ESPI 6/2026 Notice regarding a material agreement

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.

ESPI 5/2026 Revision of dividend policy

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.

ESPI 4/2026 Estimated results of the IMS Capital Group for 2025

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.

ESPI 3/2026 Information on transactions on shares of the company

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.

ESPI 2/2026 Signing of a significant contract by Closer Music Sp. z o.o. – information update

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.

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.