Management Board of IMS S.A. (“the Company”, “the Issuer”) provides the contents of the resolutions adopted on 09.06.2022 by the Annual General Meeting (“OGM”) as an attachment. At the same time, the Management Board of the Company informs that during the OGM, there were no resolutions put to vote and not adopted and no waiver was made from the consideration of any of the items on the agenda. Moreover, the Issuer informs that the proxy of Opera Towarzystwo Funduszy Inwestycyjnych S.A. acting on behalf of: NOVO Open Investment Fund sub-fund Novo Balanced Growth; NOVO Open Investment Fund sub-fund Novo Stable Growth; OPERA SFIO sub-fund Opera Alfa-plus,pl; NOVO Open Investment Fund sub-fund Novo Shares; OPERA PI FIZ; OPERA MP FIZ; NOVO Open Investment Fund sub-fund Novo Active Allocation; OPERA SFIO sub-fund OPERA Beta-plus,pl; OPERA NGO Specialised Open Investment Fund; NOVO Open Investment Fund subfund Novo Small and Medium-sized Companies; OPERA Open Investment Fund subfund Opera Universa,pl; OPERA Open Investment Fund subfund Equilibrium,pl; OPERA Za 3 Grosze Closed Investment Fund (the Company’s shareholders), objected to resolutions 5; 19; 20; 21; 22; 23; 24; 25; 26.

 The objections were entered into the minutes of the Annual General Meeting.

Management Board of IMS S.A. (“the Company”) announces the list of shareholders holding at least 5% of votes at the Ordinary General Meeting of the Company held on 09.06.2022, specifying the number of votes to which each of them is entitled under the shares held and indicating their percentage share in the number of votes at this General Meeting and in the total number of votes.

• Dariusz Lichacz – number of shares held: 6,188,820, number of votes attributable to shares held: 6,188,820, which entitled to 28.02% of votes at the Annual General Meeting and constitutes 19.90% of the total number of votes;
• Michał Kornacki – number of shares held: 5.474.000, number of votes attributable to shares held: 5.474.000, which entitled to 24.78% of votes at the Annual General Meeting and constitutes 17.60% of the total number of votes;
• Funds/Subfunds managed by Opera TFI S.A.(including: NOVO Open Investment Fund Subfund NOVO Balanced; NOVO Open Investment Fund Subfund NOVO Stable Growth; OPERA SFIO Subfund OPERA ALFA-PLUS.PL; NOVO Open Investment Fund Subfund NOVO Shares; OPERA PI FIZ; OPERA MP FIZ; NOVO Open Investment Fund Subfund NOVO Active Allocation; OPERA SFIO Subfund OPERA BETA-PLUS. PL; OPERA NGO Specialized Open Investment Fund; NOVO Otwarty Fundusz Inwestycyjny Otwarty Subfund NOVO Małych i Średnich Spółek; OPERA Fundusz Inwestycyjny Otwarty UNIVERSA.PL; OPERA Fundusz Inwestycyjny Otwarty EQUILIBRIUM.PL; OPERA ZA 3 GROSZE Fundusz Inwestycyjny Zamknięty) holding a total of 3,674,870 shares, representing 3,674,870 votes, which constituted 16.64% of votes at the Annual General Meeting and 11.82% of the total number of votes
• CACHEMAN LIMITED – number of shares held: 2.982.000, number of votes attributable to shares held: 2.982.000, which entitled to 13.50% of votes at the Annual General Meeting and constitutes 9.59% of the total number of votes;
• Paweł Przetacznik – number of shares held: 2.000.110, number of votes attributable to shares held: 2,000,110, which entitled to 9.06% of votes at the Annual General Meeting and constitutes 6.43% of the total number of votes.

The Management Board of IMS S.A. announces that on 9 June 2022 the Ordinary General Meeting of IMS S.A. adopted a resolution on the payment of dividend from the profit for 2021 in the amount of 18 groszy per share, i.e. in the amount of PLN 5,597,835.48.

The dividend will cover 31,099,086 shares.

The Ordinary General Meeting set the dividend date as 17 June 2022, the dividend payment date as 24 June 2022.

 

Detailed legal basis:

• 19, item 2 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.

With reference to the ESPI report no 4/2022, the Management Board of IMS S.A. \(“Company”, “Issuer”) informs that on 9 June 2022. The Annual General Meeting of the Company (“AGM”) by Resolution No. 22 adopted amendments to the Incentive Scheme IV for 2021 – 2023 and approved the Rules of the Scheme. The Incentive Scheme IV for 2021 – 2023 for the members of the Management Board, managers, employees and collaborators of the companies of the IMS Capital Group was originally adopted by the Supervisory Board of the Company on 23 January 2021 and approved by the Extraordinary General Meeting of the Company on 2 March 2021 (hereinafter: “Incentive Programme IV”)

The aim of Incentive Programme IV, addressed to the Members of the Management Board of IMS S.A. as well as to the managers, employees and co-operators of the companies in the IMS S.A. Capital Group, is to create an additional, strong motivating tool for the achievement of very ambitious goals through such actions as the acquisition of highly valuable entities, the generation of high sales from the current products and services, and the acquisition of new customers and new markets, which should have a significant effect on the share price of IMS S.A.

The Ordinary General Meeting of IMS S.A., taking into consideration the very positive results brought about by the functioning of the Incentive Scheme IV (as IMS S.A. and the IMS Group recorded a significant increase in the results for 2021, the number of subscription locations, which is crucial from the point of view of the Group’s operations, rose by a record), made amendments to the Incentive Scheme IV and to the content of the Rules and Regulations of the Incentive Scheme IV. The Ordinary General Meeting of the Company extended Incentive Programme IV by issuing a further maximum of 2,000,000 free, registered subscription warrants of series D, entitling their holders to subscribe for a maximum of 2,000,000 series D shares, as a result of which the Incentive Programme IV, extended pursuant to Resolution No. 22 of the Ordinary General Meeting, provides for the issuance of a total of up to 4,000,000 free registered subscription warrants of D series, entitling their holders to subscribe for not more than 4 000 000 D series shares, provided that a person appointed by the Supervisory Board, participating in the Incentive Programme IV, fulfils the criteria set forth in the Rules of the Incentive Programme IV. Taking into account the subscription warrants granted to eligible persons for the achievement of the objectives in 2021 (1,200,000 shares), a maximum of 2,800,000 shares will remain to be distributed in 2022 – 2023. The General Meeting also amended §4(2) of the PM IV Regulations – the parameter allowing for the distribution of shares at the discretion of the Supervisory Board in the event that the Board deviates from the general criterion for granting share options described in §4(1) of the PM IV Regulations was increased from a maximum of 15% to a maximum of 25% of the total pool of PM IV shares.

The Incentive Scheme IV in the form extended pursuant to Resolution No. 22 of the AGM of 09.06.2022 and the Rules of the Incentive Scheme IV in the wording amended by the aforementioned resolution will be applied in the execution of the aforementioned scheme in the years 2023-2024, i.e. within the scope of entitlements granted for the financial years – 2022 and 2023, respectively. The Ordinary General Meeting of Shareholders of the Company, following the indication of the Supervisory Board of the Company, confirmed that the execution of the Incentive Programme IV in 2022 (within the scope of entitlements granted for the financial year 2021) shall be performed according to the rules applicable hitherto, pursuant to the content of Resolution No. 8 of the Supervisory Board of the Company of 4 May 2022 (granting to entitled persons a total of 1 200 000 series D subscription warrants).

The consolidated text of the amended Rules of the Incentive Programme IV is attached to Resolution No. 22 of the Ordinary General Meeting of the Company of 09.06.2022.

With reference to the current report no 5/2022, the Management Board of IMS S.A. The Company herby informs that on 2 June 2022, 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 2021 in the amount of PLN 0.18 per share.

In accordance with the above recommendation, the amount allocated for the payment of dividend to the Shareholders will be PLN 5,597,835.48.

The dividend will cover 31,099,086 shares of the Company.

Further to the current reports ESPI 2/2021 of January 24, 2021; ESPI 8/2021 of March 2, 2021 and ESPI 3/2022 of May 4, 2022, the Management Board of IMS S.A. (“Company”), announces the publication of the Information Document prepared in order to meet the requirements of art. 37a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, regarding the offer to take up series D shares issued as part of the conditional increase of the Company’s share capital.

 

Detailed basis: Article 1(4)(i) of Regulation 2017/1129 on the prospectus to be published in connection with a public offering of securities or their admission to trading on a regulated market and repealing Directive 2003/71/EC in conjunction with Article 37a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005

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 621 481.72, 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 09 June 2022 the Ordinary General Meeting of the Company to be held at the Company’s registered office in Warsaw at ul. Puławska 366, for 13:00.

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 2021, including the independent auditor’s report on the audit of the Company’s financial statements for 2021,
• Review of the Management Board’s report on the Company’s activities for 2021,
• Review of the consolidated financial statements of the Company’s Capital Group for 2021, including the independent auditor’s report on the audit of the consolidated financial statements of the Company’s Capital Group for 2021,
• Examination of the report on activities of the Company’s Capital Group for 2021,
• 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 2021, the consolidated financial statements of the Company’s Capital Group and the report on the activities of the Company’s Capital Group for 2021 and the proposal of the Management Board on the distribution of the Company’s net profit for 2021 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 2021,
• Consideration of the 2021 Directors’ and Officers’ Compensation Report, including the auditor’s evaluation,
• Adopting a resolution on the approval of the Company’s financial statements for 2021,
• Adoption of a resolution on the approval of the Management Board’s report on the Company’s activities for 2021,
• Adoption of a resolution on the approval of the consolidated financial statements of the Company’s Capital Group for 2021,
• Adoption of a resolution on the approval of the report on the activities of the Company’s Capital Group for 2021,
• Adoption of a resolution on the distribution of the Company’s net profit for 2021,
• Adoption of resolutions on granting discharge to members of the Supervisory Board of the Company for the performance of their duties in 2021,
• Adopting resolutions on granting discharge to members of the Company’s Management Board for the performance of their duties in 2021,
• 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 giving an opinion on the selection of an auditor to evaluate the report on remuneration of the members of the Management Board and Supervisory Board for 2021 and to give an opinion on the report on remuneration of the members of the Management Board and Supervisory Board for 2021,
• Adoption of a resolution on the amendment of the Incentive Scheme for the members of the Management Board, managers, employees and co-operators of the companies of the IMS Capital Group for the years 2021-2023 and approval of the Incentive Scheme Regulations IV,
• Adoption of a resolution regarding extended issue of registered series D subscription warrants, with the simultaneous exclusion of the pre-emptive rights of the Company’s existing Shareholders to series D subscription warrants,
• Adoption of a resolution on an extension of the scope conditional increase in the share capital of the Company through the issue of further series D shares, with simultaneous exclusion of the pre-emptive rights of the existing shareholders of the Company, and on the authorisation of the Company’s Management Board to determine the uniform text of the Articles of Association of the Company, taking into account the increase in the share capital in connection with the acquisition of series D shares,
• Adoption of a resolution on amending the Company’s Articles of Association,
• Adoption of a resolution on the adoption of the consolidated text of the Company’s Articles of Association.
• Free queries and requests,
• Closing of the Ordinary General Meeting of the Company.

Management Board of IMS S.A. (“Company”, “Issuer”), informs that it will recommend to the Supervisory Board and the Ordinary General Assembly (“AGM”) of the Company the payment of dividend for 2021 in the amount of 18 gr/share. The above mentioned recommendation means that the amount of PLN 5.597.835,48 will be allocated for payment to the Shareholders. The dividend rate, based on the closing price of 11/05/2022, is 6.95%. The dividend will cover 31,099,086 shares. The aforementioned recommendation is in line with the dividend policy pursued by the IMS Group, which provides that at least 60% of the consolidated net profit attributable to the parent company is distributed to shareholders on an annual basis. If the recommended dividend is approved by the AGM, it will be the tenth year in a row, when the Company shares the profit with the Shareholders.

The Management Board of IMS Spółka Akcyjna with its seat in Warsaw (“Company”, “Issuer”) announces that today the Supervisory Board of the Company adopted a resolution on the adoption and approval of amendments to the Incentive Scheme for the members of the Management Board, managers, employees and co-operators of the companies of the IMS Capital Group for the years 2021-2023 and to the Rules of the Incentive Scheme IV. The Supervisory Board of IMS S.A., taking into consideration the very positive results brought about by the functioning of the Incentive Program IV (“PM IV”) in the IMS Capital Group (both IMS S.A. and the IMS Capital Group recorded a significant increase in results in 2021, the number of subscription locations, which is crucial from the point of view of the Group’s activity, rose to a record level), accepted and approved the increase in the total, maximum pool of shares in the Incentive Program IV from 2 million shares to 4 million shares. Taking into account the subscription warrants granted to eligible persons for the achievement of the 2021 targets (1.2 million shares), a maximum of 2.8 million shares will remain available for distribution in 2022 – 2023.

The Supervisory Board also amended §4(2) of the PM IV Regulations – the parameter allowing for the distribution of shares at the Supervisory Board’s discretion in the event that the Board deviates from the general criterion for granting share options described in §4(1) of the PM IV Regulations was increased from a maximum of 15% to a maximum of 25% of the total pool of PM IV shares.

The Supervisory Board of the Company recommended to the Management Board of the Issuer to include resolutions regarding changes to the Incentive Scheme IV and the PM IV Regulations in the agenda of the next General Meeting of the Company.

The Management Board of IMS Spółka Akcyjna with its seat in Warsaw (the “Company”) informs that the Supervisory Board of the Company, by its resolution adopted today, in the framework of realization of the Incentive Scheme for 2021-2023 (hereinafter: “PM IV”), adopted by the Supervisory Board of the Company on 23 January 2021 and approved by the Extraordinary General Meeting of the Company on 2 March 2021, has granted a total of 1,200,000 (one million two hundred thousand) subscription warrants entitling to subscribe for the same number of ordinary bearer shares.

 The warrants are taken up free of charge.

Incentive Scheme IV is addressed to the members of the Management Board of IMS S.A. and to the managers, employees and associates of the companies in the IMS Capital Group.

As part of this allocation (for achieving the goals in 2021), subscription warrants were granted to three Members of the Management Board of IMS S.A., three members of the Management Boards of subsidiaries belonging to the IMS Capital Group and forty-eight employees and associates of the IMS Capital Group. The Management Board Members of IMS S.A. jointly received 600,000 subscription warrants and the employees and associates of the IMS Group also received 600,000 subscription warrants. The right to subscribe for shares in the new series may be exercised no later than by 31 July 2022. The shares will be taken up by the entitled person after presenting the required documents and paying the issue price of PLN 0.51 per share (the issue price is equal to the arithmetic mean of the closing prices of IMS S.A. shares on the Warsaw Stock Exchange

Warsaw Stock Exchange in the period 01.04.2020-31.12.2020 taking into account an 80% discount). A person acquiring the shares of IMS S.A. as part of the Incentive Programme IV will be under an absolute obligation not to sell the acquired shares (lock-up) for 18 months from the date of acquiring the shares.

                   The aim of Incentive Programme IV is to create an additional, strong motivating tool to achieve very ambitious goals through such actions as the acquisition of highly valuable entities, generating high sales from the current products and services and acquiring new customers and new markets, which should have a significant effect on the price of IMS S.A. shares. The creation in the Company of significant incentives for the Members of the Management Board, managers, employees and associates of the IMS Group to create solutions that improve the financial results of the IMS Group, as well as the strong association of the best personnel with the companies of the IMS Group, should lead to the implementation of ambitious plans to rebuild the revenues and profits of the IMS Group after the coronavirus pandemic and, as a result, to an increase in the value of IMS S.A. shares.

The content of the Rules and Regulations of the Incentive Programme IV for 2021 – 2023 is published on the Company’s website (www.imssensory.com) in the ESPI report 9/2021 of 02.03.2021 (attachment to Resolution No. 7 of the Extraordinary General Meeting of 02.03.2021).

The cost of the share options granted, in accordance with IFRS 2, was recognised in the consolidated annual report for 2021.