Current reports

Further to Current Report No. 23/2022, the Management Board of Apator SA announces that, following the successful tender, the Consortium comprising Apator SA and GRIFFIN GROUP SA ENERGY Sp. k. has entered into a contract with Tauron Dystrybucja SA (“TD”) for the supply of static remote-reading meters with a PLC communication module in the “OSGP” standard.

The total value of the contract is PLN 189 million net and may be increased should TD exercise its option to increase the order by 12%.

The Management Board also announces that negotiations are ongoing regarding the terms of the implementation agreement between GRIFFIN GROUP SA ENERGY Sp. k. and Apator SA; consequently, the remuneration for Apator SA for the supply of single-phase and three-phase meters operating on PLC technology is estimated at 18–20% of the value of the Consortium’s contract. The remuneration may be increased by 16–18% relative to the value of the remuneration under the base contract for Apator SA should TD exercise its option right.

The Management Board will issue a separate report regarding the conclusion of the implementation contract.

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 reports 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 Ordinary General Meeting of Shareholders of Apator SA to be held on 28 June 2022 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.

The Management Board of Apator SA recommends the payment of dividends from the profit for the 2021 financial year amounting to PLN 0.50 gross per share. The total value of the dividends will amount to PLN 16.4 million, representing 89% of Apator SA’s net profit for 2021.

An interim dividend of PLN 0.30 gross per share was paid on 24 January 2022 against the dividends from the 2021 profit. The Management Board proposes to pay the remaining portion of the dividends, amounting to PLN 0.20 gross per share, on 31 August 2022.

The Supervisory Board of Apator SA has given a positive opinion on the recommendations, and the final decision on the amount of the dividends will be taken by the Ordinary General Meeting of Shareholders of Apator SA, which is scheduled for 28 June 2022.

Further to Current Report No. 22/2022, the Management Board announces that, following a successful tender, it has entered into a contract with Tauron Dystrybucja SA (“TD”) for the supply of NORAX 3 static three-phase residential meters under Task No. 3.

The net value of the contract is PLN 18 million and may be increased should TD exercise its option to increase the order by 30%. Consequently, the total value of the contract may amount to PLN 23.4 million. Deliveries under the basic order will be made within 15 months of the date of conclusion of the contract.

At the same time, the Management Board announces that, with regard to task no. 4, it has decided not to sign the contract due to the price level.

The Management Board of Apator SA (the “Issuer”) hereby announces that, acting within the scope of the authorisation granted by Resolution No. 23/VI/2021 of the General Meeting of Shareholders of Apator SA held on 29 June 2021, the Issuer, during trading sessions on the main market of the Warsaw Stock Exchange between 17 and 26 May 2022, acquired:

• on 17 May 2022, 2,200 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 15.50 per share, in transactions representing a total of 0.0067% of the share capital and 0.0040% of the votes at the general meeting of shareholders,
• on 18 May 2022, 2,400 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 15.30 per share, in transactions representing a total of 0.0073% of the share capital and 0.0044% of the votes at the general meeting of shareholders,
• on 19 May 2022, 2,800 treasury shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 14.84 per share, in transactions representing a total of 0.0085% of the share capital and 0.0051% of the votes at the general meeting of shareholders,
• on 20 May 2022, 1,900 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 14.60 per share, in transactions representing a total of 0.0058% of the share capital and 0.0035% of the votes at the general meeting of shareholders,
• on 24 May 2022, 3,400 treasury shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 14.50 per share, in transactions representing a total of 0.0104% of the share capital and 0.0062% of the votes at the general meeting of shareholders.

On 23, 25 and 26 May 2022, the Issuer did not carry out any transactions.

The transactions were executed through Erste Securities Polska SA.

As a result of the above transactions, the Issuer acquired 12,700 treasury shares, representing 0.0387% of the share capital and conferring the right to 12,700 votes at the general meeting of shareholders, which constitutes 0.0232% of the total number of votes.

In total, since the start of the share buyback, the Issuer has acquired 130,155 own shares, representing 0.3971% of the share capital and conferring the right to 130,155 votes at the general meeting of shareholders, which constitutes 0.2376% of the total number of votes.

Attached, the Issuer provides a list of detailed data on the share buy-back transactions carried out between 17 and 26 May 2022.

Specific legal basis:

Article 2(3) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards concerning the application of the conditions to buy-back programmes and stabilisation measures.

The Management Board of Apator SA hereby announces that it has received notification of a transaction involving Apator SA shares from a person closely associated with the Chairman of the Supervisory Board, Janusz Niedźwiecki.

The full text of the notification is attached.

The Management Board of Apator SA hereby announces that it has received a notification pursuant to Article 69(1)(1) of the Act of 29 July 2005 on Public Offerings and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies, from Mr Tadeusz Sosgórnik regarding an increase in his existing shareholding above the 10% threshold of the total number of votes at the general meeting of shareholders of Apator SA.

The increase in the shareholding resulted from the acquisition of 50,000 registered shares in Apator SA, as reported by the Management Board in Current Report No. 30/2022. Mr Tadeusz Sosgórnik has notified the Company that:

• prior to the acquisition of the shares, he held 1,466,738 shares in Apator SA, representing a 4.48% stake in the share capital and 5,377,544 votes from the shares held, constituting 9.82% of the total number of votes;
• following the acquisition of the shares, he holds 1,516,738 shares in Apator SA, representing a 4.63% stake in the share capital and entitling him to 5,577,544 votes, representing 10.18% of the total number of votes.

The notification referred to above is attached to this report.

The Management Board of Apator SA hereby announces that it has received notifications from Mr Tadeusz Sosgórnik and Mr Janusz Marzygliński, members of the Supervisory Board of Apator SA, regarding the purchase and sale of 50,000 registered shares in Apator SA on 20 May 2022.

Attached is the full text of the notifications:
1) from Mr Janusz Marzygliński as the seller,
2) from Mr Tadeusz Sosgórnik as the purchaser.

The Management Board of Apator SA announces that 4,510 registered preference shares (with voting rights) have been converted at a ratio of 1:4 into ordinary bearer shares (without preferential rights). As a result of this conversion, the total number of votes has been reduced from 54,788,231 to 54,774,701.

The aforementioned shares were consolidated and admitted to trading on the stock exchange on 23 May 2022. Following the share conversion, the share capital of Apator SA amounts to PLN 3,277,722.80 and consists of 32,777,228 shares with a nominal value of PLN 0.10 each, including 7,332,491 registered shares (with voting privileges at a ratio of 1:4) and 25,444,737 ordinary bearer shares.

The conversion of shares is carried out at the request of the shareholders 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 (one hundred thousand) registered shares are submitted for conversion, the Company’s Management Board is obliged to set an additional conversion date within 90 days".