ESPI 15/2018 Convening of the Ordinary General Shareholder Meeting of IMS S.A. for 6th June 2018

IMS Spółka Akcyjna (joint-stock company) with its registered office in Warsaw at ul. Puławska 366 (02-819 Warsaw) entered into the register of entrepreneurs kept by the District Court for the capital city of Warsaw in Warsaw, 13th Economic Division of the National Court Register under KRS no. 278240 (“Company”) acting pursuant to Article 388  § 1 of the Commercial Companies Code and § 10 paragraph 3 (sentence one) of the Articles of Association of the Company convenes for 6th June 2018 an Ordinary General Shareholder Meeting of IMS S.A. which will be held in the registered office of the company at ul.  Puławska 366 at 12.00.

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 Chairman of the Ordinary General Meeting of the Company,
  • Preparation of the attendance list and confirmation of the proper convocation of the Ordinary General Meeting and its ability to adopt resolutions,
  • Election of the Tellers Committee,
  • Adoption of the agenda of the Ordinary General Meeting of the Company,
  • Review of the financial statements of the Company for 2017 including independent auditor’s report on the financial statements of the Company for the year 2017,
  • Review of the Report of the Board of Directors on the operations of the Company for the year 2017,
  • Review of the consolidated financial statements of the Company for 2017 including independent auditor’s report on the consolidated financial statements of the Capital Group of the Company for the year 2017,
  • Review of the report on the operations of the Capital Group of the Company for the year 2017,
  • Review of the report of the Supervisory Board of the Company on the results of the assessment of the financial statements of the Company and the report of the Board of Directors on the operations of the Company for the year 2017, the consolidated financial statements of the Capital Group of the Company and the report on the operations of the Capital Group of the Company for the year 2017 and the motion of Board of Directors regarding the distribution of Company’s net profit for 2017 as well as the motion of the Supervisory Board regarding the vote of discharge of duties to members of the Board of Directors of the Company for 2017,
  • Adoption of a resolution regarding the approval of the financial statements of the Company for the year 2017,
  • Adoption of a resolution regarding the approval of the report of the Board of Directors on the operations of the Company for the year 2017,
  • Adoption of a resolution regarding the approval of the consolidated financial statements of the Capital Group of the Company for the year 2017,
  • Adoption of a resolution regarding the approval of the report on the operations of the Capital Group of the Company for the year 2017,
  • Adoption of a resolution regarding distribution of the Company’s net profit for 2017,
  • Adoption of a resolutions regarding the vote of discharge of duties to the members of the Supervisory Board for 2017,
  • Adoption of resolutions regarding the vote of discharge of duties to the members of the Board of Directors of the Company for 2017,
  • Adoption of a resolution regarding appointment of new members of the Supervisory Board of the Company,
  • Adoption of a resolution regarding the determination of the terms and conditions of remunerating of the Chairman of the Supervisory Board, the Secretary of the Supervisory Board and other members of the Supervisory Board of the Company,
  • Adoption of a resolution regarding determination of the terms and conditions of remunerating of the Secretary of the Audit Committee of the Company and other members of the Audit Committee of the Company,
  • Adoption of a resolution regarding the extension of the scope of authorization of the Board of Directors of the Company to acquire own shares of the Company and the specification of financial resources to finance the acquisition,
  • Adoption of a resolution regarding authorisation of the Board of Directors to increase the share capital of the Company,
  • Adoption of a resolution on amendments to the Articles of Association of the Company,
  • Adoption of a resolution regarding determination and approval of the consolidated text of the Articles of Association of the Company,
  • Any other business,
  • Closing of the Ordinary General Shareholder Meeting of the Company.

ESPI 14/2018 Opinion of the Supervisory Board on the recommendation of the Board of Directors on dividend payment for 2017

In connection with current report 6/2018, the Board of Directors of IMS S.A. (“the Company”) informs that today the Supervisory Board of the Company adopted a resolution regarding positive assessment of the recommendation of the Board addressed to the General Shareholder Meeting concerning the payment of dividend out of 2017 profit in the amount of PLN 0.20 per share.

In line with the above mentioned recommendation, the amount allotted to be paid out as dividend to Shareholders will amount to not more than PLN 6,699,979.80.

The dividend will cover not more than 33,499,899 shares of the Company. Due to the fact that the Company holds its own shares and that the share buyback may continue (own shares do do participate in the dividend), the ultimate number of shares held by the Shareholders and giving right to dividend for 2017 as well as the amount of paid out dividend will be determined by the Board of Directors of the Company after the dividend has been approved by the Ordinary General Shareholder Meeting (“the OGSM”), as at the dividend record date.

ESPI 13/2018 Information on own shares purchased from 19.03.2018 to 20.03.2018 as well as the summary and the completion of Tranche 1 of own shares buy-back

Detailed list of transactions 19032018_20032018 – download

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 19.03.2018 to 20.03.2018 the Company acquired, through IPOPEMA Securities S.A., 2.036 (two thousand and thirty six) own shares at the average unit price of PLN 3.81. The total acquisition price, including the cost of acquisition, amounted to PLN 7,770.91.

In line with information communicated by IPOPEMA Securities S.A.:

  • on 19.03.2018, 750 IMS S.A. shares were acquired constituting 0.0022% share in the share capital of the Company and 0.0022% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.81;
  • on 20.03.2018, 1,286 IMS S.A. shares were acquired constituting 0.0038% share in the share capital of the Company and 0.0038% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.81;

The detailed list of transactions conducted in the period from 19.03.2018 to 20.03.2018 is included in the attachment to this report.

The nominal value of one share is PLN 0.02, and the total nominal value of shares acquired on the dates mentioned above was PLN 40.72. The acquired block of 2,036 shares constitutes 0.0061% of Company share capital and gives 2,036 votes constituting 0.0061 % votes in the General Shareholder Meeting of the Company.

At the same time, the Board of Directors of IMS S.A. in connection with the provisions of Resolution No.2 of the Board of Directors of IMS S.A. regarding the terms and conditions as well as the procedure to exercise Tranche 1 of the Company Own Share Buy-back Programme communicated in current report No. 4/2018 of 13 February 2018 informs that on 20 March this year the purchase of own shares conducted as part of Tranche 1 of the Company Own Share Buy-back Programme was completed (in line with the adopted schedule) and cleared based on Resolution No.19 of the Ordinary General Shareholder Meeting of IMS S.A.  (“the OGSM”) of 25 May 2017. Within this Tranche the Company acquired 21,551 shares of the total nominal value of PLN 431.02 constituting 0.06% of the share capital of the Issuer and giving right to 21,551 votes in the GM (0.06% of total votes). The average unit acquisition price was PLN 3.76 per share;

As at 21 March 2018 the Issuer holds 561,477 own shares of the nominal value of PLN 11,229.54 which constitute 1.68% of the share capital of the Issuer and give right to 561,477 votes in the GM (1.68% of total votes).

The Issuer, pursuant to Article 364 paragraph 2 of the Commercial Companies Code, does not exercise its right to vote from shares held.

Pursuant to Resolution No.19 of the OGSM of 25 May 2017, the Company may still use for the purpose of own share acquisition the amount of PLN 2,419 thousand by 31 March 2019 at the latest.

 

Detailed legal basis: Article 2 paragraph 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052

ESPI 12/2018 Information regarding own shares acquired in the period from 12.03.2018 to 16.03.2018

Detailed list of transactions 12032018_16032018 – download

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 12.03.2018 to 16.03.2018 the Company acquired, through IPOPEMA Securities S.A., 5,131 shares (five thousand one hundred and thirty one) own shares at the average unit price of PLN 3.78. The total acquisition price, including the cost of acquisition, amounted to PLN 19,462.45.

In line with information communicated by IPOPEMA Securities S.A.:

  • on 12.03.2018 1,513 IMS S.A. shares were acquired constituting 0.0045% share in the share capital of the Company and 0.0045% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.78;
  • on 13.03.2018 1,000 IMS S.A. shares were acquired constituting 0.0030% share in the share capital of the Company and 0.0030% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.79;
  • on 14.03.2018 700 IMS S.A. shares were acquired constituting 0.0021% share in the share capital of the Company and 0.0021% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.78;
  • on 15.03.2018 1,318 IMS S.A. shares were acquired constituting 0.0039% share in the share capital of the Company and 0.0039% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.76;
  • on 16.03.2018 600 IMS S.A. shares were acquired constituting 0.0018% share in the share capital of the Company and 0.0018% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.84.

Detailed list of transactions conducted in the period from 12.03.2018 to 16.03.2018 is included in the attachment to this report.

The nominal value of one share is PLN 0.02, and the total nominal value of shares acquired on the dates mentioned above was PLN 102.62. The acquired block of 5,131 shares constitutes 0.0153% of Company share capital and gives 5,131 votes constituting 0.0153% votes in the General Shareholder Meeting of the Company.

At present the Company holds in total 559,441 own shares, constituting 1.67% of Company share capital and giving 559,441 votes constituting 1.67% of votes in the General Shareholder Meeting of the Company.

 

Detailed legal basis:  Article 2 paragraph 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052

ESPI 11/2018 Information on transactions on shares of the company

Information 19 MAR P. Bielawski – download

The Board of Directors of IMS S.A. informs of the receipt on 15 March 2018 of the notification pursuant to Article 19 paragraph 1 of the Market Abuse Regulation from the Vice President of the Board of IMS S.A. Mr Piotr Bielawski – regarding the disposal of 10,000 shares of IMS S.A.

The notification constitutes an attachment to this report.

ESPI 10/2018 Information regarding own shares acquired in the period from 05.03.2018 to 09.03.2018

Detailed list of transactions 05032018_09032018 – download

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 05.03.2018 to 09.03.2018 the Company acquired, through IPOPEMA Securities S.A., 6,438 shares (six thousand four hundred and thirty eight) own shares at the average unit price of PLN 3.79. The total acquisition price, including the cost of acquisition, amounted to PLN 24,433.34.

In line with information communicated by IPOPEMA Securities S.A.:

  • on 05.03.2018 1,620 IMS S.A. shares were acquired constituting 0.0048% share in the share capital of the Company and 0.0048% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.81;
  • on 06.03.2018 1,580 IMS S.A. shares were acquired constituting 0.0047% share in the share capital of the Company and 0.0047% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.78;
  • on 07.03.2018 820 IMS S.A. shares were acquired constituting 0.0024% share in the share capital of the Company and 0.0024% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.78;
  • on 08.03.2018 1,568 IMS S.A. shares were acquired constituting 0.0047% share in the share capital of the Company and 0.0047% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.78;
  • on 09.03.2018 850 IMS S.A. shares were acquired constituting 0.0025% share in the share capital of the Company and 0.0025% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.77.

Detailed list of transactions conducted in the period from 05.03.2018 to 09.03.2018 is included in the attachment to this report.

The nominal value of one share is PLN 0.02, and the total nominal value of shares acquired on the dates mentioned above was PLN 128.76. The acquired block of 6,438 shares constitutes 0.0192% of Company share capital and gives 6,438 votes constituting 0.0192% votes in the General Shareholder Meeting of the Company.

At present the Company holds in total 554,310 own shares, constituting 1.65% of Company share capital and giving 554,310 votes constituting 1.65% of votes in the General Shareholder Meeting of the Company.

 

Detailed legal basis:  Article 2 paragraph 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052

ESPI 9/2018 Information regarding own shares acquired in the period from 26.02.2018 to 02.03.2018

Detailed list of transactions 26022018_02032018 – download

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 26.02.2018 to 02.03.2018 the Company acquired, through IPOPEMA Securities S.A., 4,340 shares (four thousand three hundred and forty) own shares at the average unit price of PLN 3.77. The total acquisition price, including the cost of acquisition, amounted to PLN 16,415.55.

In line with information communicated by IPOPEMA Securities S.A.:

  • on 26.02.2018 960 IMS S.A. shares were acquired constituting 0.0029% share in the share capital of the Company and 0.0029% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.84;
  • on 27.02.2018 400 IMS S.A. shares were acquired constituting 0.0012% share in the share capital of the Company and 0.0012% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.78;
  • on 28.02.2018 1,150 IMS S.A. shares were acquired constituting 0.0034% share in the share capital of the Company and 0.0034% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.79;
  • on 01.03.2018 990 IMS S.A. shares were acquired constituting 0.0030% share in the share capital of the Company and 0.0030% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.74;
  • on 02.03.2018 840 IMS S.A. shares were acquired constituting 0.0025% share in the share capital of the Company and 0.0025% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.71.

Detailed list of transactions conducted in the period from 26.02.2018 to 02.03.2018 is included in the attachment to this report.

The nominal value of one share is PLN 0.02, and the total nominal value of shares acquired on the dates mentioned above was PLN 86.80. The acquired block of 4,340 shares constitutes 0.0130% of Company share capital and gives 4,340 votes constituting 0.0130% votes in the General Shareholder Meeting of the Company.

At present the Company holds in total 547,872 own shares, constituting 1.64% of Company share capital and giving 547,872 votes constituting 1.64% of votes in the General Shareholder Meeting of the Company.

 

Detailed legal basis:  Article 2 paragraph 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052

ESPI 8/2018 Information on transactions on shares of the Company

Information 19 MAR D. Lichacz 02.2018 – download

The Board of Directors of IMS S.A. informs of the receipt on 27 February 2018 of the notification pursuant to Article 19 paragraph 1 of the Market Abuse Regulation from the Vice President of the Board of IMS S.A. Mr Dariusz Lichacz – regarding the disposal of 123,500 shares of IMS S.A.

The notification constitutes an attachment to this report.

ESPI 7/2018 Information regarding own shares acquired in the period from 20.02.2018 to 23.02.2018

Detailed list of transactions 20022018_23022018_EN – download

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 20.02.2018 to 23.02.2018 the Company acquired, through IPOPEMA Securities S.A., 3,606 shares (three thousand six hundred and six) own shares at the average unit price of PLN 3.67. The total acquisition price, including the cost of acquisition, amounted to PLN 13,252.80.

In line with information communicated by IPOPEMA Securities S.A.:

  • on 20.02.2018 1,125 IMS S.A. shares were acquired constituting 0.0034% share in the share capital of the Company and 0.0034% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.54;
  • on 21.02.2018 850 IMS S.A. shares were acquired constituting 0.0025% share in the share capital of the Company and 0.0025% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.59;
  • on 22.02.2018 350 IMS S.A. shares were acquired constituting 0.0010% share in the share capital of the Company and 0.0010% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.72;
  • on 23.02.2018 1,281 IMS S.A. shares were acquired constituting 0.0038% share in the share capital of the Company and 0.0038% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.81;

Detailed list of transactions conducted in the period from 20.02.2018 to 23.02.2018 is included in the attachment to this report.

The nominal value of one share is PLN 0.02, and the total nominal value of shares acquired on the dates mentioned above was PLN 72.12. The acquired block of 3,606 shares constitutes 0.0108% of Company share capital and gives 3,606 votes constituting 0.0108% votes in the General Shareholder Meeting of the Company.

At present the Company holds in total 543,532 own shares, constituting 1.62% of Company share capital and giving 543,532 votes constituting 1.62% of votes in the General Shareholder Meeting of the Company.

 

Detailed legal basis:  Article 2 paragraph 2 and 3 of the COMMISSION DELEGATED REGULATION (EU) 2016/1052

ESPI 6/2018 Information regarding declaration of dividend payment

The Board of Directors of IMS S.A. (“the Company’, “the Issuer”) informs that taking into consideration the very good estimated results of the IMS Group for the year 2017, of which the Issuer informed on 14.02.2018 with ESPI 5/2018 report, and the very good financial position of the Issuer and the IMS Group, it will recommend to the Supervisory Board and the General Shareholder Meeting of the Company to pay out dividends for the year 2017 in the amount of PLN 20/100 per share. The above mentioned recommendation means that the maximum of PLN 6,699,979.80 will be allotted to pay out as dividends to Shareholders and that there is a 67% increase of dividend per share as compared to the dividend paid out for the year 2016. The dividend rate, based on the closing price of 19.02.2018, is 5.7%.

The dividend will cover not more than 33,499,899 shares. Due to the fact that the Company holds its own shares and the process of acquiring the Issuer’s own shares (which participate in the dividend) is in progress, the ultimate number of shares held by the Shareholders and giving right to dividends for 2017 as well as the amount of paid out dividend will be determined by the Board of Directors of the Company after the dividend has been approved by the Ordinary General Shareholder Meeting (“the OGSM”), as at the dividend record date. It is the intention of the Board to recommend to the OGSM to maintain the constant value of the dividend of PLN 20/100 per share for the year 2017.

The above mentioned recommendation is in line with the dividend policy implemented in the IMS Group and published in 26/2016 current report of 17.05.2016, which says that every year at least 60% of the consolidated net profit attributable to the parent company is allotted to be shared among the Shareholders.

 

Specific legal basis:

Article 38 paragraph 1 section 11 of the Regulations of the Minister of Finance of 19 February 2009 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.