Management Board of IMS S.A. (“Company”, “Issuer”) informs that on 23 January this year. The Supervisory Board adopted the Rules of the “Incentive Scheme IV for 2021 – 2023, for the members of the Management Board, managers, employees and associates of the companies of the IMS Capital Group” (“Regulations of Incentive Programme IV”; “Regulations IV”), based on managerial options. The aim of Incentive Scheme IV, addressed to the Members of the Management Board of IMS S.A. as well as to the managers, employees and co-operators of the companies in the IMS S.A. Capital Group, is to create an additional, strong motivating tool for the achievement of very ambitious goals through such actions as the acquisition of highly valuable entities, the generation of high sales from the current products and services, and the acquisition of new customers and new markets, which should have a significant effect on the share price of IMS S.A. The creation of significant incentives for the members of the Management Board, managers, employees and associates of the IMS Group to create solutions that improve the financial performance of the IMS Group and the strong association of the best personnel with the companies of the IMS Group, which becomes even more important in view of the SARS-CoV-2 coronavirus pandemic and its impact on the economic reality in Poland and worldwide, should lead to the implementation of ambitious plans to rebuild the revenues and profits of the IMS Group and, as a result, to an increase in the value of IMS S.A. shares.
The Incentive Programme IV provides for obtaining the right to acquire, by the persons participating in it, for a total of not more than 2,000,000 shares of a new series (which accounts for a maximum of 6.36% of the current share capital during 3 years of the Incentive Programme IV), on condition that these persons meet the criteria set forth in the Programme IV Regulations, at the issue price equal to the arithmetic mean of the closing prices of the shares of IMS S. A. on the Warsaw Stock Exchange in the period 01.04.2020-31.12.2020 taking into consideration 80% discount, i.e. the issue price of PLN 0.51 per share. The general criterion for the obtaining of the right to acquire shares for a given financial year in the period 2021 – 2023 (“acquisition period”) for all participating persons is to remain in a business relationship with one of the IMS Capital Group companies for at least three months in the given acquisition period and for the IMS Capital Group to achieve the EBITDA results specified in the Programme IV Regulations. The detailed criterion is the significant influence of the participating persons on the activity of the Group’s companies, the assessment of which is performed by the Supervisory Board, and in the case of persons who are not members of the Management Board, the Supervisory Board’s assessment will be preceded by a written motion of the Management Board justifying the selection of a given person. The right to acquire shares under Incentive Programme IV will be exercised in the form of subscription warrants issued by the Company. One warrant will entitle to acquire one share. Participants of Incentive Programme IV will be obliged not to sell acquired shares (lock – up) for 18 (eighteen) months from 31 July of the year following the given purchase period. At the same time, the Company’s Supervisory Board recommended to the Issuer’s Management Board that the Company’s General Meeting be convened in the first quarter of 2021, with the agenda including: 1) Adoption of the “Incentive Scheme for members of the Management Board, managers, employees and associates of the companies of the IMS Capital Group for 2021-2023” and approval of the “Rules of the Incentive Scheme for 2021-2023”; 2) Adoption of the issue of registered subscription warrants, with simultaneous deprivation of the pre-emptive rights of the existing Shareholders of the Company to the subscription warrants; 3) Conditional increase in the share capital of the Company through the issue of shares of a new series with simultaneous deprivation of the pre-emptive rights of the existing Shareholders of the Company to the shares and authorization of the 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 the above 4) Amendments to the Company’s Articles of Association in relation to the conditional share capital increase; 5) Establishing the uniform text of the Company’s Articles of Association. The condition for the entry into force of Incentive Programme IV is the effective adoption of the above mentioned resolutions by the General Meeting of the Company.
At the same time, the Management Board of the Company announces that it will not recommend to the Supervisory Board the allocation of shares for 2020 under Incentive Programme III for the years 2018 – 2020. Thus, 500,500 shares out of the 1,500,000 available for the entire Programme III have been used.