Management Board of IMS S.A. (“Issuer”) announces that today the Issuer’s subsidiary World of Music ASI Sp. z o.o. (“WoM ASI”) has signed a Letter of Intent (the “Letter”) with Closer Music Corporation (“CMC”), a company formed in 2021 with its registered seat in New York, USA, whose shareholders are managers with international experience who are successful in many areas of business. The parties have agreed that WoM ASI will contribute to CMC all of its shares in Closer Music Sp. z o.o. (“CM”), i.e. 8,466 shares (hereinafter: “CM Shares”), representing 84.53% of the total shares as at the date of signing of the Letter, while CMC will issue new CMC shares, which WoM ASI alone will be entitled to subscribe for. The shares subscribed for by WoM ASI will represent 90% of the total CMC shares after the increase. In this way, WoM ASI, in which IMS S.A. owns 100% of the shares, will take control of CMC and, through CMC, will further control CM.

The acquisition of CMC is a further step in the implementation of the development strategy of the Closer Music project. Through CMC, the sale of music licences will be carried out in the US market. Due to the fact that CMC’s shareholders have a very broad network of business contacts, including among investment funds, the capital group thus constructed will, in the opinion of the Issuer’s management, have better access to sources of capital, primarily from North America, Western Europe and Asia. In addition, CMC’s activities to date have focused precisely on building business relationships among potential investors, thus not conducting typical operational activities. CMC’s shareholders include two members of the Issuer’s Board of Directors.

This Letter is effective until 30 September 2023.

INFORMATION 19 MAR WOJCIECH PIWOCKI – DOWNLOAD

The Board of Directors of IMS S.A. informs of the receipt on 3 July 2023 of the notification pursuant to Article 19 paragraph 1 of the MAR from the member of the Management Board of IMS S.A. Mr Wojciech Piwocki – regarding transactions on shares of IMS S.A.

The notification constitutes an attachment to this report.

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.

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.

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

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

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.

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.