The Board of Directors of IMS S.A. (“Company”, “Issuer”) informs that on 20th June this year agreements were signed with the Shareholders of the Company to sell in total 533,548 IMS S.A. shares. The acquisition price of one share (in line with Resolution No.1 of the Board of Directors of the Company of 05.06.2018) was PLN 3.70. The total nominal value of acquired shares is PLN 10,670.96 (PLN 0.02 per each share). These shares represent 1.59% of the Issuer’s share capital and give right to 533,548 votes in the GM (1.59% of total votes).

In line with the Buy-back Programme (“Invitation to submit offers to dispose of shares”), Shareholders have time till 28th June this year to transfer disposed shares to the Company’s account. If the shares being disposed of by a Shareholder are not registered in the securities account of IMS S.A. by 28th June 2018, the sale agreement shall be terminated with no consequences for either of the parties.

If such a situation occurs, the Issuer will inform about it in a separate communication.

The buy-back is carried out under Resolution No.19 of the Annual General Meeting (“AGM”) of 25th May 2017. The Own Shares Buy-back Programme was adopted by the Board of Directors of the Issuer with Resolution No.1 of 13th February 2018 (the Company informed about it in ESPI 4/2018 of 13th February 2018). Pursuant to the resolution of the AGM, the acquired own shares of the Company may be:
a) redeemed, or
b) intended for resale, or
c) intended for another legitimate purpose indicated by the Board of the Company.

In total in the 2nd Tranche of the Own Shares Buy-back Programme (i.e. on 19.06.2018 and today) the Company signed with Shareholders agreements to sell 640,000 shares of the total nominal value of PLN 12,800, constituting 1.91% of the Issuer’s share capital and giving right to 640,000 votes in the GM (1.91% of total votes).

The Company also holds 561,477 own shares (with the total nominal value of PLN 11,229.54, constituting 1.68% of the Issuer’s share capital and giving right to 561,477 votes at the GM, i.e. 1.68% of total votes) acquired in July and October 2017 (the 4th and the 5th Tranche of the buy-back executed pursuant to Resolution No.19 of the AGM of IMS S.A. of 09.06.2016) and in March 2018 (the 1st Tranche of the buy-back executed pursuant to Resolution No.19 of the AGM of IMS S.A. of 25.05.2017).

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”) informs that on 19th June this year agreements were signed with the Shareholders of the Company to sell in total 106,452 IMS S.A. shares. The acquisition price of one share (in line with Resolution No.1 of the Board of Directors of the Company of 05.06.2018) was PLN 3.70. The total nominal value of acquired shares is PLN 2,129.04 (PLN 0.02 per each share). These shares represent 0.32% of the Issuer’s share capital and give right to 106,452 votes in the GM (0.32% of total votes).

In line with the Buy-back Programme (“Invitation to submit offers to dispose of shares”), Shareholders have time till 28th June this year to transfer disposed shares to the Company’s account. If the shares being disposed of by a Shareholder are not registered in the securities account of IMS S.A. by 28th June 2018, the sale agreement shall be terminated with no consequences for either of the parties.

If such a situation occurs, the Issuer will inform about it in a separate communication.

The buy-back is carried out under Resolution No.19 of the Annual General Meeting (“AGM”) of 25th May 2017. The Own Shares Buy-back Programme was adopted by the Board of Directors of the Issuer with Resolution No.1 of 13th February 2018 (the Company informed about it in ESPI 4/2018 of 13th February 2018). Pursuant to the resolution of the AGM, the acquired own shares of the Company may be:

1. a) redeemed, or
2. b) intended for resale, or
3. c) intended for another legitimate purpose indicated by the Board of the Company.

Another date for the Company to conclude transactions to acquire shares shall be 20 June 2018.

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

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).