Management Board of IMS S.A. (“The Issuer”, “the Company”) hereby informs that on 23 October 2026 received from JRH Alternatywna Spółka Inwestycyjna Spółka Akcyjna, with its registered office in Kraków (“JRH”), acting on its own behalf and on behalf of and for the benefit of EKIPA Investments ASI Sp. z o.o., with its registered office in Kraków (“EKIPA”), a letter concerning the exercise of the right to convert shares held in Closer Music Sp. z o.o., with its registered office in Warsaw (“CM”), into shares in IMS S.A. (“Conversion Right”).
In accordance with the provisions of the Investment Agreement dated 12 November 2023 (“Agreement”), the conclusion of which was announced by the Issuer in ESPI Report No. 43/2023 dated 13 November 2023, JRH and EKIPA (‘the Investors’) held the Conversion Right, which they could exercise between the 24th and 36th month following the signing of the Agreement, which meant that the Investors had an unconditional right to request the conversion of all 627 shares held by the Investors in CM into 854,700 newly created IMS shares at a share price (issue price) of PLN 3.51 per share.
In accordance with the Agreement, as a result of exercising the Conversion Right, the Investors will sell to the Issuer the 627 shares held by the Investors in CM, for a total price of PLN 3 million (JRH for PLN 2 million and EKIPA for PLN 1 million) and will subscribe for a total of 854,700 of IMS E Series shares (representing, as at the date of publication of this report, 2.48 per cent of the total number of shares and entitling the holders to 2.48 per cent of the total number of votes at the general meeting) in exchange for a cash contribution totalling PLN 3 million (JRH contributing PLN 2 million and EKIPA PLN 1 million). Settlement of the above transaction will take place by offsetting the sale price for the shares in CM against the issue price for the E Series shares.
The E Series shares will be acquired in exercise of the rights attached to 854, 700 Subscription Warrants issued pursuant to Resolution No. 4 of 10 January 2024 of the Extraordinary General Meeting of IMS Spółka Akcyjna, with its registered office in Warsaw, concerning the issue of registered E Series subscription warrants, with the simultaneous deprivation of the existing Shareholders of the Company of their pre-emptive rights to E Series subscription warrants (“EGS Resolution No. 4”).
E Series shares are shares issued as part of the conditional capital established pursuant to Resolution No. 5 of 10 January 2024 of the Extraordinary General Meeting of IMS Spółka Akcyjna, with its registered office in Warsaw, concerning a conditional increase in the Company’s share capital through the issue of E Series 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 the share capital in connection with the subscription of Series E shares (“EGM Resolution No. 5”) and Resolution No. 6 of 10 January 2024 of the Extraordinary General Meeting concerning an amendment to the Company’s Articles of Association (“EGM Resolution No. 6”).
The Issuer reported on the adoption of EGM Resolutions Nos. 4–6 in ESPI Current Report No. 1/2024 dated 10 January 2024, and on the registration of amendments to the IMS Articles of Association resulting from EGM Resolution No. 6 in ESPI Current Report No. 4/2024 dated 27 February 2024.
In accordance with the provisions of the Agreement, the Issuer is obliged to admit Series E shares to trading on the WSE within 6 months of the date on which they are taken up by the Investors. Investors are obliged not to dispose of E Series shares for a period of 12 months from the date of their admission to public trading on the market operated by the WSE, but for no longer than 15 months from the date of their allocation in accordance with Article 451 § 2 of the Commercial Companies Code.