The Board of Directors of IMS S. A. with its registered office in Warsaw at ul. Puławska 366 (02-819 Warsaw) entered into the register of entrepreneurs kept by the District Court for the capital city of Warsaw in Warsaw, 13th Economic Division of the National Court Register under KRS No.278240 (“Company”) acting pursuant to Article 399 § 1 of the Commercial Companies Code and § 10 paragraph 3 (sentence one) of the Articles of Association of the Company convenes for 29th November 2018 an Extraordinary General Meeting of IMS S.A. which will be held in the registered office of the company at ul.Puławska 366 at 11.00.

The Board informs that the draft resolution No.4 provides for redemption of 1,627,068 (one million, six hundred twenty-seven thousand, sixty-eight) ordinary bearer shares (Company’s own shares), draft resolution No.6 includes suggested amendments to the Articles of Association of the Company (specified in appendix “Suggested amendments to the Articles of Association”), whereas draft resolution No.7 includes the suggested consolidated text of the Articles of Association of the Company.

The text of the announcement, draft resolutions and documents that are subject of the Extraordinary General Meeting are attached to this report.

The agenda of the Annual General Meeting of the Company is as follows:
1) Adoption of a resolution regarding the redemption of Company’s own shares,
2) Adoption of a resolution regarding decreasing of the Company’s share capital as a result of the redemption of Company’s own shares,
3) Adoption of a resolution regarding amendments to the Articles of Association of the Company,
4) Adoption of a resolution regarding determination and approval of the consolidated text of the Articles of Association of the Company,

Detailed legal basis: 19 paragraph 1 points 1 and 2 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.

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 19.10.2018 to 25.10.2018 the Company acquired, through IPOPEMA Securities S.A., 12,120 (twelve thousand one hundred and twenty) own shares at the average unit price of PLN 3.67. The total acquisition price, including the cost of acquisition, amounted to PLN 44,635.79.

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

• on 19.10.2018, 6,219 IMS S.A. shares were acquired constituting 0.0186% share in the share capital of the Company and 0.0186% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.70;
• on 22.10.2018, 287 IMS S.A. shares were acquired constituting 0.0009% share in the share capital of the Company and 0.0009% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.70;
• on 23.10.2018, 4,914 IMS S.A. shares were acquired constituting 0.0147% share in the share capital of the Company and 0.0147% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.64;
• on 24.10.2018, 350 IMS S.A. shares were acquired constituting 0.0010% share in the share capital of the Company and 0.0010% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.66;
• on 25.10.2018, 350 IMS S.A. shares were acquired constituting 0.0010% share in the share capital of the Company and 0.0010% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.58.

The detailed list of transactions conducted in the period from 19.10.2018 to 25.10.2018 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 242.40. The acquired block of 12,120 shares constitutes 0.0362% of Company share capital and gives 12,120 votes constituting 0.0362 % votes in the General Shareholder Meeting of the Company.

At the same time, the Board of Directors of IMS S.A. in connection with the provisions of Resolution No.1 of the Board of Directors of IMS S.A. regarding the terms and conditions as well as the procedure to exercise Tranche 5 of the Company Own Shares Buy-back Programme communicated in current report No. 54/2018 of 27 September 2018 informs that on 25 October this year the purchase of own shares conducted as part of Tranche 5 of the Company Own Shares Buy-back Programme was completed (in line with the adopted schedule) and cleared pursuant to Resolution No.19 of the Annual General Meeting of Shareholders of IMS S.A. (“AGM”) of 25 May 2017 and Resolution No. 26 of the Annual General Meeting of the IMS S.A. (“AGM”) of 6 June 2018. Within this Tranche the Company acquired in total 70,693 shares of the total nominal value of PLN 1,413.86 constituting 0.21% of the share capital of the Issuer and giving right to 70,693 votes in the GM (0.21% of total votes). The average unit acquisition price was PLN 3.53 per share.

At present the Company holds in total 1,627,068 own shares, constituting 4.86% of Company share capital and giving 1,627,068 votes constituting 4.86% of votes in the General Shareholder Meeting of the Company. In line with the decision of the Board of Directors of IMS S.A. made on 17 September 2018, own shares of the Company acquired within Tranche 5 shall be intended for redemption. The Board of Directors will recommend to the coming General Meeting of the Company to redeem the own shares currently held and all other shares bought back by the Company by the end of 2018 under IMS S.A.’s Own Shares Buy-back Programme. The Issuer communicated this in current report ESPI 48/2018 of 17.09.2018.

The Issuer, pursuant to Article 364 paragraph 2 of the Commercial Companies Code, does not exercise its right to vote from shares held.

In line with Resolution No.26 of the AGM of 6 June 2018, the Company may still use for the purpose of own share acquisition the amount of PLN 3,581 thousand by 31 December 2019 at the latest.

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

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 12.10.2018 to 18.10.2018 the Company acquired, through IPOPEMA Securities S.A., 16,771 (sixteen thousand seven hundred and seventy-one) own shares at the average unit price of PLN 3.70. The total acquisition price, including the cost of acquisition, amounted to PLN 62,145.17.

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

• on 12.10.2018, 6,000 IMS S.A. shares were acquired constituting 0.0179% share in the share capital of the Company and 0.0179% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.71;
• on 15.10.2018, 3,889 IMS S.A. shares were acquired constituting 0.0116% share in the share capital of the Company and 0.0116% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.68;
• on 16.10.2018, 6,405 IMS S.A. shares were acquired constituting 0.0191% share in the share capital of the Company and 0.0191% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.69;
• on 17.10.2018, 120 IMS S.A. shares were acquired constituting 0.0004% share in the share capital of the Company and 0.0004% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.68;
• on 18.10.2018, 357 IMS S.A. shares were acquired constituting 0.0011% share in the share capital of the Company and 0.0011% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.70.

The detailed list of transactions conducted in the period from 12.10.2018 to 18.10.2018 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 335.42. The acquired block of 16,771 shares constitutes 0.0501% of Company share capital and gives 16,771 votes constituting 0.0501 % votes in the General Shareholder Meeting of the Company.

At present the Company holds in total 1,614,948 own shares, constituting 4.82% of Company share capital and giving 1,614,948 votes constituting 4.82% of votes in the General Shareholder Meeting of the Company. In line with the decision of the Board of Directors of IMS S.A. made on 17 September 2018, own shares of the Company acquired within Tranche 5 shall be intended for redemption. The Board of Directors will recommend to the coming General Meeting of the Company to redeem the own shares currently held and all other shares bought back by the Company by the end of 2018 under IMS S.A.’s Own Shares Buy-back Programme. The Issuer communicated this in current report ESPI 48/2018 of 17.09.2018.

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 41/2018 and 47/2018 reports informs that it signed today agreements to acquire 100% of shares of APR Sp. z o.o. with its registered office in Katowice (“APR”) and an investment agreement (“Agreement”) specifying the terms and conditions of settlements with previous shareholders and other major issues after the acquisition. The parties to the Agreement are: IMS S.A. as the purchaser, three natural persons holding together 100% shares in APR as sellers and the APR Company itself. The entire settlement shall be made in cash.

APR is a company operating for several years in the audiomarketing sector, whose business model is based on provision of music services to points of sale. At present APR has slightly over 3,000 locations to which it provides subscription audio services at home and abroad. After the acquisition, the Issuer’s Capital Group shall hold in total ca. 17,000 subscription locations.

For the Issuer, the acquisition of APR shall be a major step aimed at the consolidation of the sensory marketing market in Poland and further strengthening of the Issuer’s position as the market leader in Poland. Adding APR to the IMS Capital Group is also of key importance in view of considerable strengthening of the position of the Issuer’s Capital Group in the budget audiomarketing segment where the Issuer started to operate as of the beginning of this year and where most of the competitors operate.

The Board of Directors of the Issuer sees numerous synergies resulting from the acquisition of APR. The synergies include foremost the opportunity to launch to the part of APR clients a wide portfolio of services of IMS Group – aromamarketing, Digital Signage, audio advertising services, event services (income synergies). There are also significant opportunities regarding cost savings (cost synergies).

The acquisition of 100% of shares in APR is based on the earn-out model, on terms and conditions specified in the term sheet of 9 August 2018 (ESPI 41/2018 communication).

An extremely significant portion of the payment for the benefit of previous owners of APR (being at the same time the only members of the board of this company) depends on profits generated by APR for IMS Capital Group. The key provisions of the term sheet are as follows:

1. The Issuer paid to the previous owners of APR on account of the acquisition of all shares the total price of PLN 3,750,000.00 gross, i.e. PLN 1,250,000.00 gross for each of the previous APR shareholders.
2. An additional payment for shares depends on the net profit generated in the period from 01.07.2019 to 30.06.2020, i.e. in the period when APR is in the structure of the IMS Group. The payment shall range from PLN 1,550,000.00 gross, i.e. PLN 516,666.67 gross for each previous owner of APR if the net profit of at least PLN 700,000.00 is generated, to PLN 4,800,000.00 gross, i.e. PLN 1,600,000.00 gross for each of the previous owners of APR if the profit of at least PLN 1,600,000.00 is generated. The Issuer estimates that the net profit of APR in the period from 01.07.2019 to 30.06.2020 will amount to PLN 1.0 – 1.3 million.

For the purpose of the calculations indicated in paragraph 2 above, to specify the net profit, calculated in line with IFRS, all cost synergies after the acquisition of APR shares by IMS and a portion of the profit resulting from the sales of products and services of the previous IMS Group, i.e. the sales of advertising services as well as event, aromamarketing and Digital Signage services, are included. The portion of the net profit resulting from revenue from sales of products and services of the previous IMS Group may not exceed 20% of the net profit generated from previous activity of APR.

The Board of Directors of the Issuer estimates that the sum of payments mentioned in paragraphs 1 and 2 above will amount in total to ca. 5-8 times the net profit generated by APR for the IMS Group in the period from 01.07.2019 to 30.06.2020.

3. If APR fails to generated in the period from 01.07.2019 to 30.06.2020 the net profit of at least PLN 700,000.00 calculated in line with the rules specified above but at the same time higher than PLN 400,000.00, previous shareholders of APR shall pay for the benefit of IMS the total amount of PLN 300,000.00 (PLN 100,000.00 each of previous shareholders). If the profit generated in the above mentioned period is PLN 400,000.00 or lower, previous shareholders of APR shall pay for the benefit of IMS the total amount of PLN 750,000.00 (PLN 250,000.000 each of previous shareholders). All the above mentioned sums are secured by notary statements of submission to enforcement.
4. So as to additionally motivate previous shareholders of APR to achieve the best possible financial results in the coming years, the Issuer shall make an additional payment for the earlier acquired Shares, for the periods specified as below, to be shared equally among previous shareholders of APR:                                                                                                                                                                       i.      01.07.2020-30.06.2021 – 25% of the net profit of APR for this period,                                                                                                                                                                                                                          ii.     01.07.2021-30.06.2022 – 25% of the net profit of APR for this period,                                                                                                                                                                                                                          iii.    01.07.2022-30.06.2023 – 25% of the net profit of APR for this period,                                                                                                                                                                                                                          iv.    01.07.2023-30.06.2024 – 25% of the net profit of APR for this period.

The net profit means the net profit calculated in line with IFRS, without exclusions specified in paragraph 2 above.

5. The previous shareholders of APR being at the same time members of the board are guaranteed a seat on the board for the period of 5 years of the conclusion of the Agreement. The remuneration of the above mentioned members of the board is established based on the regulations for remunerating members of the board in the Issuer’s subsidiaries. The Issuer has the right to appoint the majority of the board of APR.
6. Each of the previous shareholders of APR signed today a non-competition agreement. The agreement provides for the non-competition obligation of five years of the termination of the collaboration of a given partner with the IMS Capital Group. The fine for the breach of the non-competition obligation shall be PLN 700,000.00.

Selected financial data of APR Sp. z o.o. (prepared in line with the Accounting Act , not reviewed by an auditor) for the last two completed financial years, i.e. 2017 and 2016 are as follows:

Year 2017

Revenue: PLN 2,342 thousand PLN
EBIT: PLN 455 thousand PLN
EBITDA: PLN 555 thousand PLN
Net profit: PLN 389 thousand PLN
Non-current assets: PLN 868 thousand PLN
Inventories: PLN 125 thousand PLN
Receivables: PLN 298 thousand PLN
Cash: PLN 129 thousand PLN
Equity: PLN 566 thousand PLN
Liabilities: PLN 879 thousand PLN

Year 2016

Revenue: PLN 1,078 thousand PLN
EBIT: PLN 69 thousand PLN
EBITDA: PLN 115 thousand PLN
Net profit: PLN 50 thousand PLN
Non-current assets: PLN 707 thousand PLN
Inventories: PLN 53 thousand PLN
Receivables: PLN 62 thousand PLN
Cash: PLN 56 thousand PLN
Equity: PLN 177 thousand PLN
Liabilities: PLN 707 thousand PLN

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 05.10.2018 to 11.10.2018 the Company acquired, through IPOPEMA Securities S.A., 16,685 (sixteen thousand six hundred and eighty-five) own shares at the average unit price of PLN 3.58. The total acquisition price, including the cost of acquisition, amounted to PLN 59,922.37.

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

• on 05.10.2018, 2,071 IMS S.A. shares were acquired constituting 0.0062% share in the share capital of the Company and 0.0062% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.43;
• on 08.10.2018, 6,184 IMS S.A. shares were acquired constituting 0.0185% share in the share capital of the Company and 0.0185% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.50;
• on 09.10.2018, 1,976 IMS S.A. shares were acquired constituting 0.0059% share in the share capital of the Company and 0.0059% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.62;
• on 10.10.2018, 1,257 IMS S.A. shares were acquired constituting 0.0038% share in the share capital of the Company and 0.0038% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.67;
• on 11.10.2018, 5,197 IMS S.A. shares were acquired constituting 0.0155% share in the share capital of the Company and 0.0155% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.71.

The detailed list of transactions conducted in the period from 05.10.2018 to 11.10.2018 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 333.70. The acquired block of 16,685 shares constitutes 0.0498% of Company share capital and gives 16,685 votes constituting 0.0498 % votes in the General Shareholder Meeting of the Company.

At present the Company holds in total 1,598,177 own shares, constituting 4.77% of Company share capital and giving 1,598,177 votes constituting 4.77% of votes in the General Shareholder Meeting of the Company. In line with the decision of the Board of Directors of IMS S.A. made on 17 September 2018, own shares of the Company acquired within Tranche 5 shall be intended for redemption. The Board of Directors will recommend to the coming General Meeting of the Company to redeem the own shares currently held and all other shares bought back by the Company by the end of 2018 under IMS S.A.’s Own Shares Buy-back Programme. The Issuer communicated this in current report ESPI 48/2018 of 17.09.2018.

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

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 28.09.2018 to 04.10.2018 the Company acquired, through IPOPEMA Securities S.A., 25,117 (twenty five thousand one hundred and seventeen) own shares at the average unit price of PLN 3.30. The total acquisition price, including the cost of acquisition, amounted to PLN 83,198.21.

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

• on 28.09.2018, 5,485 IMS S.A. shares were acquired constituting 0.0164% share in the share capital of the Company and 0.0164% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.24;
• on 01.10.2018, 4,143 IMS S.A. shares were acquired constituting 0.0124% share in the share capital of the Company and 0.0124% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.30;
• on 02.10.2018, 5,395 IMS S.A. shares were acquired constituting 0.0161% share in the share capital of the Company and 0.0161% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.32;
• on 03.10.2018, 5,999 IMS S.A. shares were acquired constituting 0.0179% share in the share capital of the Company and 0.0179% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.34;
• on 04.10.2018, 4,095 IMS S.A. shares were acquired constituting 0.0122% share in the share capital of the Company and 0.0122% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.31.

The detailed list of transactions conducted in the period from 28.09.2018 to 04.10.2018 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 502.34. The acquired block of 25,117 shares constitutes 0.0750% of Company share capital and gives 25,117 votes constituting 0.0750 % votes in the General Shareholder Meeting of the Company.

At present the Company holds in total 1,581,492 own shares, constituting 4.72% of Company share capital and giving 1,581,492 votes constituting 4.72% of votes in the General Shareholder Meeting of the Company. In line with the decision of the Board of Directors of IMS S.A. made on 17 September 2018, own shares of the Company acquired within Tranche 5 shall be intended for redemption. The Board of Directors will recommend to the coming General Meeting of the Company to redeem the own shares currently held and all other shares bought back by the Company by the end of 2018 under IMS S.A.’s Own Shares Buy-back Programme. The Issuer communicated this in current report ESPI 48/2018 of 17.09.2018.

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 1 October 2018 it received information on the registration on 26 September 2018 by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register of the amendment to the Articles of Association of the Company adopted by the Extraordinary Shareholder Meeting of the Company (“ESM”) on 31 July 2018 with Resolution No.5 in the scope of the change of the wording of their §6a.

The above mentioned amendment to the Articles of Association was introduced with regard to adopted by the ESM Resolution No.4 regarding the extension of the scope of authorisation of the Board of Directors of the Company to increase the share capital of the Company and at the same time to divest existing Shareholders of their pre-emptive rights.  The extended authorisation authorised the Board of Directors of IMS S.A. to increase the Company’s share capital by not more than PLN 100,000.00 by means of issuing of not more than 5,000,000 new series B bearer shares. The sole objective of the issuance of shares under the authorisation of the Board to increase the share capital as part of the target capital is to finance M&A (merger and acquisition) transactions, also by issuing IMS S.A. shares as payment for stocks, shares or organised part of enterprise of the taken-over (acquired) entity.

Attached to this report the Issuer submits the amended wording of §6a of the Articles of Association of the Company and the consolidated text of the Articles of Association including the above mentioned amendment.

At the same time, with regard to ESPI 46/2018 report of 7 September 2018, the Board of Directors of the Company informs that the Court did not take account of the application filed by OPERA Open Investment Fund with its registered office in Warsaw, Novo Open Investment Fund with its registered office in Warsaw and OPERA Specialist Open Investment Fund with its registered office in Warsaw, jointly represented by OPERA Towarzystwo Funduszy Inwestycyjnych S.A. with its registered office in Warsaw, to suspend registration proceedings conducted regarding the above mention Resolution No.4 and Resolution No.5 of the ESM of 31 July 2018 concerning the amendment to the Articles of Association of the Company.

Detailed legal basis: section 5 paragraph 1 and section 6 of the Regulation of the Minister of Finance on current and periodic information

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 5 of the Company Own Shares Buy-back Programme.   The resolution constitutes an attachment to this report.

As part of Tranche 5 shares will be acquired through an entity rendering investment services (a brokerage house). In Tranche 5 the Issuer intends to acquire not more than 100,000 shares and allots the sum of PLN 250,000.00 for this acquisition. Tranche 5 shall run from 28 September to 25 October 2018 (including this date) unless the funds allotted for the acquisition in Tranche 5 are completely exhausted earlier.

In line with the decision of the Board of Directors of IMS S.A. made on 17 September 2018, own shares of the Company acquired within Tranche 5 shall be intended for redemption. The Board of Directors will recommend to the coming General Meeting of the Company to redeem the own shares currently held and all other shares bought back by the Company by the end of 2018 under IMS S.A.’s Own Shares Buy-back Programme. The Issuer communicated this in current report ESPI 48/2018 of 17.09.2018.

The 5th Tranche of the Own Shares Buy-back 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.