ESPI 26/2026 Conversion of the shares in Closer Music Sp. z o.o. held by JRH and EKIPA into shares in IMS S.A.

 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.

ESPI 25/2026 Approval of the Supervisory Board regarding the payment of an advance dividend for 2026

With reference to the current report no 24/2026, the Management Board of IMS S.A. (the ‘Company’) hereby announces that on 30 October 2026 The Company’s Supervisory Board approved the payment of an interim dividend for 2026 in the amount of 6,204,435.48 PLN (six million two hundred four thousand four hundred thirty-five zlotys and forty-eight groszy) (“Advance”). The amount of the Advance Payment was determined in accordance with the provisions of Article 349 § 2 of the Commercial Companies Code. The advance will cover 34,469,086 shares of the Company, which means that the amount per share will be 0.18 PLN (eighteen groszy).

 

The record date for determining eligibility for the Advance has been set for 1st December 2026, while the payment date for the Advance has been set for 3rd December 2026.

The payment of the advance dividend is in line with the Dividend Policy pursued by the IMS Group. This is the 15th consecutive year in which the Company has shared its profits with its Shareholders.

ESPI 24/2026 Dividend advance payment for 2026

Management Board of IMS S.A. (the “Company”) hereby announces that, acting pursuant to Article 349(1) of the Commercial Code, in conjunction with the provision of § 22(3) of the Company’s Articles of Incorporation, following the approval by the Company’s Ordinary General Meeting of Shareholders of the Company’s financial statements for the 2025 fiscal year showing a net profit, and following the preparation by a certified public accountant of an interim audit of the Company’s financial statements for the first half of 2026, which also showed a net profit for the Company, on 20th October 2026, adopted a resolution to pay an advance of

PLN 0.18 (eighteen groszy) toward the dividend for the 2026 fiscal year on each of the Company’s 34,469,086 shares (“Advance”).

The Management Board has allocated the amount of 6,204,435.48 PLN (six million two hundred four thousand four hundred thirty-five zlotys and forty-eight groszy) for the payment of the Advance. The amount of the Advance was determined in accordance with the provisions of Article 349 § 2 of the Commercial Companies Code.

 

The Company’s Management Board set 01 December 2026 as the date on which the persons entitled to the Advance are determined, and 03 December 2026 as the date of payment of the Advance.

 

The payment of the Advance is conditional upon the Company’s Supervisory Board granting its consent, as referred to in Article 349 § 1 of the Commercial Companies Code in connection with § 16(2)(6) of the Company’s Articles of Association.

 

The high advance for 2026 (equivalent to the total dividend for 2025) reflects the IMS Capital Group’s very strong financial position and results, which are in line with the forecast issued on September 15 of this year. The year 2026 marks the 15th consecutive year in which the Company has distributed profits to its shareholders.

ESPI 23/2026 Information on transactions in the Company’s shares

INFORMATION 19 MAR A. CZESZEJKO-SOCHACKI – DOWNLOAD

The Board of Directors of IMS S.A. informs of the receipt on 16 October 2026 of the notification pursuant to Article 19 paragraph 1 of the MAR from the member of the Supervisory Board of IMS S.A. Mr Artur Czeszejko-Sochacki regarding the acquisition shares of IMS S.A.

The notification constitutes an attachment to this report.

ESPI 22/2026 Positive opinion of the Supervisory Board regarding the policy on IMS S.A. share-based incentive schemes

                Management Board of IMS S.A. (“Company”, “Issuer”) informs that on 14 October this year. The Company’s Supervisory Board issued a favourable opinion on the policy regarding IMS S.A.’s share-based incentive schemes, as set forth in the resolution of the Company’s Management Board dated October 12, 2026, published in ESPI Report 21/2026 on October 12, 2026.

ESPI 21/2026 Adoption by the Management Board of a policy regarding IMS S.A. stock-based incentive schemes

Management Board of IMS S.A. (“the Issuer,” “the Company”) announces that on October 12 of this year, it adopted a resolution regarding the adoption of a policy on recommending to the Company’s Supervisory Board and the Company’s General Meeting the rules for adopting IMS S.A. share-based incentive schemes (“the Policy”).

 

In accordance with the Policy:

  • provided that such a recommendation is made, the Company’s Management Board will recommend the adoption of subsequent incentive schemes at the Company no earlier than 3 years after the end of the last year for which shares were acquired under the most recently completed incentive schemes;
  • if such a recommendation is made, the Company’s Management Board will recommend the adoption of incentive schemes involving the issuance (under a single incentive schemes) of no more than 3% of the total shares in the Company’s share capital as of the date the recommendation is submitted;
  • the issue price of shares in the incentive program will be recommended with a discount relative to the current market price. However, the recommended discount will not exceed that specified in the incentive scheme approved by Resolution No. 22 of the Ordinary General Meeting held on June 17, 2026;
  • incentive schemes will be implemented in accordance with regulations providing, in particular, for:
    1. the terms and conditions for acquiring warrants and shares (KPIs);
    2. the issuance of subscription warrants, on the basis of which the Company’s shares will be acquired;
    3. the issuance of subscription warrants, and consequently shares of the Company, to persons approved by the Company’s Supervisory Board, taking into account the proposal of the Company’s Management Board (the Management Board’s proposal in the case of persons participating in the incentive scheme who are not members of the Company’s Management Board);
    4. imposing a lock-up period on shares acquired under the incentive scheme, prohibiting their sale for a period of at least 18 months from the date of their acquisition.

 

Management Board’s Comments on the Adopted Resolution.

 

The Management Board continues to believe that incentive schemes based on the Company’s shares are a very important tool for motivating employees to achieve above-average results. Nevertheless, future share-based schemes—if recommended—will be smaller in scope, targeted at a narrower group of beneficiaries, and implemented less frequently than in the past. The earliest possible recommendation (if any) would pertain to the 2032 fiscal year.

ESPI 20/2026 Information on transactions in the Company’s shares

INFORMATION 19 MAR A. CZESZEJKO-SOCHACKI – DOWNLOAD

The Board of Directors of IMS S.A. informs of the receipt on 2 October 2026 of the notification pursuant to Article 19 paragraph 1 of the MAR from the member of the Supervisory Board of IMS S.A. Mr Artur Czeszejko-Sochacki regarding the acquisition shares of IMS S.A.

The notification constitutes an attachment to this report.