Apator S.a.GPW: APT

Resolutions of the Supervisory Board for AGM 2026 (Resolutions of the Supervisory Board for AGM 2026)

· Issued by Apator S.A.
Re: assessment of the financial statements of Apator SA for the financial year

2025

  1. Pursuant to Article 382(3)(1) of the Commercial Companies Code and Article 15(11)(2) of the Articles of Association of Apator SA, the Supervisory Board of Apator SA has assessed the financial statements of Apator SA for the year 2025, prepared by the Management Board and audited by KPMG Audyt sp. z

    o.o. sp. k. with its registered office in Warsaw, comprising:

    − the statement of financial position as at 31 December 2025, which shows total assets and liabilities of PLN 602,581,000,

    − the statement of profit or loss and other comprehensive income for the period from 1 January 2025 to 31 December 2025, showing revenue from sales of PLN 526,249 thousand, total comprehensive income of PLN 57,386 thousand and net profit of PLN 58,698 thousand,

    − a cash flow statement showing, for the period from 1 January 2025 to 31 December 2025, an increase in net cash of PLN 7,890,000,

    − a statement of changes in equity showing an increase in equity for the period from 1 January 2025 to 31 December 2025 by PLN 37,036,000,

    − notes to the separate financial statements containing a description of significant accounting policies and other explanatory information.

  2. On the basis of the report and opinion of the auditor, KPMG Audyt sp. z o.o. sp. k., with its registered office in Warsaw, entered in the register of entities authorised to audit financial statements under No. 3546, and the favourable opinion of the Audit Committee, the Supervisory Board concludes that the separate financial statements have been prepared in accordance with applicable accounting standards, based on properly maintained accounting records. It complies in form and content with the applicable legal provisions and the Company's Articles of Association, and presents fairly and clearly all information relevant to the assessment of the Company's financial position as at 31 December 2025.

  3. The Supervisory Board requests the General Meeting to consider and approve the financial statements of Apator SA for the financial year 2025.

  4. This resolution shall enter into force upon adoption.

7 people voted in favour of the resolution, 0 abstained, and 0 voted against.

Janusz Niedźwiecki Mariusz Lewicki Janusz Marzygliński Monika Guzowska

Grażyna Sudzińska-Amroziewicz Kazimierz Piotrowski

Tadeusz Sosgórnik

Re: assessment of the consolidated financial statements of the Apator Group for the year 2025
  1. Acting pursuant to Article 382 § 3(1) of the Commercial Companies Code and § 15(11)(2) of the Articles of Association of Apator SA, the Supervisory Board of Apator SA has assessed the consolidated financial statements of the Apator Group for 2025, prepared by the Management Board and audited by KPMG Audyt sp. z o.o. sp. k. with its registered office in Warsaw, comprising:

    − the consolidated statement of financial position as at 31 December 2025, which shows total assets and liabilities of PLN 1,034,155 thousand,

    − the consolidated statement of profit or loss and other comprehensive income prepared for the period from 1 January 2025 to 31 December 2025, showing revenue from the sale of goods and services in the amount of PLN 1,201,852 thousand, total comprehensive income in the amount of PLN 77,375,000 and net profit of PLN 79,171,000,

    − a consolidated cash flow statement showing, for the period from 1 January 2025 to 31 December 2025, an increase in net cash of PLN 2,709 thousand,

    − a statement of changes in consolidated equity showing an increase in equity for the period from 1 January 2025 to 31 December 2025 by PLN 59,114,000,

    − notes to the consolidated financial statements containing a description of significant accounting policies and other explanatory information.

  2. On the basis of the report and opinion of the auditor, KPMG Audyt sp. z o.o. sp. k., with its registered office in Warsaw, entered in the register of entities authorised to audit financial statements under No. 3546, and the favourable opinion of the Audit Committee, the Supervisory Board concludes that the consolidated financial statements have been prepared, in all material respects, in accordance with applicable accounting standards, on the basis of properly maintained accounting records. It complies in form and content with applicable legal provisions and the Company's Articles of Association, and presents fairly and clearly all information relevant to the assessment of the Group's financial position as at 31 December 2025.

  3. The Supervisory Board requests the General Meeting to consider and approve the consolidated financial statements of the Apator Group for the financial year 2025.

  4. This resolution shall enter into force upon adoption.

of the Supervisory Board of Apator SA dated 28 April 2026 Re: assessment of the Management Board's report on the activities of the Apator Group and Apator SA for the period from 1 January 2025 to 31 December 2025, including the capital group's sustainability report for 2025
  1. Acting in accordance with Article 382 § 3(1) of the Commercial Companies Code, § 15(11)(1) of the Articles of Association of Apator SA, the Supervisory Board of Apator SA has assessed the report on the activities of the Apator Group and Apator SA for the period from 1 January 2025 to 31 December 2025, as presented by the Management Board, and hereby states the following:

    − the report submitted is clear, transparent and legible,

    − the information contained in the Management Board's report is consistent with the information contained in the audited financial statements,

    − the report contains a description of all key areas of Apator SA's operations in terms of events that occurred in 2025, as well as a description of subsidiaries and jointly controlled entities. The description of events comprehensively illustrates their impact on the financial results achieved by Apator SA and the companies comprising the capital group,

    − the report reflects the actual situation at Apator SA and the Apator Group during the reporting period, i.e. in 2025,

    − the report has been prepared in accordance with the legal provisions applicable to companies whose shares are admitted to public trading,

    − the report also contains a sustainability statement certified by PKF Consult sp. z o.o. sp. k. with its registered office in Warsaw and prepared in accordance with the Accounting Act, the European Sustainability Reporting Standards (ESRS) and the Regulation on the Taxonomy

  2. The Supervisory Board, on the basis of the report and the opinion of the auditor KPMG Audyt sp. z o.o. sp.

    k. with its registered office in Warsaw, the attestation report on the sustainability report by PKF Consult sp. z o.o. sp.k. and the positive opinion of the Audit Committee, gives a positive assessment of the report presented by the Management Board and submits it to the General Meeting for consideration and approval.

  3. This resolution shall enter into force upon adoption.

of the Supervisory Board of Apator SA dated 15 May 2026 Re: Report on the remuneration of Members of the Management Board and the Supervisory Board

for the year 2025

  1. The Supervisory Board of Apator SA adopts the Report on the Remuneration of Members of the Management Board and the Supervisory Board for the year 2025, in the wording set out in Appendix 1 to this resolution.

  2. The Remuneration Report has been prepared in accordance with Article 90g of the Act of 29 July 2005 on Public Offerings and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies, and has been reviewed by KPMG Audyt Sp. z o.o. sp. k.

  3. The Supervisory Board of Apator SA hereby resolves to submit a statement to the statutory auditor (Declaration Letter) - of KPMG Audyt Sp. z o.o. sp. k., in connection with the assessment of the Report on the Remuneration of Members of the Management Board and the Supervisory Board for the year 2025, in the wording constituting Annex 2 to this resolution.

  4. The Supervisory Board authorises the Chairman of the Supervisory Board - Mr Janusz Niedźwiecki -to sign this Statement on behalf of the Board and to sign the aforementioned Report.

  5. The Supervisory Board resolves to submit the Report to the Ordinary General Meeting and to request its opinion thereon.

  6. This resolution shall enter into force upon adoption.

Legal basis: § 15(11) of the Articles of Association of Apator SA

7 persons voted in favour of the resolution, 0 abstained, 0 voted against.

Janusz Niedźwiecki Mariusz Lewicki Janusz Marzygliński Monika Guzowska

Grażyna Sudzińska-Amroziewicz Kazimierz Piotrowski

of the Supervisory Board of Apator SA dated 28 May 2026 regarding: the distribution of Apator SA's profit for the financial year 2025
  1. Acting pursuant to Article 382 § 3 of the Commercial Companies Code and § 15(11)(7) of the Articles of

    Association of Apator SA, the Supervisory Board of Apator SA approves the Management Board's proposal regarding the distribution of the 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 gross per share (treasury shares acquired under the share buy-back programme for the purpose of cancellation are not included in the dividend payment)

    • reserve capital - PLN 19,574,809.80.

  2. The Supervisory Board gives a favourable opinion on the Management Board's proposal to set the record date for the dividend as 7 July 2026.

  3. The Supervisory Board has given a favourable opinion on the Management Board's proposal to pay the dividend in two instalments:

    − the first instalment of PLN 0.60 gross per share, payable on 16 July 2026,

    − Second instalment of PLN 0.60 gross per share, payable on 6 October 2026.

  4. The Supervisory Board of Apator SA requests the General Meeting to approve the proposed profit distribution.

  5. The resolution shall enter into force upon adoption.

7 persons voted in favour of the resolution, 0 abstained, and 0 voted against.

Janusz Niedźwiecki Mariusz Lewicki Janusz Marzygliński Monika Guzowska

Grażyna Sudzińska-Amroziewicz

Kazimierz Piotrowski

of the Supervisory Board of Apator SA of 28 May 2026 on: the report on the activities of the Supervisory Board in 2025
  1. The Supervisory Board of Apator SA adopts the Report on its activities in 2025, attached as an appendix to this resolution.

  2. The Supervisory Board authorises the Chairman of the Supervisory Board, Mr Janusz Niedźwiecki, to sign the aforementioned Report.

  3. The Supervisory Board resolves to submit the Report to the Ordinary General Meeting, to request its consideration and approval, and to request the granting of discharge to all Members of the Supervisory Board serving in the financial year 2025.

  4. This resolution shall enter into force upon adoption.

7 persons voted in favour of the resolution, 0 abstained, and 0 voted against.

Janusz Niedźwiecki Mariusz Lewicki Janusz Marzygliński Monika Guzowska

concerning: a motion to grant discharge to the Members of the Management Board of

Apator SA

  1. The Supervisory Board, acting pursuant to § 15(11) of the Articles of Association of Apator SA, moves that the General Meeting grant discharge to all members of the Management Board of Apator SA in respect of the performance of their duties in the financial year 2025.

  2. The resolution shall enter into force upon adoption.

7 persons voted in favour of the resolution, 0 abstained, and 0 voted against.

Janusz Niedźwiecki Mariusz Lewicki Janusz Marzygliński Monika Guzowska

concerning: the closure of the "Share buy-back programme for the purpose of their cancellation and reduction share capital and the creation of a Share Redemption Fund to finance the Share Buy-back Programme" and the redemption of shares purchased under the aforementioned Programme
  1. The Supervisory Board of Apator SA, pursuant to § 15(11)(8) of the Articles of Association of Apator SA, gives a favourable opinion on the closure of the "Share Buy-back Programme for the purpose of their redemption and reduction of the share capital, and the establishment of a Share Redemption Fund to finance the Share Buy-back Programme" (hereinafter the "Programme") adopted by Resolution No. 36/VI/2025 of the Ordinary General Meeting of 25 June 2025.

  2. The Supervisory Board gives a favourable opinion on the cancellation of 44,330 own shares purchased by the Company under the Programme.

  3. The Supervisory Board proposes to the General Meeting that the Programme be terminated and that the own shares purchased by the Company under the Programme be cancelled.

  4. The resolution shall enter into force upon its adoption.

7 persons voted in favour of the resolution, 0 abstained, and 0 voted against.

Janusz Niedźwiecki Mariusz Lewicki Janusz Marzygliński Monika Guzowska

Grażyna Sudzińska-Amroziewicz Kazimierz Piotrowski

Tadeusz Sosgórnik

Resolution No. 20/2026 of the Supervisory Board of Apator SA dated 28 May 2026 Re: issuing an opinion on amendments to the Articles of Association of Apator SA and adopting the consolidated text of the Company's Articles of Association
  1. The Supervisory Board, acting pursuant to § 15(11)(8) of the Articles of Association of Apator SA, gives a favourable opinion on the Management Board's proposal to amend the Company's Articles of Association with regard to aligning the PKD codes with current operations and updating the share capital amount resulting from the conversion of registered shares carried out in January 2026 conversion of registered shares and the cancellation of own shares purchased by the Company under the Share Buy-back Programme for the purpose of their cancellation dated 25 June 2025.

  2. The Supervisory Board of Apator SA requests the General Meeting to approve the amendments to the Articles of Association of Apator SA proposed by the Company's Management Board.

  3. The Supervisory Board gives a favourable opinion on the proposal to adopt the consolidated text of the Company's Articles of Association, which forms an annex to this resolution.

  4. This resolution shall enter into force upon adoption.

7 persons voted in favour of the resolution, 0 abstained, and 0 voted against.

Janusz Niedźwiecki Mariusz Lewicki Janusz Marzygliński Monika Guzowska

Grażyna Sudzińska-Amroziewicz Kazimierz Piotrowski

Tadeusz Sosgórnik

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