Current reports

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 (“the Company”) announces that on 26 August 2021, agreements were concluded with four individuals – shareholders of Apator Telemetria sp. z o.o. (Słupsk) – under which the Company acquired 512 shares in Apator Telemetria sp. z o.o. for a total amount of PLN 12.1 million. These shares represent 20.80% of the share capital of Apator Telemetria sp. z o.o. and entitle the holder to exercise 20.80% of the total number of votes.

Apator Telemetria sp. z o.o., which has been part of the capital group since 2009, is one of the main R&D centres of the Apator Group. In view of its significant importance for the development of the product range and remote reading systems, a decision was taken to increase the capital stake in this company.

The subsidiary Apator Powogaz SA holds a 61.82% stake in the share capital of Apator Telemetria sp. z o.o. and a 61.82% stake in the total number of votes.

As a result of the agreements concluded, Apator SA and Apator Powogaz SA hold a combined 82.62% stake in the share capital of Apator Telemetria sp. z o. o. and 82.62% of the total voting rights.

The Management Board announces that Apator SA’s bid has been selected as the most advantageous in part 1 of the tender for the supply of electricity meters with PLC PRIME communication, together with backup communication modems, announced by Energa Operator SA. The tender conditions stipulated that a single contractor could be awarded a contract for only one part of the tender.

The value of the bid is PLN 57 million, and delivery will take place within 24 months of the contract being signed.

Participants in the tender procedure have the right to appeal against the tender results, in accordance with the regulations of Energa Operator SA. The contract is expected to be concluded after any appeals have been considered.

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

The Management Board of Apator SA hereby provides, in the attached document, its response to the shareholders’ request for information, submitted in accordance with Article 428(6) of the Commercial Companies Code.

Legal basis:

§ 19(12) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided 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 announces that its subsidiary, Apator Metrix SA, has been selected as a supplier of smart gas meters as part of a large-scale roll-out of smart meters in Belgium.

A consortium of Belgian distribution network operators (Fluvius, ORES, RESA and Sibelga) has selected the bid from Landis+Gyr (Belgium) as the most advantageous for the supply of a comprehensive ‘Data-as-a-Service’ (DaaS), comprising a central master system and the supply of smart utility meters.

Consequently, Apator Metrix SA, as a partner of Landis+Gyr, will supply approximately 1 million iSMART2 smart gas meters between 2023 and 2031, with a value of approximately €65 million (i.e. approximately PLN 300 million, based on the average exchange rate of the National Bank of Poland on 27 July 2021, 1 EUR = 4.5954 PLN).

The agreement between Apator Metrix and Landis+Gyr will be concluded at the turn of the third and fourth quarters of 2021. The terms of the tender, including provisions regarding responsibility, obligations and guarantees, do not deviate from market conditions applicable to such tenders in the EU.

Apator Metrix SA, as one of the leading manufacturers of gas meters in Europe with an annual production capacity of approximately 2 million units, is technologically and operationally prepared to carry out the implementation.

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

The Management Board of Apator SA hereby provides, pursuant to Article 428(5) of the Commercial Companies Code (CCC), the following answers to the questions posed by the shareholder Qilin Investments sp. o.o., with its registered office in Warsaw, during the general meeting of shareholders of Apator SA held on 29 June 2021.

1. Has the Company incurred any contractual penalties for late deliveries in the last 12 months?

In 2020, the Company was charged contractual penalties totalling PLN 42,000 for late deliveries.

The Management Board does not provide information regarding the period following the end of the 2020 financial year (31 December 2020), as this period was not the subject of the general meeting of shareholders of Apator SA held on 29 June 2021; consequently, the request for information in this regard was not justified by the assessment of the matter under discussion at that Meeting.

2. What is the amount of the provisions set aside for contractual penalties relating to late deliveries?

As at 31 December 2020, the total amount of provisions set aside for contractual penalties relating to late deliveries was PLN 760,000.

The Management Board does not provide information regarding the period following the end of the 2020 financial year (31 December 2020), as this period was not the subject of the general meeting of shareholders of Apator SA held on 29 June 2021; consequently, the request for information in this regard was not justified by the assessment of the matter under consideration at that Meeting.

3. Is Apator SA being excluded from tenders on quality grounds? Why were Apator SA’s bids rejected in the tender procedures 2019/TD/CN03649/5 (Tauron) and 123/OL/MB/2020 (PGE)?

Apator SA, together with other bidders, participates in tender procedures for the supply of electricity meters announced by Polish energy companies. Given the high level of competition (including from China) in the tenders announced in 2020, it is not possible for Apator SA’s bid to be selected as the most advantageous in every tender in which the company participates.

In the tender procedures announced in 2020, where the contracting authority selected another bidder’s offer, Apator SA’s bid was not selected due to:

a) the price of the products,

or

b) the interpretation of the provisions of the tender specifications (SIWZ), which differs for each tender procedure.

However, with regard to the tender procedures mentioned in the shareholders’ question, the Management Board notes that

1) in respect of tender procedure No. 2019/TD/CN03649/5 (the procedure was divided into 4 lots, and the outcome was announced in 2021) – Apator SA’s bid was selected as the most advantageous in task No. 1; in task No. 2, Apator SA’s bid was ranked second due to the price offered; and it was rejected in tasks No. 3 and No. 4 due to the interpretation of the Terms of Reference (ToR),

2) in relation to tender procedure No. 123/OL/MB/2020 – Apator SA’s bid was selected as the most advantageous in Lot 1 (supply of single-phase meters), whilst in respect of Lot 2 (supply of three-phase meters) the bid was rejected due to the interpretation of the tender specifications (SIWZ).

4. What was the ratio of lost to won tenders in 2020 for the supply of electricity meters?

The Management Board reports that in 2020, Apator SA submitted bids in eight public tender procedures for the supply of electricity meters, announced by Polish energy companies.

Of the bids submitted, five public tenders were awarded in 2020. Apator SA’s bid was selected as the most advantageous in 2020 in its entirety in two public tenders and in one part (out of two parts) of one tender. Apator SA was unsuccessful in two public tenders, partly due to the lower price offered by competitors.

Legal basis:

Section 19(1)(12) 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, as amended)

The Management Board of Apator SA announces that, as part of the optimisation of the Apator Group’s structure and the consolidation of the Electricity segment, it has decided to merge Apator Elkomtech SA (Łódź) into Apator SA (Toruń).

The merger is expected to improve management efficiency and generate market synergies.

The merger is planned to take place through the transfer of 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 a 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 the following shareholders held at least 5% of the voting rights at the Ordinary General Meeting of Shareholders of Apator SA held on 29 June 2021:

• Mariusz Lewicki, holding 2,300,000 shares at this AGM entitling him to cast 5,862,128 votes, representing 16.99% of all votes at this meeting and 10.69% of the total number of votes,
• Tadeusz Sosgórnik, holding 1,203,602 shares at this AGM, entitling him to cast 4,814,408 votes, representing 13.96% of all votes at this meeting and 8.78% of the total number of votes,
• Danuta Guzowska, holding 1,509,311 shares at this AGM, entitling her to cast 4,362,953 votes, representing 12.65% of all votes at this meeting and 7.96% of the total number of votes,
• Zbigniew Jaworski, holding 1,405,328 shares at this AGM, which entitle him to cast 3,687,872 votes, representing 10.69% of all votes at this meeting and 6.73% of the total number of votes,
• Aviva Santander Open Pension Fund, holding 3,338,888 shares at this AGM entitling it to cast 3,338,888 votes, representing 9.68% 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 AGM, entitling them to cast 2,818,277 votes, representing 8.17% of all votes at this meeting and 5.14% of the total number of votes,
• Janusz Marzygliński, holding 686,247 shares at this AGM, entitling him to cast 2,479,023 votes, representing 7.19% of all votes at this meeting and 4.52% of the total number of votes.

All Shareholders present at the Ordinary General Meeting of Shareholders of Apator SA registered a total of 15,526,390 shares entitling them to cast 34,499,392 votes. These votes represent 62.94% 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 announces that on 29 June 2021, the general meeting of shareholders adopted a resolution to pay gross dividends of PLN 1.20 per share. The total amount allocated for dividends, in accordance with the decision of the general meeting of shareholders, is PLN 39,339,333.60 from the profit for 2020.

Shareholders holding shares on 24 December 2020 received, on 31 December 2020, an interim payment towards the expected dividends from the 2020 profit totalling PLN 14,756,412.60, i.e. PLN 0.45 gross per share. A total of 32,792,028 registered Series A shares and bearer Series A, B and C shares were entitled to the interim dividends.

The remaining portion of the dividends, totalling PLN 24,582,921, i.e. PLN 0.75 gross per share, will be paid on 23 August 2021. Shareholders holding shares in Apator SA on 9 August 2021 will be entitled to this portion of the dividends.

A total of 32,777,228 registered Series A shares and bearer Series A, B and C shares are entitled to the payment of the remaining portion of the dividends.

Legal basis:

Section 19(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).

The Management Board of Apator SA hereby provides, in the attachment, the text of the resolutions adopted by the Ordinary General Meeting of Shareholders of Apator SA on 29 June 2021.

The Ordinary General Meeting of Shareholders did not decide to exclude any of the items on the proposed agenda from consideration.

During the proceedings of the Ordinary General Meeting of Shareholders, objections were raised to the minutes regarding the following resolutions (No. 3/VI/2021, No. 4/VI/2021, No. 5/VI/2021, No. 6/VI/2021, No. 8/VI/2021, No. 10/VI/2021, No. 11/VI/2021, No. 12/VI/2021, No. 13/VI/2021, No. 14/VI/2021, No. 16/VI/2021).

In addition, four objections to the minutes were lodged pursuant to Article 429 of the Commercial Companies Code.

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