ESPI 21/2023 Acquisition of shares under Incentive Programme IV for 2021 – 2023 – change in the amount of share capital

The Management Board of IMS S.A. announces that on 30 June 2023, persons entitled under the Incentive Programme IV Regulations for 2021 – 2023, 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, subsequently amended by the Supervisory Board of the Company on 4 May 2022, which was approved by Resolution No. 22 of 9 June 2022 of the Ordinary General Meeting of the Company, subscribed for series D shares. The shares were subscribed for by the holders of subscription warrants, the granting of which under the aforementioned Programme was announced by the Company in current report No. 8/2023 of 15 May 2023. 

Under the aforementioned Incentive Programme, for 2022, eligible persons subscribed for a total of 959,000 D series shares. The issue price of D series shares, in accordance with the Incentive Programme regulations, was PLN 0.51 per share. The right to acquire D series shares may be exercised no later than 31 July 2023. Persons who have taken up D series shares are obliged to absolutely not dispose of the acquired shares until 31 January 2025.

With the acquisition of the shares, the share capital of IMS S.A. was increased by PLN 19.190,00. Following the increase, the Company’s share capital amounts to PLN 665,071.72 and is divided into 33,253,586 ordinary bearer shares, including:

– 30,598,586 A series shares;

– 500,500  C series shares;

– 2,154,500 D series shares.

D Series shares subscribed for represent a total of 2.97% of the share capital before the increase and 2.97% of the total number of votes. The total number of votes at the Company’s General Meeting as a result of the share capital increase is now 33.253.586. The remaining amount of the conditional share capital increase registered by the Company’s competent registry court after the issuance of the above-mentioned shares is PLN 36.910.

Upon completion of the Incentive Programme IV for 2022, the Company will take steps to register them and introduce them to trading on the regulated market.

 

Detailed basis: paragraph 5 item 8 and paragraph 13 RMF of the Regulation on current and periodic information

ESPI 20/2023 Appointment of the Management Board of IMS S.A. for a new joint term of office

Biographies of Members of the Management Board – DOWNLOAD

Management Board of IMS S.A.  (“Issuer”, “Company”) announces that the Supervisory Board of the Company, on 28 June 2023, appointed the Management Board for a new joint 5-year term of office.

The appointed members of the Management Board are:

– Mr Michał Kornacki – President of the Management Board;

– Mr Dariusz Lichacz – Vice-President of the Management Board;

– Mr Wojciech Piwocki – Vice-President of the Management Board;

– Mr Piotr Bielawski – Vice-President of the Management Board.

None of the Members of the Management Board is engaged in any activities competitive to IMS S.A.’s business, does not participate in a competitive business as a partner in a partnership under civil law or another type of partnership, is not a member of a governing body of an incorporated company or any other legal entity which would conduct activities competitive to IMS S.A.’s business. None of the Members of the Management Board has been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register and has been entered in the National Register of Debtors maintained pursuant to the Act on the National Register of Debtors of 6 December 2018.

Attached to this report, the Company provides information on the educational background, qualifications and positions previously held, together with a description of the career history of the newly appointed Board Members.

 

Detailed legal basis:

  • 5 point 5 in connection with §10 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 19/2023 List of shareholders holding at least 5% of votes at the Annual General Meeting of IMS S.A. on 28.06.2023

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 28.06.2023, 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.

1) Dariusz Lichacz – number of shares held: 6,188,820, number of votes attributable to shares held: 6,188,820, which entitled to 46.15% of votes at the Annual General Meeting and constitutes 19.16% of the total number of votes;

2) CACHEMAN LIMITED – number of shares held: 3.380.490, number of votes attributable to shares held: 3.380.490, which entitled to 25.21% of votes at the Annual General Meeting and constitutes 10.47% of the total number of votes;

3) Paweł Przetacznik – number of shares held: 2.012.110, number of votes attributable to shares held: 2.012.110, which entitled to 15.00% of votes at the Annual General Meeting and constitutes 6.23% of the total number of votes;

4) Przemysław Świderski – number of shares held: 900.000, number of votes attributable to shares held: 900.000, which entitled to 6.71% of votes at the Annual General Meeting and constitutes 2.79% of the total number of votes.

ESPI 18/2023 Content of the resolutions passed by the Ordinary General Meeting of IMS S.A. on 28.06.2023.

Management Board of IMS S.A. (the “Company”, the “Issuer”) provides the contents of the resolutions adopted on 28.06.2023 by the Ordinary General Meeting (the “OGM”) and the contents of the voting documents as attached.

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. There were no objections to the minutes during the OGM.

 

Detailed legal basis:

  • 19 (1) (6) and (7), (8), (9) of the Regulation on current and periodic information

ESPI 17/2023 Appointment of the Supervisory Board for a new joint term of office and appointment of a new Member of the Supervisory Board of IMS S.A.

Biographies of Members of the Supervisory Board – DOWNLOAD

Management Board of IMS S.A. (“Issuer”, “Company”) announces that the Annual General Meeting of the Company on 28 June 2023, appointed the Supervisory Board for a new joint term of 5 years, effective 28 June 2023.

The appointed members of the Supervisory Board are:

– Mr Wiesław J. Rozłucki;

– Mr Artur G. Czeszejko-Sochacki;

– Mr Jarosław P. Dominiak;

– Mr Andrzej Chajec;

– Mr Jarosław Grzywiński.

The newly appointed Member of the Company’s Supervisory Board is Mr Jarosław Grzywiński.

None of the Members of the Supervisory Board is engaged in any activities competitive to IMS S.A.’s business, does not participate in a competitive business as a partner in a partnership under civil law or another type of partnership, is not a member of a governing body of an incorporated company or any other legal entity which would conduct activities competitive to IMS S.A.’s business. None of the Members of the Supervisory Board has been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register and has been entered in the National Register of Debtors maintained pursuant to the Act on the National Register of Debtors of 6 December 2018.

Attached to this report, the Company provides information on the educational background, qualifications and positions previously held, together with a description of the career history of the newly appointed Supervisory Board Members. 

 

Detailed legal basis:

§5 point 5 in connection with §10 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 16/2023 Payment of dividend

The Management Board of IMS S.A. announces that on 28 June 2023 the Ordinary General Meeting of IMS S.A. adopted a resolution on the payment of dividend from the profit for 2022 in the amount of 21 groszy per share, i.e. in the amount of PLN 6.781.758,06.

The dividend will cover 32.294.086 shares.

The Ordinary General Meeting set the dividend date as 05 July 2023, the dividend payment date as 19 July 2023.

 

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 15/2023 Resignation of a Member of the Supervisory Board

The Management Board of IMS S.A. with its registered office in Warsaw (the “Company”) announces that on 28 June 2023, Mr Jarosław Parczewski submitted his resignation as Member of the Company’s Supervisory Board, with immediate effect.

The resignation submitted does not contain information on the reasons for it.

Detailed legal basis: § 5(4) and § 9 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.

ESPI 14/2023 Signing of letter of intent – information update

Further to the current report no. 23/2022 of 25 October 2022 and report no. 11/2023 of 31 May this year. Management Board of IMS S.A. (“Issuer”) announces that DMI and Closer Music (“CM”) have today signed an agreement under which a Closer Music recording studio will be established at DMI’s facility in Las Vegas, USA, from the beginning of July.

Music production will take place in collaboration with artists and professionals recommended by DMI. The agreement is for a period of one year with an option for Closer Music to extend it for a further year. Thus, points 1-4 of the Letter of Intent will not be implemented; regarding points 5-6, the parties are still negotiating. Taking into account the current state of development of Closer Music and the current needs of CM, an own music studio in the USA is a much better solution than realising the aforementioned points 1-4 of the Letter of Intent.

In the Issuer’s opinion, the establishment of its own music studio in the USA, in cooperation with such a renowned partner as DMI, opens the way for Closer Music to produce music content of an even higher standard and to promote the Closer Music brand very widely. The Issuer’s management is confident that this will boost the revenue generated by the recently launched Closer Music sales application, available for download on digital distribution platforms and on the www.Closermusic.com.

ESPI 13/2023 Opinion of the Supervisory Board on the Management Board’s recommendation to pay dividends

With reference to the current report no 10/2023, the Management Board of IMS S.A. The Company herby informs that on 20 June 2023, 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 2022 in the amount of PLN 0.20 per share.

In accordance with the above recommendation, the amount allocated for the payment of dividend to the Shareholders will be PLN 6,458,817,20.

The dividend will cover 32,294,086 shares of the Company.

ESPI 12/2023 Convening the Ordinary General Meeting of IMS S.A. for 28 June 2023

The Management Board of IMS SPÓŁKA AKCYJNA with its registered office in Warsaw (address: ul. Puławska 366, 02-819 Warsaw), entered into the Register of Companies 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 625 881.72, 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 28 June 2023 the Ordinary General Meeting of the Company to be held at the Company’s registered office in Warsaw at ul. Puławska 366, for 12:00.

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 2022, including the independent auditor’s report on the audit of the Company’s financial statements for 2022,
  • Review of the Management Board’s report on the Company’s activities for 2022,
  • Review of the consolidated financial statements of the Company’s Capital Group for 2022, including the independent auditor’s report on the audit of the consolidated financial statements of the Company’s Capital Group for 2022,
  • Examination of the report on activities of the Company’s Capital Group for 2022,
  • 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 2022, the consolidated financial statements of the Company’s Capital Group and the report on the activities of the Company’s Capital Group for 2022 and the proposal of the Management Board on the distribution of the Company’s net profit for 2022 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 2022,
  • Consideration of the 2022 Directors’ and Officers’ Compensation Report, including the auditor’s evaluation,
  • Adopting a resolution on the approval of the Company’s financial statements for 2022,
  • Adoption of a resolution on the approval of the Management Board’s report on the Company’s activities for 2022,
  • Adoption of a resolution on the approval of the consolidated financial statements of the Company’s Capital Group for 2022,
  • Adoption of a resolution on the approval of the report on the activities of the Company’s Capital Group for 2022,
  • Adoption of a resolution on the distribution of the Company’s net profit for 2022,
  • Adoption of resolutions on granting discharge to members of the Supervisory Board of the Company for the performance of their duties in 2022,
  • Adopting resolutions on granting discharge to members of the Company’s Management Board for the performance of their duties in 2022,
  • Adoption of a resolutions on appointing of the Supervisory Board of the Company,
  • 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 2022 and to give an opinion on the report on remuneration of the members of the Management Board and Supervisory Board for 2022,
  • Adoption of a resolution on amending the Company’s Articles of Association,
  • Adoption of a resolution on the adoption of the consolidated text of the Company’s Articles of Association.
  • Adoption of a resolution on amending the Regulations of the Supervisory Board of the Company,
  • Adoption of a resolution on establishing and adopting the uniform text of the Regulations of the Supervisory Board of the Company,
  • Adoption of a resolution on the amendment of the remuneration policy for members of the Management Board and Supervisory Board of the Company,
  • Adoption of a resolution on the determination of the terms and conditions of remuneration for persons holding positions on the Company’s Supervisory Board,
  • Free queries and requests,
  • Closing of the Ordinary General Meeting of the Company.