ESPI 27/2020 Opinion of the Supervisory Board on the Management Board’s recommendation to pay dividends for 2019

With reference to the current report no 25/2020, the Management Board of IMS S.A. (“Company”) hereby informs that on 4th August 2020 The Supervisory Board of the Company adopted a resolution on the positive assessment of the Management Board’s recommendation, addressed to the General Meeting, to pay a dividend from the profit for 2019 in the amount of PLN 0.05 per share.

In accordance with the above recommendation, the amount allocated for the payment of dividend to the Shareholders will be PLN 1,554,954.30

The dividend will cover 31.099.086 shares (i.e. the number of the Issuer’s shares minus the purchased own shares).

ESPI 26/2020 Convening the Ordinary General Meeting of IMS S.A. for 28 August 2020

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 628 481.72, 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 28 August 2020 the Ordinary General Meeting of the Company to be held at the Company’s registered office in Warsaw at ul. Puławska 366, for 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 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 2019, including the independent auditor’s report on the audit of the Company’s financial statements for 2019,
  • Review of the Management Board’s report on the Company’s activities for 2019,
  • Review of the consolidated financial statements of the Company’s Capital Group for 2019, including the independent auditor’s report on the audit of the consolidated financial statements of the Company’s Capital Group for 2019,
  • Examination of the report on activities of the Company’s Capital Group for 2019,
  • 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 2019, the consolidated financial statements of the Company’s Capital Group and the report on the activities of the Company’s Capital Group for 2019 and the proposal of the Management Board on the distribution of the Company’s net profit for 2019 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 2019,
  • Adopting a resolution on the approval of the Company’s financial statements for 2019,
  • Adoption of a resolution on the approval of the Management Board’s report on the Company’s activities for 2019,
  • Adoption of a resolution on the approval of the consolidated financial statements of the Company’s Capital Group for 2019,
  • Adoption of a resolution on the approval of the report on the activities of the Company’s Capital Group for 2019,
  • Adoption of a resolution on the distribution of the Company’s net profit for 2019,
  • Adoption of resolutions on granting discharge to members of the Supervisory Board of the Company for the performance of their duties in 2019,
  • Adopting resolutions on granting discharge to members of the Company’s Management Board for the performance of their duties in 2019,
  • Adoption of a resolution on changing the terms of remuneration of the Company’s Supervisory Board members,
  • Adoption of a resolution on changing the terms of remuneration of the members of the Company’s Audit Committee,
  • Adoption of a resolution on amending the Regulations of the Supervisory Board of the Company,
  • Adoption of a resolution on establishing and adopting the uniform text of the Regulations of the Supervisory Board of the Company,
  • Adoption of a resolution on the adoption of the remuneration policy for members of the Management Board and Supervisory Board of the Company,
  • Free queries and requests,
  • Closing of the Ordinary General Meeting of the Company.

ESPI 25/2020 Recommendation of the Management Board of IMS S.A. concerning payment of dividend for 2019

Management Board of IMS S.A. (“Company”, “Issuer”), with reference to report No 15/2020 dated 23 April 2012, informs that it will recommend to the Supervisory Board and the Ordinary General Assembly (“AGM”) of the Company the payment of dividend for 2019 in the amount of 5 gr/share. The above mentioned recommendation means that the amount of PLN 1,554,954.30 will be allocated for payment to the Shareholders. The dividend rate, based on the closing price of 29 July 2020, is 1.86%.
 The dividend will cover 31.099.086 shares (i.e. the number of the Issuer’s shares minus the purchased own shares).

The above mentioned recommendation of dividend payment is a result of a broad analysis of the situation of the Company, IMS S.A. Capital Group and the economic environment. In particular, it concerns a stable, good financial situation of the Issuer, gradual increase in the number of subscription locations over the possession at the end of 2019 and reviving revenues from advertising services.

If the recommended dividend is approved by the AGM, it will be the eighth year in a row, when the Company shares the profit with the Shareholders.

ESPI 24/2020 Disposal of the subsidiary

Management Board of IMS S.A. (“Issuer”, “Company”) informs that on 2 July the Issuer sold to a natural person all of its shares (constituting 73% of the share capital and giving the right to 73% of votes) in the subsidiary IMS events Sp. z o.o.  The sale price was PLN 40 thousand.

IMS events is the business segment of the IMS Capital Group (“the Group”) most affected by negative economic effects caused by the coronavirus pandemic. The estimated revenues of IMS events for the first half of 2020 will amount to only approx. 10% of the revenues generated in the first half of 2019, and the equity of this company shown in the Group’s consolidated financial statement fell below zero at the end of the first half of this year.

The disposal of this subsidiary (and exclusion of its results from the Group’s consolidated statement) will allow to focus even more strongly on the most profitable segments of the Group’s operations.

ESPI 23/2020 Appointment of a new member of the Management Board

Biography of Piotr Kabaj – DOWNLOAD

Member of the Management Board of IMS S.A. statement of Piotr Kabaj – DOWNLOAD

Management Board of IMS S.A. (“Issuer”, “Company”) informs that the Supervisory Board of the Company on 30 June 2020 appointed Mr. Piotr Kabaj to the Management Board of the Company as Vice President of the Management Board as of 1 July 2020. Mr. Piotr Kabaj will be responsible for musical content in the Company. The appointment of Mr. Kabaj to the Management Board of the Issuer is aimed at intensifying the process of commercialization of music databases created in the Issuer’s subsidiary – Closer Music Sp. z o.o., where Piotr Kabaj has been the President of the Management Board since August 2019.

Information on education, professional experience and the position held, together with the required statements of Mr. Piotr Kabaj can be found in the attachment and on the Company’s website: https://imssensory.com/relacje-inwestorskie/zarzad-ir/.

 

Detailed legal basis:

§5 point 5 in connection with §10 of the Regulation of the Minister of Finance on current and periodic information to be published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.

ESPI 22/2020 Information on transactions on shares of the Company

Information art. 19 MAR – DOWNLOAD

The Board of Directors of IMS S.A. informs that on 23 June 2019 it received notifications under Article 19(1) of the Market Abuse Regulation from a person closely related to the President of the Board of the Company – regarding the disposal shares of IMS S.A.

The notifications constitute attachments to this report.

ESPI 21/2020 Signing an important framework agreement for the installation of Digital Signage systems

Management Board of IMS S.A. (“Company”, “Issuer”) informs about signing on 17 June this year a significant framework agreement for the installation of Digital Signage systems with one of the banks (“Partner”), having several hundred branches in Poland. The agreement was concluded for a period of 3 years with the possibility of its extension for another 2 years. The sale and installation of Digital Signage systems for particular bank branches will be carried out upon placing of specific orders. The estimated maximum revenue of the Issuer from the execution of the agreement in the 3-year period, with orders placed by the bank for all branches, is PLN 10-11 million. The pace and scale of project implementation depends on current decisions of the Partner. Together with the agreement, the parties signed the first order for the implementation of Digital Signage systems in several branches, with the value amounting to less than PLN 0.3 million. The order will be completed by the end of August 2020 at the latest.

ESPI 20/2020 Change in the date of publication of quarterly report for H1 2020

The Management Board of IMS S.A. informs about the change of the date of publication of the extended consolidated quarterly report for Q1 2020. The report will be published on 15 June 2020, not as the Company informed on 28 May 2020 (according to current report no. 1/2020 of 20 January 2020).

 

Detailed legal basis: §80 section 2 of the Regulation of the Minister of Finance of 29 March 2018 on the current and periodic information and § 21 section 3 of the Regulation of the Minister of Finance on the determination of other deadlines for the fulfilment of certain reporting and information obligations of 7 April 2020. (Journal of Laws of 2020, item 622 in connection).

ESPI 19/2020 Opinion of the Supervisory Board on the Management Board’s recommendation to pay dividends for 2019

With reference to the current report no 15/2020, the Management Board of IMS S.A. (“Company”) informs that today the Supervisory Board of the Company adopted a resolution on positive assessment of the Management Board’s motion to temporarily suspend its dividend policy.

In accordance with the decision of the Management Board – taking into account the occurrence of the epidemic of coronavirus SARS-CoV-2, causing COVID-19 disease and its impact on the activity of IMS S.A. – The dividend payment policy applied by IMS S.A. in relation to 2019 (dividend paid in 2020) is suspended.

At the same time, the Supervisory Board of IMS S.A. indicated that – due to a difficult to predict general economic situation – it is appropriate to re-examine at a later date whether and, if so, in what amount the Management Board will issue a recommendation concerning the payment of dividend for the financial year 2019. The Supervisory Board recommended to the Management Board of IMS S.A. to formulate a new proposal concerning the payment of dividend and thus the distribution of profit for the financial year 2019 on the date of convening the Ordinary General Meeting in 2020.