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.

ESPI 30/2025 Appointment of a new member of the Management Board

Management Board of IMS S.A. (“Issuer”, “Company”) hereby announces that on 15 October 2025, the Supervisory Board of the Company appointed Mr Piotr Luberadzki to the Management Board of the Company with effect from 1 November 2025, entrusting him with the function of Vice-President of the Management Board. Mr Piotr Luberadzki will be the Commercial Director responsible for the sale of advertising services.

Mr Piotr Luberadzki does not run any activity competitive to IMS S.A., is not a partner in a civil law partnership competitive to the Company, does not participate in a competitive company as a partner in a civil law partnership, partnership or capital company, is not a member of a body of a capital company or any other legal person competitive to IMS S.A., nor is he entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register, or in the Register of Debtors maintained pursuant to the Act on the National Register of Debtors, which replaced the Register of Insolvent Debtors.

Information on the education, professional experience and position held by Mr. Piotr Luberadzki is attached and available on the Company’s website: https://imssensory.com/relacje-inwestorskie/zarzad-ir/.


Detailed legal basis:

  • 5 point 6 in connection with §11 of the Regulation of the Minister of Finance of 06 June 2025 on current and periodic information to be published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.

ESPI 29/2025 Extension of cooperation with a well-known international retail chain

With reference to current report No. 16/2025 of 11 July this year, in connection with report No. 6/2024 of 28 February 2024, the Management Board of IMS S.A. (“Company”, “Issuer”) announces that on 26 September 2025, Closer Music Sp. z o.o. (“Closer Music”) signed an annex concerning the continuation and extension of cooperation with a well-known international retail chain (“Partner”). The annex extends the cooperation until the end of 2026. During 2026, due to the constant increase in the number of the Partner’s subscription locations, the price per location will change. However, considering the number of locations serviced by Closer Music, which is growing month by month and will reach approximately 2,100 by the end of 2025, the value of the contract in 2026 will not change significantly compared to 2025 and will continue to represent a very significant value in terms of generated revenue. In addition, Closer Music is actively working to expand its cooperation to include the Partner’s international locations (the total number of the Partner’s locations is approaching 5,000).

In the opinion of the Issuer’s Management Board, the key issues in extending the cooperation with the Partner were the high quality of Closer Music’s music libraries and their 100% legality.

ESPI 28/2025 Information on transactions on shares of the company

INFORMATION 19 MAR P. BIELAWSKI – DOWNLOAD

The Board of Directors of IMS S.A. informs of the receipt on 18 September 2025 of the notification pursuant to Article 19 paragraph 1 of the MAR from the Vice President of the Board IMS S.A. Mr Piotr Bielawski regarding the acquisition shares of IMS S.A.

The notification constitutes an attachment to this report.

ESPI 27/2025 List of shareholders holding at least 5% of votes at the Extraordinary General Meeting of IMS S.A. on 18 September 2025

The Management Board of IMS S.A. (“the Company”) announces the list of shareholders holding at least 5% of votes at the Extraordinary General Meeting of the Company held on 18.09.2025, specifying the number of votes to which each of them is entitled under the shares held and indicating their percentage share in the number of votes at this General Meeting and in the total number of votes.

1) Dariusz Lichacz – number of shares held: 6.300.000, number of votes attributable to shares held: 6.300.000, which entitled to 30.17% of votes at the Extraordinary General Meeting and constitutes 17.95% of the total number of votes; 
2) Michał Kornacki – number of shares held: 5.400.741, number of votes attributable to shares held: 5.400.741, which entitled to 25.87% of votes at the Extraordinary General Meeting and constitutes 15.39% of the total number of votes;
3) CACHEMAN LIMITED – number of shares held: 3.482.320, number of votes attributable to shares held: 3.482.320, which entitled to 16.68% of votes at the Extraordinary General Meeting and constitutes 9.92% of the total number of votes;
4) FRAM Fundacja Rodzinna – number of shares held: 2.176.506, number of votes attributable to shares held: 2.176.506, which entitled to 10.42% of votes at the Extraordinary General Meeting and constitutes 6.20% of the total number of votes;
5) PEPE Fundacja Rodzinna – number of shares held: 1.788.899, number of votes attributable to shares held: 1.788.899, which entitled to 8.57% of votes at the Extraordinary General Meeting and constitutes 5.10% of the total number of votes.

ESPI 26/2025 Appointment of a member of the Supervisory Board of IMS S.A.

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

Management Board of IMS S.A. (“Issuer”, “Company”) hereby announces that on 18 September 2025, the Extraordinary General Meeting of the Company adopted a resolution appointing Mr Rafał Mania to the Issuer’s Supervisory Board with effect from that date.

Mr Rafał Mania does not conduct any business activity competitive to IMS S.A., does not participate in any competitive company as a partner in a civil law partnership, partnership or capital company, and is not a member of any body of a capital company or any other legal person He is not listed in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

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

 

 

Detailed legal basis:

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