Current reports

Following Russia’s military actions against Ukraine, the Apator Group decided to suspend sales of its products to Russia and entered into negotiations with a view to selling all the shares it holds in the Russian company AO Teplovodomer.

In view of the above, the Management Board of Apator SA hereby announces that on 20 May 2022, the subsidiary Apator Powogaz SA sold its entire shareholding in the company (i.e. 18,018 shares) in AO Teplovodomer, based in Russia (representing 50% of the share capital) for a price of RUB 5 million, i.e. approx. EUR 75,000 (at the Bank of Russia exchange rate of 19 May 2022), which is approx. PLN 348,000.

As at 30 April 2022, the carrying amount of the sold shares in the financial statements of Apator Powogaz SA was PLN 314,000, whilst the valuation in the consolidated financial statements of the Apator Group was PLN 717,000.

At the same time, the Issuer informs that Apator Powogaz SA holds receivables from AO Teplovodomer arising from trade liabilities, which amounted to PLN 3.2 million as at the date of the sale of the shares, and a receivable for dividends of PLN 1 million. The Apator Group has received an assurance regarding the gradual repayment of the aforementioned receivables.

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 2 and 16 May 2022, acquired:

• on 5 May 2022, 1,400 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 17.02 per share, in transactions representing a total of 0.0043% of the share capital and 0.0026% of the votes at the general meeting of shareholders,
• on 6 May 2022, 1,500 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 16.80 per share, in transactions representing a total of 0.0046% of the share capital and 0.0027% of the votes at the general meeting of shareholders,
• on 9 May 2022, 1,500 treasury shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 16.90 per share, in transactions representing a total of 0.0046% of the share capital and 0.0027% of the votes at the general meeting of shareholders,
• on 10 May 2022, 1,500 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 16.80 per share, in transactions representing a total of 0.0046% of the share capital and 0.0027% of the votes at the general meeting of shareholders,
• on 11 May 2022, 1,500 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 16.80 per share, in transactions representing a total of 0.0046% of the share capital and 0.0027% of the votes at the general meeting of shareholders,
• on 12 May 2022, 1,700 treasury shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 16.30 per share, in transactions representing a total of 0.0052% of the share capital and 0.0031% of the votes at the general meeting of shareholders,
• on 13 May 2022, 1,900 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 15.80 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 16 May 2022, 2,100 treasury shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 15.69 per share, in transactions representing a total of 0.0064% of the share capital and 0.0038% of the votes at the general meeting of shareholders.

On 2 and 4 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 13,100 of its own shares, representing 0.0400% of the share capital and conferring the right to 13,100 votes at the general meeting of shareholders of the Company, which constitutes 0.0239% of the total number of votes.

In total, since the start of the share buyback, the Issuer has acquired 117,455 own shares, representing 0.3583% of the share capital and conferring the right to 117,455 votes at the general meeting of shareholders, which constitutes 0.2144% of the total number of votes.

Attached, the Issuer provides a list of detailed data on share buyback transactions carried out between 2 and 16 May 2022.

Detailed 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 on 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 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 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 4 May 2022,
• the sale of 13,340 shares in Apator SA by Technoplics Limited between 27 April 2022 and 2 May 2022.

The full text of the notifications is attached.

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 20 and 29 April 2022, acquired:

• on 20 April 2022, 1,121 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 18.88 per share, in transactions representing a total of 0.0034% of the share capital and 0.0020% of the votes at the general meeting of shareholders,
• on 25 April 2022, 1,600 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 18.40 per share, in transactions representing a total of 0.0049% of the share capital and 0.0029% of the votes at the general meeting of shareholders,
• on 26 April 2022, 1,800 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 18.14 per share, in transactions representing a total of 0.0055% of the share capital and 0.0033% of the votes at the general meeting of shareholders,
• on 27 April 2022, 1,800 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 17.90 per share, in transactions representing a total of 0.0055% of the share capital and 0.0033% of the votes at the general meeting of shareholders,
• on 28 April 2022, 1,800 treasury shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 17.60 per share, in transactions representing a total of 0.0055% of the share capital and 0.0033% of the votes at the general meeting of shareholders,
• on 29 April 2022, 1,700 treasury shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 17.52 per share, in transactions representing a total of 0.0052% of the share capital and 0.0031% of the votes at the general meeting of shareholders.

On 21 and 22 April 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 9,821 treasury shares, representing 0.0300% of the share capital and conferring the right to 9,821 votes at the general meeting of shareholders, which constitutes 0.0179% of the total number of votes.

In total, since the start of the share buyback, the Issuer has acquired 104,355 own shares, representing 0.3184% of the share capital and conferring the right to 104,355 votes at the general meeting of shareholders, which constitutes 0.1905% of the total number of votes.

Attached, the Issuer provides a list of detailed data on the share buy-back transactions carried out between 20 and 29 April 2022.

Specific legal basis: Article 2(3) 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.

Following the completion of the preliminary consolidation of financial data for the first quarter of 2022, the Management Board of Apator SA has decided to publish estimated figures in view of the possibility that the financial results may differ from historical averages.

According to estimates, the key financial data for the first quarter of 2021 will be as follows:

• consolidated sales revenue – approx. PLN 237 million,
• consolidated EBITDA – approx. PLN 16 million,
• consolidated net loss – approx. PLN 4 million.

The factors affecting the financial results are as follows:

1) Inflation and component shortages

The continued rapid rise in the costs of materials, energy, fuels and raw materials, similar to that seen in the fourth quarter, has had a negative impact on margins. Furthermore, the war in Ukraine has exacerbated existing supply chain disruptions and is causing further difficulties in obtaining ordered components and extending lead times. Cost inflation is being felt across all segments, though it continues to affect the Electricity segment the most.

For several months, the Apator Group has been conducting negotiations regarding the passing on of increased material costs to customers, gradually revising contract prices. However, the sales model, particularly regarding long-term contracts, means that the effects of this adjustment will only become apparent after a delay of several months. At the same time, the Group is actively countering the effects of rising costs by implementing a range of optimisation measures, including work to improve operational efficiency at the Ostaszewo plant, changes to the product mix to make it more profitable, the introduction of a dynamic pricing policy for partners and distributors, and the shortening of payment terms. In view of the changes being introduced, the Management Board expects the situation to stabilise in the second quarter of 2022 and to improve gradually from subsequent quarters.

2) Impairment losses on receivables and inventories

- recognition of impairment losses on receivables from Ukraine amounting to PLN 2.2 million

Due to Russia’s military aggression in Ukraine, the Apator Group decided to recognise impairment losses on the majority of receivables from Ukraine. However, given the willingness and commitment of counterparties to settle these receivables over a longer timeframe, the impairment loss may be gradually reversed.

- creation of provisions for inventories at Apator S.A. amounting to PLN 2.2 million.

Higher working capital and a longer inventory holding period – though in line with current market conditions – for inventories, mainly electronic components, necessitate the creation of impairment provisions in accordance with the accounting policy adopted by the Apator Group. These are statistical provisions and are weighted against core operating costs. However, once the components are used in production, the write-downs will be reversed at a later date. The Management Board believes that the situation in this regard will stabilise once the situation in the supply chains stabilises.

3) High financing costs

Maintaining higher working capital, in turn, necessitates increased financing and a higher level of net debt. Higher financing costs are further exacerbated by a significant rise in interest rates (at a faster pace than anticipated). The Management Board expects a further increase in external financing costs, though within the safe limits of a net debt/EBITDA ratio below 2x.

4) Volatile conditions in the foreign exchange markets

The unstable exchange rates during this period (particularly the USD) also had an adverse impact on Q1 results, resulting in a negative result from financial activities.

The Management Board of Apator SA also notes that the presented estimates of the consolidated financial results:

• are preliminary results,
• were prepared to the best of our knowledge as at the date of their preparation,
• are based on the assumption that no circumstances will arise that could materially affect the financial results after the date of publication of the estimated data.

The consolidated report for the first quarter of 2022 will be published on 19 May 2022.

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

The Management Board of Apator S.A. announces that the bid submitted by the consortium comprising GRIFFIN GROUP S.A. ENERGY Sp. k. (lead partner), with its registered office in Warsaw, and Apator S.A. (member), with its registered office in Toruń, has been selected as the most advantageous in the tender for “Supply of static remote-reading meters with a PLC communication module in the ‘OSGP’ standard, together with installation, storage and clean-up services within the Smart City Wrocław area at TAURON Dystrybucja S.A., Wrocław Branch”.

The static remote-reading meters (LZO) will be supplied by two manufacturers in equal proportions.

The value of the Consortium’s bid is PLN 189.8 million (excluding options), of which the remuneration for Apator S.A. for the supply of single-phase and three-phase meters operating on PLC technology is estimated at 18–20% of the Consortium’s bid value.

The tender conditions provide for an option to increase the order, which may further increase the remuneration for Apator S.A. by an estimated 16–18% of the remuneration for the base order.

Completion of the subject of the tender is scheduled by May 2025.

Apator S.A. will announce its decision to enter into the contract or to withdraw from it in a separate announcement.

Legal basis: Article 17(1) – MAR Regulation

The Management Board announces that Apator S.A.’s tender has been selected as the most advantageous in the tender procedure for the “Supply of static direct 1-phase and three-phase electricity meters” under tasks 3 and 4.

The value of the bid for tasks 3 and 4 concerning the supply of NORAX 3 three-phase residential meters is PLN 34.8 million, and the tender conditions provide for an option to increase the order for each task by 30%.

Consequently, the total value of the bid may amount to PLN 45.2 million.

Deliveries under the main contract will take place within 15 months of the contract being signed.

Apator SA will announce its decision to conclude the contract or to withdraw from it in a separate announcement.

Legal basis: Article 17(1) – MAR Regulation

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 7 and 19 April 2022, acquired:

• on 7 April 2022, 2,700 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 18.67 per share, in transactions representing a total of 0.0082% of the share capital and 0.0049% of the votes at the general meeting of shareholders,
• on 12 April 2022, 2,500 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 18.67 per share, in transactions representing a total of 0.0076% of the share capital and 0.0046% of the votes at the general meeting of shareholders,
• on 19 April 2022, 2,000 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 18.86 per share, in transactions representing a total of 0.0061% of the share capital and 0.0037% of the votes at the general meeting of shareholders.

On 8, 11, 13 and 14 April 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 7,200 treasury shares, representing 0.0220% of the share capital and conferring the right to 7,200 votes at the general meeting of shareholders, which constitutes 0.0131% of the total number of votes.

In total, since the start of the share buyback, the Issuer has acquired 94,534 own shares, representing 0.2884% of the share capital and conferring the right to 94,534 votes at the general meeting of shareholders, which constitutes 0.1725% of the total number of votes.

Attached, the Issuer provides a list of detailed data on the share buy-back transactions carried out between 7 and 19 April 2022.

Specific legal basis: Article 2(3) 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.

Further to Current Report No. 30/2021 dated 27 July 2021, the Management Board of Apator SA announces that its subsidiary, Apator Metrix SA, has entered into an agreement with Landis+Gyr for the supply of smart gas meters as part of a large-scale roll-out of smart meters in Belgium.

The tender announced by Belgian distribution network operators (Fluvius, ORES, RESA and Sibelga), which was won by Landis+Gyr (Belgium), concerns a comprehensive ‘Data-as-a-Service’ (DaaS), consisting of a central master system and smart utility meters.

Consequently, Apator Metrix SA, as a partner of Landis+Gyr under the contract resulting from the aforementioned tender, will supply between 2023 – 2031, approximately 1 million iSMART2 smart gas meters worth approximately EUR 65 million (i.e. approximately PLN 300 million, according to the average exchange rate of the National Bank of Poland as at 11 April 2022, 1 EUR = PLN 4.6451).

The terms of the contract concluded with Landis+Gyr, including provisions regarding responsibility, obligations and guarantees, do not deviate from market conditions applicable in this type of tender within the EU.

This project represents the largest comprehensive multi-energy solution currently being implemented in Europe. The iSMART2 gas meters covered by the contract are a new generation of smart gas meters, designed by Polish engineers and manufactured at the Apator Metrix production facility in Tczew using advanced robotization and automation of production processes. iSMART2 combines a new-generation electronic counter with a reliable bellows-type gas meter, offering a wide range of features, including remote, encrypted bidirectional communication, an integrated gas shut-off valve, a graphical user interface and the ability to update the software remotely.

Apator Metrix SA is one of the largest manufacturers and suppliers of high-end gas meters in Poland and Europe. Together with its subsidiaries, it forms one of the three business pillars of the Apator Group – the Gas segment. The company has maintained a strong position in export markets for years, generating over 70% of its revenue from exports and supplying its solutions to countries including the United Kingdom, Belgium, the Netherlands and Germany. The company’s track record includes nearly 22 million domestic gas meters and 340,000 industrial gas meters in operation across many regions of the world. Apator Metrix employs around 500 skilled staff and manufactures approximately 2 million gas meters annually at its modern, automated production facility. The company’s product range includes residential and industrial gas meters, both smart gas meters with remote reading and traditional, mechanical ones.

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

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, between 28 March and 6 April 2022 during trading sessions on the Main Market of the Warsaw Stock Exchange, acquired:

• on 28 March 2022, 2,400 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 18.84 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 30 March 2022, 2,500 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 18.60 per share, in transactions representing a total of 0.0076% of the share capital and 0.0046% of the votes at the general meeting of shareholders,
• on 6 April 2022, 2,700 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 18.70 per share, in transactions representing a total of 0.0082% of the share capital and 0.0049% of the votes at the general meeting of shareholders.

On 29 and 31 March and 1, 4 and 5 April 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 7,600 own shares, representing 0.0232% of the share capital and conferring the right to 7,600 votes at the general meeting of shareholders, which constitutes 0.0139% of the total number of votes.

In total, since the start of the share buyback, the Issuer has acquired 87,334 own shares, representing 0.2664% of the share capital and conferring the right to 87,334 votes at the general meeting of shareholders, which constitutes 0.1594% of the total number of votes.

Attached, the Issuer provides a list of detailed data on the share buy-back transactions carried out between 28 March and 6 April 2022.

Detailed 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.