Management Board of IMS S.A. (“Issuer”) informs that on 21th May 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 0.14% of the share capital to a new Investor for the amount of PLN 201,000, 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.

With reference to the current report no 7/2024, the Management Board of IMS S.A. (“The Company”) hereby informs that on 21 May 2024 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 2023 in the amount of PLN 27 per share.

In accordance with the above recommendation, the amount allocated for the payment of dividend to the Shareholders will be PLN 9.151.403,22 The dividend will cover 33.894.086 shares of the Company.

Management Board of IMS S.A. (“Issuer”) informs that on 20th May this year 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 to the new Investor, Mr Agustin Egurrola, a well-known media and artistic personality, shares representing a total of 0.44% of the share capital for the amount of PLN 305,000, i.e. at the estimated pre-money valuation of 100% of Closer Music shares amounting to PLN 70 million. The total valuation of all CM shares (PLN 70 million) takes into account the discount granted to the Investor from the current valuation in the initiated second round of financing amounting to PLN 80 million, resulting from the Investor’s implementation of promotional and media support of CM, including the Investor’s performance of the function of the ‘CM brand ambassador’. In the course of ongoing, regular activities and professional and artistic communication, Mr Egurrola will undertake activities aimed at extensive promotion of the Closer Music brand, in its various forms, as agreed by the parties in the Agreement.

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. In addition, until 30.09.2024, the Investor has the option to acquire further CM shares representing a total maximum of 1.43% of the share capital for a maximum of PLN 1 million, i.e. at the estimated pre-money valuation of 100% of Closer Music shares amounting to PLN 70 million.

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.

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 on 14th May 2024, 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 1.200.000 (one million two 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 2023), 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 sixteen employees and associates of the IMS Capital Group. The Management Board Members of IMS S.A. jointly received 630,000 subscription warrants and the employees and associates of the IMS Group also received 570,000 subscription warrants. The right to subscribe for shares in the new series may be exercised no later than by 31 July 2024. 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 2023 under Incentive Programme IV will be obliged not to dispose of them absolutely (lock-up) by 31.01.2026.

The aim of the 4th Incentive Programme was 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 IMS Group’s performance in 2023, both in terms of revenue and EBITDA, was a record in the organisation’s more than 20-year history.

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 2023.

The current allotment of share subscription warrants (for meeting targets in 2023) exhausts PM IV for 2021 – 2023. The share packages under the aforementioned Programme went to a very wide range of managers, salespeople and many other individuals important to the functioning of the entire organisation, providing a great incentive for above-average performance. It is worth noting that from the three previous share-based incentive programmes and the just-completed IS IV, approximately 70% of IMS Group personnel became owners of the allocated shares. In the opinion of the Board of Directors, such a wide distribution of shares to board members, managers, employees and associates of IMS Group companies will have a strong motivational effect in the coming years as well. Accordingly, the Management Board of IMS S.A. will not recommend to the Supervisory Board or the General Meeting of Shareholders the adoption of further share-based incentive programs in future years.

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.

Management Board of IMS S.A. (“Company”, “Issuer”) announces that, starting with the dividend for the 2024 financial year, the IMS Group’s dividend policy is changing. The revision concerns two areas:

1/ Timing of dividend payments. Starting with the dividend for 2024, the Company will pay an advance dividend each year. The advance payment will be made in November or December of the financial year to which the dividend relates, and the balance of the dividend amount will be paid in May or June of the following calendar year, following the approval of the financial statements for the financial year to which the dividend relates. Thus, the transfer of dividend funds will be made to the Company’s Shareholders at regular intervals of approximately six months. At the same time, the Management Board informs that the advance payment will constitute approximately 30% – 60% of the expected dividend amount for the entire financial year.

2/ Dividend amount. The previous dividend policy of the IMS Group stipulated that at least 60% of the consolidated net profit attributable to the parent company should be distributed annually to the Shareholders.
 The revised dividend policy, effective as of financial year 2024, provides for the annual distribution to Shareholders of at least 75% of the consolidated net profit attributable to the parent company.

At the same time, the Management Board of the Issuer announces that it maintains its recommendation for the payment of dividends for the financial year 2023, published in ESPI Report No. 7 of 11 March 2024.

Management Board of IMS S.A. (“Company”, “Issuer”), announces that, in view of the very good results for 2023 (the highest revenues and EBITDA in the history of the IMS Group), it will recommend to the Supervisory Board and the Annual General Meeting (“AGM”) of the Company to pay a dividend for 2023 of 27 gr. per share. The aforementioned recommendation implies the appropriation of the amount of PLN 9,151,403.22 for the payment to Shareholders.  The dividend rate, based on the closing price of 08/03/2024, is 6.7%. The dividend will cover 33.894.086 shares. Both the size of the recommended dividend per share and the total dividend amount are the highest ever. 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. The amount of the dividend proposed for 2023 represents more than 100% of the consolidated net profit attributable to shareholders of the parent company. If the recommended dividend is approved by the AGM, this will be the 12th consecutive year that the Company has shared its profit with Shareholders.

Management Board of IMS S.A. (“Issuer”) announces that on 28 February 2023, its subsidiary Closer Music Sp. z o.o. (“CM”) has signed a significant commercial contract with a well-known international brand for comprehensive music services for the brand’s retail outlets. The contract is significant both in terms of the number of subscription locations and the annual revenue volume generated. By the end of 2024, CM will have provided the service at around 1,800 locations, with the possibility of increasing the number of outlets served to around 4,500 in subsequent years. The contract is for a fixed term of 12 months. The contract is subject to automatic renewal unless either party notifies the other party no later than 90 days prior to the contract term of its intention not to renew the contract. Such renewal will recur after each new contract term.

Apart from the great benefits related to the generated revenue and profit from the contract, in the Issuer’s opinion, the aforementioned contract is also very important due to the fact that a large European player has appreciated the quality of CM’s music content and the professionalism of the services provided. In the opinion of the Management Board of IMS S.A., this will facilitate further entering into large contracts by CM with other international brands.

Estimated results of the IMS Capital Group for 2023 – DOWNLOAD

Management Board of IMS S.A. (the “Issuer”) provides the attached estimated results of the IMS Group for 2023.