Apator S.a.GPW: APT

Report on renumeration of the Member of the Management Board and Supervisory Board for 2025 (Report on renumeration of the Member of the Management Board and Supervisory Board for 2025)

· Issued by Apator S.A.


Name of the entity: Apator SA

Reporting period: 1 January 2025 - 31 December 2025 Reporting currency: Polish zloty (PLN)

Rounding level: Whole numbers, no decimal places

Page 1 of 14

Toruń, 15 May 2026



Report of the Supervisory Board of Apator SA on



remuneration of the Members of the Management Board and the Supervisory Board for 2025



Table of contents
  1. Introduction 3

  2. Remuneration of Members of the Supervisory Board 3

  3. Remuneration of Management Board Members 6

  4. Explanation of how the total remuneration complies with the adopted Remuneration Policy and how it contributes to the achievement of the Company's long-term results 9

  5. Changes in remuneration and key performance indicators of the Apator Group over the period 2020-2025 11

  6. Number of financial instruments granted or offered and the main terms and conditions for exercising rights under

    these instruments, including the price and exercise date and any changes thereto 14

  7. Information on how to claim a refund of variable pay components 14

  8. Information regarding deviations from the procedure for implementing the remuneration policy and deviations applied in accordance with Article 90f of the Act on Public Offerings, including an explanation of the grounds and procedure, and an indication of the elements from which deviations were applied 14

Name of the entity:

Apator SA

Reporting period:

01/01/2025 - 31/12/2025

Reporting currency:

Polish zloty (PLN)

Rounding level:

Whole numbers, no decimal places

  1. ‌Introduction

    The report on the remuneration of the Members of the Management Board and Supervisory Board of Apator SA has been prepared in accordance with the requirements of the Act of 29 July 2005 on Public Offerings and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies (i.e. Journal of Laws of 2025 item 592, hereinafter referred to as the Act on Public Offer) and contains a description of the remuneration paid to members of the Management Board and Supervisory Board in accordance with the applicable internal regulations, including the "Remuneration Policy for Members of the Management Board and Supervisory Board of Apator S.A." (hereinafter referred to as the "Remuneration Policy") adopted by the Ordinary General Meeting of Apator S.A. on 2 July 2020 and amended by a resolution of the Ordinary General Meeting adopted on 28 June 2023 and by a resolution of the Ordinary General Meeting adopted on 25 June 2025

    On 25 June 2025, the Ordinary General Meeting of Apator SA, having regard to the assessment of the auditor KPMG Audyt sp. z o.o. sp.k., adopted Resolution No. 10/VI/2025 giving a positive opinion on the Report of the Supervisory Board of Apator SA on the remuneration of the Members of the Management Board and the Supervisory Board of Apator SA for the year 2024.

  2. ‌Remuneration of Members of the Supervisory Board

    During the reporting period, changes were made to the composition of the Supervisory Board in connection with the expiry of its term of office on 25 June 2025. The Ordinary General Meeting of Apator S.A. therefore appointed the Supervisory Board of Apator S.A. for a new 5-year term, lasting until the Ordinary General Meeting in 2030.

    Consequently, the composition of the Supervisory Board of Apator S.A. during 2025 was as follows:

    Table 1. Composition of the Supervisory Board of Apator S.A. in 2025

    First name and surname

    Position

    Term of office in the reporting year

    Janusz Niedźwiecki

    Chairman of the Supervisory Board

    1 January 2025 - 31 December 2025

    Mariusz Lewicki

    Deputy Chairman of the Supervisory Board

    1 January 2025 - 31 December 2025

    Kazimierz Piotrowski

    Member of the Supervisory Board

    1 January 2025 - 31 December 2025

    Janusz Marzygliński

    Member of the Supervisory Board

    1 January 2025 - 31 December 2025

    Tadeusz Sosgórnik

    Member of the Supervisory Board

    1 January 2025 - 31 December 2025

    Danuta Guzowska

    Member of the Supervisory Board

    1 January 2025 - 25 June 2025

    Marcin Murawski

    Member of the Supervisory Board

    1 January 2025 - 25 June 2025

    Monika Guzowska

    Member of the Supervisory Board

    26 June 2025 - 31 December 2025

    Grażyna Sudzińska-Amroziewicz

    Member of the Supervisory Board

    26 June 2025 - 31 December 2025

    An Audit Committee operates within the Supervisory Board. The term of office of the Audit Committee is common to all its members and coincides with that of the Supervisory Board.

    Name of the entity:

    Apator SA

    Reporting period:

    01/01/2025 - 31/12/2025

    Reporting currency:

    Polish zloty (PLN)

    Rounding level:

    Whole numbers, no decimal places

    Table 2. Composition of the Audit Committee of the Supervisory Board of Apator SA in 2025

    First name and surname

    Position

    Term of office in the reporting year

    Marcin Murawski

    Chairman of the Audit Committee

    1 January 2025 - 25 June 2025

    Grażyna Sudzińska-Amroziewicz

    Chair of the Audit Committee

    26 June 2025 - 31 December 2025

    Kazimierz Piotrowski

    Member of the Audit Committee

    1 January 2025 - 31 December 2025

    Mariusz Lewicki

    Member of the Audit Committee

    1 January 2025 - 31 December 2025

    Members of the Supervisory Board hold their positions by appointment and are entitled to remuneration in that capacity. The rules governing the remuneration of Supervisory Board members are set out in the Remuneration Policy.

    Components of remuneration for members of the Supervisory Board:

    Fixed component A member of the Supervisory Board receives remuneration in the form of a fixed monthly amount determined by a resolution of the General Meeting, irrespective of attendance at Supervisory Board meetings, provided that, in the event the Supervisory Board delegates one of its members to perform supervisory duties independently, the amount of remuneration shall be determined by a resolution of the Supervisory Board. The rules governing the remuneration of a Member of the Supervisory Board may be set out in the resolution appointing them to the position of Member of the Supervisory Board or in a separate resolution.

    Remuneration for members of the Supervisory Board is paid on the date on which remuneration is paid to the Company's employees. In the case of remuneration received pursuant to a resolution of the Supervisory Board, a member of the Supervisory Board receives remuneration in the amount and on the dates specified in that resolution

    Part variable

    Additional non-monetary benefits

    Members of the Supervisory Board do not receive additional remuneration in the form of bonuses.

    Each member of the Supervisory Board may receive other non-monetary benefits from the Company, in accordance with the rules applicable to the Company's employees, such as:

    • subsidies for benefits available to the Company's employees (Multisport card and medical package, additional life and motor insurance),

    • PPK.

      Pursuant to Article 392 §3 of the Commercial Companies Code, members of the Supervisory Board are entitled to claim reimbursement of expenses (e.g. business travel) incurred in the performance of their duties.

      Remuneration of Supervisory Board Members in 2025

      From 1 January 2025 to 25 June 2025 (in accordance with General Meeting Resolution No. 30/VII/2020 of 2 July 2020), the remuneration of Supervisory Board members was as follows:

      • for the Chairman of the Supervisory Board - PLN 8,500 gross per month,

      • for the other members of the Supervisory Board - PLN 7,000 gross per month,

      • an allowance for serving on Supervisory Board committees - PLN 1,500 gross per month.

        Name of the entity:

        Apator SA

        Reporting period:

        01/01/2025 - 31/12/2025

        Reporting currency:

        Polish zloty (PLN)

        Rounding level:

        Whole numbers, excluding decimal places

        During the financial year, on 25 June 2025, the Annual General Meeting adopted a new remuneration level for Members of the Supervisory Board, as set out in Resolution No. 27/VI/2025, which amounts to:

      • for the Chairman of the Supervisory Board - PLN 11,000 gross per month,

      • for the other members of the Supervisory Board - PLN 9,000 gross per month,

      • an allowance for serving on Supervisory Board committees - PLN 2,000 gross per month.

        Table 3. Total remuneration of Supervisory Board members for 2025 (PLN thousand gross):

        First name and surname

        Remuneration

        fixed remuneration from Apator SA

        Additional benefits from Apator SA*

        Total remuneration from Apator SA

        Remuneration from other entities belonging to the Group

        Apator**

        Total remuneration from the Apator Group

        Janusz Niedźwiecki Chairman of the Supervisory Board

        117.50 - 117.50 - 117.50

        Mariusz Lewicki

        Deputy Chairman

        of the Supervisory Board

        117.50 1.7 119.20 115.83 235.03

        Kazimierz Piotrowski

        Member of the Supervisory Board

        117.50 - 117.50 64.00 181.50

        Janusz Marzygliński

        Member of the Supervisory Board

        96.40 - 96.40 30.43 126.83

        Tadeusz Sosgórnik

        Member of the Supervisory Board

        96.40 1.22 97.62 248.92 346.54

        Danuta Guzowska Member of the Supervisory Board until 25 June 2025

        40.60 - 40.60 - 40.60

        Marcin Murawski Member of the Supervisory Board until 25 June 2025

        49.30 0.87 50.17 - 50.17

        Monika Guzowska Member of the Supervisory Board since 26 May 2025

        55.80 - 55.80 77.14 132.94

        Grażyna Sudzińska-Amroziewicz

        Member of the Supervisory Board

        since 26 June 2025

        68.20 - 68.20 - 68.20

        Summary 759.20 3.79 762.99 536.32 1,299.31

        * Additional benefits may include: medical benefits, sports packages, and PPK contributions.

        **Tadeusz Sosgórnik received a basic salary and additional benefits from Apator Mining Sp. z o.o. in connection with his role as Commercial Director, as well as remuneration for serving as a member of the Supervisory Board in Apator Group companies. The other individuals received remuneration solely for serving as members of the Supervisory Board in Apator Group companies.

        The immediate family members of the members of the Supervisory Board did not receive any monetary or non-monetary benefits in 2025.

        During 2025, members of the Supervisory Board of Apator SA also held positions on the governing bodies of Apator Group companies, which also involved receiving remuneration paid by those companies:

        • Mariusz Lewicki - Chairman of the Supervisory Board of Apator Metrix S.A.,

          • Chairman of the Supervisory Board of Apator Mining Sp. z o.o.,

          • Member of the Supervisory Board of Apator Powogaz S.A.,

        • Janusz Marzygliński - Chairman of the Supervisory Board of Apator Rector Sp. z o.o.,

        • Kazimierz Piotrowski - Deputy Chairman of the Supervisory Board of Apator Metrix S.A.,

          Name of the entity:

          Apator SA

          Reporting period:

          01/01/2025 - 31/12/2025

          Reporting currency:

          Polish zloty (PLN)

          Rounding level:

          Whole numbers, excluding decimal places

          - Member of the Supervisory Board of Apator Mining Sp. z o.o.

        • Tadeusz Sosgórnik - Chairman of the Supervisory Board of Apator Powogaz S.A.,

          • Chairman of the Supervisory Board of FAP Pafal S.A. (in liquidation),

          • Member of the Supervisory Board of Apator Rector sp. z o.o.

          • Commercial Director of Apator Mining Sp. z o.o.

        • Monika Guzowska - Member of the Supervisory Board of FAP Pafal S.A. (in liquidation),

          • Member of the Supervisory Board of Apator Metrix S.A.

  3. ‌Remuneration of Management Board Members

    During the reporting period, the composition of the Management Board of Apator S.A. remained unchanged. In 2025, the term of office of the Management Board expired, and consequently, on 26 June 2025, the Supervisory Board appointed a Management Board with the same composition. The joint term of office of the Management Board lasts three years, and the mandates of the members of the Management Board expire on the date of the Annual General Meeting in 2028.

    Table 4. Composition of the Management Board of Apator SA in 2025:

    First name and surname

    Position

    Term of office in the reporting year

    Maciej Wyczesany Chairman of the Management Board - Chief Executive Officer

    of the Apator Group

    1 January 2025 - 31 December 2025

    Łukasz Zaworski Member of the Management Board - Director of Product Development

    1 January 2025 - 31 December 2025

    The rules governing the remuneration of members of the Management Board are set out in the Remuneration Policy, the "Regulations on Bonuses for Members of the Management Board of Apator SA" adopted by Supervisory Board Resolution No. 47/2020 of 3 November 2020, and on the basis of the individual remuneration terms set out in the contracts with Members of the Management Board.

    The basis for establishing a legal relationship with a Member of the Management Board and for paying them remuneration is:

    1. an employment contract concluded for a fixed or indefinite term,

    2. a contract of mandate (management contract) concluded for the duration of the Member of the Management Board's term of office,

    3. appointment to the position of a Member of the Management Board for the duration of their term of office,

    4. a civil law contract concluded with an entity cooperating with or employing a Member of the Management Board,

    5. any other legally permissible form of cooperation.

    The basis for establishing a legal relationship with a Member of the Management Board and the determination of the amount of their remuneration shall be agreed through negotiations between the parties. These negotiations shall be conducted on behalf of the Company by the Supervisory Board or by a representative authorised by it and selected from among the Members of the Supervisory Board.

    The final decision regarding the establishment of a legal relationship with a Member of the Management Board, its basis, and the rights and obligations of the parties in respect of, inter alia, the termination of the legal relationship, as well as the rules of remuneration, is taken by the Company's Supervisory Board in the form of a resolution, to which a draft agreement to be concluded with the Member of the Management Board is attached.

    The Supervisory Board may establish different bases for entering into a legal relationship for individual members of the Management Board, as well as determine different remuneration rates for individual members of the Management Board for managing the Company and directly managing an organisational division; however, regardless of this, the rules for dividing a given Member of the Management Board's remuneration into a fixed and a variable component must remain the same, regardless of the basis for establishing the legal relationship applied.

    In the event that a Member of the Management Board is entrusted with additional duties or functions, they shall be entitled to appropriate remuneration for performing them, determined in accordance with the principles set out in the Policy

    Name of the entity:

    Apator SA

    Reporting period:

    01/01/2025 - 31/12/2025

    Reporting currency:

    Polish zloty (PLN)

    Rounding level:

    Whole numbers, excluding decimal places

    Remuneration, regardless of the legal basis for such appointment. The provisions of the Remuneration Policy, including those concerning the obligation to include it in the remuneration report, shall apply accordingly to the remuneration received by a Member of the Management Board for the performance of other duties or the additional performance of other functions.

    Irrespective of the basis for establishing a legal relationship with a Member of the Management Board, a Member of the Management Board may receive monetary remuneration from the Company for managing the Company, consisting of two parts, i.e. a fixed part and a variable part.

    When appointing a Member of the Management Board, the Supervisory Board shall specify - in the resolution appointing the Member of the Management Board or in a separate resolution or agreement - the basic elements of the Member of the Management Board's monetary remuneration, including the amount of the fixed and variable remuneration.

    A Member of the Management Board may also be granted additional benefits in accordance with the rules applicable to the Company's employees.

    Components of a Member of the Management Board's remuneration:

    Fixed component The fixed component of remuneration is paid monthly in the amount specified in the Supervisory Board's resolution, on the date of payment of remuneration to the Company's employees or on another date agreed in the contract with the Member of the Management Board. The Supervisory Board determines the amount of the fixed remuneration, taking into account the expectations of the Management Board member, the Company's profit levels and remuneration benchmarks.

    Variable variable

    Additional non-monetary benefits

    The variable component of remuneration constitutes up to 80% of the fixed remuneration and is paid in the form of an annual bonus following the approval of the Company's financial statements by the General Meeting.

    The payment of the annual bonus is contingent upon the achievement of specific long-term management objectives by individual Members of the Management Board and the results achieved by the Company/Apator Group. The Supervisory Board sets the objectives and determines the rules for their assessment by the end of the first quarter of the relevant year. The Supervisory Board may differentiate the targets set for Management Board members, taking into account the additional functions entrusted to them.

    Management targets consist primarily of financial and non-financial indicators. The degree of task completion forms the basis for the award of an annual bonus to the Management Board of Apator SA.

    Each Member of the Management Board may also receive other non-monetary benefits from the Company, in accordance with the rules applicable to the Company's employees, such as:

    • contribution towards the cost of renting accommodation,

    • subsidies for benefits available to the Company's employees (including a Multisport card and medical package, additional life and motor insurance),

    • PPK,

    • a company car for private use.

      The Company does not offer additional pension schemes.

      The Company may grant members of the Management Board remuneration in the form of financial instruments. A member of the Management Board may acquire the right to receive such remuneration during the term of the legal relationship between the member and the Company.

      Name of the entity:

      Apator SA

      Reporting period:

      01/01/2025 - 31/12/2025

      Reporting currency:

      Polish zloty (PLN)

      Rounding level:

      Whole numbers, excluding decimal places

      Total remuneration from the Apator Group

      Remuneration from other entities belonging to the Apator Group**

      Proportion of variable remuneration in total remuneration at Apator SA

      Total

      Total

      from Apator SA

      Additional benefits from Apator SA

      Variable remuneration

      from Apator SA*

      Remuneration from other sources (sick pay, holiday pay, inventions, severance pay,

      compensation)

      Remuneration

      Fixed from Apator SA (employment

      contract, appointment to the Management Board, service contract)

      First name and surname





      Table 5. Total remuneration of Management Board members for 2025 (PLN thousand, gross):

      Maciej Wyczesany

      Chairman of the Management Board

      852.00 - 609.60 18.50 1,480.10 41.19% 102.18 1,582.28

      Łukasz Zaworski

      Member of the Management Board

      538.67 0.98 243.75 8.51 791.90 30.78% 67.76 859.66

      Summary 1,390.67 0.98 853.35 27.01 2,272.00 37.56% 169.94 2,441.95

      *The bonus amount was calculated for Maciej Wyczesany and Łukasz Zaworski based on the settled Target Sheets for 2025. The bonus will be paid following the approval of the 2025 financial statements by the Annual General Meeting.

      **Maciej Wyczesany received remuneration for serving on the Supervisory Boards of Apator Powogaz, Apator Rector and Apator Metrix. Łukasz Zaworski received remuneration for serving on the Supervisory Boards of Apator Powogaz Czechia, Apator Telemetria and Apator Rector.

      During 2025, members of the Management Board served on the governing bodies of the following subsidiaries:

      • Maciej Wyczesany - Member of the Supervisory Board of Apator Metrix S.A.,

        • Member of the Supervisory Board of Apator Powogaz S.A.,

        • Member of the Supervisory Board of Apator Rector Sp. z o.o. (until 17 June 2025).

      • Łukasz Zaworski - Member of the Supervisory Board of Apator Rector Sp. z o.o.,

        • Member of the Board of Directors of Apator Miitors ApS - unpaid,

        • Member of the Supervisory Board of Apator Telemetria sp. z o.o. (until 17 July 2025),

        • Member of the Supervisory Board of Apator Powogaz Czechia s.r.o. (until 31 August 2025).

    Name of entity:

    Apator SA

    Reporting period:

    1 January 2025 - 31 December 2025

    Reporting currency:

    Polish zloty (PLN)

    Rounding level:

    Whole numbers, no decimal places



    Page 8 of 14

  4. ‌Explanation of how total remuneration complies with the adopted Remuneration Policy and how it contributes to the achievement of the Company's long-term results

    Under the Remuneration Policy in place, the structure of total remuneration is in line with market practices, whilst remuneration levels correspond to those offered in the sector of industrial companies listed on the Warsaw Stock Exchange, taking into account the scale of operations.

    Remuneration levels are reviewed once a year. The criteria influencing the nature and amount of fixed and variable remuneration awarded to Members of the Management Board have been defined in such a way as to support the implementation of the business strategy, the long-term interests and stability of the Company, in particular by:

    − setting annual bonus targets for Management Board members in line with the financial

    and strategic plans of the Company and the Apator Group, followed by an assessment of the level of their achievement,

    − entering into non-competition and confidentiality agreements with Members of the Management Board to safeguard the Company's interests.

    The remuneration set for Management Board members is also based on differences in the remuneration levels adopted for individual Management Board members, resulting from the function and role performed within the management body; it corresponds to the type of work performed by individual Management Board members and the qualifications necessary to perform it.

    The aim of the Remuneration Policy is to ensure the development of the Company and the entire Apator Group, safeguarding the interests of stakeholders, in particular customers, owners and employees, inter alia through adequate, market-based remuneration for work performed and by motivating them to achieve the best possible results based on specific quantitative and qualitative criteria.

    Each Member of the Company's Management Board may receive variable remuneration. The variable component of remuneration constitutes up to 80% of the fixed remuneration and is paid in the form of an annual bonus. The bonus is conditional upon the achievement of financial and non-financial targets set by the Board, on the understanding that the threshold triggering the settlement of financial targets is 90% achievement of those targets. The bonus criteria are defined in a clear and verifiable manner.

    Members of the Management Board are assigned both financial and non-financial targets in a ratio of 80:20 respectively. The management targets on which variable remuneration depends may include, in particular:

    − financial targets:

    • EBITDA level

    • level of net and gross profit

    • revenue value and trend

    • cash flow

    • other financial ratios

      − non-financial objectives:

    • implementation of the company's and the Group's business strategy

    • improving business efficiency

    • active pursuit of business development opportunities

    • active cooperation within the Group

    • customer satisfaction levels

    • implementation of the HR strategy

      Name of entity:

      Apator SA

      Reporting period:

      01/01/2025 - 31/12/2025

      Reporting currency:

      Polish zloty (PLN)

      Rounding level:

      Whole numbers, no decimal places

    • Implementation of the ESG strategy

    • environmental indicators

    Bonuses are awarded to Members of the Management Board based on an assessment of the achievement of set targets. The payment of a bonus is conditional upon the approval of the financial statements for the relevant financial year by the Annual General Meeting.

    A further condition for a Member of the Management Board to acquire the right to a bonus for the first full calendar year of serving as a Member of the Management Board is that they must have served in that capacity for a full calendar year; however, if a Member of the Management Board is appointed to the Company's Management Board during a calendar year, he or she may acquire the right to a bonus for a period shorter than one year of serving as a Member of the Management Board in the first year of holding that position, if the Supervisory Board so decides, taking into account the provisions of § 2(4)(5) of the Remuneration Policy and the degree of the Member of the Management Board's commitment to achieving the objectives set for him or her.

    In turn, the remuneration of members of the Supervisory Board, determined in appropriate proportions and based solely on a fixed remuneration and additional remuneration arising from membership of a Supervisory Board committee (to which they are entitled regardless of the frequency of committee meetings), ensures the independence of oversight over the economic situation of the Company and the capital group by decoupling remuneration from its performance.

    1. Bonus targets for 2025

      In accordance with the adopted Remuneration Policy and Bonus Regulations, the Supervisory Board has set financial and non-financial targets for the Management Board members for 2025 in a ratio of 80/20 respectively, and has assigned bonus thresholds and weightings to them. The financial and non-financial targets have been appropriately adjusted to the level and scope of the challenges facing the Company and the Group.

      The award of an incentive bonus to members of the Management Board for the achievement of financial management targets is based on data from the annual, audited separate and consolidated financial statements of the Apator S.A. Capital Group. The subject of the objective assessment within the framework of measurable parameters included, amongst others: sales revenue, EBITDA and net profit.

      However, the portion of remuneration relating to the achievement of non-financial targets is payable for a given accounting period based on the Supervisory Board's assessment of the extent to which these targets have been met. This assessment is made, in particular, on the basis of information presented by the Management Board, together with a justification confirming their achievement.

      Following the assessment of the achievement of financial and non-financial targets for 2025, the Supervisory Board, on 28 April 2026, awarded a bonus to the members of the Management Board pursuant to the relevant resolutions of the Board, in which the amount of the bonus received by each member of the Management Board was specified individually. The amount of the bonus awarded was directly dependent on the fulfilment of specific parameters assigned to individual criteria, and its value is presented in Table 5 of this report.

      The payment of variable remuneration (bonuses) is conditional upon the approval of the Company's financial statements by the Annual General Meeting, which will be held in June 2026.

      Name of the entity:

      Apator SA

      Reporting period:

      01/01/2025 - 31/12/2025

      Reporting currency:

      Polish zloty (PLN)

      Rounding level:

      Whole numbers, excluding decimal places

  5. ‌Changes in remuneration and key financial results of the Apator Group over the years 2020-2025 Table 6. Total remuneration of Management Board members for the years 2020-2025 received from Apator S.A. (gross PLN) and year-on-year changes.

    Management Board

    2020

    PLN

    2021

    PLN

    2022

    PLN

    2023

    PLN

    2024

    PLN

    2025

    PLN

    2021 vs

    2020

    2022 vs

    2021

    2023 vs

    2022

    2024 vs

    2023

    2025 vs

    2024

    Maciej Wyczesany

    Chairman of the Management Board since 1 March 2023

    -

    -

    -

    1,046,865

    1,673,958

    1,480,100

    -

    -

    -

    59.9%

    -11.6%

    Łukasz Zaworski

    Member of the Management Board since 22

    November 2023

    -

    -

    -

    54,553

    720,912

    791,900

    -

    -

    -

    1221.5%

    9.8%

    Robert Kowalski Member of the Management Board since 19 December 2023

    -

    -

    19,300

    149,785

    -

    -

    -

    -

    676.1%

    -

    Mirosław Klepacki Chairman of the Management Board from 16 November 2017 to

    24 November 2021

    1,310,744

    1,077,316

    -

    -

    -

    -

    -17.8%

    -

    -

    -

    -

    Arkadiusz Chmielewski Member of the Management Board since 1 January 2019

    to 24 November 2021. Chairman of the Management Board from 25 November 2021

    to 28 February 2023

    416,736

    412,080

    858,241

    916,200

    -

    -

    -1.1%

    108.3%

    6.8%

    -

    -

    Tomasz Łątka Member of the Management Board from 1 September 2020 to

    27 September 2023

    111,363

    263,248

    728,118

    975,000

    -

    -

    136.4%

    176.6%

    33.9%

    -

    -

    Name of entity:

    Apator SA

    Reporting period:

    1 January 2025 - 31 December 2025

    Reporting currency:

    Polish zloty (PLN)

    Rounding level:

    Whole numbers, excluding decimal places

    Table 7. Total remuneration of Supervisory Board members for the years 2020-2025 received from Apator S.A. (gross PLN) and year-on-year changes

    Supervisory Board

    2020

    PLN

    2021

    PLN

    2022

    PLN

    2023

    PLN

    2024

    PLN

    2025

    PLN

    2021 vs

    2020

    2022 vs

    2021

    2023 vs

    2022

    2024 vs

    2023

    2025 vs

    2024

    Janusz Niedźwiecki Chairman of the Supervisory Board since 24 June 2013

    93,360

    102,000

    102,000

    102,000

    102,000

    117,500

    9.3%

    0%

    0%

    0%

    15.2%

    Danuta Guzowska

    Member of the Supervisory Board from 14 January 2000 to

    25 June 2025

    84,000

    84,000

    84,000

    84,000

    84,000

    40,600

    0%

    0%

    0%

    0%

    -51.7%

    Mariusz Lewicki

    Deputy Chairman

    of the Supervisory Board since 14 January 2000

    93,000

    102,000

    103,530

    103,500

    103,530

    119,200

    9.7%

    1.5%

    0%

    0%

    15.1%

    Janusz Marzygliński Member of the Supervisory Board since 14 January

    2000

    84,000

    84,000

    84,000

    84,000

    84,000

    96,400

    0%

    0%

    0%

    0%

    14.8%

    Marcin Murawski

    Member of the Supervisory Board from 24 June 2013 to

    25 June 2025

    94,399

    104,286

    103,537

    103,500

    103,530

    50,170

    10.5%

    -0.7%

    0%

    0%

    -51.5%

    Kazimierz Piotrowski Member of the Supervisory Board since 23 June

    2015

    93,000

    102,000

    102,000

    102,000

    102,000

    117,500

    9.7%

    0%

    0%

    0%

    15.2%

    Tadeusz Sosgórnik Member of the Supervisory Board since 2 July 2020

    41,696

    84,165

    84,885

    85,000

    85,044

    97,620

    101.9%

    0.9%

    0%

    0%

    14.8%

    Monika Guzowska Member of the Supervisory Board since 26 June

    2025

    -

    -

    -

    -

    -

    68,200

    -

    -

    -

    -

    -

    Grażyna Sudzińska-Amroziewicz Member of the Supervisory Board since 26 June 2025

    -

    -

    -

    -

    -

    55,800

    -

    -

    -

    -

    -

    Name of entity:

    Apator SA

    Reporting period:

    1 January 2025 - 31 December 2025

    Reporting currency:

    Polish zloty (PLN)

    Rounding level:

    Whole numbers, excluding decimal places

    Table 8. Changes in the average remuneration of the Company's employees who are not members of the Management Board or the Supervisory Board (gross PLN) and the results of the Apator Group for the financial years 2020-2025

    Data reported in the consolidated financial statements

    2020

    PLN

    2021

    PLN

    2022

    PLN

    2023

    PLN

    2024

    PLN

    2025

    PLN

    2021 vs

    2020

    2022 vs

    2021

    2023 vs

    2022

    2024 vs

    2023

    2025 vs

    2024

    Apator Group sales revenue

    934,850,000

    940,083,000

    1,081,792,000

    1,137,174,000

    1,227,779,000

    1,201,852,000

    0.6%

    15.1%

    5.1%

    8.0%

    -2.1%

    Apator Group profit before tax

    81,917,000

    85,244,000

    15,915,000

    27,544,000

    81,818,000

    80,627,000

    4.1%

    -81.3%

    73.1%

    197.0%

    -1.5%

    Apator Group net profit

    62,237,000

    63,336,000

    7,205,000

    8,504,000

    73,214,000

    79,171,000

    1.8%

    -88.6%

    18.0%

    760.9%

    8.1%

    EBITDA

    of the Apator Group

    131,100,000

    150,573,000

    87,067,000

    96,546,000

    142,446,000

    157,930,000

    14.9%

    -42.2%

    10.9%

    47.5%

    10.9%

    2020

    PLN

    2021

    PLN

    2022

    PLN

    2023

    PLN

    2024

    PLN

    2025

    PLN

    2021 vs

    2020

    2022 vs

    2021

    2023 vs

    2022

    2024 vs

    2023

    2025 vs

    2024

    Average salary of Apator SA employees*

    4,540

    4,980

    5,776

    6,078

    6,935

    7,463

    9.7%

    16.0%

    5.2%

    14.1%

    7.6%

    *Average basic salary at the end of the specified year, excluding members of the Management Board and Supervisory Board, converted to a full-time equivalent.

    Name of entity:

    Apator SA

    Reporting period:

    01/01/2025 - 31/12/2025

    Reporting currency:

    Polish zloty (PLN)

    Rounding level:

    Whole numbers, no decimal places



  6. ‌Number of financial instruments granted or offered and the main terms and conditions for exercising the rights attached to those instruments, including the exercise price and date and any changes thereto

    The Company did not use remuneration in the form of financial instruments.

  7. ‌Information on the exercise of the option to reclaim variable remuneration components

    During the reporting period, there were no events entitling the Company to exercise the option to reclaim variable remuneration components or to defer the payment of variable remuneration.

  8. ‌Information regarding deviations from the procedure for implementing the remuneration policy and deviations applied in accordance with Article 90f of the Act on Public Offerings, including an explanation of the grounds and procedure, and an indication of the elements from which deviations were made

The Company did not apply any deviations from the Remuneration Policy, deviations from its temporary application, or deviations from the procedure for implementing the Policy.

On behalf of the Supervisory Board of Apator SA

Chairman of the Supervisory Board

Page 14 of 14



Janusz Niedźwiecki

Name of the entity:

Apator SA

Reporting period:

1 January 2025 - 31 December 2025

Reporting currency:

Polish zloty (PLN)

Rounding level:

Whole numbers, no decimal places

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