Management Board of IMS S.A. (“the Issuer,” “the Company”) announces that on October 12 of this year, it adopted a resolution regarding the adoption of a policy on recommending to the Company’s Supervisory Board and the Company’s General Meeting the rules for adopting IMS S.A. share-based incentive schemes (“the Policy”).
In accordance with the Policy:
- provided that such a recommendation is made, the Company’s Management Board will recommend the adoption of subsequent incentive schemes at the Company no earlier than 3 years after the end of the last year for which shares were acquired under the most recently completed incentive schemes;
- if such a recommendation is made, the Company’s Management Board will recommend the adoption of incentive schemes involving the issuance (under a single incentive schemes) of no more than 3% of the total shares in the Company’s share capital as of the date the recommendation is submitted;
- the issue price of shares in the incentive program will be recommended with a discount relative to the current market price. However, the recommended discount will not exceed that specified in the incentive scheme approved by Resolution No. 22 of the Ordinary General Meeting held on June 17, 2026;
- incentive schemes will be implemented in accordance with regulations providing, in particular, for:
- the terms and conditions for acquiring warrants and shares (KPIs);
- the issuance of subscription warrants, on the basis of which the Company’s shares will be acquired;
- the issuance of subscription warrants, and consequently shares of the Company, to persons approved by the Company’s Supervisory Board, taking into account the proposal of the Company’s Management Board (the Management Board’s proposal in the case of persons participating in the incentive scheme who are not members of the Company’s Management Board);
- imposing a lock-up period on shares acquired under the incentive scheme, prohibiting their sale for a period of at least 18 months from the date of their acquisition.
Management Board’s Comments on the Adopted Resolution.
The Management Board continues to believe that incentive schemes based on the Company’s shares are a very important tool for motivating employees to achieve above-average results. Nevertheless, future share-based schemes—if recommended—will be smaller in scope, targeted at a narrower group of beneficiaries, and implemented less frequently than in the past. The earliest possible recommendation (if any) would pertain to the 2032 fiscal year.