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.

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.

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.

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.

                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.

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.

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.

Management Board of IMS S.A. (‘the Issuer’, ‘the Company’) forecasts that, for the full year 2026, the IMS Group will achieve revenue of PLN 80 million and adjusted EBITDA (EBITDA plus the non-cash costs of the IMS S.A. share-based incentive scheme) of PLN 23 million.
 Compared with 2025, this represents an increase in revenue of PLN 13.7 million (a 21 per cent rise) and an increase in adjusted EBITDA of PLN 4.1 million (a 22 per cent rise). The IMS Group is recording sales growth across all its core business segments. Segments related to digital signage – DS advertising services and sales of DS systems – are growing particularly strongly.

Management Board of IMS S.A. (“Company”) hereby announces that it has received today a decision of the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, concerning the registration on 22 July 2026 of amendments to the Company’s Articles of Association. The amendments to the Articles of Association were made pursuant to Resolution No. 25 of the Ordinary General Meeting of the Company of 17 June 2026.

Following the aforementioned registration, the Company’s conditional share capital amounts to no more than PLN 67,094.00 (sixty-seven thousand and ninety-four zlotys) and comprises no more than: (i) 854,700 (eight hundred and fifty-four thousand seven hundred) Series E shares and (ii) 2,500,000 (two million five hundred thousand) Series F shares. Series E shares and Series F shares are ordinary bearer shares with a nominal value of 0.02 (two) groszy each. Each share entitles the holder to 1 (one) vote.

A list of amendments, as well as the Consolidated Text of the Company’s Articles of Association, are attached to this report.

Specific legal basis: Para 5.1 of the Regulation of the Minister of Finance of 6 June 2025 on current and periodic information disclosed by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-Member State

Management Board of IMS S.A. (the “Issuer”) announces that on 13 July this year, an investment agreement (the “Agreement”) was signed concerning the acquisition of a controlling stake of 75.3 per cent in Digitall Concept Sp. z o.o., with its registered office in Kraków (“DC”), which operates in the digital signage sector. The parties to the Agreement are:

IMS S.A. and Revo DOOH Sp. z o.o. (the acquiring entity, in which IMS S.A. held 100 per cent of the shares prior to the signing of the Agreement);

– three family foundations in the process of being established, which held 100 per cent of DC’s shares prior to the signing of the Agreement;

– three individuals who are the founders of the aforementioned foundations (the founders);

– Digitall Concept Sp. z o.o., with its registered office in Kraków (the acquired entity).

DC is a rapidly growing company that has been operating in the Digital Signage (“DS”) sector for several years. It provides high-quality solutions to retail and service outlets across Europe.
 The acquisition of DC is a very significant step for the Issuer’s Capital Group, aimed at consolidating the Digital Signage market. DC is not only a rapidly growing, highly profitable entity, but the acquisition also offers a great deal of synergy. Thanks to the acquisition of DC and the subsequent addition of further shopping centres and other Digital Signage locations, advertising reach and opportunities for selling DS advertising services will increase significantly. This will enable us to consolidate or even improve upon the third position we currently hold in the DOOH category in Poland (Gemius Mediapanel survey from April this year – 3rd place and 32.1% reach). One of DC’s major clients is the Italian group Luxottica, for which DC supplies products and services in over a dozen European countries. Luxottica is the world’s largest company in the optical sector, with nearly 20,000 stores. The partnership with this company, which has a vast number of retail and service outlets (as well as collaborations with several other major DC clients), presents the IMS Capital Group with significant opportunities to launch subscription-based audio and scent marketing services on a broad, international scale. The acquisition of DC brings the IMS Capital Group much closer to achieving one of its strategic objectives, namely to generate PLN 90–100 million in consolidated revenue by 2027.

Selected financial data for Digitall Concept Sp. z o.o. (prepared in accordance with the Accounting Act, not audited) for the last two completed balance sheet years, i.e. 2025 and 2024, are as follows:

2025

Income: PLN 12,372 k

EBIT PLN 1,704 k

EBITDA PLN 1,706 k

Net profit PLN 1,447 k

Short-term receivables PLN 3,722 k

Cash PLN 1,076 k

Inventories PLN 237 k

Share capital PLN 1,826 k

Liabilities and provisions for liabilities PLN 3,370 k

2024

Income: PLN 8,281 k

EBIT PLN 780 k

EBITDA PLN 780 k

Net profit PLN 741 k

Short-term receivables PLN 3,467 k

Cash PLN 955 k

Inventories PLN 188 k

Share capital PLN 1,278 k

Liabilities and provisions for liabilities PLN 3,347 k

The acquisition of a controlling stake in DC is taking place under an earn-out arrangement. A very significant portion of the payment to the existing owners of 100% of DC’s shares will depend on the profits that DC generates for the IMS Capital Group in the coming years. As at the acquisition date, Revo DOOH paid a total of 2,900 k PLN (with DC’s cash surplus in its accounts exceeding its financial liabilities by 962 k PLN), and new Revo DOOH shares were issued to the existing owners of DC, representing 10% of the pre-money share capital (9.1% post-issue) as part of an increase in Revo’s share capital. In October this year, an additional cash settlement will take place, whereby the purchase price will be adjusted (upwards or downwards), depending on the collection of DC’s trade receivables shown on DC’s balance sheet as at the acquisition date in relation to DC’s trade payables as at the acquisition date. The estimated additional payment to DC’s existing owners (or the return of cash by them to Revo DOOH) is within the range of +/- 500 k PLN Subsequent payments to the former owners of DC will be made by the end of September in 2027, 2028, 2029, 2030 and 2031 respectively, and will amount to:

– in 2027 – 25 per cent of DC’s net profit generated during the period 13 July 2026 – 31 December 2026, to be distributed in total amongst DC’s existing owners;

– in 2028 – the total payment to be divided amongst the current owners of DC will amount to 1,600 k PLN if DC’s net profit for 2027 amounts to at least 800 k PLN and 8,200 k PLN if DC’s net profit for 2027 amounts to at least 4,100 k PLN

– in 2029, 2030 and 2031 – 25% of DC’s net profit generated in 2028, 2029 and 2030 respectively, in total, to be distributed amongst DC’s existing owners.

Net profit means net profit calculated in accordance with IFRS. Revo DOOH guarantees these payments, for as long as it holds a controlling stake in Revo DOOH, up to an amount of 6,000 k PLN IMS S.A. The three individuals who are the founders (founding members) of the foundations—which were the 100% owners of DC—and who have hitherto held positions on the management board, are guaranteed a seat on the management board for a period of 5–7 years from the signing of the Agreement. The Issuer has the right to appoint a majority of the management board at DC. Each of the aforementioned individuals also signed a non-competition agreement on the date the Agreement was signed. This agreement provides for a non-competition period of 5 years from the date on which the relevant partner ceases their cooperation with the IMS Capital Group, and imposes heavy penalties for breaching it.

The Agreement also includes, amongst other things, future corporate governance rules for DC, remuneration rules for members of DC’s management board, customary transaction rights (including anti-dilution, tag-along, drag-along, pre-emption rights, call options and put options), representations and warranties, and contractual penalties that are appropriate and determined on market terms for this type of transaction. The agreement comes into force upon its conclusion and remains binding on a party to the agreement for as long as that party holds any shares in DC or, as the case may be, in Revo DOOH (whichever of the aforementioned periods of shareholding is longer shall apply).

The public disclosure of confidential information regarding the signing of the “Framework Terms of the Transaction (Term Sheet)”, i.e. the document setting out the preliminary terms of the acquisition of Digitall Concept Sp. z o.o., was delayed by the Issuer on 22 May 2026 pursuant to Article 17(4) of the MAR.