Spis treści:
1. General information 4
1.1. Organization of Apator SA 4
1.2. Makeup of Apator Group 4
1.4. Shares of Apator SA 7
1.4.1. The shareholding of persons in management 7
1.4.2. The shareholding of persons in supervision 7
1.4.3. Information on the issue of securities of Apator SA 8
1.4.4 Information on contracts that may cause changes in proportions of shareholding of current shareholders. 8
1.4.5. Control system of programmes for employee shares 8
1.5. Employment in Apator SA 8
1.6. Entity entitled to audit financial statements and its remuneration 8
1.6.1. The statement of the Management Board of Apator SA in respect of selection of the entity entitled to audit the financial statements 9
1.7. Declaration of the Management Board of Apator SA in the scope of preparation of financial statement and the report of the Management Board 9
2. Financial results 10
2.1. Macroeconomic situation in Poland in 2015 10
2.2. Areas where Apator SA operates 10
2.3. Analysis of financial results achieved by Apator SA in 2015 12
2.3.1. Performance of the results forecast of Apator SA in 2015 12
2.3.2. Assessment of special factors and events that have the impact on financial results in 2015 12
2.3.3. The most important achievements and failures of the issuer in financial year 12
2.3.4. Analysis and structure of sales 13
2.3.5. Purchasing, procurement 14
2.3.6. Separate income statement and other comprehensive income 15
2.3.7. Analysis of financial position 16
2.4. Investments of Apator SA 17
2.4.1. Investment in non-financial assets 17
2.4.2. Investment in financial property 17
2.4.3. The assessment of the possibilities of performance of investment plans 17
2.5. Assessment of financial resources management 18
3. Loans and borrowings 20
3.1. Information on concluded and terminated contracts in the financial year concerning loans and borrowings 20
3.2. Information about borrowings granted in the financial year 21
3.3. Information on sureties and guarantees granted and received in the financial year 22
3.3.1. Information about granted and received sureties 22
3.3.2. Information on granted and received guarantees in financial year 22
4. Proceeding in progress before the court, entity competent for the arbitrage proceeding or public administration entity 23
5. Information on transactions concluded on principles other than arm’s length ones 23
6. Information on contracts concluded significant to the activity of the issuer 24
6.1.1. Contracts concluded between Apator SA and persons in management 24
6.2. Contracts concluded between shareholders 24
6.3. Trade contracts 24
6.4. Cooperation or collaboration contracts 24
6.5. Insurance contracts 24
7. Perspectives and factors for development of activity with strategy elements included 25
8. Risk factors and threats for parent entity and its capital group 26
9. Corporate governance 29
9.1. Corporate Governance principles binding in 2015 29
9.2. Corporate Governance principles binding since 2016 30
9.3. The shareholders of Apator SA holding directly or indirectly considerable packages of shares 30
9.4. Dividend 31
9.5. The description of the main features of internal control systems and risk management applied in relation to the preparation process of separated financial statements and consolidated financial statements 31
9.6. The holders of any securities that give special control entitlements with the description of them 33
9.7. Limitations to the exercising of voting rights based on shares 33
9.8. Limitations regarding the transfer of the ownership rights of shares of Apator SA 34
9.9. Description of the rules for appointing or recalling the members of managing bodies and their rights, in particular the right to make a decision regarding the issuance or buy-out of shares 34
9.9.1. General Shareholders Meeting 34
9.9.2. Supervisory Board 34
9.9.3. Management Board 35
9.10. Description of the amendments to the Statutes of Apator SA 36
9.11. Principles of General Shareholders Meeting 36
9.12. The makeup of managing and supervising bodies of Apator SA and amendments made in the last financial year with description of their activities 38
9.12.1. Management structure of Apator SA as at 31st December 2015 38
9.12.2. Supervisory Board 38
9.12.3. Audit Committee of Supervisory Board of Apator SA 40
9.12.4. Management Board 42
9.13. Remuneration policy of Apator SA 43
9.14. Sponsorship policy of Apator SA 44
Signatures 45
1. General information
1.1. Organization of Apator SA
The Apator was founded in 1949. Since 1993 it has been operated as a joint-stock company established by the employees of the liquidated state owned enterprise. The business activity of Apator SA includes designing, manufacturing and selling of metering systems and equipment and switchgear. Apator SA is entered into the National Court Register, Entrepreneurs Register with KRS number 0000056456. Entire business activity of the Company is located in Pomeranian Special Economic Zone in Ostaszewo.
Since April 24, 1997, Apator SA has had their stock listed at the Warsaw Stock Exchange. This trading is performed via continuous trading. The Company is classified under the electrical machinery industry sector.
The shares of the Company are included to the following indexes:
§ mWIG40,
§ RESPECT Index.
1.2. Makeup of Apator Group
Apator SA is parent entity in Apator Capital Group which organizational structure as at 31st December 2015 is as follows:
As at 31st December 2015 Apator Group included associated entity - Apator Elektro that on 29th March 2016 was liquidated.
Entities of Apator Group focus their activity within electrical machinery sector in the following branch segments:
§ metering - business lines: metering of water and heat, metering of electricity and gas,
§ power grid automation – business lines: switchgear, supervisory and control systems and ICT line,
§ other („non-core”) – business lines: control and mining equipment.
1.3. Changes in essential management principles of the enterprise of the issuer and its capital group and changes in its structure in 2015
Apator SA:
Management Board
On 30th March 2015, Tomasz Habryka resigned from being the member of the Management Board of Apator SA effective from 31st March 2015. The resign was the result of taking by him the position of President of Management Board of Apator Elkomtech SA with headquarters in Łódź effective from 1st February 2015.
On 22nd June 2015, Jerzy Kuś - the member of the Management Board resigned from being the member of Management Board of Apator SA effective since 23rd June 2015,
The above changes caused that since 24th June 2015 the Management Board of Apator SA has been operating in the following two person makeup:
§ Andrzej Szostak – President of Management Board,
§ Piotr Nowak – Member of Management Board
After reporting period:
§ on 18th February 2016 the Supervisory Board of Apator SA made the decision to appoint Piotr Dobrowolski to be the member of the Management Board effective since 22nd February 2016. Further to the above the Management Board of Apator SA since 22nd February 2016 has been operating in three person makeup:
- Andrzej Szostak – President of Management Board,
- Piotr Nowak – Member of Management Board,
- Piotr Dobrowolski – Member of Management Board
Current tenure of the Management Board will end on the day of General Shareholders Meeting to be held that is on 13th June 2016.
§ on 25th February 2016 the President of Management Board of Apator SA – Andrzej Szostak advised that he would not be longer the candidate for the member of Management Board of Apator SA for the following tenure that will commence on 14th June 2016.
The Supervisory Board:
The makeup of the Supervisory Board of Apator SA since 22nd June 2015 was as follows:
§ Janusz Niedźwiecki - Chairman of Supervisory Board,
§ Mariusz Lewicki - Deputy Chairman of Supervisory Board,
§ Janusz Marzygliński - Member of Supervisory Board,
§ Danuta Guzowska - Member of Supervisory Board
§ Krzysztof Kwiatkowski - Member of Supervisory Board,
§ Marcin Murawski - Member of Supervisory Board.
Further to the tenure of the Supervisory Board coming to the end in financial year 2015, the General Shareholders Meeting adopted the resolution on 22nd June 2015 of nomination of the members of the Supervisory Board for the following five year tenure in the following makeup:
§ 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,
§ Marcin Murawski - Member of the Supervisory Board.
Current tenure of the Supervisory Board will end on the day of General Shareholders Meeting to be held in 2020.
Apator Elkomtech SA:
On 26th January 2015 the amendment to the name of the subsidiary Apator Elkomtech SA was registered.
FAP Pafal SA:
On 12th March 2015 Apator SA sold FAP PAFAL SA 59.000 own shares of that subsidiary for the redemption for the total price of PLN 1.593 000. After the redemption made, on 10th December 2015, the reduction of share capital was registered. The capital currently is PLN 1 006 532, 98 and it is divided into 278 818 registered shares of A series, by nominal value of PLN 3, 61 each.
In restructuring process of Pafal SA, manufacturing of electronic electricity meters was entirely transferred to Apator SA in the first quarter 2015. Currently the activity of the company is focused on manufacturing of inductive electricity meters and rendering the services concerning secondary certification and the installation of electricity meters.
Apator Metrix SA:
Until 25th February 2015 subsidiary - Apator Metrix SA had 50% shares in George Wilson Industries Ltd. (GI) and the option of the buyback of other 50% during 2017 - 2019. At the beginning of 2015 the decision was made to perform that option of purchase earlier that had been caused by accelerated development of smart metering market in the United Kingdom being important direction for Apator Metrix SA. Further to the above, on 26th February 2015 the contract of the buyout of shares was concluded for the price of GBP 5, 4 m GBP (PLN 31, 2 m) fromNational Industry Group Ltd., the payment has been divided into six annual instalments of GBP 0, 9 m (i.e. PLN 5, 1 m) each, payable until 28th February of each year (first instalment was paid on 28th February 2015, the last one is to be paid until 28th February 2020).
The increase of shares in GWi up to 100% was followed that the company had taken over the package of 35% shares in Slovanian company- INDAd.o.o. that is important support of R&D in the area of smart metering and communication technology.
Apator Powogaz SA:
1) On 1st April 2015 the subsidiary - Apator Powogaz SA purchase for the amount of EUR 6,2 m (PLN 26,4 m) 100% of shares in Danish company - Miitors ApS. Total price at the level of the value of the enterprise was EUR 7 m (i.e. PLN 29, 8m) – the difference is refinancing of the borrowings towards shareholders and other adjustments to the price. The company deals with design of the latest ultrasonic water meters for cold and hot water, flow transducers and heat meters. Apator Miitors ApS operates in the structure of Apator Powogaz Group as the centre for competence of ultrasonic issues and research and development. Owing to that transaction Apator Powogaz SA gained innovative technology that will expand the product portfolio and provide better access to the markets in Western Europe, North America and in the Middle East
2) On 30th September 2015 the investment contract was concluded between Apator Powogaz SA, Apator Telemetria sp. z o.o. (subsidiary of Apator Powogaz SA) and partners of Fellows s.c., owing to that contract the capital was increased in Apator Telemetria sp. zo.o. by in kind contributed value of Fellows s.c. for a change of part of shares of Apator Telemetria and payment in cash. In result of the above transaction Apator Powogaz
still has majority package of shares in Telemetria sp. z o.o. The entities at the same time have purchased mesh technology, inductive radio modules and advanced GSM read out systems.
Moreover, under the above investment contract, partners of Fellows s.c. undertook to sell 100% shares in iMeters sp. zo.o. Further to the above on 11th December 2015 Apator Telemetria sp. z o.o. took over 100% of shares of iMeters sp. z o.o. with headquarters in Gdańsk that is the owner of heat costs allocators operating in mesh system.
000 Apator Elektro
On 24th December 2015 the application for liquidation of associated entity – ooo Apator Elektro with the headquarters in Moscow was submitted. Financial consequences related to liquidation of the entity concerned the impairment write off the shares in amount about PLN 1000 and on 29th March 2016 the entity was liquidated.
1.4. Shares of Apator SA
1.4.1. The shareholding of persons in management
The table below shows the shareholding of particular Members of Management Board and Proxies of Apator SA in entities of Apator Group.
Description / As at 31st December 2015 /In Apator SA / In other entities of Apator Group /
Number of shares / Nominal value of shares in PLN / Number of shares / Nominal value of
shares in PLN /
Andrzej Szostak / 0 / 0,00 / 0 / -
Piotr Nowak / 0 / 0,00 / 0 / -
Jerzy Kuś / 200 / 20,00 / 0 / -
Mirosław Klepacki / 0 / 0,00 / 0 / -
Krzysztof Malec / 99 / 9,90 / 0 / -
Total / 299 / 29,90 / 0 / -
1.4.2. The shareholding of persons in supervision
The table below shows the shareholding of particular Members of the Supervisory Board of Apator SA in entities of Apator Group.
Description / As at 31st December 2015 /In Apator SA / In other entities of Apator Group /
Number of shares / Nominal value of shares in PLN / Number of
shares / Nominal value of
shares in PLN /
Janusz Niedźwiecki / 422 707 / 42 270,70 / 0 / -
Mariusz Lewicki / 2 054 000 / 205 400,00 / 0 / -
Janusz Marzygliński / 1 034 704 / 103 470,40 / 0 / -
Danuta Guzowska / 1 520 279 / 152027,90 / 0 / -
Kazimierz Piotrowski / 597 147 / 59714,70 / 0 / -
Marcin Murawski / 0 / 0 / 0 / -
Total / 5 628 837 / 562883,70 / 0 / -
1.4.3. Information on the issue of securities of Apator SA