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 23 May 2024 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 content of the announcement, the draft resolutions and the documents to be discussed at the Annual General Meeting are attached to this report.

 The agenda of the Ordinary General Meeting of the Company is as follows:

1) Opening of the Ordinary General Meeting of the Company,

2) Election of the Chairperson of the Ordinary General Meeting of the Company,

3) Drawing up the attendance list and stating the correctness of convening the Ordinary General Meeting of the Company and its ability to adopt resolutions,

4) Election of the Vote Counting Committee,

5) Adoption of the agenda of the Ordinary General Meeting of the Company,

6) Review of the Company’s financial statements for 2023, including the independent auditor’s report on the audit of the Company’s financial statements for 2023,

7) Review of the Management Board’s report on the Company’s activities for 2023,

8) Review of the consolidated financial statements of the Company’s Capital Group for 2023, including the independent auditor’s report on the audit of the consolidated financial statements of the Company’s Capital Group for 2023,

9) Examination of the report on activities of the Company’s Capital Group for 2023,

10) 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 2023, the consolidated financial statements of the Company’s Capital Group and the report on the activities of the Company’s Capital Group for 2023 and the proposal of the Management Board on the distribution of the Company’s net profit for 2023 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 2023,

11) Consideration of the 2023 Directors’ and Officers’ Compensation Report, including the auditor’s evaluation,

12) Adopting a resolution on the approval of the Company’s financial statements for 2023,

13) Adoption of a resolution on the approval of the Management Board’s report on the Company’s activities for 2023,

14) Adoption of a resolution on the approval of the consolidated financial statements of the Company’s Capital Group for 2023,

15) Adoption of a resolution on the approval of the report on the activities of the Company’s Capital Group for 2023,

16) Adoption of a resolution on the distribution of the Company’s net profit for 2023,

17) Adoption of resolutions on granting discharge to members of the Supervisory Board of the Company for the performance of their duties in 2023,

18) Adopting resolutions on granting discharge to members of the Company’s Management Board for the performance of their duties in 2023,

19) 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 2023 and to give an opinion on the report on remuneration of the members of the Management Board and Supervisory Board for 2023,

20) Free queries and requests,

21) Closing of the Ordinary General Meeting of the Company.

Management Board of IMS S.A. (“Company”, “Issuer”) announces that on 8 April this year The Company signed a letter of intent regarding the Aroma Project. The Aroma Project relates to intellectual property rights and a prototype of a state-of-the-art device for the provision of aromamarketing services, developed by the Issuer. A party to the letter, in addition to the Company, is an investor with experience and know-how in the commercialisation of various types of products and services. Among other things, the investor held management positions in large international organisations for many years. Commercialisation of the Aroma Project will take place mainly on foreign markets, with a much greater potential than the Polish market. The parties to the letter will form a company in which IMS will acquire a majority stake, i.e. shares representing at least 51% of the share capital and the total number of votes, while the investor will acquire a minority stake, i.e. shares representing at least 44% of the share capital and the total number of votes. The IMS shares will be acquired in exchange for a contribution in kind in the form of intellectual property rights to Project Aroma. The investor’s shares will be acquired in exchange for a cash contribution of PLN 0.8 million, necessary to fund the development and commencement of commercialisation of the Aroma Project. In addition, until 31 December 2025, depending on the Company’s needs, the investor will provide the company with loans in a further amount of up to PLN 0.5 million to implement the Aroma Project.

The detailed terms and conditions of the Company’s investment and operation will be set out in the investment agreement, which is expected to be signed by 30 June 2024 at the latest.