ESPI 13/2022 Signing a significant investment agreement

Management Board of IMS S.A. (“Issuer”) informs that on 23th June this year another an investment agreement was signed concerning the acquisition of 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 to the investor shares constituting in total 0.38% of the share capital for the amount of PLN 152 thousand, i.e. at the estimated valuation of 100% of Closer Music shares amounting to PLN 40 million. The buyer of the shares is, for the second time, the Vice-President of the Board and Sales Director of the Issuer, who is involved in the development and market position building of Closer Music. The previous transaction, also amounting to PLN 152 thousand for 0.38% of shares, took place in July 2021. The funds raised now will be used to build a website enabling the sale of music licences in various segments of music content monetisation.

In order to be implemented, the agreement requires the necessary resolutions to be passed by the Closer Music Shareholders’ Meeting. If the resolutions are not adopted, the agreement will automatically be terminated and its provisions will have no legal effect.

ESPI 12/2022 Content of the resolutions passed by the Ordinary General Meeting of IMS S.A. on 09.06.2022.

Management Board of IMS S.A. (“the Company”, “the Issuer”) provides the contents of the resolutions adopted on 09.06.2022 by the Annual General Meeting (“OGM”) as an attachment. At the same time, the Management Board of the Company informs that during the OGM, there were no resolutions put to vote and not adopted and no waiver was made from the consideration of any of the items on the agenda. Moreover, the Issuer informs that the proxy of Opera Towarzystwo Funduszy Inwestycyjnych S.A. acting on behalf of: NOVO Open Investment Fund sub-fund Novo Balanced Growth; NOVO Open Investment Fund sub-fund Novo Stable Growth; OPERA SFIO sub-fund Opera Alfa-plus,pl; NOVO Open Investment Fund sub-fund Novo Shares; OPERA PI FIZ; OPERA MP FIZ; NOVO Open Investment Fund sub-fund Novo Active Allocation; OPERA SFIO sub-fund OPERA Beta-plus,pl; OPERA NGO Specialised Open Investment Fund; NOVO Open Investment Fund subfund Novo Small and Medium-sized Companies; OPERA Open Investment Fund subfund Opera Universa,pl; OPERA Open Investment Fund subfund Equilibrium,pl; OPERA Za 3 Grosze Closed Investment Fund (the Company’s shareholders), objected to resolutions 5; 19; 20; 21; 22; 23; 24; 25; 26.


 The objections were entered into the minutes of the Annual General Meeting.

ESPI 11/2022 List of shareholders holding at least 5% of votes at the Annual General Meeting of IMS S.A. on 09.06.2022

Management Board of IMS S.A. (“the Company”) announces the list of shareholders holding at least 5% of votes at the Ordinary General Meeting of the Company held on 09.06.2022, specifying the number of votes to which each of them is entitled under the shares held and indicating their percentage share in the number of votes at this General Meeting and in the total number of votes.

  • Dariusz Lichacz – number of shares held: 6,188,820, number of votes attributable to shares held: 6,188,820, which entitled to 28.02% of votes at the Annual General Meeting and constitutes 19.90% of the total number of votes;
  • Michał Kornacki – number of shares held: 5.474.000, number of votes attributable to shares held: 5.474.000, which entitled to 24.78% of votes at the Annual General Meeting and constitutes 17.60% of the total number of votes;
  • Funds/Subfunds managed by Opera TFI S.A.(including: NOVO Open Investment Fund Subfund NOVO Balanced; NOVO Open Investment Fund Subfund NOVO Stable Growth; OPERA SFIO Subfund OPERA ALFA-PLUS.PL; NOVO Open Investment Fund Subfund NOVO Shares; OPERA PI FIZ; OPERA MP FIZ; NOVO Open Investment Fund Subfund NOVO Active Allocation; OPERA SFIO Subfund OPERA BETA-PLUS. PL; OPERA NGO Specialized Open Investment Fund; NOVO Otwarty Fundusz Inwestycyjny Otwarty Subfund NOVO Małych i Średnich Spółek; OPERA Fundusz Inwestycyjny Otwarty UNIVERSA.PL; OPERA Fundusz Inwestycyjny Otwarty EQUILIBRIUM.PL; OPERA ZA 3 GROSZE Fundusz Inwestycyjny Zamknięty) holding a total of 3,674,870 shares, representing 3,674,870 votes, which constituted 16.64% of votes at the Annual General Meeting and 11.82% of the total number of votes
  • CACHEMAN LIMITED – number of shares held: 2.982.000, number of votes attributable to shares held: 2.982.000, which entitled to 13.50% of votes at the Annual General Meeting and constitutes 9.59% of the total number of votes;
  • Paweł Przetacznik – number of shares held: 2.000.110, number of votes attributable to shares held: 2,000,110, which entitled to 9.06% of votes at the Annual General Meeting and constitutes 6.43% of the total number of votes.

ESPI 10/2022 Payment of dividend

The Management Board of IMS S.A. announces that on 9 June 2022 the Ordinary General Meeting of IMS S.A. adopted a resolution on the payment of dividend from the profit for 2021 in the amount of 18 groszy per share, i.e. in the amount of PLN 5,597,835.48.

The dividend will cover 31,099,086 shares.

The Ordinary General Meeting set the dividend date as 17 June 2022, the dividend payment date as 24 June 2022.

 

Detailed legal basis:

  • 19, item 2 of the Regulation of the Minister of Finance on current and periodic information to be published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.

ESPI 9/2022 Adoption by the General Meeting of Shareholders of the Company of the amended Incentive Programme IV for the years 2021 – 2023

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.

ESPI 8/2022 Opinion of the Supervisory Board on the Management Board’s recommendation to pay dividends

With reference to the current report no 5/2022, the Management Board of IMS S.A. The Company herby informs that on 2 June 2022, 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 2021 in the amount of PLN 0.18 per share.

In accordance with the above recommendation, the amount allocated for the payment of dividend to the Shareholders will be PLN 5,597,835.48.

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