With reference to the report no 20/2022 of 26th September 2022, the Management Board of IMS S.A. (“Company”) hereby informs that today, the Company became aware of the National Securities Depository’s Statement No. 860/2022 on the assimilation on September 30, 2022 of 1,195,000 series D bearer shares of the Company marked with ISIN PLINTMS00035 code with shares of the Company traded on the stock exchange under the common code ISIN PLINTMS00019.

Detailed legal basis:

• 17 (1) (1) of the RMF on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a country being a non-member state.

Management Board of IMS S.A. (the “Company”) announces that the Board of Directors of the Warsaw Stock Exchange adopted on 23th September 2022 Resolution No. 882/2022 on the admission and introduction to exchange trading on the WSE Main Market of the Company’s series D ordinary bearer shares.

In the wording of the resolution, the Board of Directors of the Exchange stated that the following are admitted to stock exchange trading on the parallel market 1,195,000 (one million one hundred ninety-five thousand) series D ordinary bearer shares of the Company, with a nominal value of PLN 0.02 (two groszy) each, marked by the National Depository for Securities with the code “PLINTMS00035”.

At the same time, the Exchange Management Board decided to introduce the aforementioned shares to trading on the parallel market on 30th September 2022, provided that the National Securities Depository S.A. carries out an 30th September 2022 assimilation of these shares with shares of this company traded on the stock exchange, marked with the code “PLINTMS00019”.

Detailed legal basis:

§17 (1) (2) of the RMF on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a country being a non-member state.

Estimated results of the IMS Capital Group for the first half of 2022 – DOWNLOAD

Management Board of IMS S.A. (the “Issuer”) provides the attached estimated results of the IMS Group for H1 2022.

Further to the information provided by IMS S.A. (“Company”, “Issuer”) on 9 June 2022 by means of ESPI report 9/2022 on the adoption by the Ordinary General Meeting of IMS S.A. of amendments to the Incentive Programme IV for 2021 – 2023, the Management Board of IMS S.A. informs that on 8 August 2022 it received information that on 5 August 2022 the District Court for the Capital City of  Warsaw, 13th Commercial Division of the National Court Register, of amendments to the Company’s Articles of Association concerning, in particular, a conditional increase in the Company’s share capital.

The Ordinary General Meeting of IMS S.A. 9 June 2022 adopted resolution no. 24 on extending the scope of the conditional increase in the Company’s share capital by issuing further series D shares by an amount not exceeding PLN 40,000.00 through the issuance of not more than 2,000,000 series D shares, as a consequence of which the conditional increase in the conditional share capital will amount to not more than PLN 80,000.00 through the issuance of not more than 4,000,000 series D shares. 

The purpose of the conditional share capital increase is to implement the Incentive Programme for 2021-2023, adopted by Resolution No. 7 of the Extraordinary General Meeting of the Company of 2 March 2021 and amended by Resolution No. 22 of the Ordinary General Meeting of the Company of 9 June 2022.

At the same time, the Court, pursuant to Resolution No. 25 of the Ordinary General

Meeting of IMS Spółka Akcyjna of 9 June 2022, registered the amendments to the Company’s Articles of Association. Attached to this report, the Issuer provides a list of all registered amendments to the document.

Detailed basis: paragraph 5 item 1 and paragraph 6 RMF of the Regulation on current and periodic information

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.