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 on 14th May 2024, 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 1.200.000 (one million two 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 2023), 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 sixteen employees and associates of the IMS Capital Group. The Management Board Members of IMS S.A. jointly received 630,000 subscription warrants and the employees and associates of the IMS Group also received 570,000 subscription warrants. The right to subscribe for shares in the new series may be exercised no later than by 31 July 2024. 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 2023 under Incentive Programme IV will be obliged not to dispose of them absolutely (lock-up) by 31.01.2026.
The aim of the 4th Incentive Programme was 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 IMS Group’s performance in 2023, both in terms of revenue and EBITDA, was a record in the organisation’s more than 20-year history.
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 2023.
The current allotment of share subscription warrants (for meeting targets in 2023) exhausts PM IV for 2021 – 2023. The share packages under the aforementioned Programme went to a very wide range of managers, salespeople and many other individuals important to the functioning of the entire organisation, providing a great incentive for above-average performance. It is worth noting that from the three previous share-based incentive programmes and the just-completed IS IV, approximately 70% of IMS Group personnel became owners of the allocated shares. In the opinion of the Board of Directors, such a wide distribution of shares to board members, managers, employees and associates of IMS Group companies will have a strong motivational effect in the coming years as well. Accordingly, the Management Board of IMS S.A. will not recommend to the Supervisory Board or the General Meeting of Shareholders the adoption of further share-based incentive programs in future years.