Current reports

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 9 and 20 December 2021 during trading sessions on the main market of the Warsaw Stock Exchange, acquired:

• on 9 December 2021, 2,600 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.40 per share, in transactions representing a total of 0.0079% of the share capital and 0.0047% of the votes at the general meeting of shareholders,
• on 10 December 2021, 2,500 treasury shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.30 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 17 December 2021, 2,700 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 18.80 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.

Between 13 and 16 December 2021 and on 20 December 2021, 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 7,800 of its own shares, representing 0.0238% of the share capital and conferring the right to 7,800 votes at the Company’s General Meeting, which constitutes 0.0142% of the total number of votes.

In total, since the start of the share buyback, the Issuer has acquired 15,600 own shares, representing 0.0476% of the share capital and conferring the right to 15,600 votes at the Company’s General Meeting, which constitutes 0.0285% of the total number of votes.

Attached, the Issuer provides a list of detailed data on the share buy-back transactions carried out between 9 and 20 December 2021.

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 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 25 November and 6 December 2021 during trading sessions on the main market of the Warsaw Stock Exchange, acquired:

• on 25 November 2021, 2,500 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.40 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 29 November 2021, 2,700 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 18.50 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 3 December 2021, 2,600 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.60 per share, in transactions representing a total of 0.0079% of the share capital and 0.0049% of the votes at the general meeting of shareholders.

On 26 and 30 November 2021 and on 1, 2 and 6 December 2021, 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 7,800 of its own shares, representing 0.0238% of the share capital and conferring the right to 7,800 votes at the Company’s General Meeting of Shareholders, which constitutes 0.0142% of the total number of votes.

In total, since the start of the share buyback, the Issuer has acquired 7,800 own shares, representing 0.0238% of the share capital and conferring the right to 7,800 votes at the Company’s General Meeting, which constitutes 0.0142% of the total number of votes.

Attached, the Issuer provides a list of detailed data on share buyback transactions carried out between 25 November and 6 December 2021.

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.

Further to Current Report No. 48/2021, the Management Board of Apator SA announces that Apator Metrix SA has entered into contracts with Polska Spółka Gazownictwa sp. z o.o. (“PSG”) for the supply of bellows gas meters under six lots forming part of the tender for the supply of bellows gas meters announced by PSG.

The total value of the contracts concluded is PLN 74.9 million net, and the supplies will be delivered within 24 months of the date of conclusion.

The terms of the contracts provide for an option to increase or decrease the order by up to 20%.

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

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.

Attached is the full text of the notification and a correction supplementing the summary information regarding the transaction.

Further to Current Report No. 8/2021 dated 5 February 2021 The Management Board of Apator SA hereby announces that the Regional Court in Toruń, 6th Commercial Division, today dismissed in its entirety the claim brought by Pysense sp. z o.o. against Apator SA concerning payment of PLN 21.5 million and awarded costs in favour of the Issuer.

The judgment of the Regional Court is not yet final, and Pysense sp. z o.o. is entitled to appeal.

The Management Board of Apator SA announces that the bid submitted by its subsidiary, Apator Metrix SA, has been selected as the most advantageous in six lots forming part of the tender for the supply of bellows-type gas meters to Polska Spółka Gazownictwa sp. z o.o.

The value of the bid is PLN 74.9 million, and delivery will take place within 24 months of the contract being signed.

The tender conditions provide for an option to increase or decrease the order by up to 20%.

The contract is expected to be concluded following the conclusion of any appeal proceedings to which the tender participants are entitled.

The Management Board of Apator S.A. hereby announces that, acting pursuant to the authorisation granted by Resolution No. 23/VI/2021 of the Ordinary General Meeting of Shareholders of Apator S.A. of 29 June 2021 concerning the share buy-back programme for the purpose of their cancellation and reduction of the share capital, and the establishment of a share cancellation fund to finance the share buy-back programme (“Programme”), adopted a resolution on 24 November 2021 regarding the commencement of the Programme.

The share buyback will be carried out through Erste Securities Polska S.A., with its registered office in Warsaw.

The implementation of the share buyback Programme will comply with the relevant provisions of Polish law and European Union law, as well as with the rules set out in Resolution No. 23/VI/2021 of the Company’s general meeting of shareholders, pursuant to which:

• under the programme, Apator S.A. may not acquire shares at a price higher than the price of the last independent transaction or, if higher, the highest current independent bid in the trading system in which the purchase is made,
• Apator S.A. may not acquire, on any trading day, more than 25% of the average daily trading size of shares in the trading system in which the purchase is made. The average daily size is based on the average daily trading size over the last 20 trading days preceding the date of acquisition of the shares,
• the maximum number of own shares to be acquired under the Programme is 333,333 shares, representing 1.02% of the share capital of Apator S.A.

The remaining terms and conditions for the buyback of own shares are set out in the Programme adopted by the General Meeting of Shareholders, which forms an annex to this report

The Management Board of Apator SA announces that it has decided to pay an interim dividend against the expected dividends from the 2021 profit, amounting to PLN 0.30 gross per share.

32,777228 registered Series A shares and bearer Series A, B and C shares, excluding treasury shares acquired by the Company (as at the date of determining the right to dividends) for the purpose of cancellation under the share buy-back programme adopted by the General Meeting of Shareholders on 29 June 2021. The Issuer will disclose the exact number of treasury shares not participating in the interim dividends in a separate current report.

Shareholders holding shares in Apator SA on 17 January 2022 will be entitled to receive the interim dividends against the expected dividends from the profit for the 2021 financial year, whilst the payment will be made on 24 January 2022.

The Management Board of Apator SA confirms that Apator SA has sufficient funds to pay the interim dividend against the expected dividends from the profit for the financial year 2021, and that the payment of the interim dividend is in accordance with Article 349 §2 of the Commercial Companies Code.

At its meeting on 24 November 2021, the Supervisory Board of Apator SA approved the payment to shareholders of an interim dividend against the anticipated dividends from the profit for the financial year 2021 on the aforementioned terms proposed by the Management Board.

The Supervisory Board of Apator SA announces that it has received Mirosław Klepacki’s resignation from his position as Chairman of the Management Board of Apator SA. The resignation is for personal reasons and takes effect on 24 November 2021.

In view of the above, the Supervisory Board has appointed Arkadiusz Chmielewski as President of the Management Board of Apator SA, which means that from 25 November 2021, the composition of the Management Board of Apator SA will be as follows:

• Arkadiusz Chmielewski – Chairman of the Management Board
• Tomasz Łątka – Member of the Management Board.
  

At the same time, at the request of the Supervisory Board, Mirosław Klepacki agreed to continue cooperation with the Apator Group and to support, with his knowledge and experience, activities aimed at the development of exports to the German market, which is of key importance to the Apator Group.

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. He is also associated with Apator Metrix SA (a subsidiary of Apator SA), where, since 1993, his roles have included responsibility 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. Since 2002, he has served as Chairman of the Management Board of that company, but will not continue in this role following his assumption of the duties of Chairman of the Management Board of Apator SA. Arkadiusz Chmielewski also sits on the Supervisory Board of Apator Powogaz SA (a subsidiary of Apator SA).

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. A. Chmielewski is not entered in the Register of Insolvent Debtors, maintained pursuant to the Act on the National Court Register.

The Management Board of Apator SA announces that on 17 November 2021, the Issuer entered into a letter of intent regarding the acquisition of 100% of the shares in Zakład Energoelektroniki TWERD sp. z o.o., based in Toruń.

ZE TWERD sp. z o.o. is a manufacturer of power electronics equipment, in particular inverters for photovoltaic installations, as well as chargers and fast-charging stations for electric vehicles.

On the basis of the letter of intent, the Parties will commence work on a draft share purchase agreement and an investment agreement. The letter of intent does not constitute an obligation on the part of the Parties to conclude the aforementioned agreements.

The aim of the potential acquisition is to prepare, in line with the Apator Group’s strategy, a comprehensive offering for the rapidly growing PV sector and to further develop solutions supporting, amongst other things, the infrastructure for electromobility.

The potential value of the transaction is in the region of several million zlotys.

The Issuer will announce the outcome of the ongoing negotiations in a separate current report.