The Management Board of IMS S.A. announces that on 3rd and 4th July 2024, persons entitled under the Incentive Scheme 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 Scheme was announced by the Company in current report No. 11/2023 of 15 May 2024. 

Following the acquisition of shares on 3 – 4 July 2024, Incentive Programme IV for 2023 and the entire Incentive Programme IV covering the years 2021 – 2023 were completed. As previously communicated, the Company does not plan any further share-based incentive schemes for IMS S.A. in the coming years.

 As part of the aforementioned Incentive Scheme, for 2023, eligible persons acquired a total of 1,200,000 series D shares. The issue price of series D shares, in accordance with the rules of the Incentive Scheme, was PLN 0.51 per share. The right to subscribe for series D shares could be exercised no later than 31 July 2024. Persons who have taken up D series shares are obliged to absolutely not dispose of the acquired shares until 31 January 2026.

With the acquisition of the shares, the share capital of IMS S.A. was increased by PLN 24.000,00. Following the increase, the Company’s share capital amounts to PLN 701.881,72 and is divided into 35.094.086 ordinary bearer shares, including:

– 30,598,586 A series shares;

– 500,500  C series shares;

– 3.995.000 D series shares.

D Series shares subscribed for represent a total of 3.54% of the share capital before the increase and 3.54% 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 35.094.086.

The Company will take steps in the near future to register the shares subscribed for by eligible persons and to list them on the regulated market.

 

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

Management Board of IMS S.A. (“Issuer”) informs that on 27th June 2024 an investment agreement was signed concerning the acquisition of capital in the subsidiary Closer Music Sp. z o.o. (“CM”), engaged in the development and commercialisation of proprietary music libraries. The Company will issue and sell shares representing a total of 0.13% of the share capital to a new Investor for the amount of PLN 107,000, i.e. at an estimated pre-money valuation of 100% of Closer Music shares of PLN 80 million.

The Investor will pay 100% of the issue price of the new shares within 7 days after the signing of the Agreement. The Company will use the funds raised to further develop and commercialise its music bases. The agreement, in order to be implemented in its entirety, requires the necessary resolutions to be passed by the Closer Music Shareholders’ Meeting. If the aforementioned resolutions are not adopted by 31th December 2024, the Agreement will be automatically terminated and its provisions will have no legal effect, and the issue price paid will be refunded to the investor’s account.

Management Board of IMS S.A. (“Issuer”) informs that on 26th June 2024 an investment agreement was signed concerning the acquisition of capital in the subsidiary Closer Music Sp. z o.o. (“CM”), engaged in the development and commercialisation of proprietary music libraries. The Company will issue and sell shares representing a total of 0.88% of the share capital to a new Investor for the amount of PLN 704,000, i.e. at an estimated pre-money valuation of 100% of Closer Music shares of PLN 80 million.

The Investor will pay 100% of the issue price of the new shares within 14 days after the signing of the Agreement. The Company will use the funds raised to further develop and commercialise its music bases. The agreement, in order to be implemented in its entirety, requires the necessary resolutions to be passed by the Closer Music Shareholders’ Meeting. If the aforementioned resolutions are not adopted by 31th December 2024, the Agreement will be automatically terminated and its provisions will have no legal effect, and the issue price paid will be refunded to the investor’s account.

Management Board of IMS S.A. (“Issuer”) informs that on 12th June 2024 an investment agreement was signed concerning the acquisition of capital in the subsidiary Closer Music Sp. z o.o. (“CM”), engaged in the development and commercialisation of proprietary music libraries. The Company will issue and sell shares representing a total of 0.38% of the share capital to a new Investor for the amount of PLN 306,000, i.e. at an estimated pre-money valuation of 100% of Closer Music shares of PLN 80 million.

The Investor will pay 100% of the issue price of the new shares within 7 days after the signing of the Agreement. The Company will use the funds raised to further develop and commercialise its music bases. The agreement, in order to be implemented in its entirety, requires the necessary resolutions to be passed by the Closer Music Shareholders’ Meeting. If the aforementioned resolutions are not adopted by 31th December 2024, the Agreement will be automatically terminated and its provisions will have no legal effect, and the issue price paid will be refunded to the investor’s account.

INFORMATION 19 MAR M. KORNACKI – DOWNLOAD

The Board of Directors of IMS S.A. informs of the receipt on 3 June 2024 of the notification pursuant to Article 19 paragraph 1 of the MAR from the President of the Board IMS S.A. Mr Michał Kornacki – regarding the acquisition shares of IMS S.A.

The notification constitutes an attachment to this report.

INFORMATION 19 MAR A. CZESZEJKO-SOCHACKI – DOWNLOAD

The Board of Directors of IMS S.A. informs of the receipt on 31 May 2024 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 – regarding the acquisition shares of IMS S.A.

The notification constitutes an attachment to this report.

Management Board of IMS S.A. (the ‘Company’, ‘Issuer’), with reference to ESPI Announcement No. 9 of 9 April 2024, announces that on 23 May. The Company signed an investment agreement (the ‘Agreement’) for 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 agreement, 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. A manager with many years of experience in the aroma industry is also a party to the Agreement. The parties to the Agreement will establish the company Aroma General Sp. z o.o., in which IMS will acquire a majority stake, i.e. shares representing 51% of the share capital and total number of votes, the investor will acquire a stake representing 47% of the share capital and total number of votes, and the manager will acquire shares representing 2% of the share capital and total number of votes. The IMS shares will be acquired in exchange for a contribution in kind in the form of the rights to Project Aroma. The investor’s shares will be taken up in exchange for a cash contribution of PLN 799,000, necessary to fund the development work and commence commercialisation of the Aroma Project. In addition, the investor will provide loans to the company in a further amount of up to PLN 500k until 31 December 2025, depending on the Company’s needs, in order to implement the Aroma Project. The manager’s shares will be acquired in exchange for a cash contribution of PLN 34k. The investor and the manager will be the leaders of the Aroma General Sp. z o.o. company. Upon meeting the relevant revenue KPIs, the manager will be entitled to acquire from the investor, at a nominal price, a maximum of 3% of the shares over a 3-year horizon. Commercialisation of the Aroma Project will take place mainly on foreign markets, with a much greater potential than the Polish market.

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 23.05.2024, 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: 6,300,000, number of votes attributable to shares held: 6,300,000, which entitled to 35.12% of votes at the Annual General Meeting and constitutes 18.59% 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 30.52% of votes at the Annual General Meeting and constitutes 16.15% of the total number of votes.
• CACHEMAN LIMITED – number of shares held: 3.416.529, number of votes attributable to shares held: 3.416.529, which entitled to 19.05% of votes at the Annual General Meeting and constitutes 10.08% of the total number of votes;
• Paweł Przetacznik – number of shares held: 2.044.110, number of votes attributable to shares held: 2.044.110, which entitled to 11.40% of votes at the Annual General Meeting and constitutes 6.03% of the total number of votes.

Management Board of IMS S.A. (the “Company”, the “Issuer”) provides the contents of the resolutions adopted on 23.05.2024 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.

The Management Board of IMS S.A. announces that on 23 May 2024 the Ordinary General Meeting of IMS S.A. adopted a resolution on the payment of dividend from the profit for 2023 in the amount of 28 groszy per share, i.e. in the amount of PLN 9.490.344,08.

The dividend will cover 33.894.086 shares.

The Ordinary General Meeting set the dividend date as 28 May 2024, the dividend payment date as 31 May 2024.

 

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.