Apator S A : Draft of AGM Resolutions 2024

Resolution No. 1/VI/2024

of the Ordinary General Shareholders Meeting

of Apator Spółka Akcyjna of 26 June 2024

on the election of the Chairperson of the Ordinary General Shareholders Meeting

Pursuant to Article 409 sec. 1 of the Commercial Companies Code and Article 14 sec. 13 of the Articles of Association of Apator S.A., the Ordinary General Shareholders Meeting of Apator S.A., hereby resolves as follows:

...................................................... is elected as the Chairperson of the Ordinary General

Shareholders Meeting.

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Resolution No. 2/VI/2024

of the Ordinary General Shareholders Meeting

of Apator Spółka Akcyjna of 26 June 2024

on the adoption of the agenda of the Ordinary General Shareholders Meeting

the Ordinary General Shareholders Meeting of Apator S.A., adopts the following agenda:

1. Opening of the Ordinary General Shareholders Meeting
2. Election of the Chairperson of the Ordinary General Shareholders Meeting

3. Confirmation	of	the	correctness	of	convening	the
Ordinary General Shareholders Meeting and its ability to adopt resolutions

1. Approval of the agenda of the Ordinary General Shareholders Meeting
2. Consideration and approval of the report submitted by the Management Board on the activity of Apator Group for the period from 1 January 2023 to 31 December 2023, including the report on the activity of Apator S.A. for the period from 1 January 2023 to 31 December 2023.
3. Consideration and approval of the financial statements of Apator S.A. for the financial year 2023
4. Consideration and approval of the consolidated financial statements of the Apator Group for the financial year 2023
5. Acknowledgement of the fulfilment of duties by Members of the Management Board of Apator S.A. in 2023
6. Consideration and approval of the report submitted by the Supervisory Board of Apator S.A. for the period from 1 January 2023 to 31 December 2023.
7. Adoption of the resolution providing an opinion on the report of the Supervisory Board of Apator S.A. on the remuneration of the Members of the Management Board and the Supervisory Board of Apator S.A. for the year 2023
8. Acknowledgement of the fulfilment of duties by Members of the Supervisory Board of Apator S.A. in 2023
9. Adoption of a resolution concerning the distribution of profit for the financial year 2023
10. Adoption of the resolution on the amendment of the Articles of Association of Apator S.A.
11. Adoption of the resolution on the adoption of a consolidated text of the Articles of Association of Apator S.A.

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1. Adoption of the resolution on the amendment of the Regulations of the Supervisory Board of Apator S.A.
2. Adoption of the resolution on the adoption of a consolidated text of the Regulations of the Supervisory Board of Apator S.A.
3. Miscellaneous
4. Closing of the Meeting

Justification for draft Resolutions No. 1/VI/2024, 2/VI/2024:

The draft resolutions concern matters of order, i.e. the election of the Chairperson of the Ordinary General Shareholders Meeting and the adoption of the agenda of the General Shareholders Meeting.

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Resolution No. 3/VI/2024

of the Ordinary General Shareholders Meeting

of Apator Spółka Akcyjna of 26 June 2024

on consideration and approval of the report of the Management Board on activity of the Apator Group for the period from 1 January 2023 to 31 December 2023 including the report of the Management Board on activity of Apator S.A. for the period from 1 January 2023 to 31 December 2023.

Pursuant to Article 395 sec. 2 and sec. 5 of the Commercial Companies Code and Article 14 sec. 14 of the Articles of Association of Apator S.A., the Ordinary General Shareholders Meeting of Apator S.A., hereby resolves as follows:

After consideration, the report of the Management Board on activity of Apator Group for the period from 1 January 2023 to 31 December 2023 including the report of the Management Board on activity of Apator S.A. for the period from 1 January 2023 to 31 December 2023 is approved.

Justification for draft Resolution No. 3/VI/2024:

Pursuant to Article 395 sec. 2 point 1 and Article 395 sec. 5 of the CCC, the subject of the agenda of the Ordinary General Shareholders Meeting should be the consideration and approval of the Report of the Management Board of Apator S.A. on activity of the Apator Group and on activity of Apator S.A. The data included in the Report of the Ordinary General Shareholders Meeting on Activity of Apator Group including the Report of the Management Board on Activity of Apator S.A. were subject to the analysis of chartered auditor PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Sp.k. and assessment of the Supervisory Board of Apator S.A.

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Resolution No. 4/VI/2024

of the Ordinary General Shareholders Meeting

of Apator Spółka Akcyjna of 26 June 2024

on consideration and approval of the financial statement of Apator S.A. for the financial year 2023

Pursuant to Article 395 sec. 2 of Commercial Companies Code and Art. 14 sec. 14 of the Articles of Association of Apator S.A., the Ordinary General Shareholders Meeting of Apator S.A., hereby resolves as follows:

After consideration, the Ordinary General Shareholders Meeting approves the financial statements of Apator S.A. for the financial year 2023, including:

1. the statement of financial position prepared as at 31 December 2023, with total assets and liabilities amounting to PLN 520,979 thousand,
2. the statement of comprehensive income prepared for the period from 1 January 2023 to 31

December 2023 showing sales revenue of PLN

479,177 thousand, total comprehensive income of PLN 34,672 thousand and net profit of PLN 34,615 thousand,

3. the statement of cash flows showing, for the period from 1 January 2023 to 31 December

2023, an increase in net cash by the amount of PLN 1,395 thousand,

1. the statement of changes in equity showing an increase in equity in the period from 1 January 2023 to 31 December 2023 by PLN 18,348 thousand,
2. notes to the separate financial statements, including a description of significant accounting policies and other explanatory information.

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Resolution No. 5/VI/2024

of the Ordinary General Shareholders Meeting

of Apator Spółka Akcyjna of 26 June 2024

on consideration and approval of consolidated financial statements of the Apator Group for financial year 2023

Pursuant to Article 395 sec. 5 of the Commercial Companies Code and Article 14 sec. 14 of the Articles of Association of Apator S.A., the Ordinary General Shareholders Meeting of Apator S.A., hereby resolves as follows:

After consideration, the consolidated financial statements of the Apator Group for the financial year 2023 are approved, comprising:

1. the consolidated statement of financial position prepared as at 31 December 2023, with total assets and liabilities amounting to PLN 975,198 thousand,
2. the consolidated statement of comprehensive income prepared for the period from 1 January 2023 to 31 December 2023 showing sales revenue of PLN 1,137,174 thousand, total comprehensive income of PLN 14,391 thousand and net profit of PLN 8,504 thousand,
3. the consolidated statement of cash flows showing, for the period from 1 January 2023 to 31 December 2023, an increase in net cash by the amount of PLN 6,041 thousand,
4. the statement of changes in consolidated equity showing a decrease in equity from 1 January 2023 to 31 December 2023 of PLN 125 thousand,
5. notes to the consolidated financial statements containing a description of significant accounting policies and other explanatory information.

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Justification for Draft Resolutions No. 4/VI/2024, No. 5/VI/2024:

Pursuant to Article 395 sec. 2 point 1 and Article 395 sec. 5 of the CCC, the subject of the agenda of the Ordinary General Shareholders Meeting should be the consideration and approval of the financial statements of Apator S.A. and the financial statements of the Apator Group for the previous financial year. The need for approval of these documents by the Ordinary General Shareholders Meeting furthermore arises from Article 53 sec. 1 and Article 63c sec. 4 of the Accounting Act of 29 September 1994.

The data included in the financial statements of Apator S.A. and the Apator Group were subject to the analysis of the auditor PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. and to the assessment of the Supervisory Board of Apator S.A.

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Resolution No. 6/VI/2024

of the Ordinary General Shareholders Meeting

of Apator Spółka Akcyjna of 26 June 2024

on granting the acknowledgement of the fulfilment of duties by the President of the Management Board of Apator S.A. Arkadiusz Chmielewski in the financial year 2023.

Pursuant to Article 395 sec. 2 of the Commercial Companies Code and Art. 14 sec. 14 of the Articles of Association of Apator S.A. the Ordinary General Shareholders Meeting of Apator S.A., hereby resolves as follows:

The acknowledgement is granted to Arkadiusz Chmielewski for the performance of duties of the Member of the Management Board of Apator S.A. and subsequently of the President of the Management Board in the financial year 2023.

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Resolution No. 7/VI/2024

of the Ordinary General Shareholders Meeting

of Apator Spółka Akcyjna of 26 June 2024

on granting the acknowledgement of the fulfilment of duties by the member of the Management Board of Apator S.A. Tomasz Łątka in the financial year 2023.

Pursuant to Article 395 sec. 2 of the Commercial Companies Code and Art. 14 sec. 14 of the Articles of Association of Apator S.A. the Ordinary General Shareholders Meeting of Apator S.A., hereby resolves as follows:

The acknowledgement is granted to Tomasz Łątka for the performance of duties of the Member of the Management Board of Apator S.A. in the financial year 2023.

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Resolution No. 8/VI/2024

of the Ordinary General Shareholders Meeting

of Apator Spółka Akcyjna of 26 June 2024

on granting the acknowledgement of the fulfilment of duties by the President of the Management Board of Apator S.A. Maciej Wyczesany in the financial year 2023.

Pursuant to Article 395 sec. 2 of the Commercial Companies Code and Art. 14 sec. 14 of the Articles of Association of Apator S.A. the Ordinary General Shareholders Meeting of Apator S.A., hereby resolves as follows:

The acknowledgement is granted to Maciej Wyczesany for the performance of duties of the President of the Management Board of Apator S.A. in the financial year 2023.

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