ESPI 26/2020 Convening the Ordinary General Meeting of IMS S.A. for 28 August 2020

The Management Board of IMS SPÓŁKA AKCYJNA with its registered office in Warsaw (address: ul. Puławska 366, 02-819 Warsaw), entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw, Poland, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under the number KRS 0000278240, REGON 016452416, NIP 5252201663, with the share capital of PLN 628 481.72, paid in full (hereinafter referred to as: The “Company”), acting pursuant to Article 399 § 1 of the Commercial Companies Code in connection with § 10.3 (first sentence) of the Company’s Articles of Association, convenes for 28 August 2020 the Ordinary General Meeting of the Company to be held at the Company’s registered office in Warsaw at ul. Puławska 366, for 12:00.

The agenda of the Ordinary General Meeting of the Company is as follows:

  • Opening of the Ordinary General Meeting of the Company,
  • Election of the Chairperson of the Ordinary General Meeting of the Company,
  • Drawing up the attendance list and stating the correctness of convening the Ordinary General Meeting of the Company and its ability to adopt resolutions,
  • Election of the Vote Counting Committee,
  • Adoption of the agenda of the Ordinary General Meeting of the Company,
  • Review of the Company’s financial statements for 2019, including the independent auditor’s report on the audit of the Company’s financial statements for 2019,
  • Review of the Management Board’s report on the Company’s activities for 2019,
  • Review of the consolidated financial statements of the Company’s Capital Group for 2019, including the independent auditor’s report on the audit of the consolidated financial statements of the Company’s Capital Group for 2019,
  • Examination of the report on activities of the Company’s Capital Group for 2019,
  • Examination of the report of the Company’s Supervisory Board on the results of the evaluation of the Company’s financial statements and the report of the Management Board on the Company’s activities for 2019, the consolidated financial statements of the Company’s Capital Group and the report on the activities of the Company’s Capital Group for 2019 and the proposal of the Management Board on the distribution of the Company’s net profit for 2019 and the proposal of the Company’s Supervisory Board on granting a vote of acceptance to members of the Company’s Management Board for the discharge of their duties in 2019,
  • Adopting a resolution on the approval of the Company’s financial statements for 2019,
  • Adoption of a resolution on the approval of the Management Board’s report on the Company’s activities for 2019,
  • Adoption of a resolution on the approval of the consolidated financial statements of the Company’s Capital Group for 2019,
  • Adoption of a resolution on the approval of the report on the activities of the Company’s Capital Group for 2019,
  • Adoption of a resolution on the distribution of the Company’s net profit for 2019,
  • Adoption of resolutions on granting discharge to members of the Supervisory Board of the Company for the performance of their duties in 2019,
  • Adopting resolutions on granting discharge to members of the Company’s Management Board for the performance of their duties in 2019,
  • Adoption of a resolution on changing the terms of remuneration of the Company’s Supervisory Board members,
  • Adoption of a resolution on changing the terms of remuneration of the members of the Company’s Audit Committee,
  • Adoption of a resolution on amending the Regulations of the Supervisory Board of the Company,
  • Adoption of a resolution on establishing and adopting the uniform text of the Regulations of the Supervisory Board of the Company,
  • Adoption of a resolution on the adoption of the remuneration policy for members of the Management Board and Supervisory Board of the Company,
  • Free queries and requests,
  • Closing of the Ordinary General Meeting of the Company.

ESPI 25/2020 Recommendation of the Management Board of IMS S.A. concerning payment of dividend for 2019

Management Board of IMS S.A. (“Company”, “Issuer”), with reference to report No 15/2020 dated 23 April 2012, informs that it will recommend to the Supervisory Board and the Ordinary General Assembly (“AGM”) of the Company the payment of dividend for 2019 in the amount of 5 gr/share. The above mentioned recommendation means that the amount of PLN 1,554,954.30 will be allocated for payment to the Shareholders. The dividend rate, based on the closing price of 29 July 2020, is 1.86%.
 The dividend will cover 31.099.086 shares (i.e. the number of the Issuer’s shares minus the purchased own shares).

The above mentioned recommendation of dividend payment is a result of a broad analysis of the situation of the Company, IMS S.A. Capital Group and the economic environment. In particular, it concerns a stable, good financial situation of the Issuer, gradual increase in the number of subscription locations over the possession at the end of 2019 and reviving revenues from advertising services.

If the recommended dividend is approved by the AGM, it will be the eighth year in a row, when the Company shares the profit with the Shareholders.

ESPI 24/2020 Disposal of the subsidiary

Management Board of IMS S.A. (“Issuer”, “Company”) informs that on 2 July the Issuer sold to a natural person all of its shares (constituting 73% of the share capital and giving the right to 73% of votes) in the subsidiary IMS events Sp. z o.o.  The sale price was PLN 40 thousand.

IMS events is the business segment of the IMS Capital Group (“the Group”) most affected by negative economic effects caused by the coronavirus pandemic. The estimated revenues of IMS events for the first half of 2020 will amount to only approx. 10% of the revenues generated in the first half of 2019, and the equity of this company shown in the Group’s consolidated financial statement fell below zero at the end of the first half of this year.

The disposal of this subsidiary (and exclusion of its results from the Group’s consolidated statement) will allow to focus even more strongly on the most profitable segments of the Group’s operations.