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 take-over of shares took place on the basis of 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 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 Annual General Meeting.

• Date of commencement and completion of the subscription – the opening of the subscription took place on 26 May 2023. The completion of the subscription was on 26 July 2023.
• Date of allotment of securities – D shares were allotted on: 30 June 2023, 25 July 2023 and 26 July 2023.
• 600.000 series D shares with a nominal value of PLN 0.02 each were subscribed.
• No reduction took place.
• Subscriptions were made for 1.600.000 series D shares.
• As part of the subscription, 1.600.000 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 38 persons.
• D series shares were allotted to 38 persons.
• Shares were not subscribed for by underwriters.
• The value of the conducted subscription: PLN 816.000,00.
• 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 2023, 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 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 Programme was announced by the Company in current report No. 8/2023 of 15 May 2023. 

Following the share subscription, the Incentive Programme IV for 2022 was completed on 26 July 2023.

Under the aforementioned Incentive Programme, for 2022, on 26 July 2023, an eligible person subscribed for 12,500 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 subscribe for series D shares could be exercised no later than 31 July 2023.  Persons who have taken up D series shares are obliged to absolutely not dispose of the acquired shares until 31 January 2025.

With the acquisition of the shares, the share capital of IMS S.A. was increased by PLN 250.00. Following the increase, the Company’s share capital amounts to PLN 677.881,72 and is divided into 33.894.086 ordinary bearer shares, including:

– 30,598,586 A series shares;

– 500,500  C series shares;

– 2.795.000 D series shares.

D Series shares subscribed for represent a total of 0.04% of the share capital before the increase and 0.04% 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 33.894.086. 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 24.100.

Upon completion of the Incentive Programme IV for 2022, 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

INFORMATION 19 MAR MICHAŁ KORNACKI – DOWNLOAD

INFORMATION 19 MAR DARIUSZ LICHACZ – DOWNLOAD

INFORMATION 19 MAR PIOTR BIELAWSKI – DOWNLOAD

The Board of Directors of IMS S.A. informs that on 25 July 2023 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”) 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