ESPI 3/2021 Legal finalisation of the judgement in the case for revocation of the resolutions of the Extraordinary General Meeting of 31 July 2018

Management Board of IMS S.A. (“the Company”), with reference to the report 46/2018 dated 07.09.2018 on bringing by a shareholder an action for revocation of resolutions no. 4 and no. 5 of the Extraordinary General Meeting of the Issuer dated 31.07.2018 and the report 33/2020 dated 10.11.2020 on dismissal of the above-mentioned action, announces that it has received information on the plaintiff’s failure to file an appeal against the judgement issued by the District Court in Warsaw, XVI Commercial Department  (ref: XVI GC 836/18), which is the same as the above-mentioned judgement becoming final.

 

Detailed legal basis:

  • 19, item 1 in connection with §10 of the Regulation of the Minister of Finance on current and periodic information to be published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.

ESPI 2/2021 Adoption by the Supervisory Board of the Company of the Incentive Programme IV for the years 2021 – 2023

Management Board of IMS S.A. (“Company”, “Issuer”) informs that on 23 January this year. The Supervisory Board adopted the Rules of the “Incentive Scheme IV for 2021 – 2023, for the members of the Management Board, managers, employees and associates of the companies of the IMS Capital Group” (“Regulations of Incentive Programme IV”; “Regulations IV”), based on managerial options. The aim of Incentive Scheme IV, addressed to the Members of the Management Board of IMS S.A. as well as to the managers, employees and co-operators of the companies in the IMS S.A. Capital Group, is to create an additional, strong motivating tool for the achievement of very ambitious goals through such actions as the acquisition of highly valuable entities, the generation of high sales from the current products and services, and the acquisition of new customers and new markets, which should have a significant effect on the share price of IMS S.A. The creation of significant incentives for the members of the Management Board, managers, employees and associates of the IMS Group to create solutions that improve the financial performance of the IMS Group and the strong association of the best personnel with the companies of the IMS Group, which becomes even more important in view of the SARS-CoV-2 coronavirus pandemic and its impact on the economic reality in Poland and worldwide, should lead to the implementation of ambitious plans to rebuild the revenues and profits of the IMS Group and, as a result, to an increase in the value of IMS S.A. shares.

The Incentive Programme IV provides for obtaining the right to acquire, by the persons participating in it, for a total of not more than 2,000,000 shares of a new series (which accounts for a maximum of 6.36% of the current share capital during 3 years of the Incentive Programme IV), on condition that these persons meet the criteria set forth in the Programme IV Regulations, at the issue price equal to the arithmetic mean of the closing prices of the shares of IMS S. A. on the Warsaw Stock Exchange in the period 01.04.2020-31.12.2020 taking into consideration 80% discount, i.e. the issue price of PLN 0.51 per share. The general criterion for the obtaining of the right to acquire shares for a given financial year in the period 2021 – 2023 (“acquisition period”) for all participating persons is to remain in a business relationship with one of the IMS Capital Group companies for at least three months in the given acquisition period and for the IMS Capital Group to achieve the EBITDA results specified in the Programme IV Regulations. The detailed criterion is the significant influence of the participating persons on the activity of the Group’s companies, the assessment of which is performed by the Supervisory Board, and in the case of persons who are not members of the Management Board, the Supervisory Board’s assessment will be preceded by a written motion of the Management Board justifying the selection of a given person. The right to acquire shares under Incentive Programme IV will be exercised in the form of subscription warrants issued by the Company. One warrant will entitle to acquire one share. Participants of Incentive Programme IV will be obliged not to sell acquired shares (lock – up) for 18 (eighteen) months from 31 July of the year following the given purchase period. At the same time, the Company’s Supervisory Board recommended to the Issuer’s Management Board that the Company’s General Meeting be convened in the first quarter of 2021, with the agenda including: 1) Adoption of the “Incentive Scheme for members of the Management Board, managers, employees and associates of the companies of the IMS Capital Group for 2021-2023” and approval of the “Rules of the Incentive Scheme for 2021-2023”; 2) Adoption of the issue of registered subscription warrants, with simultaneous deprivation of the pre-emptive rights of the existing Shareholders of the Company to the subscription warrants; 3) Conditional increase in the share capital of the Company through the issue of shares of a new series with simultaneous deprivation of the pre-emptive rights of the existing Shareholders of the Company to the shares and authorization of the Management Board to determine the uniform text of the Articles of Association of the Company taking into account the increase in the share capital in connection with the acquisition of the above 4) Amendments to the Company’s Articles of Association in relation to the conditional share capital increase; 5) Establishing the uniform text of the Company’s Articles of Association. The condition for the entry into force of Incentive Programme IV is the effective adoption of the above mentioned resolutions by the General Meeting of the Company.

At the same time, the Management Board of the Company announces that it will not recommend to the Supervisory Board the allocation of shares for 2020 under Incentive Programme III for the years 2018 – 2020. Thus, 500,500 shares out of the 1,500,000 available for the entire Programme III have been used.

ESPI 1/2021 Dates of publication of periodic reports in 2021

The Board of Directors of IMS S.A. (the “Company”, the “Issuer”) hereby announces the dates of publication of periodic reports in the financial year 2021:

  1. Consolidated quarterly reports:

– the quarterly report for Q1 2021 – 27.05.2021

– the quarterly report for Q3 2021 – 25.11.2021.

  1. The consolidated interim report for H1 2021 – 21.09.2021
  2. The annual report – separate – for 2020 – 28.04.2021
  3. The annual report – consolidated – for 2020 – 28.04.2021.

The Board of Directors of the Company informs that pursuant to Article 6 paragraphs 1 and 3 the consolidated quarterly reports and the consolidated interim report will include the quarterly financial information and the condensed interim financial statements respectively.

At the same time, the Board of Directors of the Company informs that pursuant to Article 79 paragraph 2 the Issuer will not publish quarterly reports for Q4 2020 and Q2 2021.

 

Detailed legal basis: Article 80 paragraph 1 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.