ESPI 1/2026 Dates of publication of periodic reports in 2026

The Board of Directors of IMS S.A. (the “Company”, the “Issuer”) hereby announces the dates of publication of periodic reports in the financial year 2026:

  1. Consolidated quarterly reports:

– the quarterly report for Q1 2026 – 28.05.2026

– the quarterly report for Q3 2026 – 26.11.2026

  1. The consolidated interim report for H1 2026 – 17.09.2026 
  2. The annual report – separate – for 2025 – 23.04.2026 
  3. The annual report – consolidated – for 2025 – 23.04.2026.

The Board of Directors of the Company informs that pursuant to Article 63 paragraphs 1 and 3 of the Regulations of the Minister of Finance of 6 June 2025 on current and periodic information published by issuers of securities and conditions for recognition as equivalent the information required by laws of non-EU member states (“Regulations”) the consolidated quarterly reports and the consolidated interim report will include the quarterly financial information and the condensed interim financial statements respectively.

At the same time, the Board of Directors of the Company informs that pursuant to Article 83 paragraph 2 of the Regulations the Issuer will not publish quarterly reports for Q4 2025 and Q2 2026.

Detailed legal basis: Article 84 paragraph 1 of the Regulations of the Minister of Finance of 6 June 2025 on current and periodic information published by issuers of securities and conditions for recognition as equivalent the information required by laws of non-EU member states.

ESPI 39/2025 Information on transactions on shares of the company

INFORMATION 19 MAR M. KORNACKI – DOWNLOAD

The Board of Directors of IMS S.A. informs of the receipt on 23 December 2025 of the notification pursuant to Article 19 paragraph 1 of the MAR from the President of the Board IMS S.A. Mr Michał Kornacki regarding the acquisition shares of IMS S.A.

The notification constitutes an attachment to this report.

ESPI 38/2025 Termination of a material contract

Management Board of IMS S.A. (“Issuer”, “Company”) announces that on 19 December 2025 the Company received notice of termination of the current scent marketing agreement from a Polish retail chain, effective as of 31 March 2026. The agreement is significant due to the Issuer servicing nearly 1,300 subscription locations for this customer. The customer is currently conducting a tender, in which the Issuer is also participating. The Company will make every effort to extend its cooperation with the customer on terms satisfactory to both parties.

ESPI 37/2025 Appointment of a Member of the Supervisory Board

Curriculum vitae of a Member of the Supervisory Board of IMS S.A. – DOWNLOAD

Management Board of IMS S.A. (“Issuer”, “Company”), in connection with ESPI report 36/2025 of 9 December 2025, hereby announces that the Supervisory Board of the Company, pursuant to § 12(4) 4 of the Articles of Association of IMS S.A., on 19 December 2025, by Resolution No. 1, appointed Mr Jerzy Motz as a Member of the Company’s Supervisory Board with effect from 19 December 2025.

Mr Jerzy Motz does not conduct any competitive activity in relation to IMS S.A., does not participate in a competitive company as a partner in a civil law partnership, partnership or capital company, and is not a member of a governing body of a capital company or any other legal person He is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register, nor in the Register of Debtors maintained pursuant to the Act on the National Register of Debtors, which replaced the Register of Insolvent Debtors.

The curriculum vitae of the Member of the Supervisory Board has been presented in the appendix to the report.

The newly elected Member of the Company’s Supervisory Board will be presented for approval at the next General Meeting of the Issuer.

 

Detailed legal basis:

  • 5 point 6 in conjunction with §11 of the Regulation on current and periodic information

ESPI 36/2025 Resignation of a Member of the Supervisory Board

The Management Board of IMS Spółka Akcyjna with its registered office in Warsaw (the ‘Company’) hereby announces that on 9 December 2025, Mr Jarosław Dominiak resigned from his position as a Member of the Company’s Supervisory Board, effective as of 9 December 2025.

The resignation submitted does not contain information on the reasons for it.

 

Detailed legal basis: § 5(5) and § 10 of the Regulation of the Minister of Finance of 06 June 2025 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.

ESPI 35/2025 Signing of a significant contract by Closer Music Sp. z o.o.

Management Board of IMS S.A. (“Issuer”) announces that on 26th November 2025, its subsidiary Closer Music Sp. z o.o. (“CM”) has signed a significant commercial agreement (“Agreement”) with a well-known international clothing brand with a global reach for comprehensive music services for the brand’s retail outlets. The Agreement covers a premium service for the customer’s locations. Under the agreement, the customer receives a dedicated music programme for their stores and, for a separate fee, has the option of using Closer Music’s music databases on digital channels and social media via the Closer Music online platform. The estimated (non-binding) number of locations served during the 12-month term of the agreement is 1,500. Over 90% of the above-mentioned locations are outside Poland. The agreement is significant both in terms of the estimated number of subscription locations and the annual revenue generated. The agreement is subject to a condition precedent, which is a trial period in selected locations during the first two months of the agreement (December 2025 – January 2026), during which the customer may terminate the Agreement. After the trial period, the Agreement automatically becomes a 2-year fixed-term agreement. The Agreement is automatically extended for a further fixed term of twelve months, unless either party effectively delivers a written notice of termination of the Agreement to the other party at least thirty days before the expiry of the Agreement. Such renewal (prolongation) of the Agreement shall be repeated after each consecutive period of the Agreement.

 

Apart from the great benefits related to the generated revenue and profit from the contract, in the Issuer’s opinion, the aforementioned contract is also very important due to the fact that another large international player has appreciated the quality of CM’s music content and the professionalism of the services provided.

ESPI 34/2025 Change in major shareholdings

INFORMATION 69 MAR A. CZESZEJKO-SOCHACKI – DOWNLOAD

Management Board of IMS S.A. (‘Company’) announces that on 04 November 2025 the Company received a notification, pursuant to Art. 69.1.1(a) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, from Cacheman Limited on a change in its share in the total number of votes in IMS SA.

The submission of the above notification is related to a change (increase) in the share of the total number of votes in the Company in connection with the registration of the redemption of IMS S.A. own shares by the District Court for  the Capital City of Warsaw in Warsaw.

 

The notification is attached to this report.

ESPI 33/2025 Registration of redemption of shares and amendments to the Company’s Articles of Association – reduction of the Company’s share capital

Management Board of IMS S.A. (“Company”, “Issuer”) hereby announces that today it has been notified of the registration on 4 November 2025 by the District Court for the Capital City of Warsaw in Warsaw,  13th Commercial Division of the National Court Register, of the cancellation of the Company’s own shares and the reduction of its share capital, as well as amendments to the Articles of Association of IMS S.A.

The Company’s share capital after its reduction has been registered by the Court currently amounts to PLN 689,381.72 (in words: six hundred and eighty-nine thousand, three hundred and eighty-one zlotys and 72/100). The share capital is divided into 34,469,086 (thirty-four million four hundred and sixty-nine thousand eighty-six) bearer shares, including:

 

-30,053,648 (thirty million fifty-three thousand six hundred and forty-eight) series A bearer shares representing the same number of votes at the General Meeting,

– 491,586 (four hundred and ninety-one thousand, five hundred and eighty-six) series C bearer shares representing the same number of votes at the General Meeting,

– 3,923,852 (three million nine hundred and twenty-three thousand eight hundred and fifty-two) series D bearer shares representing the same number of votes at the General Meeting.

 

with a nominal value of PLN 0.02 (two groszy) each.

The total number of votes resulting from all shares is 34,469,086 votes.

 

The change in the share capital was registered in connection with Resolution No. 5 of the Extraordinary General Meeting of IMS Spółka Akcyjna of 18 September 2025, pursuant to which the share capital was reduced from PLN 701,881.72 (seven hundred and one thousand eight hundred and eighty-one zlotys and 72/100) by PLN 12,500.00 (twelve thousand five hundred zlotys) through the redemption of 625,000 (six hundred and twenty-five thousand) shares of the Company entitling to 625,000 votes, constituting 1.78% of the share capital and entitling to 1.78% of votes at the General Meeting.

The redemption of 625,000 shares of the Company, which the Company acquired for consideration under the authorisation of the Management Board of the Company to acquire own shares pursuant to Resolution No. 8 of the Ordinary General Meeting of the Company of 18 June 2025 and Resolution No. 1 of 20 June 2025 of the Management Board of IMS S.A., took place with the consent of the shareholders (voluntary redemption), pursuant to Resolution No. 4 of the Extraordinary General Meeting of IMS Spółka Akcyjna of 18 September this year.

At the same time, the Court, pursuant to Resolution No. 6 of the Extraordinary General Meeting of IMS Spółka Akcyjna of 18 September 2025, registered amendments to the Articles of Association of the Company. Attached to this report, the Issuer provides a list of all registered amendments to the document.

 

The Company does not currently hold any equity shares.

 

 

Detailed basis: paragraph 5 item 1 and of paragraph 6 RMF of the Regulation on current and periodic information.

ESPI 32/2025 Approval of the Supervisory Board regarding the payment of an advance dividend for 2025

With reference to the current report no 31/2025, the Management Board of IMS S.A. (the ‘Company’) hereby announces that on 30 October 2025, the Company’s Supervisory Board approved the payment of an advance dividend for 2025 in the amount of PLN 4,136,290.32 (four million one hundred and thirty-six thousand two hundred and ninety zlotys and thirty-two groszy) (the ‘Advance Payment’). The amount of the Advance Payment was determined in accordance with the provisions of Article 349 § 2 of the Commercial Companies Code.


The Advance Payment will cover 34,469,086 shares of the Company, i.e. excluding 625,000 treasury shares of the Company, which means that PLN 0.12 (twelve groszy) will be allocated per share.
The date on which the persons entitled to the Advance Payment are determined has been set for 10 December 2025, while the date of payment of the Advance Payment has been set for 15 December 2025.

The payment of the advance dividend is in line with the Dividend Policy pursued by the IMS Group. This is the 14th consecutive year in which the Company has shared its profits with its Shareholders.

ESPI 31/2025 Dividend advance payment for 2025

Management Board of IMS S.A. (“Company”) hereby announces that, acting pursuant to Article 349 § 1 of the Commercial Companies Code in connection with the provision of § 22(3) of the Company’s Articles of Association, following the approval by the Ordinary General Meeting of the Company of the Company’s financial statements for the financial year 2024 showing a net profit, and following the preparation by the Company of the financial statements for the financial year 3 of the Company’s Articles of Association, following the approval by the Ordinary General Meeting of the Company of the Company’s financial statements for the financial year 2024 showing a net profit and following the preparation by the auditor of the interim financial statements of the Company for the first half of 2025, which also showed a net profit of the Company, on 30 October 2025, it adopted a resolution to pay an advance payment of PLN 0.12 (twelve groszy) towards the dividend for the financial year 2025, for each of the 34,469,086 shares of the Company, i.e. excluding 625,000 of the Company’s own shares (‘Advance Payment’).

The Management Board allocates PLN 4,136,290.32 (four million one hundred and thirty-six thousand two hundred and ninety zlotys and thirty-two groszy) for the payment of the Advance Payment. The amount of the Advance Payment was determined in accordance with the provisions of Article 349 § 2 of the Commercial Companies Code. When determining the amount of the Advance Payment, the Company’s own shares were taken into account in accordance with the provisions of Article 349 § 2 of the Commercial Companies Code.

The Company’s Management Board set 10 December 2025 as the date on which the persons entitled to the Advance Payment are determined, and 15 December 2025 as the date of payment of the Advance Payment.

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.