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.
