ESPI 06/2022 Convening the Ordinary General Meeting of IMS S.A. for 09 June 2022

The Management Board of IMS SPÓŁKA AKCYJNA with its registered office in Warsaw (address: ul. Puławska 366, 02-819 Warsaw), entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw, Poland, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under the number KRS 0000278240, REGON 016452416, NIP 5252201663, with the share capital of PLN 621 481.72, paid in full (hereinafter referred to as: The “Company”), acting pursuant to Article 399 § 1 of the Commercial Companies Code in connection with § 10.3 (first sentence) of the Company’s Articles of Association, convenes for 09 June 2022 the Ordinary General Meeting of the Company to be held at the Company’s registered office in Warsaw at ul. Puławska 366, for 13:00.

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

  •  Opening of the Ordinary General Meeting of the Company,
  • Election of the Chairperson of the Ordinary General Meeting of the Company,
  • Drawing up the attendance list and stating the correctness of convening the Ordinary General Meeting of the Company and its ability to adopt resolutions,
  • Election of the Vote Counting Committee,
  • Adoption of the agenda of the Ordinary General Meeting of the Company,
  • Review of the Company’s financial statements for 2021, including the independent auditor’s report on the audit of the Company’s financial statements for 2021,
  • Review of the Management Board’s report on the Company’s activities for 2021,
  • Review of the consolidated financial statements of the Company’s Capital Group for 2021, including the independent auditor’s report on the audit of the consolidated financial statements of the Company’s Capital Group for 2021,
  • Examination of the report on activities of the Company’s Capital Group for 2021,
  • Examination of the report of the Company’s Supervisory Board on the results of the evaluation of the Company’s financial statements and the report of the Management Board on the Company’s activities for 2021, the consolidated financial statements of the Company’s Capital Group and the report on the activities of the Company’s Capital Group for 2021 and the proposal of the Management Board on the distribution of the Company’s net profit for 2021 and the proposal of the Company’s Supervisory Board on granting a vote of acceptance to members of the Company’s Management Board for the discharge of their duties in 2021,
  • Consideration of the 2021 Directors’ and Officers’ Compensation Report, including the auditor’s evaluation,
  • Adopting a resolution on the approval of the Company’s financial statements for 2021,
  • Adoption of a resolution on the approval of the Management Board’s report on the Company’s activities for 2021,
  • Adoption of a resolution on the approval of the consolidated financial statements of the Company’s Capital Group for 2021,
  • Adoption of a resolution on the approval of the report on the activities of the Company’s Capital Group for 2021,
  • Adoption of a resolution on the distribution of the Company’s net profit for 2021,
  • Adoption of resolutions on granting discharge to members of the Supervisory Board of the Company for the performance of their duties in 2021,
  • Adopting resolutions on granting discharge to members of the Company’s Management Board for the performance of their duties in 2021,
  • Adoption of a resolution on changing the terms of remuneration of the Company’s Supervisory Board members,
  • Adoption of a resolution on changing the terms of remuneration of the members of the Company’s Audit Committee,
  • Adoption of a resolution on giving an opinion on the selection of an auditor to evaluate the report on remuneration of the members of the Management Board and Supervisory Board for 2021 and to give an opinion on the report on remuneration of the members of the Management Board and Supervisory Board for 2021,
  • Adoption of a resolution on the amendment of the Incentive Scheme for the members of the Management Board, managers, employees and co-operators of the companies of the IMS Capital Group for the years 2021-2023 and approval of the Incentive Scheme Regulations IV,
  • Adoption of a resolution regarding extended issue of registered series D subscription warrants, with the simultaneous exclusion of the pre-emptive rights of the Company’s existing Shareholders to series D subscription warrants,
  • Adoption of a resolution on an extension of the scope conditional increase in the share capital of the Company through the issue of further series D shares, with simultaneous exclusion of the pre-emptive rights of the existing shareholders of the Company, and on the authorisation of the Company’s 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 series D shares,
  • Adoption of a resolution on amending the Company’s Articles of Association,
  • Adoption of a resolution on the adoption of the consolidated text of the Company’s Articles of Association.
  • Free queries and requests,
  • Closing of the Ordinary General Meeting of the Company.

ESPI 05/2022 Recommendation of the Management Board of IMS S.A. concerning payment of dividend for 2021

Management Board of IMS S.A. (“Company”, “Issuer”), informs that it will recommend to the Supervisory Board and the Ordinary General Assembly (“AGM”) of the Company the payment of dividend for 2021 in the amount of 18 gr/share. The above mentioned recommendation means that the amount of PLN 5.597.835,48 will be allocated for payment to the Shareholders. The dividend rate, based on the closing price of 11/05/2022, is 6.95%. The dividend will cover 31,099,086 shares. The aforementioned recommendation is in line with the dividend policy pursued by the IMS Group, which provides that at least 60% of the consolidated net profit attributable to the parent company is distributed to shareholders on an annual basis. If the recommended dividend is approved by the AGM, it will be the tenth year in a row, when the Company shares the profit with the Shareholders.

ESPI 04/2022 Adoption by the Company’s Supervisory Board of amendments to the Incentive Programme IV for the years 2021 – 2023

The Management Board of IMS Spółka Akcyjna with its seat in Warsaw (“Company”, “Issuer”) announces that today the Supervisory Board of the Company adopted a resolution on the adoption and approval of amendments to the Incentive Scheme for the members of the Management Board, managers, employees and co-operators of the companies of the IMS Capital Group for the years 2021-2023 and to the Rules of the Incentive Scheme IV. The Supervisory Board of IMS S.A., taking into consideration the very positive results brought about by the functioning of the Incentive Program IV (“PM IV”) in the IMS Capital Group (both IMS S.A. and the IMS Capital Group recorded a significant increase in results in 2021, the number of subscription locations, which is crucial from the point of view of the Group’s activity, rose to a record level), accepted and approved the increase in the total, maximum pool of shares in the Incentive Program IV from 2 million shares to 4 million shares. Taking into account the subscription warrants granted to eligible persons for the achievement of the 2021 targets (1.2 million shares), a maximum of 2.8 million shares will remain available for distribution in 2022 – 2023.

The Supervisory Board also amended §4(2) of the PM IV Regulations – the parameter allowing for the distribution of shares at the Supervisory Board’s discretion in the event that the Board deviates from the general criterion for granting share options described in §4(1) of the PM IV Regulations was increased from a maximum of 15% to a maximum of 25% of the total pool of PM IV shares.

The Supervisory Board of the Company recommended to the Management Board of the Issuer to include resolutions regarding changes to the Incentive Scheme IV and the PM IV Regulations in the agenda of the next General Meeting of the Company.

ESPI 03/2022 Allocation of subscription warrants entitling to acquire shares of the Company as part of the implementation of the Incentive Programme IV for the years 2021 – 2023

The Management Board of IMS Spółka Akcyjna with its seat in Warsaw (the “Company”) informs that the Supervisory Board of the Company, by its resolution adopted today, in the framework of realization of the Incentive Scheme for 2021-2023 (hereinafter: “PM IV”), adopted by the Supervisory Board of the Company on 23 January 2021 and approved by the Extraordinary General Meeting of the Company on 2 March 2021, has granted a total of 1,200,000 (one million two hundred thousand) subscription warrants entitling to subscribe for the same number of ordinary bearer shares.


 The warrants are taken up free of charge.

Incentive Scheme IV is addressed to the members of the Management Board of IMS S.A. and to the managers, employees and associates of the companies in the IMS Capital Group.

As part of this allocation (for achieving the goals in 2021), subscription warrants were granted to three Members of the Management Board of IMS S.A., three members of the Management Boards of subsidiaries belonging to the IMS Capital Group and forty-eight employees and associates of the IMS Capital Group. The Management Board Members of IMS S.A. jointly received 600,000 subscription warrants and the employees and associates of the IMS Group also received 600,000 subscription warrants. The right to subscribe for shares in the new series may be exercised no later than by 31 July 2022. The shares will be taken up by the entitled person after presenting the required documents and paying the issue price of PLN 0.51 per share (the issue price is equal to the arithmetic mean of the closing prices of IMS S.A. shares on the Warsaw Stock Exchange

Warsaw Stock Exchange in the period 01.04.2020-31.12.2020 taking into account an 80% discount). A person acquiring the shares of IMS S.A. as part of the Incentive Programme IV will be under an absolute obligation not to sell the acquired shares (lock-up) for 18 months from the date of acquiring the shares.

                   The aim of Incentive Programme IV is to create an additional, strong motivating tool to achieve very ambitious goals through such actions as the acquisition of highly valuable entities, generating high sales from the current products and services and acquiring new customers and new markets, which should have a significant effect on the price of IMS S.A. shares. The creation in the Company 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 results of the IMS Group, as well as the strong association of the best personnel with the companies of the IMS Group, should lead to the implementation of ambitious plans to rebuild the revenues and profits of the IMS Group after the coronavirus pandemic and, as a result, to an increase in the value of IMS S.A. shares.

The content of the Rules and Regulations of the Incentive Programme IV for 2021 – 2023 is published on the Company’s website (www.imssensory.com) in the ESPI report 9/2021 of 02.03.2021 (attachment to Resolution No. 7 of the Extraordinary General Meeting of 02.03.2021).

The cost of the share options granted, in accordance with IFRS 2, was recognised in the consolidated annual report for 2021.