The Management Board of IMS SPÓŁKA AKCYJNA with its registered office in Warsaw (address: ul. Puławska 366,
02-819 Warsaw), entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw, Poland, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under the number KRS 0000278240, REGON 016452416, NIP 5252201663, with the share capital of PLN 689,381.72, paid in full (hereinafter referred to as: The “Company”), acting pursuant to Article 399 § 1 of the Commercial Companies Code in connection with § 10.3 (first sentence) of the Company’s Articles of Association, convenes for 17 June 2026 the Ordinary General Meeting of the Company to be held at the Company’s registered office in Warsaw at ul. Puławska 366, for 11:00.

The agenda of the Ordinary General Meeting of the Company is as follows:

• Opening of the Ordinary General Meeting of the Company,
• Election of the Chairperson of the Ordinary General Meeting of the Company,
• Drawing up the attendance list and stating the correctness of convening the Ordinary General Meeting of the Company and its ability to adopt resolutions,
• Election of the Vote Counting Committee,
• Adoption of the agenda of the Ordinary General Meeting of the Company,
• Review of the Company’s financial statements for 2025, including the independent auditor’s report on the audit of the Company’s financial statements for 2025,
• Review of the Management Board’s report on the Company’s activities for 2025,
• Review of the consolidated financial statements of the Company’s Capital Group for 2025, including the independent auditor’s report on the audit of the consolidated financial statements of the Company’s Capital Group for 2025,
• Examination of the report on activities of the Company’s Capital Group for 2025,
• Examination of the report of the Company’s Supervisory Board on the results of the evaluation of the Company’s financial statements and the report of the Management Board on the Company’s activities for 2025, the consolidated financial statements of the Company’s Capital Group and the report on the activities of the Company’s Capital Group for 2025 and the proposal of the Management Board on the distribution of the Company’s net profit for 2025 and the proposal of the Company’s Supervisory Board on granting a vote of acceptance to members of the Company’s Management Board for the discharge of their duties in 2025,
• Consideration of the 2025 Directors’ and Officers’ Compensation Report, including the auditor’s evaluation,
• Adopting a resolution on the approval of the Company’s financial statements for 2025,
• Adoption of a resolution on the approval of the Management Board’s report on the Company’s activities for 2025,
• Adoption of a resolution on the approval of the consolidated financial statements of the Company’s Capital Group for 2025,
• Adoption of a resolution on the approval of the report on the activities of the Company’s Capital Group for 2025,
• Adoption of a resolution on the distribution of the Company’s net profit for 2025,
• Adoption of a resolution on the approval of the appointment of a member of the Company’s Supervisory Board,
• Adoption of resolutions on granting discharge to members of the Supervisory Board of the Company for the performance of their duties in 2025,
• Adopting resolutions on granting discharge to members of the Company’s Management Board for the performance of their duties in 2025,
• Adoption of a resolution on the adoption of the Incentive Scheme for the members of the Management Board, managers, employees and co-operators of the companies of the IMS Capital Group for the years 2026-2028 and approval of the Incentive Scheme Regulations V,
• Adoption of a resolution regarding the issue of registered series F subscription warrants, with the simultaneous exclusion of the pre-emptive rights of the Company’s existing Shareholders to series F subscription warrants,
• Adoption of a resolution on a conditional increase in the share capital of the Company through the issue of series F shares, with simultaneous exclusion of the pre-emptive rights of the existing shareholders of the Company, and on the authorisation of the Company’s Management Board to determine the uniform text of the Articles of Association of the Company, taking into account the increase in the share capital in connection with the acquisition of series F shares,
• Adoption of a resolution on amending the Company’s Articles of Association,
• Adoption of a resolution on establishing and adopting the uniform text of the Articles of Association of the Company,
• Adoption of a resolution on giving an opinion on the selection of an auditor to evaluate the report on remuneration of the members of the Management Board and Supervisory Board for 2025 and to give an opinion on the report on remuneration of the members of the Management Board and Supervisory Board for 2025,
• Free queries and requests,
• Closing of the Ordinary General Meeting of the Company.

Management Board of IMS S.A. (the “Company”, the “Issuer”) announces that today the Company’s Supervisory Board has approved the Management Board’s recommendation to the Annual General Meeting regarding the distribution of the net profit (“Profit”) for the year 2025.

According to the proposal presented, the net Profit for 2025, amounting to PLN 21,418,301.28, is to be distributed as follows:

1. PLN 6,204,435.48 for the payment of a dividend to the Company’s shareholders, payable to shareholders in proportion to the shares held, i.e. PLN 0.18 per share. Taking into account the interim dividend for the 2025 financial year, i.e. an interim dividend of PLN 4,136,290.32, paid by the Company on 15 December 2025 pursuant to the Management Board’s Resolution of 30 October 2025, the remaining dividend for the financial year 2025 will be paid to shareholders in the amount of PLN 2,068,145.16, i.e. PLN 0.06 per share. The dividend will cover 34,469,086 shares of the Company,
   
   
2. the sum of PLN 15,213,865.80 to the Company’s reserve capital.

The above proposal is in line with the Company’s dividend policy. When taking the final decision in this regard, the Issuer’s Annual General Meeting will determine the record date for the list of shareholders entitled to the dividend and the dividend payment date.

Management Board of IMS S.A. (the “Company”, the “Issuer”) announces that on 13 May 2026 it adopted a resolution regarding a recommendation on the proposed distribution of the net profit for the year 2025 in the amount of PLN 21,418,301.28 (“Profit”).

In accordance with the resolution adopted, the Management Board recommends distributing the Profit as follows:

1. PLN 6,204,435.48 for the payment of a dividend to the Company’s shareholders, payable to shareholders in proportion to the shares held, i.e. PLN 0.18 per share.

 

Taking into account the interim dividend for the 2025 financial year, i.e. an interim dividend of PLN 4,136,290.32, paid by the Company on 15 December 2025 pursuant to a resolution of the Management Board dated 30 October 2025, the remaining dividend for the financial year 2025 will be paid to shareholders in the amount of PLN 2,068,145.16, i.e. PLN 0.06 per share.

The dividend will cover 34.469.086 shares of the Company.

 

2. the sum of PLN 15,213,865.80 to the Company’s reserve capital.

The above proposal is in line with the Company’s dividend policy.
 The proposal regarding the allocation of net profit for the 2025 financial year will be submitted to the Issuer’s Supervisory Board for consideration. When taking the final decision in this regard, the Issuer’s Annual General Meeting will determine the record date for the list of shareholders entitled to the dividend and the dividend payment date.

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.

Notification from FRAM Family Foundation, Article 19 MAR – DOWNLOAD

Notification from FRAM Family Foundation, Article 19 MAR, amendment  – DOWNLOAD

The Management Board of IMS S.A. hereby announces that on 9 February 2026 it received an initial notification (and its amendment) pursuant to Article 19(1) of the MAR Regulation from  Mr Rafał Mania, Member of the Supervisory Board of IMS S.A., concerning the acquisition of the Company’s shares by FRAM Family Foundation.

 

The initial notification and its amendment are attached to this report.

Management Board of IMS S.A. (the ‘Issuer’), with reference to ESPI report No. 35/2025 of 26 November 2025, hereby announces that following the successful completion of the trial period, the contract has been converted into a 2-year fixed-term contract with an estimated (non-binding) number of locations serviced during the 12-month term of the agreement amounting to 1,500. In addition to the expected financial benefits of this contract, it is very important that another major international player has recognised the quality and legality of Closer Music’s music content and the professionalism of its services.

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

2. The consolidated interim report for H1 2026 – 17.09.2026 
3. The annual report – separate – for 2025 – 23.04.2026 
4. 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.