Announcement.

APANET SA (4/2018) Information on the situation of the subsidiary company and attempts at holding the General Meeting of the Subsidiaries of the Subsidiary

Legal attitude: Art. 17 para. 1 MAR - confidential information. The Management Board of APANET S.A. with headquarters in Wrocław ("Issuer", "Company") in reference to information provided in the current report ESPI No. 8/2017 of August 17, 2017 regarding personnel changes in the composition of the Company's bodies and APANET Green System sp. o.o. with its registered office in Wrocław ("Subsidiary", "APANET GS") and in reports No. 01/2018 of February 27, 2018, 02/2018 of 08/03/2018 and 03/2018 of 17/03/2018 and their potential impact on the future economic situation of the Issuer and the Subsidiary, herewith informs that in the absence of a response of the shareholders of the Subsidiary Andrzej Lisa, Marcin Borowiec and Edyta Kolendowicz to the e-mail sent to them on 08/03/2018, the urgent extraordinary Shareholders' Meeting ("NZW") of the Subsidiary, which was renewed by the Issuer's Management Board on 12/03/2018 and 17/03/2018, on 23/03/2018. The Issuer's Management Board once again turned to the other shareholders of the Company dependent on the urgent holding of NZW depending on the agenda indicated in the note of 08/03/2018, which may be supplemented in accordance with the proposals of other shareholders of the Company with ależnej. At the same time, the Issuer's Management Board indicated that the General Meeting of Shareholders may be held at any time in accordance with art. 240 k.s.h. (ie without a formal convening of the assembly). The Issuer's Management Board has declared the possibility of participation of APANET S.A. in NZW Subsidiary on day 26 and / or 27 and / or 28 and / or 29 and / or 30/03/2018. On 26/03/2012, the Issuer's Management Board received a letter from Mr. Andrzej Lis dated 26/03/2018 claiming that it acts as the Management Board of the Subsidiary, entitled "Notification of the dismissal of the Extraordinary Shareholders' Meeting" of the subsidiary, in the wording of which Mr. Andrzej Lis informed about the cancellation planned as at 28/03/2018 at 10:00 of the Extraordinary Shareholders' Meeting of the Subsidiary "due to the continued ill health of Mr. Andrzej Lisa". At the same time, Mr Andrzej Lis announced that he would set the date of the Extraordinary General Meeting "immediately after Mr. Andrzej Lisa recovered." On 27/03/2018, the Issuer's Management Board approached the shareholders of Andrzej Lisa, Marcin, via email electronically.Borowiec and Edyta Kolendowicz, sending them a draft agreement between the Issuer, a subsidiary company, Mr. Andrzej Lis, Mr. Marcin Borowiec and Ms. Edyta Kolendowicz, whose aim is to regulate the situation in the Subsidiary. The Issuer's Management Board indicated that the agreement provides for a change of the Subsidiary Agreement that removes the changes introduced at the Shareholders Meeting on August 10, 2018, the transfer of shares in the subsidiary's share capital sold on 09/08/2017 to the Issuer and the return by Mr. Andrzej Lisa for the Subsidiary amounts, whose collection from the Subsidiary took place in the opinion of the Issuer's Management Board without a legal basis. The Issuer's Management Board indicated that the draft agreement provides that none of the parties will demonstrate or make any civil claims or corporate claims based on the parties' actions until the day the agreement is concluded. At the same time, the Issuer's Management Board declared its readiness to conclude the above-mentioned agreement by 30/03/2018. Notwithstanding the above, the Issuer's Management Board once again approached Mr Andrzej Lisa, Mr Marcin Borowiec and Ms. Edyta Kolendowicz as AGS shareholders for urgent the Extraordinary General Meeting of Shareholders of AGS with the agenda indicated in the note of 08/03/2018, indicating that it may be supplemented in accordance with the proposals of the other shareholders of the Subsidiary. The Issuer's Management Board again indicated that the Meeting may be held in each time agreed by the shareholders in the mode of art. 240 k.s.h. (ie without a formal convening of the assembly). The Issuer's Management Board declared the possibility of the Issuer's participation in the Extraordinary General Meeting of Shareholders of the Subsidiary on day 27 and / or 28 and / or 29 and / or 30/03/2018. Referring to the letter of Mr. Andrzej Lisa of 26/03/2018 entitled "Notice of dismissal of the Extraordinary General Meeting" scheduled for 28/03/2018 due to "persisting poor health" of Mr. Andrzej Lis. The Issuer's Management Board indicated that the health condition of one of the company's partners does not have to be an obstacle to the General Shareholders' Meeting because participation in the General Meeting of Shareholders it is also possible through a proxy (from which the shareholders of AGS have often used it). At the same time, the Issuer's Management Boardpointed out that according to his knowledge, the health condition of Mr. Andrzej Lisa allows him to hold a series of meetings regarding the subsidiary company, hence should not be an obstacle to his personal participation in the General Meeting. The Issuer's Management Board informs that on 18/03/2018 received from Andrzej Lisa, scans of some of the documents relating to the Subsidiary, which he requested on 05/03/2018 to Mr. Andrzej Lis as the person who actually managed the Subsidiary since August 11, 2017. Documents sent by Mr. Andrzej Lisa they allowed for a reliable determination of the situation of AGS, therefore on 19/03/2018, the Issuer's Management Board requested their supplementation and explanations in the indicated scope. On 20/03/2018, Mr Andrzej Lis provided only partial information, therefore the Issuer's Management Board again asked for access to documents and explanations regarding the Subsidiary, on 21/03/2018, and then in the absence of a response on 24/03/2018. Until the date of publication of this announcement, the Issuer's Management Board did not receive the documents and explanations of the subsidiary from Mr. Andrzej. The Issuer's Management Board decided to publish the above information due to the fact that it may potentially have a significant impact on the valuation of listed financial instruments of the Issuer in the Alternative Trading System on the NewConnect market.

Source: company website, investor relations, current and periodic reports.

ALL COMPANY ANNOUNCMENTS
Company information
Company name:Apanet SA
ISIN:PLAPANT00017
NIP:8971780588
Adress: Aleja Piastów 27 52-424 Wrocław
Phone:+48 71 7832930
website:www.apanet.pl

Copyright © 2017 PolandStockExchange
This website uses cookies (Regulations / Cookie Policy).