Current reports

The Management Board of Apator SA hereby announces that it has received notifications from Tadeusz Sosgórnik and Janusz Marzygliński – members of the Supervisory Board of Apator SA – regarding transactions involving Apator SA shares carried out on 9 and 10 September this year.

The full text of the notifications is attached.

The Management Board of Apator SA announces that, as part of the implementation of the Apator Group’s strategy, it has decided to merge FAP Pafal SA (Świdnica) into Apator SA (Toruń).

The merger aims to simplify the structure of the Apator Group by concentrating manufacturing capabilities and strengthening operational synergies, which will improve management efficiency and optimise costs.

The merger is planned to take place through the transfer of all the assets of FAP Pafal SA to Apator SA with effect from 1 January 2026.

Given that Apator SA owns 100% of the shares in FAP Pafal 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 final decision regarding the merger of the companies will be taken at the Ordinary General Meeting of Shareholders of Apator SA in 2025.

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 12 August 2024.

The amendments to the Articles of Association were made pursuant to Resolution No. 21/VI/2024 of the Ordinary General Meeting of Shareholders of Apator SA of 26 June 2024 and concern:
- the updating of the number of registered Series A shares and bearer Series A, B and C shares in connection with the conversion and assimilation of 4,876 registered Series A shares into bearer shares (as reported by the issuer in Current Reports No. 4/2024 and 7/2024),
- the extension of the Polish Classification of Economic Activities (PKD) and amendments to the powers of the Supervisory Board, resulting from the need to adapt the provisions of the Articles of Association to the Company’s needs and practices.

The Company’s share capital remains unchanged at PLN 3,264,707.30, and, following conversion and assimilation, is divided into 7,326,515 registered shares of series A and 25,320,558 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 AGM has changed and stands at 54,626,618.

The Issuer hereby submits the following:
-the text of the new provisions of the Articles of Association,
-the consolidated text of the Articles of Association adopted by Resolution No. 22/VI/2024 of the Ordinary General Meeting of Shareholders of Apator SA dated 26 June 2024.

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.

Further to Current Report No. 19/2024, the Management Board of Apator S.A. announces that on 19 July 2024 it entered into an agreement with PGE Dystrybucja S.A. for the supply of 1-phase and 3-phase remote reading meters for end users connected to the low voltage network.

The total value of the contract (including the option) amounts to PLN 126.9 million, of which the value of the base offer is PLN 92.7 million.

The contract is expected to be fulfilled within 21 months of the date of signing.

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

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 26 June 2024:

1) Mariusz Lewicki, who held 2,320,000 shares at that AGM, entitling him to cast 5,882,128 votes, representing 23.92% of all votes at that meeting and 10.77% of the total number of votes,

2) PTE Allianz Polska S.A. (Allianz Polska Open Pension Fund and Allianz Polska Voluntary Pension Fund), holding 4,545,864 shares at this AGM, entitling them to cast 4,545,864 votes, representing 18.48% of all votes at this meeting and 8.32% of the total number of votes,

3) Danuta Guzowska, holding 1,512,311 shares at this AGM, entitling her to cast 4,374,953 votes, representing 17.79% of all votes at this meeting and 8.01% of the total number of votes,

4) Zbigniew Jaworski, holding 1,502,000 shares at this AGM, which entitle him to cast 3,801,044 votes, representing 15.45% of all votes at this meeting and 6.96% of the total number of votes,

5) UNIQUA Open Pension Fund, holding 1,671,002 shares at this AGM, entitling it to cast 1,671,002 votes, representing 6.79% of all votes at this meeting and 3.06% of the total number of votes,

6) Zbigniew Baranowski, holding 355,573 shares at this AGM, entitling him to cast 1,422,292 votes, representing 5.78% of all votes at this meeting and 2.60% of the total number of votes,

7) Janina Karaszewska-Zandrowicz, holding 330,000 shares at this AGM entitling her to cast 1,320,000 votes, representing 5.37% of all votes at this meeting and 2.42% of the total number of votes,

All Shareholders present at the Ordinary General Meeting of Shareholders of Apator SA registered a total of 12,823,774 shares entitling them to cast 24,595,099 votes. These votes represent 45.02% of the total number of votes.

The Management Board of Apator SA hereby attaches the text of the resolutions adopted by the Ordinary General Meeting of Shareholders of Apator SA on 26 June 2024.

The Management Board informs that the resolution concerning the distribution of net profit for the financial year 2023 was adopted in the wording proposed by the Shareholder. The resolution on the above matter, in the wording proposed by the Management Board, was put to the vote but was not adopted.

The General Meeting of Shareholders did not waive consideration of any of the items on the planned agenda.

During the proceedings of the Ordinary General Meeting of shareholders, no objections were raised to the resolutions put to the vote by the General Meeting of shareholders.

Legal basis: § 19(1)(6), (7), (8) 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 announces that on 26 June 2024, the general meeting of shareholders adopted a resolution to pay dividends from the profit for the 2023 financial year in the amount of PLN 0.50 gross per share. The total amount allocated to dividends, in accordance with the decision of the general meeting of shareholders, is PLN 16,323,536.50 from the profit for 2023.

Shareholders holding shares on 15 December 2023 received, on 21 December 2023, an interim payment towards the anticipated dividends from the 2023 profit totalling PLN 6,529,414.60, i.e. PLN 0.20 per share. A total of 32,647,073 registered Series A shares and bearer Series A, B and C shares were entitled to interim dividends.

The remaining portion of the dividends, totalling PLN 9,794,121.90, i.e. PLN 0.30 gross per share, will be paid on 11 July 2024. Shareholders holding shares in Apator SA on 4 July 2024 will be entitled to this portion of the dividends. 32,647,073 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:

§ 19(2) 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 hereby announces that it has received notification from Lexon Sp. z o.o., a party closely associated with Tadeusz Sosgórnik – a member of the Supervisory Board of Apator SA – regarding the sale of a total of 36,500 bearer shares in Apator SA between 13 and 17 June 2024.

Attached is the full text of the original notification together with the correction.

The Management Board of Apator SA announces that the Company’s bid has been selected as the most advantageous in the tender for the supply of single-phase and three-phase remote-reading meters for end users connected to the low voltage network under Lot 2 (the tender comprised three lots).

The value of the bid under the main contract is PLN 92.7 million. The tender terms provide for an option to increase the contract value by PLN 34.2 million. Consequently, the total value of the bid may amount to PLN 126.9 million.

Deliveries will be made within 21 months of the date of contract conclusion.

Participants in the tender procedure have the right to appeal against the outcome of the tender. The contract is expected to be concluded following the conclusion of any appeal proceedings.

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

The Management Board of Apator SA hereby announces that it has received notification from Mariusz Lewicki – Deputy Chairman of the Supervisory Board of Apator SA – regarding the purchase of 10,000 bearer shares in Apator SA on 14 June 2024.

The full text of the notification is attached.