The Management Board of TOYA SA hereby informs that on 10 April 2015 it has adopted a Resolution No 1/04/2015 on a recommendation to the Annual General Meeting of the Company’s to allocate the profit for the fiscal year 2014 to the supplementary capital.
The above recommendation was also submitted to the Supervisory Board with the purpose of its assessment and in accordance with Art. 382 § 3 of the Commercial Companies Code, the Supervisory Board, adopted on 10 April 2015 a resolution No. 3/RN/2015 that positively assessed the recommendation of the Management Board.
The Management Board proposes to withdraw this year from its previous dividend policy for the following reasons:
Toya SA acquired in 2014 100% of shares in Yato Tools, seated in Shanghai. Toya SA informed about the above fact in the current report No. 51/2014.
Yato Tools seated in Shanghai, due to its strategic location creates many new opportunities for the further dynamic development of the entire Group. The intentions of the Management Board are that Yato Tools will become the main center of export and logistics across the Group. According to the Management Board such a solution will significantly facilitate access to international markets and help to increase export.
Obtaining a 100% stake in Yato Tools was another step in the strategy assuming full integration of the company with the structures of Toya S.A. Capital Group (CG), which provides, inter alia, extending the range and expansion of the portfolio offer with new brands. These changes require significant investment in working capital but will broaden the customer base in export markets which will affect a significant increase in sales. The result of this project will be redefined sales policy in all markets where the Group is present in such a way that CG offer was a unified, coherent proposition for existing and future customers. This change will allow the sale of any goods from CG offer regardless of which Group company receives the order. This is especially desirable because of possible different preferences of potential customers of CG regarding the supplier. CG intends to intensively develop such opportunities due to the complex macroeconomic situation in various regions of the world.
Intensive operational development of Yato Tools will not be possible without the full support of organizational and technological from Toya S.A. CG attaches great importance to the development of IT systems, which can cause a significant competitive advantage of CG. Therefore, the current IT system will be replaced in Yato Tools by SAP system, as a result of which the whole Group will be integrated and fulfill the high global standards.
Another reason that prompted the Management Board to the recommendation to retain profit in the Company is the need to exploit the potential of CG to actively manage its trade liabilities which should reduce the impact of changes in the currency market on the financial results of CG. CG is at risk mainly on the currency pair USDPLN. CG consistently does not use financial instruments to hedge foreign exchange risk, however, it is convinced that active management of its liabilities may help to reduce currency risk.
One of the major investment projects that CG takes into account is the acquisition project. CG, seen as an active investor in the wholesale market of industrial goods considers annually a number of potential acquisition projects. Some of them require rapid access to funds which may cause that the Group is perceived as a reliable investor and partner. As a result, CG will be able to participate in attractive projects that will contribute to its further development. The Management Board of Toya SA is convinced that leaving the net profits in the company, because of the potential benefits, will contribute to improving financial results, the development of GK and ensure long-term growth of its market value.
The report was prepared on the basis of: § 38 sec. 1 point 11 of the Decree of the Minister of Finance on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of the state.
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Grzegorz Pinkosz President of the Management Board |