Apator S.a.GPW: APT

Report on the activities of the Supervisory Board for 2025 (Report on the activities of the supervisory board for 2025)

May 29, 2026 at 12:39 PM UTC · Issued by Apator S.A.

Report on

Toruń, 28 May 2026

Name of the entity: Apator Group

Period covered by the financial statements: 1 January 2020 - 31 March 2020 Reporting currency: Polish zloty (PLN) Rounding: all amounts are expressed in thousands of Polish zlotys (unless otherwise stated)

Page 1 of 17

2025

the Board's activities Report of the Supervisory Board of Apator SA for

Table of contents

Introduction 3
Composition of the Supervisory Board 3
Summary of the Supervisory Board's activities in 2025 4
Audit Committee 7
Good Practices of Companies Listed on the Warsaw Stock Exchange 12
Assessment of internal control, risk management, compliance and internal audit systems, together with information on the actions taken by the Board to carry out this assessment 15
Assessment of the Management Board's fulfilment of the duties referred to in Article 3801 of the Commercial Companies Code 15
Assessment of the manner in which the Management Board prepares or submits to the Supervisory Board the information, documents, reports or explanations requested in accordance with the procedure laid down in Article 382 § 4 of the Commercial Companies Code 16
Information on the total remuneration payable by the company in respect of all audits commissioned by the Supervisory Board during the financial year in accordance with the procedure set out in Article 3821 of the Commercial Companies Code 16
Assessment of the company's situation on a consolidated basis 16
Summary of the Supervisory Board's work 17

Name of the entity:	Apator Group
Period covered by the financial statements:	1 January 2025 - 31 December 2025

‌Introduction
The Supervisory Board of Apator SA, acting pursuant to Article 382 § 3 of the Commercial Companies Code,
§ 15(11) of the Articles of Association of Apator SA and the Code of Best Practice for Companies Listed on the Warsaw Stock Exchange 2021, hereby submits to the Annual General Meeting the Report on the Activities of the Supervisory Board of Apator SA for the year 2025.
This report has been prepared in accordance with Article 382 § 31 of the Commercial Companies Code and point 2.11 of the Code of Best Practice for Companies Listed on the Warsaw Stock Exchange 2021 and contains:
− information on the composition of the Board and its committee, indicating which members of the Board meet the independence criteria set out in the Act of 11 May 2017 on statutory auditors, audit firms and public oversight, as well as which of them have no actual and significant links with a shareholder holding at least 5% of the total number of votes in the company, as well as information on the composition of the Supervisory Board in the context of its diversity;
− a summary of the activities of the board and its committee;
− an assessment of the company's application of corporate governance principles and the manner in which it fulfils its disclosure obligations regarding their application, as set out in the Stock Exchange Rules and regulations concerning current and periodic information provided by issuers of securities, together with information on the actions taken by the supervisory board to carry out this assessment;
− an assessment of the company's situation on a consolidated basis, including an assessment of internal control systems, risk management, compliance and the internal audit function, together with information on the actions taken by the supervisory board to carry out this assessment; this assessment covers all material control mechanisms, including in particular those relating to reporting and operational activities;
− an assessment of the appropriateness of the expenditure referred to in Principle 1.5 of the DPSN 2021, i.e. expenditure on supporting culture, sport, charitable institutions, the media, social organisations, trade unions, etc.;
− information on the extent to which the diversity policy has been implemented in relation to the management board and the supervisory board,
− the results of the assessments referred to in Article 382 § 3(1) and (2) of the Commercial Companies Code (assessment of reports and proposals by the management board concerning the distribution of profit);
− an assessment of the management board's fulfilment of the obligations referred to in Article 3801 of the Commercial Companies Code;
− an assessment of the manner in which the management board prepares or provides the supervisory board with information, documents, reports or explanations requested in accordance with the procedure laid down in Article 382 § 4 of the Commercial Companies Code;
− information on the total remuneration payable by the company in respect of all audits commissioned by the supervisory board during the financial year in accordance with the procedure laid down in Article 3821 of the Commercial Companies Code.

‌Composition of the Supervisory Board

In accordance with the Articles of Association of Apator SA, the Supervisory Board may consist of between 5 and 7 members, elected by the General Meeting for a term of 5 years. Members of the Supervisory Board are appointed for a joint term of office. A reduction in the number of members of the Supervisory Board during the term of office to no fewer than 5 members does not necessitate the appointment of additional members to the Supervisory Board.

During the reporting period up to 25 June 2025, the composition of the Supervisory Board for the 9th term was as follows:

Janusz Niedźwiecki - Chairman of the Supervisory Board,
Mariusz Lewicki - Deputy Chairman of the Supervisory Board,
Janusz Marzygliński - Member of the Supervisory Board,
Danuta Guzowska - Member of the Supervisory Board,
Kazimierz Piotrowski - Member of the Supervisory Board,
Tadeusz Sosgórnik - Member of the Supervisory Board,

Marcin Murawski - Member of the Supervisory Board.

Name of entity:	Apator Group
Period covered by the financial statements:	1 January 2025 - 31 December 2025

Following the expiry of the term of office, on 25 June 2025, the Annual General Meeting of Apator S.A. appointed the Supervisory Board of Apator S.A. for a new, joint 5-year term of office, which will last until the Annual General Meeting in 2030.

During the reporting period from 26 June 2025 until the date of publication of this report, the composition of the Supervisory Board of the 10th term was as follows:

Janusz Niedźwiecki - Chairman of the Supervisory Board,
Mariusz Lewicki - Deputy Chairman of the Supervisory Board,
Janusz Marzygliński - Member of the Supervisory Board,
Monika Guzowska - Member of the Supervisory Board,
Kazimierz Piotrowski - Member of the Supervisory Board,
Grażyna Sudzińska-Amroziewicz - Member of the Supervisory Board,
Tadeusz Sosgórnik - Member of the Supervisory Board.

The composition of the Supervisory Board, which includes individuals possessing both business experience and expert knowledge, backed by many years of professional practice, ensures the appropriate and effective performance of supervisory duties and the proper execution of the tasks and responsibilities entrusted to it.

Independence of Supervisory Board Members
In accordance with the requirements of the Code of Best Practice for Companies Listed on the Warsaw Stock Exchange 2021, at least two members of the Supervisory Board meet the independence criteria set out in the Act of 11 May 2017 on statutory auditors, audit firms and public oversight, and have no actual or material links with a shareholder holding at least 5% of the total number of votes in the company.
With regard to the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight, the independence criteria required by that Act are met by two members of the Supervisory Board: Grażyna Sudzińska-Amroziewicz and Kazimierz Piotrowski.
Furthermore, in accordance with the requirements of the Code of Best Practice for Companies Listed on the Warsaw Stock Exchange 2021, in addition to the criteria set out in the aforementioned Act, Grażyna Sudzińska-Amroziewicz also meets the condition of having no actual and significant links with a shareholder holding at least 5% of the total number of votes in the company.
Diversity of Supervisory Board Members
As at the end of 2025 and as at the date of publication of this report, the diversity ratio of Supervisory Board members in terms of gender and age is as follows:
- proportion of women and men on the Supervisory Board: women: 28.57%
  men: 71.43%
- age range of Supervisory Board members: under 50: 14.29%
50-65 years: 28.57%
over 65: 57.14%

‌Summary of the Supervisory Board's activities in 2025

Meetings of the Supervisory Board

In accordance with the Articles of Association, the Supervisory Board meets once a quarter or more frequently as required, at the invitation of the Chairman of the Board.

Name of the entity:	Apator Group
Period covered by the financial statements:	01/01/2025 - 31/12/2025

In 2025, the Supervisory Board operated in accordance with the adopted meeting schedule. On each occasion, the agenda was set by the Chairman of the Supervisory Board, based on the situation of the company and the Apator Group, legal requirements and the information needs of the Supervisory Board, and was then sent to the members of the Supervisory Board in meeting notices with sufficient advance notice.

In 2025, the Supervisory Board held 10 in-person meetings, during which it adopted positions on matters on the agenda, and 10 meetings using remote communication methods, and adopted 52 resolutions during this period.

In addition to regular meetings, the members of the Supervisory Board remained in constant and direct contact with the Management Board in order to exercise comprehensive supervision over the activities of the company and the Apator Group.

Areas of supervision by the Supervisory Board

The Supervisory Board carries out its activities on the basis of specific powers conferred by the Articles of Association of Apator SA, the Rules of Procedure of the Supervisory Board of Apator SA and the corporate governance principles set out in the DPSN 2021.

The Supervisory Board exercised ongoing supervision over the activities of the company and the capital group in all areas of its operations and supervised the work of the Management Board by:

− analysing materials received from the Management Board at the request of the Supervisory Board,

− obtaining information and detailed explanations from members of the Management Board and other company employees during meetings of the Supervisory Board,

− the activities of the Audit Committee and guest participation in Committee meetings,

− the activities of the auditor who reviewed and audited the financial and accounting records and the financial statements prepared on the basis thereof,

− the activities of the statutory auditor certifying the sustainability reporting.

The areas of supervision by the Supervisory Board in 2025 included corporate and financial supervision of Apator SA and the other domestic and foreign companies of the Apator Group, i.e. in particular:

− the current situation of the company and its capital group, including an analysis of financial results, liquidity position, working capital and the level of capital expenditure, in relation to financial targets and the corresponding periods of the previous year,

− significant circumstances relating to the conduct of business by Apator SA and the companies comprising the capital group, in particular regarding the antitrust proceedings initiated against a subsidiary,

− an analysis of the situation of individual companies within the capital group and their business prospects, where the Board paid particular attention to the sales strategy of the Water and Heat Segment, an analysis of the business situation of FAP PAFAL and the resulting recommendation regarding the intention to liquidate it,

− an analysis of the situation in the area of:

operations, particularly with regard to quality processes and associated risks, organisational changes relating to production, and visits to Apator SA's production departments,
investment, including capex projects, key R&D projects and the utilisation of research and development and zone-based tax relief,

human resources - implementation of personnel and remuneration policies, including the appointment of the Management Board for a new term of office, changes to remuneration, bonuses and the setting of bonus targets for members of the Management Board of Apator SA,

− monitoring progress in implementing the set directions for the development of the Apator Group's operations, analysing financial assumptions for the coming years and potential capital investments,

− granting consent to the disposal of rights or the incurring of liabilities with a value exceeding PLN 20 million by Apator SA, in particular:

Name of entity:	Apator Group
Period covered by the financial statements:	01/01/2025 - 31/12/2025

Apator SA's participation in significant tenders announced by Polish and foreign energy companies,
conclusion of significant contracts on the domestic and foreign markets,

− decisions regarding the sale of real estate in Toruń, the establishment of new subsidiaries (a distribution company in Spain),

− review of the sponsorship policy,

− implementing the dividend policy,

− review of transactions with related parties,

− the process of selecting an auditor to certify sustainability reporting,

− analysis of changes in the law (compliance), including in particular requirements relating to sustainability and the Gender Equality Directive,

− analysis of the provisions and recommendations of the KA,

− fulfilment by the Management Board of Apator SA of its disclosure obligations to the Supervisory Board established in accordance with Article 380[1] of the Commercial Companies Code.

In 2025, the Supervisory Board did not exercise the powers arising from Article 3901 of the Commercial Companies Code,

i.e. it did not delegate its members to independently perform specific supervisory activities.

General Meetings of Apator SA
The Supervisory Board issued a favourable opinion on all motions submitted to the General Meetings, and representatives of the Board participated in the proceedings of the General Meetings held in 2025, thereby fulfilling the requirements regarding readiness to provide substantive explanations.

The human resources policy implemented by the Supervisory Board

As part of the personnel policy, the Supervisory Board is responsible for:

− determining the number of members of the company's Management Board,

− appointing the Chairman of the Management Board, and subsequently, at his request, the other members of the Management Board,

− determining the remuneration rules for the Management Board in accordance with the adopted remuneration policy for Management Board members,

− suspending all or individual members of the Management Board from their duties for valid reasons,

− dismissing members of the company's Management Board,

− delegating members of the Supervisory Board to temporarily perform the duties of members of the Management Board,

− representing the company in an agreement between the company and a member of the Management Board, as well as in a dispute between the company and a member of the Management Board,

− resolving matters relating to conflicts of interest involving members of the Management Board.

Composition of the Management Board of Apator SA in 2025

In accordance with § 16 of the Articles of Association of Apator SA, the Management Board of the company consists of between 1 and 6 members appointed for a term of 3 years by the Supervisory Board for a joint term of office.

In connection with the expiry of the Management Board's term of office on the date of the Annual General Meeting, the Supervisory Board appointed, with effect from 26 June 2025, the Management Board in the same composition for a new 3-year term; therefore, during the reporting period for 2025 and as at the date of publication of this report, the composition of the Management Board of Apator S.A. was as follows:

Maciej Wyczesany - Chairman of the Management Board,
Łukasz Zaworski - Member of the Management Board.

Name of the entity:	Apator Group
Period covered by the financial statements:	1 January 2025 - 31 December 2025

The joint term of office of the Management Board is three years, and the terms of office of the Members of the Management Board expire on the date of the Annual General Meeting in 2028.

Remuneration system for the Management Board of Apator SA
Under the remuneration policy, the Supervisory Board is responsible for:
− establishing remuneration rules for the Management Board in accordance with the adopted remuneration policy for Management Board members,
− preparing and presenting to the General Meeting a report on the remuneration of members of the Management Board and the Supervisory Board,
− elaborating the remuneration policy for members of the Management Board and the Supervisory Board, within the limits set by the General Meeting,
− deciding on a temporary deviation from the remuneration policy for members of the Management Board and the Supervisory Board within the limits specified in the remuneration policy.
The principles of the remuneration system for Management Board members are derived from the Remuneration Policy for Management Board and Supervisory Board Members adopted by the General Meeting, the aim of which is to support the implementation of the long-term business strategy, long-term interests and stability of the Apator Group.
The full text of the Remuneration Policy is available on the website https://www.apator.com under the Investor Relations tab.
In accordance with the requirements of Article 90d of the Act on Public Offerings and the Conditions for Introducing Instruments to Organised Trading and on Public Companies of 29 July 2005 (i.e. Journal of Laws of 2022, item 2554, as amended), the Supervisory Board has prepared a remuneration report for 2025 as a separate document, and information on remuneration levels is contained in that report.

‌Audit Committee

Composition of the Audit Committee
An Audit Committee operates within the Supervisory Board. The term of office of the Audit Committee is common to its members and coincides with the term of office of the Supervisory Board; therefore, in connection with the expiry of the Supervisory Board's term of office on 25 June 2025, the composition of the Committee until 25 June 2025 was as follows:
- Marcin Murawski - Chairman of the Committee,
- Mariusz Lewicki - Committee Member,
- Kazimierz Piotrowski - Committee Member.
  On 26 June 2025, the Supervisory Board appointed the Audit Committee for a new, joint term of office with the following composition:
- Grażyna Sudzińska-Amroziewicz - Chair of the Committee,
- Mariusz Lewicki - Committee Member,
- Kazimierz Piotrowski - Member of the Committee.

Independence of Audit Committee Members

With regard to the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight, the independence criteria required by that Act are met by two members of the Audit Committee, namely Grażyna Sudzińska-Amroziewicz and Kazimierz Piotrowski.

However, in accordance with the requirements of the Code of Best Practice for Companies Listed on the Warsaw Stock Exchange 2021, within the Audit Committee, the independence criteria are met by its Chair - Grażyna Sudzińska-Amroziewicz.

Name of the entity:	Apator Group
Period covered by the financial statements:	01/01/2025 - 31/12/2025

Compliance with the requirements of the Act on Statutory Auditors

The Supervisory Board of Apator SA declares that the provisions regarding the requirements for knowledge and skills in the industry in which the issuer operates, as well as in the field of accounting or the auditing of financial statements, are complied with:

Grażyna Sudzińska-Amroziewicz and Mariusz Lewicki possess knowledge and skills in the field of accounting or the auditing of financial statements.

− Grażyna Sudzińska-Amroziewicz graduated in Economics and Organisation of Foreign Trade from the University of Gdańsk and has completed specialised courses in finance and various aspects of management organised by the London Business School (Leadership and Business Development Programme) and the Institut Européen d'Administration des Affaires (GM Programme). In addition, Ms Sudzińska-Amroziewicz has professional experience in accounting gained through the following roles:

1994-1999 - Consultant, Senior Consultant - Arthur Andersen Sp. z o.o. - involvement in conducting audit and business consulting projects,
1999-2001 - Director in the Finance Department - CU TU NA ŻYCIE SA - supervision of financial reporting processes in accordance with Polish regulations and
, implementation of financial information consolidation processes and responsibility for their execution,
2002-2006 - Member of the Management Board/Company Finance Director/Group Financial Controller Commercial Union - responsibility for reporting, budgeting and consolidating
financial and operational information,
2006-2007 - Deputy Chairman of the Management Board (CFO/COO) - Commercial Union PTE BPH CU WBK SA
- responsible for all financial and operational matters of the company, excluding investment portfolio management,
2014-2016 - Director of Data Analytics and Business Forecasting (Big Data Analytics) - AVIVA sp. z o.o. - oversight of the effective conduct of predictive analysis and
,
2007-2016 - Deputy Chairman of the Management Board (Chief Executive of Property Insurance in Poland) - AVIVA TUO SA - management and development of property insurance across all
, responsibility for the company's full balance sheet and profit and loss account,
since 2017, independent Member of Supervisory Boards and Member of Audit Committees of companies listed on the Warsaw Stock Exchange (PCM SA - Member of the Supervisory Board in 2018-2019, VGR SA -
Member of the Supervisory Board and Audit Committee from 2017 to 2020, SANOK RUBBER Company SA - Member of the Supervisory Board and Audit Committee from 2019 to February 2026). Furthermore, from May 2024 to August 2024, - Member of the Supervisory Board, and subsequently from August 2024 to June 2025, Chairman of the Management Board - LINK4 TU SA - managing the company in all areas of its operations.
− Mariusz Lewicki graduated from the Faculty of Economic Sciences at Nicolaus Copernicus University in Toruń with a degree in economics and production organisation, and completed postgraduate studies in Tax Law and Commercial Law at the Faculty of Law and Administration of Nicolaus Copernicus University. He gained professional experience in bookkeeping, financial accounting and management accounting in industrial companies:

1991-1999 - Head of the Accounting Department at the state-owned enterprise PZAE Apator

and Apator SA (the legal successor to PZAE Apator) - organisation and supervision of the department's work, the company's accounting in accordance with applicable regulations and internal rules, supervision of financial and accounting processes,

Name of entity:	Apator Group
Period covered by the financial statements:	1 January 2025 - 31 December 2025

1994-2001 - Chief Accountant at Reuther Polska sp. z o.o. and Rotar Poland sp. z o.o. -maintaining the company's accounts in accordance with applicable regulations and internal policies
, supervision of financial and accounting processes,
1993-2013 - Chief Accountant at ZPDZ "Nagro" - managing the company's accounts in accordance with applicable regulations and internal policies, supervising
financial and accounting processes,
2001-2007 - Financial Director, Authorised Signatory at Apator Control sp. z o.o. (a former subsidiary of Apator SA) - financial management, development and implementation of financial strategy, supervision
of the budget, accounting and reporting, financial risk management, and cooperation with banks and institutions,
2007-2013 - Financial Adviser at Z.P.H.U. Walter,
2008-2018 - Deputy Chairman of the Supervisory Board of PHS Hydrotor SA (2008-
June 2014), Chairman of the Supervisory Board of PHS Hydrotor SA (July 2014 - June 2018), Chairman of the Audit Committee of PHS Hydrotor SA (from June 2009 to June 2018), Member of the Audit Committee of PHS Hydrotor SA (July 2017 - June 2018),
from July 2018 to the present - Chief Executive Officer of PHS Hydrotor SA - managing the company in all areas of its operations,
from 2009 to December 2015 - Chairman of the Audit Committee of Apator SA, subsequently Member of the Audit Committee of Apator SA to the present - supervision of the company's operations,
from May 2019 to the present - Chairman of the Supervisory Board of Więcborskie Zakłady Metalowe Wizamor sp. z o.o. - supervision of the company's operations.

All members of the Audit Committee possess knowledge and skills relevant to the industry in which Apator SA operates:

− Grażyna Sudzińska-Amroziewicz possesses knowledge and skills relating to the specific nature of a manufacturing company's operations, management and supervision within complex organisational, product and distribution structures, as evidenced by her degree from the University of Gdańsk (field of study: Economics and Organisation of Foreign Trade), specialised courses in finance and various aspects of management organised by the London Business School (Leadership and Business Development Programme), the Institut Européen d'Administration des Affaires (GM Programme), and concurrently in the performance of the following role:

from June 2019 to February 2026 - Member of the Supervisory Board of Sanok Rubber Company SA - knowledge of the specific nature of a multi-product manufacturing enterprise
that utilises advanced and modern technical and technological solutions, and the operation of an organisation conducting business in various countries across different continents, under highly diverse cultural and legal conditions.
− Mariusz Lewicki possesses knowledge and skills in the industry in which Apator SA operates, as evidenced by the course of Mr Mariusz Lewicki's professional career to date. He graduated from the Faculty of Economic Sciences at Nicolaus Copernicus University in Toruń, specialising in economics and production organisation, and acquired his skills whilst holding the following positions:

from 2000 to the present - Member of the Supervisory Board of Apator SA, since 2010 Deputy

Chairman of the Supervisory Board - knowledge of the specific nature of a manufacturing company and the in the field of measuring equipment and systems for energy distribution companies (electricity metering and switchgear),

Name of entity:	Apator Group
Period covered by the financial statements:	01/01/2025 - 31/12/2025

from 2005 to the present - Chairman of the Supervisory Board of Apator Mining sp. z o.o. (a subsidiary of Apator SA) - knowledge of the specific nature of a manufacturing enterprise and
the electrical engineering sector in the field of machinery and equipment for the mining industry, which the company operated until the end of 2018,
from 2007 to the present - Chairman of the Supervisory Board of Apator Metrix SA (a of Apator SA) - knowledge of the specific nature of a manufacturing company and the
electrical engineering sector in the field of production of measuring equipment for energy distribution companies (gas metering),
from 2014 to 2022 - Member of the Supervisory Board of Apator Elkomtech SA (entity merged
into Apator SA since 2022) - knowledge of the specific nature of a manufacturing company and the electrical engineering sector in the production systems supporting
the energy services in the field of energy transmission and distribution (control
and monitoring systems),
from 2020 to the present - Member of the Supervisory Board of Apator Powogaz SA (a subsidiary
of Apator SA) - knowledge of the specific nature of a manufacturing company and the water and sanitation sector the production of water meters, heat meters and cost allocators,
from 2008 to the present - Deputy Chairman of the Supervisory Board of PHS Hydrotor
SA (2008 - June 2014), Chairman of the Supervisory Board of PHS Hydrotor SA (July 2014 -
June 2018), Chairman of the Audit Committee of PHS Hydrotor SA (from June 2009 to June 2018), Member of the Audit Committee of PHS Hydrotor SA (July 2017 - June 2018), CEO of PHS Hydrotor S.A. (since July 2018), Chairman of the Supervisory Board of Więcborskie Zakłady Metalowe Wizamor sp. z o.o. (since May 2019) - knowledge of the specific nature of a manufacturing enterprise and the electrical engineering sector in the field of mechanical equipment production,
from 2015 to present - Deputy Chairman of the Supervisory Board of Agromet ZEHS
Lubań SA (June 2015 - June 2018), Chairman of the Supervisory Board of Agromet ZEHS Lubań SA (since July 2018) - knowledge of the specific nature of a manufacturing company and the hydraulic actuator manufacturing sector.
− Kazimierz Piotrowski holds a degree in economics. He graduated in Industrial Economics and completed postgraduate studies in organisation, management and finance at the Nicolaus Copernicus University in Toruń. Kazimierz Piotrowski has been associated with Apator SA for many years and has gained experience in the areas of finance, management and business transformation. Mr Kazimierz Piotrowski possesses knowledge and skills in the sector in which Apator SA operates, as evidenced by his professional career to date:
1993-2000 - Member of the Management Board of Apator SA, including: Administrative Director (from 1993 to 1998 - management and supervision of administrative operations) and Director of
Finance (1998-2000 - management of the company's finances, budget oversight, forecasting and risk management); previously, he held managerial positions in a state-owned enterprise, the legal successor to which is Apator SA. - knowledge of the specific nature of a manufacturing enterprise and the electrical engineering sector in the field of production of measuring equipment and systems for energy distribution companies (electricity metering and switchgear),

2005-2008 - Chairman of the Management Board of Apator Metrix SA (a subsidiary of Apator SA) -management of the company in all areas of its operations - knowledge of the specific nature

of a manufacturing company and the electrical engineering sector in the field of production of measuring equipment for energy distribution companies (gas metering),

2009-2013 - Chairman of the Supervisory Board of FAP Pafal SA (a subsidiary of Apator SA) - knowledge of the specific nature of a manufacturing company and the electrical engineering sector in

Name of entity:	Apator Group
Period covered by the financial statements:	1 January 2025 - 31 December 2025

the area of production of measuring for distribution energy (electricity metering),

from 2001 to the present - Member of the Supervisory Board of Apator Mining sp. z o.o. (a subsidiary of Apator SA) - knowledge of the specific nature of a manufacturing enterprise and the
electrical engineering sector in the field of manufacturing machinery and equipment for the mining industry, which the company operated until the end of 2018,
from 2013 to the present - Member of the Supervisory Board of Apator Metrix SA (a subsidiary of Apator SA) - knowledge of the specific nature of a manufacturing company and the
in the field of manufacturing measuring equipment for energy distribution companies (gas metering),
from 2015 to the present - Member of the Supervisory Board of Apator SA, Member of the Audit Committee - knowledge of the specific nature of a manufacturing company and the electrical engineering sector in

the field of manufacturing measuring equipment and systems for energy distribution companies (electricity metering and switchgear).

Meetings of the Audit Committee
In accordance with the Audit Committee's Rules of Procedure, the Committee meets as required. Audit Committee meetings should take place at least prior to the Company's publication of its separate and consolidated financial statements (half-yearly and annual).
The Audit Committee operated in accordance with the work schedule adopted for 2025. On each occasion, the agenda was set by the Chairman of the Supervisory Board, based on legal requirements and the supervisory needs in a given area of activity, and then sent to Committee members in meeting notices with sufficient advance notice.
In the course of its duties, the Committee held 11 meetings during the reporting period, at which it adopted 10 resolutions (including 2 votes cast via direct remote communication) and adopted positions on the matters on the agenda.
Meetings of the Audit Committee may be attended by other members of the Supervisory Board as guests. The Management Board and the Chief Financial Officer also regularly attend the Committee's meetings, as do other employees or persons responsible for a given area (e.g. the statutory auditor, the internal auditor) whose presence is justified by the subject of the meeting.

Scope of the Audit Committee's work

The Audit Committee's primary tasks include:

monitoring the financial reporting and sustainability reporting processes of the group,
monitoring the effectiveness of internal control, internal audit, risk management and compliance systems, and assessing the need to establish the internal audit function as a separate organisational unit,
monitoring the performance of financial audit activities (in particular the audit conducted by the audit firm, taking into account any conclusions and findings of the Audit Oversight Commission resulting from an inspection carried out at the audit firm), or the certification of sustainability reporting,
approving the internal auditor's annual work plan,

supervising and monitoring the independence of the statutory auditor and the audit firm, in particular where services other than the audit are provided to the Company.

The Audit Committee fully performed its duties as provided for in the applicable regulations.

Name of the entity:	Apator Group
Period covered by the financial statements:	01/01/2025 - 31/12/2025

The scope of the Audit Committee's work in 2025 included:

− oversight of the financial reporting process, including:

monitoring the preparation of financial statements, assessing the financial statements and the Management Board's reports for 2024 and the first half of 2025,
issuing a positive recommendation to the Supervisory Board regarding the aforementioned reports,
monitoring the sustainability reporting process for 2024,

− cooperation with the statutory auditor, including an assessment of the auditor's independence, discussion of the audit findings of the audit and key observations regarding the preparation of financial statements and the sustainability

reporting attestation process,

− updating the policy and procedure for selecting an audit firm, taking into account current legal requirements regarding sustainability reporting,

− recommending to the Supervisory Board the statutory auditor, i.e. PKF Consult sp. z o.o. sp. k., for the assurance of the sustainability reporting for the year 2025,

− overseeing the internal control system and the risk management system, in particular monitoring and discussing key risks, their impacts and the control measures adopted,

− reviewing compliance processes,

− review of the ongoing and periodic reporting process,

− oversight of the whistleblowing system and analysis of reports,

− oversight of the internal audit function, analysis of audit reports and recommendations,

− monitoring of transactions with related parties,

− monitoring of cybersecurity and IT risks.

During the reporting period, the Audit Committee also focused on analysing the current situation of Apator SA and the Apator Group in terms of debt and liquidity, and supervised the currency risk hedging policy and the status of forward contracts. Furthermore, the Audit Committee gave a positive assessment of the financial statements for 2025, formulated recommendations for improving the risk management system, whilst highlighting the importance of strengthening the risk management culture across the organisation, which is a key element in building the organisation's resilience to future challenges.

‌Good Practices of Companies Listed on the Warsaw Stock Exchange

Status of compliance with the Code of Good Practices by Apator SA

The report on the application of the principles of the "Good Practices of Companies Listed on the WSE 2021" is available on the website https://www.apator.com under the Investors tab in the Corporate Governance section. Apator SA complies with most of the principles contained in the Good Practices, with the exception of the following:

Principle 2.1. The company should have a diversity policy for the management board and the supervisory board, adopted by the supervisory board or the general meeting, as appropriate. The diversity policy sets out

the objectives and criteria for diversity, including in areas such as gender, field of education, specialist knowledge, age and professional experience, and specifies the timeframe and method for monitoring the achievement of these objectives. With regard to gender diversity, the condition for ensuring diversity within the company's governing bodies is that the proportion of women in a given body must be no less than 30%.

Company comment: The Company has a diversity policy regarding its governing bodies and key managers; however, it does not include measurable targets or deadlines for achieving the relevant quotas. Recognising the growing importance of creating a diverse working environment, the company is building an organisational culture open to diversity, which leads to increased work efficiency. At the same time, the company notes that legislative work is underway in Poland to implement Directive (EU) 2022/2381 of the European Parliament and of the Council of

Name of entity:	Apator Group
Period covered by the financial statements:	1 January 2025 - 31 December 2025

23 November 2022 on improving the gender balance among directors of listed companies and related measures (OJ EU L 315 of 07.12.2022, p. 44), (hereinafter referred to as: "the Directive"). The Directive was due to be implemented by 28 December 2024. A draft bill is currently being prepared for this purpose to amend the Act on Public Offerings and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies, and the Act on the Implementation of Certain European Union Provisions on Equal Treatment (hereinafter referred to as the "Draft Bill"). As at the date of publication of this report, the date of entry into force of the Act is not known. Therefore, on 25 June 2025, the Ordinary General Meeting of Apator SA authorised the Supervisory Board to adopt such a policy upon the Act's entry into force, and the Supervisory Board will subsequently present it to the next Ordinary General Meeting of the Company.

Principle 2.2. Persons making decisions on the appointment of members of the company's management board or supervisory board should ensure the diversity of these bodies by appointing to their composition persons
who ensure diversity, enabling, inter alia, the achievement of the target minimum proportion of minority representation set at no less than 30%, in accordance with the objectives set out in the adopted diversity policy referred to in Principle 2.1.
Company comment: The rationale described in point 2.1.
Principle 2.3. At least two members of the supervisory board must meet the independence criteria set out in the Act of 11 May 2017 on statutory auditors, audit firms and
public oversight, and shall have no actual or material links with a shareholder holding at least 5% of the total number of votes in the company.
Company comment: On 25 June 2025, the Ordinary General Meeting of Apator SA elected the members of the Supervisory Board of Apator SA for a new, joint term of office for the years 2025-2030. Two members of the Supervisory Board meet the independence criteria set out in the Act of 11 May 2017 on statutory auditors, audit firms and public oversight, whilst only one of them has no actual and significant links with a shareholder holding at least 5% of the total number of votes in the company.
Principle 2.11.6 In addition to activities required by law, once a year the Supervisory Board prepares and submits an annual
report. The report referred to above shall contain information on the extent to which the diversity policy has been implemented in relation to the management board and the supervisory board, including the achievement of the objectives referred to in Principle 2.1.
Company comment: The principle is not applied due to the non-application of Principle 2.1
Principle 4.1. The company should enable shareholders to participate in the general meeting using electronic means of communication (e-general meeting) if this is justified by

expectations of shareholders communicated to the company, provided that it is able to provide the technical infrastructure necessary to conduct such a general meeting. This principle is not applied.

Company comment: In the Company's view, the implementation of the above-mentioned principle involves technical and legal risks that may affect the proper and uninterrupted conduct of general meetings. However, the Company does not rule out the possibility of providing the technical infrastructure necessary to hold such a general meeting in the future.

Name of the entity:	Apator Group
Period covered by the financial statements:	01/01/2025 - 31/12/2025

Assessment of Apator SA's application of corporate governance principles, together with information on the actions taken by the Board to carry out this assessment
At its meeting on 30 September 2025, the Supervisory Board, together with the Audit Committee, reviewed the manner in which disclosure obligations were fulfilled, taking into account the following aspects: organisational structure, procedures for ongoing and periodic reporting, disclosure practices and communication with the market.
The Supervisory Board also reviewed the "Statement on the Application of Corporate Governance in 2025" published by the Company, which forms an annex to the Management Board's Report on the Activities of the Apator Group for 2025. This statement describes in detail issues relating to corporate governance and contains the information required by the Regulation of the Minister of Finance on current and periodic information provided by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-member state.
The Board also conducted its own analysis of the facts and, on this basis, the Board assesses that the company is duly fulfilling its obligations relating to the application of corporate governance principles.
In 2025, as well as up to the date of this report, the Company has not reported any incidents of breaches of the 2021 Code of Best Practice. Members of the Supervisory Board personally performed their duties relating to Supervisory Board meetings and acted in the interests of the company, maintaining the independence of their opinions and judgements.
Assessment of the legitimacy of expenditure incurred by the Apator Group on sponsorship, charitable or other similar activities
The sponsorship policy supports the strategy of building brand recognition and strengthening its image, and forms part of external promotion, whilst ensuring compliance with corporate governance principles and respecting the principles of effective resource management.
The aim of the Company's Sponsorship Policy is to support the development of local communities by engaging in selected local initiatives, particularly those of a sporting nature, and to strengthen the image of a company that has a positive impact on its immediate surroundings.
In 2025, the Apator Group allocated 0.47% of its consolidated net profit to sponsorship and charitable activities. The main activities were focused on supporting local sporting events, cultural and educational events, and charitable activities.
At its meeting on 28 April 2026, the Supervisory Board, on the basis of a detailed breakdown presented by the company, as referred to in Principle 1.5 of the DPSN 2021, assessed the expenditure incurred in 2025 on activities in the areas of cultural, sporting and charitable support. As a result of the analysis, it was concluded that the level of funds allocated in this area should be increased. At the same time, the need to re-examine the focus of the support provided was highlighted, particularly with regard to activities carried out by individual companies within the Apator Group.

Information on the degree of implementation of the diversity policy in relation to the Management Board and the Supervisory Board

Apator SA has not adopted Principle 2.1 of the 2021 Code of Best Practice concerning the diversity policy for the Management Board and the Supervisory Board.

Name of the entity:	Apator Group
Period covered by the financial statements:	01/01/2025 - 31/12/2025

‌Assessment of internal control, risk management, compliance and internal audit systems, together with information on the actions taken by the Board to carry out this assessment
The framework for internal control, risk management, compliance and internal audit functions is based on a three-line-of-defence model:
− First line of defence - operational management, including functional internal control embedded within the organisational structure and carried out by heads of organisational units,
− Second line of defence - risk management, compliance, an integrated risk management system and ISO process audits, internal control mechanisms, client audits and supplier audits (compliance with requirements)
− Third line of defence - internal audit - independent verification and advisory activities.
In order to assess internal control, risk management, compliance and the internal audit function, the Supervisory Board and the Audit Committee receive periodic reports and regular updates prepared and presented by the individual organisational units responsible for the respective systems.
In light of the above, the Supervisory Board, through the activities of the Audit Committee, has reviewed:
− the internal control system, risk exposure, and the effectiveness and adequacy of the in business and strategic processes;
− compliance processes, legal changes affecting the operations of Group companies, and the manner and extent of their implementation;
− the performance of the internal audit function, as well as the audits conducted and post-audit recommendations.
The Supervisory Board, based on an analysis of materials and reports prepared within the framework of the systems operating within the Company, as well as following meetings with the Management Board, business process owners and key employees, and taking into account the activities and recommendations of the Audit Committee, carried out an annual assessment of the systems in question. As a result, no significant irregularities were identified that would require the implementation of corrective measures. However, the Supervisory Board, together with the Audit Committee, recognises the validity of further developing a systematic approach to risk management, in particular with regard to the management structure and the improvement of risk identification and valuation methods, which should be gradually incorporated into subsequent improvement measures aimed at enhancing consistency in this area.

‌Assessment of the Management Board's fulfilment of the duties referred to in Article 380(1) ofthe Commercial Companies Code

Having reviewed the materials submitted to it at each regular meeting, the Supervisory Board considers that, in 2025, the Management Board duly fulfilled its obligations under Article 3801 of the Commercial Companies Code, namely by providing information on:

− resolutions of the Management Board adopted since the last regular meeting,

− the Company's situation, including its assets, as well as significant circumstances relating to the conduct of the Company's affairs, in particular in the operational, investment and human resources areas,

− progress in implementing the set directions for the development of the Company's operations.

Furthermore, the Supervisory Board considers that the Management Board properly fulfilled its duties regarding the provision of ongoing information on transactions and other events or circumstances that significantly affect or may affect the Company's financial position, including its profitability or liquidity. In the Supervisory Board's view, the Management Board also kept it informed on an ongoing basis of changes to information previously provided to it, where such changes materially affected or could affect the Company's position. The above also applies to information regarding subsidiaries and associated companies within the capital group.

Name of the entity:	Apator Group
Period covered by the financial statements:	01/01/2025 - 31/12/2025

‌Assessment of the manner in which the Management Board prepares or provides the Supervisory Board with information, documents, reports or explanations requested in accordance with the procedure set out in Article 382 § 4 of the Commercial Companies Code
The Supervisory Board positively assesses the manner in which the Management Board prepares and provides it with information, documents, reports and explanations. The Supervisory Board has access to the documents and information necessary to review the financial position of Apator S.A. The above also applies to documents and information concerning subsidiaries and associated companies. All information, documents, reports or explanations requested by the Supervisory Board from the Management Board and designated employees were made available to it within the specified timeframes and in the requested form.

‌Information on the total remuneration payable by the company for all audits commissioned by the Supervisory Board during the financial year in accordance with the procedure set out in Article 3821of the Commercial Companies Code

In 2025, the Supervisory Board did not commission, pursuant to Article 3821 of the Commercial Companies Code, an investigation at the Company's expense into matters concerning the Company's operations or assets by an adviser to the Supervisory Board.

‌9.1. Assessment of	financial	financial of	Apator SA	and
the	Apator for 2025

Apator SA prepares separate and consolidated financial statements in accordance with legal requirements, including IAS/IFRS standards. The financial statements for 2025 were audited by KPMG Audyt Sp. z o.o. sp. k.

The Supervisory Board oversaw the process of preparing the financial statements. On the basis of a positive recommendation from the Audit Committee dated 28 April 2026, it assessed the financial statements of Apator SA and the Apator Group prepared by the Management Board. The Supervisory Board concluded that the financial data presented in the interim reports are reliable, accurate and true, and are prepared in accordance with the books, documents and the actual state of affairs, as well as with the applicable accounting principles, applied consistently, on the basis of the accounting records kept.

Assessment of the Company's situation on a consolidated basis

The Supervisory Board carried out a comprehensive assessment of the situation of the Company and the Capital Group in 2025, taking into account the financial results, the achievement of strategic objectives and market conditions.

During the period under review, the Apator Group maintained operating revenue at a high level similar to the previous year (PLN 1.2 billion, -2.1% y/y), whilst improving EBITDA margin (to 13%) and the level of net profit generated (PLN 79.2 million; +8.1% y/y). The driving force behind the growth in results was the Water and Heat Segment, which achieved record revenue and a good level of profitability, whilst maintaining a stable position in the Gas and Electricity Segment. The Board emphasises that these financial results were achieved in a challenging macroeconomic and geopolitical environment, characterised by heightened uncertainty and intense competitive pressure.

In addition, the Supervisory Board draws attention to the occurrence of one-off events, namely a complaint regarding selected equipment from the Electricity Segment and proceedings initiated by the President of the Office of Competition and Consumer Protection (UOKiK) against the subsidiary Apator Metrix SA. In the Supervisory Board's view, the above events remain under the ongoing supervision of the Management Board and are being appropriately addressed through the measures being implemented, including the operation of compliance mechanisms and self-cleaning procedures.

Name of the entity:	Apator Group
Period covered by the financial statements:	01/01/2025 - 31/12/2025

The Supervisory Board also monitored and supervised the measures taken by the Management Board aimed at limiting and minimising the potential impact on the Group.

At the same time, the Supervisory Board views the Group's stable financial position very favourably, including its low level of debt and the maintenance of sound liquidity ratios, which ensures adequate resilience to changing market conditions. The improvement in financial results and the achievement of the set operational and strategic objectives were also reflected in the increase in the value of Apator S.A. on the capital market, which the Supervisory Board regards as confirmation of the correct direction of development and value creation for shareholders.

The Board notes that despite the many uncertainties and geopolitical risks destabilising the entire market, the Apator Group's business not only has solid foundations but also significant growth potential, and its solutions fit perfectly with the energy transition. The Supervisory Board also welcomes the announcements by the European Union and the Polish Government regarding the need to build technological sovereignty and strengthen the competitiveness of European and Polish enterprises.

Assessment of the Management Board's proposal regarding the distribution of profit for the financial year 2025
The Supervisory Board gives a positive opinion on the Management Board's proposal regarding the distribution of net profit for the financial year 2025, amounting to PLN 58,698,101.40, as follows:
− dividend - PLN 39,123,291.60, i.e. PLN 1.20 per share (the 44,330 own shares repurchased under the Share Buy-back Programme are not included in the dividend payment),
− reserve capital - PLN 19,574,809.80.

‌Summary of the Supervisory Board's work

During the period under review, the Supervisory Board conducted its activities on a continuous basis and in accordance with applicable laws, the provisions of the Company's Articles of Association and good corporate governance practices. In the course of fulfilling its duties, the Board exercised ongoing supervision over the Company's operations in all material areas of its functioning, focusing in particular on financial results, strategy implementation, operational efficiency and future prospects.

The Supervisory Board actively cooperated with the Management Board, analysing the information and recommendations presented. All members of the Supervisory Board exercised due diligence in the performance of their duties, drawing on their knowledge and experience, and effectively carried out their statutory tasks in the best interests of the company and the group. In accordance with the principles set out in the 2021 Articles of Association, the Supervisory Board, in addition to performing its supervisory function, supported the Management Board with expert knowledge in strategic areas.

In summary, the Supervisory Board considers that in 2025 it performed its duties properly and in accordance with formal and legal requirements, providing substantive support to the Management Board and appropriate supervision over all aspects of the operations of Apator SA and the Apator Group.

On behalf of the Supervisory Board of Apator SA

Chairman of the Supervisory Board Janusz Niedźwiecki

Name of the entity:	Apator Group
Period covered by the financial statements:	1 January 2025 - 31 December 2025

Company analysis

Earlier from Apator

Apator S A: Report of KPMG-SoW-KSUA3000 (Report KPMG SoW KSUA3000)May 28

All Apator news releases