ESPI 06/2022 Convening the Ordinary General Meeting of IMS S.A. for 09 June 2022

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.

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