The Board of Directors of IMS S.A. (“Company”, “Issuer”) informs that today it adopted Resolution No.1 regarding the terms and conditions as well as the procedure to exercise Tranche 7 of the Company Own Shares Buy-back Program. This resolution constitutes an attachment to this report.

As part of Tranche 7 shares will be acquired through an entity rendering investment services (a brokerage house). In Tranche 7 the Issuer intends to acquire not more than 60,000 shares and allots the sum of PLN 150,000.00 for this acquisition. Tranche 7 shall run from 6 June 2019 to 24 July 2019 (including this date) unless the funds allotted for the acquisition in Tranche 7 are completely exhausted earlier.

Tranche 7 of the Company’s Own Shares Buy-back Program is conducted based on Resolution No.19 of 25 May 2017 in connection with Resolution No.26 of 6 June 2018 of the Annual General Meeting of IMS S.A. and Resolution No.1 of 29 June 2018 of the Board of Directors of IMS S.A.

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 27.05.2019, 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) Dariusz Lichacz – number of held shares: 6,158,820, number of votes attached to the held shares: 6,158,820, which gave right to 33.49% votes in the Ordinary General Shareholder Meeting and constitutes 19.32% of the total votes;

2) Michał Kornacki – number of held shares: 5,300,000, number of votes attached to the held shares: 5,300,000, which gave right to 28.82% votes in the Ordinary General Shareholder Meeting and constitutes 16.63% of the total votes;

3) CACHEMAN LIMITED – number of held shares: 2.980.000, number of votes attached to the held shares: 2.980.000, which gave right to 16.20% votes in the Ordinary General Shareholder Meeting and constitutes 9.35% of the total votes;

4) Paweł Przetacznik – number of held shares: 2.243.284, number of votes attached to the held shares: 2.243.284, which gave right to 12.20% votes in the Ordinary General Shareholder Meeting and constitutes 7.04% of the total votes.

5) Przemysław Świderski – number of held shares: 1.200.000, number of votes attributed to held shares: 1.200.000, which gave right to 6.52% votes in the Ordinary General Shareholder Meeting and constitutes 3.76% of the total votes.

The Board of Directors of IMS S.A. (“Company”) presents attached the texts of resolutions adopted on 27.05.2019 by the Annual General Meeting.

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. informs that on 27 May 2019 the Ordinary General Shareholder Meeting of IMS S.A. adopted the resolution regarding the payment of dividend for year 2018 in the amount of PLN 0.19 per share, i.e. PLN 6,028,626.28. The dividend will cover 31,729,612 shares (143,219 Company’s own shares do not participate in the dividend).

The Ordinary General Shareholder Meeting set the dividend record date at 3 June 2019, the dividend payment date is 17 June 2019.

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.

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“Company”) informs that today, as part of the fulfilment of the assumptions of the Incentive Scheme for years 2018-2020 (hereinafter referred to as IS III) adopted by the Supervisory Board of the Company on 18 August 2017 and approved by the Extraordinary Shareholder Meeting of the Company on 26 September 2017, the Supervisory Board of the Company granted in total 500,500 (five hundred thousand five hundred) subscription warrants giving right to acquire the same number of ordinary bearer shares. Warrants shall be acquired free of charge.

The Incentive Scheme III is addressed to the members of the Board of Directors of IMS S.A., managers, employees and associates of the IMS Capital Group companies.

As part of this allocation (for meeting targets in 2018), subscription warrants have been granted to five Members of the Board of Directors of IMS S.A. and to twenty-nine employees and associates of IMS Capital Group. The Members of the Board of Directors of IMS S.A. have received in total 350,000 subscription warrants, whereas the employees and associates of the IMS Capital Group – 150,500 subscription warrants. The right to acquire new issue shares may be exercised not later than by 31 July 2019. The acquisition of shares by the authorised person shall take place after they have presented necessary documents and paid the issue price amounting to PLN 3.03 per share (the issue price equals to the arithmetic mean of closing prices of IMS shares at Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) in the period from 01.08.2016 to 31.07.2017). The person acquiring the shares of IMS S.A. under the Incentive Scheme III shall assume an obligation absolutely not to transfer acquired shares (lock-up) for 12 months of having acquired the shares.

The text of the Incentive Scheme III for years 2018-2020 is available at the Company’s website (www.imssensory.com) in ESPI report 29/2017 of 26.09.2017 (the appendix to Resolution No.4 of the Extraordinary Shareholder Meeting of 26.09.2017).

The objective of the Incentive Scheme III is creating an additional powerful tool motivating key employees to achieve challenging goals by means of such actions as acquisitions of highly profitable entities, generating high volumes of sales on existing products and services as well as gaining new clients and new markets, which should translate into a significantly improved IMS S.A. share price.

The Board of Directors of IMS SPÓŁKA AKCYJNA (joint-stock company) with its registered office in Warsaw (the address of the registered office: 366 Puławska Street, 02-819 Warsaw) entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the capital city of Warsaw in Warsaw, 13th Commercial Division of the National Court Register  under KRS number 000278240, REGON 016452416, NIP 5252201663, with the share capital of PLN 637,456.62, fully paid (hereinafter: “Company”) acting pursuant to Article 399 §1 of the Commercial Companies Code in connection with § 10 paragraph 3 (sentence one) of the Articles of Association of the Company convenes for 27th May 2019 the Annual General Meeting of the Company, which will be held in the registered office of the Company in Warsaw, at ul.   Puławska 366 at 12.00.

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

• Opening of the Annual General Meeting of the Company,
• Election of the Chairman of the Annual General Meeting of the Company,
• Preparation of the attendance list and confirmation of the proper convocation of the Annual General Meeting and its ability to adopt resolutions,
• Election of the Tellers Committee,
• Adoption of the agenda of the Annual General Meeting of the Company,
• Review of the financial statements of the Company for 2018 including independent auditor’s report on the financial statements of the Company for the year 2018,
• Review of the Report of the Board of Directors on the operations of the Company for the year 2018,
• Review of the consolidated financial statements of the Company for 2018 including independent auditor’s report on the consolidated financial statements of the Capital Group of the Company for the year 2018,
• Review of the report on the operations of the Capital Group of the Company for the year 2018,
• 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 of the report of the Board of Directors on the operations of the Company for the year 2018, 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 2018 and the motion of the Board of Directors regarding the distribution of net profit of the Company for 2018 as well as the motion of the Supervisory Board regarding vote of discharge of duties to members of the Board of Directors of the Company for 2018,
• Adoption of a resolution regarding the approval of the financial statements of the Company for the year 2018,
• Adoption of a resolution regarding the approval of the report of the Board of Directors on the operations of the Company for the year 2018,
• Adoption of a resolution regarding the approval of the consolidated financial statements of the Capital Group of the Company for the year 2018,
• Adoption of a resolution Regarding the approval of the report on the operations of the Capital Group of the Company for the year 2018,
• Adoption of a resolution regarding distribution of the Company’s net profit for 2018,
• Adoption of resolutions regarding the vote of discharge of duties to the members of the Supervisory Board for 2018,
• Adoption of resolutions regarding the vote of discharge of duties to the members of the Board of Directors of the Company for 2018,
• Adoption of a resolution regarding the terms and conditions for remunerating members of the Supervisory Board of the Company,
• Adoption of a resolution regarding the terms and conditions for remunerating members of the Audit Committee of the Company,
• Any other business,
• Closing of the Annual General Shareholder Meeting of the Company.

The Board of Directors of IMS S.A. informs about the change of the date for submission of the separate and consolidated annual report for year 2018.

The separate and consolidated annual report for year 2018 shall be published on 26 April 2019. The previous date for submission of the separate and consolidated annual report for year 2018 announced in current report No. 6/2019 of 31 January 2019 was 24 April 2019.

Detailed legal basis: §80 paragraph 2 of the Regulation on current and periodic information

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 08.03.2019 to 14.03.2019 the Company acquired, through IPOPEMA Securities S.A., 8,425 (eight thousand four hundred and twenty-five) own shares at the average unit price of PLN 4.20. The total acquisition price, including the cost of acquisition, amounted to PLN 35,436.39.

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

• on 08.03.2019, 1,075 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 4.37;
• on 11.03.2019, 2,270 IMS S.A. shares were acquired constituting 0.0071% share in the share capital of the Company and 0.0071% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 4.34;
• on 12.03.2019, 1,600 IMS S.A. shares were acquired constituting 0.0050% share in the share capital of the Company and 0.0050% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 4.22;
• on 13.03.2019, 1,200 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 4.08;
• on 14.03.2019, 2,280 IMS S.A. shares were acquired constituting 0.0072% share in the share capital of the Company and 0.0072% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 4.02.

The detailed list of transactions conducted in the period from 08.03.2019 to 14.03.2019 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 168.50. The acquired block of 8,425 shares constitutes 0.0264% of Company share capital and gives 8,425 votes constituting 0.0264% 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.1 of the Board of Directors of IMS S.A. regarding the terms and conditions as well as the procedure to exercise Tranche 6 of the Company Own Shares Buy-back Programme communicated in current report No. 64/2018 of 27 November 2018 informs that on 14 March this year the purchase of own shares conducted as part of Tranche 6 of the Company Own Shares Buy-back Programme was completed (in line with the adopted schedule) and cleared pursuant to Resolution No.19 of the Annual General Meeting of Shareholders of IMS S.A. (“AGM”) of 25 May 2017 and Resolution No. 26 of the Annual General Meeting of the IMS S.A. (AGM”) of 6 June 2018. Within this Tranche the Company acquired in total 143,219 shares of the total nominal value of PLN 2,864.38 constituting 0.45% of the share capital of the Issuer and giving right to 143,219 votes in the GM (0.45% of total votes). The average unit acquisition price was PLN 3.81 per share.

At present the Company holds in total 143,219 own shares, constituting 0.45% of Company’s share capital and giving 143,219 votes constituting 0.45% of votes in the General Shareholder Meeting of the Company. In line with the decision of the Board of Directors of IMS S.A. made on 15 March 2019, own shares of the Company acquired within Tranche 6 shall be intended for redemption. The Board of Directors of IMS S.A. will recommend the General Shareholder Meeting of the Company redeem the own shares acquired within the above mentioned Tranche 6 of the Buy-back after the the entire Buy-back Programme mentioned above has been completed.

The Issuer, pursuant to Article 364 paragraph 2 of the Commercial Companies Code, does not exercise its right to vote from shares held. In line with Resolution No.26 of the AGM of 6 June 2018, the Company may still use for the purpose of own shares acquisition the amount of PLN 3,034,000 by 31 December 2019 at the latest.

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

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 01.03.2019 to 07.03.2019 the Company acquired, through IPOPEMA Securities S.A., 9,280 (nine thousand two hundred and eighty) own shares at the average unit price of PLN 4.38. The total acquisition price, including the cost of acquisition, amounted to PLN 40,718.54.

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

• on 01.03.2019, 1,350 IMS S.A. shares were acquired constituting 0.0042% share in the share capital of the Company and 0.0042% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 4.28;
• on 04.03.2019, 1,710 IMS S.A. shares were acquired constituting 0.0054% share in the share capital of the Company and 0.0054% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 4.42;
• on 05.03.2019, 1,810 IMS S.A. shares were acquired constituting 0.0057% share in the share capital of the Company and 0.0057% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 4.39;
• on 06.03.2019, 2,560 IMS S.A. shares were acquired constituting 0.0080% share in the share capital of the Company and 0.0080% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 4.40;
• on 07.03.2019, 1,850 IMS S.A. shares were acquired constituting 0.0058% share in the share capital of the Company and 0.0058% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 4.37.

The detailed list of transactions conducted in the period from 01.03.2019 to 07.03.2019 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 185.60. The acquired block of 9,280 shares constitutes 0.0291% of Company share capital and gives 9,280 votes constituting 0.0291% votes in the General Shareholder Meeting of the Company.

At present the Company holds in total 134,794 own shares, constituting 0.42% of Company share capital and giving 134,794 votes constituting 0,42% 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

The Board of Directors of IMS S.A. (“Company”, “Issuer”) submits the estimated financial results of the IMS Capital Group (“Group”) for the year 2018:
1. Revenue from sales PLN 52.7m,
2. EBIT PLN 12m,
3. EBITDA PLN 16.5m,
4. Net profit attributable to shareholders of the parent company PLN 9.3m.

The results are in line with the financial projections published in ESPI 16/2018 financial report on 23 May 2018.

Beside stable gradual growth of revenue in subscription segments, which are of key importance from the Group’s business stability point of view, year 2018 was another consecutive successful year in the advertising segment. Detailed data referring to the financial results of the Group for 2018 are included in the attached report.

At the same time, the Board of Directors of IMS S.A. informs that, taking into consideration very good estimated results of the IMS Group for 2018 and the good financial position of the Issuer and the Group, it will recommend to the Supervisory Board and the Annual General Meeting of the Company to pay out dividend for 2018 in the amount of PLN 0.19/share. The above mentioned recommendation means that the amount of PLN 6,031,064.93 will be allotted to payment of dividends to Shareholders. The dividend rate, based on the closing price of 05.03.2019, is 4.32%.

The dividend will cover not more than 31,742,447 shares (i.e. the number of Issuer’s shares less own shares bought by the Issuer by 05.03.2019). Due to the fact that the Company holds its own shares and that the share buyback is pending (own shares do do participate in the dividend), the ultimate number of shares held by the Shareholders and giving right to dividend for 2018 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 Annual General Meeting (“the AGM”), as at the dividend record date. It is the intention of the Board to recommend to the AGM to maintain the constant value of the dividend of PLN 0.19 per share for the year 2018.

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.