Current reports

The Management Board announces that Apator SA’s bid has been selected as the most advantageous in one of the lots of the tender for the supply of static electricity meters with a GSM communication module, announced by Enea Operator sp. z o.o.

The value of the base bid is PLN 23 million, and the tender conditions provide for an option to double the order. Consequently, the total value of the bid may amount to PLN 46 million. Delivery will take place within 24 months of the date of contract conclusion.

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

Following the completion of the preliminary consolidation of financial data for the fourth quarter of 2021 and the full financial year 2021, the Management Board of Apator SA has decided to publish estimated figures for these periods in view of the possibility that the financial results (adjusted for the impact of the sale of the property in Poznań) may deviate from historical averages:

a) according to estimates, the key financial data for 2021 will be as follows:

• consolidated sales revenue – approx. PLN 940.3 million,
• consolidated EBITDA – approx. PLN 150.2 million,
• consolidated net profit – approx. PLN 62.7 million (consolidated net profit including proceeds from the sale of property in Poznań amounting to PLN 27.6 million)
• consolidated net profit adjusted for proceeds from the sale of real estate – approx. PLN 35.1 million.

b) according to estimates, the key financial data for the fourth quarter of 2021 will be as follows:

• consolidated sales revenue – approx. PLN 238.2 million,
• consolidated EBITDA – approx. PLN 19.2 million,
• consolidated net profit – approx. PLN -1.5 million.

The financial results were affected by trends of a significant increase in production costs within the Apator Group (at a rate higher than anticipated), which intensified in 2021, particularly in the fourth quarter, and were felt across all segments, though most significantly in the Electricity segment. The sales model, based largely on long-term contracts awarded through public procurement procedures, offers limited scope for passing on cost inflation to final customer prices under existing contracts, most of which were concluded in 2020–2021. Inflation in production costs, particularly for materials, which has reached an unprecedented scale in recent quarters, is the result of supply chain disruptions caused by the pandemic, as well as an increase in global demand for components and materials, which has significantly reduced their availability and, consequently, raised their prices.

The Management Board notes that the scale of this phenomenon is unprecedented in decades and, in its view, will therefore be of a temporary nature. The Management Board also informs that active measures are being taken to renegotiate contracts and update price lists for partners and distributors. Furthermore, the Group’s bids in current tenders and new price lists take account of inflationary pressures, including in the area of component and material prices, as well as other factors affecting production costs. These measures should lead to stabilisation, followed by a gradual improvement in margins by 2022, particularly in the Electricity business.

At the same time, the rise in exchange rates in the final weeks of 2021 (particularly the USD) also had an adverse impact on Q4 results, resulting in a negative result in the financial activities segment: exchange rate differences and the valuation of foreign exchange transactions.

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

• are preliminary results which have not been audited by an auditor,
• 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 fourth quarter of 2021 will be made public on 28 February 2022. The consolidated annual report for 2021, subject to audit by an auditor, will be published on 28 April 2022.

The Management Board of Apator S.A. announces that it has received notifications from Mr Tadeusz Sosgórnik and Mr Janusz Marzygliński, members of the Supervisory Board of Apator S.A., regarding the purchase and sale of 50,000 registered shares in Apator S.A. on 21 January 2022.

Please find the full text of the notifications attached:

1) from Mr Janusz Marzygliński as the seller,
2) from Mr Tadeusz Sosgórnik as the purchaser.

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 Tadeusz Sosgórnik, a member of the Supervisory Board, concerning the sale of 22,034 shares between 13 and 17 January this year.

Attached are the original notification and its correction regarding the share price.

Further to Current Report No. 46/2021, the Management Board of Apator SA hereby announces that 33,200 bearer shares acquired by the Company under the share buy-back programme approved by the general meeting of shareholders on 29 June 2021 will not be included in the interim dividends against the expected dividends from the 2021 profit.

Consequently, 32,744,028 registered Series A shares and bearer Series A, B and C shares are eligible for the interim dividends against the anticipated dividends from the profit for the 2021 financial year. The total amount of the interim dividend will be PLN 9,823,208.40 (PLN 0.30 gross per share).

The interim dividend will be paid on 24 January 2022.

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 4 and 13 January 2022 during trading sessions on the main market of the Warsaw Stock Exchange, acquired:

• on 4 January 2022, 2,400 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 21.10 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 7 January 2022, 2,400 treasury shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 20.98 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 10 January 2022, 2,400 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 20.60 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 12 January 2022, 2,400 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 21.00 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 5, 11 and 13 January 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 9,600 of its own shares, representing 0.0293% of the share capital and conferring the right to 9,600 votes at the general meeting of shareholders, which constitutes 0.0175% of the total number of votes.

In total, since the start of the share buyback, the Issuer has acquired 33,200 own shares, representing 0.1013% of the share capital and conferring the right to 33,200 votes at the general meeting of shareholders, which constitutes 0.0606% of the total number of votes.

Attached, the Issuer provides a list of detailed data on share buyback transactions carried out between 4 and 13 January 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.

The Management Board of Apator S.A. hereby announces the dates for the publication of periodic reports in 2022:

1) Consolidated quarterly reports:

• for the fourth quarter of 2021 – 28 February 2022 (Monday),
• for the first quarter of 2022 – 19 May 2022 (Thursday),
• for the third quarter of 2022 – 17 November 2022 (Thursday).

2) Half-yearly reports for the first half of 2022:

• separate half-yearly report – 31 August 2022 (Wednesday),
• consolidated half-yearly report – 31 August 2022 (Wednesday).

3) Annual reports for 2021:

• separate annual report – 28 April 2022 (Thursday),
• consolidated annual report – 28 April 2022 (Thursday).

Pursuant to §79(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), Apator S.A. will not publish a separate or consolidated quarterly report for the second quarter of 2022.

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 the standalone quarterly 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 (the "Issuer") announces that on 3 January 2022, the District Court in Toruń, 7th Commercial Division of the National Court Register, registered the merger of the Issuer, namely Apator SA, with its registered office in Toruń, with its subsidiary Apator Elkomtech SA, with its registered office in Łódź.

The merger took place pursuant to Article 492 § 1(1) of the Commercial Companies Code through the transfer of all the assets of Apator Elkomtech SA to Apator SA.

Upon the entry of the merger in the Register of Entrepreneurs of the National Court Register, Apator SA assumed all the rights and obligations of Apator Elkomtech SA.

Given that Apator SA held 100% of the shares in Apator Elkomtech SA, the merger was carried out under the simplified procedure pursuant to Article 516 § 6 of the Commercial Companies Code, without increasing the Issuer’s share capital and without issuing new shares.

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 29 December 2021.

The amendments to the Articles of Association were made pursuant to Resolution No. 21/VI/2021 of the Ordinary General Meeting of Shareholders of Apator SA of 29 June 2021 and relate to the reduction of the share capital of Apator SA in connection with the cancellation of 29,100 bearer shares, entitling the holders to 29,100 votes at the AGM, acquired under the share buy-back programme.

The current share capital of Apator SA amounts to PLN 3,277,722.80 (three million two hundred and seventy-seven thousand seven hundred and twenty-two zlotys 80/100) and is divided into 7,337,001 (seven million three hundred and thirty-seven thousand and one) registered Series A shares and 25,440,227 (twenty-five million four hundred and forty thousand two hundred and twenty-seven) 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 general meeting of shareholders resulting from all issued shares currently stands at 54,788.231.

Attached, the Issuer provides the consolidated text of the Articles of Association adopted by Resolution No. 22/VI/2021 of the Ordinary General Meeting of Shareholders of Apator SA dated 29 June 2021.

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.

The Management Board of Apator SA announces that on 29 December 2021, its subsidiary, Apator Powogaz SA, entered into a framework cooperation agreement for 2022 with its associate, AO Teplovodomer, based in Mytishchi (Russia).

The value of the framework agreement is EUR 6 million net, i.e. PLN 27.6 million (based on the average exchange rate of the National Bank of Poland as at 29 December 2021, 1 EUR = 4.5997 PLN).

The subject of the agreement is the supply of water meters, heat meters, connectors and spare parts to Teplovodomer. Deliveries will be made on the basis of current orders.

The terms of the agreement do not differ from those commonly applied to this type of agreement.