In connection with report No. 18/2018 of 5 June this year and fulfilling provisions of point 8 of the Invitation to submit Offers to Dispose of the Shares of IMS S.A., the Board of Directors of IMS S.A. informs that the reduction rate in the 2nd tranche of the buy-back of own shares is 15.51%.

The Board of Directors of IMS S.A. informs of the receipt on 14 June 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 Jarosław Dominiak – regarding the disposal and acquisition shares of IMS S.A.

The notification constitutes an attachment to this report.

The Board of Directors of IMS S.A. (“Company”) submits the list of shareholders holding at least 5% of votes in the Ordinary General Shareholder Meeting of the Company which took place on 06.06.2018, specifying the number of votes attributed to each of them on account of held shares and indicating their percentage share in the number of votes in this General Shareholder Meeting as well as in the total number of votes.

1) Michał Kornacki – number of held shares: 5,300,000, number of votes attached to the held shares: 5,300,000, which gave right to 40.81% votes in the Ordinary General Shareholder Meeting and constitutes 15.82% of the total votes;

2) CACHEMAN LIMITED – number of held shares: 2.980.000, number of votes attached to the held shares: 2.980.000, which gave right to 22.94% votes in the Ordinary General Shareholder Meeting and constitutes 8.90% of the total votes;

3) Paweł Przetacznik – number of held shares: 2.630.019, number of votes attached to the held shares: 2.630.019, which gave right to 20.25% votes in the Ordinary General Shareholder Meeting and constitutes 7.85% of the total votes.

4) Przemysław Świderski – number of held shares: 1.298.000, number of votes attributed to held shares: 1.298.000, which gave right to 9.99% votes in the Ordinary General Shareholder Meeting and constitutes 3.87% of the total votes;

The Board of Directors of IMS S.A. (“Company”) presents attached the texts of resolutions adopted on 06.06.2018 by the Annual General Meeting.

To supplement this information, the Company informs that resolution No.28 includes amendments to the Articles of Association, whereas resolution No.29 – 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 Directors of the Company informs that during the General Meeting no objections were made to the minutes of the meeting regarding adopted resolutions, no resolutions were voted and not adopted, and no item on the agenda was omitted from the examination.

Detailed legal basis:

Article 19 paragraph 1 point 6 and 7, 8, 9 of the Regulation on current and periodic information

The Board of Directors of IMS S.A. (“Issuer”, “Company”) informs that on 6 June 2018 the Supervisory Board of the Company with Resolutions No. 5 – 8 appointed as of 6 June 2018 the Board of Directors for another term of five years. The appointed members are:

– Michał Kornacki – President of the Board of Directors,

– Dariusz Lichacz – Vice President of the Board of Directors,

– Wojciech Grendziński – Vice President of the Board of Directors,

– Piotr Bielawski – Vice President of the Board of Directors.

None of the Members of the Board of Directors conducts any activities that are competitive to the business of IMS S.A., is a partner in a partnership competitive to the Company, participates in a competitive partnership as a partner, is a member of a body of a company or of any other legal person competitive to the business of IMS S.A. or is included in the Register of Insolvent Debtors as run under the Act on the National Court Register (KRS).

Information on qualifications, professional experience and positions held by the Members of the Board of Directors is available on Company’s website https://imssensory.com/en/investor-relations/management-board/

Detailed legal basis:

Article 5 paragraph 5 and paragraph 10 of the Regulations of the Minister of Finance 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 S.A. (“Issuer”, “Company”) informs that on 6 June 2018 the Ordinary General Shareholder Meeting of the Company with Resolutions No. 19 – 23 appointed as of 6 June 2018 the Supervisory Board for another term of five years. The appointed members are:

– Wiesław J. Rozłucki – selected by the Supervisory Board to be the Chairman of the Supervisory Board,

– Jarosław P. Parczewski – selected by the Supervisory Board to be the Vice Chairman of the Supervisory Board,

– Artur G. Czeszejko-Sochacki – selected by the Supervisory Board to be the Secretary to the Supervisory Board,

– Jarosław P. Dominiak – Member of the Supervisory Board,

– Andrzej Chajec – Member of the Supervisory Board.

The above mentioned persons were members of the Supervisory Board of IMS S.A. in the previous term.

None of the Members of the Supervisory Board conducts any activities that are competitive to the business of IMS S.A., is a partner in a partnership competitive to the Company, participates in a competitive partnership as a partner, is a member of a body of a company or of any other legal person competitive to the business of IMS S.A. or is included in the Register of Insolvent Debtors as run under the Act on the National Court Register (KRS).

Information on qualifications, professional experience and positions held by the Members of the Supervisory Board is available on Company’s website https://imssensory.com/en/investor-relations/supervisory-board/

Members of the Supervisory Board:

– Jarosław P. Parczewski,

– Andrzej Chajec

meet the criteria of independence defined in Annex II to the European Commission Recommendation 2005/162/EC of 15 February 2005 which “Best Practice for GPW Listed Companies 2016” refers to.

Detailed legal basis:

Article 5 paragraph 5 and  paragraph 10 of the Regulations of the Minister of Finance 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 S.A. informs that on 6 June 2018 the Ordinary General Shareholder Meeting of IMS S.A. adopted the resolution regarding the payment of dividend for year 2017 in the amount of PLN 0.24 per share, i.e. PLN 7,905,221.28. The dividend will cover 32,938,422 shares (561,477 Company’s own shares do not participate in the dividend).

The Ordinary General Shareholder Meeting set the dividend record date at 13 June 2018, the dividend payment date is 27 June 2018.

The amount of dividend is PLN 0.04 per share higher than the original recommendation of the Board of Directors and the Supervisory Board of the Company.
In terms of value and as per share, it is the highest dividend in the Company’s history.

Detailed legal basis:

Article 19 paragraph 2 of the Regulations of the Minister of Finance 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.

In connection with current report No 17/2018 of 4 June 2018 and with regard to Resolution No. 19 of the OGSM of the Issuer of 25 May 2017, the Board of Directors of IMS S.A.  (“Company”, “Issuer”) informs that today the Supervisory Board of the Company issued a positive opinion on the price (consideration) and the number of acquired shares under the 2nd Tranche of the Buy-back Programme.

Due to the afore, today the Board of Directors of the Company set the price (consideration) under the 2nd Tranche of the Buy-back Programme at PLN 3.70 (say: three zloty 70/100) per share and the number of acquired shares at 640,000 (say: six hundred forty thousand).

The Board of Directors of IMS S.A. submits the following attachments:

– the Invitation to submit bids to dispose of shares together with an up-to-date schedule of execution of the 2nd Tranche of the Own Share Buy-back,

– a model form for an offer to dispose of shares,

– a model agreement to dispose of shares.

Shareholders who will decide to resell the shares to the Company under 2nd Tranche of the Own Share Buy-back Programme will be entitled to the dividend for 2017 (as the dividend record date recommended by the Board of Directors and the Supervisory Board falls before the date of planned sale transactions under the 2nd Tranche of the Own Share Buy-back), as long as the Ordinary General Shareholder Meeting adopts a resolution regarding payment of dividend and does not change the dividend record date proposed in the Board of Directors’ recommendation for a later date than the date of planned transactions of share disposal for the benefit of the Company under the 2nd Tranche of the Own Share Buy-back Programme (which will take place on 19-20 June this year).

In connection with Resolution No. 19 of the Ordinary General Shareholder Meeting of IMS S.A. of 25 May 2017 and Resolution No. 1 of the Board of Directors of the Company of 13 February 2018, the Board of Directors of the Company submits the following schedule for the 2nd Tranche of the Own Share Buy-back Programme. Under the 2nd Tranche, the acquisition of own shares will take place by concluding transactions outside the organised trade as a result of presenting to shareholders an Invitation to submit Bids to Dispose of Shares.

At the same time, the Board informs that on 4 June this year it adopted a resolution regarding the price (consideration) proposal and the number of shares acquired under 2nd Tranche of the Buy-back Programme. The proposed number of shares which would be the subject matter of the Company’s acquisition is 640,000 (say: six hundred forty thousand) and the proposed price (consideration) is PLN 3.70 (say: three zloty 70/100) per share.  The shares which would be the subject matter of the acquisition under the 2nd Tranche of the Buy-back give right to 640,000 votes, constitute 1.91% of the share capital of the Company and give right to 1.91% of all votes in the General Meeting. The above mentioned proposal, in line with Resolution No. 19 of OGSM of 25 May 2017 will receive an opinion from the Supervisory Board of the Company.

The Board of Directors of IMS S.A. wants to emphasise the fact that Shareholders who will decide to resell the shares to the Company under 2nd Tranche of the Own Share Buy-back Programme will be entitled to the dividend for 2017 (as the dividend record date recommended by the Board of Directors and the Supervisory Board  falls before the date of planned sale transactions under the 2nd Tranche of the Own Share Buy-back), as long as the Ordinary General Shareholder Meeting adopts a resolution regarding payment of dividend and does not change the dividend record date proposed in the Board of Directors’ recommendation for a later date than the date of planned transactions of share disposal for the benefit of the Company under the 2nd Tranche of the Own Share Buy-back Programme (which will take place on 19-20 June this year).

The Board of Directors of IMS S.A. (“Company”, “Issuer”) submits the attached projected financial results of the IMS Capital Group for the financial year 2018.

The presented projections are in line with the mid-term objectives for years 2017-2019 adopted by the Board of Directors of the Company on 23 May 2016 and communicated by the Company to the public with current report ESPI 27/2016.

At the same time, the Issuer informs that he will adjust the projections if any of the projected parameters differs from the generated results by at least +/- 10%. The upward or downward adjustment of the pace of acquisition of new subscription locations and net profitability presented in ESPI 27/2016 report will occur only if it resulted in at least +/- 10% change in the revenue and profits of the IMS Group presented above.

The Company will assess the feasibility of pursuing projected parameters and it will make adjustments of the presented projections in quarterly cycles, if necessary.

Moreover, the Board maintains the implementation of the dividend policy assuming annual payment of dividend in the amount of at least 60% of the generated net profit attributable to shareholders of the parent company.