The Management Board of IMS Spółka Akcyjna with its seat in Warsaw (the “Company”) announces the completion of the subscription and allotment of the Company’s series D shares. The shares were taken up on the basis of the Incentive Programme Regulations, adopted by the Supervisory Board of the Company on 23 January 2021 and approved by the Extraordinary General Meeting of Shareholders of IMS S.A. on 2 March 2021 of the Incentive Programme IV Regulations for the years 2021 – 2023.

• Date of commencement and completion of the subscription – the opening of the subscription took place on 30 May 2022. The completion of the subscription was on 31 July 2022.
• Date of allotment of securities – D shares were allotted on: 30 June 2022 and 26 July 2022.
• 1,200,000 series D shares with a nominal value of PLN 0.02 each were subscribed.
• No reduction took place.
• Subscriptions were made for 1,195,000 series D shares.
• As part of the subscription, 1,195,000 series D shares were allotted.
• The issue price at which series D shares were subscribed for was PLN 0.51 per share.
• Subscriptions for series D shares were submitted by 53 persons.
• D series shares were allotted to 53 persons.
• Shares were not subscribed for by underwriters.
• The value of the conducted subscription: PLN 609,450.00.
• No issue costs were incurred.
• No issue costs were incurred, therefore the average cost of the issue per D series share was PLN 0.
• Series D shares were subscribed for in exchange for cash contributions.

Detailed basis: paragraph 16 item 1 of RMF Regulation on current and periodic information

The Management Board of IMS S.A. announces that on 26 July 2022, a person 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 Shareholders of IMS S.A. 2 March 2021, acquired 5,000 series D shares. The shares were subscribed for by the holder of subscription warrants, the granting of which was announced by the Company in current report No. 3/2022 of 4 May 2022 under the aforementioned Programme. 

Together with the shares subscribed for by the eligible persons on 30 June 2022 (ESPI report 15/2022) under the aforementioned 2021 Incentive Programme, the eligible persons subscribed for a total of 1,195,000 series D shares. The issue price of series D 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 2022. Persons who have taken up D series shares are obliged to absolutely not dispose of the acquired shares until 31 January 2024.

As a result of the subscription of 5,000 shares on 26 July 2022, the share capital of IMS S.A. was increased by PLN 100.00.  Following the increase, the Company’s share capital amounts to PLN 645.881,72 and the total number of shares is 32.294.086.

The D shares subscribed on 30 June 2022 and 26 July 2022 represent a total of 3.84% of the share capital before the increase and 3.84% 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 32.294.086. 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 16.100.

Upon completion of the Incentive Programme IV for 2021, the Company will take steps to introduce the series D shares to trading on the regulated market.

 

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

The Management Board of IMS S.A. announces that on 30 June 2022, 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 Shareholders of IMS S.A. 2 March 2021 subscribed for D series shares. The shares were taken up by holders of subscription warrants, the granting of which under the aforementioned Programme was announced by the Company in current report No. 3/2022 of 4 May 2022. 

Under the aforementioned Incentive Programme, for 2021, eligible persons subscribed for a total of 1,190,000 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 2022. Persons who have taken up D series shares are obliged to absolutely not dispose of the acquired shares until 31 January 2024.

With the acquisition of the shares, the share capital of IMS S.A. was increased by PLN 23,800.00. Following the increase, the Company’s share capital amounts to PLN 645,781.72 and the total number of shares is 32,289,086. D Series shares subscribed for represent a total of 3.83% of the share capital before the increase and 3.83% 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 32,289,086. 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 16,200.

Upon completion of the Incentive Programme IV for 2021, 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

The Board of Directors of IMS S.A. informs that on 30 June 2022 it received notifications under Article 19(1) of the Market Abuse Regulation from the Members of the Board of IMS S.A. – regarding the transactions on shares of IMS S.A.

The notifications constitute attachments to this report.

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.

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.

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.

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.

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.

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.