Current reports

The Management Board of Apator SA announces that on 25 August 2023 a decision was taken to reduce the capitalised tax loss in the Gas segment of the Apator Group’s consolidated balance sheet, relating to the indirect subsidiary George Wilson Industries Ltd (“GWi”) based in the United Kingdom, in accordance with the provisions of IAS 36 “Impairment of Assets”.

The write-down is related to changes in the macroeconomic environment, including primarily the impact of the war in Ukraine on the development of the gas metering sector, lower margins, current and planned volumes of products sold, as well as uncertainty regarding the ability to utilise the tax loss asset in question in the foreseeable future. The write-down relates entirely to the Apator Group’s Gas segment.

The Management Board of Apator SA hereby informs that this write-down will be charged to income tax and, consequently, to the Apator Group’s consolidated net profit by an amount of GBP 1.34 million, i.e. PLN 6.9 million at the average exchange rate as at the balance sheet date, i.e. 30 June 2023. This amount will be included in the Group’s consolidated financial statements for the first half of 2023.

The Management Board of Apator SA notes that the above impairment loss on the carrying amount of assets is non-cash in nature. Furthermore, the Management Board of Apator SA announces that the financial report for the first half of 2023 will be published on 30 August 2023.

The Management Board of Apator SA hereby announces that it has received notifications from Janusz Marzygliński, a member of the Supervisory Board of Apator SA, and a person closely associated with him, namely Rafał Marzyliński. The notifications relate to the following transactions:

• the transfer by Janusz Marzygliński, in the form of a donation, of 80,000 registered shares in Apator SA on 27 July 2023,
• the receipt by Rafał Marzygliński of a donation of 80,000 registered shares in Apator SA on 27 July 2023.

The full text of the notifications is attached.

Legal basis:

Article 19(3) of the Market Abuse Regulation (MAR) – information on transactions carried out by persons discharging managerial responsibilities.

The Management Board of Apator SA hereby announces that it has been informed of the registration of amendments to the Articles of Association of Apator SA by the District Court in Toruń, 7th Commercial Division of the National Court Register, on 13 July 2023.

The amendments to the Articles of Association were made pursuant to Resolution No. 20/VI/2023 of the Ordinary General Meeting of Shareholders of Apator SA dated 28 June 2023 and concern:

• updating the number of registered Series A shares and bearer Series A, B and C shares in connection with the conversion and assimilation of 1,100 registered Series A shares into bearer shares (as reported by the issuer in Current Reports No. 3/2023 and 5/2023),
• the need to bring the provisions of the Articles of Association into line with applicable legislation (the Commercial Companies Code) and internal procedures.

The company’s share capital remains unchanged at PLN 3,264,707.30 and is divided into 7,331,391 registered Series A shares and 25,315,682 bearer shares of Series A, B and C with a nominal value of PLN 0.10 (ten groszy) each. The total number of votes at the AGM resulting from all issued shares is 54,641,246.

The Issuer hereby attaches:

• the text of the new provisions of the Articles of Association,
• the consolidated text of the Articles of Association adopted by Resolution No. 21/VI/2023 of the Ordinary General Meeting of Shareholders of Apator SA dated 28 June 2023.

Legal basis:
§ 5(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.

Further to Current Report No. 11/2023, the Management Board of Apator S.A. announces that on 17 July 2023 it entered into an agreement with PGE Dystrybucja S.A. for the supply of electricity metering equipment – single-phase and three-phase remote-reading meters.

The total value of the contract (including the option) amounts to approximately PLN 160 million, of which the value of the base offer is approximately PLN 113.5 million.

The contract is expected to be fulfilled within 21 months of the date of signing.

Legal basis: Article 17(1) – MAR Regulation

The Management Board of Apator SA hereby announces that the following shareholders held at least 5% of the voting rights at the Ordinary General Meeting of Shareholders of Apator SA held on 28 June 2023:

• Mariusz Lewicki, holding 2,314,000 shares at this AGM entitling him to cast 5,876,128 votes, representing 16.46% of all votes at this meeting and 10.75% of the total number of votes,
• Tadeusz Sosgórnik, holding 1,624,200 shares at this AGM, entitling him to cast 6,034,200 votes, representing 16.90% of all votes at this meeting and 11.04% of the total number of votes,
• Danuta Guzowska, holding 1,512,311 shares at this AGM entitling her to cast 4,374,953 votes, representing 12.25% of all votes at this meeting and 8.01% of the total number of votes,
• Zbigniew Jaworski, holding 1,466,348 shares at this AGM, which entitle him to cast 3,765,392 votes, representing 10.55% of all votes at this meeting and 6.89% of the total number of votes,
• PTE Allianz Polska S.A. (Allianz Polska Open Pension Fund and Allianz Polska Voluntary Pension Fund), holding 4,544,900 shares at this AGM, entitling them to cast 4,544,900 votes, representing 12.73% of all votes at this meeting and 8.32% of the total number of votes,
• Kazimierz and Zdzisława Piotrowski, holding 823,955 shares at this AGM, entitling them to cast 2,818,277 votes, representing 7.89% of all votes at this meeting and 5.16% of the total number of votes.

All Shareholders present at the Ordinary General Meeting of Shareholders of Apator SA registered a total of 16,753,231 shares entitling them to cast 35,706,730 votes. These votes represent 65.35% of the total number of votes.

Legal basis: Article 70(3) of the Act of 29 July 2005 on Public Offerings and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies.

The Management Board of Apator SA hereby provides, in the attachment, the text of the resolutions adopted by the Ordinary General Meeting of Shareholders of Apator SA on 28 June 2023.

The General Meeting of Shareholders did not decide to omit any of the items on the proposed agenda.

During the proceedings of the Ordinary General Meeting of Shareholders, no objections were raised to the resolutions put to the vote.

Legal basis: § 19(1)(6), (7) and (9) 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.

The Management Board of Apator SA announces that on 28 June 2023, the general meeting of shareholders passed a resolution to pay gross dividends of PLN 0.30 per share. In accordance with the general meeting of shareholders’ decision, the total amount allocated from the 2022 profit for dividends is PLN 9.8 million.

Shareholders holding shares in Apator SA on 1 August 2023 will be entitled to receive dividends. The dividends will be paid on 10 August 2023.

A total of 32,647,073 registered Series A shares and bearer Series A, B and C shares are entitled to dividends.

Legal basis:

Section 19(2) 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 the Company’s bid has been selected as the most advantageous in the tender for the supply of single-phase and three-phase remote-reading meters for end users connected to the low voltage network under Lot 2.

The value of the bid, under the main contract, amounts to approximately PLN 113.5 million. Additionally, the tender conditions provide for an option to increase the contract by approximately PLN 46.3 million. Consequently, the total value of the bid may amount to approximately PLN 160 million.

Deliveries will take place within 21 months of the date of contract conclusion. Tender participants have the right to appeal against the tender result. The contract is expected to be concluded following the conclusion of any appeal proceedings.

The Issuer will announce the conclusion of the contract in a separate current report.

Legal basis: Article 17(1) – MAR Regulation

The Management Board of Apator SA hereby provides, in the attachment, the text of the draft resolutions and documents that will be considered at the general meeting of shareholders.

Legal basis for the report: Section 19(1)(2) 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.

The Management Board of Apator SA hereby attaches the notice convening the General Meeting of Shareholders of Apator SA to be held on 28 June 2023 at 11.00 am, together with the agenda.

Legal basis: Section 19(1)(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.