With reference to Resolution No. 19 of 25 May 2017 and in connection with Resolution No. 26 of 6 June 2018 of the Annual General Meeting of IMS S.A. (“AGM”), the Board of Directors of IMS S.A. (“Company”, “Issuer”) provides attached the following:
– resolution No. 1 of the Board of Directors of IMS S.A. of 28 June 2018 regarding the adoption of the update of the Company Own Shares Buy-back Programme adopted with Resolution No. 1 of the Board of Directors of IMS S.A. on 13 February 2018 – resolution No. 1 contains the consolidated text of the Own Shares Buy-back Programme;
– resolution No. 2 of the Board of Directors of IMS S.A. of 28 June 2018 regarding the terms and conditions as well as the procedure to exercise Tranche 3 of the Company Own Shares Buy-back Programme.
The update of the Own Shares Buy-back Programme results from Resolution No. 26 of 6 June 2018 adopted by the AGM and refers to:
– authorisation of the Board of Directors of IMS S.A. to acquire another 2,000,000 own shares of the Company;
– transferring additional PLN 5,000,000 to acquire the above mentioned own shares;
– extending the deadline to acquire own shares by 31 December 2019;
In line with the updated, consolidated text of the Own Shares Buy-back Programme, the objective of the Programme in force is the acquisition by the Company of not more than 3,000,000 own shares so as to:
– redeem them, or
– intend them for resale, or
– intend them for another legitimate purpose indicated by the Board of Directors of the Company.
The AGM allotted in total PLN 7,500,000.00 to acquire own shares, including apart from the price of the own shares also the costs of acquiring them. After being updated, the Programme shall run till 31 December 2019; however, no longer than the funds allotted to acquire the shares are exhausted. The Board of Directors of the Company, acting in the best interest of the Company, after consulting the Supervisory Board of the Company is authorised to:
– cease the acquisition of Shares before 31 December 2019 or before all the funds allotted for their acquisition are exhausted,
– resign from acquiring the Shares in whole or in part.
The Programme shall be carried out in tranches executed in the period specified above.
As part of Tranche 3 shares shall be acquired through an entity rendering investment services (a brokerage house). In Tranche 3 the Issuer intends to acquire not more than 300,000 shares and allots for the acquisition the amount of PLN 750,000. Tranche 3 shall run from 2 July to 27 July 2018 (including this date) unless the funds allotted for the acquisition of Tranche 3 are completely exhausted earlier.