The Management Board of Apator S.A. with the seat in Toruń at 4a Gdańska Street C4, registered in the Register of Entrepreneurs of the National Court Register under the number KRS 0000056456, the place of keeping the registration files - District Court in Toruń, VII Economic Department of the National Court Register, Tax Identification Number NIP 879 016 68 96, with the share capital in the amount of 3.264 707,30 PLN, paid in full, acting based on art. 399 § 1 and 4022§ 1 of the Polish Commercial Companies Code (hereinafter referred to as PCCC) and § 14 sec. 3 of the Statute of Apator S.A.
S.A. announces that it convenes the Extraordinary General Shareholders Meeting of Apator S.A. to be held on 29th October 2025 at 10.00 a.m. in Toruń in Filmar Hotel, Pomorsk Hall (ground floor), address: ul. Grudziądzka 39- 43, 87-100 Toruń.
The Extraordinary General Meeting of Apator S.A. adopts the following agenda:
. Opening of the Extraordinary General Meeting.
Election of the Chairman of the Extraordinary General Meeting.
Confirmation of the correctness of convening the Extraordinary General Meeting and its capacity to adopt resolutions.
Adoption of the agenda of the Extraordinary General Meeting.
Adoption of a resolution on the repeal of the previously adopted resolution No. 28/VI/2025 of the Ordinary General Meeting of Apator S.A. of 25 June 2025 concerning the merger of Apator S.A. with its registered office in Toruń with Fabryka Aparatury Pomiarowej " PAFAL" S.A. with its registered office in Świdnica.
Adoption of a resolution on the amendment of the Articles of Association of Apator S.A.
Adoption of a resolution on the adoption of the consolidated text of the Articles of Association of Apator S.A.
Adoption of a resolution on the amendment of the Rules of Procedure of the Supervisory Board of Apator S.A.
Adoption of a resolution on the adoption of the consolidated text of the Rules of Procedure of the Supervisory Board of Apator S.A.
Miscellaneous matters.
Closing of the meeting.
Pursuant to Art. 402 sec. 2, the Management Board of Apator S.A. announces the proposed amendments to the Articles of Association of Apator S.A.:
The current wording of § 15sec. 11 point 9) of the Articles of Association of Apator S.A. is amended as follows:
9) selecting an auditor to audit the financial statements, to the following:
9) selecting an auditor to audit the financial statements or certify sustainable development reporting.
Pursuant to Art. 4022 of the CCC, the Company provides information concerning the participation in the General Shareholders Meeting of Apator S.A. Day of registration of participation in Extraordinary General Shareholders Meeting.
The day of registration of participation in the Extraordinary General Shareholders MeetingThe day of registration of participation in the Extraordinary General Shareholders Meeting in accordance with Article 4061§ 1 of the Polish Commercial Companies Code falls sixteen days before the date of the Extraordinary General Shareholders Meeting, i.e. on 13 October 2025 (hereinafter "Registration Day"). The Record Date for participation in the General Meeting is uniform for those entitled from bearer shares and registered shares.
Right to participate in the Extraordinary General MeetingThe Management Board of the Company announces that, in accordance with Article 406 1of the Code of Commercial Companies, the right to participate in the Extraordinary General Meeting is vested in those shareholders who, on the Record Date, will have shares of the Company recorded in their securities account and who, not earlier than after this announcement of the convening of the Extraordinary General Meeting and not later than on the first common date after the Record Date, i.e. by 14 October 2025 (inclusive), request the entity maintaining the securities account to issue a registered certificate of the right to participate in the Ordinary General Meeting. The certificate should meet the requirements set out in Article 406 3of the Commercial Companies Code.
In addition, the right to participate in the Extraordinary General Meeting, pursuant to Article 406 2of the CCC also have pledgees and users with voting rights, if the establishment of a limited right in rem in their favour is registered in the securities account on the Record Date.
The list of shareholders entitled to participate in Extraordinary General Shareholders Meeting is established by Apator
S.A. based on the list of shareholders made available by National Depository of Securities S.A.. The list is prepared based on information submitted to KDPW S.A. by entitled entities in accordance with the Act of 29 July 2005 on trading in financial instruments. The List of Shareholders entitled to participate in the Extraordinary General Meeting (hereinafter referred to as the List of Shareholders) will be displayed at the Office of the Company's Management Board at Ostaszewo 57C, 87-148 Łysomice, Kujawsko-Pomorskie Voivodship, from 9.00 a.m. to
3.00 p.m. for 3 weekdays prior to the Extraordinary General Meeting, i.e. from 24-28 October 2025.
A Shareholder may inspect the List of Shareholders at the premises of the Office of the Management Board of the Company at Ostaszewo 57 C, 87-148 Łysomice, Kujawsko-Pomorskie Province and request a copy of the List of Shareholders against reimbursement of the costs of its preparation. A Shareholder may request that the List of Shareholders be sent to him or her free of charge by e-mail, stating the address to which the list should be sent. To the request referred to above, the shareholder should attach the registered deposit certificate referred to in Article 9 sec. 1 of the Act on Trading in Financial Instruments or the registered certificate
on the right to participate in the Extraordinary General Meeting issued by the entity maintaining the securities account in which the Company's shares are recorded.
In addition, in the case of:
− shareholders who are natural persons - a copy of a document confirming the identity of the shareholder must be attached (if the request is made in electronic form),
− shareholders who are legal persons or partnerships - the right to act on behalf of the entity should be confirmed by enclosing a current excerpt from the National Court Register or other register,
− submission of a request by a proxy - it is necessary to enclose a power of attorney to submit such a request signed by the shareholder (or an uninterrupted chain of powers of attorney) and a copy of a document confirming the identity of the person signing the request, and in the case of a proxy other than a natural person - a copy of an extract from the relevant register confirming authorization of the signatory to act on behalf of the proxy.
Letters containing the aforementioned demands, signed by the shareholder or by his/her proxy and all documents attached by the shareholder to the aforementioned letters, sent to the Company electronically should be scanned to a file in PDF or JPG format.
Right of a shareholder representing at least one-twentieth of the share capital to request the inclusion of specific items on the agenda of the Annual General MeetingA shareholder or shareholders representing at least one-twentieth of the share capital are entitled to request the inclusion of certain matters on the agenda of the Extraordinary General Meeting (Article 401 § 1 of the CCC). The demand should be submitted to the Company's Management Board no later than 21 days before the date of the Extraordinary General Meeting, i.e. by 4 June 2025. The request should include a justification of the draft resolution concerning the proposed agenda item. The demand may be submitted in writing to the address: Apator S.A. Ostaszewo 57C, 87-148 Łysomice, Kujawsko-Pomorskie Voivodship or in electronic form sent to the e-mail address: .ri@apator.com
To the notification referred to above, the shareholder(s) should enclose the registered deposit certificate(s) referred to in Article 9 sec. 1 of the Act on Trading in Financial Instruments or the registered certificate(s) of the right to participate in the Extraordinary General Meeting issued by the entity maintaining the securities account on which the Company's shares are recorded. The above-mentioned documents will be the basis for determining whether the shareholder(s) holds the appropriate number of shares to make the demand.
In addition, in the case of:
− shareholders who are natural persons - a copy of a document confirming the identity of the shareholder must also be attached (if the request is made in electronic form),
− shareholders who are legal persons or partnerships - the authority to act on behalf of the entity should be confirmed by enclosing a current excerpt from the National Court Register or other register,
− submission of a request by a proxy - a power of attorney for submission of such a request signed by the shareholder (or an uninterrupted chain of powers of attorney) and a copy of a document confirming the identity of the person signing the request, and in the case of a proxy other than a natural person - a copy of an extract from the relevant register confirming authorization of the signatory to act on behalf of the proxy.
Letters containing the aforementioned demands, signed by the shareholder or by his/her proxy and all documents attached by the shareholder to the aforementioned letters, sent to the Company electronically should be scanned to a file in PDF or JPG format.
The right of a shareholder representing at least one-twentieth of the share capital to to propose draft resolutionsShareholder(s) representing at least one-twentieth of the share capital may, before the date of the Extraordinary General Meeting of Shareholders, report in writing to the address: Apator S.A., Ostaszewo 57C, 87 -148 Łysomice, Kujawsko-Pomorskie Voivodship, or by e-mail to: ri@apator.com, draft resolutions concerning the matters on the agenda of the Extraordinary General Meeting or matters to be introduced to the agenda.
Considering the rule no 4.8 of Best Practice for WSE Listed Companies 2021 adopted to be applied by Apator S.A., the Company requests the shareholders to submit draft resolutions not later than 3 days before the day of Extraordinary General Shareholders Meeting.
To the notification referred to above, the shareholder(s) should enclose the registered deposit certificate(s) referred to in Article 9 sec. 1 of the Act on Trading in Financial Instruments or the registered certificate(s) of the right to participate in the Extraordinary General Meeting issued by the entity maintaining the securities account on which the Company's shares are recorded. The above-mentioned documents will be the basis for determining whether the shareholder(s) holds the appropriate number of shares to make the demand.
In addition, in the case of:
− shareholders who are natural persons - a copy of a document confirming the identity of the shareholder must also be attached (if the request is made in electronic form),
− shareholders who are legal persons or partnerships - the authority to act on behalf of the entity should also be confirmed by enclosing a current excerpt from the National Court Register or other register,
− submission of a request by a proxy - it is also necessary to enclose a power of attorney to submit such a request signed by the shareholder (or an uninterrupted chain of powers of attorney) and a copy of a document confirming the identity of the person signing the request, and in the case of a proxy other than a natural person
- a copy of an extract from the relevant register confirming authorization of the signatory to act on behalf of the proxy.
Letters containing the aforementioned demands, signed by the shareholder or by his/her proxy and all documents attached by the shareholder to the aforementioned letters, sent to the Company electronically should be scanned to a file in PDF or JPG format.
Right to propose draft resolutions relating to matters on the agenda at the Extraordinary General MeetingIn accordance with Article 401 § 5 of the Polish Code of Commercial Partnerships and Companies, each shareholder (or proxies) entitled to participate in the Extraordinary General Shareholders' Meeting may, during the Extraordinary General Shareholders' Meeting, propose draft resolutions concerning the matters included in the agenda.
Electronic communication of shareholders with Apator S.A.Within the limits provided for by the provisions of the Commercial Companies Code, the shareholders can contact the Company by electronic means of communication. The communication of shareholders with Apator S.A. in electronic form is made by using email address: ri@apator.com
The risk related to the use of electronic means of communication is borne by the shareholder. Along with the documents sent by the shareholder by electronic means, which were originally prepared in a language other than Polish, the shareholder sends their translation into Polish.
Any documents sent by a shareholder to Apator S.A., as well as by Apator S.A. to a shareholder electronically should be scanned to PDF or JPG format.
Manner of voting by proxyShareholders may participate in the Extraordinary General Meeting and exercise their right to vote personally or by proxy.
The proxy exercises all the rights of the shareholder at the Annual General Meeting, unless otherwise stated in the power of attorney.
The proxy may grant a further power of attorney if this is apparent from the wording of the power of attorney. A proxy may represent more than one shareholder and vote differently on each shareholder's shares.
A shareholder may appoint more than one proxy.
A proxy to attend the Annual General Meeting and to exercise voting rights should be granted in writing or in electronic form. The granting of a proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate.
Proxy forms referred to in Article 4023 § 1(5) of the CCC allowing for the exercise of voting rights by proxy are available on the Company's website https://www.apator.com. The Company does not impose an obligation to grant a proxy on the form proposed by the Company.
In addition, the Company announces that if a shareholder grants a proxy together with voting instructions, the Company will not verify that the proxies exercise their voting rights in accordance with the instructions they received from the shareholders. Accordingly, the Company announces that the voting instruction should only be provided to the proxy.
At the same time, the Board of Directors of the Company announces that the shareholder is required to send the proxy notification in electronic form to: ri@apator.com (in PDF or JPG form). A notification of the granting of a power of attorney in electronic form shall be deemed effective if it reaches the Chairman of the Extraordinary General Meeting prior to the drawing up of the attendance list containing the list of participants in the Extraordinary General Meeting in a form enabling the Chairman of the General Meeting to read the contents of the power of attorney, identify the shareholder and the proxy and verify the validity of the appointment of the proxy. Information on the granting of a power of attorney in electronic form must be accompanied by a scanned power of attorney and, in addition, in the case of:
− shareholders who are natural persons - also a copy of the shareholder's identification document,
− shareholders who are legal persons or partnerships - also a document confirming the authority to act on behalf of the entity, e.g. a current excerpt from the relevant register or other document confirming the authority of the natural person(s) to represent the shareholder at the Annual General Meeting (e.g. an uninterrupted chain of powers of attorney).
The Company reserves the right to take appropriate measures to identify the shareholder and the proxy in order to verify the validity of the proxy granted in electronic form. This verification may consist, in particular, of a return question in electronic form or by telephone addressed to the shareholder and/or proxy in order to confirm the fact that the proxy has been granted and its scope. The Company stipulates that in such a case, failure to respond to the questions asked during the verification will be treated as the inability to verify the granting of the power of attorney and will be the basis for refusal to allow the proxy to participate in the Extraordinary General Meeting.
The member of the Executive Board and the employee of Apator S.A. can be proxies at the General Shareholders Meeting of Apator
S.A. as a public company. If the proxy at the General Meeting is a member of the Executive Board, member of the Supervisory Board, liquidator, employee of the Company or member of the bodies or employee of a company or co-operative dependent on the Company, the proxy may authorise representation only at one General Meeting of the Company. The proxy must disclose to the shareholder the circumstances indicating the existence or possibility of a conflict of interest. The granting of a further proxy is excluded. The proxy referred to above shall vote in accordance with the instructions given by the shareholder.
Admission to the Annual General MeetingShareholders will be admitted to attend the Annual General Meeting upon presentation of their identity card, passport or other official personal identification document and proxies: - in the case of a power of attorney granted in writing - upon presentation of a valid identity card and a valid power of attorney granted in writing, − in the case of a power of attorney granted in electronic form - upon presentation of a valid identity card, passport or other official identity document of the natural person.
Representatives of legal persons or partnerships should additionally present current excerpts from relevant registers, listing the persons authorised to represent such entities, or other documents confirming the authority of the natural
person(s) to represent the shareholder at the Extraordinary General Meeting (e.g. an uninterrupted chain of powers
of attorney). If copies of the above documents are presented, they should be notarised.
The proxies and other required documents confirming the entitlement of the shareholder or the person representing the shareholder to attend the Extraordinary General Meeting will be attached to the book of minutes by the Company.
The possibility of participating in the Extraordinary General Meeting by means of of electronic communicationThe Company does not provide for the possibility of participating in the General Meeting by means of electronic means of communication.
The possibility of exercising voting rights by correspondence or using means of means of electronic communication The Company does not provide for the possibility to cast votes at the General Meeting by correspondence or using electronic means of communication. Materials relating to the Annual General Meeting and the manner in which they may be made availableThe full text of the documentation to be presented at the Extraordinary General Meeting, including the draft resolutions of the Extraordinary General Meeting, is available on the Company's website https://www.apator.com and has been made available to the public by means of a current report. All information regarding the Annual General Meeting will be available on the Company's website https://www.apator.com.
Shareholder's right to ask questions regarding the matters on the agenda of the of the Extraordinary General MeetingEach shareholder has the right to ask questions concerning the matters placed on the agenda of the agenda of the Annual General Meeting.
Procedural informationRegistration of shareholders will take place half an hour before the start of the Extraordinary General Meeting Meeting, i.e. from 9.30 a.m. onwards.
Please remember to bring a valid identity card, passport or other official identification document on the day of the Extraordinary General Meeting in order to be admitted to the Meeting.
The proceedings of the Annual General Meeting will be broadcast online by UNICOMP-WZA Sp. z o.o. via the Internet.
The webcast of the proceedings will be available at: https://www.apator.com in the "Investor Relations" section. In order to access the transmission of the Extraordinary General Meeting, one must have equipment meeting the following technical requirements: - an Internet connection with a bandwidth of not less than 4 MBps, − a computer operating at a quality and performance acceptable to the user in an Internet environment having one of the following Internet browsers installed in the latest possible version: Internet Explorer, Mozilla, Firefox, Opera.
Information concerning processing of personal data of shareholders and proxies shareholders of Apator S.A.Based on the Regulation of the European Parliament and of the Council (EU) 2016/679 on the protection of natural persons in relation to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation, hereinafter: Regulation), Apator S.A. presents the following information:
Data controller | Apator S.A. ul. Gdan´ska 4A lok. C4, 87-100 Torun |
Contact details of Administrator | The Administrator can be contacted
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Data Protection Inspector | Apator S.A. has appointed a Data Protection Inspector who can be contacted:
The Data Protection Inspector can be contacted in all matters concerning the processing of personal data and use of rights vested under . Regulation. |
Categories of data | The Administrator processes in particular the following categories of your personal data:
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Source of data | Your data is collected by the Administrator:
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Purposes of processing and legal basis of processing | The Administrator will process your data in order to:
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Period for which the data will be kept | Your personal data will be kept:
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Recipients of the data | For the purposes indicated above, your personal data may be disclosed by the Administrator to entities authorised to receive personal data on the basis of relevant legislation, entities providing services to the Administrator in the ICT or technical area, legal, notarial or advisory services, other entities processing personal data on behalf of the Administrator. Your personal data may be shared with other shareholders (legal basis: Article 407 of the Commercial Companies Code). Your personal data may also be published in a current report and forwarded to the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) when, pursuant to art. 70, paragraph 3 of the Act of 29 July 2005 on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies, you hold at least 5% of the votes at the General Meeting of Shareholders. Your personal data in the form of image recorded during the General Meeting will be made available as part of the real-time transmission and publication of the recording on the Administrator's website and YouTube channel. |
Profiling and automated decision-making | Your personal data will not be processed in an automated manner, including no profiling. |
Rights of the data subject data subject | Under the Regulation, you have the right to:
You have the right to object at any time - on grounds relating to your particular situation - to the processing of your data for the legitimate interests of the Controller. In this case, the Controller may process the data to the extent that the Controller demonstrates the existence of compelling legitimate grounds for the processing which override your interests, rights and freedoms or grounds for the establishment, exercise or defence of claims (Article 21(1) of the Regulation). To the extent that the processing of your personal data is based on consent, you have the right to withdraw it. The withdrawal of consent shall not affect the consent of the processing that was carried out on the basis of consent before its withdrawal. You also have the right to lodge a complaint with the President of the Office for the Protection of Personal Data if there is a suspicion that the processing of your personal data violates data protection legislation. |
Transfers of data to a third country or internation al organisation | In connection with the publication of a recording on the YouTube platform, personal data (image, voice, statements) may be transferred to third countries (e.g. USA), where the operators of the website are based. In this case, appropriate safeguards are applied, including standard contractual clauses approved by the European Commission. The rules for the processing of personal data by YouTube (Google) are available a t : https://policies.google.com/privacy?hl=pl |
In the case of providing data directly to the Company, the provision of data is required by the provisions of the Commercial Companies Code and to enable verification of the shareholder's identity, and failure to do so may result in not being able to participate in the General Meeting. In the case of the e-mail address and telephone number, the provision of this data is voluntary, but necessary to enable contact between the Administrator and the shareholder by e-mail or telephone call, and failure to provide this data will result in the not possible to contact you by this means. | |
