Management Board of IMS S.A. (“Company”, “Issuer”) informs that on 27 March this year. The Supervisory Board adopted the Rules of the “Incentive Scheme V for 2026 – 2028, for the members of the Management Board, managers, employees and associates of the companies of the IMS Capital Group” (“Regulations of Incentive Programme V”; “Regulations V”), based on managerial options. The aim of Incentive Programme V, addressed to the Members of the Management Board of IMS S.A. as well as to the managers, employees and co-operators of the companies in the IMS S.A. Capital Group, is to create an additional, strong motivating tool for the achievement of very ambitious goals through such actions as the acquisition of highly valuable entities, the generation of high sales from the current products and services, and the acquisition of new customers and new markets, which should have a significant effect on the share price of IMS S.A. The creation within the Company of significant incentives for members of the Management Board, managers, employees and associates of the IMS Capital Group to devise solutions that improve the financial performance of the IMS Capital Group, and to foster a strong sense of commitment among the best staff towards the companies of the IMS Capital Group, should lead to the realisation of ambitious plans for revenue and profit growth within the IMS Capital Group, and consequently to an increase in the value of IMS S.A. shares.

       Incentive Scheme V provides for participants to acquire rights to subscribe for a total of no more than 2,500,000 shares of a new series (representing a maximum of 7.25% of the current share capital) over the three-year duration of Incentive Scheme V, provided that such persons meet the criteria set out in the Regulations for Incentive Scheme V. Eligible participants will be able to subscribe for shares at an issue price equal to the arithmetic mean of the closing prices of IMS S.A. shares on the Warsaw Stock Exchange during the period 1 September 2025 to 28 02.2026, taking into account an 80% discount, i.e. an issue price of PLN 0.58 per share. The general criterion for acquiring the right to subscribe for shares for a given financial year, during the period 2026–2028 (‘the acquisition period’), for all participants, is maintaining an employment relationship with one of the companies of the IMS Capital Group for at least three months during the relevant acquisition period and the IMS Capital Group achieving the KPIs relating to consolidated revenue or consolidated EBITDA, or the number of subscription locations specified in the Scheme V Regulations. A specific criterion is the significant influence of participants on the Group’s companies, which is assessed by the Supervisory Board; in the case of persons who are not members of the Management Board, the Supervisory Board’s assessment will be preceded by a written proposal from the Management Board justifying the selection of the person in question. A specific pool of shares (no more than 480,000 shares over the 3-year duration of Incentive Scheme V) is dedicated to the Sales Director responsible for the sale of advertising services. In this case, the general criterion for acquiring the right to subscribe for shares for a given financial year in the period 2026–2028 (“vesting period”), is to remain in an employment relationship with one of the companies of the IMS Capital Group for at least twelve months during the relevant vesting period (the Supervisory Board may shorten this period) and to achieve the advertising services sales targets specified in Incentive Scheme V for the years 2026–2028.

        The right to subscribe for shares under Incentive Scheme V will be exercised in the form of subscription warrants issued by the Company. One warrant will entitle to acquire one share. Participants in Scheme V will be subject to a strict lock-up period during which they may not dispose of the acquired shares for a period of 18 (eighteen) months from 31 July of the year following the relevant acquisition period. The Management Board plans to present resolutions on the following items on the agenda at the next General Meeting of Shareholders:

1) Adoption of the “Incentive Scheme for members of the Management Board, managers, employees and associates of the IMS Capital Group companies for the years 2026–2028” and approval of the “Regulations for the Incentive Scheme for the years 2026–2028”;

2) The resolution to issue registered subscription warrants, whilst simultaneously depriving the Company’s existing Shareholders of their pre-emptive rights to the subscription warrants;

3) A conditional increase in the Company’s share capital through the issue of a new series of shares, whilst simultaneously depriving the Company’s existing Shareholders of their pre-emptive rights to the shares, and authorising the Management Board to draw up a consolidated text of the Company’s Articles of Association taking into account the increase in share capital in connection with the subscription for the aforementioned shares;

4) Amendments to the Company’s Articles of Association in connection with the conditional increase in share capital;

5) Adoption of the consolidated text of the Company’s Articles of Association.

The entry into force of Incentive Scheme V is conditional upon the effective adoption of the above-mentioned resolutions by the Company’s General Meeting.

Further to Current Report No. 38 of 19 December 2025, the Management Board of IMS S.A. (the “Issuer”, the “Company”) announces that on 23 March this year the Company signed an agreement and extended its  scent marketing cooperation with a Polish retail chain to cover all existing and new locations of the chain opened during the term of the agreement. The agreement was concluded for a period of 5 years. Upon expiry of the aforementioned period, the agreement shall be automatically extended for an indefinite period, provided that neither party notifies the other party, no later than 90 days prior to the expiry of this agreement, of its intention not to extend it. Following the extension of the agreement for an indefinite period, each party shall be entitled to terminate the agreement subject to a 3-month notice period. As part of the negotiations, the Issuer granted the client a small discount, which should be more than covered by the client’s newly opened locations.

Management Board of IMS S.A. (the ‘Company’, the ‘Issuer’) announces a change in the IMS Group’s dividend policy.

In connection with planned expenditure on expanding the sales departments within the IMS Group and possible acquisitions, the Issuer’s Management Board admits that it will not recommend to the Supervisory Board and the General Meeting of Shareholders every year that funds be transferred to Shareholders at a level of at least 75% of the consolidated net profit attributable to the parent company. At the same time, the Management Board maintains that its intention is to continue to share profits with Shareholders on an annual basis.

The other assumptions of the dividend policy, presented in the ESPI 4/2025 report of 2 April 2025, remain unchanged.

Estimated results of the IMS Capital Group for 2025  – DOWNLOAD

Commentary of the Issuer’s Management Board on the results achieved in 2025:

The results achieved in 2025 should be considered unsatisfactory. The IMS Group sets ambitious targets in the areas of sales, subscription location growth and profit growth. Achieving revenues in 2025 at the level of 2024 and a lower than expected number of subscription locations, especially in the context of increased spending on sales departments (which directly affects costs and profits achieved in 2025), is not only unsatisfactory but also shows that the process of building teams and scaling revenues more dynamically in individual segments will take longer than originally assumed by the Management Board.
 Nevertheless, in the opinion of the Management Board, this is the right path to take in a market with such great potential as the one in which the IMS Group operates. Therefore, expenditure on increasing the sales force will continue in subsequent periods. In the medium term, this should translate into revenue growth and profit growth. The Issuer also remains active in terms of potential mergers and acquisitions, which, if successful, will increase revenues and profits.