Current reports

The Management Board of Apator SA hereby announces that the following shareholders held at least 5% of the voting rights at the Extraordinary General Meeting of shareholders of Apator SA held on 18 October 2021:

- Mariusz Lewicki, who held 2,310,000 shares at that EGM, entitling him to cast 5,872,128 votes, representing 18.89% of all votes at that meeting and 10.71% of the total number of votes,

- Tadeusz Sosgórnik, holding 1,369,602 shares at this EGM, entitling him to cast 5,130,408 votes, representing 16.50% of all votes at this meeting and 9.36% of the total number of votes,

- Danuta Guzowska, holding 1,509,311 shares at this EGM, entitling her to cast 4,362,953 votes, representing 14.04% of all votes at this meeting and 7.96% of the total number of votes,

- Aviva Santander Open Pension Fund, holding 3,338,000 shares at this EGM, entitling it to cast 3,338,000 votes, representing 10.74% 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 EGM, entitling them to cast 2,818,277 votes, representing 9.07% of all votes at this meeting and 5.14% of the total number of votes,

- Janusz Marzygliński, holding 621,247 shares at this EGM, entitling him to cast 2,219,023 votes, representing 7.14% of all votes at this meeting and 4.05% of the total number of votes,

- Zbigniew Baranowski, holding 563,453 shares at this EGM, entitling him to cast 1,690,172 votes, representing 5.44% of all votes at this meeting and 3.08% of the total number of votes,

- UNIQA Open Pension Fund, holding 1,671,002 shares at this EGM, entitling it to cast 1,671,002 votes, representing 5.38% of all votes at this meeting and 3.05% of the total number of votes.

All Shareholders present at the Extraordinary General Meeting of Apator SA registered a total of 14,586,864 shares entitling them to cast 31,085,109 votes. These votes represent 56.71% 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 hereby provides, in the attachment, the text of the resolutions adopted by the Extraordinary General Meeting of Shareholders of Apator SA on 18 October 2021.

Furthermore, the Management Board informs that:

• The Extraordinary General Meeting of Shareholders did not refrain from considering any of the items on the proposed agenda,
• no objections were raised to the minutes during the proceedings of the Extraordinary General Meeting of Shareholders.

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, acting pursuant to Article 504(1) of the Commercial Companies Code (“CCC”), hereby notifies the Shareholders for the second time of its intention to merge Apator SA, as the acquiring company (“Acquiring Company”), with its subsidiary, Apator Elkomtech SA, with its registered office in Łódź (“Acquired Company”).

The planned merger will be carried out by transferring all the assets of Apator Elkomtech SA to Apator SA with effect from 1 January 2022. Given that Apator SA owns 100% of the shares in Apator Elkomtech SA, the merger will take place 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 Merger Plan has been made available to the public on the Acquiring Company’s website: www.apator.com on the home page and in the “Investor Relations” section in Current Report No. 34/2021 dated 6 September 2021, in accordance with Article 500 § 2(1) of the Commercial Companies Code and will remain available until the conclusion of the general meeting of shareholders of the Acquiring Company and the Shareholders’ Meeting of the Acquired Company, at which resolutions on the merger will be adopted.

Furthermore, Shareholders may inspect the documents referred to in Article 505 § 1(1)-(3) of the Commercial Companies Code at the registered office of Apator SA at Ostaszewo 57C, 87-148 Łysomice, on working days, between 8:00 and 16:00 without interruption, from 6 September 2021 until the conclusion of the general meeting of shareholders of the Acquiring Company and the general meeting of shareholders of the Acquired Company at which resolutions on the merger will be adopted.

The general meeting of shareholders of the Acquiring Company, the agenda of which will include, amongst other matters, the adoption of a resolution on the merger, has been convened for 18 October 2021.

The Management Board of Apator SA announces that it has received notifications from:

1) Mr Janusz Niedźwiecki – Chairman of the Supervisory Board of Apator SA,

2) Mr Janusz Marzygliński – Member of the Supervisory Board of Apator SA,

3) Mr Tadeusz Sosgórnik – Member of the Supervisory Board of Apator SA.

regarding the purchase and sale of 65,000 registered shares of Apator SA, which took place on 23 September 2021 between the aforementioned persons.

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,

3) from Mr Janusz Niedźwiecki as the purchaser.

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 Extraordinary General Meeting of Shareholders convened for 18 October 2021.

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 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 hereby attaches the notice convening an Extraordinary General Meeting of Shareholders of Apator SA to be held on 18 October 2021 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 (“the Company”) announces that, following a successful tender, the Company entered into a contract on 20 September 2021 with Energa - Operator SA (“EOP”) on 20 September 2021 for the supply of single-phase and three-phase electricity meters with PLC PRIME communication, together with backup communication modems.

The net value of the contract is PLN 57 million, and deliveries will be made within 24 months of the contract being signed, with the possibility of an extension for a period not exceeding 12 months.

In accordance with the provisions of the contract, EOP is entitled to charge contractual penalties, in particular for delays in the delivery of batches of equipment or for failure to rectify defects within the warranty period. However, the terms of the contract, including provisions regarding penalties, obligations and warranties, do not differ from the standard terms previously applied in this type of contract with EOP.​

Legal basis: Article 17(1) of the MAR

The Management Board of Apator SA hereby announces that it has received notification from Mr Mariusz Lewicki, Deputy Chairman of the Supervisory Board of Apator SA, regarding the purchase of 10,000 bearer shares in Apator SA on 13 September 2021.

The full text of the notification is attached.

Legal basis: Article 19(3) of the Market Abuse Regulation (MAR) – information on transactions carried out by persons discharging managerial responsibilities.

The Management Board of Apator SA hereby provides a correction to Current Report No. 34/2021 concerning the first notification of the intention to merge Apator SA and Apator Elkomtech SA, due to an incomplete scan of the annex.
In view of the above, the Management Board hereby provides the full text of Current Report No. 34/2021 together with the correct annex – the plan for the merger of Apator SA and Apator Elkomtech SA.

"The Management Board of Apator SA, acting pursuant to Article 504(1) of the Commercial Companies Code ("CCC"), hereby notifies the Shareholders for the first time of its intention to merge Apator SA as the acquiring company (“Acquiring Company”) with its subsidiary – Apator Elkomtech SA with its registered office in Łódź (“Acquired Company”).

The planned merger will be carried out by transferring all the assets of Apator Elkomtech SA to Apator SA with effect from 1 January 2022. Given that Apator SA owns 100% of the shares in Apator Elkomtech SA, the merger will take place 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 Merger Plan will be made available to the public on the Acquiring Company’s website: www.apator.com on the home page and in the “Investor Relations” section in Current Report No. 34/2021 of 6 September 2021, in accordance with Article 500 § 2(1) of the Commercial Companies Code until the conclusion of the general meeting of shareholders of the Acquiring Company and the Shareholders’ Meeting of the Acquired Company, at which resolutions on the merger will be adopted.

Furthermore, Shareholders may inspect the documents referred to in Article 505 § 1 points 1–3 of the Commercial Companies Code at the registered office of Apator SA at Ostaszewo 57C, 87-148 Łysomice, on working days, between 8:00 and 16:00 without interruption, starting from 6 September 2021 for a period of one month, until the conclusion of the general meeting of shareholders of the Acquiring Company and the general meeting of shareholders of the Acquired Company at which resolutions on the merger will be adopted.

The merger plan is attached to this notice.

The general meeting of shareholders of the Acquiring Company, the agenda of which will include, amongst other matters, the adoption of a resolution on the merger, will be convened by means of a separate current report in the near future.

The Management Board of Apator SA announced the decision to merge the aforementioned companies in current report No. 28/2021 dated 30 June 2021.

Legal basis: Other regulations – Article 504(1) of the Commercial Companies Code."

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.