Management Board of IMS S.A. (‘the Company’) announces that on 30 October 2024 the Company received a notification in accordance with Article 69 section 1 item 1) of the ‘Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies’ dated 29 July 2005 from FRAM Fundacja Rodzinna regarding the acquisition of shares in the Company and exceeding 5% of the total number of votes in the Company.

At the same time, on the same day, the Company received a notification, pursuant to Art. 69, section 1, item 1) of the ‘Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies’ of July 29, 2005, from Mr. Rafał Mania, who is the parent company of FRAM Fundacja Rodzinna, on the acquisition of shares in the Company and exceeding 5% of the total number of votes in the Company (in connection with the indirect acquisition of the Company’s shares by Mr. Mania).

 

 

The notifications constitute attachments to this report.

Management Board of IMS S.A. (‘Company’, ‘Issuer’) announces that in the evening hours of 29 October 2024 the Company received from NOVO Fundusz Inwestycyjny Otwarty w likwidacji (‘NOVO’) a notification, pursuant to art. 69.1.2) of the ‘Act on Public Offerings, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies’ of 29 July 2005, of a change in the previously held share in the total number of votes in IMS S.A., consisting in the disposal of shares held in the Company and a drop to 0% of the total number of votes in the Company.

 

The notification is attached to this report.

 

At the same time, the Issuer notes that prior to the opening of the liquidation, NOVO was managed by OPERA Towarzystwo Funduszy Inwestycyjnych (the ‘Society’), with the depositary, ING Bank Śląski S.A., acting as liquidator.

 

The information available on the websites of the Financial Supervision Commission and the Society (links below):

 

• https://www.knf.gov.pl/podmioty/Podmioty_rynku_kapitalowego/Fundusze_Inwestycyjne/TFI_i_FI#28
• https://www.opera.pl/

 

shows that, in addition to NOVO, several other funds of the Society have also been liquidated. The Issuer will endeavour to ascertain the ownership of the Issuer’s shares by the aforementioned Society funds in the near future.

The Management Board of IMS SPÓŁKA AKCYJNA, with its registered office in Warsaw (registered office 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 in Warsaw, XIII Commercial Division of the National Court Register under KRS number 0000278240, REGON 016452416, NIP 5252201663, with the share capital of PLN 701,881.72, fully paid-up (hereinafter: ‘the Company’), acting pursuant to art. 399 § 1 and 4021 § 1 and 2 of the Commercial Companies Code in connection with § 10 point 3 (first sentence) of the Company’s Articles of Association, convenes the Extraordinary General Meeting of the Company for 20 November 2024, to be held at the registered office of the Company, in Warsaw, at ul. Puławska 366, at 12:00.

The content of the announcement, draft resolutions and documents being the subject of the Extraordinary General Meeting are attached hereto.

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 Chairperson of the Extraordinary General Meeting of the Company,
• Preparation of the attendance list and confirmation of the correctness of convening the Extraordinary General Meeting of the Company and its capacity to adopt resolutions,
• Election of the Scrutiny Committee,
• Adoption of the agenda of the Extraordinary General Meeting of the Company,
• Adoption of a resolution on creation of the Company’s reserve capital for the purpose of payment of an advance on distribution of the Company’s net profit for the financial year 2024 and authorisation of the Company’s Management Board to dispose of the reserve capital for the purpose of payment of a dividend advance,
• Adoption of a resolution on changing the remuneration of members of the Supervisory Board of the Company,
• Adoption of a resolution on changing the remuneration of members of the Audit Committee of the Company,
• Adoption of a resolution on the adoption of the remuneration policy for members of the Management Board and members of the Supervisory Board of the Company,
• Free motions,
• Closing the Extraordinary General Meeting of the Company.

With reference to current report no. 36/2024, the Management Board of IMS S.A. (the ‘Company’) informs that on 23 October this year. The Company’s Supervisory Board approved the conditional payment of an advance dividend for 2024 in the amount of 16 gr per share (‘Advance’). Thus, one of the conditions for payment of the Advance indicated in current report no. 36/2024 has been fulfilled.

35,094,086 shares of the Company will be covered by the Advance.

The date as at which the persons entitled to the Advance are determined is set as 3 December 2024, while the date of payment of the Advance is set as 6 December 2024.

The amount of the Advance was determined in accordance with the disposition of Article 349 § 2 of the Code of Commercial Companies. The Dividend Advance Payment to Shareholders will amount to PLN 5,615,053.76, consisting of: (i) half of the net profit shown in the Company’s interim financial statements for the first half of 2024, i.e. the amount of PLN 3,314,808.79, and (ii) the amount of PLN 2,300,244.97 coming from the reserve capital created from the Company’s profit from previous years or from the transfer to the reserve capital of a part of the reserve capital to the extent coming from the Company’s profit from previous years.

The aforementioned payment of the Advance is in accordance with the dividend policy pursued in the IMS Group described in detail in ESPI report 8/2024 of 21.03.2024.

The condition for the payment of the Advance that remains to be fulfilled is the adoption by the General Meeting of the Company of a resolution to create a reserve capital of the Company with the allocation of an amount of at least 2. PLN 300,244.97 for the payment of the Advance and authorising the Management Board to dispose of the aforementioned amount for the payment of the Advance – the Extraordinary General Meeting of the Company including in its agenda the adoption of the aforementioned resolution will be convened in the coming days.

The Management Board of IMS S.A. (the ‘Company’) announces that, acting pursuant to Article 349 § 1 of the Commercial Companies Code in conjunction with the disposition of § 22 point 3 of the Company’s Articles of Association, in view of the approval by the Ordinary General Meeting of the Company’s financial statements for the financial year 2023 showing a net profit, and in view of the auditor’s audit of the Company’s interim financial statements for the first half of 2024, which also showed a net profit for the Company, on 23 October 2024 adopted a resolution on the payment of an advance in the amount of PLN 0.16 (sixteen cents) towards the dividend for the financial year 2024, for each of 35,094,086 shares in the Company (‘Dividend Advance’).

For the payment of the Dividend Advance, the Management Board allocates the amount of PLN 5,615,053.76 (five million six hundred and fifteen thousand fifty-three zlotys and seventy-six cents), consisting of: (i) half of the net profit shown in the Company’s interim financial statements for the first half of 2024, i.e. the amount of PLN 3,314,808.79, and (ii) the amount of PLN 2,300,244.97 coming from the reserve capital created from the Company’s profit from previous years or from the transfer to the reserve capital of a part of the reserve capital to the extent coming from the Company’s profit from previous years.

The Management Board of the Company indicated the date of 3 December 2024 as the date as of which the entitled to the Dividend Advance is determined, while the date of payment of the Dividend Advance was set as 6 December 2024.

The aforementioned payment of the Dividend Advance is in line with the dividend policy pursued in the IMS Group described in detail in ESPI report 8/2024 dated 21.03.2024.

The conditions for the payment of the Dividend Advance are:

– adoption by the General Meeting of the Company of a resolution to create a reserve capital of the Company with an allocation of at least PLN 2,300,244.97 for the payment of the Dividend Advance and authorization of the Management Board to dispose of the aforementioned amount for the payment of the Dividend Advance – the Extraordinary General Meeting of the Company including in its agenda the adoption of the aforementioned resolution will be convened in the coming days,

– granting by the Supervisory Board of the Company of the consent referred to in Article 349 § 1 of the Code of Commercial Companies in connection with § 16.2.6 of the Articles of Association of the Company.

Management Board of IMS S.A. (“Company”, “Issuer”) announces that on 11 October 2024 it received information that on 8 October 2024 the District Court for the Capital City of Warsaw, in Warsaw, 13th Commercial Division of the National Court Register, issued series D shares in the Company and increased its share capital as part of the registered conditional increase in the Company’s share capital.

The amount of the Company’s share capital after the Court’s registration of the increase is currently PLN 701,881.72 (seven hundred and one thousand eight hundred and eighty-one zlotys and 72/100).

The share capital is divided into 35,094,086 (thirty-five million ninety-four thousand and eighty-six) bearer shares, including:

-30,598,586 (thirty million five hundred ninety-eight thousand five hundred eighty-six) series A bearer shares,

– 500,500 (five hundred thousand five hundred) series C bearer shares,

– 3,995,000 (three million nine hundred ninety-five thousand) series D bearer shares 

with a nominal value of PLN 0.02 (two groszy) each.

The total number of votes at the Company’s General Meeting as a result of the share capital increase is now 35.094.086.

The aforementioned capital increase took place as a result of eligible persons taking up 1,200,000 series D bearer shares, which the Company announced in current report No. 24/2024.

Detailed basis: paragraph 6 item 2 of RMF Regulation on current and periodic information