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 701 881.72, 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 18 June 2025 the Ordinary General Meeting of the Company to be held at the Company’s registered office in Warsaw at ul. Puławska 366, for 11:00.

 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 2024, including the independent auditor’s report on the audit of the Company’s financial statements for 2024,
• Review of the Management Board’s report on the Company’s activities for 2024,
• Review of the consolidated financial statements of the Company’s Capital Group for 2024, including the independent auditor’s report on the audit of the consolidated financial statements of the Company’s Capital Group for 2024,
• Examination of the report on activities of the Company’s Capital Group for 2024,
• 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 2024, the consolidated financial statements of the Company’s Capital Group and the report on the activities of the Company’s Capital Group for 2024 and the proposal of the Management Board on the distribution of the Company’s net profit for 2024 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 2024,
• Consideration of the 2024 Directors’ and Officers’ Compensation Report, including the auditor’s evaluation,
• Adopting a resolution on the approval of the Company’s financial statements for 2024,
• Adoption of a resolution on the approval of the Management Board’s report on the Company’s activities for 2024,
• Adoption of a resolution on the approval of the consolidated financial statements of the Company’s Capital Group for 2024,
• Adoption of a resolution on the approval of the report on the activities of the Company’s Capital Group for 2024,
• Adoption of a resolution on the distribution of the Company’s net profit for 2024 and authorising the Management Board to acquire the Company’s equity shares for redemption,
• Adoption of a resolution on the approval of the appointment of a member of the Company’s Supervisory Board,
• Adoption of resolutions on granting discharge to members of the Supervisory Board of the Company for the performance of their duties in 2024,
• Adopting resolutions on granting discharge to members of the Company’s Management Board for the performance of their duties in 2024,
• Adoption of a resolution on amending the Company’s Articles of Association,
• Adoption of a resolution on establishing and adopting the uniform text of the Articles of Association of the Company,
• 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 2024 and to give an opinion on the report on remuneration of the members of the Management Board and Supervisory Board for 2024,
• Free queries and requests,
• Closing of the Ordinary General Meeting of the Company.

With reference to the current report no 6/2025, the Management Board of IMS S.A. (“The Company”) hereby informs that on 22 May 2024 The Supervisory Board of the Company adopted a resolution approving the Management Board’s recommendation to the General Meeting to distribute the profit for 2024 (including retained earnings from previous years) in the total amount of PLN 10.6 million.

The payment to Shareholders for 2024 is to be made in two ways:

1. Buyback of own shares in the form of dividends with the following parameters:

– buyback price of PLN 8 per share;

– buyback value of PLN 5 million;

– buyback volume of 625,000 shares;

– form of buyback – invitation to all Shareholders to submit offers to sell their shares;

– buyback date – by the end of July 2025.

The repurchased shares will be cancelled.

2. Payment of a dividend for 2024 in the amount of PLN 5.6 million, i.e. PLN 0.16 per share. In December 2024, the Company paid an advance dividend for 2024 in the amount of PLN 5.6 million (5,615,053.76 zł), i.e. PLN 0.16 per share, which exhausts the requested dividend amount from the 2024 profit. The dividend covered 35.094.086 shares of the Company.

 

The final decision on the distribution of profit for the financial year 2024 will be made by the Ordinary General Meeting of IMS S.A., which will be held in June this year.

Management Board of IMS S.A. (‘Company’, ‘Issuer’) announces that it has decided to recommend to the Supervisory Board and the General Meeting of Shareholders the distribution of profits for the year 2024 (including retained earnings from previous years) in the total amount of PLN 10.6 million. This is the highest amount in the Issuer’s history, PLN 1.1 million higher than the payment made to Shareholders for 2023.  The Management Board recommends that the payment for 2024 be made in two ways:

1. Buyback of own shares in the form of dividends with the following parameters:

– buyback price of PLN 8 per share; 

– buyback value of PLN 5 million; 

– buyback volume of 625,000 shares;

– form of buyback – invitation to all Shareholders to submit offers to sell their shares;

 – buyback date – by the end of July 2025.

The repurchased shares will be cancelled.

2. Payment of a dividend for 2024 in the amount of PLN 5.6 million, i.e. PLN 0.16 per share. In December 2024, the Company paid an advance dividend for 2024 in the amount of PLN 5.6 million, i.e. PLN 0.16 per share, which exhausts the requested dividend amount from the 2024 profit.

Pursuant to Article 382 §3 of the Commercial Companies Code, this recommendation will be submitted to the Company’s Supervisory Board for review. The final decision on the distribution of profit for the financial year 2024, including the authorisation of the Issuer’s Management Board to determine the details of the share buyback and to conclude an agreement with a licensed brokerage house for its implementation, will be made by the Ordinary General Meeting of IMS S.A., which will be convened by the Issuer’s Management Board in the coming days, with a date set for June of this year.