Announcement of the Management Board of Apator spółka akcyjna with the seat in Toruń about

the convening of Ordinary General Shareholders Meeting

The Management Board of Apator S.A. with its seat in Toruń at ul. Gdańska 4a/ C4, registered in the Register of Entrepreneurs of the National Court Register, under KRS no. 0000056456, with its registration files kept by the District Court in Toruń, VII Economic Division of the National Court Register, NIP no. 879 016 68 96, with the share capital of PLN 3,26,707.30, paid in full, acting pursuant to Article 399(1) and Article 4021 (1) of the Commercial Companies Code (hereinafter referred to as

  1. and Article 14(3) of the Statute of Apator S.A. announces that it convenes the Ordinary General Shareholders Meeting of Apator S.A. to be held on 28th June 2023 at 11.00in Toruń in Filmar Hotel, Kopernik Room (1st floor), address: ul. Grudziądzka 39-43,87-100 Toruń.

Agenda for the Ordinary General Shareholders Meeting:

  1. Opening of the Ordinary General Shareholders Meeting
  2. Election of the Chairperson of the Ordinary General Shareholders Meeting
  3. Confirmation of the correctness of convening the Ordinary General Shareholders Meeting and its ability to adopt resolutions
  4. Approval of the agenda of the Ordinary General Shareholders Meeting
  5. Consideration and approval of the report submitted by the Management Board on the activity of Apator S.A. for the period from 1 January 2022 to 31 December 2022.
  6. Consideration and approval of the report submitted by the Management Board on the activity of Apator Group for the period from 1 January 2022 to 31 December 2022.
  7. Consideration and approval of the financial statements of Apator S.A. for the financial year 2022
  8. Consideration and approval of the consolidated financial statements of the Apator Group for the financial year 2022
  9. Acknowledgement of the fulfilment of duties by Members of the Management Board of Apator S.A. in 2022
  10. Consideration and approval of the report submitted by the Supervisory Board of Apator S.A. for the period from 1 January 2022 to 31 December 2022.
  11. Adoption of the resolution providing an opinion on the report of the Supervisory Board of Apator S.A. on the remuneration of the Members of the Management Board and the Supervisory Board of Apator S.A. for the year 2022.
  12. Acknowledgement of the fulfilment of duties by Members of the Supervisory Board of Apator S.A. in

2022

Apator Spółka Akcyjna with its seat in Toruń, registered in the National Court Register under number 0000056456, place of storage of the company's documents: District Court in Toruń, VII Economic

Division of the National Court Register, the share capital is PLN 3,264,707.30 and is paid in full. Management Board: President of the Management Board - Maciej Wyczesany, Member of the Management

Board - Tomasz Łątka, registered office address: ul. Gdańska 4a/ C4, 87-100 Toruń; principal place of business, correspondence address: Ostaszewo 57C, 87-148 Łysomice, tel. +48 56 61 91 111, fax

+48 56 61 91 274, e-mail: apator@apator.com, NIP no. 879 016 68 96, Waste Database (BDO): 000003377; other business addresses: ul. Wołowa 2c, 93-569 Łódź; ul. Polna 148, 87-100 Toruń

www.apator.com

  1. Adoption of a resolution concerning the distribution of profit for the financial year 2022
  2. Adoption of a resolution on the closure of the Share Repurchase Programme for the purpose of their redemption and reduction of share capital and the creation of a Share Redemption Fund to finance the Share Repurchase Programme from 28 June 2022 and liquidation of the Share Redemption Fund to finance the Share Repurchase Programme
  3. Adoption of a resolution on taking a position on the disposal of the ownership right to the real estate located at ul. Wołowa 2 in Łódź
  4. Adoption of a resolution on the amendment of the Statute of Apator S.A.
  5. Adoption of the resolution on the adoption of a consolidated text of the Articles of Association of Apator S.A.
  6. Adoption of the resolution on the amendment of the Regulations of the Supervisory Board of Apator S.A.
  7. Adoption of the resolution on the adoption of a consolidated text of the Regulations of the Supervisory Board of Apator S.A.
  8. Adoption of the resolution on the amendment of the Remuneration Policy of the Members of the Management Board and the Supervisory Board of Apator S.A.
  9. Adoption of the resolution on the adoption of the unified text of the Remuneration Policy of the Members of the Management Board and the Supervisory Board of Apator S.A.
  10. Miscellaneous
  11. Closing of the meeting

Pursuant to Article 402(2), the Management Board of Apator S.A. announces the proposed amendments to the Statute of Apator S.A.:

1. The existing wording of Article 7 of the Statute of Apator S.A.:

The Company's share capital is PLN 3,264,707.30 (three million two hundred and sixty-four thousand seven hundred and seven zlotys 30/100) and is divided into 7,332,491 (seven million three hundred and thirty-two thousand four hundred and ninety-one) A series registered shares and 25,314,582 (twenty- five million three hundred and fourteen thousand five hundred and eighty-two) A, B and C series bearer shares with a nominal value of PLN 0.10 (ten groszy) each.

Apator Spółka Akcyjna with its seat in Toruń, registered in the National Court Register under number 0000056456, place of storage of the company's documents: District Court in Toruń, VII Economic

Division of the National Court Register, the share capital is PLN 3,264,707.30 and is paid in full. Management Board: President of the Management Board - Maciej Wyczesany, Member of the Management

Board - Tomasz Łątka, registered office address: ul. Gdańska 4a/ C4, 87-100 Toruń; principal place of business, correspondence address: Ostaszewo 57C, 87-148 Łysomice, tel. +48 56 61 91 111, fax

+48 56 61 91 274, e-mail: apator@apator.com, NIP no. 879 016 68 96, Waste Database (BDO): 000003377; other business addresses: ul. Wołowa 2c, 93-569 Łódź; ul. Polna 148, 87-100 Toruń

www.apator.com

The proposed wording of Article 7 of the Statute of Apator S.A.:

The Company's share capital is PLN 3,264,707.30 (three million two hundred and sixty-four thousand seven hundred and seven zlotys 30/100) and is divided into 7,331,391 (seven million three hundred and thirty-one thousand three hundred and ninety-one) A series registered shares and 25,315,682 (twenty- five million three hundred and fifteen thousand six hundred and eighty-two) A, B and C series bearer shares with a nominal value of PLN 0.10 (ten groszy) each.

2. The existing wording of Article 14(14) of the Statute of Apator S.A.:

Resolutions are adopted by an absolute majority of votes, unless the provisions of the Company's Statute or the Commercial Companies Code provide otherwise. The exclusive competence of the General Shareholders Meeting includes:

  • reviewing and approving the reports of the Management Board on the Company's activities and on the activities of the Group of Companies for the previous financial year,
  • reviewing and approving the separate financial statements and the consolidated financial statements for the previous financial year,
  • reviewing and approving the reports on the activities of the Supervisory Board,
  • adopting resolutions concerning claims for redressing losses caused in the process of establishing, managing or supervising the Company,
  • adopting resolutions on profit distribution or loss coverage,
  • determining the date of shareholders' rights to dividends and the date of payment of dividends, taking into account the principle that the period between the date of determination of rights to dividends and the date of payment of dividends may not exceed 15 (fifteen) working days,
  • acknowledging the fulfilment of duties by members of the Company's bodies,
  • increasing and reducing the share capital,
  • resolving the redemption of shares and other securities,
  • issuing shares and other securities,

Apator Spółka Akcyjna with its seat in Toruń, registered in the National Court Register under number 0000056456, place of storage of the company's documents: District Court in Toruń, VII Economic

Division of the National Court Register, the share capital is PLN 3,264,707.30 and is paid in full. Management Board: President of the Management Board - Maciej Wyczesany, Member of the Management

Board - Tomasz Łątka, registered office address: ul. Gdańska 4a/ C4, 87-100 Toruń; principal place of business, correspondence address: Ostaszewo 57C, 87-148 Łysomice, tel. +48 56 61 91 111, fax

+48 56 61 91 274, e-mail: apator@apator.com, NIP no. 879 016 68 96, Waste Database (BDO): 000003377; other business addresses: ul. Wołowa 2c, 93-569 Łódź; ul. Polna 148, 87-100 Toruń

www.apator.com

  • determining the number of Members of the Supervisory Board,
  • electing and dismissing Members of the Supervisory Board and determining their remuneration,
  • adopting resolutions on the merger, division, transformation or dissolution of the Company,

- adopting resolutions on transfer and lease of the enterprise or its organised part and establishing a limited right in rem on them,

  • amending the Statute,
  • adopting the Regulations of the Supervisory Board,
  • adopting the Regulations of the General Shareholders Meetings,
  • adopting the remuneration policy for the members of the Management Board and the Supervisory Board,
  • giving an opinion on the remuneration report presented by the Supervisory Board.

The proposed wording of Article 14(14)of the Statute of Apator S.A.:

Resolutions are adopted by an absolute majority of votes, unless the provisions of the Company's Statute or the Commercial Companies Code provide otherwise. The exclusive competence of the General Shareholders Meeting includes:

  • reviewing and approving the reports of the Management Board on the Company's activities and on the activities of the Group of Companies for the previous financial year,
  • reviewing and approving the separate financial statements and the consolidated financial statements for the previous financial year,
  • reviewing and approving the reports on the activities of the Supervisory Board,
  • adopting resolutions concerning claims for redressing losses caused in the process of establishing, managing or supervising the Company,
  • adopting resolutions on profit distribution or loss coverage,

Apator Spółka Akcyjna with its seat in Toruń, registered in the National Court Register under number 0000056456, place of storage of the company's documents: District Court in Toruń, VII Economic

Division of the National Court Register, the share capital is PLN 3,264,707.30 and is paid in full. Management Board: President of the Management Board - Maciej Wyczesany, Member of the Management

Board - Tomasz Łątka, registered office address: ul. Gdańska 4a/ C4, 87-100 Toruń; principal place of business, correspondence address: Ostaszewo 57C, 87-148 Łysomice, tel. +48 56 61 91 111, fax

+48 56 61 91 274, e-mail: apator@apator.com, NIP no. 879 016 68 96, Waste Database (BDO): 000003377; other business addresses: ul. Wołowa 2c, 93-569 Łódź; ul. Polna 148, 87-100 Toruń

www.apator.com

  • determining the date of shareholders' right to dividends and the date of payment of dividends,
  • acknowledging the fulfilment of duties by members of the Company's bodies,
  • increasing and reducing the share capital,
  • resolving the redemption of shares and other securities,
  • issuing shares and other securities,
  • determining the number of Members of the Supervisory Board,
  • electing and dismissing Members of the Supervisory Board and determining their remuneration,
  • adopting resolutions on the merger, division, transformation or dissolution of the Company,

- adopting resolutions on transfer and lease of the enterprise or its organised part and establishing a limited right in rem on them,

  • amending the Statute,
  • adopting the Regulations of the Supervisory Board,
  • adopting the Regulations of the General Shareholders Meetings,
  • adopting the remuneration policy for the members of the Management Board and the Supervisory Board,
  • giving an opinion on the remuneration report presented by the Supervisory Board.

3.In the current Article 14 of the Statute of Apator S.A., it is proposed to add section 18 with the following wording:

The General Shareholders Meeting exempts each former member of the Management Board of Apator S.A. from the obligation to participate in the General Shareholders Meeting approving reports on activity of the Management Board and financial statements covering the period when they were the member of the Management Board of Apator S.A.

Apator Spółka Akcyjna with its seat in Toruń, registered in the National Court Register under number 0000056456, place of storage of the company's documents: District Court in Toruń, VII Economic

Division of the National Court Register, the share capital is PLN 3,264,707.30 and is paid in full. Management Board: President of the Management Board - Maciej Wyczesany, Member of the Management

Board - Tomasz Łątka, registered office address: ul. Gdańska 4a/ C4, 87-100 Toruń; principal place of business, correspondence address: Ostaszewo 57C, 87-148 Łysomice, tel. +48 56 61 91 111, fax

+48 56 61 91 274, e-mail: apator@apator.com, NIP no. 879 016 68 96, Waste Database (BDO): 000003377; other business addresses: ul. Wołowa 2c, 93-569 Łódź; ul. Polna 148, 87-100 Toruń

www.apator.com

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Apator SA published this content on 17 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 August 2023 08:47:08 UTC.