ESPI 28/2017 Adoption by the general meeting of the company of the incentive scheme iii for years 2018 – 2020

In connection with ESPI 24/2017 report, the Board of Directors of IMS S.A. (“the Company”, “the Issuer”) informs that on 26 September 2017 an Extraordinary General Meeting of the Company with Resolution No.4 adopted the Incentive Scheme III for years 2018-2020, based on managerial options, for members of the Board of Directors, managers, employees and associates of the IMS Capital Group Companies and approved the Regulations for this Scheme (“the Regulations for the Incentive Scheme III”, “the Regulations”).

The objective of the Incentive Scheme III directed to members of the Board of IMS S.A. as well as managers, employees and associates of the IMS S.A. Group companies is creating an additional powerful tool motivating to achieve challenging goals by means of such actions as acquisitions of highly profitable entities, generating a high volume of sales on existing products and services as well as acquiring new clients and new markets, which should affect significantly the IMS S.A. share price.

The Incentive Scheme III assumes obtaining rights by persons participating in it to subscribe for not more than in total 1,500,000 series C shares provided that these persons meet the criteria specified in the Regulations III, at the issue price equal to the arithmetic mean of closing prices of IMS S.A. shares on Giełda Papierów Wartościowych w Warszawie S.A. in Warsaw in the period from 01.08.2016 to 31.07.2017 amounting to 3.03 zł (three zloty and three grosz)

A general criterion for acquiring the right to subscribe for shares for a given financial year in the period from 2018 to 2020 (“the acquisition period”) for all participating persons is remaining in the employment relationship with one of the IMS Group companies for at least six months in a given acquisition period and achieving by the IMS Capital Group of at least the below mentioned EBITDA ratios in a given year:

– acquisition period year 2018 – EBITDA of PLN 16.5 million,

– acquisition period year 2019 – EBITDA of PLN 20 million,

– acquisition period year 2020 – EBITDA of PLN 23 million,

A specific criterion is a significant influence of participating persons on the activities of Group companies, which is evaluated by the Supervisory Board, and in the case of persons who are not members of the Board, the evaluation by the Supervisory Board shall be preceded by a written request by the Board of Directors justifying a selection of a given person. The Supervisory Board may withdraw from the general criterion mentioned above, on condition that the participating person or participating persons have a particularly significant effect on financial results of the Group and on condition that EBITDA ratio in a given acquisition period does not differ considerably from the conditions presented above. In the case described in the preceding sentence, the Supervisory Board may award a maximum of not more than 500,000 warrants in total throughout the entire duration of Scheme III (acquisition periods 2018-2020).

The right to subscribe for shares as part of the Incentive Scheme III shall be exercised in form of series C subscription warrants issued by the Company. One warrant shall give right to subscribe for one share. Participants to the Scheme III shall assume an obligation absolutely not to transfer acquired shares (lock-up) for 12 (twelve) months of the date of subscribing for shares.

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