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Current report number 17/2026

Conclusion of a material final contract for the sale of property

The Management Board of TOYA S.A. with its registered office in Wrocław (hereinafter: the “Issuer” or “Company”) hereby informs that on 01 October 2026, the Issuer entered with HE5 Zabia Wola 1 sp. z o.o., with its registered office in Warsaw (hereinafter: the “Seller”) the final contract for the sale of the property (hereinafter: the “Final Contract”), concluded in performance of the preliminary contract dated 21 May 2026, the conclusion of which the Issuer announced in Current Report No. 7/2026 dated 21 May 2026 (hereinafter: the “Preliminary Contract”).

Pursuant to the Final Contract, the Issuer acquired from the Seller the title to the property situated in Oddział, Żabia Wola commune, Mazowieckie province, comprising the following cadastral plots: 6/3, 8/3, 10/3, 9/3, 12/3, 11/3, 4/24, 14/3, 15/4, 16/3, 16/10, 13/3, 5/3 and 7/3 within precinct 0017 Oddział, for which the District Court in Żyrardów, 5th Land and Mortgage Register Division, maintains the land and mortgage register no. KW PL1Z/00074698/0 (hereinafter: the “Property”).

The Property comprises a warehouse, service and production complex (two buildings), together with space set aside for office and administrative areas and associated infrastructure, including a gatehouse, a fire-fighting pump station, a fire-fighting water tank, a retention tank, roads and car parks, seven watertight septic tanks, a transformer station and an LNG station with a gas installation, with a total usable area of 57,750.875 m². On 24 June 2026, the District Building Control Inspector for Grodziski District issued Decision No. 150/26 granting a certificate of occupancy for this complex, which became final on 24 June 2026.

The total net price for the subject matter of the Final Contract, comprising the Property together with its buildings, structures, equipment and installations, the copyright to the project documentation for the development, all rights under the quality guarantee and warranty for defects granted by the main contractor, together with security for the proper performance of these obligations, all rights under quality guarantees and warranties against defects to which the Seller is entitled, arising from contracts concluded by the Seller with other contractors carrying out the project, together with security for the performance of these obligations, as well as the Issuer’s subrogation to all the rights and obligations of the Seller arising from the contract with the main contractor in respect of carrying out a technical inspection of the works completed and a quality control of the building’s roof, amounts to EUR 41,625,000.00 (in words: forty-one million six hundred and twenty-five thousand euros and 00/100) net, plus VAT payable in accordance with the applicable legal provisions (hereinafter: the “Price”).

In accordance with the orders of the Preliminary Contract, upon its conclusion, the Issuer paid the Seller a deposit of EUR 10,406,250.00 net, plus VAT of PLN 10,162,535.63, which corresponded to 25% of the net Price. The remaining portion of the Price, plus the VAT due and less the deposit paid and the amount deducted in respect of the settlement of the performance bond for the main contractor and other contractors, as referred to above, was paid upon the conclusion of the Final Contract via escrow accounts held on behalf of the Issuer by the escrow agent, in accordance with the instruction to release the funds submitted to the notarial deposit.

The Final Contract was concluded following the fulfilment of the conditions precedent set out in the Preliminary Contract, following the final acceptance of the development carried out on the Property, and following the Issuer’s obtaining the necessary corporate approvals.

The purpose of acquiring the Property is to meet the Company’s long-term operational and logistical needs and to create the conditions for the further development of its business. The purchase of the property shall enable improving the efficiency of warehousing and distribution processes, as well as reducing the costs associated with renting warehouse space.

 

This Report was issued on the basis of: Article 17(1) of the MAR – confidential information.

 

Grzegorz Pinkosz

President of the Management Board

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