Biographies of Members of the Supervisory Board – DOWNLOAD

Management Board of IMS S.A. (“Issuer”, “Company”) announces that the Annual General Meeting of the Company on 28 June 2023, appointed the Supervisory Board for a new joint term of 5 years, effective 28 June 2023.

The appointed members of the Supervisory Board are:

– Mr Wiesław J. Rozłucki;

– Mr Artur G. Czeszejko-Sochacki;

– Mr Jarosław P. Dominiak;

– Mr Andrzej Chajec;

– Mr Jarosław Grzywiński.

The newly appointed Member of the Company’s Supervisory Board is Mr Jarosław Grzywiński.

None of the Members of the Supervisory Board is engaged in any activities competitive to IMS S.A.’s business, does not participate in a competitive business as a partner in a partnership under civil law or another type of partnership, is not a member of a governing body of an incorporated company or any other legal entity which would conduct activities competitive to IMS S.A.’s business. None of the Members of the Supervisory Board has been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register and has been entered in the National Register of Debtors maintained pursuant to the Act on the National Register of Debtors of 6 December 2018.

Attached to this report, the Company provides information on the educational background, qualifications and positions previously held, together with a description of the career history of the newly appointed Supervisory Board Members. 

Detailed legal basis:

§5 point 5 in connection with §10 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

The Management Board of IMS S.A. announces that on 28 June 2023 the Ordinary General Meeting of IMS S.A. adopted a resolution on the payment of dividend from the profit for 2022 in the amount of 21 groszy per share, i.e. in the amount of PLN 6.781.758,06.

The dividend will cover 32.294.086 shares.

The Ordinary General Meeting set the dividend date as 05 July 2023, the dividend payment date as 19 July 2023.

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.

The Management Board of IMS S.A. with its registered office in Warsaw (the “Company”) announces that on 28 June 2023, Mr Jarosław Parczewski submitted his resignation as Member of the Company’s Supervisory Board, with immediate effect.

The resignation submitted does not contain information on the reasons for it.

Detailed legal basis: § 5(4) and § 9 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.

With reference to current report no. 23/2022 of 25 October 2022, the Management Board of IMS S.A. (“Issuer”, “Company”) informs that the parties to the letter of intent are still holding talks on future cooperation. The Issuer will inform about their completion in a separate report.

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 2022 in the amount of 20 gr/share. The above mentioned recommendation means that the amount of PLN 6.458.817,20 will be allocated for payment to the Shareholders. The dividend rate, based on the closing price of 30/05/2023, is 6.5%. The dividend will cover 32,294,086 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 eleventh year in a row, when the Company shares the profit with the Shareholders.

With reference to the current reports ESPI 2/2021 of 24/01/2021; ESPI 8/2021 of 02/03/2021, ESPI 4/2022 of 04/05/2022, ESPI 9/2022 of 09/06/2022 and ESPI 8/2023 of 15/05/2023, 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. The Information Document is attached to this report.

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 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, as subsequently amended by the Supervisory Board of the Company on 4 May 2022, which was approved by Resolution No. 22 of 9 June 2022 of the Annual General Meeting of the Company, granted a total of 1,600,000 (one million six hundred thousand) subscription warrants entitling the holder 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 2022), subscription warrants were granted to four Members of the Management Board of IMS S.A., seven members of the Management Boards of subsidiaries belonging to the IMS Capital Group and twenty-eight employees and associates of the IMS Capital Group. The Management Board Members of IMS S.A. jointly received 750,000 subscription warrants and the employees and associates of the IMS Group also received 850,000 subscription warrants. The right to subscribe for shares in the new series may be exercised no later than by 31 July 2023. Acquisition of shares by the eligible person will take place upon submission of the required documents and payment of 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 in the period 01.04.2020 to 31.12.2020, including an 80% discount). The person acquiring shares for 2022 under Incentive Programme IV will be obliged not to dispose of them absolutely (lock-up) by 31.01.2025.

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 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 9/2022 of 09.06.2022

The cost of the share options granted, in accordance with IFRS 2, was recognised in the consolidated annual report for 2022.