Current reports

The Management Board of Apator SA hereby announces that it has received notifications from members of the Supervisory Board of Apator SA: Janusz Marzygliński and Tadeusz Sosgórnik, as well as a person closely associated with him, namely Technoplics Limited. The notifications relate to the following transactions:

• the purchase and sale of 50,000 registered shares of Apator SA between Tadeusz Sosgórnik and Janusz Marzygliński on 14 July 2022,
• the sale of 58,216 bearer shares of Apator SA by Technoplics Limited between 8 July and 13 July 2022.

The full text of the notifications is attached.

Due to an obvious clerical error in Current Report No. 46/2022 dated 1 July 2022, the number of shares repurchased by a person closely associated with Tadeusz Sosgórnik, a member of the Supervisory Board of Apator SA, was incorrectly stated in the report.

Correct text of the report:
The Management Board of Apator SA hereby announces that it has received a notification from a person closely associated with Tadeusz Sosgórnik, a member of the Supervisory Board of Apator SA. The subject of the notification is the sale of 19,094 shares in Apator SA between 27 and 30 June 2022 by a closely related entity, namely Technoplics Limited.

The full text of the notification is attached.

The Management Board of Apator SA hereby announces that it has received a notification from a person closely associated with Tadeusz Sosgórnik, a member of the Supervisory Board of Apator SA. The subject of the notification is the sale of 6,688 shares in Apator SA between 27 and 30 June 2022 by a closely related entity, namely Technoplics Limited.

The full text of the notification is attached.

The Management Board of Apator SA announces that on 30 June 2022, an addendum was signed to the Multi-Product Agreement of 22 June 2016 between ING Bank Śląski SA and the following Apator Group companies: Apator SA, Apator Powogaz SA, Apator Metrix SA, FAP Pafal SA, Apator Rector Sp. z o.o., Apator Telemetria Sp. z o.o. (hereinafter referred to as the “Companies”).

Pursuant to the signed annex, the loan term was extended by a further 3 years and the revolving credit facility intended for the Companies’ day-to-day financing was increased from PLN 180 million to PLN 250 million.

The credit limit may be utilised in the form of working capital loans, bank guarantees, letters of credit and the Bank’s purchase of receivables.

The interest rate on the facility is based on the 1M WIBOR/EURIBOR rate plus the Bank’s margin.

Following the conclusion of the amendment, the security for the Agreement has changed and now consists of:

• registered pledges on the Companies’ inventories with a total value of PLN 148.8 million,
• registered pledges on the Companies’ fixed assets with a total net value of PLN 31.1 million,
• a mortgage on the property of Apator SA up to a value of PLN 40 million,
• assignment of rights under the insurance policy covering the above collateral,
• blank promissory notes together with promissory note declarations issued by the borrowers.

Liabilities arising from the granted credit facility are borne jointly and severally by the Companies, up to a maximum amount of PLN 250 million.

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 2022:

• Mariusz Lewicki, holding 2,314,000 shares at this AGM entitling him to cast 5,876,128 votes, representing 17.84% of all votes at this meeting and 10.73% of the total number of votes,
• Tadeusz Sosgórnik, holding 1,469,602 shares at this AGM, which entitle him to cast 5,530,408 votes, representing 16.79% of all votes at this meeting and 10.10% of the total number of votes,
• Danuta Guzowska, holding 1,509,311 shares at this AGM, entitling her to cast 4,362,953 votes, representing 13.25% of all votes at this meeting and 7.96% of the total number of votes,
• Zbigniew Jaworski, holding 1,455,000 shares at this AGM, which entitle him to cast 3,754,044 votes, representing 11.40% of all votes at this meeting and 6.85% of the total number of votes,
• Aviva Santander Open Pension Fund, holding 3,338,000 shares at this AGM entitling it to cast 3,338,000 votes, representing 10.13% of all votes at this meeting and 6.09% 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 8.56% of all votes at this meeting and 5.15% of the total number of votes,
• Janusz Marzygliński, holding 432,592 shares at this AGM entitling him to cast 1,730,368 votes, representing 5.25% of all votes at this meeting and 3.16% of the total number of votes.

All Shareholders present at the Ordinary General Meeting of Shareholders of Apator SA registered a total of 13,963,093 shares entitling them to cast 32,937,592 votes. These votes represent 60.13% 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 announces that on 29 June 2022, the Issuer’s Supervisory Board appointed the Management Board of Apator SA for a new joint three-year term of office, commencing on 29 June 2022 and ending on the date of the general meeting of shareholders of Apator SA in 2025.

The Management Board of Apator SA will consist of the following two members:

1. Arkadiusz Chmielewski – Chairman of the Management Board, Director of Business Development for the Apator Group,
2. Tomasz Łątka – Member of the Management Board, Chief Executive Officer of Apator SA.

Below, the Issuer provides the CVs of the appointed Members of the Management Board.

Biographical note on Arkadiusz Chmielewski:

Arkadiusz Chmielewski is a graduate of the Faculty of Mechanical Engineering at Gdańsk University of Technology. Since 2019, he has served as a Member of the Management Board of Apator SA, responsible for the business development of the Apator Group. Since 25 November 2021, he has headed the Management Board of Apator SA as Chairman of the Management Board.

Between 1993 and 2021, he was primarily involved in the gas industry and with Apator Metrix SA in Tczew (a subsidiary of Apator SA), a company specialising in the manufacture of gas meters. In the roles he held there, he was responsible, amongst other things, for the company’s restructuring processes, the development and optimisation of the product portfolio, the implementation of new gas metering technologies, and expansion into foreign markets. From 2002 to 2021, he served successively as a Member of the Management Board and Chairman of the Management Board of the company.

Furthermore, for over two years, Arkadiusz Chmielewski has also been involved in the Water and Heat sector, where he initially served on the Management Board of Apator Powogaz SA (a subsidiary of Apator SA), which manufactures water meters and heat meters, and has been a Member of the Supervisory Board since 2021. At the same time, Arkadiusz Chmielewski sat on the Supervisory Board of Apator Telemetria sp. z o.o., a subsidiary of Apator Powogaz SA.

Since January 2022, Arkadiusz Chmielewski has also served as a member of the Supervisory Board of Apator Rector Sp. z o.o., a subsidiary of Apator SA, which is a provider of IT products and services supporting and automating business processes, particularly those dedicated to network-based enterprises such as the energy sector.

Arkadiusz Chmielewski does not conduct any business activities in competition with 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 the governing body of a competing limited company, nor does he participate in any other competing legal entity as a member of its governing body.

Arkadiusz Chmielewski is not listed in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

Biographical note on Tomasz Łątka:

Tomasz Łątka is a graduate of the Mechanical Engineering programme at the Faculty of Mechanical Engineering of the University of Technology and Agriculture in Bydgoszcz. In addition, he obtained a Master’s degree in Business Management from the Faculty of Economics and Management at Nicolaus Copernicus University in Toruń and completed a postgraduate Executive MBA programme at the Warsaw School of Economics.

Tomasz Łątka has been with Apator SA since 2003; he initially worked as a switchgear designer in the R&D department, then as a Product Manager, and has held managerial positions since 2010.

Furthermore, Tomasz Łątka:

• in 2017, he served on the Management Board of Apator Elkomtech SA, and from 2018 until 2 January 2022, he served as Chairman of the Management Board of that company. Apator Elkomtech SA, a subsidiary of Apator SA, is engaged in the design and manufacture of remote monitoring and control and supervison systems for power grid components. The company was incorporated into Apator SA on 3 January 2022.
• Since 2019, he has been a member of the Supervisory Board of Apator Rector Sp. z o.o., a subsidiary of Apator SA, which is a provider of IT products and services supporting and automating business processes, particularly those dedicated to network-based enterprises such as the energy sector.
• On 1 September 2020, he was appointed to the position of Member of the Management Board of Apator SA, Director of Network Automation, and since 1 December 2021, he has been a Member of the Management Board and Chief Executive Officer of Apator SA.

Tomasz Łątka does not conduct 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.

Tomasz Łątka 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 provides, in the attachment, the text of the resolutions adopted by the Ordinary General Meeting of Shareholders of Apator SA on 28 June 2022.

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 by the General Meeting of shareholders; however, three objections were recorded in the minutes pursuant to Article 429 of the Commercial Companies Code.

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 2022, the general meeting of shareholders adopted a resolution to pay gross dividends of PLN 0.50 per share. The total amount allocated for dividends, in accordance with the decision of the general meeting of shareholders, is PLN 16,352,623.00 from the profit for 2021.

Shareholders holding shares on 17 January 2022 received, on 24 January 2022, an interim payment towards the anticipated dividends from the 2021 profit totalling PLN 9,823,208.40, i.e. PLN 0.30 per share. A total of 32,744,028 registered Series A shares and bearer Series A, B and C shares were entitled to the interim dividends.

The remaining portion of the dividends, totalling PLN 6,529,414.60, i.e. PLN 0.20 gross per share, will be paid on 31 August 2022. Shareholders holding shares in Apator SA on 6 July 2022 will be entitled to this portion of the dividends.

A total of 32,647,073 registered Series A shares and bearer Series A, B and C shares are entitled to the payment of the remaining portion of the 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 hereby announces that it has received a notification from a person closely associated with Tadeusz Sosgórnik, a member of the Supervisory Board of Apator SA. The subject of the notification is the sale of 4,148 shares in Apator SA on 21–22 June 2022 by a closely related entity, namely Technoplics Limited.

The full text of the notification is attached.

The Management Board of Apator SA hereby announces that it has received notification from parties closely associated (namely Technoplics Limited and Lexon sp. z o.o.) with Tadeusz Sosgórnik, a member of the Supervisory Board of Apator SA, regarding the completion of the following transaction:

- the purchase and sale of 100,000 shares in Apator SA as part of a block trade between Technoplics Limited (the seller) and Lexon sp. z o.o. (the buyer) on 13 June 2022,
- the sale of 5,742 shares in Apator SA by Technoplics Limited between 13 June 2022 and 15 June 2022.

The full text of the notifications is attached.