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Current report number 7/2019

Recommendation of the Management Board in the matter of distribution of profit for the fiscal year 2018

The Management Board of TOYA S.A. (hereinafter: the Company) in Wrocław informs that on 21 May, 2019, it adopted a resolution regarding the recommendation to the Annual General Meeting of the Company of designation of the whole company’s profit for the fiscal year 2018 in the amount of PLN 39 245 461.70 (say: thirty-nine million two hundred forty-five thousand four hundred sixty-one zlotys 70/100) for the supplementary capital. The above recommendation shall be submitted to the Supervisory Board for the purpose of its assessment in accordance with art. 382 §3 of the Commercial Companies Code.
The intention of the Management Board is to designate PLN 15 705 000 (say: fifteen million seven hundred five thousand zlotys and 00/100) for the purchase of own shares of the Company TOYA S.A. for purposes specified in the resolution of the General Meeting of Shareholders of TOYA S.A. Thus, the Management Board of the Company will propose that the General Meeting of Shareholders of TOYA S.A. adopts a resolution in the matter of creating the reserve capital for the purchase of the own shares of the Company TOYA S.A. from the amounts that may be designated for distribution.
In the opinion of the Company’s Management Board the parameters of purchasing own shares as indicated in resolution no. 02/05/2019 of 21/05/2019 in the matter of the planned purchase of TOYA S.A. own shares and in current report no. 6/2019 of 21/05/2019 are established in such a manner that the purchase of own shares lies in the best interest of the Shareholders of TOYA S.A. and the possibility of designating them for further resale, exchange or for other purpose determined in the resolution of the Management Board and of transferring the possession of the Shares in connection with potential acquisitions as part of further development of the Company or redemption will potentially contribute to an increase in the value of the TOYA S.A. Company’s shares listed on the Warsaw Stock Exchange, and, in consequence, to an increase in the value of the capital invested by the Shareholders.
The recommendation as to leaving the profit in the Company TOYA S.A. takes into account the current financial situation and further implementation of the development plans of the TOYA S.A. Capital Group, providing for the demand for the working capital in connection with the ongoing expansion of assortment, ensuring optimal value of stocks as well as implementation of contemplated projects.
The final decision in the matter of distribution of the Company’s profit for the fiscal year 2018 shall be taken by the Annual General Meeting of Shareholders.

The report was prepared based on: art. 17, section 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L of 2014, No. 173, p. 1 as amended).

Grzegorz Pinkosz – President of the Management Board

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