With reference to the ESPI report no 4/2022, the Management Board of IMS S.A. \(“Company”, “Issuer”) informs that on 9 June 2022. The Annual General Meeting of the Company (“AGM”) by Resolution No. 22 adopted amendments to the Incentive Scheme IV for 2021 – 2023 and approved the Rules of the Scheme. The Incentive Scheme IV for 2021 – 2023 for the members of the Management Board, managers, employees and collaborators of the companies of the IMS Capital Group was originally 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 (hereinafter: “Incentive Programme IV”)
The aim of Incentive Programme 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 Ordinary General Meeting of IMS S.A., taking into consideration the very positive results brought about by the functioning of the Incentive Scheme IV (as IMS S.A. and the IMS Group recorded a significant increase in the results for 2021, the number of subscription locations, which is crucial from the point of view of the Group’s operations, rose by a record), made amendments to the Incentive Scheme IV and to the content of the Rules and Regulations of the Incentive Scheme IV. The Ordinary General Meeting of the Company extended Incentive Programme IV by issuing a further maximum of 2,000,000 free, registered subscription warrants of series D, entitling their holders to subscribe for a maximum of 2,000,000 series D shares, as a result of which the Incentive Programme IV, extended pursuant to Resolution No. 22 of the Ordinary General Meeting, provides for the issuance of a total of up to 4,000,000 free registered subscription warrants of D series, entitling their holders to subscribe for not more than 4 000 000 D series shares, provided that a person appointed by the Supervisory Board, participating in the Incentive Programme IV, fulfils the criteria set forth in the Rules of the Incentive Programme IV. Taking into account the subscription warrants granted to eligible persons for the achievement of the objectives in 2021 (1,200,000 shares), a maximum of 2,800,000 shares will remain to be distributed in 2022 – 2023. The General Meeting also amended §4(2) of the PM IV Regulations – the parameter allowing for the distribution of shares at the discretion of the Supervisory Board in the event that the Board deviates from the general criterion for granting share options described in §4(1) of the PM IV Regulations was increased from a maximum of 15% to a maximum of 25% of the total pool of PM IV shares.
The Incentive Scheme IV in the form extended pursuant to Resolution No. 22 of the AGM of 09.06.2022 and the Rules of the Incentive Scheme IV in the wording amended by the aforementioned resolution will be applied in the execution of the aforementioned scheme in the years 2023-2024, i.e. within the scope of entitlements granted for the financial years – 2022 and 2023, respectively. The Ordinary General Meeting of Shareholders of the Company, following the indication of the Supervisory Board of the Company, confirmed that the execution of the Incentive Programme IV in 2022 (within the scope of entitlements granted for the financial year 2021) shall be performed according to the rules applicable hitherto, pursuant to the content of Resolution No. 8 of the Supervisory Board of the Company of 4 May 2022 (granting to entitled persons a total of 1 200 000 series D subscription warrants).
The consolidated text of the amended Rules of the Incentive Programme IV is attached to Resolution No. 22 of the Ordinary General Meeting of the Company of 09.06.2022.