The Board of Directors of IMS S.A. informs of the receipt on 7 December 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 shares of IMS S.A.

The notification constitutes an attachment to this report.

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 30.11.2018 to 06.12.2018 the Company acquired, through IPOPEMA Securities S.A., 4,780 (four thousand seven hundred and eighty) own shares at the average unit price of PLN 3.46. The total acquisition price, including the cost of acquisition, amounted to PLN 16,579,05.

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

• on 30.11.2018, 1,337 IMS S.A. shares were acquired constituting 0.0040% share in the share capital of the Company and 0.0040% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.47;
• on 03.12.2018, 1,293 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 3.51;
• on 04.12.2018, 1,315 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 3.42;
• on 05.12.2018, 805 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 3.41;
• on 06.12.2018, 30 IMS S.A. shares were acquired constituting 0.0001% share in the share capital of the Company and 0.0001% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.36.

The detailed list of transactions conducted in the period from 30.11.2018 to 06.12.2018 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 95.60. The acquired block of 4,780 shares constitutes 0.0143% of Company share capital and gives 4,780 votes constituting 0.0143 % votes in the General Shareholder Meeting of the Company.

At present the Company holds in total 1,631,848 own shares, constituting 4.87% of Company share capital and giving 1,631,848 votes constituting 4.87% of votes in the General Shareholder Meeting of the Company.

In line with Resolution No.4 of the Extraordinary Shareholder Meeting, which was held on 29.11.2018, 1,627,068 own shares shall be redeemed. The shares acquired under the 6th Tranche do not participate in the redemption process resulting from the above mentioned resolution.

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”) with reference to ESPI 63/2018 and ESPI 65/2018 reports informs that today Muzola Sp. z o.o. was established – a special purpose vehicle to implement the jukebox project. In line with information submitted in ESPI 63/2018 report, the Issuer covered 15% of the shares in the above mentioned company. Within 24 months starting from the date of transferring the intellectual property rights described in ESPI 63/2018 report, IMS shall be entitled to acquire from the Private Investors (“Call Option I”) in total 45% of shares in the special purpose vehicle (22.5% from each of the Private Investors) at the total price of PLN 22,500, i.e. PLN 11,250 for 22.5% of shares each of the Private Investors is entitled to. If the enterprise is a success, the Issuer shall use Call Option I and thus shall cover the majority ownership in Muzola Sp. z o.o., at the same time acquiring the right to appoint the majority of the members of the board of this company.

On 29 November this year the loan agreement described in ESPI 63/2018 report was also signed. The Issuer granted to Muzola Sp. z o.o. the loan of PLN 264,700. The cash shall be transferred in tranches at the Borrower’s request. The lender has the right to reclaim the loan after 31 December 2021.

The Board of Directors of IMS S.A. (“Company”) submits the list of shareholders holding at least 5% of votes in the Extraordinary General Shareholder Meeting of the Company which took place on 29.11.2018, 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: 5,374,000, number of votes attached to the held shares: 5,374,000, which gave right to 41.23% votes in the Extraordinary General Shareholder Meeting and constitutes 16.04% of the total votes;

The Board of Directors of IMS S.A. (“Company”, “Issuer”) presents the text of the attached resolutions adopted on 29.11.2018 by the Extraordinary General Meeting of the Company (“EGM”).

To supplement this information, the Company informs that in this General Meeting Resolution No. 4 was adopted regarding redemption of 1,627,068 (one million six hundred twenty-seven thousand sixty-eight) ordinary bearer shares representing 4.86% of the share capital (Company’s treasury shares). Resolution No.6 includes amendments to the Articles of Association, whereas resolution No.7 – 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 EGM no objections were made to the minutes of the meeting regarding adopted resolutions, no resolutions were voted and not adopted in the EGM, and no item on the agenda was omitted from the examination.

The Board of Directors of IMS S.A. (“Issuer”, “Company”) informs that on 28 November 2018 the Supervisory Board of the Company appointed Mr Wojciech Piwocki to the composition of the Board of Directors of the Company as of 1 January 2019.

Mr Wojciech Piwocki does not conduct any activities that are competitive to the business of IMS S.A., is not a partner in a partnership competitive to the Company, does not participate in a competitive partnership as a partner, is not a member of a body of a company or of any other legal person competitive to the business of IMS S.A. or is not included in the Register of Insolvent Debtors as run under the Act on the National Court Register.

Information on the education, professional experience of and positions held by Mr

Wojciech Piwocki is attached hereto and is available on the Company’s website.

http://www.ims.fm/relacje-inwestorskie/lad-korporacyjny/zarzad-ir/ .

Detailed legal basis:

• 5(5) combined with §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. (“Company”, “Issuer”), in connection with ESPI 63/2018 report informs that today the Supervisory Board of the Company issued its positive opinion on the “Muzola” Project and gave its consent to the Issuer’s participation in the special purpose vehicle which is to be established so as to implement the above mentioned Project.

Obtaining the consent of the Supervisory Board was a necessary condition for the investment agreement to be effective of which the Issuer informed in report 63/2018.

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 6 of the Company Own Shares Buy-back Program. This resolution constitutes an attachment to this report.

As part of Tranche 6 shares will be acquired through an entity rendering investment services (a brokerage house). In Tranche 6 the Issuer intends to acquire not more than 320,000 shares and allots the sum of PLN 800,000.00 for this acquisition. Tranche 6 shall run from 30 November 2018 to 14 March 2019 (including this date) unless the funds allotted for the acquisition in Tranche 6 are completely exhausted earlier.

Tranche 6 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”, “Issuer”, “IMS”) informs that today, between the Issuer, IMS r&d sp. z o.o.  (“IMS r&d”) and two natural persons (“Private Investors”), an investment agreement was signed concerning establishing and operating a special purpose vehicle for the future manufacturing, distribution, extension and operation of the “Muzola” Jukebox System.    An estimated value of funds for the implementation of the planned investment shall consist of the Issuer’s cash contribution – in the amount of PLN 35,300, Private Investors’ cash contribution – in the amount of PLN 200,000 and the Issuer’s loan for the special purpose vehicle in the amount of PLN 264,700.

At present IMS r&d is conducting advanced development works on the prototype of a jukebox, and a pilot production batch of the device has been manufactured. A jukebox is a modern device with the access to a large music base, placed in pubs, bars and other locations where against payment you may play a musical work of your choice.   In the nearest future the new solution shall be commercialised by creating the “Muzola” Jukebox System (“Muzola Project”) which shall constitute a joint project of IMS, IMS r&d and Private Investors, run based on terms and conditions specified in the Agreement and in the agreement of the special purpose vehicle which shall be formed so as to run the above mentioned project.   The role of the Private Investors participating in the implementation of this project, apart from investing cash, is the application of their professional experience and know-how so as to develop the distribution network for the “Muzola” Jukebox System.   Apart from the cash investment, the Issuer shall ensure to the project the access to a wide and high quality music base, whereas IMS r&d shall provide technical support for the project. Within 3 months of the date of registration of the special purpose vehicle, IMS r&d shall sell and transfer to the special purpose vehicle all intellectual property rights, including copyrights concerning the software and documentation developed for the needs of the implementation of the Muzola Project as well as 5 manufactured jukeboxes for the amount of PLN 217,288.

Development and commercialization of the jukebox project is in line with the Issuer’s strategy, where one of the components of development is launching to the market of new, technologically advanced devices.

In the initial stage, the Issuer shall cover 15% of shares in the newly established special purpose vehicle.  After IMS r&s has transferred to the special purpose vehicle copyrights and the jukeboxes mentioned above, within 24 months starting from the date of transferring the intellectual property rights IMS shall be entitled to acquire from the Private Investors (“Call Option I”) in total 45% of shares in the special purpose vehicle (22.5% from each of the Private Investors) at the total price of PLN 22,500, i.e. PLN 11,250 for 22.5% of shares each of the Private Investors is entitled to. If Call Option I is applied, the parties shall ultimately hold the following share in the share capital of the special purpose vehicle:  60% – IMS, 40% – Private Investors total (20% each of the Private Investors). At the same time, within 60 days of exercising Call Option I, IMS shall swap the loan in the amount of PLN 264,700 into 9.9% of newly issued shares in the special purpose vehicle (99 shares). When the loan is swapped, the Private Investors shall be entitled to cover in total, in equal proportions, 66 newly issued shares (33 shares for each of the Private Investors) at the nominal value. After performing these operations, the share of IMS and the total share of the Private Investors shall remain at the following level: 60% – IMS, 40% – Private Investors total.  If any of the Private Investors fails to dispose of shares at the request of IMS arising from Call Option I, the defaulting Private Investor shall be obliged to pay at the demand of IMS the guarantee penalty in the amount of PLN 2,000,000 for each case of evading the obligation to dispose of shares. The payment of the guarantee penalty or of its multiple shall not exclude the right of IMS to claim compensation on general terms.  If IMS does not exercise Call Option I within periods described above, in the period of the following 6 months the Private Investors shall be entitled to acquire from IMS (hereinafter:  “Call Option II“) 15% of shares in the special purpose vehicle at the price of PLN 7,500, and each of the Private Investors shall be entitled to acquire 7.5% of shares at the price of PLN 3,750. In such a case the Private Investors shall ultimately hold 100% of shares in the share capital of the special purpose vehicle.

If IMS r&d fails to transfer to the special purpose vehicle, within 3 months of the date of registration of the special purpose vehicle, all intellectual property rights, including copyrights concerning the software and documentation developed for the needs of the implementation of the Muzola Project as well as 5 manufactured jukeboxes for the amount of PLN  217,288, IMS and IMS r&d shall be jointly and severally obliged to pay at the request of the Private Investors the guarantee penalty in the amount of PLN 2,000,000 for each confirmed case of breaching these duties. The payment of the guarantee penalty or of its multiple shall not exclude the right of IMS to claim compensation on general terms.

The agreement has been conducted for a specified period of 5 years or for the period of joint participation in the special purpose vehicle, whichever continues longer. After the lapse of the date indicated above, the Agreement shall transform into an agreement for an unspecified period of time and may be terminated on a six-month notice effective as at the end of a calendar month. The Agreement is of conditional nature and to be effective it needs the consent of the Issuer’s Supervisory Board to the Issuer’s participation in the special purpose vehicle, obtained within 21 days of signing of the Agreement. The establishment of the special purpose vehicle should take place within 14 days of obtaining the consent mentioned above.