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).

In connection with Resolution No. 19 of the Ordinary General Shareholder Meeting of IMS S.A. of 25 May 2017 and Resolution No. 1 of the Board of Directors of the Company of 13 February 2018, the Board of Directors of the Company submits the following schedule for the 2nd Tranche of the Own Share Buy-back Programme. Under the 2nd Tranche, the acquisition of own shares will take place by concluding transactions outside the organised trade as a result of presenting to shareholders an Invitation to submit Bids to Dispose of Shares.

At the same time, the Board informs that on 4 June this year it adopted a resolution regarding the price (consideration) proposal and the number of shares acquired under 2nd Tranche of the Buy-back Programme. The proposed number of shares which would be the subject matter of the Company’s acquisition is 640,000 (say: six hundred forty thousand) and the proposed price (consideration) is PLN 3.70 (say: three zloty 70/100) per share.  The shares which would be the subject matter of the acquisition under the 2nd Tranche of the Buy-back give right to 640,000 votes, constitute 1.91% of the share capital of the Company and give right to 1.91% of all votes in the General Meeting. The above mentioned proposal, in line with Resolution No. 19 of OGSM of 25 May 2017 will receive an opinion from the Supervisory Board of the Company.

The Board of Directors of IMS S.A. wants to emphasise the fact that 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).

The Board of Directors of IMS S.A. (“Company”, “Issuer”) submits the attached projected financial results of the IMS Capital Group for the financial year 2018.

The presented projections are in line with the mid-term objectives for years 2017-2019 adopted by the Board of Directors of the Company on 23 May 2016 and communicated by the Company to the public with current report ESPI 27/2016.

At the same time, the Issuer informs that he will adjust the projections if any of the projected parameters differs from the generated results by at least +/- 10%. The upward or downward adjustment of the pace of acquisition of new subscription locations and net profitability presented in ESPI 27/2016 report will occur only if it resulted in at least +/- 10% change in the revenue and profits of the IMS Group presented above.

The Company will assess the feasibility of pursuing projected parameters and it will make adjustments of the presented projections in quarterly cycles, if necessary.

Moreover, the Board maintains the implementation of the dividend policy assuming annual payment of dividend in the amount of at least 60% of the generated net profit attributable to shareholders of the parent company.

IMS Spółka Akcyjna (joint-stock company) 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 388  § 1 of the Commercial Companies Code and § 10 paragraph 3 (sentence one) of the Articles of Association of the Company convenes for 6th June 2018 an Ordinary General Shareholder Meeting of IMS S.A. which will be held in the registered office of the company at ul.  Puławska 366 at 12.00.

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 Chairman of the Ordinary General Meeting of the Company,
• Preparation of the attendance list and confirmation of the proper convocation of the Ordinary General Meeting and its ability to adopt resolutions,
• Election of the Tellers Committee,
• Adoption of the agenda of the Ordinary General Meeting of the Company,
• Review of the financial statements of the Company for 2017 including independent auditor’s report on the financial statements of the Company for the year 2017,
• Review of the Report of the Board of Directors on the operations of the Company for the year 2017,
• Review of the consolidated financial statements of the Company for 2017 including independent auditor’s report on the consolidated financial statements of the Capital Group of the Company for the year 2017,
• Review of the report on the operations of the Capital Group of the Company for the year 2017,
• Review of the report of the Supervisory Board of the Company on the results of the assessment of the financial statements of the Company and the report of the Board of Directors on the operations of the Company for the year 2017, the consolidated financial statements of the Capital Group of the Company and the report on the operations of the Capital Group of the Company for the year 2017 and the motion of Board of Directors regarding the distribution of Company’s net profit for 2017 as well as the motion of the Supervisory Board regarding the vote of discharge of duties to members of the Board of Directors of the Company for 2017,
• Adoption of a resolution regarding the approval of the financial statements of the Company for the year 2017,
• Adoption of a resolution regarding the approval of the report of the Board of Directors on the operations of the Company for the year 2017,
• Adoption of a resolution regarding the approval of the consolidated financial statements of the Capital Group of the Company for the year 2017,
• Adoption of a resolution regarding the approval of the report on the operations of the Capital Group of the Company for the year 2017,
• Adoption of a resolution regarding distribution of the Company’s net profit for 2017,
• Adoption of a resolutions regarding the vote of discharge of duties to the members of the Supervisory Board for 2017,
• Adoption of resolutions regarding the vote of discharge of duties to the members of the Board of Directors of the Company for 2017,
• Adoption of a resolution regarding appointment of new members of the Supervisory Board of the Company,
• Adoption of a resolution regarding the determination of the terms and conditions of remunerating of the Chairman of the Supervisory Board, the Secretary of the Supervisory Board and other members of the Supervisory Board of the Company,
• Adoption of a resolution regarding determination of the terms and conditions of remunerating of the Secretary of the Audit Committee of the Company and other members of the Audit Committee of the Company,
• Adoption of a resolution regarding the extension of the scope of authorization of the Board of Directors of the Company to acquire own shares of the Company and the specification of financial resources to finance the acquisition,
• Adoption of a resolution regarding authorisation of the Board of Directors to increase the share capital of the Company,
• Adoption of a resolution on amendments to the Articles of Association of the Company,
• Adoption of a resolution regarding determination and approval of the consolidated text of the Articles of Association of the Company,
• Any other business,
• Closing of the Ordinary General Shareholder Meeting of the Company.

In connection with current report 6/2018, the Board of Directors of IMS S.A. (“the Company”) informs that today the Supervisory Board of the Company adopted a resolution regarding positive assessment of the recommendation of the Board addressed to the General Shareholder Meeting concerning the payment of dividend out of 2017 profit in the amount of PLN 0.20 per share.

In line with the above mentioned recommendation, the amount allotted to be paid out as dividend to Shareholders will amount to not more than PLN 6,699,979.80.

The dividend will cover not more than 33,499,899 shares of the Company. Due to the fact that the Company holds its own shares and that the share buyback may continue (own shares do do participate in the dividend), the ultimate number of shares held by the Shareholders and giving right to dividend for 2017 as well as the amount of paid out dividend will be determined by the Board of Directors of the Company after the dividend has been approved by the Ordinary General Shareholder Meeting (“the OGSM”), as at the dividend record date.

The Board of Directors of IMS Spółka Akcyjna with its registered office in Warsaw (“the Company”) informs that in the period from 19.03.2018 to 20.03.2018 the Company acquired, through IPOPEMA Securities S.A., 2.036 (two thousand and thirty six) own shares at the average unit price of PLN 3.81. The total acquisition price, including the cost of acquisition, amounted to PLN 7,770.91.

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

• on 19.03.2018, 750 IMS S.A. shares were acquired constituting 0.0022% share in the share capital of the Company and 0.0022% votes in the General Shareholder Meeting. The average unit acquisition price was PLN 3.81;
• on 20.03.2018, 1,286 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 3.81;

The detailed list of transactions conducted in the period from 19.03.2018 to 20.03.2018 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 40.72. The acquired block of 2,036 shares constitutes 0.0061% of Company share capital and gives 2,036 votes constituting 0.0061 % 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.2 of the Board of Directors of IMS S.A. regarding the terms and conditions as well as the procedure to exercise Tranche 1 of the Company Own Share Buy-back Programme communicated in current report No. 4/2018 of 13 February 2018 informs that on 20 March this year the purchase of own shares conducted as part of Tranche 1 of the Company Own Share Buy-back Programme was completed (in line with the adopted schedule) and cleared based on Resolution No.19 of the Ordinary General Shareholder Meeting of IMS S.A.  (“the OGSM”) of 25 May 2017. Within this Tranche the Company acquired 21,551 shares of the total nominal value of PLN 431.02 constituting 0.06% of the share capital of the Issuer and giving right to 21,551 votes in the GM (0.06% of total votes). The average unit acquisition price was PLN 3.76 per share;

As at 21 March 2018 the Issuer holds 561,477 own shares of the nominal value of PLN 11,229.54 which constitute 1.68% of the share capital of the Issuer and give right to 561,477 votes in the GM (1.68% of total votes).

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

Pursuant to Resolution No.19 of the OGSM of 25 May 2017, the Company may still use for the purpose of own share acquisition the amount of PLN 2,419 thousand by 31 March 2019 at the latest.

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