The Board of Directors of IMS S.A. (“Company”, “Issuer”) presents the text of the attached resolutions adopted on 31.07.2018 by the Extraordinary General Meeting of the Company (“EGM”).

To supplement this information, the Company informs that resolution No.5 includes amendments to the Articles of Association, whereas resolution No.6 – 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 the Company informs that during the session of the EGM objections were raised against adopted Resolutions No. 4, 5 and 6 and recorded in the minutes of the meeting. No resolutions were voted and not adopted and during the EGM no item on the agenda was omitted from the examination.

During the session of the EGM the Board of Directors of the Company submitted a self-amendment to the draft resolution No. 4 (and consequently to draft resolution No. 5 and No. 6), consisting in the amendment in the draft of the total amount of the target capital from PLN 320,000.00 (i.e. the number of shares which may be issued – 16,000,000) to PLN 100,000 (i.e. the number of shares which may be issued – 5,000,000) and the proviso that:

1. the sole objective of the share issued as part of the Board’s authorisation to increase the share capital as part of the target capital is to finance merger and acquisition transactions, also by issuing IMS shares as payment for stocks, shares or organised part of enterprise of the taken-over (acquired) entity,
2. the issue price of the issued shares as part of the execution of the Board’s authorisation mentioned above (series B bearer shares) is each time established by the Board of Directors with the consent of the Supervisory Board, whereas this price may not be lower than the arithmetic mean of closing prices of stock exchange trading sessions in the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange) in the period of three months preceding the conclusion of the preliminary or final investment agreement regarding the transaction specified in paragraph a) above.

Resolutions No. 4, 5 and 6 as amended were adopted by the EGM.

The objective of the Board of Directors of the Company, in line with the adopted and executed development strategy, is among other things growth by means of acquisitions. The Board is conducting talks with several entities interested in joining the IMS Capital Group. It is possible that if the talks are successful, transactions will be partly finalised by clearing them using Company’s shares. Apart from the terms and conditions specified in Resolution No. 4 the Board will aim at concluding M&A transactions while following the rules below:

1. financial parameters (e.g. the quotient of the transaction price and EBITDA or the quotient of the transaction price and the net profit) of the transactions are not lower than the financial parameters for IMS S.A.,
2. financial conditions of the transaction will include as far as possible the earn-out clause, providing the pay-out of a considerable portion of payment after previously specified date and after achieving financial objectives specified in the investment agreement,
3. the subject of the transactions will be entities from Issuer’s industry or complimentary to the business profile of the IMS Capital Group, whose inclusion in the composition of the group will lead to the increased efficiency of the conducted business activity, the improvement of the market position and competitive advantage.

Detailed legal basis:

• 19 paragraph 1 points 6-9 of the Regulations of the Minister of Finance of 29 March 2018 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.

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 23.07.2018 to 27.07.2018 the Company acquired, through IPOPEMA Securities S.A., 13,769 (thirteen thousand seven hundred and sixty-nine) own shares at the average unit price of PLN 3.37. The total acquisition price, including the cost of acquisition, amounted to PLN 46,584.23.

In line with information communicated by IPOPEMA Securities S.A.:

• on 23.07.2018, 2,680 IMS S.A. shares were acquired constituting 0.0080% share in the share capital of the Company and 0.0080% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.38;
• on 24.07.2018, 2,680 IMS S.A. shares were acquired constituting 0.0080% share in the share capital of the Company and 0.0080% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.38;
• on 25.07.2018, 2,695 IMS S.A. shares were acquired constituting 0.0080% share in the share capital of the Company and 0.0080% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.38;
• on 26.07.2018, 2,709 IMS S.A. shares were acquired constituting 0.0081% share in the share capital of the Company and 0.0081% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.35;
• on 27.07.2018, 3,005 IMS S.A. shares were acquired constituting 0.0090% share in the share capital of the Company and 0.0090% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.38.

The detailed list of transactions conducted in the period from 23.07.2018 to 27.07.2018 is included in the attachment to this report.

The nominal value of one share is PLN 0.02, and the total nominal value of shares acquired on the dates mentioned above was PLN 275.38. The acquired block of 13,769 shares constitutes 0.0411% of Company share capital and gives 13,769 votes constituting 0.0411 % votes in the General Shareholder Meeting of the Company.

At the same time, the Board of Directors of IMS S.A. in connection with the provisions of Resolution No.2 of the Board of Directors of IMS S.A. regarding the terms and conditions as well as the procedure to exercise Tranche 3 of the Company Own Shares Buy-back Programme communicated in current report No. 29/2018 of 29 June 2018 informs that on 27 July this year the purchase of own shares conducted as part of Tranche 3 of the Company Own Shares Buy-back Programme was completed (in line with the adopted schedule) and cleared pursuant to Resolution No.19 of the Annual General Meeting of Shareholders of IMS S.A. (“AGM”) of 25 May 2017 and Resolution No. 26 of the Annual General Meeting of the IMS S.A. (“AGM”) of 6 June 2018. Within this Tranche the Company acquired in total 74,898 shares of the total nominal value of PLN 1,497.96 constituting 0.22% of the share capital of the Issuer and giving right to 74,898 votes in the GM (0.22% of total votes). The average unit acquisition price was PLN 3.41 per share.

At present the Company holds in total 1,256,375 own shares, constituting 3.75% of Company share capital and giving 1,256,375 votes constituting 3.75% of votes in the General Shareholder Meeting of the Company.

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

In line with Resolution No.26 of the AGM of 6 June 2018, the Company may still use for the purpose of own share acquisition the amount of PLN 4,793 thousand by 31 December 2019 at the latest.

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 26 July 2018, acting pursuant to Resolution No. 19 of the Annual General Meeting (“AGM”) of 9 June 2016, Resolution No. 19 of the AGM of Shareholders of 25 May 2017 and Resolution No. 26 of the AGM of 6 June 2018, it sold the own shares in the number of 20,000 (representing 0.06% of the share capital and giving right to 20,000 votes representing 0.06% share in the Company’s total number of votes) acquired as part of earlier conducted own shares acquisition programmes. The purchaser of the shares is Aria spółka z ograniczoną odpowiedzialnością i Wspólnicy spółka komandytowa (limited partnership) with its registered office in Warsaw (“Aria”), an entity related to the member of the Supervisory Board of the Issuer, Mr Andrzej Chajec.

The sale price of one share of the Issuer was established at PLN 3.55 (the arithmetic mean of closing prices of 60 stock exchange trading sessions in the period from 25 April to 20 July 2018).  The value of all Issuer’s shares sold is PLN 71 thousand.

At the same time, the Board of the Company informs that today it acquired 14 shares (representing 6.8% of the share capital and giving right to 6.8% votes in the shareholders’ meeting) in Mood Factory Sp. z o.o.  (“Mood Factory”), a controlled by the Issuer and fast developing subsidiary in which the Issuer already holds 178 shares (representing 86.4% of the share capital and giving right to 86.4% of votes in the shareholders’ meeting).

The acquisition price of shares in Mood Factory was established at PLN 71 thousand. The Seller of Mood Factory shares is the Aria company. As a result of the conducted transaction the parties shall make a mutual deduction of the liability. After the transaction the Issuer shall hold 192 shares (representing 93.2% of the share capital and giving right to 93.2% of votes in the shareholders’ meeting) in Mood Factory Sp. z o.o.

Detailed legal basis:  Article 5 section 1 letter b) of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 16.07.2018 to 20.07.2018 the Company acquired, through IPOPEMA Securities S.A., 18,906 (eighteen thousand nine hundred and six) own shares at the average unit price of PLN 3.42. The total acquisition price, including the cost of acquisition, amounted to PLN 64,776.05.

In line with information communicated by IPOPEMA Securities S.A.:

• on 16.07.2018, 4,452 IMS S.A. shares were acquired constituting 0.0133% share in the share capital of the Company and 0.0133% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.42;
• on 17.07.2018, 4,340 IMS S.A. shares were acquired constituting 0.0130% share in the share capital of the Company and 0.0130% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.40;
• on 18.07.2018, 4,110 IMS S.A. shares were acquired constituting 0.0123% share in the share capital of the Company and 0.0123% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.43;
• on 19.07.2018, 3,514 IMS S.A. shares were acquired constituting 0.0105% share in the share capital of the Company and 0.0105% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.42;
• on 20.07.2018, 2,490 IMS S.A. shares were acquired constituting 0.0074% share in the share capital of the Company and 0.0074% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.42.

The detailed list of transactions conducted in the period from 16.07.2018 to 20.07.2018 is included in the attachment to this report.

The nominal value of one share is PLN 0.02, and the total nominal value of shares acquired on the dates mentioned above was PLN 378.12. The acquired block of 18,906 shares constitutes 0.0564% of Company share capital and gives 18,906 votes constituting 0.0564 % votes in the General Shareholder Meeting of the Company.

At present the Company holds in total 1,262,606 own shares, constituting 3.77% of Company share capital and giving 1,262,606 votes constituting 3.77% of votes in the General Shareholder Meeting of the Company.

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

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 09.07.2018 to 13.07.2018 the Company acquired, through IPOPEMA Securities S.A., 19,265 (nineteen thousand two hundred and sixty-five) own shares at the average unit price of PLN 3.40. The total acquisition price, including the cost of acquisition, amounted to PLN 65,821.67.

In line with information communicated by IPOPEMA Securities S.A.:

• on 09.07.2018,  2,807 IMS S.A. shares were acquired constituting 0.0084% share in the share capital of the Company and 0.0084% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.34;
• on 10.07.2018, 1,000 IMS S.A. shares were acquired constituting 0.0030% share in the share capital of the Company and 0.0030% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.40;
• on 11.07.2018, 5,470 IMS S.A. shares were acquired constituting 0.0163% share in the share capital of the Company and 0.0163% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.40;
• on 12.07.2018, 5,098 IMS S.A. shares were acquired constituting 0.0152% share in the share capital of the Company and 0.0152% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.41;
• on 13.07.2018, 4,890 IMS S.A. shares were acquired constituting 0.0146% share in the share capital of the Company and 0.0146% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.44.

The detailed list of transactions conducted in the period from 09.07.2018 to 13.07.2018 is included in the attachment to this report.

The nominal value of one share is PLN 0.02, and the total nominal value of shares acquired on the dates mentioned above was PLN 385.30. The acquired block of 19,265 shares constitutes 0.0575% of Company share capital and gives 19,265 votes constituting 0.0575 % votes in the General Shareholder Meeting of the Company.

At present the Company holds in total 1,243,700 own shares, constituting 3.71% of Company share capital and giving 1,243,700 votes constituting 3.71% of votes in the General Shareholder Meeting of the Company.

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. informs of the receipt on 10 July 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 Andrzej Chajec – regarding the disposal shares of IMS S.A.

The notification constitutes an attachment to this report.

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 02.07.2018 to 06.07.2018 the Company acquired, through IPOPEMA Securities S.A., 22,958 (twenty-two thousand nine hundred and fifty-eight) own shares at the average unit price of PLN 3.43. The total acquisition price, including the cost of acquisition, amounted to PLN 78,961.24.

In line with information communicated by IPOPEMA Securities S.A.:

• on 02.07.2018, 3,850 IMS S.A. shares were acquired constituting 0.0115% share in the share capital of the Company and 0.0115% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.46;
• on 03.07.2018, 5,390 IMS S.A. shares were acquired constituting 0.0161% share in the share capital of the Company and 0.0161% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.50;
• on 04.07.2018, 6,263 IMS S.A. shares were acquired constituting 0.0187% share in the share capital of the Company and 0.0187% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.46;
• on 05.07.2018, 6,009 IMS S.A. shares were acquired constituting 0.0179% share in the share capital of the Company and 0.0179% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.37;
• on 06.07.2018, 1,446 IMS S.A. shares were acquired constituting 0.0043% share in the share capital of the Company and 0.0043% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.35.

The detailed list of transactions conducted in the period from 02.07.2018 to 06.07.2018 is included in the attachment to this report.

The nominal value of one share is PLN 0.02, and the total nominal value of shares acquired on the dates mentioned above was PLN 459.16. The acquired block of 22,958 shares constitutes 0.0685% of Company share capital and gives 22,958 votes constituting 0.0685 % votes in the General Shareholder Meeting of the Company.

At present the Company holds in total 1,224,435 own shares, constituting 3.66% of Company share capital and giving 1,224,435 votes constituting 3.66% of votes in the General Shareholder Meeting of the Company.

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. informs of the receipt on 5 July 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 Andrzej Chajec – regarding the disposal shares of IMS S.A.

The notification constitutes an attachment to this report.

IMS Spółka Akcyjna (joint-stock company) with its registered office in Warsaw at ul. Puławska 366 (02-819 Warsaw) entered into the register of entrepreneurs kept by the District Court for the capital city of Warsaw in Warsaw, 13th Economic Division of the National Court Register under KRS no. 278240 (“Company”) acting pursuant to Article 388  § 1 of the Commercial Companies Code and § 10 paragraph 3 (sentence one) of the Articles of Association of the Company convenes for 31 July 2018 an Extraordinary General Shareholder Meeting of IMS S.A. which will be held in the registered office of the company at ul.  Puławska 366 at 12.00.

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

• Opening of the Extraordinary General Meeting of the Company,
• Election of the Chairman of the Extraordinary General Meeting of the Company,
• Preparation of the attendance list and confirmation of the proper convocation of the Extraordinary General Meeting and its ability to adopt resolutions,
• Election of the Tellers Committee,
• Adoption of the agenda of the Extraordinary General Meeting of the Company,
• Adoption of a resolution regarding the extension of the scope of authorisation of the Board of Directors to increase the share capital of the Company,
• Adoption of a resolution on amendments to the Articles of Association of the Company,
• Adoption of a resolution regarding determination and approval of the consolidated text of the Articles of Association of the Company,
• Any other business,
• Closing of the Extraordinary General Shareholder Meeting of the Company.

The Board of Directors of IMS S.A. informs of the receipt on 2 July 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 Andrzej Chajec – regarding the disposal shares of IMS S.A.

The notification constitutes an attachment to this report.