Pursuant to Article 428(4) and (5) of the Commercial Companies Code, the Management Board of IMS S.A. (“the Issuer”, “the Company”) hereby provides answers to the questions posed by the shareholder – Opera Sp. z o.o., with its registered office in Warsaw – during the proceedings of the Company’s Annual General Meeting held on 17 June 2026 under the agenda item entitled “Any other business”.
Questions:
- How many share issues has the Company carried out and how many share buy-backs since the beginning of 2020?
- How many of these share issues had a price set entirely independently of the market price and were carried out with the pre-emption right excluded?
Answers:
Re. 1.
Share issues
Since the start of 2020, the Company has carried out one share issue pursuant to Resolution No. 9 of the Extraordinary General Meeting of 2 March 2021 concerning a conditional increase in the Company’s share capital through the issue of Series D shares, whilst simultaneously depriving the Company’s existing Shareholders of their pre-emptive rights, and authorising the Company’s Management Board to draw up a consolidated version of the Company’s Articles of Association reflecting the increase in share capital in connection with the subscription of Series D shares. The resolution referred to above was subsequently amended by Resolution No. 24 of 9 June 2022 of the Company’s Annual General Meeting concerning the extension of the scope of the conditional increase in the Company’s share capital through the issue of further Series D shares, whilst simultaneously depriving the Company’s existing shareholders of their pre-emptive rights, and concerning the authorisation of the Company’s Management Board to draw up a consolidated version of the Company’s Articles of Association reflecting the increase in share capital in connection with the subscription for Series D shares. The purpose of the conditional increase in share capital was to enable the holders of Series D subscription warrants to exercise their rights to subscribe for the Company’s shares, issued under Incentive Scheme IV within the IMS Capital Group, originally adopted by Resolution No. 7 of the Extraordinary General Meeting of Shareholders of 2 March 2021. This programme was adopted to create new incentive mechanisms for members of the Management Board, managers, employees and associates of the IMS Capital Group to develop solutions that improve the financial performance of the IMS Capital Group and to strongly retain the best personnel within the companies of the IMS Capital Group. This was all the more important in view of the consequences of the SARS-CoV-2 coronavirus pandemic, which causes COVID-19, and the decisions taken by the state authorities in response to this.
Implementation of the above-mentioned resolutions:
In June and July 2022, persons eligible under the Rules of Incentive Scheme IV for the years 2021–2023 (“the Rules”) acquired Series D shares. The shares were subscribed for by holders of subscription warrants, the grant of which under the aforementioned Programme was announced by the Company in Current Report No. 3/2022 dated 4 May 2022. The subscription for Series D shares commenced on 30 May 2022 and concluded on 31 July 2022.
As part of the subscription, 1,195,000 Series D shares were allocated. The issue price of the Series D shares was PLN 0.51 per share. As a result of the subscription of 1,195,000 shares, the Company’s share capital was increased by PLN 23,900.00. The Series D shares taken up on 30 June 2022 and 26 July 2022 represented a total of 3.84% of the share capital prior to the increase and 3.84% of the total number of votes.
In June and July 2023, persons entitled under the Regulations subscribed for Series D shares. As part of the subscription, 1,600,000 Series D shares were allocated. The shares were taken up by holders of subscription warrants, the grant of which under the aforementioned Programme was announced by the Company in Current Report No. 8/2023 dated 15 May 2023. The issue price of Series D shares was PLN 0.51 per share. As a result of the subscription of 1.600.000 shares, the Company’s share capital was increased by PLN 32.000,00. The Series D shares taken up on 30 June 2023, 25 and 26 July 2023 represented a total of 4.95% of the share capital prior to the increase and 4.95% of the total number of votes.
In July 2024, persons entitled under the Regulations subscribed for Series D shares. The shares were subscribed for by holders of subscription warrants, the grant of which under the aforementioned Programme was announced by the Company in Current Report No. 11/2024 of 15 May 2024. As part of the subscription, 1,200,000 Series D shares were allocated. The issue price of the Series D shares was PLN 0.51 per share. As a result of the subscription of 1,200,000 shares, the share capital of IMS S.A. was increased by PLN 24,000.00. The Series D shares taken up on 3 and 4 July 2024 represented a total of 3.54% of the share capital prior to the increase and 3.54% of the total number of votes. Incentive Scheme IV has thus been completed.
Furthermore, the Company notes that on 10 January 2024, the Company’s Extraordinary General Meeting adopted Resolution No. 5 concerning a conditional increase in the Company’s share capital through the issue of Series E shares, whilst simultaneously depriving the Company’s existing Shareholders of their pre-emptive rights, and concerning the authorisation of the Company’s Management Board to draw up the consolidated text text of the Company’s Articles of Association to reflect the increase in share capital in connection with the subscription for Series E shares. Pursuant to this resolution, the Company’s share capital was conditionally increased by a further PLN 17,094.00 through the issue of 854,700 Series E shares. The purpose of the conditional increase in the share capital is to enable the holders of Series E subscription warrants, issued pursuant to Resolution No. 4 of the Extraordinary General Meeting of 10 January 2024, to exercise their rights to subscribe for the Company’s shares, in order to fulfil the provisions of the investment agreement concluded on 12 November 2023, the conclusion of which the Company announced in Current Report No. 43/2023 of 13 November 2023 (“Investment Agreement”). Under the Investment Agreement, the Company was obliged to offer the Investors subscription warrants as an option to convert the new shares they had acquired in Closer Music Sp. z o.o., with its registered office in Warsaw, a subsidiary of the Company, into shares of the Company, at an issue price of PLN 3.51 per share of the Company, which may be acquired upon exercise of the rights attached to Series E subscription warrants. The issue price of each Series E share was set at PLN 3.51.
Information regarding the adoption of the above-mentioned resolutions was disclosed in report ESPI 1/2024. Pursuant to the aforementioned resolutions, no Series E shares were subscribed for.
The Company also reminds that on 26 September 2017, the Extraordinary General Meeting adopted Resolution No. 6 concerning a conditional increase in the Company’s share capital through the issue of Series C shares, whilst simultaneously depriving the Company’s existing Shareholders of their pre-emptive rights, and authorising the Company’s Management Board to draw up a consolidated version of the Company’s Articles of Association reflecting the increase in share capital in connection with the subscription of Series C shares. The purpose of the conditional increase in the share capital was to enable the holders of Series C subscription warrants, issued under Incentive Scheme III within the IMS Capital Group and adopted by Resolution No. 4 of the Extraordinary General Meeting of Shareholders of 26 September 2017, which was adopted as the optimal means of creating mechanisms to foster a high level of commitment amongst board members, managers, employees and associates of the IMS Capital Group, which, in turn, was intended to translate into further improvement in the IMS Capital Group’s financial results and an increase in the value of IMS S.A. shares, in line with the interests of its Shareholders. Incentive Programme III was in force from 2018 to 2020. On 14 May 2019, the Supervisory Board of IMS S.A. adopted a resolution concerning the allocation of subscription warrants to specific persons entitled to receive them for 2018 as part of the ongoing Incentive Scheme III. The Supervisory Board granted subscription warrants to five members of the Management Board of IMS S.A. and twenty-nine employees and associates of the IMS Capital Group. Members of the Management Board of IMS S.A. received a total of 350,000 subscription warrants, whilst employees and associates of the IMS Group received 150,500 subscription warrants. A detailed description of the implementation of Incentive Scheme III for 2018 is set out in the Management Board’s Report on the Activities of IMS S.A. for the year ended 31 December 2019. Implementation of Incentive Scheme III for 2020 and 2019 The Supervisory Board did not grant any subscription warrants for 2020 and 2019. Under Incentive Scheme III, 500,500 shares were utilised out of the 1,500,000 shares available under the entire Scheme.
The Company reported on the above-mentioned issues and their exercise in the relevant current reports or in the Management Board’s Reports on the Activities of IMS S.A. for the respective financial years (2020–2024) and in the Reports on the Activities of the IMS Group for the respective years (2020–2024).
The above information does not relate to the future issue of Series F shares pursuant to Resolution No. 24 of the Company’s Ordinary General Meeting of 17 June 2026 concerning a conditional increase in the Company’s share capital through the issue of Series F shares, with the simultaneous deprivation of existing Company Shareholders of their pre-emptive rights, and concerning the authorisation the Company’s Management Board to draw up a consolidated version of the Company’s Articles of Association taking into account the increase in the share capital in connection with the subscription of Series F shares, as the Shareholder’s questions were asked at that General Meeting, and the Company disclosed information regarding the resolutions adopted at that General Meeting in current report ESPI 14/2026 dated 17 June 2026.
Share buy-backs
Since the beginning of 2020, the Company has carried out two share buy-backs on the basis of the following resolutions of the Company’s General Meeting:
A. The buy-back of equity shares by IMS S.A. in 2020 was carried out pursuant to Resolution No. 10 of the Extraordinary General Meeting (“EGM”) of 21 January 2020 authorising the Company’s Management Board to acquire IMS S.A.’s equity shares, and the Share Buy-back Programme adopted by the Company’s Management Board on 3 February 2020. The Extraordinary General Meeting authorised the Company’s Management Board to repurchase IMS S.A.’s equity shares and specified the funds to finance the repurchase. The authorisation enabled the Issuer’s Management Board to acquire no more than 890,000 of the Company’s equity shares during the period from 21 January 2020 to 30 April 2020, but no longer than until the funds earmarked for the share buy-back had been exhausted. Shares could be purchased at a price of not less than PLN 3.00 per share and not more than PLN 6.00 per share. A maximum amount of PLN 2,670,000 was allocated for the share buy-back. All treasury shares acquired were to be redeemed. On 3 February 2020, the Issuer’s Management Board adopted a Share Buy-back Programme providing that the buy-back of shares would be carried out in tranches during the approved buy-back period. The text of the Share Buy-back Programme was published in ESPI Report 4/2020 dated 3 February 2020. On 2 March 2021, the Extraordinary General Meeting of IMS S.A. (“EGM”) adopted Resolution No. 4 on the redemption of the Company’s repurchased equity shares. The EGM cancelled 325,000 ordinary bearer shares with a total nominal value of PLN 6,500.00, representing 1.03% of the share capital and entitling the holders to 1.03% of the votes at the General Meeting. On 21 April 2021, the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, registered the redemption of the Company’s equity shares, the reduction of its share capital and the amendments to the Articles of Association of IMS S.A. The Extraordinary General Meeting of 2 March 2021 authorised the Company’s Management Board to complete the acquisition of the Company’s equity shares on the basis of and within the limits of the authorisation granted by Resolution No. 10 of 21 January 2020 of the Extraordinary General Meeting of IMS S.A. and to transfer in full to the supplementary capital the funds not used for the buy-back of equity shares, accumulated within the reserve capital under the heading ‘Funds for the buy-back of equity shares’ (established pursuant to Resolution No. 11 of 21 January 2020 of the Extraordinary General Meeting of IMS S.A.), and subsequently to write off this reserve fund. A detailed breakdown of all tranches of the share buy-back programme carried out in 2020 is presented in the Management Board’s Report on the Activities of IMS S.A. for the year ended 31 December 2020. The appendix to this report contains a table which was presented in the aforementioned Management Board Report.
B. On 18 September 2025, the Extraordinary General Meeting of IMS S.A. (“EGM”) adopted Resolution No. 4 on the redemption of the Company’s equity shares and Resolution No. 5 on the reduction of the Company’s share capital following the redemption of the Company’s equity shares. The equity shares were acquired as part of the Company’s Share Buy-back Programme carried out in June and July 2025. The EGM cancelled 625,000 ordinary bearer shares with a total nominal value of PLN 12,500.00, representing 1.78% of the share capital and entitling the holders to 1.78% of the votes at the General Meeting. The aforementioned shares were acquired by the Company for consideration, with the consent of the shareholders, in accordance with and within the scope of the authorisation granted to the Management Board of IMS S.A. to acquire the Company’s equity shares pursuant to Resolution No. 8 of the Company’s Ordinary General Meeting of 18 June 2025 and pursuant to Resolution No. 1 of the Company’s Management Board of 20 June 2025 concerning the conduct of the Company’s equity share buy-back programme. The redemption of the shares was a voluntary redemption within the meaning of Article 359(1) of the Commercial Companies Code and § 8(1) of the Company’s Articles of Association. On 04 November 2025, the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, registered the redemption of the Company’s equity shares, the reduction of its share capital and the amendments to the Articles of Association of IMS S.A. The share buy-back took place at a price of PLN 8.00 per share.
Re 2.
The Company’s Management Board would first like to point out that the Shareholder’s question contains an unfounded suggestion that the share price set in the context of the aforementioned issue was ‘completely detached’ from the market price. The implication is that the Company applies an inappropriate policy for setting the price of newly issued shares. This is untrue, and the Company’s Management Board categorically refutes this unfounded suggestion.
When viewed against the IMS Group’s results achieved since 2020, the Shareholder’s suggestion proves to be clearly misguided. By setting the issue price of Series D shares at PLN 0.51 as part of the Implementation of Incentive Programme IV (for the years 2021–2023) (“Programme IV”), the IMS Group quickly recovered from the most difficult period in its history – the COVID-19 pandemic – and achieved record financial results in 2024. This was achieved thanks to the commitment of everyone: Members of the Management Board, managers, employees and associates of the IMS Group. A key factor motivating them to work hard was, amongst other things, the attractive terms of Programme IV, including the aforementioned issue price. The philosophy behind incentive schemes, in which the issue price is discounted relative to the arithmetic mean of the Company’s closing share prices on the Warsaw Stock Exchange, has proved successful, and the Company’s Management Board believes that it should be continued. As can be seen, the Company’s Supervisory Board, as well as the majority of shareholders present at the General Meeting on 17 June 2026, also share this view.
A change to the aforementioned policy of incentivising people to work hard could result in the Company and the IMS Group having to significantly increase the remuneration of their best employees or associates in order to retain them. To date, we have managed to keep wages and salaries under control. It should be emphasised that, despite wage pressure, the level of remuneration within the IMS Group remains reasonable, enabling the IMS Group to achieve high profitability and to pay a high dividend regularly for the past 14 years. Should employees or associates consider that the incentive scheme is not attractive to them and will not motivate them to work hard to the same extent as a pay rise might, the Company and the entire IMS Group may have no choice but to increase salaries, which would significantly increase cash outgoings and, consequently, reduce profits and dividend payments.
Legal basis: § 20(1)( 12) of the Regulation of the Minister of Finance of 6 June 2025 on current and periodic information disclosed by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-Member State
