ESPI 5/2025 Change in the date of publication of annual reports for 2024

Management Board of IMS S.A. (The Company, the Issuer) hereby announces a change in the date of publication of its annual reports for 2024. The reports will be published on 30 April 2025, and not on 16 April 2025 as originally announced by the Company (current report No. 1/2025 of 29 January 2025).

At the same time, the Issuer’s Management Board informs that the final financial results for 2024 will not change in relation to the estimated results for 2024 published on 13 March this year in current report no. 2/2025.

Detailed legal basis: §80(2) of the RMF on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state.

ESPI 4/2025 Revision of dividend policy

Management Board of IMS S.A. (the ‘Company’, the ‘Issuer’) announces a change in the IMS Group’s dividend policy.

The change concerns the expansion of possible tools for distributing profits directly to Shareholders, i.e. in addition to dividends, the Management Board is considering recommending to the General Meeting that it adopt the buy-back of equity shares, starting from the General Meeting approving the distribution of profit for 2024.

At the same time, the Management Board indicates that on 6 December 2024, in accordance with the assumptions of the dividend policy presented in current report no. 8/2024, an advance payment for the 2024 dividend was made in the amount of PLN 5.6 million (PLN 0.16 per share) [Issuer’s current reports no. 36/2024, 37/2024, 42/ 2024]. The preliminary, estimated financial data of the Issuer for 2024, published in current report no. 2/2025, indicate that the consolidated net profit attributed to the parent company was nearly PLN 11.1 million.

The intention of the Issuer’s Management Board is for the Company to:

  • pay a dividend annually, either in one instalment or at half-yearly intervals with an interim dividend

 

and

 

  • to buy back equity shares, including in the form of an invitation to submit offers to sell the Issuer’s shares (buyback with a dividend character at a price significantly higher than the current stock exchange rate) and/or buy back of equity shares at market price during stock exchange sessions.

The catalogue of tools for transferring funds to the Issuer’s Shareholders is being expanded based on the analysis of the Issuer’s share price by the Management Board, which believes that the shares are undervalued and that their possible buyback would be beneficial for the Shareholders.

The company intends to allocate at least 75% of the consolidated net profit attributable to the parent company to the Shareholders each year, with the total amount allocated to be distributed between dividends and equity share buybacks, as mentioned above.
 The final decision on this matter will be made by the Shareholders at the General Meetings.

ESPI 3/2025 Resignation of a Member of the Management Board of IMS S.A.

Management Board of IMS S.A.  (‘Company’, ‘Issuer’) informs that on 28 March 2025, Mr Wojciech Piwocki resigned from the Company’s Management Board, including the position of Vice-President of the Company’s Management Board, with effect from 31 March 2025. Mr Wojciech Piwocki did not give any reasons for his resignation. Mr Piwocki thanked the Management Board and the Supervisory Board of IMS S.A. for more than five years of cooperation.

                The issuer also informs that Mr Piwocki will continue to cooperate with the Company and the IMS Capital Group in the area of sales of services offered by the Company, increasing advertising coverage and acquisition projects, primarily concerning the broadly understood segment

 

 

Detailed legal basis:

  • 5 point 4 in connection with §9 of the Regulation of the Minister of Finance of 29 March 2018 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 1/2025 Dates of publication of periodic reports in 2025

The Board of Directors of IMS S.A. (the “Company”, the “Issuer”) hereby announces the dates of publication of periodic reports in the financial year 2025:

  1. Consolidated quarterly reports:

– the quarterly report for Q1 2025 – 27.05.2025

– the quarterly report for Q3 2025 – 26.11.2025

  1. The consolidated interim report for H1 2025 – 17.09.2025 
  2. The annual report – separate – for 2024 – 16.04.2025 
  3. The annual report – consolidated – for 2024 – 16.04.2025.

The Board of Directors of the Company informs that pursuant to Article 62 paragraphs 1 and 3 of the Regulations of the Minister of Finance of 29 March 2018 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 (“Regulations”) the consolidated quarterly reports and the consolidated interim report will include the quarterly financial information and the condensed interim financial statements respectively.

At the same time, the Board of Directors of the Company informs that pursuant to Article 79 paragraph 2 of the Regulations the Issuer will not publish quarterly reports for Q4 2024 and Q2 2025.

 

Detailed legal basis: Article 80 paragraph 1 of the Regulations of the Minister of Finance of 29 March 2018 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.

ESPI 44/2024 List of shareholders holding at least 5% of votes in the extraordinary general shareholder meeting of IMS S.A. on 20.11.2024

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 20.11.2024, 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: 5,400,000, number of votes attached to the held shares: 5,400,000, which gave right to 43.39% votes in the Extraordinary General Shareholder Meeting and constitutes 15.39% of the total votes;

2) CACHEMAN LIMITED – number of held shares: 3,454,087, number of votes attached to the held shares: 3,454,087, which gave right to 27.75% votes in the Extraordinary General Shareholder Meeting and constitutes 9.84% of the total votes;

3) Paweł Przetacznik – number of held shares: 2,044,110, number of votes attached to the held shares: 2,044,110, which gave right to 16.42% votes in the Extraordinary General Shareholder Meeting and constitutes 5.82% of the total votes;

4) Piotr Bielawski – number of held shares: 947,000, number of votes attributed to held shares: 947,000, which gave right to 7.61% votes in the Extraordinary General Shareholder Meeting and constitutes 2.70% of the total votes.

ESPI 43/2022 Texts of resolutions adopted in the extraordinary general meeting of IMS S.A. on 20.11.2024

The Board of Directors of IMS S.A. (“Company”) presents attached the texts of resolutions adopted on 20.11.2024 by the Extraordinary 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

ESPI 42/2024 Dividend advance payment for 2024

With reference to current reports No. 36/2024 and 37/2024, the Management Board of IMS S.A. (the ‘Company’) informs that on 20 November this year. The Extraordinary General Meeting of the Company adopted a resolution on the creation of the Company’s reserve capital for the purpose of paying an advance on the distribution of the Company’s net profit for the financial year 2024 and authorising the Management Board of the Company to dispose of the reserve capital for the purpose of paying an advance on the dividend.

The Company will pay an advance on dividend (‘Advance Dividend’) in the amount of PLN 5,615,053.76 (five million six hundred and fifteen thousand fifty-three zlotys and seventy-six cents), consisting of:

  • half of the net profit disclosed in the Company’s interim financial statements for the first half of 2024, i.e. the amount of PLN 3,314,808.79, and
  • the amount of PLN 2,300,244.97 coming from the reserve capital created from the Company’s profit from previous years or from the transfer to the reserve capital of a part of the reserve capital to the extent coming from the Company’s profit from previous years.

Pursuant to Articles 349 § 1 and 349 § 2 of the Companies Act, the amount of the Advance Payment was determined on the basis of the Company’s separate financial statements for the period from 1 January 2024 to 30 June 2024, which were audited by an independent auditor. and its amount will not exceed half of the profit made from the end of the financial year 2023 to 30 June 2024.

The amount of the advance for each of the Company’s 35,094,086 shares will be PLN 0.16 (sixteen cents).

The record date for determining entitlement to the Advance on Dividend is 3 December 2024 and the date for payment of the Advance on Dividend will be 6 December 2024.

The payment of the Advance on Dividend is in accordance with the dividend policy pursued in the IMS Group described in detail in ESPI report 8/2024 of 21.03.2024.


Legal basis:

Art. 17 (1) MAR – confidential information

Art. 349(4) CCC – announcement of dividend advance payment

ESPI 41/2024 Information on the death of a member of the Company’s Supervisory Board

Management Board of IMS S.A. (the ‘Company’) announces with deep regret that on 11th November 2024 it received information of the death of Mr Andrzej Chajec.on 11th November 2024 – a Member of the  Supervisory Board of IMS S.A. Mr Andrzej Chajec had served as a Member of the Supervisory Board of the Company since 9 June 2016. As a result, Mr Andrzej Chajec’s mandate as a Member of the Supervisory Board expired on 11 November 2024.

 

Legal basis: § 5(4) of the RMF Regulation on current and periodic information

ESPI 40/2024 Change in major shareholdings

Management Board of IMS S.A. (‘the Company’) announces that on 30 October 2024 the Company received a notification in accordance with Article 69 section 1 item 1) of the ‘Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies’ dated 29 July 2005 from FRAM Fundacja Rodzinna regarding the acquisition of shares in the Company and exceeding 5% of the total number of votes in the Company.

At the same time, on the same day, the Company received a notification, pursuant to Art. 69, section 1, item 1) of the ‘Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies’ of July 29, 2005, from Mr. Rafał Mania, who is the parent company of FRAM Fundacja Rodzinna, on the acquisition of shares in the Company and exceeding 5% of the total number of votes in the Company (in connection with the indirect acquisition of the Company’s shares by Mr. Mania).

 

 

The notifications constitute attachments to this report.

Notification FRAM FR 30.10.2024 – DOWNLOAD

Notification RM 30.10.2024 – DOWNLOAD