The Board of Directors of IMS S.A. (“Company”) submits the list of shareholders holding at least 5% of votes in the Ordinary General Shareholder Meeting of the Company which took place on 29.06.2021, specifying the number of votes attributed to each of them on account of held shares and indicating their percentage share in the number of votes in this General Shareholder Meeting as well as in the total number of votes.

1) Dariusz Lichacz – number of held shares: 6,188,820, number of votes attached to the held shares: 6,188,820, which gave right to 34.01% votes in the Ordinary General Shareholder Meeting and constitutes 19.90% of the total votes;

2) Michał Kornacki – number of held shares: 5,470,000, number of votes attached to the held shares: 5,470,000, which gave right to 30.06% votes in the Ordinary General Shareholder Meeting and constitutes 17.59% of the total votes;

3) CACHEMAN LIMITED – number of held shares: 2,980,000, number of votes attached to the held shares: 2,980,000, which gave right to 16.38% votes in the Ordinary General Shareholder Meeting and constitutes 9.58% of the total votes;

4) Paweł Przetacznik – number of held shares: 2,154,110, number of votes attached to the held shares: 2,254,110, which gave right to 11.84% votes in the Ordinary General Shareholder Meeting and constitutes 6.93% of the total votes.

The Board of Directors of IMS S.A. (“Company”) presents attached the texts of resolutions adopted on 29.06.2021 by the Annual General Meeting.

At the same time, the Board of Directors of the Company informs that during the General Meeting no objections were made to the minutes of the meeting regarding adopted resolutions, no resolutions were voted and not adopted, and no item on the agenda was omitted from the examination.

 

Detailed legal basis:

Article 19 paragraph 1 point 6 and 7, 8, 9 of the Regulation on current and periodic information

The Board of Directors of IMS S.A. informs that on 29 June 2021 the Ordinary General Shareholder Meeting of IMS S.A. adopted the resolution regarding the payment of dividend for year 2020 in the amount of PLN 0.10 per share, i.e. PLN 3,109,908.60.

The dividend will cover 31,099,086 shares.

The Ordinary General Shareholder Meeting set the dividend record date at 6 July 2021, the dividend payment date is 20 July 2021.

 

Detailed legal basis:

Article 19 paragraph 2 of the Regulations of the Minister of Finance on current and periodic information published by issuers of securities and conditions for recognition as equivalent the information required by laws of non-EU member states.

Management Board of IMS S.A. (“Issuer”) informs that on 24th June this year investment agreements were signed concerning the acquisition of the capital in the subsidiary Closer Music Sp. z o.o. (‘the Company’, ‘Closer Music’), dealing with the development and commercialisation of its own music libraries. The company will issue and sell shares representing a total of 0.60% of the share capital to two new investors with many years of experience in managing investment funds for the amount of PLN 301.8 thousand, i.e. at the estimated valuation of 100% of Closer Music shares amounting to PLN 50 million. The parties have set the deadline for completion of the investment at the end of July 2021. The funds raised will be used to further expand Closer Music’s music libraries.

The issued number and % of shares for new investors take into account the already granted and not yet taken up shares from the Incentive Program for 2020 for the members of the management board of Closer Music and shares which will most probably be issued as part of the conversion of the Issuer’s loans granted to the Company (PLN 2 850 000 of loans from IMS S.A. for 40% of shares in Closer Music calculated taking into account this 40% of the issue – “post-money”, a favourable form of issue for the lender). However, if the Issuer did not exercise its right to convert the loans in whole or in part in the future, the investors shall be obliged to adequately, proportionally redeem the acquired shares at their nominal price or to make an appropriate, proportional additional payment for each of the acquired shares so that the valuation of Closer Music, agreed upon by the parties to the transaction, amounting to PLN 50 million, would be maintained.

The Agreement needs to be approved of the Issuer’s Supervisory Board and  the Closer Music General Meeting of Shareholders needs to adopt necessary resolutions for it to be implemented. In the event of refusal to issue the necessary approval or failure to adopt resolutions, the Agreement shall be automatically terminated, and its provisions shall have no legal effect.

The Issuer expects to raise further funding for Closer Music in the coming months. In particular, in the second to third quarter of 2022, the Issuer will seek to raise financing in the USA for a company related to Closer Music in the USA, which the Issuer intends to set up in the coming weeks to conduct activities identical to Closer Music Sp. z o.o. – i.e. construction and commercialisation of music libraries, in the United States, which is the largest music market in the world. Taking into account the prospects for companies creating music content and the related publicly available valuations of other companies in the broadly defined industry, as well as the consistent implementation of the Closer Music strategy, IMS S.A. expects the capitalisation of Closer Music in the next round of financing carried out in the United States to be at least several times higher than the current PLN 50 million.

With reference to the current report no 15/2021, the Management Board of IMS S.A. The Company herby informs that on this day, the Supervisory Board of the Company adopted a resolution on the positive assessment of the Management Board’s recommendation, addressed to the General Meeting, to pay a dividend from the profit for 2020 in the amount of PLN 0.7 per share.

In accordance with the above recommendation, the amount allocated for the payment of dividend to the Shareholders will be PLN 2,176,936.02

The dividend will cover 31,099,086 shares of the Company.

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 29 June 2021 the Ordinary General Meeting of the Company to be held at the Company’s registered office in Warsaw at ul. Puławska 366, for 09:00.

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 2020, including the independent auditor’s report on the audit of the Company’s financial statements for 2020,
• Review of the Management Board’s report on the Company’s activities for 2020,
• Review of the consolidated financial statements of the Company’s Capital Group for 2020, including the independent auditor’s report on the audit of the consolidated financial statements of the Company’s Capital Group for 2020,
• Examination of the report on activities of the Company’s Capital Group for 2020,
• 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 2020, the consolidated financial statements of the Company’s Capital Group and the report on the activities of the Company’s Capital Group for 2020 and the proposal of the Management Board on the distribution of the Company’s net profit for 2020 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 2020,
• Consideration of the 2019 and 2020 Directors’ and Officers’ Compensation Report, including the auditor’s evaluation,
• Adopting a resolution on the approval of the Company’s financial statements for 2020,
• Adoption of a resolution on the approval of the Management Board’s report on the Company’s activities for 2020,
• Adoption of a resolution on the approval of the consolidated financial statements of the Company’s Capital Group for 2020,
• Adoption of a resolution on the approval of the report on the activities of the Company’s Capital Group for 2020,
• Adoption of a resolution on the distribution of the Company’s net profit for 2020,
• Adoption of resolutions on granting discharge to members of the Supervisory Board of the Company for the performance of their duties in 2020,
• Adopting resolutions on granting discharge to members of the Company’s Management Board for the performance of their duties in 2020,
• 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 2019 and 2020 and to give an opinion on the report on remuneration of the members of the Management Board and Supervisory Board for 2019 and 2020,
• Free queries and requests,
• Closing of the Ordinary General Meeting of the Company.

Management Board of IMS S.A. (“Company”, “Issuer”), informs that it will recommend to the Supervisory Board and the Ordinary General Assembly (“AGM”) of the Company the payment of dividend for 2020 in the amount of 7 gr/share. The above mentioned recommendation means that the amount of PLN 2.176.936,02 will be allocated for payment to the Shareholders. The dividend rate, based on the closing price of 01/06/2021, is 1.94%. The dividend will cover 31,099,086 shares.

The above mentioned recommendation of dividend payment is a result of a broad analysis of the situation of the Company, IMS S.A. Capital Group and the economic environment. In particular, it concerns a stable, good financial situation of the Issuer, increase in the number of subscription locations and reviving revenues from advertising services. The aforementioned recommendation is also in line with the dividend policy pursued by the IMS Group, which provides that at least 60% of the consolidated net profit attributable to the parent company is distributed to shareholders on an annual basis.

If the recommended dividend is approved by the AGM, it will be the ninth year in a row, when the Company shares the profit with the Shareholders.

Management Board of IMS S.A. (“Company”, “Issuer”), with reference to the ESPI report 11/2021, informs that today it signed agreements for the acquisition of 100% of shares of Audio Marketing Sp. z o.o. with its registered office in Koszalin (“AM”) and an investment agreement (the “Agreement”) defining the terms of settlements with the existing shareholders and other important issues after the acquisition. The parties to the Agreement are: IMS S.A. as the purchaser, five natural persons holding jointly 100% of the shares in AM as the transferor and AM itself. The entire settlement will be made in cash.

AM is a company operating for 10 years in the audio-marketing industry, whose business model is based on delivering music services to points of sale. AM currently has approximately 7,600 locations to which it delivers subscription audio services domestically and internationally. This is a significantly higher number of locations (by more than 20%) than at the date of the term sheet, i.e. 31 March 2021. Following the acquisition, the Issuer Group will have a total of approximately 28,400 subscription locations.

The acquisition of AM is a very important step for the Issuer aiming at consolidation of the sensory marketing market in Poland and even stronger strengthening of the Issuer’s position as the market leader in Poland. The Management Board of the Issuer sees numerous synergies resulting from the acquisition of AM. These synergies include first of all the possibility to introduce to some of AM’s clients a wide portfolio of IMS Group services – aromamarketing, Digital Signage, audio advertising services (revenue synergies). There are also significant opportunities for cost savings (cost synergies).

The acquisition of 100% of the shares in AM follows an earn – out model, on terms identical to those described in the term sheet dated 31 March 2021. (ESPI announcement 11/2021).

A very significant part of the consideration to the existing owners of AM (all of whom will continue to work for AM or cooperate with the company) will depend on the profits that AM will generate for the IMS Group. The key provisions of the Agreement are as follows:

1. The Issuer paid to the existing owners of AM for the acquisition of 100% of the shares a total gross price of PLN 4,250,000.00.

2. Additional payment for the shares will depend on the net profit earned in the period from 1 January 2022 to 31 December 2022, i.e. in the period when AM will be part of the IMS Group structures. This payment varies between PLN 1,550,000.00 gross to be distributed to all existing owners of AM with a net profit of at least PLN 750,000.00 to PLN 6,500,000.00 gross to be distributed to all existing owners of AM with a net profit of at least PLN 1,750,000.00.

For the purposes of the calculations indicated in para. 2 above, to determine the net profit, calculated in accordance with IFRS, all cost synergies following the acquisition by IMS of shares in AM are taken into account, as well as the part of the profit resulting from the sale of products and services of the existing IMS Group, i.e. from the sale of advertising, aromamarketing and digital signage services. The portion of the net profit derived from the sale of products and services of the existing IMS Group may not exceed 20% of the net profit derived from the existing operations of AM.

The Management Board of the Issuer estimates that the sum of payments mentioned in points 1 and 2 will amount in total to approximately 5-8 times AM’s net profit for the IMS Group in the period 01.01.2022 to 31.12.2022.

1. In case when AM does not generate in the settlement period at least PLN 750,000.00 net profit calculated according to the rules described above but at the same time generates net profit equal or higher than PLN 500,000.00, the existing shareholders of AM will pay to IMS a guarantee amount of PLN 500,000.00 in total. In case of generating the net profit in the settlement period lower than 500,000.00 PLN the existing shareholders of AM will pay to IMS the guarantee amount in total amount of 1,000,000.00 PLN. All the aforementioned amounts are secured by notarial statements on submission to enforcement.
2. In order to further motivate the existing shareholders of AM to achieve the best possible financial results in subsequent years, the Issuer will make an additional payment for the previously acquired Shares, for the periods specified below, to be distributed among the existing shareholders of AM:

1.      01.01.2023-31.12.2023 – 17,5% of AM net profit for this period,
   ii.       01.01.2024-31.12.2024  – 17,5% of AM net profit for this period,
   iii.      01.01.2025-31.12.2025  – 17,5% of AM net profit for this period,
   iv.      01.01.2026-31.12.2026  – 17,5% of AM net profit for this period,

Net profit means net profit calculated in accordance with IFRS, without the exclusions described in para 2 above.

1. The existing shareholders of AM are guaranteed employment, regardless of its legal form, for a period of 5 years from the signing of the investment agreement. Two existing members of the Management Board of AM (who are also existing shareholders) are guaranteed a seat on the Board for the aforementioned period of 5 years. The Issuer has the right to appoint a majority of the Management Board in AM. The remuneration of the existing partners after the merger is determined based on the average remuneration of these persons for the years 2019 and 2020.
2. In the event that AM or any of the existing shareholders does not proceed with the conclusion of the relevant investment agreement on the terms agreed in the term sheet document for any reason, each of the existing shareholders of AM shall pay, independently of the others, to the Issuer a guarantee penalty of PLN 150,000.00. The total guarantee penalty payable by all existing shareholders amounts to PLN 750,000.00. The above claims are secured by notarial statements on submission to execution. Additionally, the above claims are guaranteed for the total amount of PLN 750,000.00 by AM company (notarial statement on submission to enforcement).
3. Each of the existing AM partners has today signed a non-competition agreement. The agreement provides for a non-competition clause for a period of 5 years after the termination of cooperation with the IMS Group by a given partner. The penalty for breach of the non-compete agreement is PLN 700,000.00.

The acquisition of Audio Marketing Sp. z o.o. fits perfectly into the development strategy of the Issuer’s Capital Group. It will add approx. 7,600 subscription locations to the Group’s customer portfolio, largely medium- and small-format FMCG locations not significantly affected by COVID-19 restrictions.  AM has done very well – as did APR Sp. z o.o., which was acquired by the Issuer in October 2018. – has coped with the coronavirus crisis, posting earnings growth at every level and very good liquidity in 2020. The AM acquisition itself is completed on a model and terms almost identical to those of APR Sp. z o.o.