Current reports

The Management Board of Apator S.A. announces that on 22 February 2024, the Management Board of the Warsaw Stock Exchange S.A. adopted Resolution No. 220/2024, in which it stated that 4,876 ordinary bearer shares of Apator S.A., with a nominal value of PLN 0.10 each, designated by the National Depository for Securities S.A. with the code “PLAPATR00133”, are admitted to trading on the main market. At the same time, the Stock Exchange Management Board decided to introduce, with effect from 29 February 2024, the aforementioned shares of Apator S.A. to trading on the main market, subject to their assimilation by the National Depository for Securities (KDPW) on 29 February 2024 with the listed shares of that company designated by the code “PLAPATR00018”.

However, on 26 February 2024, the National Depository for Securities S.A. issued a statement that it had decided to carry out, with effect from 29 February 2024, assimilate 4,876 ordinary bearer shares designated by the code “PLAPATR00133” with the Company’s shares traded on the stock exchange, designated by the code “PLAPATR00018”.

Consequently, on 29 February 2024, the condition set out in the aforementioned resolution of the Stock Exchange Management Board was fulfilled, and on that date the shares were admitted to trading on the main market.

Legal basis: Article 56(1)(2) of the Act on Public Offerings and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies.

Further to Press Release No. 5/2024, the Management Board of Apator SA announces that on 27 February 2024 it received an order from ZUP Emiter sp. z o.o. for the installation and supply of balancing systems for a total amount of PLN 31 million, with delivery dates up to the end of November 2024.

Apator SA announces that further orders for the supply of balancing systems from ZUP Emiter sp. z o.o. of a similar value, with delivery dates by the end of 2026, are possible.

The Management Board of Apator SA announces that, as a subcontractor, it will supply integrated balancing systems (“balancing systems”). These are used to balance medium-voltage substations and to facilitate communication with remote-reading meters. To this end, it has entered into cooperation agreements, on market terms, with ZUP Emiter sp. z o.o. and Incobex sp. z o.o. These companies will supply AMI/SG cabinets together with accessories, which Apator SA will then integrate with other equipment as balancing systems.

The end recipient of the balancing systems is Energa - Operator SA as part of a non-competitive tender entitled “Supply of integrated balancing systems”. Energa - Operator SA has entered into framework agreements with ZUP Emiter sp. z o.o. and Incobex sp. z o.o. for the supply of balancing systems.

On 14 February 2024, Apator SA received orders from Incobex sp. z o.o. for the installation and supply of balancing systems for a total amount of PLN 20.6 million, with delivery dates by the end of November 2024.

Apator SA hereby announces that it will issue a separate report regarding the receipt of an order from ZUP Emiter sp. z o.o. for the installation and supply of balancing systems.

Apator SA also announces that further orders for the supply of balancing systems of a similar value, with delivery dates by the end of 2026, are possible.

Legal basis: Article 17(1) of the Market Abuse Regulation (MAR)

The Management Board of Apator SA hereby announces that on 31 January 2024, at the request of the shareholders, 4,876 registered Series A shares with a nominal value of PLN 0.10 each, carrying voting rights on a 1:4 basis at the general meeting of shareholders, were converted into ordinary bearer shares.

As a result of the conversion of the registered Series A shares, the preferential voting rights attached to the 4,876 shares subject to conversion have lapsed; the Company’s share capital remains unchanged at PLN 3,264,707.30, whilst the total number of votes at the Company’s general meeting of shareholders has changed and, following the conversion, stands at 54,626,618 votes.

The planned date for the assimilation and admission of the aforementioned shares to trading on the stock exchange has been set for 29 February 2024.

The conversion of shares was carried out in accordance with § 8(1) of the Company’s Articles of Association, which reads as follows: “The conversion of registered Series A shares into bearer Series A shares shall be carried out at the request of the shareholders in January of each year. If, during the course of the year, a total of more than 100,000 registered shares are submitted for conversion, the Company’s Management Board is obliged to set an additional conversion date within 90 days.”

The Management Board of Apator SA, acting at the request of a shareholder and in accordance with the aforementioned § 8(1) of the Company’s Articles of Association, adopted a resolution on this matter on 10 January 2024.

Legal basis: Article 56(1)(2) of the Act on Public Offerings and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies.

The Management Board of Apator SA hereby announces that it has received notification from Tadeusz Sosgórnik and Janusz Marzygliński, members of the Supervisory Board of Apator SA, regarding a transaction concluded between them on 8 January 2024 for the purchase and sale of 15,000 registered shares in Apator SA.

The full text of the notifications is attached.

The Management Board of Apator SA hereby announces that it has received notification from Lexon Sp. z o.o., a party closely associated with Tadeusz Sosgórnik – a member of the Supervisory Board of Apator SA – regarding the sale of a total of 35,969 bearer shares in Apator SA between 2 and 4 January 2024.

The full text of the notification is attached.

The Management Board of Apator SA hereby announces the dates for the publication of periodic reports in 2024:

1) Consolidated quarterly reports:

• for the fourth quarter of 2023 – 29 February 2024,
• for the first quarter of 2024 – 16 May 2024,
• for the third quarter of 2024 – 14 November 2024.

2) Half-yearly reports for the first half of 2024:

• separate half-yearly report – 30 August 2024,
• consolidated half-yearly report – 30 August 2024.

3) Annual reports for 2023:

• separate annual report – 26 April 2024,
• consolidated annual report – 26 April 2024.
  

Pursuant to §79(2) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws, item 757), Apator S.A. will not publish a separate or consolidated quarterly report for the second quarter of 2024.

In accordance with §62(1) of the aforementioned Regulation, the Company will not submit separate standalone quarterly reports; however, the consolidated quarterly reports will include quarterly standalone financial information.

Legal basis:

Section 80(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information disclosed by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws, item 757).

The Management Board of Apator SA announces that, following the completion of analyses of the main indicators suggesting a potential impairment of the carrying amount of the Apator Group’s non-current assets, a decision was taken on 19 December 2023 to:

• recognise an impairment loss on intangible assets (trademark, customer relationships),
• reduce the capitalised tax loss.

The effects of the above decision will be recognised in the Apator Group’s consolidated balance sheet within the Gas Segment, in accordance with the provisions of IAS 36 “Impairment of Assets”.

The write-downs relate to the CT/VT subsidiary George Wilson Industries Ltd (“GWi”) based in the United Kingdom. They result from a review of strategic plans and an update of the financial projections prepared for GWi, which continue to be adversely affected by the macroeconomic environment, leading to lower margins and reduced current and planned sales volumes.

The Management Board of Apator SA estimates the impact on the Apator Group’s consolidated result at approximately PLN 12 million. This amount will be included in the Apator Group’s consolidated financial statements for the fourth quarter of 2023.

The figures provided are preliminary estimates and may be subject to change during the preparation of the annual financial statements or their audit by the auditor.

The Management Board of Apator SA announces that on 19 December 2023, the Supervisory Board of Apator SA appointed Robert Kowalski to the Management Board of Apator SA for the current joint three-year term of office, which will end on the date of the general meeting of shareholders of Apator SA in 2025.

Consequently, as of 19 December 2023, the Management Board of Apator SA consists of the following three members:

• Maciej Wyczesany – Chairman of the Management Board,
• Łukasz Zaworski – Member of the Management Board,
• Robert Kowalski – Member of the Management Board.
  

Robert Kowalski, in his capacity as a Member of the Management Board of Apator SA – Director of Strategy for the Apator Group, will be responsible for:

• implementing the Apator Group’s strategy, with particular emphasis on the Water and Heat segment,
• product integration across the Apator Group’s segments,
• co-managing the affairs of the Management Board of Apator SA.

Robert Kowalski is a graduate of the Faculty of Mechanical Engineering, specialising in Thermal Power Engineering, at Gdańsk University of Technology, and the Faculty of Economics and Management, specialising in Production Systems Organisation, at Gdańsk University of Technology. He also completed postgraduate studies in “District Heating and Heating Systems with Energy Auditing” at the Faculty of Environmental Engineering, Warsaw University of Technology, and postgraduate studies in “Nuclear Energy” at the Faculty of Mechanical Engineering, Energy and Aeronautics, Warsaw University of Technology. He is also qualified to sit on the Supervisory Boards of State Treasury companies.

Robert Kowalski has worked for over 25 years in the heating and energy sectors, specialising in organisational management, market and product development, and investment activities.

From April 2015 to June 2023, he managed EDF Toruń SA (later PGE Toruń SA) as Chairman of the Management Board, where, amongst other things, he was responsible for implementing the switch from coal-fired to gas-fired heat generation (construction of a gas-fired combined heat and power plant completed in 2017).

Robert Kowalski also held the following positions:

• Chairman of the Supervisory Board of PGE Gas Toruń Sp. z o.o.,
• Chairman of the Supervisory Board of TOREC Sp. z o.o.,
• Member of the Board of the Polish District Heating Chamber of Commerce.
  

Robert Kowalski is the President of the Regional Agency for Energy Conservation and the Environment in Toruń.

Robert Kowalski does not engage in any business activities competitive to Apator SA, does not participate in a competing company as a partner in a civil law partnership or a partnership, is not a member of a governing body of a competing limited company, nor does he participate in any other competing legal entity as a member of its governing body.

Robert Kowalski is not listed in the Register of Insolvent Debtors, maintained pursuant to the Act on the National Court Register.

Legal basis: § 5(5) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information disclosed by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws, item 757).

The Management Board of Apator SA hereby announces that it has received notification from Mariusz Lewicki – Deputy Chairman of the Supervisory Board of Apator SA – regarding the purchase of 2,000 bearer shares in Apator SA on 11 December 2023.

The full text of the notification is attached.