With reference to current report no. 23/2022 of 25 October 2022, the Management Board of IMS S.A. (“Issuer”, “Company”) informs that the parties to the letter of intent are still holding talks on future cooperation. The Issuer will inform about their completion in a separate report.

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 2022 in the amount of 20 gr/share. The above mentioned recommendation means that the amount of PLN 6.458.817,20 will be allocated for payment to the Shareholders. The dividend rate, based on the closing price of 30/05/2023, is 6.5%. The dividend will cover 32,294,086 shares. The aforementioned recommendation is 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 eleventh year in a row, when the Company shares the profit with the Shareholders.

With reference to the current reports ESPI 2/2021 of 24/01/2021; ESPI 8/2021 of 02/03/2021, ESPI 4/2022 of 04/05/2022, ESPI 9/2022 of 09/06/2022 and ESPI 8/2023 of 15/05/2023, the Management Board of IMS S.A. (“Company”), announces the publication of the Information Document prepared in order to meet the requirements of art. 37a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, regarding the offer to take up series D shares issued as part of the conditional increase of the Company’s share capital. The Information Document is attached to this report.

 

Detailed basis: Article 1(4)(i) of Regulation 2017/1129 on the prospectus to be published in connection with a public offering of securities or their admission to trading on a regulated market and repealing Directive 2003/71/EC in conjunction with Article 37a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005

The Management Board of IMS Spółka Akcyjna with its seat in Warsaw (the “Company”) informs that the Supervisory Board of the Company, by its resolution adopted today, in the framework of realization of the Incentive Scheme for 2021-2023 (hereinafter: “PM IV”), 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, as 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 Annual General Meeting of the Company, granted a total of 1,600,000 (one million six hundred thousand) subscription warrants entitling the holder to subscribe for the same number of ordinary bearer shares. The warrants are taken up free of charge.

Incentive Scheme IV is addressed to the members of the Management Board of IMS S.A. and to the managers, employees and associates of the companies in the IMS Capital Group.

As part of this allocation (for achieving the goals in 2022), subscription warrants were granted to four Members of the Management Board of IMS S.A., seven members of the Management Boards of subsidiaries belonging to the IMS Capital Group and twenty-eight employees and associates of the IMS Capital Group. The Management Board Members of IMS S.A. jointly received 750,000 subscription warrants and the employees and associates of the IMS Group also received 850,000 subscription warrants. The right to subscribe for shares in the new series may be exercised no later than by 31 July 2023. Acquisition of shares by the eligible person will take place upon submission of the required documents and payment of the issue price of PLN 0.51 per share (the issue price is equal to the arithmetic mean of the closing prices of IMS S.A. shares on the Warsaw Stock Exchange in the period 01.04.2020 to 31.12.2020, including an 80% discount). The person acquiring shares for 2022 under Incentive Programme IV will be obliged not to dispose of them absolutely (lock-up) by 31.01.2025.

The aim of Incentive Programme IV is to create an additional, strong motivating tool to achieve very ambitious goals through such actions as the acquisition of highly valuable entities, generating high sales from the current products and services and acquiring new customers and new markets, which should have a significant effect on the price of IMS S.A. shares.

The content of the Rules and Regulations of the Incentive Programme IV for 2021 – 2023 is published on the Company’s website (www.imssensory.com) in the ESPI report 9/2022 of 09.06.2022

The cost of the share options granted, in accordance with IFRS 2, was recognised in the consolidated annual report for 2022.

Management Board of IMS S.A. (“Issuer”) announces that on 11 May 2023, its subsidiary Closer Music Sp. z o.o. (the “Company”, “Closer Music”), which deals in the construction and commercialisation of its own music libraries, signed an Agreement on Collective Management of Copyrights (the “Agreement”) and an Additional Agreement to the Agreement (the “Agreement”) with the Authors’ Association ZAiKS (ZAiKS).  Closer Music and ZAiKS agreed on the principles of cooperation relating to commercial music (licensed by ZAiKS) and DML (Direct Music Licensing – music licensed directly by Closer Music), as well as the principles determining ZAiKS’ settlements with Closer Music in respect of copyrights for works owned by Closer Music for the years 2020 – 2022 as well as those relating to 2023 and subsequent years.

The signed Agreement and Covenant are a very important step in the development of Closer Music and will also have a significant impact on the implementation of the strategy and development prospects of the entire IMS Group. The Issuer estimates that Closer Music’s net profit from the settlement for the years 2020 – 2022, which will be included in the 2023 report, will exceed 20% of the IMS Group’s consolidated net profit for the 2022 financial year. In the following periods, the Issuer expects even higher revenues and profits due to the growth of Closer Music’s repertoire in playlists, the increase in the number of commercial locations and the planned expansion of the cooperation with ZAiKS worldwide.

INFORMATION 19 MAR A. CZESZEJKO-SOCHACKI – DOWNLOAD

The Board of Directors of IMS S.A. informs of the receipt on 28 April 2023 of the notification pursuant to Article 19 paragraph 1 of the MAR from the member of the Supervisory Board of IMS S.A. Mr Artur Czeszejko-Sochacki – regardingtransactions on shares of IMS S.A.

The notification constitutes an attachment to this report.

Management Board of IMS S.A. (“Issuer”) informs that on 28th March 2023 more 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 0.73% of the share capital to the investors for the amount of PLN 363,7, i.e. at an estimated pre-money valuation of 100% of Closer Music shares of PLN 50 million. The investors will pay 100% of the issue price of the new shares within 7 days after signing the agreement. The Company will use the funds raised for further development, in particular to expand the sales application and acquire new customers. The investors are:

– Mr Piotr Bielawski, Vice-President of the Management Board and Finance Director of the Issuer, who will acquire 0.2% of the shares for a price of PLN 100.5 thousand;

– Mr Wojciech Piwocki, Vice-President of the Management Board and Sales Director of the Issuer, who will acquire 0.33% of shares at a price of PLN 162.7 thousand;

– a manager with several years of experience in commercial positions at IMS S.A., who will acquire 0.2% of the shares at a price of PLN 100.5 thousand.

In calculating the number and % of shares for the investors, in addition to the 10,015 Closer Music shares registered with the KRS, 435 shares have been taken into account, which will be allocated to two beneficiaries of the completed Incentive Programme for 2020 – 2022. The agreements, in order to be implemented in their entirety, require the necessary resolutions to be passed by the Closer Music Shareholders’ Meeting. If the aforementioned resolutions are not adopted by 30th June 2023, the agreements will be automatically terminated and their provisions will have no legal effect, and the issue price paid will be refunded to the investors’ account.

Management Board of IMS S.A. (“Issuer”, “IMS”) announces that a Term Sheet agreement was signed on 15 March this year to raise capital of PLN 6 million for its subsidiary Closer Music Sp. z o.o. (“CM”, “Closer Music”), which is engaged in the construction and commercialisation of proprietary music libraries. The parties to the Term Sheet are the investors:

– JR HOLDING ASI S.A. with its registered office in Krakow (“JRH”), controlled by January Ciszewski;

– EKIPA Investments ASI Sp. zo.o. with its registered office in Kraków (“EKIPA”), controlled by Ekipa Holding S.A. with its registered office in Kraków;

– one natural person

and the Issuer, Closer Music and World of Music ASI Sp. z o.o. (a subsidiary of the Issuer, through which the Issuer controls Closer Music).

The investors will invest a total of PLN 6 million at a pre-money valuation of 100% of Closer Music’s shares of PLN 50 million. The investors will acquire a total of 1254 shares representing 10.71% of CM’s capital after the increase. In the case of JRH, the investment will amount to PLN 4 million in exchange for 836 shares in CM (7.14% share in CM’s capital after the increase), in the case of EKIPA PLN 1 million in exchange for 209 shares in CM, in the case of an individual PLN 1 million in exchange for 209 shares in CM.

Closer Music will use the funds raised for further development, in particular for:

– expanding the on-line sales application;

– increasing the sales force and acquiring new customers;

– marketing and promotional activities mainly related to the on-line channel;

– further building a high-quality music database.

In calculating the number and % of shares for new investors, in addition to the 10,015 Closer Music shares registered with the KRS, 435 shares have been taken into account, which will be allocated to two beneficiaries of the completed Incentive Programme for 2020 – 2022.

The Investors have the right to convert the shares held in CM into IMS shares between 24 and 36 months after the signing of the Investment Agreement, which means that the Investors have an unconditional right to request the conversion of the 1254 shares held by the Investors in CM into 1,869,159 newly created IMS shares. The share price (issue price) is PLN 3.21 per share, which is equivalent to the average of the closing prices of IMS shares on the Warsaw Stock Exchange in January 2023 plus 15%.

Investors are entitled to conduct due diligence on CM. The Term Sheet also contains, inter alia, CM’s future corporate governance principles, CM’s board member remuneration principles, customary transaction rights (including anti-dilution, tag-along, drag-along, priority right, lock-up) and contractual penalties adequate and determined at arm’s length for this type of transaction. The execution of the Term Sheet in its entirety is subject to the obtaining of the approvals of the relevant bodies of the above-mentioned entities by the Parties which are companies limited by shares.