With reference to Resolution No. 19 of 25 May 2017 and in connection with Resolution No. 26 of 6 June 2018 of the Annual General Meeting of IMS S.A. (“AGM”), the Board of Directors of IMS S.A. (“Company”, “Issuer”) provides attached the following:
– resolution No. 1 of the Board of Directors of IMS S.A. of 28 June 2018 regarding the adoption of the update of the Company Own Shares Buy-back Programme adopted with Resolution No. 1 of the Board of Directors of IMS S.A. on 13 February 2018 – resolution No. 1 contains the consolidated text of the Own Shares Buy-back Programme;
– resolution No. 2 of the Board of Directors of IMS S.A. of 28 June 2018 regarding the terms and conditions as well as the procedure to exercise Tranche 3 of the Company Own Shares Buy-back Programme.

The update of the Own Shares Buy-back Programme results from Resolution No. 26 of 6 June 2018 adopted by the AGM and refers to:
– authorisation of the Board of Directors of IMS S.A. to acquire another 2,000,000 own shares of the Company;
– transferring additional PLN 5,000,000 to acquire the above mentioned own shares;
– extending the deadline to acquire own shares by 31 December 2019;

In line with the updated, consolidated text of the Own Shares Buy-back Programme, the objective of the Programme in force is the acquisition by the Company of not more than 3,000,000 own shares so as to:
– redeem them, or
– intend them for resale, or
– intend them for another legitimate purpose indicated by the Board of Directors of the Company.

The AGM allotted in total PLN 7,500,000.00 to acquire own shares, including apart from the price of the own shares also the costs of acquiring them. After being updated, the Programme shall run till 31 December 2019; however, no longer than the funds allotted to acquire the shares are exhausted. The Board of Directors of the Company, acting in the best interest of the Company, after consulting the Supervisory Board of the Company is authorised to:
– cease the acquisition of Shares before 31 December 2019 or before all the funds allotted for their acquisition are exhausted,
– resign from acquiring the Shares in whole or in part.

The Programme shall be carried out in tranches executed in the period specified above.

As part of Tranche 3 shares shall be acquired through an entity rendering investment services (a brokerage house). In Tranche 3 the Issuer intends to acquire not more than 300,000 shares and allots for the acquisition the amount of PLN 750,000. Tranche 3 shall run from 2 July to 27 July 2018 (including this date) unless the funds allotted for the acquisition of Tranche 3 are completely exhausted earlier.

The Board of Directors of IMS S.A. (“Company”, “Issuer”) with reference to current reports No. 26/2018 of 19.06.2018 and 27/2018 of 20.06.2018, in connection with the transfer of all disposed shares to the Issuer’s account informs that on 25th June this year the buy-back of own shares within the 2nd Tranche of the Own Shares Buy-back Programme executed under Resolution No.19 of the Annual General Meeting of IMS S.A. of 25 May 2017 was completed and cleared.

Within this Tranche the Company acquired 640,000 shares of the total nominal value of PLN 12,800, constituting 1.91% of the share capital of the Issuer and giving right to 640,000 votes in the GM (1.91% of total votes).

The shares were acquired by the Company at the price of PLN 3.70 per share.

Within the 2nd Tranche the Issuer acquired all own shares which were offered for acquisition.As at 25 June 2018 the Issuer holds 1,201,477 own shares of the nominal value of PLN 24,030, which constitute 3.59% of the share capital of the Issuer and give right to 1,201,477 votes in the GM (3.59% of total votes).

The Issuer, pursuant to Article 364 paragraph 2 of the Commercial Companies Code, does not exercise its right to vote from own shares held.

Detailed legal basis: Article 2 paragraph 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052

The Board of Directors of IMS S.A. (“Company”, “Issuer”) informs that on 20th June this year agreements were signed with the Shareholders of the Company to sell in total 533,548 IMS S.A. shares. The acquisition price of one share (in line with Resolution No.1 of the Board of Directors of the Company of 05.06.2018) was PLN 3.70. The total nominal value of acquired shares is PLN 10,670.96 (PLN 0.02 per each share). These shares represent 1.59% of the Issuer’s share capital and give right to 533,548 votes in the GM (1.59% of total votes).

In line with the Buy-back Programme (“Invitation to submit offers to dispose of shares”), Shareholders have time till 28th June this year to transfer disposed shares to the Company’s account. If the shares being disposed of by a Shareholder are not registered in the securities account of IMS S.A. by 28th June 2018, the sale agreement shall be terminated with no consequences for either of the parties.

If such a situation occurs, the Issuer will inform about it in a separate communication.

The buy-back is carried out under Resolution No.19 of the Annual General Meeting (“AGM”) of 25th May 2017. The Own Shares Buy-back Programme was adopted by the Board of Directors of the Issuer with Resolution No.1 of 13th February 2018 (the Company informed about it in ESPI 4/2018 of 13th February 2018). Pursuant to the resolution of the AGM, the acquired own shares of the Company may be:
a) redeemed, or
b) intended for resale, or
c) intended for another legitimate purpose indicated by the Board of the Company.

In total in the 2nd Tranche of the Own Shares Buy-back Programme (i.e. on 19.06.2018 and today) the Company signed with Shareholders agreements to sell 640,000 shares of the total nominal value of PLN 12,800, constituting 1.91% of the Issuer’s share capital and giving right to 640,000 votes in the GM (1.91% of total votes).

The Company also holds 561,477 own shares (with the total nominal value of PLN 11,229.54, constituting 1.68% of the Issuer’s share capital and giving right to 561,477 votes at the GM, i.e. 1.68% of total votes) acquired in July and October 2017 (the 4th and the 5th Tranche of the buy-back executed pursuant to Resolution No.19 of the AGM of IMS S.A. of 09.06.2016) and in March 2018 (the 1st Tranche of the buy-back executed pursuant to Resolution No.19 of the AGM of IMS S.A. of 25.05.2017).

Detailed legal basis: Article 2 paragraph 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052

The Board of Directors of IMS S.A. (“Company”, “Issuer”) informs that on 19th June this year agreements were signed with the Shareholders of the Company to sell in total 106,452 IMS S.A. shares. The acquisition price of one share (in line with Resolution No.1 of the Board of Directors of the Company of 05.06.2018) was PLN 3.70. The total nominal value of acquired shares is PLN 2,129.04 (PLN 0.02 per each share). These shares represent 0.32% of the Issuer’s share capital and give right to 106,452 votes in the GM (0.32% of total votes).

In line with the Buy-back Programme (“Invitation to submit offers to dispose of shares”), Shareholders have time till 28th June this year to transfer disposed shares to the Company’s account. If the shares being disposed of by a Shareholder are not registered in the securities account of IMS S.A. by 28th June 2018, the sale agreement shall be terminated with no consequences for either of the parties.

If such a situation occurs, the Issuer will inform about it in a separate communication.

The buy-back is carried out under Resolution No.19 of the Annual General Meeting (“AGM”) of 25th May 2017. The Own Shares Buy-back Programme was adopted by the Board of Directors of the Issuer with Resolution No.1 of 13th February 2018 (the Company informed about it in ESPI 4/2018 of 13th February 2018). Pursuant to the resolution of the AGM, the acquired own shares of the Company may be:

1. a) redeemed, or
2. b) intended for resale, or
3. c) intended for another legitimate purpose indicated by the Board of the Company.

Another date for the Company to conclude transactions to acquire shares shall be 20 June 2018.

Detailed legal basis: Article 2 paragraph 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052

In connection with report No. 18/2018 of 5 June this year and fulfilling provisions of point 8 of the Invitation to submit Offers to Dispose of the Shares of IMS S.A., the Board of Directors of IMS S.A. informs that the reduction rate in the 2nd tranche of the buy-back of own shares is 15.51%.

The Board of Directors of IMS S.A. informs of the receipt on 14 June 2018 of the notification pursuant to Article 19 paragraph 1 of the Market Abuse Regulation from the member of the Supervisory Board of IMS S.A. Mr Jarosław Dominiak – regarding the disposal and acquisition shares of IMS S.A.

The notification constitutes an attachment to this report.

The Board of Directors of IMS S.A. (“Company”) submits the list of shareholders holding at least 5% of votes in the Ordinary General Shareholder Meeting of the Company which took place on 06.06.2018, specifying the number of votes attributed to each of them on account of held shares and indicating their percentage share in the number of votes in this General Shareholder Meeting as well as in the total number of votes.

1) Michał Kornacki – number of held shares: 5,300,000, number of votes attached to the held shares: 5,300,000, which gave right to 40.81% votes in the Ordinary General Shareholder Meeting and constitutes 15.82% of the total votes;

2) CACHEMAN LIMITED – number of held shares: 2.980.000, number of votes attached to the held shares: 2.980.000, which gave right to 22.94% votes in the Ordinary General Shareholder Meeting and constitutes 8.90% of the total votes;

3) Paweł Przetacznik – number of held shares: 2.630.019, number of votes attached to the held shares: 2.630.019, which gave right to 20.25% votes in the Ordinary General Shareholder Meeting and constitutes 7.85% of the total votes.

4) Przemysław Świderski – number of held shares: 1.298.000, number of votes attributed to held shares: 1.298.000, which gave right to 9.99% votes in the Ordinary General Shareholder Meeting and constitutes 3.87% of the total votes;

The Board of Directors of IMS S.A. (“Company”) presents attached the texts of resolutions adopted on 06.06.2018 by the Annual General Meeting.

To supplement this information, the Company informs that resolution No.28 includes amendments to the Articles of Association, whereas resolution No.29 – the consolidated text of the Articles of Association. The Board provides the attached list of previous and amended provisions of the Articles of Associations.

At the same time, the Board of Directors of the Company informs that during the General Meeting no objections were made to the minutes of the meeting regarding adopted resolutions, no resolutions were voted and not adopted, and no item on the agenda was omitted from the examination.

Detailed legal basis:

Article 19 paragraph 1 point 6 and 7, 8, 9 of the Regulation on current and periodic information

The Board of Directors of IMS S.A. (“Issuer”, “Company”) informs that on 6 June 2018 the Supervisory Board of the Company with Resolutions No. 5 – 8 appointed as of 6 June 2018 the Board of Directors for another term of five years. The appointed members are:

– Michał Kornacki – President of the Board of Directors,

– Dariusz Lichacz – Vice President of the Board of Directors,

– Wojciech Grendziński – Vice President of the Board of Directors,

– Piotr Bielawski – Vice President of the Board of Directors.

None of the Members of the Board of Directors conducts any activities that are competitive to the business of IMS S.A., is a partner in a partnership competitive to the Company, participates in a competitive partnership as a partner, is a member of a body of a company or of any other legal person competitive to the business of IMS S.A. or is included in the Register of Insolvent Debtors as run under the Act on the National Court Register (KRS).

Information on qualifications, professional experience and positions held by the Members of the Board of Directors is available on Company’s website https://imssensory.com/en/investor-relations/management-board/

Detailed legal basis:

Article 5 paragraph 5 and paragraph 10 of the Regulations of the Minister of Finance on current and periodic information published by issuers of securities and conditions for recognition as equivalent the information required by laws of non-EU member states.