The Board of Directors of IMS S.A. informs of the receipt on 21 September 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 Artur Czeszejko-Sochacki – regarding the acquisition and disposal shares of IMS S.A.

The notification constitutes an attachment to this report

The Board of Directors of IMS S.A. (“Company”, “Issuer”) informs that on 20th September this year agreements were signed with the Shareholders of the Company to sell in total 100,463 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 05.09.2018) was PLN 3.20. The total nominal value of acquired shares is PLN 2,009.26 (PLN 0.02 per each share). These shares represent 0.30% of the Issuer’s share capital and give right to 100,463 votes in the GM (0.30% of total votes).

In line with the Buy-back Programme and the Invitation to submit offers to dispose of shares, Shareholders have until 26th September 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 26th September 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 of shares is carried out pursuant to Resolution No.19 of 25 May 2017 with reference to Resolution No.26 of 6 June 2018 of the Annual General Meeting (“AGM”). The Own Shares Buy-back Programme was adopted by the Issuer’s Board of Directors with Resolution No.1 of 13 February 2018, and with Resolution No.1 of 29 June 2018 the Board of Directors of IMS S.A. reviewed the above mentioned Own Shares Buy-back Programme (of which the Company informed in ESPI report No.29/2018 of 29 June 2018). In line with the decision of the Board of Directors of IMS S.A. made on 17 September 2018, the acquired own shares of the Company 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.

In total in the 4th Tranche of the Own Shares Buy-back Programme (i.e. on 19.09.2018 and today) the Company signed with Shareholders agreements to sell 300,000 shares of the total nominal value of PLN 6,000.00, representing 0.90% of the Issuer’s share capital and giving right to 300,000 votes in the GM (0.90% of total votes).

Moreover, the Company holds 1,256,375 own shares (of the total nominal value of PLN 25,127.50; representing 3.75% of the Issuer’s share capital; giving right to 1,256,375 votes at the GM, i.e. 3.75% of total votes) acquired in the previous tranches of the Buy-back Programme.

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 3,832 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 S.A. (“Company”, “Issuer”) informs that on 19th September this year agreements were signed with the Shareholders of the Company to sell in total 199,537 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 05.09.2018) was PLN 3.20. The total nominal value of acquired shares is PLN 3,990.74 (PLN 0.02 per each share). These shares represent 0.60% of the Issuer’s share capital and give right to 199,537 votes in the GM (0.60% of total votes).

In line with the Own Shares Buy-back Programme and the Invitation to submit offers to dispose of shares, Shareholders have time till 26th September 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 26th September 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 of shares is carried out pursuant to Resolution No.19 of 25 May 2017 with reference to Resolution No.26 of 6 June 2018 of the Annual General Meeting (“AGM”). The Own Shares Buy-back Programme was adopted by the Issuer’s Board of Directors with Resolution No.1 of 13 February 2018, and with Resolution No.1 of 29 June 2018 the Board of Directors of IMS S.A. reviewed the above mentioned Own Shares Buy-back Programme (of which the Company informed in ESPI report No.29/2018 of 29 June 2018).  In line with the decision of the Board of Directors of IMS S.A. made on 17 September 2018, the acquired own shares of the Company shall be intended for redemption. The Board of Directors recommends 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.

Another date for the Company to conclude transactions to acquire shares shall be 20 September 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 today, acting based on the authorisation included in resolution No.19 of 9 June 2016 and resolution No.19 of 25 May 2017 with reference to resolution No.26 of 6 June 2018 of the Annual General Meeting of Shareholders of the Company regarding the authorisation of the Board of Directors to acquire own shares, adopted a resolution regarding the indication of the purpose of using own shares in the number of 1,256,375 (representing 3.75% of the share capital and giving right to 1,256,375 votes, 3.75% of all votes at the general meeting) acquired under the Company’s Own Shares Buy-back Programmes conducted in the mode specified in resolution No.1 of 26.09.2016, resolution No.1 of 13.02.2018 and resolution No.1 of 29.06.2018 of the Issuer’s  Board of Directors.

The Board of Directors of the Company decided to intend these shares for redemption.

The Board of Directors recommends to the coming General Meeting of the Issuer to redeem the own shares currently held and all other shares bought back by the Company by the end of 2018 under the Company’s Own Shares Buy-back Programme.

The Board of Directors of IMS S.A. (“Company”) with reference to current report No. 41/2018 of 9 August this year informs that today the Supervisory Board of the Company gave its consent to acquire 100% shares of APR Sp. z o.o. with its registered office in Katowice (“APR”) on the terms and conditions described in the term sheet of 9 August 2018 (the terms and conditions described in report 41/2018).

In the opinion of the Board of Directors, the transaction shall be finalized in the first days of October this year.

The Board of Directors of IMS S.A. („Company”, „Issuer”) informs that today it received communication on bringing 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 („Claimant”), to the Regional Court in Warsaw, 16th Commercial Division of an action to repeal pursuant to Article 422(1) of the Commercial Companies Code of resolution No.4 of the Extraordinary Shareholder Meeting of the Issuer of 31.07.2018 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 the existing Shareholders of their pre-emptive rights („Resolution No.4”) and resolution No. 5 of the Extraordinary Shareholder Meeting of the Issuer of 31.07.2018 regarding the amendment to the Articles of Association of the Company („Resolution No.5”) together with an application to suspend registration proceedings conducted regarding the above mentioned resolutions.

The text of the resolutions adopted by the Extraordinary Shareholder Meeting of the Issuer on 31.07.2018 was communicated to the public by means of Company’s current report No. 39/2018 of 31.07.2018.

In the opinion of the Board of Directors of the Company, the argumentation presented by the Claimant is not reflected in the actual state of affairs. In the case of judicial proceedings, the Board of Directors of the Company will take appropriate legal action so as to protect the legitimate interest of the Company.

Detailed legal basis:

Article 17(1)(10) of the Regulation on current and periodic information

In connection with current report No 42/2018 of 4 september 2018 and with regard to Resolution No.19 of 25 May 2017 in connection with Resolution No.26 of 6 June 2018 of the Annual General Meeting of Shareholders of IMS S.A., 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 4th Tranche of the Buy-back Programme.

Due to the afore, today the Board of Directors of the Company set the price (consideration) under the 4th Tranche of the Buy-back Programme at PLN 3.20 (say: three zloty 20/100) per share and the number of acquired shares at 300,000 (say: three hundred 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.

The Board of Directors of IMS S.A. (“Company”) informs that on 4 September 2018 pursuant to Article 69(1)(2)(a) of “The Act of 29 July 2005 on public offer and the conditions for introducing financial instruments to the organised trading system and on public companies” it received a notification from the funds managed by Trigon TFI S.A. represented by Trigon Towarzystwo Funduszy Inwestycyjnych S.A. (the Investment Funds Company) on the change in the current total shareholding of the investment funds managed by Trigon TFI S.A. in the total number of votes in IMS S.A. consisting in the drop below the 5% threshold of votes in the Company.

The transactions to acquire IMS S.A. shares cleared on 30 August this year resulted in the decrease of the shareholding of Trigon TFI from 6.79 % (2,273,490 IMS S.A. shares) to 1.46% (488,660 IMS S.A. shares) of the share capital of IMS S.A.

The Board of Directors of IMS S.A. (“Company”) informs that on 4 September 2018 pursuant to Article 69(1) in connection with Article 87(1)(2)(a) and 87(3)(b) of “The Act of 29 July 2005 on public offer and the conditions for introducing financial instruments to the organised trading system and on public companies” it received a notification from funds managed by OPERA Towarzystwo Funduszy Inwestycyjnych S.A. (the Investment Funds Company) and clients for whom the Investment Funds Company renders the service consisting in the management of a portfolio including one or more financial instruments represented by OPERA Towarzystwo Funduszy Inwestycyjnych S.A. on holding in total 4,233,164 shares of the Company which constitutes 12.64% of votes in the general meeting of the Company.

The transactions to acquire IMS S.A. shares cleared on 31 August this year resulted in the increase of the shareholding of OPERA TFI from 7.73% (2,454,700 IMS S.A. shares) to 12.64% (4,233,164 IMS S.A. shares) of the share capital of IMS S.A.