The Management Board of IMS S.A. (‘Issuer’) hereby announces that the Ordinary General Meeting of Shareholders of the Issuer’s subsidiary Audio Marketing spółka z ograniczoną odpowiedzialnością with its registered office in Koszalin (‘Subsidiary’) adopted a resolution on 30 June 2025 on the allocation of the Subsidiary’s net profit generated in the financial year 2024 and the payment of dividends.
The Ordinary General Meeting of Shareholders of the Subsidiary decided that the net profit generated in the financial year 2024, in the amount of PLN 2,942,167.30  (in words: two million nine hundred and fourty-two thousand one hundred sixty-seven zlotys and thirty groszy) and a further amount of PLN 3,157,832.70 (in words: three million one hundred and fifty-seven thousand eight hundred thirty-two zlotys and seventy groszy) – from the reserve capital and previously transferred to this capital as profit from previous years, i.e. a total amount of PLN 6,100,000.00 (in words: six million one hundred thousand zlotys), shall be allocated in full to the payment of dividends.
The dividend date has been set for 30 June 2025, and the dividend payment date will be 12 August 2025. The Issuer holds 100% of the shares in the Subsidiary, and the funds obtained will increase the Issuer’s current assets.

Management Board of IMS S.A. (‘Issuer’) hereby announces that the Ordinary General Meeting of Shareholders of the Issuer’s subsidiary APR spółka z ograniczoną odpowiedzialnością with its registered office in Katowice (‘Subsidiary’) adopted a resolution on 24 June 2025 on the allocation of the Subsidiary’s net profit generated in the financial year 2024 and the payment of dividends.

 The Ordinary General Meeting of Shareholders of the Subsidiary decided that the net profit generated in the financial year 2024, in the amount of PLN 3,757,107.60 (in words: three million seven hundred and fifty-seven thousand one hundred and seven zlotys and sixty groszy) and a further amount of PLN 3,243,092.40 (in words: three million two hundred and forty-three thousand ninety-two zlotys and forty groszy) – from the reserve capital and previously transferred to this capital as profit from previous years, i.e. a total amount of PLN 7,000,200.00 (in words: seven million two hundred thousand zlotys), shall be allocated in full to the payment of dividends.

The dividend date has been set for 24 June 2025, and the dividend payment date will be 27 June 2025. The Issuer holds 100% of the shares in the Subsidiary, and the funds obtained will increase the Issuer’s current assets.

Invitation to submit sale proposals fro shares of IMS S.A. – DOWNLOAD

With reference to ESPI report No. 12/2025 of 20 June 2025 and in connection with the receipt by IMS S.A. (hereinafter referred to as the ‘Company’ or the ‘Issuer’) from Dom Maklerski Banku Ochrony Środowiska S.A., ul. Marszałkowska 78/80, 00-517 Warsaw (hereinafter referred to as ‘DM BOŚ’), a signed agreement, on the basis of which DM BOŚ will act as an intermediary in the transaction of purchase of the Company’s own shares, the Issuer hereby announces the procedure and conditions for the purchase of own shares contained in the attached document ‘Invitation to submit sale proposals of IMS S.A. shares’.

Resolution No. 1 of IMS S.A. on the buyback of the Company’s Equity Shares – DOWNLOAD

 

In reference to Resolution No. 8 of the Ordinary General Meeting (‘OGM’) of IMS S.A. (“Company”, “Issuer”) of 18 June 2025, about which the Issuer’s Management Board informed in current report RB 10/2025 of 18 June 2025, the Issuer’s Management Board hereby submits:

 

– the content of Resolution No. 1 of the Management Board of IMS S.A. of 20 June 2025 on the buyback process of the Company’s Equity Shares (‘ Equity Share Buyback’). The detailed schedule of technical activities, including those performed with the investment company indicated in this announcement, has been excluded from the content, limiting the information provided below to the dates most important for shareholders in connection with the implementation of the Share Buyback.

 

The purpose of the Equity Share Buyback is for the Company to buy back no more than 625,000 (in words: six hundred and twenty-five thousand) of its Equity Shares for redemption (‘Equity Shares’). The Equity Shares represent approximately 1.78% of the total number of shares in the Company. In accordance with the provisions of the above-mentioned Resolution No. 8 of the General Meeting of Shareholders, the buyback of Equity Shares may take place by 31 July 2025.

 

The General Meeting of Shareholders allocated up to PLN 5,000,000 (in words: five million zlotys) from the reserve capital for the buyback of Equity Shares, which will be additionally increased by the costs of the Equity Share Buyback.

 

The buyback of Equity Shares will be carried out by way of an invitation to submit offers to sell the Company’s shares addressed to all shareholders of the Company. The invitation will be announced on 23 June 2025, the submission of offers to sell will last from 25 June 2025 to 16 July 2025, and the conclusion and settlement of transactions based on the allocation of Equity Shares will take place on 22 July 2025.

 

The Buyback of Equity Shares will be carried out on a pro rata basis.

 

Dom Maklerski Banku Ochrony Środowiska S.A., ul.
 Marszałkowska 78/80, 00-517 Warsaw, has been selected as the intermediary for the Buyback of Equity Shares, with which the Company will conclude a separate agreement.

 

Detailed legal basis: Art. 17(1) MAR – confidential information and Art. 2 of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016.

The Management Board of IMS S.A. (“the Company”) announces the list of shareholders holding at least 5% of votes at the Annual General Meeting of the Company held on 18.06.2025, 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) Michał Kornacki – number of shares held: 6.643.044, number of votes attributable to shares held: 6.643.044, which entitled to 29.36% of votes at the Annual General Meeting and constitutes 18.93% of the total number of votes;
2) Dariusz Lichacz – number of shares held: 6.500.000, number of votes attributable to shares held: 6.500.000, which entitled to 28.73% of votes at the Annual General Meeting and constitutes 18.52% of the total number of votes;
3) CACHEMAN LIMITED – number of shares held: 3.550.862, number of votes attributable to shares held: 3.550.862, which entitled to 15.69% of votes at the Annual General Meeting and constitutes 10.12% of the total number of votes;
4) FRAM Fundacja Rodzinna – number of shares held: 2.219.346, number of votes attributable to shares held: 2.219.346, which entitled to 9.81% of votes at the Annual General Meeting and constitutes 6.32% of the total number of votes;
5) PEPE Fundacja Rodzinna – number of shares held: 1.824.110, number of votes attributable to shares held: 1.824.110, which entitled to 8.06% of votes at the Annual General Meeting and constitutes 5.20% of the total number of votes.

The Management Board of IMS S.A. (the “Company”, the “Issuer”) provides the contents of the resolutions adopted on 18.06.2025 by the Annual General Meeting (the “AGM”) and the contents of the voting documents as attached.
At the same time, the Management Board of the Company informs that during the AGM, 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 AGM.

Detailed legal basis:
§ 19(1) (6), (7), (8), (9) of the Regulation of the Minister of Finance on current and periodic information.

The Management Board of IMS S.A. hereby announces that on 18 June 2025, the Ordinary General Meeting of IMS S.A. (“OGM”) adopted a resolution on the distribution of the Company’s net profit for 2024 and authorising the Management Board to acquire the Company’s own shares for redemption.

 The GSM decided to allocate the Company’s net profit for 2024 in the amount of PLN 8,815,825.29:

• increased by PLN 2,300,244.97. which, pursuant to Resolution No. 4 of 20 November 2024 of the Extraordinary General Meeting of the Company (‘EGM’), was allocated to the reserve capital for the purpose of paying the Company’s shareholders an advance dividend towards the dividend for the financial year 2024 (‘Advance Dividend’) and
• less PLN 5,615,053.76 paid by the Company on 6 December 2024 as the Advance Dividend,

to be allocated in full to the reserve capital to finance the Company’s buyback of its equity shares, together with the costs of such buyback.

The payment for 2024 will be made in two ways:

1. Buyback of own shares in the form of dividends with the following parameters:

– buyback price of PLN 8 per share;

– buyback value of PLN 5 million plus buyback costs;

– maximum buyback volume of 625,000 shares;

– form of buyback – invitation to all Shareholders to submit offers to sell their shares;

– buyback date – by the end of July 2025.

The bought back shares will be redeemed.

2. Payment of dividends for 2024 in the amount of PLN 5.6 million, i.e. PLN 0.16 per share, in accordance with the rules specified in the following sentence. In December 2024, the Company paid an advance dividend for 2024 in the amount of PLN 5.6 million, i.e. PLN 0.16 per share, which exhausts the requested dividend amount from the 2024 profit. The dividend covered 35.094.086 shares of the Company.

Detailed legal basis:

• 19, item 2 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.