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Current report number 16/2026

Registration of the reduction in the share capital of TOYA S.A., the cancellation of own shares and the registration of an amendment to the Company’s Articles of Association

The Management Board of TOYA S.A. (hereinafter referred to as The Issuer hereby announces that on 25 August 2026, the Issuer was served with a ruling of the District Court for Wrocław – Fabryczna, 6th Commercial Division of the National Court Register, dated 21 August 2026, concerning the registration of the reduction in the Issuer’s share capital and the related amendment to the Company’s Articles of Association.

The reduction in the share capital was entered in the Register of Entrepreneurs of the National Court Register on 21 August 2026.

The Issuer’s share capital, following the registration of the amendment, amounts to PLN 7,403,724.70 (in words: seven million four hundred and three thousand seven hundred and twenty-four zlotys and seventy groszy) and is divided into 74,037,247 Series A ordinary bearer shares with a nominal value of PLN 0.10 each.

The total number of votes attaching to all issued shares following the registration of the change in the share capital is 74,037,247.

Following the registration of the reduction in share capital, on 21 August 2026, i.e. on the date on which the reduction in share capital was entered in the Register of Entrepreneurs of the National Court Register, 1,004,979 (in words: one million four thousand nine hundred and seventy-nine) of the Issuer’s own shares. The cancelled shares corresponded to 1,004,979 (in words: one million four thousand nine hundred and seventy-nine) votes at the general meeting, subject to the proviso that the Issuer could not exercise voting rights attached to its own shares.

The Issuer’s share capital was reduced by PLN 100,497.90 (in words: one hundred thousand four hundred and ninety-seven zlotys and ninety groszy), i.e. from PLN 7,504,222.60 (in words: seven million five hundred and four thousand two hundred and twenty-two zlotys and sixty groszy) to PLN 7,403,724.70 (in words: seven million four hundred and three thousand seven hundred and twenty-four zlotys and seventy groszy).

In connection with the registration of the reduction in the share capital, an amendment to the Company’s Articles of Association, adopted by Resolution No. 22 of the Ordinary General Meeting of TOYA S.A. on 17 June 2026, was also registered; pursuant to this amendment, § 7(1) of the Company’s Articles of Association now reads as follows:

“1. The share capital amounts to PLN 7,403,724.70 (in words: seven million four hundred and three thousand seven hundred and twenty-four zlotys and seventy groszy) and is divided into 74,037,247 (in words: seventy-four million thirty-seven thousand two hundred and forty-seven) series A ordinary bearer shares with a nominal value of PLN 0.10 (ten groszy) per share.”

Attached to this report, the Issuer provides the consolidated text of the Company’s Articles of Association, incorporating the above amendment.

Report prepared on the basis of: Article 56(1) of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading and public companies (consolidated text: Journal of of Laws of 2025, item 592, as amended).

 

Grzegorz Pinkosz

President of the Management Board

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