Resolution No. 11/2024

of the Supervisory Board of Apator SA of 25 April 2024

on: assessment of the report of the Management Board on activity of Apator Group and Apator SA for the period from 1 January 2023 to 31 December 2023

1. Acting in accordance with Article 382 sec. 3 of the Commercial Companies Code, Article 15 sec. 11 of the Articles of Association of Apator SA, the Supervisory Board of Apator SA made the assessment of the report on activity of Apator Group and Apator SA presented by the Management Board for the period from 1 January 2023 to 31 December 2023 and it states as follows:

  • the report submitted is clear, unambiguous and comprehensible,
  • the information contained in the Report of the Management Board is consistent with the information contained in the audited financial statements,
  • the report contains the description of all basic areas of activity of Apator SA in terms of events

that occurred in 2023 and the description of subsidiaries and jointly controlled companies. The description of events comprehensively shows their impact on economic results obtained by Apator SA and companies in the group of companies,

    • the report reflects the actual situation at Apator SA and the Apator Group in the reporting period, i.e. in 2023,
    • the report has been prepared in accordance with the legislation on public companies.
  1. The Supervisory Board positively evaluates the report presented by the Management Board and requests the General Shareholders Meeting to consider and approve it.
  2. The Resolution shall enter into force upon its adoption.

There were 7 votes in favour, 0 abstentions and 0 votes against.

The Resolution was adopted.

Janusz Niedźwiecki

Mariusz Lewicki

Janusz Marzygliński

Danuta Guzowska

Kazimierz Piotrowski

Marcin Murawski

Tadeusz Sosgórnik

Resolution No. 12/2024

of the Supervisory Board of Apator SA of 25 April 2024

on: assessment of the financial statements of Apator SA for the financial year 2023

  1. Acting pursuant to Article 382 sec. 3 of the Commercial Companies Code, and Article 15 sec. 11 of the Articles of Association of Apator SA, the Supervisory Board of Apator SA made the assessment of the financial statements of Apator SA for 2023 prepared by the Management Board and audited by PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Sp. k., comprising:
    • the statement of financial position prepared as at 31 December 2023, with total assets and liabilities amounting to PLN 520,979 thousand,
    • 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,
    • 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,
    • 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,
    • notes to the separate financial statements, including a description of significant accounting policies and other explanatory information.
  2. On the basis of the report and opinion of the auditor of PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Sp. k. with its registered office in Warsaw, entered on the list of entities authorised to audit financial statements under No. 144, and the Audit Committee's favourable opinion, the Supervisory Board concludes that the separate financial statements have been prepared in accordance with the applicable accounting policies, on the basis of properly maintained books of account. The separate financial statements comply in form and content with the applicable laws and the Company's Articles of Association and present fairly and clearly all information relevant to the assessment of the Company's assets and financial position as at 31 December 2023.
  3. The Supervisory Board requests the General Shareholders Meeting to consider and approve the financial statements of Apator SA for the financial year 2023.
  4. The Resolution shall enter into force upon its adoption.

There were 7 votes in favour, 0 abstentions and 0 votes against.

The Resolution was adopted.

Janusz Niedźwiecki

Mariusz Lewicki

Janusz Marzygliński

Danuta Guzowska

Kazimierz Piotrowski

Marcin Murawski

Tadeusz Sosgórnik

Resolution No. 13/2024

of the Supervisory Board of Apator SA of 25 April 2024

on: assessment of consolidated financial statements of Apator Group for the year 2023

  1. Acting pursuant to Article 382 sec. 3 of the Commercial Companies Code, and Article 15 sec. 11 of the Articles of Association of Apator SA, the Supervisory Board of Apator SA made the assessment of the consolidated financial statements of the Apator Group for 2023 prepared by the Management
    Board and audited by PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością
    Audyt Sp. k., comprising:
    • the consolidated statement of financial position prepared as at 31 December 2023, with total assets and liabilities amounting to PLN 975,198 thousand,
    • the consolidated statement of comprehensive income prepared for the period from
    • 1 January 2023 to 31 December 2023, showing sales revenue
    • in the amount of PLN 1,137,174 thousand, total comprehensive income in the amount of PLN 14,391 thousand and net profit in the amount of PLN 8,504 thousand,
    • the consolidated statement of cash flows showing in the period from
    • 1 January 2023 to 31 December 2023 a decrease in net cash of PLN 6,041 thousand,
    • the statement of changes in consolidated equity showing a decrease in equity from 1 January 2023 to 31 December 2023 of PLN 125 thousand,
    • notes to the consolidated financial statements containing a description of significant accounting policies and other explanatory information.
  2. On the basis of the report and opinion of the auditor of PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Sp. k. with its registered office in Warsaw, entered on the list of entities authorised to audit financial statements under No. 144, and the Audit Committee's favourable opinion, the Supervisory Board concludes that the consolidated financial statements have been prepared, in all material respects, in accordance with the applicable accounting policies, on the basis of properly maintained books of account. The consolidated financial statements comply in form and content with the applicable laws and the Company's Articles of Association and present fairly and clearly all information relevant to the assessment of the Company's assets and financial position as at 31 December 2023.
  3. The Supervisory Board requests the General Shareholders Meeting to consider and approve the consolidated financial statements of the Apator Group for the financial year 2023.
  4. The Resolution shall enter into force upon its adoption.

There were 7 votes in favour, 0 abstentions and 0 votes against.

The Resolution was adopted.

Janusz Niedźwiecki

Mariusz Lewicki

Janusz Marzygliński

Danuta Guzowska

Kazimierz Piotrowski

Marcin Murawski

Tadeusz Sosgórnik

Resolution No. 14/2024

of the Supervisory Board of Apator SA of 25 April 2024 on: statement on the operation of the Audit Committee

  1. The Supervisory Board of Apator SA hereby declares that at Apator SA:
    • the rules on the appointment, composition and functioning of the Audit Committee are complied with, including that its members meet the independence criteria and the requirements regarding the possession of knowledge and skills in the industry in which the issuer operates and in accounting or auditing of financial statements,
    • The Audit Committee performed all the tasks of the audit committee provided for in the applicable regulations.
  2. The Resolution shall enter into force upon its adoption.

Legal basis: Article 70 sec. 1 point 8) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information delivered by issuers of securities and the conditions for recognising as equivalent the information required by the laws of a non-member state

There were 7 votes in favour, 0 abstentions and 0 votes against.

The Resolution was adopted.

Janusz Niedźwiecki

Mariusz Lewicki

Janusz Marzygliński

Danuta Guzowska

Kazimierz Piotrowski

Marcin Murawski

Tadeusz Sosgórnik

Resolution No. 15/2024

of the Supervisory Board of Apator SA of 25 April 2024 on: statement concerning the appointment of the audit firm

  1. The Supervisory Board of Apator SA declares that:
    • the entity authorised to audit financial statements, PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Sp. k., which audited and reviewed the annual separate and consolidated financial statements, was selected in accordance with the provisions of law, including the procedure for the selection of the audit firm. The selection of the entity for auditing and review of statements was made by the Supervisory Board of Apator SA on 26 March 2021 based on the recommendation of the Audit Committee and in accordance with Article 20 of the Articles of Association of Apator SA, i.e. in a manner ensuring its independence in the performance of the tasks entrusted to it,
    • PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Sp. k. registered in the register of entities authorised to audit financial statements under KIBR [National Chamber of Statutory Auditors] No. KIBR 144, as well as members of its Management Board and statutory auditors performing audit activities for Apator SA and related entities met conditions to prepare impartial and independent report on audit of annual financial statements in accordance with binding regulations, standards of professional performance and principles of professional ethics,
    • Apator SA complies with the binding regulations related to the rotation of the audit firm and the key statutory auditor and the obligatory grace periods,
    • Apator SA has a policy in place for the selection of an audit firm and a policy for the provision of additional non-audit services by an audit firm, an entity related to the audit firm or a member of its network, including services conditionally exempt from the prohibition concerning the provision of services by the audit firm.
  2. The Resolution shall enter into force upon its adoption.

Legal basis: Article 70 sec. 1 point 7) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information delivered by issuers of securities and the conditions for recognising as equivalent the information required by the laws of a non-member state

There were 7 votes in favour, 0 abstentions and 0 votes against.

The Resolution was adopted.

Janusz Niedźwiecki

Mariusz Lewicki

Janusz Marzygliński

Danuta Guzowska

Kazimierz Piotrowski

Marcin Murawski

Tadeusz Sosgórnik

Resolution No. 20/2024

of the Supervisory Board of Apator SA of 28 May 2024 on: the distribution of profit of Apator SA for the financial year 2023

1. Acting pursuant to Article 382 sec. 3 of the Commercial Companies Code, and Article 15 sec. 11 of the Articles of Association of Apator SA, the Supervisory Board of Apator SA gives positive assessment of the proposal of the Management Board concerning the distribution of net profit for

the financial year 2023 in the amount of PLN 34,615,166.19 in the following manner:

- dividends

PLN 13,058,829.20, i.e. PLN 0.40 per share,

  1. - supplementary capital PLN 21,556,336.99

  2. In regard to the advance payment for the expected dividend from the profit for 2023 in the amount of PLN 0.20 gross per share, the Supervisory Board gives a positive opinion to the proposal of the Management Board concerning the payment of the remaining part of the dividend in the total amount of PLN 6,529,414.60, i.e. in the amount of PLN 0.20 per share on 11 July 2024, as well as the proposal to establish the right to distribute the remaining part of the dividend to the shareholders holding the shares of Apator SA on 4 July 2024.
  3. The Supervisory Board of Apator SA requests the General Shareholders Meeting to approve the presented proposal for profit distribution.
  4. The Resolution shall enter into force upon its adoption.

There were 7 votes in favour, 0 abstentions and 0 votes against.

The Resolution was adopted.

Janusz Niedźwiecki

Mariusz Lewicki

Janusz Marzygliński

Danuta Guzowska

Kazimierz Piotrowski

Marcin Murawski

Tadeusz Sosgórnik

Resolution No. 22/2024

of the Supervisory Board of Apator SA of 28 May 2024

on: the report on the remuneration of the members of the Management Board and the Supervisory Board for the year 2023

  1. The Supervisory Board of Apator SA adopts the Report on Remuneration of the Members of the Management Board and the Supervisory Board for the year 2023, as set out in the appendix to this resolution.
  2. The Remuneration Report was prepared in accordance with Article 90g of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies and was assessed by PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp. k.
  3. The Supervisory Board authorises the Chairperson of the Supervisory Board, Mr Janusz
    Niedźwiecki, to sign the aforementioned Report.
  4. The Supervisory Board decides to submit the Report to the Ordinary General Shareholders Meeting and request its opinion.
  5. The Resolution shall enter into force upon its adoption.

There were 7 votes in favour, 0 abstentions and 0 votes against.

The Resolution was adopted.

Janusz Niedźwiecki

Mariusz Lewicki

Janusz Marzygliński

Danuta Guzowska

Kazimierz Piotrowski

Marcin Murawski

Tadeusz Sosgórnik

Resolution No. 23/2024

of the Supervisory Board of Apator SA of 28 May 2024 on: the report on the activities of the Supervisory Board in 2023

  1. The Supervisory Board of Apator SA adopts the Report on its activities in 2023 constituting an appendix to this resolution.
  2. The Supervisory Board authorises the Chairperson of the Supervisory Board, Mr Janusz
    Niedźwiecki, to sign the aforementioned Report.
  3. The Supervisory Board decides to submit the Report to the Ordinary General Shareholders Meeting, to request that it be considered and approved, and to grant acknowledgement of the fulfilment of duties by all Supervisory Board Members serving in the financial year of 2023.
  4. The Resolution shall enter into force upon its adoption.

There were 7 votes in favour, 0 abstentions and 0 votes against.

The Resolution was adopted.

Janusz Niedźwiecki

Mariusz Lewicki

Janusz Marzygliński

Danuta Guzowska

Kazimierz Piotrowski

Marcin Murawski

Tadeusz Sosgórnik

Resolution No. 24/2024

of the Supervisory Board of Apator SA of 28 May 2024

on: the request for granting the acknowledgement of the fulfilment of duties by the members of the Management Board of Apator SA

  1. The Supervisory Board, acting under Article 15 sec. 11 of the Articles of Association of Apator SA, requests the General Shareholders Meeting to grant the acknowledgement of the fulfilment of duties by all the Members of the Management Board of Apator SA in the financial year 2023.
  2. The Resolution shall enter into force upon its adoption.

There were 7 votes in favour, 0 abstentions and 0 votes against.

The Resolution was adopted.

Janusz Niedźwiecki

Mariusz Lewicki

Janusz Marzygliński

Danuta Guzowska

Kazimierz Piotrowski

Marcin Murawski

Tadeusz Sosgórnik

Resolution No. 25/2024

of the Supervisory Board of Apator SA of 28 May 2024

on: the opinion on amendments to the Articles of Association of Apator SA and adoption of the consolidated text of the Articles of Association of the Company

1. Acting in accordance with Article 15 sec. 11 of the Articles of Association of Apator SA, the Supervisory Board of Apator SA gives positive opinion to the proposal of the Management Board concerning the introduction of the following amendments to the Articles of Association of the Company:

1.1 Amendment of Article 6 sec. 5 as follows: The Company's other lines of business are:

  • Manufacture of electricity distribution and control apparatus, PKD 27.12.Z,
  • Manufacture of other plastic products, PKD 22.29.Z,
  • Manufacture of other technical ceramic products, PKD 23.44.Z,
  • Manufacture of metal structures and parts of structures, PKD 25.11.Z,
  • Machining of metal parts, PKD 25.62.Z,
  • Manufacture of electronic printed circuits, PKD 26.12
  • Manufacture of computers and peripheral equipment, PKD 26.20.Z,
  • Manufacture of (tele)communication equipment, PKD 26.30.Z,
  • Manufacture of consumer electronics, PKD 26.40.Z,
  • Manufacture of watches and clocks, PKD 26.52.Z,
  • Manufacture of installing equipment, PKD 27.33.Z,
  • Manufacture of other electrical equipment, PKD 27.90.Z,
  • Manufacture of office machinery and equipment, except computers and peripheral equipment, PKD 28.23.Z,
  • Repair and maintenance of machinery, PKD 33.12.Z,
  • Repair and maintenance of electronic and optical equipment, PKD 33.13.Z,
  • Repair and maintenance of electrical equipment, PKD 33.14.Z,
  • Installation of industrial machinery and equipment and outfit, PKD 33.20.Z,
  • Production of electricity, PKD 35.11.Z,
  • Transmission of electricity, PKD 35.12.Z,
  • Distribution of electricity, PKD 35.13.Z,
  • Trade of electricity, PKD 35.14.Z,
  • Dismantling of wrecks, PKD 38.31.Z,
  • Recovery of sorted materials, PKD 38.32.Z,
  • Works related to the construction of telecommunication and electric power lines, PKD 42.22.Z.
  • Electrical installation, PKD 43.21.Z,
  • Wholesale of computers, peripheral equipment and software, PKD 46.51.Z,

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Apator SA published this content on 28 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 June 2024 12:31:04 UTC.