toya_Grupa_spr_dzial-2025-12-31-1-en.xhtml

 
TOYA S.A. and TOYA S.A. CAPITAL GROUP 
Report on operations for the period of 12 months ended 31 December 2025 
 
 
_______________________________________________________________________________________ 
 

Contents 
 PROFILE OF THE PARENT COMPANY __________________________________________________ 4 
1.  GENERAL INFORMATION ______________________________________________________________ 4 
2.  ORGANISATION OF TOYA S.A. CAPITAL GROUP  ____________________________________________ 5 
 EXTERNAL ENVIRONMENT OF THE COMPANY AND THE GROUP  ___________________________ 6 
1.  MACROECONOMIC SITUATION _________________________________________________________ 6 
2.  CHANGES IN FINANCIAL MARKETS  ______________________________________________________ 7 
3.  LEGAL ENVIRONMENT ________________________________________________________________ 9 
4.  SUPPLY CHAIN _______________________________________________________________________ 9 
5.  COMPETITION _______________________________________________________________________ 9 
 DESCRIPTION OF THE MOST IMPORTANT EVENTS IN THE COMPANY AND CAPITAL GROUP IN 2025 
    ______________________________________________________________________________ 10 
1.  CONCLUSION OF A CREDIT AGREEMENT BY A SUBSIDIARY YATO TOOLS (JIAXING) CO., LTD. _______ 10 
2.  ANNEX TO THE OVERDRAFT AGREEMENT ________________________________________________ 10 
3.  CONCLUSION OF A LOAN AGREEMENT __________________________________________________ 10 
4.  CHANGE IN CUSTOMS POLICY BY THE U.S. GOVERNMENT  __________________________________ 10 
5.  BUY-BACK OF OWN SHARES ___________________________________________________________ 10 
6.  RESOLUTIONS ADOPTED BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ON 24 JUNE 2025 11 
7.  REGISTRATION OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF TOYA S.A. _____________ 11 
8.  ANNEX TO THE OVERDRAFT AGREEMENT ________________________________________________ 11 
9.  CONCLUSION OF A MULTILINE AGREEMENT WITH SANTANDER BANK POLSKA S.A. ______________ 12 
10.  THE IMPACT OF THE WAR BETWEEN UKRAINE AND RUSSIA ON THE GROUP'S ACTIVITIES _______ 12 
 COMPANY AND GROUP ACTIVITIES IN 2025 ___________________________________________ 12 
1.  OVERVIEW OF THE FINANCIAL RESULTS OF THE TOYA CAPITAL GROUP ________________________ 12 
2.  OVERVIEW OF THE FINANCIAL RESULTS OF TOYA S.A. ______________________________________ 19 
3.  INFORMATION ON OWN BRANDS ______________________________________________________ 24 
4.  INFORMATION ABOUT MAIN SALES MARKETS ____________________________________________ 27 
5.  INFORMATION ABOUT SUPPLIERS ______________________________________________________ 33 
6.  MAJOR RESEARCH AND DEVELOPMENT ACHIEVEMENTS ____________________________________ 33 
7.  INFORMATION ON THE EMPLOYEE STOCK PROGRAM CONTROL SYSTEM  ______________________ 33 
8.  TRANSACTIONS WITH RELATED PARTIES _________________________________________________ 33 
9.  INFORMATION ON CREDITS AND LOANS TAKEN ___________________________________________ 33 
10.  INFORMATION ON CREDITS AND LOANS GRANTED ______________________________________ 35 
11.  INFORMATION ON CONCLUDED AGREEMENTS SIGNIFICANT FOR THE GROUP'S ACTIVITIES _____ 35 
12.  ASSESSMENT OF FINANCIAL RESOURCE MANAGEMENT AND ASSESSMENT OF THE ABILITY TO MEET 
OBLIGATIONS _____________________________________________________________________________ 36 
13.  DESCRIPTION OF SIGNIFICANT OFF-BALANCE SHEET ITEMS _______________________________ 36 
14.  DISPUTES  _______________________________________________________________________ 37 
15.  OWN SHARES ____________________________________________________________________ 37 
 GROUP DEVELOPMENT PLANS AND PROSPECTS _______________________________________ 37 
 RISK MANAGEMENT  _____________________________________________________________ 39 
1.  MAIN TYPES OF RISK _________________________________________________________________ 39 
2.  RISK MANAGEMENT SYSTEM __________________________________________________________ 39 
 TOYA GROUP SUSTAINABILITY REPORT ______________________________________________ 41 
1.  ESRS 2 GENERAL DISCLOSURE _________________________________________________________ 41 
2.  ENVIRONMENTAL INFORMATION ______________________________________________________ 62 
3.  ESRS E5 RESOURCE USE AND CIRCULAR ECONOMY ________________________________________ 83 
4.  ESRS S1 OWN WORKFORCE ___________________________________________________________ 87 
5.  ESRS S2 OSOBY WORKERS IN THE VALUE CHAIN  __________________________________________ 95 
6.  ESRS S4 CONSUMERS AND END-USERS __________________________________________________ 98 

 
TOYA S.A. and TOYA S.A. CAPITAL GROUP 
Report on operations for the period of 12 months ended 31 December 2025 
 
 
_______________________________________________________________________________________ 
 

7.  ESRS G1 BUSINESS CONDUCT _________________________________________________________ 102 
 STATEMENT ON THE APPLICATION OF CORPORATE GOVERNANCE PRINCIPLES  _____________ 107 
1.  PRINCIPLES OF CORPORATE GOVERNANCE ______________________________________________ 107 
2.  INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM IN RELATION TO THE FINANCIAL STATEMENTS 
PREPARATION PROCESS ____________________________________________________________________ 111 
3.  SHAREHOLDERS HOLDING SUBSTANTIAL BLOCKS OF SHARES _______________________________ 112 
4.  SECURITIES GIVING SPECIAL CONTROL RIGHTS ___________________________________________ 112 
5.  LIMITATION OF RIGHTS FROM SHARES _________________________________________________ 113 
6.  DESCRIPTION OF THE RULES FOR CHANGING THE ISSUER'S STATUTE _________________________ 113 
7.  GENERAL SHAREHOLDERS MEETING ___________________________________________________ 113 
8.  MANAGEMENT BOARD, SUPERVISORY BOARD AND AUDIT COMMITTEE ______________________ 117 
9.  DIVERSITY POLICY __________________________________________________________________ 126 
10.  INFORMATION ABOUT THE ENTITY AUDITING THE FINANCIAL STATEMENTS  ________________ 126 
 INFORMATION ABOUT SIGNIFICANT EVENTS THAT OCCURRED AFTER THE BALANCE SHEET DATE _ 
    _____________________________________________________________________________ 127 
1.  IMPACT OF THE MIDDLE EAST CONFLICT  _______________________________________________ 127 
2.  ANNEX TO THE OVERDRAFT AGREEMENT _______________________________________________ 127 
 

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

1. PROFILE OF THE PARENT COMPANY

1.1. GENERAL INFORMATION

The Group's core business is the import and distribution of industrial products, including in particular power tools and

hand tools for professionals and for home use, equipment useful in the kitchen, bathroom and garden, as well as

professional catering equipment. The main producers and suppliers of goods that can be found in millions of

apartments, workshops and construction investments in over 100 countries around the world are companies located in

China. For many years, the Group has been implementing a strategy of expansion into international markets. It focuses

primarily on the markets of Central, Southern and Eastern Europe.

The Parent Company of the Group is TOYA S.A. (the “Company” or the “Parent Company”) is a joint stock company

established under the Commercial Companies Code. The Parent Company has its registered office in Wroclaw at ul.

Sołtysowicka 13/15.

TOYA S.A. was formed on the basis of a Notarial Deed drawn up on 17 November 1999. Pursuant to a decision of 3

December 1999, the Parent Company was entered in the Commercial Register maintained by the District Court for

Wrocław-Fabryczna, 6th Commercial Division, with the reference number RHB 9053. By virtue of a decision of 4

December 2001, the District Court for Wrocław-Fabryczna, 6th Commercial Division of the National Court Register,

decided to enter the Parent Company in the Register of Entrepreneurs, with the reference number KRS 0000066712.

The entry in the Register took place on 5 December 2001.

The duration of the Parent Company is unlimited.

As at the date of submission of the annual report, the Parent Company has 1 branch located outside the registered

office, in Nadarzyn.

As of 31 December 2025, the share capital of the Parent Company amounted to PLN 7,504,222.60 and consisted of

75,042,226 shares with a nominal value of PLN 0.1 each. In 2025, there were no changes in the share capital.

The Parent Company does not hold any treasury shares.

Since 12 August 2011, the Parent Company’s shares have been listed on the Warsaw Stock Exchange.

This Management Board report on operations of TOYA S.A. Capital Group for 2025 has been prepared together with the

Management Board report on operations of TOYA S.A. and includes the sustainable development report of TOYA S.A.

Capital Group for 2025.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

1.2. ORGANISATION OF TOYA S.A. CAPITAL GROUP

TOYA Capital Group consists of entities operating in various countries.

As at 31 December 2024, the Group comprised

the following entities:

Characteristics of entities comprising the Capital Group (as at 31 December 2025 and as at the date of publication of the

report on operations of the Capital Group):

Entity name

Registered

office

Business profile

Type of equity link

% of shares

and votes

held

Link

establishmen

t date

Method of

Consolidation as at

the end of the

reporting period

TOYA S.A.

Wroclaw,

Poland

Distribution of tools and

power tools

Parent Company

Not applicable

Not applicable –

Parent Company in

the Group

Toya Romania S.A.

Bucharest,

Romania

Distribution of tools and

power tools

Subsidiary

99.99

November

2003

Full consolidation

method

Yato Tools

(Shanghai) Co., Ltd.

Shanghai,

China

Distribution of tools and

power tools

Subsidiary

100.00

January 2013

Full consolidation

method

Yato Tools (Jiaxing)

Co., Ltd.

Baibu,

China

Distribution of tools and

power tools

Subsidiary

100.00

December

2019

Full consolidation

method

TOYA S.A. is a member of the Association of Stock Exchange Issuers.

YATO Tools (Shanghai) is a member of Shanghai Pudong International Chamber of Commerce for Foreign Economic

Relations.

Apart from the capital investments described above, no other capital investments were made within the Group.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

As of the date of publication of the report on the activities, the Parent Company is personally related with the following

entities (entities with which the Parent Company made transactions in 2025 are included):

• Toyota Katowice Sp. z .o. o. - an entity related through the key management of the Company;

• Unicase Sp. z o.o. - an entity related through the key management of the Company.

Details regarding transactions with related parties are included in Note 33 of the stand-alone financial statements and

Note 34 of the consolidated financial statements.

In 2025 there were no significant changes in the Group's management methods and principles.

2. EXTERNAL ENVIRONMENT OF THE COMPANY AND THE

GROUP

2.1. MACROECONOMIC SITUATION

The Group is present on markets in various parts of the world, although most of its clients operate in Poland. Due to the

links between the Polish economy and the global economic system and due to the extensive activities conducted outside

the local market, the global economic situation affects the volume of turnover realized by the Group's clients. In 2025,

the dynamic volatility on global markets, resulting from geopolitical tensions, rising commodity prices and the

consequences of central bank actions, periodically hindered the Group's expansion on foreign markets, forcing it to

search for new clients and adjust market strategies.

The current macroeconomic situation is influenced by several factors:

1. Interest Rate Rise and Monetary Policy: In 2025, most major central banks, including the European Central

Bank (ECB) and the US Federal Reserve, ended their cycle of interest rate increases and transitioned to a phase

of cautious reductions or holding rates stable. These actions are aimed at supporting the slowing economy

after a period of restrictive monetary policy. Despite the policy easing, borrowing costs remain relatively high,

which may continue to constrain consumption and business investment growth.

2. Inflation: In many countries, inflation declines significantly in 2025, thanks to the normalization of energy and

food prices and the fading of post-pandemic effects. In Poland, inflation also continues its downward trend and

is roughly approaching the upper end of the National Bank of Poland's inflation target, although wage pressures

and service costs may still keep core inflation relatively elevated compared to the period before 2020.

3. Economic Slowdown: In 2025, many developed economies will experience a moderate slowdown in growth,

and some EU countries will see growth close to stagnation. This is due to continued high financing costs,

weakening external demand, and cautious consumer and business sentiment. Economic growth in the

eurozone and the US is weaker than in previous years, although prospects for the coming quarters are

beginning to improve due to expected interest rate cuts.

4. Labor Market: The labour market in 2025 remains relatively stable, and unemployment remains low in many

countries, although pressure on wage increases is gradually easing. In Poland, unemployment remains low, but

some businesses may feel the need to optimize employment in response to the economic slowdown.

5. Supply Chain Issues: Global supply chains have largely stabilized in 2025 following the disruptions of the

pandemic, although they may still be vulnerable to shocks related to geopolitical tensions, the situation in the

Red Sea, high freight prices, and uncertainty in energy markets. These factors can impact transportation costs,

delivery times, and business inventory levels.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

The economic situation on the Asian market related to the current growth of the GDP of these countries remains a

significant factor influencing the financial situation of the entire Group due to the fact that the Group purchases goods

mainly from manufacturers in this region. In 2024, this economic situation was influenced by challenges resulting from

uncertainty on the Chinese market, such as a slowdown in the real estate sector, a weakening of the dynamics of imports

and exports and disruptions in supply chains. In 2025, this uncertainty remains somewhat persistent, with China's

economic growth remaining moderate and weak domestic demand and trade tensions continuing to weigh on the

region's manufacturing activity. Prices of purchased goods, trading conditions, order fulfilment times and logistics costs

between Asia and Europe may continue to fluctuate, especially in the context of high energy prices and possible

transport disruptions.

The impact of these factors is difficult to estimate, as the future economic and regulatory situation may differ from the

expectations of the Management Board of the Parent Company. The Group's management is closely monitoring

developments and adjusting strategic intentions in order to minimize these threats.

2.2. CHANGES IN FINANCIAL MARKETS

The Group's strong ties with foreign suppliers and settlements with them in USD and CNY make its financial results

sensitive to currency fluctuations. In 2025, currency fluctuations will remain significant and are driven by several factors,

including the changing monetary policies of major central banks, the slowing US economy, the unstable economic

situation in China, and the ongoing geopolitical tensions affecting global financial markets. Additionally, periodic

changes in market expectations regarding future decisions by central banks and the bond market are observed. The

Group closely monitors currency conditions and trends in global markets, periodically updating the prices of its goods.

Consequently, margins may continue to be subject to periodic fluctuations.

It should, however, be stressed that due to the fact that a substantial part of the Group’s sales revenue is earned through

the export channel based on prices set in foreign currencies, the Group is, to a certain extent, secured against sudden

movements in exchange rates. However, this security is not complete and not sufficient, as a result of which FX

fluctuations may have negative impact on the Group’s financial performance.

The chart below shows fluctuations in the average NBP exchange rate for the basic currency rates used in the Company's

operations in 2025.

Source: own study based on https://nbp.pl/statystyka-i-sprawozdawczosc/kursy/archiwum-tabela-a-csv-xls

0,46

0,48

0,5

0,52

0,54

0,56

0,58

3,5

3,6

3,7

3,8

3,9

4,1

4,2

4,3

4,4

CNY

USD AND EUR

Average NBP exchange rates of the most

important world currencies against PLN in 2025

USD EUR CNY

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

The Group uses external capital financing. An increase in interest rates on the financial market may adversely affect the

costs of financing and reduce the Group's profitability, as the Parent Company and the subsidiary in China enter into

variable interest rate loan agreements in their functional currencies (PLN and CNY).

In 2025, compared to 2024, when the National Bank of Poland's interest rates remained stable, the Monetary Policy

Council began a cycle of monetary policy easing. The NBP reference rate, maintained at 5.75% at the beginning of the

year, was gradually lowered throughout the year. The first cut occurred in May 2025, with subsequent rate cuts in July,

September, October, November, and December 2025. As a result, at the end of 2025, the reference rate stood at 4.00%,

a decrease of 1.75 percentage points compared to the level at the beginning of the year.

The chart below presents changes in the NPB reference interest rate in the period 2022-2025.

Source: own study based on https://nbp.pl/polityka-pieniezna/decyzje-rpp/podstawowe-stopy-procentowe-nbp

In 2025, the People's Bank of China (PBoC) pursued a moderately accommodative monetary policy. At the beginning of

the year, the annual Loan Prime Rate (LPR) was 3.10%. In May 2025, it was reduced by 0.10 percentage points to 3.00%,

and the LPR for loans with terms over five years was reduced from 3.60% to 3.50%. Following this decision, rates

remained unchanged until the end of 2025.

These changes were part of measures aimed at supporting economic growth by lowering financing costs amidst a

slowing economy and the continued weakness of the real estate sector.

Interest rates for loans in China are usually lower than in Poland, which is due to differences in the monetary policies

and economies of the two countries. In China, the government pursues a more expansionary monetary policy,

maintaining lower rates, while in Poland higher interest rates are used to control inflation and stabilize the economy.

In order to minimize the risk of a negative impact of interest rate changes on the Group's financial situation, the Parent

Company simulates various scenarios in order to select the optimal sources of financing, taking into account refinancing,

renewal of existing positions, alternative financing as well as medium-term trends on the debt market.

2,3%

2,8%

3,5%

4,5%

5,3%

6,0%

6,5%

6,8%

6,0%

5,8%5,8% 5,8%

5,3%

5,0%

4,8%

4,5%

4,3%

4,0%

01.01.2022

01.03.2022

01.05.2022

01.07.2022

01.09.2022

01.11.2022

01.01.2023

01.03.2023

01.05.2023

01.07.2023

01.09.2023

01.11.2023

01.01.2024

01.03.2024

01.05.2024

01.07.2024

01.09.2024

01.11.2024

01.01.2025

01.03.2025

01.05.2025

01.07.2025

01.09.2025

01.11.2025

NBP reference interest rate in 2022-2025

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

2.3. LEGAL ENVIRONMENT

Changes in legislation and diverse interpretations of the law hinder the Group’s operations. Changes in legislation, in

particular in tax, customs, labour and social insurance law and introduction of new burdens, may have negative

consequences for the Company’s activity. Frequent changes in the interpretation of the tax law and lack of uniform

practices of fiscal authorities and courts in the application of tax legislation, are particularly burdensome. This may

involve the risk of third-party claims and proceedings of various state authorities. Moreover, because of their complexity

and inconsistent taxation practices, interpretations are often the subject of disputes with tax authorities. The Parent

Company exercises due care to ensure that these transactions are compliant with legislation – in particular with the tax

law. In spite of that, the risk of third-party claims, possible disputes with tax authorities or proceedings of various state

authorities cannot be ruled out. Such claims, disputes or proceedings, as well as cases when fiscal authorities or courts

and the Parent Company adopt different interpretations of tax regulations and different tax qualification of events and

transactions in which the Parent Company participated, may have adverse impact on the Group’s financial performance.

However, it should be noted that the Group takes measures to mitigate the effects of changes in law. The Parent

Company uses external services of renowned law and tax firms, which facilitate its current operations.

2.4. SUPPLY CHAIN

The Group purchases goods from suppliers located in various parts of the world, but mainly in Asia. These goods are

transported by sea. In 2025, disruptions in supply chains between Asia and Europe resulting from logistical problems,

infrastructure constraints and pressure on transport costs highlighted the vulnerability of such solutions to global

challenges. Any adverse events concerning, among others, means of production and transport, labour, infrastructure,

natural phenomena and events, of a general nature, can significantly affect the stability of supplies. The Group mitigates

this risk by cooperating with many contractors, who are additionally based in different regions of many countries.

However, in the case of disruptions with a wide geographical scope, such as congestion in Asian ports or trade

restrictions, even this strategy may prove insufficient.

2.5. COMPETITION

The global market of manufacturers is quite fragmented. The 7 largest entities such as Bosch, Stanley Black&Decker,

Hilti, Makita account for slightly over half of the market. The main share in creating the market value is held by tools

and power tools imported by distributors who have transferred production to foreign, mainly Asian, sub-suppliers.

The Polish market for distribution of industrial goods, which is the Group’s main field of operation, is relatively highly

dispersed in spite of the presence of several market leaders. Entities currently competing with the Group continue to

take actions to intensify their development through aggressive pricing policy aimed at current, target or potential

customers. Such actions may have a negative impact on the Group’s financial standing, because further expansion of

the market may be slowed down, become difficult or even impossible. The Group shall be monitoring the market and

its environment, taking various measures in order to maintain and develop competitive advantage.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

3. DESCRIPTION OF THE MOST IMPORTANT EVENTS IN THE

COMPANY AND CAPITAL GROUP IN 2025

3.1. CONCLUSION OF A CREDIT AGREEMENT BY A SUBSIDIARY YATO TOOLS

(JIAXING) CO., LTD.

On 29 January 2025, TOYA S.A. received notice that YATO TOOLS (JIAXING) Co., Ltd. had applied for a working capital

loan in an amount not exceeding CNY 100,000 thousand. On 28 February 2025, TOYA S.A. received notice of the

conclusion of a Loan Agreement with Bank of Ningbo Co., Ltd., Jiaxing Branch, based in the People's Republic of China.

The subsidiary issued a loan for import and export activities up to CNY 80,000 thousand for a period of one year, with

the possibility of extension. The remaining terms of the Agreement do not differ from those commonly used in such

agreements.

3.2. ANNEX TO THE OVERDRAFT AGREEMENT

On 19 March 2025, TOYA S.A. entered into Annex No. 7 to Overdraft Agreement No. 09/030/19/Z/VV with mBank S.A.

with its registered office in Warsaw. Under the Annex, the final repayment date of the loan was set at 26 March 2026.

The remaining terms of the Agreement do not differ from those commonly used in this type of agreements.

3.3. CONCLUSION OF A LOAN AGREEMENT

On 22 April 2025, TOYA S.A. entered into a loan agreement with TOYA Romania S.A. The subject of the agreement is

that TOYA S.A. will grant a loan of USD 4,500 thousand to its subsidiary. The loan was granted to finance the subsidiary's

ongoing operations.

The repayment date was set for 31 March 2026. The loan was repaid in full, along with accrued interest, in December

2025.

3.4. CHANGE IN CUSTOMS POLICY BY THE U.S. GOVERNMENT

On 2 April 2025, the US government announced a change in customs policy for most countries around the world, and

on 27 July 2025, a change in customs policy was announced for relations with the European Union. None of the Group's

companies have customers in the US, and no deliveries are made from that market. The Management Board of Toya

S.A. estimates that, as of the date of this report, the change in US customs policy has no direct impact on the Group's

operations. The Management Board is closely monitoring the situation regarding changes in customs policy in the US

and other countries, as this assessment is subject to change given the global reach of the Group's operations.

3.5. BUY-BACK OF OWN SHARES

On 3 June 2025 the Management Board of TOYA S.A. published an invitation to submit offers for the sale of shares of

TOYA S.A. The invitation covered up to 9,850,000 shares in TOYA S.A. with a nominal value of PLN 0.10 each. The offered

purchase price was PLN 8.00, and offers were accepted from 5 to 13 June 2025.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

As part of the announced general share buyback, shareholders submitted offers for the sale of shares of the Company

for a total of 1,004,979 shares with a total nominal value of PLN 100,497.90, representing approximately 1.34% of the

share capital.

3.6. RESOLUTIONS ADOPTED BY THE ANNUAL GENERAL MEETING OF

SHAREHOLDERS ON 24 JUNE 2025

On 24 June 2025, the Annual General Meeting of Shareholders of Toya S.A. approved the financial statements of TOYA

S.A. for 2024 and the consolidated financial statements of the TOYA Group and also decided to allocate the profit for

2024 in the amount of PLN 55,653 thousand to supplementary capital.

3.7. REGISTRATION OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF TOYA

S.A.

On 12 August 2025, the Company was informed of the decision of the District Court for Wrocław-Fabryczna in Wroclaw,

6th Commercial Division of the National Court Register, dated 7 August 2025, on the registration of amendments to the

Issuer's Articles of Association adopted by Resolution No. 23 of the Annual General Meeting of Shareholders of TOYA

S.A. dated 24 June 2025, and Resolution No. 24 of the Annual General Meeting of Shareholders of TOYA S.A. dated 24

June 2025. The amendments consist of:

• Adding in § 17, section 2, after item a), a new item aa) reading:

"aa) selection of the audit firm to attest the sustainable development report referred to in the provisions of

the Accounting Act, after the presentation of a recommendation by the Audit Committee,"

• Amending § 25, section 2:

"2. Resolutions of the General Meeting shall be adopted by a simple majority of votes, unless the law or these

Statutes provide otherwise.".

3.8. ANNEX TO THE OVERDRAFT AGREEMENT

On 13 November 2025, the Company entered into an Amendment to the Overdraft Facility Agreement No.

WAR/8833/20/326/CB with BNP Paribas Bank Polska Spółka Akcyjna, based in Warsaw.

The amendment extended the current loan term until 17 November 2026. The remaining terms of the Agreement do

not differ from those commonly used in this type of agreement.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

3.9. CONCLUSION OF A MULTILINE AGREEMENT WITH SANTANDER BANK POLSKA

S.A.

On 12 December 2025, the Company entered into MultiLine Agreement No. K01535/25 with Santander Bank Polska

Spółka Akcyjna, based in Warsaw.

The total amount of the Agreement is PLN 75,000 thousand, including:

• Overdraft and foreign currency overdraft facilities up to PLN 70,000,000, with the option of simultaneous use

of the overdraft facility in the currency of use: PLN, EUR, or USD. The repayment date is 12 December 2027.

The loan was granted without any collateral on the Issuer's assets. The interest rate is equal to the WIBOR 1M

base rate (for PLN), the EURIBOR 1M base rate (for EUR), and the SOFR base rate (for USD), plus the Bank's

margin.

• Guarantee limit up to PLN 5,000 thousand, with an availability period until 12 December 2026, and a maximum

expiration date of no later than three years from the expiry date of the availability period.

The remaining terms of the Agreement do not differ from those commonly used for this type of agreement.

3.10. THE IMPACT OF THE WAR BETWEEN UKRAINE AND RUSSIA ON THE GROUP'S

ACTIVITIES

The Group has been present on the markets of Eastern Europe for a long time. Despite its long presence on these

markets, the Group did not have any assets there, and transactions with local clients were of a short-term nature. The

Russian-Ukrainian conflict, which began with military operations on 24 February 2022, disrupted trade relations on

these markets, which in turn resulted in a temporary freezing of relations with some customers or suspension of

cooperation. It should be emphasized that the Parent Company complies with all sanctions imposed by the European

Union, Poland and the governments of other countries, on entities, persons and goods indicated in the relevant legal

acts. The Group has implemented appropriate procedures in this regard. However, the implemented procedures and

the need to verify and comply with all economic sanctions slow down trade with customers from these markets, which

is beyond the Group's control. This may have an impact on trading with customers present in these markets in the

coming quarters.

4. COMPANY AND GROUP ACTIVITIES IN 2025

The Management Board of the Parent Company did not publish any forecasts of the Company’s and the Group’s results

for 2025.

4.1. OVERVIEW OF THE FINANCIAL RESULTS OF THE TOYA CAPITAL GROUP

Revenue and profitability of TOYA S.A. GROUP (PLN ‘000)

For 12 months ended 31 December

2025

2024

Sales revenue

907 705

821 008

Gross profit on sales

308 520

278 382

Operating profit

110 450

87 403

Profit before tax

109 105

85 883

Net profit

87 196

68 418

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

In 2025, sales revenues amounted to PLN 907,705 thousand and were higher than the revenues achieved in 2024 by

PLN 86,697 thousand, i.e. by 10.6%. The largest increase in volume and revenues, by PLN 44,509 thousand, i.e. 12.4%,

was achieved in the wholesale channel, primarily in the Parent Company. A similar dynamic, at the level of 12.2%, was

achieved by the export channel, in which revenues increased by PLN 34,039 thousand. The increase was achieved mainly

in Ukraine, where revenues amounted to PLN 66,436 thousand, an increase of PLN 16,640 thousand (33.4%) compared

to the previous year, and in Hungary (an increase by PLN 8,754 thousand, i.e. 30.7%). Outside of Europe, the largest

increases were recorded in destinations served primarily by subsidiaries in China – Chile (an increase of PLN 3,879

thousand) and the United Arab Emirates (an increase of PLN 1,978 thousand). Increases were also recorded in the retail

chain channel (by PLN 18,237 thousand, i.e. 18.8%). The e-commerce sales channel recorded a decrease in revenue of

PLN 10,088 thousand, i.e. 11.9%. The main reason for this was the high growth resulting from the change in the Parent

Company's pricing policy achieved in 2024. In 2025, the Parent Company revised its pricing policy, focused on

maintaining the competitiveness of all sales channels. High product availability was also a significant factor influencing

the level of revenue.

Gross profit from sales increased by PLN 30,138 thousand in 2025, i.e. by 10.8% compared to 2024, driven by higher

sales revenues, with profitability similar to 2024 (34.0% compared to 33.9%).

Operating profit in 2025, amounting to PLN 110,450 thousand, was higher than that achieved in 2024 by PLN 23,047

thousand, i.e. by 26.4%. The increase in operating profit was primarily the result of higher sales revenues at the Parent

Company, which also translated into higher selling costs by PLN 4,478 thousand (3.1%) (primarily due to higher

transportation and logistics costs). Administrative costs also increased, primarily as a result of higher payroll costs. At

the same time, the Group recorded a surplus of positive exchange rate differences over negative exchange rate

differences in the amount of PLN 5,524 thousand as compared to PLN 3,513 thousand in 2024.

To obtain necessary working capital, the Group primarily relies on short-term bank loans. Given the significant impact

of financial costs associated with these loans on its financial results, the Group negotiates the terms of its loan

agreements annually to minimize these costs. In 2025, the Parent Company relied less on bank loans than in the previous

year. Yato Tools (Shanghai) and Yato Tools (Jiaxing) took out bank loans to finance their ongoing operations. Interest

costs on bank loans were slightly higher compared to the previous year, amounting to PLN 693 thousand.

907 705

308 520

110 450

109 105

87 196

821 008

278 382

87 403

85 883

68 418

0 100 000 200 000 300 000 400 000 500 000 600 000 700 000 800 000 900 000 1 000 000

SALES REVENUE

GROSS PROFIT ON SALES

OPERATING PROFIT

PROFIT BEFORE TAX

NET PROFIT

Revenue and profitability (PLN '000)

2025 2024

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Profitability ratios

For 12 months ended 31 December

2025

2024

Sales profit margin

34,0%

33,9%

Operating profit margin

12,2%

10,6%

Pre-tax profit margin

12,0%

10,5%

Net profit margin

9,6%

8,3%

Key:

Sales profit margin – the ratio of gross profit to sales revenue

Operating profit margin – the ratio of operating profit to sales revenue

Pre-tax profit margin — the ratio of pre-tax profit to sales revenue

Net profit margin — the ratio of net profit to sales revenue

Sales profitability is a key indicator of market competitiveness for the TOYA Group and has a decisive impact on its

financial situation. Analysis of this indicator for 2025 shows that gross sales profitability in this period was similar to

2024, at 34%.

The profitability ratios for operating profit, pre-tax profit, and net profit increased in 2025 compared to the previous

year. The main positive impact on profitability ratios was the increase in revenues, coupled with a proportional increase

in selling and administrative expenses.

Cash flows of the Group (PLN ‘000)

For 12 months ended 31 December

2025

2024

Cash flows from operating activities

67 802

(40 084)

Cash flows from investment activities

(4 080)

(14 165)

Cash flows from financial activities

(36 471)

22 715

Net change in cash before foreign exchange differences

27 251

(31 534)

Cash and cash equivalents at the beginning of the period

39 128

69 927

Effect of translation of cash and cash equivalents

(2 973)

735

Cash and cash equivalents at the end of the period

63 406

39 128

34,0%

12,2%

12,0%

9,6%

33,9%

10,6%

10,5%

8,3%

0,0% 5,0% 10,0% 15,0% 20,0% 25,0% 30,0% 35,0% 40,0%

SALES PROFIT MARGIN

OPERATING PROFIT MARGIN

PRE-TAX PROFIT MARGIN

NET PROFIT MARGIN

Profitability

2025 2024

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

In 2025, the Group reported positive cash flows from operating activities in the amount of PLN 67,802 thousand. This

was primarily due to a reduction in inventory levels across all Group companies, which served to optimize inventory

levels in individual Group companies. At the same time, short-term trade and other receivables decreased by PLN 9,663

thousand due to lower sales in December 2025 compared to December 2024. Short-term trade liabilities decreased by

PLN 86,061 thousand, which was the result of the repayment of high amounts due to suppliers at the end of 2024.

In 2025, the Parent Company continued its investment in reinforcing the roof structure of the warehouse in Wroclaw.

Other expenditures on property, plant and equipment include, as in previous years, the purchase of IT equipment and

display racks.

In 2025, the Group generated negative cash flows from financing activities in the amount of PLN 36,471 thousand. The

main reason was a reduction in bank debt at its subsidiaries in China. The related debt at the end of 2025 amounted to

PLN 15,508 thousand. During the year, the Parent Company used overdraft financing, but there was no overdraft debt

at the beginning or end of the period. Cash flows from financing activities were also influenced by the repayment of

lease principal in the amount of PLN 10,774 thousand, as well as interest paid on bank loans and leases in the amount

of PLN 1,876 thousand.

The TOYA S.A. Capital Group's liquidity remained at an adequate level during the period under review. The Group's net

working capital was positive, covering the demand resulting from the amount of sales revenues. The ability to settle

short-term liabilities was sound.

Liquidity ratios

31.12.2025

31.12.2024

Current ratio

3,64

2,44

Quick ratio

1,07

0,64

Key:

Current ratio – the ratio of current assets to short-term liabilities

Quick ratio – the ratio of current assets less inventories to short-term liabilities

The current ratio increased to 3.64 as of 31 December 2025, compared to 2.44 as of 31 December 2024. The higher

current ratio indicates a lower growth rate of liabilities relative to the growth rate of current assets.

The quick ratio was 1.07 as of 31 December 2025, compared to 0.64 as of 31 December 2024. The increase in both ratios

is primarily due to the high level of cash in bank accounts, coupled with lower levels of inventories and receivables. The

Group has sufficient resources to meet its current liabilities.

The structure of assets of TOYA S.A. Capital Group (PLN ‘000)

31.12.2025

31.12.2024

Non-current assets, including:

97 958

113 255

Property, plant and equipment

63 524

70 621

Intangible assets

3 435

4 156

Right-of-use assets

24 201

31 995

Current assets, including:

650 299

673 900

Inventory

458 885

497 101

Trade and other receivables

128 008

137 671

Cash and cash equivalents

63 406

39 128

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

% asset structure of TOYA S.A. Capital Group

31.12.2025

31.12.2024

Non-current assets / Assets

13%

14%

Property, plant and equipment / Assets

Intangible assets / Assets

Right-of-use assets / Assets

Current assets / Assets

87%

86%

Inventory / Assets

61%

63%

Trade and other receivables / Assets

17%

Cash and cash equivalents / Assets

The structure of equity and liabilities of TOYA S.A. Capital Group (PLN ‘000)

31.12.2025

31.12.2024

Equity

556 293

489 891

Long-term liabilities

13 301

20 822

Short-term liabilities, including:

178 663

276 442

Short-term trade and other liabilities

126 027

212 088

% equity and liability structure of TOYA S.A. Capital Group

31.12.2025

31.12.2024

Equity / Equity and liabilities

74%

62%

Short-term liabilities / Equity and liabilities

24%

35%

Long-term liabilities / Equity and liabilities

Short-term liabilities / Liabilities

93%

Long-term liabilities / Liabilities

Ratios of return on equity, assets and current assets

For 12 months ended 31 December

2025

2024

Return on assets (ROA)

12%

Return on equity (ROE)

16%

14%

Return on current assets

13%

10%

Key:

Return on assets (ROA) – the ratio of net profit to total assets as at the end of the period

Equity ratio (ROE) – the ratio of net profit to equity as at the end of the period

Return on current assets – the ratio of net profit to current assets as at the end of the period

As at 31 December 2025, the Group’s property, plant and equipment constitute 8% of total assets used in the Group’s

operations. Property, plant and equipment comprise primarily a newly constructed warehouse in China and land,

buildings and structures necessary for the Parent Company’s commercial activity.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

As at 31 December 2025, right-of-use assets constituted 3% of the total balance sheet amount (4% in 2024). This item

consists mainly of the right of perpetual usufruct of land in Poland and China, rented office and warehouse space in

Poland and Romania, as well as cars, forklifts and servers under lease.

The structure of current assets used in the operations of TOYA S.A. Capital Group, which as at 31 December 2024

constitute 87% of total assets, includes primarily inventories and trade and other receivables, which is typical to the

business activity conducted by TOYA S.A. and its Capital Group. Both these items constitute in total 90% of current assets

as at 31 December 2025.

Equity structure and debt ratios

31.12.2025

31.12.2024

Total debt ratio

26%

38%

Equity debt ratio

35%

61%

Long-term debt ratio

Short-term debt ratio

24%

35%

The ratio of coverage of non-current assets with equity

and long-term liabilities

581%

451%

Key:

Total debt ratio – the ratio of long- and short-term liabilities to total equity and liabilities

Equity debt ratio – the ratio of long- and short-term liabilities to equity

Long-term debt ratio – the ratio of long-term liabilities to total equity and liabilities

Short-term debt ratio – the ratio of short-term liabilities to total equity and liabilities

The ratio of coverage of non-current assets with equity and long-term liabilities – the ratio of total equity and long-term liabilities to non-current

assets

As of 31 December 2025, the Group's main equity item was retained earnings in the amount of PLN 448,736 thousand.

The Group's share capital as of December 31, 2025, amounted to PLN 7,504 thousand.

The main sources of financing for operating activities, and in particular current assets, are equity capital, as well as short-

term financing - primarily bank loans. As of 31 December 2025, the Group financed 74.3% of its operations with equity

capital for. As of that date, the Group had bank loan debt of PLN 15,508 thousand (PLN 33,840 thousand as of 31

December 2024). The long-term debt ratio as of 31 December 2025, was 2%.

Group management effectiveness ratios

For 12 months ended 31 December

2025

2024

Inventories turnover period (days)

182

218

Receivables inflow period (days)

Liabilities repayment period (days)

Key:

Inventories turnover period (days) – the ratio of inventories as at the end of the period, multiplied by 360 days, to revenue from sales

Receivables inflow period (days) – the ratio of short-term trade and other receivables as at the end of the period, multiplied by 360 days, to

revenue from sales

Liabilities repayment period (days) – the ratio of trade and other liabilities as at the end of the period, multiplied by 360 days, to revenue from

sales

In 2025, the payables collection period was similar to the receivables collection period. This means that the Group

extended similar trade credit to customers compared to the credit it received from suppliers. This situation translates

into a stabilization of the need for working capital financing. The inventory turnover period in 2025 shortened to 182

days, primarily due to the lower volume of goods purchased in 2025 compared to 2024.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

SEASONALITY

The Group offers seasonal products. However, due to their limited value, the wide range of other products in demand

year-round, and the geographical diversity of its subsidiaries, seasonality does not occur.

166

188

175

196

232

177

179

193

202

231

169

180

187

212

225

175

215

178

211

220

100

150

200

250

2021 2022 2023 2024 2025

PLN MILLION

Quarterly sales in years 2021-2025

1st quarter 2nd quarter 3rd quarter 4th quarter

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

4.2. OVERVIEW OF THE FINANCIAL RESULTS OF TOYA S.A.

Revenue and profitability of TOYA S.A. (PLN ‘000)

For 12 months ended 31 December

2025

2024

Sales revenue

674 518

627 541

Gross sales profit

214 706

192 667

Operating profit

85 502

69 888

Profit before tax

86 138

68 930

Net profit

69 532

55 653

In 2025, sales revenues amounted to PLN 674,518 thousand and were higher than revenues achieved in 2024 by PLN

46,977 thousand, i.e. by 7.5%. This increase was achieved mainly in the wholesale sales channel, where sales were

higher by PLN 38,062 thousand, i.e. by 14.3%, and in the retail chain channel (by PLN 17,315 thousand, or 20.4%). The

main reason in this respect was the revision of the pricing policy aimed at maintaining the competitiveness of individual

distribution channels. A slight increase was also recorded in the export channel (by PLN 3,347 thousand, i.e. by 1.7%).

The largest increase in volume and revenues was achieved in Ukraine, where revenues amounted to PLN 59,147

thousand, an increase of PLN 12,180 thousand (25.9%) compared to the previous year, and in Hungary (an increase of

PLN 8,754 thousand, i.e. by 30.7%). At the same time, the Company recorded a lower volume of sales to the subsidiary

Toya Romania (a decrease in sales revenues of PLN 12,413 thousand). The reason for this change was the further

intensification of supplies to this company directly by subsidiaries in China, which serves to rationalize costs within the

Group. A significant factor influencing the level of revenues was the high availability of goods.

Gross profit on sales increased by PLN 22,039 thousand in 2025 as compared to 2024, which was influenced by higher

sales revenues, with slightly higher profitability compared to 2024 (31.8% compared to 30.7%), resulting from a lower

average exchange rate of foreign currencies, in particular the Chinese yuan (CNY), which has a direct impact on the cost

of imported goods.

674 518

214 706

85 502

86 138

69 532

627 541

192 667

69 888

68 930

55 653

0 100 000 200 000 300 000 400 000 500 000 600 000 700 000 800 000

SALES REVENUE

GROSS PROFIT ON SALES

OPERATING PROFIT

PROFIT BEFORE TAX

NET PROFIT

Revenue and profitability (PLN '000)

2025 2024

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Operating profit in 2025, in the amount of PLN 85,502 thousand, was higher than that achieved in 2024 by PLN 15,614

thousand, i.e. by 22.3%. The increase in operating profit was primarily the result of higher sales revenues, which also

translated into an increase in selling expenses of PLN 2,204 thousand (2.2%), mainly due to higher transportation and

logistics service costs. Administrative expenses also increased, primarily as a result of higher payroll costs. At the same

time, the Company recorded a surplus of positive exchange rate differences over negative ones in the amount of PLN

3,031 thousand compared to PLN 3,351 thousand in 2024.

In order to obtain the necessary working capital, the Company periodically uses short-term bank loans. Taking into

account the significant impact of financial costs related to these loans on the financial result, the Company negotiates

the terms of loan agreements every year so that the costs associated with them are as low as possible. In 2025, the

Company used bank loans to a lesser extent than in the previous year, while base interest rates decreased compared to

2024. As a result, the interest costs incurred on bank loans amounted to PLN 81 thousand and were lower by PLN 370

thousand as compared to the previous year.

Net profit in 2025 amounted to PLN 69,532 thousand and was higher by PLN 13,879 thousand, i.e. by 24.9%, compared

to 2024.

Profitability ratios of TOYA S.A.

For 12 months ended 31 December

2025

2024

Sales profit margin

31.8%

30.7%

Operating profit margin

12.7%

11.1%

Pre-tax profit margin

12.8%

11.0%

Net profit margin

10.3%

8.9%

Key:

Sales profit margin – the ratio of gross profit to sales revenue

Operating profit margin – the ratio of operating profit to sales revenue

Pre-tax profit margin – the ratio of pre-tax profit to sales revenue

Net profit margin — the ratio of net profit to sales revenue

For TOYA S.A., the sales profit margin is a key indicator of the Company's market competitiveness and has a decisive

impact on its financial position. The analysis of this ratio for 2025 shows that the gross sales profit margin increased by

1.1 percentage points compared to 2024. This was due to improved profitability across all distribution channels,

resulting from lower costs of purchasing goods thanks to favourable exchange rates.

31,8%

12,7%

12,8%

10,3%

30,7%

11,1%

11,0%

8,9%

0,0% 5,0% 10,0% 15,0% 20,0% 25,0% 30,0% 35,0%

SALES PROFIT MARGIN

OPERATING PROFIT MARGIN

PRE-TAX PROFIT MARGIN

NET PROFIT MARGIN

Profitability

2025 2024

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Profitability indicators at the level of operating profit, profit before tax and net profit also increased compared to the

previous year.

Cash flows of TOYA S.A. (PLN ‘000)

For 12 months ended 31 December

2025

2024

Cash flows from operating activities

59 926

(29 076)

Cash flows from investment activities

(1 745)

(5 223)

Cash flows from financial activities

(15 922)

(7 106)

Change in net cash

42 259

(41 405)

Cash and cash equivalents at the beginning of the period

7 711

49 107

Cash and cash equivalents at the end of the period

49 971

7 711

In 2025, TOYA S.A. reported positive cash flows from operating activities of PLN 59,926 thousand. This was mainly due

to a high gross profit, accompanied by a slightly lower inventory level (a decrease of PLN 3,535 thousand, i.e. by 1.1%)

and a lower level of short-term receivables (a decrease of PLN 4,667 thousand, i.e. by 8.8%, resulting from lower sales

before the end of 2025 as compared to 2024). At the same time, short-term trade liabilities decreased, mainly as a result

of lower liabilities to related parties for the purchase of goods (a decrease of PLN 32,177 thousand), which resulted from

a different timing of shipments and payments compared to 2024.

In 2025, the Company continued the investment related to strengthening the roof structure of the warehouse in

Wroclaw. In addition, as in previous years, the Company invested in IT equipment and display racks. Furthermore, the

Company granted a loan to the related entity TOYA Romania S.A. in the amount of USD 4,500 thousand. The loan was

granted to finance the subsidiary's current operating activities and was fully repaid in 2025 together with accrued

interest amounting to PLN 329 thousand.

In 2025, the Company generated negative cash flows from financing activities in the amount of PLN 15,922 thousand.

The main direction of expenses was the repayment of lease liabilities in the amount of PLN 6,877 thousand, as well as

interest paid on bank loans and leases in the amount of PLN 955 thousand. During the year, the Company used financing

from overdrafts, while there was no debt on this account either at the beginning or at the end of the period.

The liquidity of TOYA S.A. during the analysed period remained at an appropriate level. The Company’s net working

capital was positive, covering the demand arising from the volume of sales revenues generated. The ability to settle

short-term liabilities was satisfactory.

Liquidity ratios

31.12.2025

31.12.2024

Current ratio

6.48

4.23

Quick ratio

1.51

0.66

Key:

Current ratio – the ratio of current assets to short-term liabilities

Quick ratio – the ratio of current assets less inventories to short-term liabilities

The current liquidity ratio increased to 6.48 as of 31 December 2025, compared to 4.23 as of 31 December 2024. The

higher current liquidity ratio indicates a lower growth rate of liabilities relative to the growth rate of current assets.

The quick liquidity ratio as of 31 December 2025 was 1.51, compared to 0.66 as of 31 December 2024. The increase in

this ratio is mainly attributable to the high level of cash held in bank accounts. The Company has sufficient resources to

settle its current liabilities.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

The structure of assets of TOYA S.A. (PLN ‘000)

31.12.2025

31.12.2024

Non-current assets, including:

108 148

113 608

Property, plant and equipment

21 725

21 033

Intangible assets

2 829

3 241

Right-of-use assets

9 789

16 100

Investments in subsidiaries

70 803

Current assets, including:

422 832

388 774

Inventory

324 560

328 095

Trade and other receivables

48 301

52 968

Cash and cash equivalent

49 971

7 711

% asset structure of TOYA S.A.

31.12.2025

31.12.2024

Non-current assets / Assets

20%

23%

Property, plant and equipment / Assets

Intangible assets / Assets

Right-of-use assets / Assets

Investments in subsidiaries / Assets

13%

14%

Current assets / Assets

80%

77%

Inventory / Assets

61%

65%

Trade and other receivables / Assets

11%

Cash and cash equivalent / Assets

The structure of equity and liabilities of TOYA S.A. (PLN ‘000)

31.12.2025

31.12.2024

Equity

461 427

400 073

Long-term liabilities

4 339

10 425

Short-term liabilities, including:

65 214

91 884

Short-term trade and other liabilities

38 828

71 005

% equity and liability structure of TOYA S.A.

31.12.2025

31.12.2024

Equity / Equity and liabilities

87%

80%

Short-term liabilities / Equity and liabilities

12%

18%

Long-term liabilities / Equity and liabilities

Short-term liabilities / Liabilities

94%

90%

Long-term liabilities / Liabilities

10%

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Ratios of return on equity, assets and current assets of TOYA S.A.

Za okres 12 miesięcy zakończony 31 grudnia

2025

2024

Return on assets (ROA)

13%

11%

Return on equity (ROE)

15%

14%

Return on current assets

16%

14%

Key:

Return on assets (ROA) – the ratio of net profit to total assets as at the end of the period

Equity ratio (ROE) – the ratio of net profit to equity as at the end of the period

Return on current assets – the ratio of net profit to current assets as at the end of the period

TOYA S.A.'s property, plant and equipment as of 31 December 2025 constitute 4% of the total assets involved in the

Company's operations. Property, plant and equipment mainly consist of land, buildings and structures necessary for

TOYA S.A. to conduct its commercial activities. There were no significant changes in their structure during the period

under review.

As of 31 December 2025, right-of-use assets accounted for 2% of the balance sheet total, representing a decrease of 1

percentage point compared to 31 December 2024. This item consists primarily of the right of perpetual usufruct of land,

leased office and warehouse space, and leased cars, forklifts and servers. The main reason for the decrease in both the

value and share in the balance sheet total of this item was depreciation.

As of 31 December 2025, investments in subsidiaries consisted of shares in Toya Romania S.A. in the amount of PLN

1,885 thousand, Yato Tools (Shanghai) Co. Ltd. in the amount of PLN 20,746 thousand and Yato Tools (Jiaxing) Co. Ltd.

in the amount of PLN 48,172 thousand. There were no changes in the structure of subsidiaries during the current year.

In the structure of current assets used in TOYA S.A.'s operations, which as at 31 December 2025 constitute 80% of total

assets, inventories and trade and other receivables predominate, which is characteristic of TOYA S.A.'s business

operations. Both of these items together as at 31 December 2025 constitute 88% of total current assets (98% as at 31

December 2024). The main reason for the change in the structure of current assets was the increase in the share of cash

and cash equivalents, which as at 31 December 2025 constitute 9% of total assets (2% as at 31 December 2024).

Equity structure and debt ratios of TOYA S.A.

31.12.2025

31.12.2024

Total debt ratio

13%

20%

Equity debt ratio

15%

26%

Long-term debt ratio

Short-term debt ratio

12%

18%

The ratio of coverage of non-current assets with equity and long-term liabilities

438%

361%

Key:

Total debt ratio – the ratio of long- and short-term liabilities to total equity and liabilities

Debt to equity ratio – the ratio of long- and short-term liabilities to equity

Long-term debt ratio – the ratio of long-term liabilities to total equity and liabilities

Short-term debt ratio – the ratio of short-term liabilities to total equity and liabilities

The ratio of coverage of non-current assets with equity and long-term liabilities – the ratio of total equity and long-term liabilities to non-current

assets

As of 31 December 2025, the main item of TOYA S.A.'s equity was retained earnings in the amount of PLN 334,274

thousand. The Company's share capital as of 31 December 2025 amounted to PLN 7,504 thousand.

The main sources of financing for operating activities, in particular current assets, are equity as well as short-term

financing, mainly trade credit and periodically bank loans.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

As of 31 December 2025, TOYA S.A. financed its operations in 87% with equity (80% as of 31 December 2024). As of that

date, the Company had no debt under bank loans. The long-term debt ratio as of 31 December 2025 was 0.8%. This

debt results mainly from concluded lease agreements with a term longer than 12 months.

TOYA S.A. management effectiveness ratios

For 12 months ended 31 December

2025

2024

Inventories turnover period (days)

173

188

Receivables inflow period (days)

Liabilities repayment period (days)

Key:

Inventories turnover period (days) – the ratio of inventories as at the end of the period, multiplied by 360 days, to revenue from sales

Receivables inflow period (days) – the ratio of short-term trade and other receivables as at the end of the period, multiplied by 360 days, to

revenue from sales

Liabilities repayment period (days) – the ratio of trade and other liabilities as at the end of the period, multiplied by 360 days, to revenue from

sales

In 2025, the repayment period for liabilities was shorter than the receivables collection period. This means that the

Company granted longer trade credit to its customers than it received from its suppliers. At the same time, the inventory

turnover period in 2024 decreased to 173 days, mainly due to a lower level of purchases made compared to 2024.

The Company consistently takes action to adapt its offer to the needs of customers, increase the operational efficiency

of the entire sales group and continuously improve logistics processes.

Seasonality

The Company offers seasonal products. However, due to their limited value, a wide range of other products that are in

demand throughout the year, and due to the geographically diverse sales, seasonality does not occur.

4.3. INFORMATION ON OWN BRANDS

The TOYA Group offers a wide range of products sold under its own brands:

•  YATO (cordless, electric, petrol, pneumatic, and hand tools; personal protective equipment),

•  VOREL (workshop and construction hand tools),

•  LUND (power tools),

•  STHOR (power tools),

•  FALA (bathroom equipment),

•  FLO (manual and petrol garden tools, garden power tools).

The most profitable brand is YATO. Every year, the Group records an increase in the sales volume of this brand on both

the domestic and international markets.

The value of sales revenues from the core operations of the Company and the Capital Group, broken down by brand, is

presented in the tables below:

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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Structure and volume of sales revenues from the core (trading) operations of the Capital Group, broken down by

brand.

for 12 months ended 31 December

2025

share %

2024

share %

PLN ‘000

YATO

755 729

83%

658 311

80%

VOREL

83 626

91 368

11%

LUND

17 310

21 422

FALA

12 126

13 287

FLO

12 713

15 631

STHOR

14 238

15 648

other

11 963

5 341

TOTAL

907 705

100%

821 008

100%

The structure and volume of sales revenues from the core (trading) activities of TOYA S.A. by brand.

for 12 months ended 31 December

2025

share %

2024

share %

PLN ‘000

YATO

537 759

79%

477 265

76%

VOREL

75 424

11%

82 948

13%

LUND

17 251

21 197

FALA

12 126

13 280

FLO

11 991

14 213

STHOR

13 315

14 657

other

6 652

3 980

TOTAL

674 518

100%

627 540

99%

The most recognizable and leading brand of the Company, which also generates the highest sales growth, is YATO.

Since 2012, the YATO brand has held the largest share in the Company’s sales. It includes a wide range of high-quality

hand tools, pneumatic tools, and power tools designed for automotive workshops, construction, finishing, and

gardening work. The YATO assortment includes general-purpose tools as well as specialized instruments that have

gained recognition among both professionals and DIY users.

Products sold under the YATO brand include socket wrenches, torque and impact wrenches, screwdrivers, pliers,

combination wrenches, hammers, drill bits, cutting discs, lighting and PPE items. A strong position within the brand's

assortment is held by automotive workshop equipment such as tool cabinets and kits, pneumatic tools, and specialized

car repair instruments. The broad YATO range also includes tools for installers in the electrical, plumbing, and HVAC

sectors.

In 2015, the YATO brand's offer was expanded with a line of power tools that combine excellent technical parameters

with high-quality workmanship. The range includes cordless drills, rotary hammers, angle grinders, circular saws,

jigsaws, routers, and more. Among YATO’s power tools are also cordless devices powered by a unified battery type,

creating a universal and user-friendly platform for tools used in construction, workshops, and gardens. Since 2017, the

YATO brand has also offered professional catering equipment for the HoReCa sector, including refrigeration devices,

work tables, insulated transport containers, deep fryers, grills, meat grinders, pots, pans, and many other products.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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YATO tools are made from high-quality alloy steels using modern technologies, including heat and chemical treatment.

The Company continuously expands its product range, introducing several hundred new items each year. In selecting

products, special attention is paid to their use in modern construction and automotive industries, as well as to market

trends in the supported sales channels. As a result, the YATO brand is well perceived in the market in terms of both

quality and price.

Revenues from sales of YATO brand products accounted for 83% of the Group's revenues in 2025 (80% in 2024).

VOREL is a brand that, for approximately 10 years, held the largest share of the Company’s product sales. Its

assortment includes hand and pneumatic tools essential for workshop, construction, and household applications. The

VOREL offering features tools for a wide range of professionals (electricians, locksmiths, service technicians, welders,

plumbers, pavers, plasterers, tilers), as well as hobbyists. These include, for example: screwdrivers and screwdriver bits,

pliers, pipe wrenches, hammers, chisels, cold chisels and axes, clamps, vises, gas torches, hand planes, tile cutting tools,

ladders, measuring tapes, levels, tool bags, etc. Among the pneumatic tools are grinders, impact wrenches, angle shears,

air blow guns, and ratchets. The VOREL tool range also includes products designed to help maintain cleanliness in the

home and workshop.

In 2025, sales of VOREL brand products accounted for 9% of the Group’s revenue (compared to 11% in 2024).

The LUND brand was established in mid-2010 and offers household appliances, including mixers, blenders, deep fryers,

sandwich makers, as well as vacuum cleaners, irons, mops, and air purifiers. The multifunctional and user-friendly LUND

appliances facilitate everyday tasks such as cooking and maintaining cleanliness at home, and their modern design

makes them a decorative addition to any interior. Charcoal and gas garden grills are also very popular among users.

In 2025, sales of LUND brand products accounted for 2% of the Group’s revenue (compared to 3% in 2024).

The STHOR brand is aimed at demanding DIY enthusiasts. It includes power tools for construction, renovation and

finishing work. The STHOR range also includes tool sets, accessories and equipment for work in the garage and home

workshop, e.g. vacuum cleaners, rectifiers, extension cords, screwdriver bit sets, drills. STHOR products are

distinguished by their ergonomic work combined with affordable prices.

Sales revenues from products under the STHOR brand accounted for 2% of the Group’s revenues in both 2025 and

2024.

The Company sells bathroom and kitchen equipment under the FALA brand. The product range includes washbasin and

sink faucets, shower panels and a wide selection of linear drains. Products gathered in unique collections are

accompanied by accessories that complement the brand's range, such as connecting hoses, towel holders, plugs, shower

heads, pumps, heaters, bathroom scales. Modern design and well-thought-out solutions make FALA products create a

functional space tailored to the needs of users.

Sales revenues from products under the FALA brand accounted for 1% of the Group’s revenues in 2025 (2% in 2024).

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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FLO is a brand that includes a wide range of hand tools, electric and battery-powered devices designed for gardening

and for the care of terrace and balcony plants. Products offered under this brand include secateurs, branch saws, spades,

rakes, hoses, garden baskets, gloves. FLO power tools include hedge trimmers, chainsaws, scarifiers, pumps, sprayers,

etc.

Revenues from the sale of FLO brand products accounted for 1% of the Group's revenue in 2025 (2% in 2024).

4.4. INFORMATION ABOUT MAIN SALES MARKETS

4.4.1. Sales Structure

The main distribution channels of TOYA S.A. and the TOYA Capital Group are:

a) local markets (Poland, Romania and China):

• wholesale market, i.e., distributors, wholesalers, and stores

• retail chains

• retail sales – mainly through online channels, including own online stores operated by TOYA S.A., TOYA

Romania S.A., Yato Tools (Shanghai) Co. Ltd, and Yato Tools (Jiaxing) Co. Ltd.

b) export.

Outside Poland, the products are introduced to the market through TOYA’s subsidiaries Toya Romania S.A., YATO Tools

(Shanghai), and YATO Tools (Jiaxing), as well as through distributors and sales representatives. Such a diversified sales

network ensures the possibility of reaching a wide market, professional service, and optimization of the availability of

the entire range of products sold by the Group.

The Company’s and the Capital Group’s revenues broken down by distribution channels and their profitability are

presented in the tables below.

Structure and volume of sales revenues of the Capital Group broken down by segments as distribution channels.

for the 12-month period ended December 31

2025

profitability

2024

profitability

PLN ‘000

Wholesale market (*)

403 494

44%

37%

358 985

44%

36%

Export

314 069

35%

28%

280 030

34%

28%

Retail chains (*)

115 133

13%

32%

96 896

12%

31%

Retail (*)

75 009

48%

85 097

10%

46%

Total / Average

907 705

100%

34%

821 008

100%

34%

(*) sales on local markets in Poland, Romania and China

Key:

Segment sales profitability ratio – the ratio of the segment's gross profit to sales revenues in a given segment, according to the data in the financial statements

Average – the revenue-weighted average for all segments combined

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

The structure, size of sales revenues and profitability of the Company by segments constituting distribution channels

for the 12-month period ended December 31

2025

profitability

2024

profitability

PLN ‘000

Wholesale market

303 407

45%

37%

265 345

42%

36%

Export

199 585

30%

28%

196 238

31%

28%

Retail chains

102 310

15%

32%

84 995

14%

31%

Retail

69 216

10%

48%

80 963

13%

46%

Total / Average

674 518

100%

34%

627 541

100%

34%

Legend:

Sales profitability ratio of a segment – the ratio of segment gross profit to sales revenue in that segment, based on data from the financial statements.

Average – revenue-weighted average for all segments combined.

403 494

314 069

115 133

75 009

358 985

280 030

96 896

85 098

10%

20%

30%

40%

50%

60%

Wholesale market Export Retail chains Retail

50 000

100 000

150 000

200 000

250 000

300 000

350 000

400 000

450 000

Group sales revenues and profitability by channel

Sales revenue 2025 Sales revenue 2024 Profitability 2025 Profitability 2024

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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4.4.2. Wholesale market - sales in Poland

TOYA S.A. has been present on the domestic market for over 30 years and is systematically strengthening its position

there. The largest sales in Poland are realized through traditional distribution channels, i.e. through distributors,

wholesalers and stores. In 2025, TOYA S.A. cooperated with many distributors, whose network is constantly being

developed. The company also cooperates with several dozen wholesale recipients in all provinces, meeting the growing

demand for its goods and aiming to increase margins and promote the private brands it manages. The company employs

several dozen sales representatives - partner guardians on the wholesale market and plans to further develop this

distribution channel.

Structure and volume of the Company's sales revenue on the wholesale market in Poland (in PLN thousand)

for 12 months ended 31 December

2025

% share

2024

% share

Distributors

178 927

59%

185 735

70%

Wholesalers and stores

124 480

41%

79 610

30%

Total

303 407

100%

265 345

100%

4.4.3. Retail chains - sales in Poland

Sales to retail chains in Poland constitute approx. 15% of TOYA S.A.'s sales revenue and 11% of the Group's sales

revenue. TOYA S.A. cooperates with large chains in the country. Two key chains generate a total of 70.6% of the

Company's revenue in this channel. The Parent Company sells industrial goods based on orders received from its

customers for specific, in terms of quantity and date, deliveries of goods, which, after confirmation of their acceptance

for execution, result in the creation of typical contractual obligations. In this channel, the Company cooperates with

customers with an established market position, financially reliable and transparent, and with a positive history of debt

repayment.

303 407

199 585

102 310

69 216

265 345

196 238

84 995

80 963

10%

15%

20%

25%

30%

35%

40%

45%

50%

Wholesale market Export Retail chains Retail

50 000

100 000

150 000

200 000

250 000

300 000

350 000

Company's sales revenues and profitability by channel

Sales revenue 2025 Sales revenue 2024 Profitability 2025 Profitability 2024

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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4.4.4. Export sales and foreign operations of the Group

TOYA S.A.

For many years, the Parent Company has been operating on international markets, focusing primarily on the markets

of Central, Southern and Eastern Europe.

The structure and volume of revenues from export sales of the Parent Company by country in PLN thousand (*)

for the 12-month period ended December 31

2025

Share %

2024

share %

Ukraine

59 147

30%

46 967

26%

Hungary

37 270

19%

28 516

16%

Baltic countries

22 258

11%

19 871

11%

Czech Republic

17 112

14 148

Moldova

13 452

12 006

Bulgaria

9 406

10 098

Belarus

7 098

17 289

10%

Greece

4 707

5 980

Croatia

3 599

3 185

Germany

3 277

3 655

Other

18 246

18 100

10%

Total

195 570

100%

179 814

100%

(*) does not include sales to subsidiary TOYA Romania, which amounted to PLN 4,005 thousand (PLN 16,418 thousand in 2024)

Toya Romania S.A.

In addition to the export sales described above, direct sales in Romania are conducted by the subsidiary established in

2003 - Toya Romania S.A., which specializes in the sale of tools and power tools within Romania. The product

assortment, offered brands, and distribution channels (apart from exports) are identical to those of the Polish company.

Revenues from Toya Romania’s sales are reported within the wholesale and retail chain segments.

The development strategy for Toya Romania S.A. includes, among other things, further leveraging synergy effects within

the Group, particularly optimizing the costs of purchasing goods based on shared supply sources and logistics centres.

Moreover, the Romanian company intends to strengthen its position in the local market by further expanding its

network of sales representatives, whose role is to acquire customers in the traditional market among specialized retail

stores and institutional clients. Marketing efforts focus on increasing the share of the high-margin YATO brand in the

revenue structure, which, using a shortened distribution channel, will provide the Company with a significant increase

in profitability.

Structure and volume of sales revenues of Toya Romania S.A. broken down by distribution channels in PLN thousands

for the 12-month period ended December 31

2025

share %

2024

share %

Wholesalers and stores

74 253

84%

66 013

83%

Retail chains

12 823

14%

11 901

15%

Retail sales

1 513

1 149

Total

88 588

100%

79 063

100%

Yato Tools (Shanghai) Co., Ltd.

Yato Tools (Shanghai) Co. Ltd., headquartered in Shanghai, has been operating since the second half of 2008 as a jointly

controlled company, and since 2 January 2013 as a controlled company fully consolidated in the Group’s financial

statements. During this period, the company focused on building a distribution network, recruiting and training sales

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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personnel, and preparing for expansion into global markets. In recent years, the company has completed its initial

development phase and established a distribution network, as well as created a structure enabling consolidation and

export of YATO products directly to customers and distributors in Southeast Asia, Africa, Australia, and the Middle East.

Yato Tools (Shanghai) Co. Ltd. is also one of the main suppliers of goods to TOYA S.A. and TOYA Romania S.A.

Currently, Yato Tools covers almost the entire territory of China with its sales network, serving a population of 1.4 billion

people. This indicates significant potential for further development of the local sales network, not only through

increased transactions with existing representatives, but also through growth in the number of distributors specializing

in other product categories offered by the company, such as automotive tools, power tools, and garden tools. In

addition, Yato Tools is developing its online sales channel, both through its own store and through existing large

specialized e-commerce platforms.

Yato Tools’ export activity began in the second quarter of 2010 as a further step in the company’s development. In 2025,

the company conducted trade with several dozen countries across Africa, Asia, Australia, as well as South and Central

America. The highest turnover in this year was recorded with customers from the United Arab Emirates, Belarus, and

Uzbekistan.

Structure and volume of sales revenues by distribution channels of YATO Tools (Shanghai) in PLN thousands

for the 12-month period ended December 31

2025

share %

2024

share %

Wholesale Market

9 528

37%

9 135

34%

Export

12 736

49%

15 190

56%

Other

3 511

14%

2 761

10%

Total

25 775

100%

27 086

100%

(*) The table does not include intra-group sales (from Yato Tools (Shanghai) to the Parent Company, TOYA Romania, and Yato Tools (Jiaxing)), which

amounted to PLN 179,065 thousand in 2025 (PLN 190,849 thousand in 2024), converted from CNY to PLN using the average NBP exchange rate.

Structure and volume of revenues from export sales of YATO Tools (Shanghai) in PLN thousand.

for the 12-month period ended December 31

2025

share %

2024

share %

United Arab Emirates

8 187

64%

5 909

39%

Belarus

2 356

18%

3 169

21%

Uzbekistan

1 240

10%

1 102

Russia

839

4 847

32%

Other

114

164

Total

12 736

100%

15 190

100%

Yato Tools (Jiaxing) Co., Ltd.

Yato Tools (Jiaxing) Co. Ltd. was established in 2019 and is located in Baibu Town, Zhejiang Province, People's Republic

of China. In 2020, the company started its operations. In 2023, the new warehouse was fully operational and the

company traded with dozens of countries in Africa, Asia, Australia, South and Central America.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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Structure and volume of sales revenues in individual distribution channels of YATO Tools (Jiaxing) in PLN thousand

(*).

for the 12-month period ended December 31

2025

share %

2024

share %

Wholesale Market

16 300

13%

18 490

18%

Export

105 763

86%

85 025

82%

Other

777

227

Total

122 840

100%

103 742

100%

(*) The table does not include intra-group sales (from Yato Tools Jiaxing to the Parent Company, Toya Romania S.A., and Yato Tools Shanghai), which

amounted to PLN 401,905 thousand in 2025 (PLN 428,543 thousand in 2024), converted from CNY to PLN using the average NBP exchange rate.

Structure and volume of revenues from export sales of YATO Tools (Jiaxing) in PLN thousand.

for the 12-month period ended December 31

2025

share %

2024

share %

Chile

12 819

12%

9 354

11%

Russia

12 534

12%

8 416

10%

Ukraine

7 289

2 829

Zimbabwe

4 594

2 653

Democratic Republic of the Congo

3 999

5 172

Guatemala

3 572

5 355

Georgia

3 418

2 279

Saudi Arabia

2 576

1 642

India

2 523

1 881

Iraq

2 355

650

Armenia

2 347

2 412

Malaysia

2 325

1 192

Panama

2 244

2 718

South Korea

2 136

1 732

Guinea-Bissau

2 133

483

Costa Rica

2 039

2 050

Kazakhstan

1 724

675

Greece

1 614

2 165

Vietnam

1 511

1 865

Venezuela

1 500

1 343

Paraguay

1 451

Other countries

29 060

27%

28 159

33%

Total

105 763

100%

85 025

100%

4.4.5. Retail sales – sales in all Group companies

The year 2025 marked a period of stabilisation in the development of the online stores www.toya24.pl and

yatogastro.pl. In addition, sales in Poland are conducted via popular online platforms. Subsidiaries in Romania and China

also conduct online sales. In total, this sales channel accounts for 8% of the Group’s total sales revenue.

The decrease in this sales channel amounted to 12%, following a period of dynamic growth in 2024, when growth in this

channel compared to 2023 amounted to 62%. Changes in this area were mainly driven by a revision of the pricing policy

in the Parent Company, focused on improving competitiveness, which affected the volume of orders from both

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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individual customers and business entities preferring online shopping. The Group sees significant potential and plans

further dynamic development of this distribution channel in the coming periods.

4.5. INFORMATION ABOUT SUPPLIERS

The network of suppliers with which the Group cooperates is significantly diversified. For many years, the Group has

been cooperating with several hundred foreign suppliers and several dozen domestic ones, thanks to which it has

established lasting business contacts. Such a wide range of suppliers ensures a high degree of independence and allows

to strengthen the Group's negotiating position. This position is additionally strengthened by the presence of subsidiaries

Yato Tools (Shanghai) and Yato Tools (Jiaxing), both due to greater trust of Asian producers in the local partner, as well

as due to larger order volumes. The Parent Company usually orders products on the basis of individual orders, which

ensures flexibility in negotiations and allows for better adjustment of the product offer to changing customer

expectations.

4.6. MAJOR RESEARCH AND DEVELOPMENT ACHIEVEMENTS

The Group has a wide portfolio of offered products and treats their development and improvement as one of the key

tools for building a competitive advantage on the market. The Product Development Centre - an organizational unit of

the Parent Company, has been conducting, in cooperation with subsidiaries, analyses of market design trends, analyses

of their growth potential and conceptual and design work for specific tool groups for many years. This work is financed

from the Parent Company's own funds.

4.7. INFORMATION ON THE EMPLOYEE STOCK PROGRAM CONTROL SYSTEM

In 2025 r. there was no employee share program in the Parent Company or the Group.

4.8. TRANSACTIONS WITH RELATED PARTIES

Transactions with related parties are concluded in the normal course of the Company’s and the Group’s business

activities and are conducted on arm’s length terms. These transactions are presented in Note 34 to the consolidated

financial statements and in Note 33 to the stand-alone financial statements. In 2025, TOYA S.A. granted a loan to TOYA

Romania, as described in section 4.10, and received a dividend from Yato Tools (Jiaxing) Co. Ltd. in the amount of PLN

512 thousand (the equivalent of CNY 1,000 thousand). Neither the Company nor other entities belonging to the TOYA

Group entered into any transactions with related parties that would be unusual or not conducted on market terms.

4.9. INFORMATION ON CREDITS AND LOANS TAKEN

A summary of bank loans is provided in the table on the next page.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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Borrower

Object and value of agreement

Bank name

Loan amount as

per agreement

as at 31

December 2025

Amount

outstanding as

at 31 December

2025 (*)

Amount

outstanding as at

31 December 2024

Current interest rate

Date of expiry

TOYA S.A.

Overdraft credit facility agreement No

WAR/8833/20/326/CB

BNP Paribas Bank Polska S.A.

with its registered office in

Warsaw

25 000

WIBOR 1 M + bank’s

margin

17 November 2026

TOYA S.A.

Amount outstanding as at

Overdraft credit facility agreement No

09/030/19/Z/VV

mBank S.A. with its registered

office in Warsaw

60 000

WIBOR ON + bank’s

margin

26 March 2026

TOYA S.A.

Overdraft credit facility agreement No

K01535/25

Santander Bank Polska S.A.

with its registered office in

Warsaw

70 000

WIBOR 1 M + bank’s

margin

12 December 2027

Yato Tools (Shanghai) Co. Ltd.

Short-term working capital loan agreement

CITIBANK (CHINA) CO., LTD.

SHANGHAI BRANCH with its

registered office in the

People's Republic of China

33 840

LPR + bank’s margin

24 June 2025

Yato Tools (Jiaxing) Co. Ltd.

Short-term revolving credit agreement,

utilised in the following tranches:

NBCB of Jiaxing Haiyan Branch

30 918 (**)

Not applicable –

contract concluded

in 2025

LPR + bank’s margin

Tranche No. EI0890125A00237

5 153

6 May 2026

Tranche No. EI0890125A00242

10 306

12 May 2026

accrued interest

Total liabilities, of which:

185 918

15 508

33 840

– short-term portion

185 918

15 508

33 840

– long-term portion

(*) the utilised amount is presented including interest accrued but not repaid as of 31 December 2025 and 31 December 2024.

(**) CNY 60,000 thousand converted using the NBP exchange rate applicable as of 31 December 2025.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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4.10. INFORMATION ON CREDITS AND LOANS GRANTED

On 22 April 2025, TOYA S.A. entered into a loan agreement with TOYA Romania S.A. for the purpose of financing the

subsidiary’s current operating activities. The basic information is presented below.

Borrower

Borrower name

Currency

Nominal amount in

contract currency (USD

thousand)

Value at the time of

granting the loan

(PLN thousand)

Current interest rate

Date of expiry

TOYA S.A.

Toya Romania S.A.

USD

4 500

16 749

90-day Average

SOFR + margin

31.03.2026

As of 31 December 2025, the loan granted had been fully repaid together with accrued interest.

Apart from the above agreement, in 2025 the companies belonging to the Group did not grant any loans or credits.

4.11. INFORMATION ON CONCLUDED AGREEMENTS SIGNIFICANT FOR THE

GROUP'S ACTIVITIES

The Company adopted the value of the agreement exceeding 10% of TOYA's equity as the criterion for determining

whether the agreements are significant. Using this criterion, in 2025 the Company concluded annexes to the credit

agreements with banks, which are presented in point 4.9.

The table below includes the Parent Company's insurance policies.

Insurance period

Subject of insurance

July 1, 2025 – June 30, 2026

Insurance against all risks of physical loss or damage to property - fixed assets and real

estate

July 1, 2025 – June 30, 2026

Insurance against all risks of physical loss or damage to working capital

July 1, 2025 – June 30, 2026

Insurance against all risks of physical loss or damage - electronic equipment

July 1, 2025 – June 30, 2026

Civil liability insurance for property ownership and business activity

December 12, 2025 – December 12, 2026

Car fleet motor insurance

September 20, 2025 - September 19, 2026

Civil liability insurance for members of company management boards

October 13, 2025 – October 12, 2026

Professional liability insurance for accountants and payroll staff

July 1, 2025 - June 30, 2027

Trade credit risk insurance for certain contracts

March 1, 2025 – February 28, 2026

Property insurance in CARGO transport

January 1, 2026 - December 31, 2026

Guarantee of payment of customs debt

June 21, 2025 – June 20, 2026

Employee travel insurance

July 15, 2025 - February 28, 2026

Insurance for construction and assembly works

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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4.12. ASSESSMENT OF FINANCIAL RESOURCE MANAGEMENT AND

ASSESSMENT OF THE ABILITY TO MEET OBLIGATIONS

The Group's operations were financed with external capital in 25.7%, and the operations of TOYA S.A. - in 13%. The loan

agreements stipulate that throughout the entire loan period the borrower undertakes to maintain the capitalization

ratio and debt ratio at the agreed level and to maintain the inflows to bank accounts in the amount agreed, in

accordance with the terms of the loan agreements.

The Parent Company has good relations with banks, financial institutions and has not had a problem with renewing

loans on favourable terms. The Group continues to dynamically develop its operations, maintains liquidity at a high level

and pursues a conservative debt policy. Therefore, the Management Board highly evaluates the Company's ability to

meet its obligations.

At present, there are no events that, in the opinion of the Management Board, could negatively affect the ability of the

Company and the entire Group to meet its obligations.

4.13. DESCRIPTION OF SIGNIFICANT OFF-BALANCE SHEET ITEMS

As of 31 December 2025, the Group companies were parties to the following guarantee agreements in connection with

their business activities, granted by the entities listed below:

No.

Principal

Counterparty

Type of guarantee

Subject matter

and value

Date of expiry

TOYA S.A.

Bank Handlowy S.A. w

Warszawie

Guarantee of proper performance-timely

payment for the lease of warehouses in

Nadarzyn by TOYA S.A.

638 698,83EUR

28 February 2026

TOYA S.A.

Sopockie Towarzystwo

Ubezpieczeń ERGO

Hestia S.A.

Security for amounts due for customs duties,

taxes and other fees in relation to goods

subject to release for circulation on the basis

of a customs declaration by TOYA S.A.

270 000 PLN

31 December 2025 (*)

TOYA Romania S.A.

BRD Groupe Societe

Generale

Warehouse rental payment guarantee in

Bucharest

341 602 EUR

3 August 2026

(*) After the end of the year, the guarantee was extended until 31 December 2026.

On 12 June 2019, TOYA S.A. provided a guarantee for the payment of liabilities resulting from the lease of office and

warehouse space by Toya Romania S.A. to the lessor up to the amount of EUR 115,000. The lease agreement was

concluded on 8 February 2019 and covers 10 years with an option to change this period. The guarantee expires after 3

months from the date of termination of the lease agreement.

On 29 March 2024, TOYA S.A. concluded a guarantee agreement with Citibank (China) Company Limited-Shanghai

Branch, based in the People's Republic of China, in order to secure the repayment of receivables due to the bank under

the conclusion by YATO TOOLS (Shanghai) Co., Ltd, of a short-term working capital loan agreement, in the amount of

CNY 60,000 thousand. The agreement assumes TOYA S.A.'s guarantee for the liabilities of the subsidiary up to the

amount of CNY 72,000 thousand. The guarantee was granted until 31 August 2025.

Apart from the guarantees and sureties granted, the Group has no significant contingent assets or liabilities.

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4.14. DISPUTES

As of 31 December 2025, TOYA S.A. is not a party to any material proceedings pending before a court, an arbitration

authority, or a public administration body.

In 2025, TOYA S.A. received three demands for payment of additional remuneration from an unrelated entity, relating

to services rendered, with a total gross value of PLN 5,170 thousand. The agreement between the parties expired at the

end of the first quarter of 2025. The Management Board of the Company assesses that there are no factual or legal

grounds for such claims, and the probability of any payment obligation arising is considered low. In the Company’s view,

all obligations for services rendered during the term of the agreement have been fully settled. Therefore, no provision

was recognised in the 2025 financial statements for this matter.

4.15. OWN SHARES

On 26 June 2024, the Company’s General Meeting of Shareholders adopted a resolution authorising the Management

Board to acquire own shares and establishing a reserve capital in the amount of PLN 100,000 thousand, allocated for

the purpose of purchasing the Company’s own shares.

On 3 June 2025, the Management Board of TOYA S.A. published an invitation to submit offers for the sale of TOYA S.A.

shares. The invitation covered up to 9,850,000 shares of TOYA S.A. with a nominal value of PLN 0.10 each. The purchase

price offered was PLN 8.00 and offers to sell shares were accepted between 5 and 13 June 2025.

Under the announced public share buyback programme, shareholders submitted offers to sell a total of 1,004,979

shares of the Company, with a total nominal value of PLN 100,497.90, representing approximately 1.34% of the share

capital.

Voting rights attached to treasury shares held by the Company are not exercised at the Company’s General Meeting of

Shareholders. In accordance with §2(9) of the General Meeting resolution, the own shares acquired by the Company

may be cancelled pursuant to a separate resolution of the General Meeting.

5. GROUP DEVELOPMENT PLANS AND PROSPECTS

The Capital Group attaches great importance to the quality of customer service. This is a key factor in maintaining a

competitive advantage on the market, and one of its most important elements is ensuring full availability of the product

offer for every customer in any region of the world. Supporting these goals, the Group improves logistics processes and

maintains good relations with suppliers, taking into account the need to minimize delivery costs. The Group will

strengthen its market position and seek new, attractive expansion opportunities.

The most important activities for the implementation of this program are:

• Development of the capital group

Yato Tools (Jiaxing), a subsidiary based in Baibu Town, Zhejiang Province, operates a modern high-bay

warehouse located near two major seaports, among the world's most important transshipment centres. The

facility serves a key role as a central point for consolidating shipments to warehouses in Poland and Romania,

while also serving as a local distribution centre for companies operating in China. Thanks to advanced

automation, the warehouse significantly streamlines logistics processes and reduces the need for significant

human resources. The group plans to further strengthen and develop its logistics capabilities, viewing them as

one of the foundations for building a sustainable competitive advantage.

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• Development of the export channel

The prolonged conflict between Russia, Belarus, and Ukraine continues to impact sales in the export channel.

Declining deliveries to Russia and Belarus are offset by dynamic growth in sales to Ukraine, which has now

become the Group's largest geographic market. Maintaining and further strengthening its position in this

market will only be possible once the political and macroeconomic situation in Ukraine stabilizes. The Group is

also closely monitoring the situation in Russia and Belarus and intends to rebuild its position in these markets

after the end of hostilities.

The Group plans to strengthen its presence in other European markets, expanding its customer base to new

customer segments and diversifying sales channels. At the same time, it is expanding its operations outside

Europe. The Chinese subsidiary Yato Tools (Jiaxing) is rapidly increasing sales and acquiring new customers,

particularly in South American markets, where the Group is steadily strengthening its position. African markets

also represent a natural direction of expansion for Chinese companies. This development is supported by a

newly built warehouse in China, equipped with modern infrastructure, which streamlines logistics processes

throughout the Group.

Chinese companies are dynamically expanding their operations among clients in the Persian Gulf region.

However, prolonged hostilities in this area could disrupt further development and, in extreme cases, lead to a

reduction in the Group's presence in these markets.

• Effective product management

The Group attaches great importance on effective product management at every stage of its lifecycle—from

market launch to product discontinuation. It boasts a broad portfolio encompassing several thousand products

targeted at diverse customers. The Product Management team continually develops its offerings, ensuring they

are attractive, modern, and tailored to the needs of customers in Europe and other markets where the Group

sees growth potential. A key element of this process is the continuous introduction of new products that

respond to changing expectations and market trends. In their daily work, the team is supported by modern IT

technologies, systems, and devices that facilitate effective product management.

• Development of logistics processes

The Group is working to optimize its logistics processes, primarily focused on warehousing, due to the intensive

development of its product offering and increased trading volume. The work aims to identify and implement

solutions that will, on the one hand, increase the Group's competitive advantage and, on the other, maintain

the effectiveness of its business model in the long term. These efforts will focus on ensuring improved product

availability, a key factor in the Group's competitiveness, as well as adapting logistics processes to current and

anticipated customer expectations.

• Capital investments

The Group monitors the market in search of an attractive acquisition target that would generate added value

for shareholders.

ASSESSMENT OF THE POSSIBILITY OF IMPLEMENTING INVESTMENT INTENDED USE

In the opinion of the Management Board of the Parent Company, there are no threats to the implementation of the

above-mentioned investment plans. In addition to funds generated from operating activities, the Group has secured

external financing in the form of credit limits in accordance with the agreements described in point 4.9.

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Report on operations for the period of 12 months ended 31 December 2025

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6. RISK MANAGEMENT

6.1. MAIN TYPES OF RISK

The basic financial risks include:

• currency risk,

• interest rate risk,

• liquidity risk.

The characteristics of financial risks are included in point 6.2.

The basic non-financial risks include:

• the risk of changes in the macroeconomic situation, including in particular changes in the GDP growth rate, the

level of inflation, the situation in the industrial, automotive, home and garden, infrastructure and residential

construction, construction and assembly segments, the level of investment in enterprises, interest rate policy,

the budget situation, or the income situation of society,

• competition risk,

• risk related to changes in the legal and tax environment,

• risk of disruption of the supply chain.

The characteristics of these risks are included in point 2.

6.2. RISK MANAGEMENT SYSTEM

The purchase prices of goods sold by the Group are subject to fluctuations, primarily due to changes in production costs

of acquired goods (including raw material prices) incurred by the Group’s suppliers. In addition, the purchase price of

goods depends on the USD/PLN and CNY/PLN exchange rates. These factors affect the profit margins achieved. To

minimize the negative impact of purchase price fluctuations on financial performance, the Group negotiates relatively

high-value contracts and selects manufacturers offering competitive prices and commercial terms. The Group does not

use financial instruments to hedge against the risk of changes in purchase prices due to currency exchange rate

fluctuations.

A portion of the Group’s sales revenue is generated through export activities, with prices denominated in foreign

currencies. As a result, the Group partially benefits from natural hedging. However, there remains a risk that future

currency fluctuations could have a temporary negative impact on the Group’s financial results.

Client credit risk is not significant due to the high diversification of customers. To mitigate the risk of overdue

receivables, the Group periodically assesses the creditworthiness of its counterparties and conducts systematic (internal

and external) monitoring of outstanding balances. Credit limits for individual customers are determined by the

Management Board. For customers who consistently exceed payment terms, appropriate debt collection procedures

and restrictions on purchasing goods from the Group are applied. To further minimize risk, the Parent Company also

concludes receivables insurance agreements with one of the leading financial institutions.

Due to the nature of its operations, the Group requires working capital to settle payments with suppliers before

receiving payment from customers, in exchange for favourable purchasing terms. The necessary capital is provided,

among other sources, through short-term credit agreements for working capital financing. To diversify its lenders, the

Parent Company cooperates with several banks that hold high credit ratings. Loan interest rates are based on the WIBOR

benchmark rate. The Group does not use instruments to hedge against interest rate risk.

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The Parent Company maintains good relationships with banks and has not experienced any issues with loan renewals

to date. Therefore, the Management Board of the Parent Company considers the risk associated with short-term debt

to be low.

In the opinion of the Management Board of the Parent Company, the Group’s liquidity is secured for the foreseeable

future. The Group follows a strict liquidity risk management policy by maintaining an adequate level of cash and ensuring

access to available credit lines. The Parent Company monitors the level of short-term liabilities, working capital, and the

current cash flows of both the Company and the Group.

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7. TOYA GROUP SUSTAINABILITY REPORT

7.1. ESRS 2 GENERAL DISCLOSURE

This report concerning the TOYA Group has been prepared in accordance with Article 63x, Chapter 6c of the Accounting

Act of 29 September 1994 and Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020

on the establishment of a framework to facilitate sustainable investment, together with the Delegated Regulations of

the Commission (EU) 2021/2139 of 4 June 2021, 2021/2178 of 6 July 2021, and 2022/1214 of 9 March 2022, as well as

taking into account Delegated Regulation (EU) 2023/2772 of 31 July 2023, applicable from 1 January 2024,

supplementing Directive 2013/34/EU of the European Parliament and of the Council as regards sustainability reporting

standards.

The report has been prepared on a consolidated basis, and the scope of data consolidation is consistent with the

consolidated financial statements. The data, indicators, and statements presented in this report refer to the Parent

Company TOYA S.A. and the TOYA Capital Group.

The Sustainability Report of the TOYA Group for the year 2025 applies to the organization and its value chain when

describing material impacts, risks, and opportunities, in order to better understand them. In preparing the document,

the Group did not exercise the option to omit information relating to intellectual property, know-how, or the results of

innovation.

In preparing the Sustainability Report, TOYA Capital Group generally did not deviate from the definitions of short-,

medium-, and long-term time horizons as set out in ESRS 1, adopting a 1-year horizon for short-term, 5 years for

medium-term, and over 5 years for long-term perspectives. However, for the assessment of climate-related risks

(physical and transition risks) and scenario analysis, different medium- and long-term horizons were applied — up to

2040 and up to 2050, respectively — in alignment with the European Union’s decarbonization target for 2050.

The TOYA Capital Group has decided to present the following disclosures in other sections of the Management Report

of TOYA S.A. and the TOYA Group:

Disclosure

Place in the report on the operations of the Company and the

TOYA Group

(ESRS 2 GOV-1) 21a-d

Item 8.8 (statement regarding corporate governance)

(ESRS2 GOV-3) 27

Item 8.8 (statement regarding corporate governance)

(G1) 5b

Item 8.8 (statement regarding corporate governance)

TOYA Capital Group does not report any changes in the method of preparation or presentation of information or errors

from previous reporting periods.

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7.1.1. Management

TOYA Capital Group consists of four companies:

• TOYA S.A. – a Parent Company that meets the criteria for reporting on sustainable development,

• TOYA Romania S.A.,

• YATO Tools (Shanghai) Co., Ltd.,

• YATO Tools (Jiaxing) Co., Ltd.

According to the statute, the TOYA S.A. Management Board consists of one to seven members - this number is

determined by the Supervisory Board. The Management Board members are appointed by the Supervisory Board for a

joint, three-year term of office. The Company provides membership in the Management Board and Supervisory Board

to persons with the widest possible range of competences and qualifications. In the opinion of TOYA S.A., the General

Meeting and the Supervisory Board, when selecting the Supervisory Board and the Management Board, respectively,

are guided primarily by the interests and needs of the company in terms of ensuring a diversified pool of talents

necessary to meet the challenges facing the organization.

As of 31 December 2025, the Management Board of TOYA S.A. consisted of:

• Grzegorz Pinkosz – Chairman of the Board,

• Maciej Lubnauer – Vice President of the Management Board,

• Robert Borys – Vice President of the Management Board,

• Jan Jakub Szmidt – Vice President of the Management Board.

Composition of the Supervisory Board as at 31 December 2025:

• Piotr Mondalski – Chairman of the Supervisory Board,

• Jan Szmidt – Vice-Chairman of the Supervisory Board,

• Beata Szmidt – Member of the Supervisory Board,

• Dariusz Górka – Member of the Supervisory Board,

• Zenon Beker – Independent Member of the Supervisory Board (independent member),

• Grzegorz Maciąg – Member of the Supervisory Board,

• Wojciech Papierak – Independent Member of the Supervisory Board (independent member).

More information on the Management Board and the Supervisory Board of TOYA S.A. can be found in section 8.8 of the

Report on operations of the Company and the TOYA Group.

The organizational structure of the Management Board does not designate a specific individual responsible for

overseeing impacts, risks, and opportunities. Each member of the Board is responsible for these issues within the

organizational units under their supervision. It is also the Management Board that, by way of resolution, adopts

Company policies and is responsible for their implementation within the organization.

The Company’s risk management system is based on an established organizational structure composed of specialized

units responsible for identifying potential risks, assessing their impact on specific decision-making processes,

monitoring, and reporting directly to the Management Board. The Management Board of TOYA S.A. oversees the

achievement of business objectives and supports managerial staff and operational employees in their daily activities,

including risk management. In 2020, the Company established a specialized Legal and Compliance Department,

responsible for the comprehensive oversight and control of business and organizational units regarding compliance with

legal regulations, market best practices, adopted business ethics standards, and internal policies. The Legal and

Compliance Department reports directly to the Management Board. This solution has provided the Board with access

to consolidated knowledge regarding the Company’s compliance across all areas and aspects of its operations, including

applicable law, internal regulations, and the Best Practices for WSE Listed Companies. Currently, the Company has set

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objectives related to its material impact on climate change. The Management Board of TOYA S.A. is informed annually

of progress made in achieving these objectives.

The Management Board’s knowledge of sustainability is continuously developed through participation in specialized

training. Board members also have access to the expertise of ESG advisors with whom the Company collaborates. The

Management Board plays a key role in defining, approving, and supervising the sustainability strategy, and is also

responsible for reviewing and approving the reported data.

For several years, the TOYA Capital Group has identified its material sustainability topics. The most recent analysis was

fully conducted in accordance with the double materiality principle, meaning it took into account both the organization’s

impact on the environment and the assessment of financial risks and opportunities for the Group. The Management

Board of the parent company was informed about the results of the double materiality assessment process, and a Board

representative actively participated in the process. The Board is informed about performance indicators, allowing it to

assess the effectiveness of management at TOYA S.A. In 2025, there were no changes to the business model,

organizational structure, or operational processes that could significantly impact the results of the double-materiality

analysis. Therefore, after reviewing the identified material topics for relevance, the 2025 Sustainability Report uses the

results of the double-materiality analysis conducted with an external advisor between November 2024 and February

2025.

The Management Board of the parent company has been made aware of all significant impacts and risks identified

through the double materiality assessment (no opportunities were identified). A list of the material impacts and risks is

provided in disclosure SBM-3. These risks and opportunities are taken into account in the Company’s management

processes. For this reason, in 2024, a decarbonization action plan was developed. The next area to be addressed by a

new policy will concern the circular economy and waste management within the TOYA Capital Group.

7.1.2. ESG governance and due diligence

TOYA Capital Group has adopted an ESG Governance Policy to implement and maintain an effective ESG management

system. In order to ensure completeness and effectiveness of management, the ESG management structure is based on

three levels of management:

• SUPERVISORY LEVEL - Comprehensive supervision over ESG management and implementation of ESG

commitments / priorities.

• MANAGEMENT LEVEL - Strategic management of ESG and implementation of ESG commitments / priorities /

reporting.

• OPERATIONAL LEVEL - operational activities. Implementation of individual initiatives and projects.

Responsibility for the scope of disclosures and review of the reported data lies with the Management Board of the

Parent Company within the TOYA Capital Group. Employees of TOYA S.A., TOYA Romania S.A., YATO Tools (Shanghai)

Co., Ltd., and YATO Tools (Jiaxing) Co., Ltd., who are responsible for specific areas within the Company, participate in

the preparation of the sustainability disclosures.

The risk associated with sustainability reporting may relate to inaccurate data or errors in the calculation of quantitative

indicators. Although this risk is not listed in the ESG Management Policy, measures are taken during the preparation of

the TOYA Group’s sustainability report to minimize it. The content of the report is reviewed by individuals responsible

for each area, as well as by the person coordinating the preparation of the report. The Management Board of TOYA S.A.

is also involved in this process. ESG management-related information is communicated to the Management Board of

TOYA S.A. at least once a year.

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The TOYA Capital Group exercises due diligence, particularly in matters related to labour practices, environmental

protection, and corporate governance (including anti-corruption efforts). All of these aspects are described in the TOYA

Group’s Sustainability Report.

Due diligence

Basic Elements of the Due Diligence Process

Sustainability Statement Points

Integrating Due Diligence into Corporate Governance, Strategy and Business

Model

ESRS2 GOV-2, ESRS2 SBM-3,

Engage with affected stakeholders throughout all key stages of the due

diligence process

ESRS2 SBM-2, S1-2, S4-2

Identification and assessment of adverse impacts

ESRS2 IRO-1, ESRS2 SBM-3

Taking action to mitigate identified adverse impacts

E1-1, E5-1, S1-1, S2-1, G1-3

Monitoring the effectiveness of these efforts and providing relevant

information in this regard

E1-6, E5-4, S1-17, G1-3

7.1.3. Business model and value chain

In 2025, TOYA Group did not have a business strategy related to sustainable development. Climate change was

considered the main area of activity. The Climate Strategy adopted in 2024 is presented in Chapter E1 of this TOYA

Group Sustainability Report.

TOYA Capital Group sold products under 6 own brands, which meant about 14 thousand products in 23 categories.

TOYA Capital Group's own brands and the scope of the offer are:

• YATO - power tools, battery-powered, electric, petrol-powered, pneumatic and hand-held tools, as well as

health and safety articles).

• VOREL - hand-held, workshop and construction tools.

• FLO - hand-held and petrol-powered garden tools and garden power tools.

• STHOR - power tools and workshop tools.

• FALA - bathroom and kitchen fittings, accessories.

• LUND - small household appliances, household products.

More information on own brands can be found in point 4.3 of the Report on the operations of the Company and the

TOYA Group.

The TOYA Capital Group operates in Poland, Romania and China, offering its products to individual customers and in

wholesale. Companies in China facilitate contact with manufacturers of products sold by the TOYA Capital Group. Thanks

to cooperation with distributors on local markets, the TOYA Capital Group reaches customers in over 100 countries in

Europe, Asia, Africa, Australia and the countries of both Americas. No goals related to sustainable development have

been adopted for product groups, customer categories or geographical areas. Despite this, the TOYA Capital Group

undertakes activities that are consistent with the idea of sustainable development. In the context of distributed products

and the provision of services, the TOYA Capital Group offers the possibility of repairing equipment after the warranty

has expired and the possibility of purchasing spare parts for selected products, which allows for continued use of the

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equipment. Both professionals and DIY enthusiasts have access to information helpful in repairing equipment. In this

way, the TOYA Capital Group contributes to sustainable consumption.

As of 31 December 2025, 352 people were employed in Poland, 90 in Romania, and 163 in China.

The TOYA Capital Group strictly complied in 2025 with all sanctions imposed by the European Union, Poland, and other

governments on entities, persons, and goods indicated in the relevant legal acts.

The Capital Group's revenues by ESRS sectors were as follows:

Revenues by significant ESRS sectors [PLN thousand]

Sector

Revenues

Sales and trade

907 705

Total revenues

907 705

TOYA Capital Group does not conduct business related to the fossil fuel sector, including coal, oil or gas.

TOYA Capital Group's business model and value chain are focused on inputs, outputs and benefits for stakeholders.

Inputs include financial resources such as revenues, as well as assets such as the online store toya24.pl, yatogastro.pl

and toya24.ro. In addition, intellectual and human capital contribute to value creation in the form of brand reputation,

employee knowledge, relationships with customers and business partners. TOYA Capital Group puts customers at the

centre of its activities, which in the opinion of the organization translates into specific results and benefits.

Customer benefits:

• High quality products. TOYA Capital Group supplies tools and accessories that meet international quality

standards. Own brands such as YATO, VOREL or STHOR are recognizable and valued by customers from various

industries.

• Wide range of products. TOYA Capital Group's portfolio includes products tailored to various customer needs.

The customer can choose products tailored to various technical requirements and budgets.

• Availability and customer service. TOYA Capital Group develops its distribution channels (traditional and online)

and offers professional after-sales service. The benefits for customers include quick access to products,

convenient shopping, and technical and warranty support.

• Innovation. Regular introduction of new products that take into account the latest trends. The benefits for

customers can be better functionality and ergonomics of tools, which increases work efficiency.

Benefits for investors:

TOYA Capital Group delivers value to its investors through:

• Stable financial results. TOYA Capital Group records regular growth in revenues and profits;

• International development. TOYA Capital Group is expanding into foreign markets in Europe, Asia and other

regions;

• Cost optimization and effective resource management;

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• Transparency. Regular reporting of financial results increases trust and certainty related to the way the

Company is managed.

Benefits for other stakeholders:

• employees:

o training and development of team competences,

o stable employment.

• business partners:

o long-term relationships with suppliers and distributors,

o stable orders,

o transparent terms of cooperation.

• environmental protection:

o reducing the negative impact on the environment and promoting sustainable development.

TOYA Group value chain:

• Research and development, including brand management – takes place at TOYA S.A. and is carried out by the

Product Development Department responsible for market analysis in terms of finding new products, analysis

of design trends, conceptual work and product designs. The team also has an influence on product life cycle

management.

• Order process management – in the TOYA Capital Group business model, the production function (outsourced

to external entities, most often in Asia) is separated from the product management function and the broadly

understood sales process. The purchase of goods for sale is made directly by TOYA S.A., TOYA Romania or

through subsidiaries in China. The management of the purchasing process takes place in subsidiaries in China

or with independent suppliers until the delivery is loaded onto a ship – from that moment on, the management

of the process as well as the risk and costs related to transport are taken over by TOYA Capital Group. Customs

clearance is carried out by TOYA Capital Group companies directly or through a customs agency. Deliveries are

accepted at warehouses located in Poland and Romania

• Sales process service – sales process logistics require handling many product lines. TOYA Capital Group places

emphasis on continuous improvement of logistics systems and constant modernisation of its systems. For

efficient customer service, constant availability of goods for sale is also necessary. Considering that production

is outsourced, most often to manufacturers operating in geographically distant locations, ensuring the

availability of goods is crucial to ensuring customer satisfaction. Therefore, TOYA Capital Group considers it

necessary to maintain significant warehouse stocks, which requires significant financial outlays.

• Sales and marketing - maintaining good sales dynamics requires constant development of the sales network,

which in the TOYA Capital Group is divided into four distribution channels - wholesale market, export, retail

chains, retail sales. Conducting business in many distribution channels requires adapting different sales

methods to them, conducting diverse marketing, because each channel is dedicated to a different group of

recipients. The TOYA Capital Group is responsible for most marketing functions, including creating a marketing

strategy. Additionally, the Group manages its brands, makes decisions regarding the product range and

prepares appropriate marketing materials (catalogues, banners, leaflets).

• After-sales service – apart from a few exceptions, the TOYA Capital Group's product range includes goods

intended for longer use. This is consistent with the expectations of customers who expect the possibility of

using tools for a longer period. Market practice focused on customer care requires the organization of well-

functioning after-sales service in the form of, for example, the availability of spare parts, support services,

ensuring technical support for tools after the warranty expires. At the same time, good functioning of the after-

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sales service is not only well received by customers and potential recipients, but also builds trust in the brand

and may be one of the elements of competitive advantage on the market.

Activities supporting core supply chain include:

• Investments in modern IT systems, e.g. ERP system.

• Human resources management.

• Digitalization of business processes, including customer service, digitalization of document flow, supply chain

management.

• E-commerce and modern sales platforms.

7.1.4. TOYA Capital Group Stakeholders

TOYA Capital Group has established a list of key stakeholders of the organization in the process of double materiality

assessment. These are:

• current employees,

• subsidiaries,

• key suppliers and business partners,

• key shareholders,

• long-term strategic customers, domestic,

• long-term strategic customers, foreign,

• banks, financial institutions,

• suppliers and business partners (smaller),

• non-strategic customers, domestic.

TOYA Capital Group provides interested parties with information on current activities, achievements and challenges.

Communication - in terms of topics, communication channels, method of data presentation, place and time - is adapted

to the expectations of each stakeholder group. TOYA S.A. is a listed company and fulfils its reporting and information

obligations by publishing current and periodic reports on its website. Relationships with the most important stakeholder

groups were verified in the process of internal assessment by representatives of key departments of the organization.

The results of the verification together with conclusions were used in everyday practice to regulate and improve

relations with stakeholders. TOYA Capital Group prepared, among others, a survey for the most important stakeholder

groups in order to learn about their perspective on the assessment of the significance of individual issues of sustainable

development of the organization. The stakeholders with whom the dialogue was conducted were selected due to their

direct relations with TOYA Capital Group. The collected opinions allowed for an assessment of whether the organization

takes into account the stakeholder perspective in its activities. TOYA Capital Group treats them as an expression of

interest in the further development of the organization, recognizing that these observations may be important for the

results achieved in the future. The summary of the double materiality assessment together with the important topics

that were indicated in the survey addressed to stakeholders were accepted by the Management Board of TOYA S.A. As

a result of the dialogue with stakeholders, no decision was made to change the business model or other key decisions

taken.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Main channels and method of cooperation with stakeholders:

7.1.5. Material Impacts and Risks of TOYA Capital Group

TOYA Capital Group identified material impacts, risks and opportunities during the double materiality assessment.

IRO

TYPE

DESCRIPTION

Place of occurrence

Impact

Potential positive

TOYA Group can manage the risks associated with climate change

(heavy rain, floods, tornadoes, windstorms, droughts) by developing

business continuity plans, developing technologies that reduce the

negative impact of climate change and implementing changes in

operational processes and supply chains to maintain continuity of

supply in order to minimize exposure to risk (this may include

diversifying sources of raw materials, securing infrastructure against

extreme weather conditions or investing in technologies that reduce

greenhouse gas emissions)

Organization,

Upstream

Impact

Potential negative

Climate change may affect the availability of raw materials, supply chain

stability and working conditions.

Organization,

Upstream

Impact

Actual negative

The organization's suppliers and other entities in the value chain emit

greenhouse gases into the atmosphere while producing their services.

Upstream

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

IRO

TYPE

DESCRIPTION

Place of occurrence

Impact

Potential positive

An organization can choose suppliers that use energy-efficient

technologies, optimize logistics to reduce emissions from

transportation, and invest in renewable energy sources.

Upstream

Risk

Change in stakeholders' perception of the Company's activities and/or

negative assessment of the Company by stakeholders

Organization

Risk

Changing consumer behaviour and unpredictable market situation

Organization

Impact

Actual negative

TOYA Group business partners may use various non-renewable natural

resources, such as metals, minerals, water and energy, in their

production processes. Excessive use of these resources can lead to their

depletion and negative impact on the environment. Activities in the

value chain can mitigate negative impacts but will not contribute to the

creation of positive impacts.

Upstream,

Downstream

Impact

Potential negative

TOYA Group business partners can use various non-renewable natural

resources, such as metals, minerals, water and energy, to a greater

extent than they do now in their production processes. Excessive use of

these resources can lead to their depletion and negative impact on the

environment. Activities in the value chain can mitigate negative impacts

but will not contribute to the creation of positive impacts.

Upstream,

Downstream

Impact

Actual negative

TOYA Group and its business partners may generate various types of

waste, including solid, liquid and gaseous waste, which may be

hazardous to human health and the environment. The organization

should implement effective waste management systems that include

segregation, recycling, recovery of raw materials and safe disposal of

hazardous waste.

Organization,

Upstream,

Downstream

Impact

Potential negative

Improper waste management can lead to air, water and soil pollution.

The organization should implement effective waste management

systems that include segregation, recycling, recovery of raw materials

and safe disposal of hazardous waste.

Organization,

Upstream,

Downstream

Impact

Actual positive

The TOYA Group should strive to provide competitive wages for both

new and existing employees.

Organization

Impact

Potential negative

TOYA Group could potentially stop striving to provide competitive

wages for both new and existing employees.

Organization

Impact

Potential positives

TOYA Group can strive to provide even more competitive wages for

both new and existing employees.

Organization

Impact

Actual positive

TOYA Group adheres to rigorous occupational health and safety

standards to minimize the risk of accidents and occupational diseases.

Regular training and health and safety audits are essential to maintain

a high level of safety.

Organization

Impact

Potential positives

TOYA Group can implement even more stringent occupational health

and safety standards to minimise the risk of accidents and occupational

diseases.

Organization

Impact

Actual positive

The organization strives to ensure equal employment and advancement

opportunities for women and men and equal pay for work of equal

value. Gender equality supports diversity and justice in the workplace.

Organization

Impact

Potential positives

An organization may strive to ensure equal opportunities for

employment and advancement for women and men and greater

equality of pay for work of equal value.

Organization

Impact

Actual positive

TOYA Group offers its employees a training system, invests in their

competences and development, and also offers employees attractive

benefits.

Organization

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

IRO

TYPE

DESCRIPTION

Place of occurrence

Impact

Potential positives

TOYA Group offers its employees a training system, invests in their

competences and development, and also offers employees attractive

benefits

Organization

Impact

Actual positive

All regulations regarding ethics, values, equality, diversity and anti-

corruption are included in the Code of Ethics. It is intended to help TOYA

Capital Group employees understand its commitment to the highest

ethical and legal standards in business activities, facilitates proper

assessment of the situation and conduct in an appropriate manner, and

provides information on how to report possible violations of the rules.

Organization

Impact

Potential positive

The Code of Ethics will be gradually implemented across the TOYA

Group, and employees will receive training in this area. In August 2025,

the document was implemented at the parent company, and

employees completed training in this area.

Organization

Risk

Increased contract costs resulting from rising operating costs

associated with the remuneration of employees in the supply chain.

Upstream

Impact

Actual positive

Regular occupational health and safety training and audits are essential

to maintain a high level of safety throughout the value chain.

Upstream

Impact

Actual negative

Despite training and maintaining a high level of safety, accidents can

occur in the value chain.

Upstream

Impact

Potential positives

TOYA Group value chain participants can implement and maintain

rigorous occupational health and safety standards to minimize the risk

of accidents and occupational diseases. Regular OHS training and audits

are essential to maintain a high level of safety. TOYA Group can conduct

audits of its business partners in this regard.

Upstream

Impact

Actual negative

The TOYA Capital Group has implemented a Code of Ethics only in the

parent entity.

Upstream

Impact

Potential positives

All regulations regarding ethics, values, equality, diversity and anti-

corruption are included in the Code of Ethics, which will be binding for

all suppliers. TOYA Capital Group wants its business partners to

replicate the values it professes. Each supplier is obliged to respect

human rights, including ensuring fair working conditions.

Upstream

Impact

Actual positive

The organization regularly analyses new requirements for product

labelling. All products meet legislative requirements, have full labelling,

including contact information for consumers. Each product is equipped

with a detailed safety data sheet, some of them - where necessary -

with instructions for use, which increases transparency and safety of

use. Distributors in individual countries are responsible for labelling in

local markets.

Organization,

Downstream

Impact

Potential positives

TOYA Capital Group can increase transparency and safety of use.

Distributors in individual countries are responsible for labelling in local

markets.

Organization,

Downstream

Impact

Actual both negative

and positive

The quality and safety of each product are analysed. There is a

dedicated channel for reporting irregularities and ensuring consumer

safety. Regular safety tests and compliance with standards are key to

protecting users. Despite this, there are situations in which TOYA

Capital Group has withdrawn a product from the market due to

concerns about the safety of the product.

Organization,

Downstream

Impact

Potential positives

Regular security testing and compliance are key to protecting users in

the future.

Organization,

Downstream

Impact

Actual positive

The organization regularly analyses new regulations in the field of

marketing practices. Internal quality control and information about

products in the framework of marketing activities are carried out. TOYA

Organization,

Downstream

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

IRO

TYPE

DESCRIPTION

Place of occurrence

Capital Group avoids misleading advertisements and ensures that all

marketing information is accurate and reliable.

Impact

Potential positives

Responsible marketing practices build customer trust and loyalty.

Organization,

Downstream

Impact

Actual positive

The TOYA Group applies corporate governance principles that aim to

ensure transparency, integrity and responsibility in the way it conducts

business.

Organization

Impact

Potential positives

TOYA Group may apply corporate governance principles that are

intended to ensure greater transparency, honesty and responsibility in

the way it conducts business.

Organization

Impact

Actual positive

The organization has implemented a system and procedures defining

how to report irregularities. There is a dedicated channel that allows

stakeholders to anonymously report irregularities and guarantees no

retaliatory actions. Until September 2024, the issue was directed

internally to the organization, and since the entry into force of the Act

on Whistleblowers, the channels have also been made available

externally. Reports are possible in the categories specified in the Act.

Training for employees has been held. Suppliers and recipients have

access to the procedure for whistleblowers, which is on the TOYA Group

website.

Organization,

Upstream,

Downstream

Impact

Potential positives

TOYA Group may expand the system to include other categories of

reports and promote it among its stakeholders.

Organization,

Upstream,

Downstream

Impact

Actual both negative

and positive

The organization does not have a separate code defining relations and

conduct with suppliers in the context of business relations and issues

related to sustainable development, including payment terms. Payment

terms for contractors are set individually depending on the business

relationship.

Organization,

Upstream,

Impact

Actual positive

The organisation has standard anti-corruption training.

Organization

Impact

Potential positives

TOYA Group should implement anti-corruption policies, procedures to

prevent and detect corruption, and regular training for employees on

ethics and compliance. The Company should also conduct internal

audits and monitor its operations to minimize the risk of corruption.

Prevention and detection of corruption is essential to maintaining the

Company's integrity and reputation.

Organization

TOYA Group does not report specific impacts that do not result from the ESRS standard.

TOYA Capital Group has identified significant risks in the long term. Therefore, it does not bear current financial

consequences, and actions to mitigate the indicated risks do not have to be immediate. In the long term, the identified

risks may contribute to a decrease in revenues of between 8% to 16%. Therefore, in Chapter E1, TOYA Group has

described the steps taken to manage these risks and limit their impact on the functioning of the organization in the long

term.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

7.1.6. Double materiality assessment process

The double materiality assessment was performed in accordance with the guidelines described in the ESRS standards

and additional EFRAG publications in this area. The aim of the double materiality assessment was to create a list of

material topics for the TOYA Group. The TOYA Capital Group consists of 4 companies:

• TOYA S.A. – Parent Company,

• TOYA ROMANIA S.A.,

• YATO Tools (Shanghai) Co., Ltd.,

• YATO Tools (Jiaxing) Co., Ltd.

Due to the size and scale of the operations of the companies in China and Romania, and their dependence on the parent

company, TOYA S.A., issues of impacts, risks and opportunities were analysed jointly for the entire TOYA Group, which

operates in the ESRS sector “Retail and Wholesale” within the macro-sector “Retail and Wholesale”.

The following disclosure requirements were considered in the materiality assessment process:

• ESRS 1 chapter 3 - Description of the double materiality assessment principle, definitions and parameters of

impact materiality and financial materiality and the relationship between them.

• ESRS 1 AR 16 - AR 16 contains a three-level list of issues that should be subject to materiality testing

• ESRS 2 SBM-2 - Requirement specifying how stakeholders were considered in the materiality testing.

• ESRS 2 IRO-1 - Requirements specifying what information about the materiality testing process should be

disclosed in the report.

The process included a series of analyses and discussions, including two workshops. A benchmarking analysis of entities

with a similar business profile was also carried out (in 2024), a value chain analysis (conducted in 2023), a stakeholder

materiality assessment (in December 2024), and interviews with internal stakeholders (conducted in 2023). The process

was conducted with an external advisor and lasted from November 2024 to February 2025. The process used materials

and analyses prepared in previous years, which remained relevant at the time of the double materiality assessment.

For the purposes of the double materiality process, the communication channels with key stakeholders and the methods

of stakeholder engagement were discussed. A prepared survey was sent to the identified key stakeholders in Polish or

English. The survey allowed for an assessment of which topics, subtopics and sub-subtopics in ESRS 1 AR 16 are material

from the stakeholders’ perspective (what type of impact occurs and what its severity is). The survey also included an

open-ended question, allowing stakeholders to comment on any additional topic relevant to them. The survey was

conducted from 9 to 20 December 2024. During this period, a total of 158 responses were collected. The stakeholder

assessment was taken into account in determining the materiality of the identified topics.

In accordance with the ESRS methodology, an assessment was carried out from both the impact materiality perspective

and the financial materiality perspective of the activities conducted in Poland, Romania and China.

Within the impact materiality assessment, all impact criteria were considered (positive and negative, actual and

potential), as well as the scale used to determine the magnitude of a given impact (scale, scope, reversibility or

irreversibility of the impact). A scale from 1 to 5 was used, where 1 is the lowest score and 5 is the highest score.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Within the financial materiality assessment, risks and opportunities were identified, including dependence on natural

and social resources. A scale defining the potential magnitude of the financial impact on the TOYA Capital Group and

the probability of occurrence was used for the assessment. On the applied scale, 1 means low impact/scope, and 5

means very high impact/wide scope.

As a result of the workshops, a list of risks was developed and assigned appropriate ratings within the financial

materiality assessment scale, which enabled the identification of material topics from the financial perspective. None

of the identified impacts and risks were assessed as more significant than the others. Climate risks (changes in

stakeholders’ perception of the Company’s activities and/or negative assessment of the Company by stakeholders;

changes in consumer behaviour and unpredictability of market conditions) are related to climate impact in the form of

greenhouse gas emissions contributing to climate change.

A member of the Management Board of TOYA S.A. participated in the double materiality assessment process, and the

entire Management Board of the Parent Company was familiar with the results of the process, including the description

of identified impacts and risks.

In accordance with the TOYA Capital Group Risk Management Policy, identified risks are categorised in the main risk

(e.g. regulatory risks, financial risks, legal risks, climate-related risks, etc.) and other risks. All risks are reviewed at least

once a year in terms of the probability of materialisation and their impact on the Company.

In the TOYA Group’s 2025 Sustainability Report, the TOYA Capital Group discloses information resulting from the double

materiality assessment and identifies specific material topics. The report presents policies aimed at managing material

impacts and risks. The presented metrics are used to assess the effectiveness of this management. Thus, it presents the

information required by the ESRS standard.

The table below includes all ESRS disclosures. In the case of non-material disclosures, information about this fact

replaces the page number.

Disclosure number

Point

ESRS 2 - General Disclosures, including information provided under the ESRS Thematic Application Requirements listed in ESRS 2, Appendix C

BP-1 – General basis for making sustainability statements

7.1

BP-2 – Disclosure in relation to specific circumstances

7.1

GOV-1 – The role of administrative, management and supervisory bodies

7.1.1

GOV-2 – Information provided to the administrative, management and supervisory bodies of the entity and the issues

related to sustainable development undertaken by them

7.1.1

GOV-3 – Integration of sustainability-related performance in incentive schemes

8.8

GOV-4 – Due Diligence Statement

7.1.2

GOV-5 – Risk management and internal controls over sustainability reporting

7.1.2

SBM-1 – Strategy, business model and value chain

7.1.3

SBM-2 – Interests and opinions of interested parties

7.1.4

SBM-3 – Material impacts, risks and opportunities, and their interaction with strategy and business model

7.1.5

IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities

7.1.6

IRO-2 – Disclosure requirements in the ESRS covered by the undertaking’s sustainability statement

7.1.6

ESRS E1 – Climate Change

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Disclosure number

Point

E1-1 – Climate Change Mitigation Transition Plan

7.2.2

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interrelationships with the strategy and the business

model

7.2.2

E1-2 – Climate change mitigation and adaptation policies

7.2.3

E1-3 – Actions and resources in relation to climate policy

7.2.4

E1-4 – Targets related to climate change mitigation and adaptation

7.2.4

E1-5 – Energy consumption and mix

Irrelevant

E1-6 – Gross scope 1, 2, 3 and total GHG emissions

7.2.5

Information

regarding Scope 3

GHG emissions and

total GHG emissions

was omitted in the

first three years of

reporting.

E1-7 – GHG removals and GHG mitigation projects financed through carbon credits

Irrelevant

E1-8 – Carbon pricing internally

Irrelevant

E1-9 – Anticipated financial effects from material physical and transition risks and potential climate-related opportunities

Omitted in first

three years of

reporting

ESRS E2 – Pollution

ESRS2 IRO-1 - Disclosure requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material

pollution-related impacts, risks and opportunities Irrelevant

E2-1 – Policies related to pollution

Irrelevant

E2-2 – Pollution Actions and Resources

Irrelevant

E2-3 – Pollution targets

Irrelevant

E2-4 – Pollution of air, water and soil

Irrelevant

E2-5 – Substances of concern and substances of very high concern

Irrelevant

E2-6 – Anticipated financial effects from pollution-related impacts, risks and opportunities

Irrelevant

ESRS E3 – Water and marine resources

ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities related to

water and marine resources

Irrelevant

E3-1 – Policies related to water and marine resources

Irrelevant

E3-2 – Activities and resources related to water and marine resources policies

Irrelevant

E3-3 – Water and marine resources objectives

Irrelevant

E3-4 – Water consumption

Irrelevant

E3-5 – Anticipated financial effects of risks and opportunities related to water and marine resources

Irrelevant

ESRS E4 – Biodiversity and ecosystems

E4-1 – Biodiversity and ecosystems transition plan and integrating biodiversity and ecosystems into strategy and business

model

Irrelevant

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Disclosure number

Point

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interrelationships with the strategy and the business

model

Irrelevant

ESRS 2 IRO-1 – Description of processes for identifying and assessing material impacts, risks and opportunities related to

biodiversity and ecosystems

Irrelevant

E4-2 – Biodiversity and Ecosystem policies

Irrelevant

E4-3 – Biodiversity and ecosystem related activities and resources

Irrelevant

E4-4 – Biodiversity and ecosystem goals

Irrelevant

E4-5 – Impact metrics related to biodiversity and ecosystems change

Irrelevant

E4-6 – Estimated financial impacts of biodiversity and ecosystem risks and opportunities

Irrelevant

ESRS E5 – Resource use and circular economy

ESRS 2 IRO-1 – Description of processes for identifying and assessing material impacts, risks and opportunities related to resource use 7.3

and the circular economy

E5-1 – Resource use and circular economy policies

7.3

E5-2 – Activities and resources related to resource use and the circular economy

7.3

E5-3 – Resource use and circular economy goals

7.3

E5-4 – Resources Input – Disclosure Requirement

7.3.1

E5-5 - Resource outflows

7.3.2

E5-6 – Estimated financial impacts from impacts, risks and opportunities related to resource use and the circular economy

Omitted in first

three years of

reporting

ESRS S1 – Own workforce

ESRS 2 SBM-2 – Interests and opinions of interested parties 7.4

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interrelationships with the strategy and business model

7.4

S1-1 – Policies related to own employee resources

7.4.1

S1-2 – Procedures for cooperating with own employee resources and employee representatives on revenue matters

7.4.2

S1-3 – Processes for remediating the effects of negative impacts and channels for reporting concerns by own employee

resources

7.4.2

S1-4 – Taking action on material impacts and approaches to mitigating material risks and pursuing material opportunities

related to own workforce, and effectiveness of those actions and approaches

7.4.2

S1-5 – Objectives for managing material negative impacts, increasing positive impacts and managing significant risks and

opportunities

7.4.2

S1-6 – Characteristics of the undertaking’s employees

7.4.3

S1-7 – Characteristics of non-employee workers in the undertaking’s own workforce

7.4.3

S1-8 - Collective bargaining coverage and social dialogue

Irrelevant

S1-9 - Diversity metrics

7.4.3

S1-10 – Adequate pay

7.4.4

S1-11 – Social protection

Irrelevant

S1-12 – People with disabilities

Irrelevant

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Disclosure number

Point

S1-13 – Training and skills development metrics

7.4.3

S1-14 – Occupational health and safety measures

7.4.5

S1-15 – Work-life balance metrics

Irrelevant

S1-16 – Remuneration metrics (pay gap and total compensation)

7.4.4

S1-17 – Incidents, complaints and severe human rights impacts

7.4.5

ESRS S2 – Workers in the value chain

ESRS 2 SBM-2 – Interests and opinions of interested parties 7.1.4

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interrelationships with the strategy and business model

7.5

S2-1 – Policies related to people performing work in the value chain

7.5.1

S2-2 – Processes for working with people working in the value chain on impact

7.5.1

S2-3 – Processes for remediating negative impacts and channels for people working in the value chain to raise concerns

7.5.2

S2-4 – Taking action to address material impacts on people performing work in the value chain and applying approaches

to manage significant risks and opportunities related to people performing work in the value chain and the effectiveness

of these actions

7.5.2

S2-5 – Objectives for managing material negative impacts, increasing positive impacts and managing significant risks and

opportunities

7.5.2

ESRS S3 – Affected Communities

ESRS 2 SBM-2 – Interests and opinions of interested parties 7.1.4

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interrelationships with the strategy and business model

Irrelevant

S3-1 – Policies related to affected communities

Irrelevant

S3-2 – Impact Collaboration Processes with Affected Communities

Irrelevant

S3-3 – Processes for remediation of negative impacts and channels for affected communities to raise concerns

Irrelevant

S3-4 – Taking action to address material impacts on affected communities and applying approaches to manage significant

risks and opportunities related to those communities and the effectiveness of those actions

Irrelevant

S3-5 – Objectives for managing material negative impacts, increasing positive impacts and managing significant risks and

opportunities

Irrelevant

ESRS S4 - Consumers and end-users

ESRS 2 SBM-2 – Interests and opinions of interested parties 7.6

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interrelationships with the strategy and business model

7.6

S4-1 – Consumer and End-User Policies

7.6.1

S4-2 – Collaboration processes on revenue with consumers and end users

7.6.2

S4-3 – Processes for remediating negative impacts and channels for reporting concerns by consumers

and end users

7.6.2

S4-4 – Taking action on material impacts on consumers and end-users and applying approaches to manage significant risks

and opportunities related to consumers and end-users and their effectiveness

7.6.2

S4-5 – Objectives for managing material negative impacts, increasing positive impacts and managing significant risks and

opportunities

7.6.2

ESRS G1 – Business conduct

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Disclosure number

Point

ESRS 2 GOV-1 – The role of administrative, supervisory and management bodies 7.7

ESRS 2 IRO-1 – Description of processes for identifying and assessing material impacts, risks and opportunities 7.7

G1-1 – Business Conduct Policies and Corporate Culture

7.7.1

G1-2 – Supplier Relationship Management

7.7.2

G1-3 – Preventing and detecting corruption and bribery

7.7.3

G1-4 – Incidents of corruption or bribery

Irrelevant

G1-5 – Political influence and lobbying activities

Irrelevant

G1-6 – Payment practices

7.7.2

The table below provides an overview of ESRS data taken from other EU legislation included in the sustainability

statement.

ESRS Disclosure

Data point

Legislation

Point

ESRS2 GOV-1

21d

Gender diversity of board members

Article 12(1) of Delegated

Regulation (EU) 2020/1818,

Annex II of Delegated Regulation

(EU) 2020/1816

8.8

21e

Percentage of independent board

members

Article 2(1) of Regulation (EU)

2021/1119

8.8

ESRS2 GOV-4

Summary of information contained in

the Sustainability Statement on Due

Diligence Process

Indicator No. 10 in Table 3 in

Annex I

7.1.2

ESRS2 SBM-1

40d i

Demonstration of activity related to the

fossil fuel sector

Indicator No. 4 in Table 1 of Annex

Article 449a of Regulation (EU) No

575/2013; Commission

Implementing Regulation (EU)

2022/2453 (6), Table 1:

Qualitative information on

environmental risks and Table 2:

Qualitative information on social

risks

Annex II of Delegated Regulation

(EU) 2020/1816

Irrelevant

ESRS2 SBM-1

40d ii

Demonstration of conducting business

related to the production of chemicals

Indicator No. 9 in Table 2 in Annex

Annex II of Delegated Regulation

(EU) 2020/1816

Irrelevant

ESRS2 SBM-1

40d iii

Demonstration of conducting business

related to controversial types of

weapons

Indicator No. 14 in Table 1 of

Annex I

Article 12(1) of Delegated

Regulation (EU) 2020/1818 (7),

Annex II of Delegated Regulation

(EU) 2020/1816

Irrelevant

ESRS2 SBM-1

40d iv

Demonstration of conducting business

related to tobacco cultivation and

production

Article 12(1) of Delegated

Regulation (EU) 2020/1818,

Annex II of Delegated Regulation

(EU) 2020/1816

Irrelevant

E1-1

Transition plan to achieve climate

neutrality by 2050

Article 2(1) of Regulation (EU)

2021/1119

7.2.2

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

ESRS Disclosure

Data point

Legislation

Point

E1-1

16g

Entities excluded from the scope of Paris-

aligned benchmarks

Article 449a of Regulation (EU) No

575/2013; Commission

Implementing Regulation (EU)

2022/2453, Template 1: Banking

portfolio – Climate change related

transition risk: credit quality of

exposures by sector, issue and

residual maturity

Article 12(1)(d) to (g) and Article

12(2) of Delegated Regulation

(EU) 2020/1818

Irrelevant

E1-4

Greenhouse gas emission reduction

targets

Article 449a of Regulation (EU) No

575/2013; Commission

Implementing Regulation (EU)

2022/2453, Template 3: Banking

portfolio – Climate change related

transition risk: adaptation

metrics;

Article 6 of Delegated Regulation

(EU) 2020/1818

7.2.4

E1-5

Energy consumption in the sector with

significant climate impact from fossil

sources

Indicator No. 5 in Table 1 and

Indicator No. 5 in Table 2 in Annex

Irrelevant

E1-5

Total energy consumption in MWh

related to own operations

Indicator No. 5 in Table 1 and

Indicator No. 5 in Table 2 in Annex

Irrelevant

E1-5

40-43

Energy intensity in sectors with

significant climate impact

Indicator No. 6 in Table 1 and

Indicator No. 5 in Table 2 in Annex

Irrelevant

E1-6

Scope 1, 2, 3 gross and total GHG

emissions

Article 449a of Regulation (EU) No

575/2013; Commission

Implementing Regulation (EU)

2022/2453, Template 1: Banking

Book – Climate change related

transition risk: credit quality of

exposures by sector, issue and

residual maturity;

Articles 5(1), 6 and 8(1) of

Delegated Regulation (EU)

2020/1818

7.2.5

E1-6

53-55

Gross greenhouse gas emission intensity

Article 8(1) of Delegated

Regulation (EU) 2020/1818

7.2.5

E1-7

Information on the removal and storage

of greenhouse gases

Article 2(1) of Regulation (EU)

2021/1119

Irrelevant

E1-9

Estimated financial impact of significant

physical risks

Annex II to Delegated Regulation

(EU) 2020/1818, Annex II to

Delegated Regulation (EU)

2020/1816

Omitted in the first

three years of

preparing

sustainability

statements

E1-9

66a, 66c

The amount and percentage of assets

with significant physical risks and their

location

Article 449a of Regulation (EU) No

575/2013; points 46 and 47 of

Commission Implementing

Regulation (EU) 2022/2453;

Template 5: Banking book –

Climate change related physical

risk: Exposures subject to physical

risk

Omitted in the first

three years of

preparing

sustainability

statements

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

ESRS Disclosure

Data point

Legislation

Point

E1-9

67c

Estimated financial impact of significant

transition risks

Article 449a of Regulation (EU) No

575/2013; point 34 of

Commission Implementing

Regulation (EU) 2022/2453;

Template 2: Banking portfolio –

Climate change related transition

risk: loans secured by real estate –

Energy efficiency of collateral

Omitted in the first

three years of

preparing

sustainability

statements

E1-9

Revealing the potential to seize climate-

related opportunities

Annex II to Delegated Regulation

(EU) 2020/1818

Omitted in the first

three years of

preparing

sustainability

statements

E2-4

Pollutants emitted from own operations

Indicator No. 8 in Table 1 of Annex

I, Indicator No. 2 in Table 2 of

Annex I, Indicator No. 1 in Table 2

of Annex I and Indicator No. 3 in

Table 2 of Annex I

Irrelevant

E3-1

Policies adopted to manage their

material impacts, risks and opportunities

related to water and marine resources

Indicator No. 7 in Table 2 in Annex

Irrelevant

E3-1

Disclosure regarding the location of the

unit in areas of significant water stress

Indicator No. 8 in Table 2 in Annex

Irrelevant

E3-1

Disclosure of Ocean and Sea

Sustainability Policies or Practices

Indicator No. 12 in Table 2 in

Annex I

Irrelevant

E3-4

28c

Water consumption outcomes related to

material impacts, risks and

opportunities.

Indicator No. 6.2 in Table 2 in

Annex I

Irrelevant

E3-4

Information on water absorption

Indicator No. 6.1 in Table 2 in

Annex I

Irrelevant

16a i

Listing of activities that negatively impact

biodiversity-sensitive areas

Indicator No. 7 in Table 1 in Annex

Irrelevant

16b

Material negative impacts in terms of

land degradation, desertification or soil

sealing

Indicator No. 10 in Table 2 in

Annex I

Irrelevant

16c

Impact on endangered species

Indicator No. 14 in Table 2 in

Annex I

Irrelevant

E4-2

24b

Sustainable land/agriculture practices or

policies

Indicator No. 11 in Table 2 in

Annex I

Irrelevant

E4-2

24c

Sustainable ocean/sea practices or

policies

Indicator No. 12 in Table 2 in

Annex I

Irrelevant

E4-2

24d

Anti-deforestation policies

Indicator No. 15 in Table 2 in

Annex I

Irrelevant

E5-5

37d

Impact metrics related to changes in

biodiversity and ecosystems

Indicator No. 13 in Table 2 in

Annex I

Irrelevant

E5-5

Metrics for the accidental or intentional

introduction of invasive unfamiliar

species

Indicator No. 9 in Table 1 in Annex

Irrelevant

14f

List of operations at significant risk of

forced labour

Indicator No. 13 in Table 3 in

Annex I

7.4

14g

List of operations at significant risk of

child labour

Indicator No. 12 in Table 3 in

Annex I

7.4

S1-1

Human Rights Policy Commitments

Indicator No. 9 in Table 3 and

Indicator No. 11 in Table 1 in

Annex I

7.4.1

S1-1

Due diligence strategies for matters

covered by ILO Fundamental

Conventions 1-8

Annex II to Delegated Regulation

(EU) 2020/1816

7.4.1

S1-1

Disclosure Regarding Explicit Policy

Addresses Human Trafficking, Forced or

Compulsory Labor, and Child Labor

Indicator No. 11 in Table 3 in

Annex I

Irrelevant

S1-1

Disclosure regarding occupational

accident prevention policy or

Indicator No. 1 in Table 3 in Annex

7.4.1

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

ESRS Disclosure

Data point

Legislation

Point

management system

S1-3

32c

Disclosure Regarding Employee

Complaints Mechanism

Indicator No. 5 in Table 3 in Annex

7.4.2

S1-14

88b, 88c

The number of work-related deaths and

the number and rate of work-related

accidents

Indicator No. 2 in Table 3 in Annex

Annex II of Delegated Regulation

(EU) 2020/1816

7.4.5

S1-14

88e

Number of days lost due to work-related

injuries and work-related fatalities

Indicator No. 3 in Table 3 in Annex

7.4.5

S1-16

97a

Unadjusted gender pay gap

Indicator No. 12 in Table 1 of

Annex I

Annex II of Delegated Regulation

(EU) 2020/1816

7.4.4

S1-16

97b

Annual total compensation of the

highest earner to the median annual

total compensation of all employees

Indicator No. 8 in Table 3 in Annex

7.4.4

S1-17

103a

Total number of incidents of

discrimination, including harassment,

reported during the reporting period

Indicator No. 7 in Table 3 in Annex

7.4.5

S1-17

104a

Failure to comply with the UN Guiding

Principles on Business and Human Rights

and the OECD Guidelines

Indicator No. 10 in Table 1 and

Indicator No. 14 in Table 3 in

Annex I

Annex II of Delegated Regulation

(EU) 2020/1816, Article 12(1) of

Delegated Regulation (EU)

2020/1818

7.4.5

11b

Information regarding geographical

areas where there is a significant risk of

child or forced labour

Indicators no. 12

and no. 13 in table 3

in annex I

7.5

S2-1

Human rights policies for people

performing work in the value chain

Indicator No. 9 in Table 3 and

Indicator No. 11 in Table 1 in

Annex I

7.5.1

S2-1

Policy towards workers in the value chain

related to human trafficking

Indicator No. 11 and No. 4 in Table

3 in Annex I

7.5.1

S2-1

Failure to comply with the UN Guiding

Principles on Business and Human Rights

and the OECD Guidelines

Indicator No. 10 in Table 1 of

Annex I

Annex II of Delegated Regulation

(EU) 2020/1816, Article 12(1) of

Delegated Regulation (EU)

2020/1818

7.5.1

S2-1

Due diligence strategies for matters

covered by ILO Fundamental

Conventions 1-8

Annex II to Delegated Regulation

(EU) 2020/1816

7.5.1

S2-4

Reported serious human rights issues

and incidents related to the value chain

Indicator No. 14 in Table 3 in

Annex I

7.5.2

S3-1

Commitments under its human rights

policy relevant to affected communities

Indicator No. 9 in Table 3 of Annex

I and Indicator No. 11 in Table 1 of

Annex I

Irrelevant

S3-1

Disclosure of policies regarding affected

communities in line with internationally

recognized standards regarding

communities, in particular indigenous

peoples

Indicator No. 10 in Table 1 of

Annex I

Annex II of Delegated Regulation

(EU) 2020/1816, Article 12(1) of

Delegated Regulation (EU)

2020/1818

Irrelevant

S3-4

Reports of serious human rights issues

and incidents relating to affected

communities

Indicator No. 14 in Table 3 in

Annex I

Irrelevant

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

ESRS Disclosure

Data point

Legislation

Point

S4-1

Human rights policies that are relevant

to consumers or end users

Indicator No. 9 in Table 3 and

Indicator No. 11 in Table 1 in

Annex I

7.6.1

S4-1

Failure to comply with the UN Guiding

Principles on Business and Human Rights

and the OECD Guidelines

Annex II to Delegated Regulation

(EU) 2020/1816, Article 12(1) of

Delegated Regulation (EU)

2020/1818

7.6.1

S4-4

Reports of serious human rights issues

and incidents involving consumers or

end users

Indicator No. 14 in Table 3 in

Annex I

7.6.2

G1-1

10b

Information on the policy in accordance

with the United Nations Convention

against Corruption

Indicator No. 15 in Table 3 in

Annex I

7.7.1

G1-1

10d

Information regarding whistleblower

protection policy

Indicator No. 6 in Table 3 in Annex

Irrelevant

G1-4

24a

Penalties for violating anti-corruption

and anti-bribery laws

Indicator No. 17

in Table 3 of Annex I

Annex II of Delegated Regulation

(EU) 2020/1816

Irrelevant

G1-4

24b

Information on any actions taken to

address violations of anti-corruption and

bribery procedures and standards

Indicator No. 16 in Table 3 in

Annex I

Irrelevant

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

7.2. ENVIRONMENTAL INFORMATION

7.2.1. Taxonomy

The TOYA Group for 2025 did not decide to apply the simplifications set out in Commission Delegated Regulation (EU)

2026/73 of 4 July 2025 amending Delegated Regulation (EU) 2021/2178 with regard to the simplification of the content

and presentation of disclosures on environmentally sustainable economic activities, and Delegated Regulations (EU)

2021/2139 and (EU) 2023/2486 with regard to the simplification of certain technical screening criteria used to

determine whether an economic activity does not significantly harm environmental objectives (OJ EU L 2026, No. 73).

Below, in accordance with Article 8 of EU Regulation 2020/852 (the Taxonomy Regulation), information is presented on

how and to what extent the activities of the TOYA Capital Group are associated with economic activities that qualify as

environmentally sustainable (taxonomy-aligned activities). The key performance indicators have been prepared in

accordance with the requirements set out in Commission Delegated Regulation (EU) 2021/2139 of 4 June 2021 (the

Delegated Act establishing technical screening criteria), as updated by Commission Delegated Regulation (EU)

2023/2485 of 27 June 2023 and Commission Delegated Regulation (EU) 2023/2486 of 27 June 2023, supplementing

Regulation (EU) 2020/852 and amending Delegated Regulation (EU) 2021/2178, to the best of the Group’s knowledge

and with due diligence.

The assessment of the alignment of economic activities with the Taxonomy, within individual key performance

indicators, was carried out based on the technical screening criteria set out in Delegated Acts (EU) 2021/2139 and

2022/1214.

Minimum guarantees

TOYA Capital Group meets the minimum safeguards referred to in Article 18 of EU Regulation 2020/852.

The assessment of compliance with the Minimum Safeguards in the TOYA Capital Group was carried out based on the

recommendations from the Final Report on Minimum Safeguards by Platform On Sustainable Finance published in

October 2022, which indicates that failure to comply with the Minimum Safeguards is the occurrence of at least one of

two conditions within four areas of activity:

• Human Rights

• Corruption

• Taxes

• Fair Competition

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Turnover KPI

Criteria for a Substantial Contribution

"Do no serious harm" criteria

Code

Turnover (3)

Part of turnover, year N (4)

Climate change mitigation (5)

Climate change adaptation (6)

Water and marine resources (7)

Pollution (8)

Circular economy (9)

Biodiversity (10)

Climate change mitigation (11)

Climate change adaptation (12)

Water and marine resources (13)

Pollution (14)

Circular economy (15)

Biodiversity (16)

Minimum guarantees (17)

Share of revenues from activities aligned with the taxonomy (%)

Category Supporting activities (19)

Category Transition activities (20)

PLN ‘000

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T/N

A. Activities eligible

for taxonomy

A.1. Types of

environmentally

sustainable activities

(according to

taxonomy)

A.1. Turnover from

environmentally

sustainable activities

(according to

taxonomy)

Including supporting

activities

Including transition

activities

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T/N

A.2. Activities that

qualify for taxonomy

but are

environmentally

unsustainable (non-

taxonomy compliant

activities)

A.2. Turnover from

activities that qualify

for the taxonomy but

are environmentally

unsustainable (non-

taxonomy-compliant

activities)

A. Turnover from

activities qualifying

for taxonomy

(A1+A2)

B. ACTIVITIES NOT

QUALIFYING FOR

TAXONOMY

Other

907 705.5

100

Turnover from

activities not eligible

for taxonomy

907 705.5

100

TOTAL

907 705.5

100

Share in turnover

Compliance

with the

taxonomy

by purpose

Eligibility for

taxonomy by

purpose

CCM

CCA

WTR

PPC

BIO

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Disclosures for Nuclear and Natural Gas Activities

Disclosure in accordance with the guidelines of Annex III of Commission Delegated Regulation (EU) 2022/1214,

supplementing Commission Delegated Regulation (EU) 2021/2178 with Annex XII regarding the templates for the

disclosure of information referred to in Article 8(6) and (7).

Turnover

Template 1 Nuclear and natural gas activities

Row

Nuclear Energy Activities

The Company conducts research, development, demonstration and deployment of innovative electricity generation

facilities that generate energy from nuclear processes with minimal waste from the fuel cycle, or finances or has exposure

to such activities.

The Company builds, finances or has exposure to new nuclear facilities for the generation of electricity or process heat,

including for district heating or industrial processes such as hydrogen production, as well as their safety modernization,

using best available technologies.

The Company operates, finances or has exposure to the safe operation of existing nuclear facilities that generate electricity

or process heat, including for district heating or industrial processes such as hydrogen production from nuclear energy, as

well as their safety upgrades.

Natural Gas Activities

The Company constructs or operates an installation for the generation of electricity using gaseous fossil fuels, finances

such activity, or has exposure to such activity.

The Company builds, modernises and operates installations for the combined production of heat/cooling and electricity

using gaseous fossil fuels, finances this activity or has exposure to it.

The Company builds, modernises and operates heat generation installations that generate heating/cooling energy using

gaseous fossil fuels, finances this activity or has exposure to it.

Template 2 Economic activity according to the taxonomy (denominator)

Row

Types of business activities

Amount and share (information should be presented in monetary amounts

and percentages)

CCM + CCA

Climate Change

Mitigation (CCM)

Adaptation to

Climate Change

(CCA)

Amount

(PLN

thousand)

Amount

(PLN

thousand)

Amount

(PLN

thousand)

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.26 of

Annexes I and II to Delegated Regulation (EU)

2021/2139 in the denominator of the applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.27 of

Annexes I and II to Delegated Regulation (EU)

2021/2139 in the denominator of the applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.28 of

Annexes I and II to Delegated Regulation (EU)

2021/2139 in the denominator of the applicable KPI

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.29 of

Annexes I and II to Delegated Regulation (EU)

2021/2139 in the denominator of the applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.30 of

Annexes I and II to Delegated Regulation (EU)

2021/2139 in the denominator of the applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.31 of

Annexes I and II to Delegated Regulation (EU)

2021/2139 in the denominator of the applicable KPI

Amount and share of other economic activities

consistent with the taxonomy not included in rows

1–6 above in the denominator of the applicable

KPI

Total applicable KPI

Template 3 Economic activity according to the taxonomy (numerator)

Row

Types of business activities

Amount and share (information should be presented in monetary amounts

and percentages)

CCM + CCA

Climate Change

Mitigation (CCM)

Adaptation to

Climate Change

(CCA)

Amount

(PLN

thousand)

Amount

(PLN

thousand)

Amount

(PLN

thousand)

Amount and share of economic activities in line with

the taxonomy referred to in Section 4.26 of Annexes

I and II to Delegated Regulation (EU) 2021/2139 in

the numerator of the applicable KPI

Amount and share of economic activities in line with

the taxonomy referred to in Section 4.27 of Annexes

I and II to Delegated Regulation (EU) 2021/2139 in

the numerator of the applicable KPI

Amount and share of economic activities in line with

the taxonomy referred to in Section 4.28 of Annexes

I and II to Delegated Regulation (EU) 2021/2139 in

the numerator of the applicable KPI

Amount and share of economic activities in line with

the taxonomy referred to in Section 4.29 of Annexes

I and II to Delegated Regulation (EU) 2021/2139 in

the numerator of the applicable KPI

Amount and share of economic activities in line with

the taxonomy referred to in Section 4.30 of Annexes

I and II to Delegated Regulation (EU) 2021/2139 in

the numerator of the applicable KPI

Amount and share of economic activities in line with

the taxonomy referred to in Section 4.31 of Annexes

I and II to Delegated Regulation (EU) 2021/2139 in

the numerator of the applicable KPI

Amount and share of other business activities

consistent with the taxonomy not included in rows

1–6 above in the numerator of the applicable KPI

Total amount and total share of the economic

activities consistent with the taxonomy in the

numerator of the applicable KPI

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Template 4. Economic activity that qualifies for taxonomy but is not consistent with taxonomy

Row

Types of business activities

Amount and share (information should be presented in monetary

amounts and percentages)

CCM + CCA

Climate Change

Mitigation (CCM)

Adaptation to

Climate Change

(CCA)

Amount

(PLN

thousand)

Amount

(PLN

thousand)

Amount

(PLN

thousand)

Amount and share of economic activities eligible for

the taxonomy but not compliant with the taxonomy

referred to in Section 4.26 of Annexes I and II to

Delegated Regulation (EU) 2021/2139 in the

denominator of the applicable KPI

Amount and share of economic activities eligible

for the taxonomy but not compliant with the

taxonomy referred to in Section 4.27 of Annexes I

and II to Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of economic activities eligible for

the taxonomy but not compliant with the taxonomy

referred to in Section 4.28 of Annexes I and II to

Delegated Regulation (EU) 2021/2139 in the

denominator of the applicable KPI

Amount and share of economic activities eligible for

the taxonomy but not compliant with the taxonomy

referred to in Section 4.29 of Annexes I and II to

Delegated Regulation (EU) 2021/2139 in the

denominator of the applicable KPI

Amount and share of economic activities eligible

for the taxonomy but not compliant with the

taxonomy referred to in Section 4.30 of Annexes I

and II to Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of economic activities eligible for

the taxonomy but not compliant with the taxonomy

referred to in Section 4.31 of Annexes I and II to

Delegated Regulation (EU) 2021/2139 in the

denominator of the applicable KPI

Amount and share of other economic activities

eligible but not compliant with the taxonomy not

included in rows 1–6 above in the denominator of

the applicable KPI

Total amount and total share of taxonomically

eligible but non-taxonomically compliant

economic activities in the denominator of the

applicable KPI

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Template 5. Economic activity not eligible for taxonomy

Row

Types of business activities

Amount

(PLN thousand)

Amount and share of economic activities not qualifying for the taxonomy referred to in Section

4.26 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred to in Section

4.27 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred to in Section

4.28 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred to in Section

4.29 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred to in Section

4.30 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred to in Section

4.31 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of other economic activities not eligible for the taxonomy not included in rows

1-6 above in the denominator of the applicable KPI

907 705.5

100%

Total amount and total share of economic activities not eligible for taxonomy in the

denominator of the applicable KPI

907 705.5

100%

Accounting principles

The basis for calculating the key performance indicator for Turnover (Turnover KPI) was the consolidated financial

statements of the TOYA Capital Group for 2025 prepared in accordance with International Reporting Standards (IFRS).

The denominator of the indicator was net sales revenues from the above-mentioned statement.

Information on assessing compliance with Regulation (EU) 2020/852

The individual categories of revenues of the TOYA Capital Group were analysed in terms of their eligibility for the

taxonomy. This process included an analysis of the activities eligible for the taxonomy defined in EU Regulation

2021/2139 and EU Regulation 2022/1214 in order to confirm whether the activities conducted by the TOYA Capital

Group were listed in the aforementioned regulations.

As a result of the analysis, no revenues from activities eligible for the taxonomy were identified.

Contribution to multiple objectives, disaggregation of KPIs

Not applicable. Within the TOYA Capital Group revenues for 2025, no revenues related to environmentally sustainable

activities (in line with the taxonomy) were identified.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Contextual information

Not applicable. Within the TOYA Capital Group revenues for 2025, no revenues related to environmentally sustainable

activities (in line with the taxonomy) were identified.

Capex KPI

Criteria for a Substantial Contribution

"Do no serious harm" criteria

2022

Economic activity (1)

Code or codes (a) (2)

Nakłady inwestycyjne (3)

Investment outlays percentage, year N (4)

Climate change mitigation (5)

Climate change adaptation (6)

Water and marine resources (7)

Pollution (8)

Circular economy (9)

Biodiversity (10)

Climate change mitigation (11)

Climate change adaptation (12)

Water and marine resources (13)

Pollution (14)

Circular economy (15)

Biodiversity (16)

Minimum guarantees (17)

Share of revenues from activities aligned with the taxonomy (%)

Category Supporting activities (19)

Category Transition activities (20)

PLN ‘000

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T/N

A. Activities eligible for taxonomy

A.1. Types of environmentally

sustainable activities (according

to taxonomy)

Capital expenditure for

environmentally sustainable

activities (in accordance with the

taxonomy) (A.1)

Including supporting activities

Including transition activities

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T/N

A.2. Activities that qualify for

taxonomy but are

environmentally unsustainable

(non-taxonomy compliant

activities)

Infrastructure supporting low-

emission road and public

transport

Installation, maintenance and

repair of electric vehicle charging

stations in buildings (and in car

parks next to buildings)

7.4

292.6

2.5

Renovation of existing buildings

7.2

3 799,5

32.2

Capital expenditure for activities

that qualify for the taxonomy but

are environmentally

unsustainable (activities that do

not comply with the taxonomy)

(A.2)

4 092,1

34.7

A. Capital expenditure for

activities that qualify for the

taxonomy (A.1+A.2))

4 092.1

34.7

B. ACTIVITIES NOT QUALIFYING

FOR TAXONOMY

7 687.5

65.3

Other

7 687.5

65.3

Capital expenditures for business

activities that do not qualify for

taxonomy

7 687.5

65.3

TOTAL (A + B)

11 779.6

100.00

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Part of investment expenditures / Total investment expenditures

Compliance with the taxonomy by purpose

Eligibility for taxonomy by purpose (PLN ‘000)

CCM

4 092.1

CCA

WTR

GOZ

PPC

BIO

Nuclear and natural gas activities

Template 1 Nuclear and natural gas activities

Row

Nuclear Energy Activities

The Company conducts research, development, demonstration and deployment of innovative electricity generation

facilities that generate energy from nuclear processes with minimal waste from the fuel cycle, or finances or has exposure

to such activities.

The Company builds, finances or has exposure to new nuclear facilities for the generation of electricity or process heat,

including for district heating or industrial processes such as hydrogen production, as well as their safety modernization,

using best available technologies.

The Company operates, finances or has exposure to the safe operation of existing nuclear facilities that generate

electricity or process heat, including for district heating or industrial processes such as hydrogen production from nuclear

energy, as well as their safety upgrades.

Natural Gas Activities

The Company constructs or operates an installation for the generation of electricity using gaseous fossil fuels, finances

such activity, or has exposure to such activity.

The Company builds, modernises and operates installations for the combined production of heat/cooling and electricity

using gaseous fossil fuels, finances this activity or has exposure to it.

The Company builds, modernises and operates heat generation installations that generate heating/cooling energy using

gaseous fossil fuels, finances this activity or has exposure to it.

Template 2 Economic activity according to the taxonomy (denominator)

Row

Types of business activities

Amount and share (information should be presented in monetary amounts and

percentages)

CCM + CCA

Climate Change

Mitigation (CCM)

Adaptation to

Climate Change

(CCA)

Amount

(PLN thousand)

Amount

(PLN thousand)

Amount

(PLN thousand)

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.26

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.27

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.28

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.29

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.30

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.31

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of other economic activities

consistent with the taxonomy not included in

rows 1–6 above in the denominator of the

applicable KPI

Total applicable KPI

0,00

Template 3 Economic activity according to the taxonomy (numerator)

Row

Types of business activities

Amount and share (information should be presented in monetary amounts and

percentages)

CCM + CCA

Climate Change

Mitigation (CCM)

Adaptation to

Climate Change

(CCA)

Amount

(PLN thousand)

Amount

(PLN thousand)

Amount

(PLN thousand)

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.26

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the numerator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.27

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the numerator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.28

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the numerator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.29

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the numerator of the

applicable KPI

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.30

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the numerator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.31

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the numerator of the

applicable KPI

Amount and share of other business activities

consistent with the taxonomy not included in

rows 1–6 above in the numerator of the

applicable KPI

Total amount and total share of the economic

activities consistent with the taxonomy in the

numerator of the applicable KPI

Template 4. Economic activity that qualifies for taxonomy but is not consistent with taxonomy

Row

Types of business activities

Amount and share (information should be presented in monetary amounts and

percentages)

CCM + CCA

Climate Change Mitigation

(CCM)

Adaptation to

Climate Change

(CCA)

Amount

(PLN thousand)

Amount

(PLN thousand)

Amount

(PLN thousand)

Amount and share of economic activities

eligible for the taxonomy but not compliant

with the taxonomy referred to in Section 4.26

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities

eligible for the taxonomy but not compliant

with the taxonomy referred to in Section 4.27

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities

eligible for the taxonomy but not compliant

with the taxonomy referred to in Section 4.28

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities

eligible for the taxonomy but not compliant

with the taxonomy referred to in Section 4.29

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities

eligible for the taxonomy but not compliant

with the taxonomy referred to in Section 4.30

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities

eligible for the taxonomy but not compliant

with the taxonomy referred to in Section 4.31

of Annexes I and II to Delegated Regulation

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of other economic activities

eligible but not compliant with the taxonomy

not included in rows 1–6 above in the

denominator of the applicable KPI

4 092.1

35%

4 092.1

35%

Total amount and total share of taxonomically

eligible but non-taxonomically compliant

economic activities in the denominator of the

applicable KPI

4 092.1

35%

4 092.1

35%

Template 5. Economic activity not eligible for taxonomy

Row

Types of business activities

Amount

(PLN thousand)

Amount and share of economic activities not qualifying for the taxonomy referred to in Section

4.26 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred to in Section

4.27 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred to in Section

4.28 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred to in Section

4.29 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred to in Section

4.30 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred to in Section

4.31 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of other economic activities not eligible for the taxonomy not included in rows

1-6 above in the denominator of the applicable KPI

7 687.5

65%

Total amount and total share of economic activities not eligible for taxonomy in the denominator

of the applicable KPI

7 687.5

65%

Accounting principles

The basis for calculating the Capital Expenditure (CapEx) Key Performance Indicator (KPI) was capital expenditure

recognized in the consolidated financial statements in accordance with the applicable International Financial Reporting

Standards (IFRS). The denominator of the CapEx KPI includes expenditures accounted for under:

a. IAS 16 Property, Plant and Equipment, paragraph 73(e)(i) and (iii);

b. IAS 38 Intangible Assets, paragraph 118(e)(i);

c. IAS 40 Investment Property, paragraph 76(a) and (b) (under the fair value model);

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

d. IAS 40 Investment Property, paragraph 79(d)(i) and (ii) (under the cost model);

e. IAS 41 Agriculture, paragraph 50(b) and (e);

f. IFRS 16 Leases, paragraph 53(h).

Information on the Assessment of Compliance with Regulation (EU) 2020/852

The individual categories of capital expenditure incurred by the TOYA Group were assessed in accordance with the

provisions of Commission Delegated Regulation (EU) 2021/2178, Annex I, Section 1.1.2.1, to determine whether they

meet any of the following criteria:

a. relate to assets or processes associated with a Taxonomy-aligned economic activity

b. form part of a plan to expand a Taxonomy-aligned economic activity or to enable a Taxonomy-eligible economic

activity to become Taxonomy-aligned (a “CapEx plan”), in accordance with the conditions set out in the second

subparagraph of Section 1.1.2.2;

c. relate to the purchase of output from Taxonomy-aligned economic activities and individual measures enabling

the target activity to become low-carbon or to achieve reductions in greenhouse gas emissions, in particular

the activities listed in Sections 7.3–7.6 of Annex I to the Climate Delegated Act, as well as other economic

activities specified in delegated acts adopted pursuant to Articles 10(3), 11(3), 12(2), 13(2), 14(2) or 15(2) of

Regulation (EU) 2020/852, provided that such measures are implemented and become operational within 18

months.

As a result of the assessment, capital expenditures were identified that relate to products purchased from two

Taxonomy-eligible economic activities and that enable the target activity to become low-carbon:

• 7.2 – Renovation of existing buildings

• 7.4 – Installation, maintenance and repair of electric vehicle charging stations in buildings (and parking facilities

associated with buildings)

No capital expenditures were identified as being directly associated with Taxonomy-aligned activities (criterion a above).

Furthermore, no expenditures were identified that meet the conditions set out under criteria b or c above.

Contribution to multiple objectives, disaggregation of KPIs

Not applicable. Within the TOYA Capital Group revenues for 2025, no revenues related to environmentally sustainable

activities (in line with the taxonomy) were identified.

Contextual information

Not applicable. Within the TOYA Capital Group revenues for 2025, no revenues related to environmentally sustainable

activities (in line with the taxonomy) were identified.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Opex KPI

Criteria for a Substantial Contribution

"Do no serious harm" criteria

2022

Business activity (1)

Code or codes (a) (2)

Operating Expenses (3)

Percentage of operating expenses, year N (4)

Climate change adaptation (6)

Water and marine resources (7)

Pollution (8)

Circular economy (9)

Biodiversity (10)

Climate change mitigation (11)

Climate change adaptation (12)

Water and marine resources (13)

Pollution (14)

Circular economy (15)

Biodiversity (16)

Minimum guarantees (17)

Share of revenues from activities aligned with the taxonomy (%)

Category Supporting activities (19)

Category Transition activities (20)

Climate change adaptation (6)

PLN ‘000

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T/N

A. Activities eligible for

taxonomy

A.1. Types of

environmentally sustainable

activities (according to

taxonomy)

Operating expenses for

environmentally sustainable

activities (in line with the

taxonomy) (A.1)

Including supporting

activities

Including transition

activities

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T; N;

N/EL

T/N

A.2. Activities that qualify

for taxonomy but are

environmentally

unsustainable (non-

taxonomy compliant

activities)

Operating expenses for

activities that are eligible for

the taxonomy but are

environmentally

unsustainable (non-

taxonomy-compliant

activities) (A.2)

A. Operating expenses for

activities eligible for

taxonomy (A.1+A.2)

B. ACTIVITIES NOT

QUALIFYING FOR

TAXONOMY

Other

1 399.5

100

Operating expenses for

activities that do not qualify

for taxonomy

1 399.5

100

TOTAL (A + B)

1 399.5

100

Operating Expense Portion/ Total Operating Expense

Compliance with the taxonomy by purpose

Compliance with the taxonomy by purpose (PLN ‘000)

CCM

CCA

WTR

PPC

BIO

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Nuclear and natural gas activities

Template 2 Economic activity according to the taxonomy (denominator)

Row

Types of business activities

Amount and share (information should be presented in monetary amounts and

percentages)

CCM + CCA

Climate Change Mitigation

(CCM)

Adaptation to

Climate Change

(CCA)

Amount

(PLN thousand)

Amount

(PLN thousand)

Amount

(PLN thousand)

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.26

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.27

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.28

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.29

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.30

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.31

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the denominator of the

applicable KPI

Amount and share of other economic

activities consistent with the taxonomy not

included in rows 1–6 above in the

denominator of the applicable KPI

Total applicable KPI

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Template 3 Economic activity according to the taxonomy (numerator)

Row

Types of business activities

Amount and share (information should be presented in monetary amounts and

percentages)

CCM + CCA

Climate Change Mitigation

(CCM)

Adaptation to

Climate Change

(CCA)

Amount

(PLN thousand)

Amount

(PLN thousand)

Amount

(PLN thousand)

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.26

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the numerator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.27

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the numerator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.28

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the numerator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.29

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the numerator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.30

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the numerator of the

applicable KPI

Amount and share of economic activities in line

with the taxonomy referred to in Section 4.31

of Annexes I and II to Delegated Regulation

(EU) 2021/2139 in the numerator of the

applicable KPI

Amount and share of other business activities

consistent with the taxonomy not included in

rows 1–6 above in the numerator of the

applicable KPI

Total amount and total share of the economic

activities consistent with the taxonomy in the

numerator of the applicable KPI

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Template 4. Economic activity that qualifies for taxonomy but is not consistent with taxonomy

Row

Types of business activities

Amount and share (information should be presented in monetary amounts and

percentages)

CCM + CCA

Climate Change Mitigation

(CCM)

Adaptation to

Climate Change

(CCA)

Amount

(PLN thousand)

Amount

(PLN thousand)

Amount

(PLN thousand)

Amount and share of economic activities

eligible for the taxonomy but not

compliant with the taxonomy referred to

in Section 4.26 of Annexes I and II to

Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of economic activities

eligible for the taxonomy but not

compliant with the taxonomy referred to

in Section 4.27 of Annexes I and II to

Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of economic activities

eligible for the taxonomy but not

compliant with the taxonomy referred to

in Section 4.28 of Annexes I and II to

Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of economic activities

eligible for the taxonomy but not

compliant with the taxonomy referred to

in Section 4.29 of Annexes I and II to

Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of economic activities

eligible for the taxonomy but not

compliant with the taxonomy referred to

in Section 4.30 of Annexes I and II to

Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of economic activities

eligible for the taxonomy but not

compliant with the taxonomy referred to

in Section 4.31 of Annexes I and II to

Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of other economic

activities eligible but not compliant with

the taxonomy not included in rows 1–6

above in the denominator of the

applicable KPI

Total amount and total share of

taxonomically eligible but non-

taxonomically compliant economic

activities in the denominator of the

applicable KPI

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Template 5. Economic activity not eligible for taxonomy

Row

Types of business activities

Amount

(PLN thousand)

Amount and share of economic activities not qualifying for the taxonomy referred

to in Section 4.26 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred

to in Section 4.27 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred

to in Section 4.28 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred

to in Section 4.29 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred

to in Section 4.30 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of economic activities not qualifying for the taxonomy referred

to in Section 4.31 of Annexes I and II to Delegated Regulation (EU) 2021/2139 in

the denominator of the applicable KPI

Amount and share of other economic activities not eligible for the taxonomy not

included in rows 1-6 above in the denominator of the applicable KPI

1 399.5

100%

Total amount and total share of economic activities not eligible for taxonomy in

the denominator of the applicable KPI

1 399.5

100%

Accounting principles

The basis for calculating Opex KPI in accordance with the provisions of Annex 1 to Regulation 2021/2178 was the

separation from the TOYA Capital Group's general costs of direct, non-capitalized expenses, based on the consolidated

financial statements of the TOYA Capital Group for the year ended on 31 December 2025, related to:

• activities related to the renovation of buildings,

• maintenance and repairs, and

• any other direct expenses related to the ongoing maintenance of property, plant and equipment by the

Company or a third party to which the activities necessary to ensure the continuous and effective functioning

of these assets were outsourced

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Information on assessing compliance with Regulation (EU) 2020/852

The individual categories of TOYA Capital Group's operating expenses were analysed in accordance with the provisions

of EU Regulation 2021/2178, in order to determine whether they meet one of the following conditions:

a. they relate to assets or processes related to the economic activity compliant with the taxonomy, including

training and other needs related to the adaptation of human resources and direct non-capitalized costs

representing research and development

b. they are part of a plan to expand the economic activity compliant with the taxonomy or to enable the economic

activity qualifying for the taxonomy to adapt to the taxonomy ("capital expenditure plan") in accordance with

the conditions set out in the second paragraph of this point 1.1.2.2;

c. relate to the purchase of products from economic activities in line with the taxonomy and individual measures

enabling the targeted activity to become low-emission or enabling it to reduce greenhouse gas emissions, in

particular the activities listed in points 7.3 to 7.6 of Annex I to the Delegated Act on Climate, as well as other

economic activities listed in delegated acts adopted pursuant to Article 10(3), Article 11(3), Article 12(2), Article

13(2), Article 14(2) or Article 15(2) of Regulation (EU) 2020/852, and provided that those measures are

implemented and operational within 18 months.

As a result of the analysis, no operational expenditure meeting at least one of the above criteria has been identified.

Contribution to multiple objectives, disaggregation of KPIs

Not applicable. As part of the TOYA Capital Group's operating expenses for 2025, no expenses related to

environmentally sustainable activities (in line with the taxonomy) were identified.

Contextual information

Not applicable. As part of the TOYA Capital Group's operating expenses for 2025, no expenses related to

environmentally sustainable activities (in line with the taxonomy) were identified.

7.2.2. ESRS E1 Climate change

During the double materiality assessment, TOYA Capital Group diagnosed as a material actual negative impact that

suppliers and other entities in the value chain (upstream) produce their products and services emit greenhouse gases.

On the other hand, TOYA Capital Group can select suppliers using energy-efficient technologies, optimize logistics to

reduce emissions from transport and invest in renewable energy sources, which potentially has a positive impact on

climate change within the organization and in the upper range of the value chain (upstream).

In the long term (2041-2050), two risks were identified for TOYA Capital Group (both are transition risks):

1) Change in the perception of TOYA Capital Group's activities by stakeholders or negative assessment by

stakeholders;

2) Change in consumer behaviour and unpredictability of the market situation.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

TOYA Capital Group analysed its activities in the context of sustainable development, taking into account environmental,

social and corporate governance aspects. The analysis concerned the organisation's own activities taking into account

the impact of suppliers on TOYA Capital Group. It was conducted in conjunction with the double materiality assessment

process. As a result of this analysis, TOYA Capital Group is aware of climate change and the challenges it poses in terms

of ensuring the resilience of its business model. Therefore, a climate strategy was developed. At the same time, as a

distributor, TOYA Group has limited influence on the activities of its suppliers and can change them depending on its

needs and goals.

The significant potential and actual impact and significant risks were diagnosed in the double materiality assessment

process. It included an assessment of the value chain, stakeholder opinions and an analysis of the regulatory context,

ESG ratings and comparative analysis. An own assessment of both the materiality of the impact and the financial

materiality was also made, using the scoring criteria developed based on the ESRS. The analysis of risks and

opportunities related to climate change was divided into three main categories based on their location in the value

chain: upstream, organisation, downstream. Risks were identified in three time perspectives - short-term, medium-term

and long-term and according to two SSP scenarios:

• RCP 4.5 – a scenario assuming the introduction of new technologies to achieve a higher than current

reduction in greenhouse gas emissions. This means an increase in the average temperature of the Earth by

2.5°C compared to the pre-industrial era.

• RCP 8.5 – a scenario assuming the current rate of growth of greenhouse gas emissions. This means an

increase in the average temperature of the Earth by 4.5°C compared to the pre-industrial era".

Carbon footprint calculations were also performed in Scope 1 and 2, which allowed for the identification of their source.

A methodology was also developed to calculate Scope 3. This activity aims to understand how TOYA Capital Group

contributes to negative actual impacts within the value chain, as well as how it may materialize its potential positive

impact in the future. Any increase in greenhouse gas emissions may result from business development.

TOYA Capital Group has not identified any physical risks. The scenario analysis showed that the two transition risks

mentioned above occur in the RCP 8.5 scenario. Assets and business activities may be significantly exposed to these

risks if mitigation measures are not taken in the long term.

7.2.3. Climate change mitigation and adaptation policies

TOYA Capital Group adopted a document stating that Scope 1 and Scope 2 greenhouse gas emissions in 2023 amounted

to 1,581.78 t CO₂e, calculated using the market-based method. The next step in the decarbonization process will be the

inclusion of Scope 3 emissions. To date, efforts have focused on direct emissions (Scope 1) and indirect emissions

associated with purchased energy (Scope 2). In the coming years, the Group plans to estimate Scope 3 emissions in

accordance with the developed Scope 3 calculation methodology, covering all other indirect emissions across the value

chain. The current target is not aligned with the Paris Agreement objective of limiting global warming to 1.5°C.

Decarbonization levers have been identified, including the modernization of building infrastructure to improve energy

efficiency and the continued purchase of guarantees of origin for electricity generated from renewable energy sources

(RES). In the case of operations in Poland, guarantees of origin are expected to cover 100% of electricity consumption,

and their purchase requires the allocation of appropriate financial resources. Any locked-in greenhouse gas emissions

are not associated with the actions currently undertaken or planned by the Group.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

The implementation of these measures is incorporated into the financial and operational planning of TOYA Capital

Group. The organization is capable of reducing its climate impact and adapting to ongoing climate change, as approved

by the Management Board of TOYA S.A.

In 2025, TOYA Capital Group did not have any policies in place regarding climate change mitigation or adaptation, except

for the climate strategy described above. The objective of this strategy is to mitigate climate change through the

reduction of greenhouse gas emissions within Scopes 1 and 2 and through the use of renewable energy sources. The

transition to renewable energy may contribute to greater energy price stability, thereby protecting the organization

against sudden fluctuations in energy prices that may result from climate-related factors. The current decarbonization

action plan focuses exclusively on measures implemented within the organization and has been approved by the

Management Board of TOYA S.A.

Climate-related matters are not reflected in the remuneration of members of the Supervisory Board or the Management

Board of TOYA S.A., nor in the remuneration policies of other companies within TOYA Capital Group.

7.2.4. Climate change actions and targets

In 2025, apart from the inventory of Scope 1 and Scope 2 greenhouse gas emissions, TOYA Capital Group did not

undertake any other activities related to its climate strategy or adaptation to climate change. In 2026, the following

actions are planned:

• preparation of a greenhouse gas emissions inventory, including improvements to the system for monitoring

energy and utility consumption at individual locations;

• review and analysis of potential climate change mitigation and adaptation measures, including the

performance of a climate-related risks and opportunities assessment in line with the TCFD recommendations;

• identification of areas with the highest energy consumption and assessment of opportunities to improve

energy efficiency and reduce greenhouse gas emissions.

As part of its activities, the organization purchases guarantees of origin for electricity and plans to improve energy

efficiency. These measures are intended to contribute to achieving zero emissions within Scope 2 of the carbon

footprint. Stakeholders of TOYA Capital Group were not directly involved in setting this target. However, their views

regarding the organization's impact on climate change were taken into consideration.

TOYA Capital Group does not incur any significant capital expenditures (CapEx) or operating expenditures (OpEx) related

to climate change matters. In 2025, CapEx related to infrastructure supporting the renovation of existing buildings, the

installation, maintenance and repair of electric vehicle charging stations in buildings (and associated parking facilities),

and building renovation amounted to PLN 7,687.5 thousand, while OpEx amounted to PLN 0, as further described in the

Taxonomy disclosures.

TOYA Capital Group has not established climate change mitigation and adaptation targets based on conclusive scientific

evidence. At present, apart from the activities planned for 2026, the organization does not monitor the effectiveness of

its climate strategy.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

7.2.5. Greenhouse gas emissions

TOYA Capital Group greenhouse gas emissions (tCO2e)

2025

2024

Scope 1

1185.94

1620.66

Scope 2

Location-based method

1257.14

1374.34

Market-based method

575.96

802.29

Total emission (location based)

2443.08

2994.99

Total emission (market-based)

1761.89

2422.94

The table presented below includes data for 2025 and 2024 solely for comparative purposes. Under the adopted

methodology, the reporting period covers the period from 1 January 2025 to 31 December 2025.

The Company revised its carbon footprint calculation methodology and, in order to ensure comparability with 2025

data, the 2024 figures have been restated.

TOYA Capital Group has no Scope 1 or Scope 2 emissions covered by a regulated emissions trading scheme.

Scope 1 and Scope 2 greenhouse gas emissions were calculated in accordance with the GHG Protocol. The results are

reported in carbon dioxide equivalent (CO₂e), which includes the following greenhouse gases: CO₂, CH₄, N₂O, HFCs, PFCs,

SF₆ and NF₃. [(E1-6) AR39b] The calculations were performed for each company within TOYA Capital Group, and the

results were consolidated using the operational control approach. Emissions associated with the generation of

consumed electricity were calculated using two methods: the market-based approach (electricity-related emissions

calculated using the emission factor of the electricity supplier) and the location-based approach (electricity-related

emissions calculated using average national grid emission factors). For Poland and Romania, the sources of emission

factors were as follows: under the market-based approach, emission factors from the European Residual Mixes 2024

were used; under the location-based approach, emission factors published by KOBiZE were applied for Poland and

factors published by ANRE were applied for Romania. For emissions resulting from fuel combustion, emission factors

from DEFRA 2025 (Department for Environment, Food and Rural Affairs, UK Government, Greenhouse Gas Reporting:

Conversion Factors 2025) were used. For China, the source of emission factors for electricity under both the location-

based and market-based approaches was the International Energy Agency (IEA) report Electricity 2025. TOYA Capital

Group uses guarantees of origin to reduce its carbon footprint calculated under the market-based method; this relates

to 1,567.2 MWh of electricity consumed. Data relating to natural gas and electricity consumption (Scope 1 and Scope

2) are collected by the Facility Maintenance Coordinator within the Technical Department, who has access to smart

meters and is responsible for processing utility invoices. The data are verified in cooperation with the Finance and

Accounting Department through reconciliation with invoice information. Responsibility for data collection and

processing is assigned as follows: the Fleet Manager collects vehicle-related data and prepares relevant reports; the

Finance and Accounting Department prepares invoice summaries and reports from the accounting system; the Facility

Maintenance Coordinator retrieves data from smart meters and invoices and prepares quantitative utility consumption

data by location; and the Environmental Coordinator verifies the data and calculates the carbon footprint. The data are

stored in password-protected Excel files with regular backups, while accounting data are maintained in operational

systems with restricted access. Access is granted only to personnel responsible for data collection and processing. TOYA

Capital Group has not identified any biogenic CO₂ emissions resulting from the combustion or biodegradation of biomass

in its operations.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

As the average number of employees did not exceed 750 as of the balance sheet date, TOYA Capital Group does not

disclose information on Scope 3 greenhouse gas emissions during the first three years of preparing its sustainability

statement. At the same time, TOYA Capital Group developed a methodology for calculating Scope 3 emissions in 2024.

TOYA Capital Group greenhouse gas emission intensity (tCO2e/PLN million)

2025

2024

Scope 1

1.31

1.97

Scope 2 (location-based)

1.38

1.67

Scope 2 (market-based)

0.63

0.97

Total emission (location-based)

2.69

3.65

Total emission (market-based)

1.94

2.95

The net revenues of the TOYA Capital Group amounted to PLN 907 705 thousand. The amount is included in the

consolidated financial statements in note 24.

7.3. ESRS E5 RESOURCE USE AND CIRCULAR ECONOMY

Material impacts, risks and opportunities related to resource use and the circular economy (CE) were identified for TOYA

Group during the double materiality assessment process. Circular economy was identified as a material issue for the

Group, and the organization commenced work on defining the areas and activities to be addressed in the circular

economy policy. In 2025, the Group did not have classified information on resource use. This inventory will be indirectly

linked to the determination of Scope 3 emissions. Initially, reporting of this indicator was planned for 2025. The Group

has developed a methodology for calculating Scope 3 emissions. The Group is making use of the three-year exemption

from the obligation to disclose Scope 3 emissions provided for under the applicable regulations; following the expiry of

this exemption period, reporting will be carried out in accordance with regulatory requirements.

The Group does not conduct its own manufacturing activities; therefore, resource use is concentrated in the upstream

segment of the value chain. However, impacts related to waste affect both the upstream and downstream segments of

the value chain and, to a limited extent, the organization itself.

As part of the double materiality assessment, TOYA Group conducted a dialogue with stakeholders in order to identify

its material impacts, including those related to the circular economy. No separate stakeholder consultations were

conducted specifically on resource use and the circular economy. The identified impacts related to the circular economy

and waste affect, indirectly, the upstream and downstream segments of the value chain and, directly, the organization

itself, i.e. the four companies comprising TOYA Capital Group. The Group companies monitor the waste they generate,

including by waste category. During the reporting period, no detailed analysis was conducted regarding the impacts and

risks associated with maintaining the current approach to resource inputs, including resource use and waste

management. As part of the double materiality assessment, TOYA Group did not identify any material risks or

opportunities for itself, as a distributor, related to resource use, the circular economy, or the transition to a circular

economy.

In 2025, TOYA Group did not have any internal regulations in force regarding resource use or waste management. In

the Group’s assessment, there had been no need to adopt such a document in previous years, which was consistent

with the priorities at that time. At the same time, TOYA Group commenced work on the preparation of a circular

economy policy. This work consists of analysing the structure of TOYA Capital Group in terms of its individual activities

and is linked to the collection of information required for the calculation of Scope 3 emissions. The objective of the

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

policy will be to optimise resource use throughout the value chain, including managing the negative environmental

impacts of the organization’s activities and supporting the circular economy by maximising product-use efficiency and

minimising waste. Oversight of the implementation of the policy will be exercised by the Management Board of the

parent company of TOYA Group.

In 2025, TOYA Group did not undertake any activities related to the circular economy due to the absence of internal

regulations in this area. Once the circular economy policy has been developed and implemented, future actions will be

undertaken to achieve the objectives and requirements set out therein.

During the reporting period, TOYA Group did not have any targets related to resource use or the circular economy. Such

targets may be established following the adoption of the circular economy policy. At present, the companies within

TOYA Group maintain waste records.

7.3.1. Resources introduced by TOYA Capital Group

Packaging material usage (in kg) in warehouses

2025

2024

Non-renewable materials made of plastics

65 444.79

64 293.52

Stretch foil

47 071.52

47 709.70

Bubble wrap

1 343.44

2 130.16

Foil sheets

4 693.90

4 225.86

Tapes

7 310.67

6 413.22

Foil-pack

5 018.06

3 814.58

Courier rebate

7.20

0.00

Renewable materials made of wood or paper

335 250.04

556 576.00

Pallets

276 645.00

506 496.00

Cartons

43 438.79

33 582.79

Angles

9 316.65

8 133.09

Labels

2 392.31

2 897.65

Replacement packaging

141.64

1 059.34

Paper envelopes

3 315.65

4 406.80

Weight of packaging introduced to the market - excluding packaging in warehouses (in kg)

2025

2024

Plastic packaging

310 949.22

411 208.00

Paper and cardboard packaging

1 685 988.96

2 129 470.00

Wooden packaging

75 412.00

148 253.00

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Weight of equipment, products and batteries introduced to the market (in kg)

2025

2024

Electrical and electronic equipmentq

Temperature Exchange Equipment B2B

442 738

553 093

Lamps B2C

45 382

32 019

Large Equipment with any external dimension exceeding 50 cm

B2C

750 656

860 075

Large Equipment with any external dimension exceeding 50 cm

B2B

320 578

155 265

Small Equipment with no external dimension exceeding 50 cm B2C

1 897 564

2 369 385

Small Equipment with no external dimension exceeding 50 cm B2B

63 329

32 963

Products introduced to the market

Lubricating oils

7 503

10 007

New pneumatic rubber tyres of a kind used for agricultural

machinery and other new pneumatic rubber tyres

19 027

12 125

Mass of batteries introduced to the market

Portable Alkaline (Zinc-Manganese) Batteries (LR)

2 846,43

1 683.07

Portable Zinc-Carbon (R) Batteries

2 396.24

2 859.50

Portable Button Batteries: Lithium, Silver (Mercury Free)

325.01

397.20

Portable Lithium-Ion (Li - Ion) Batteries

119 781.96

127 612.66

Portable Lithium-Polymer (Li - Po) Batteries

1024.87

226.26

Portable Silver Oxide (Ag2O) Batteries

0.00

53.10

Portable Nickel-Metal Hydride (NiMH) Batteries

18.00

183.15

Portable lead-acid batteries (Pb)

3 999.79

0.00

2025

Weight (kg)

Share in all packages

Biological materials used to provide services

2 096 651

85%

Reused or recycled components, products and materials

The organization has no information about recycled materials

2024

Weight (kg)

Share in all packages

Biological materials used to provide services

2 497 560

87%

Reused or recycled components, products and materials

The organization has no information about recycled materials

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Data on the entered resources come from internal IT systems in TOYA Capital Group companies. This data is consistent

with information reported under the obligations arising from extended producer responsibility.

7.3.2. Waste generated by TOYA Capital Group

With the development of a circular economy policy, TOYA Group will align its approach with the waste hierarchy in the

European Union. The hierarchy prioritizes waste prevention and preparation for reuse over recycling, other forms of

waste use and disposal.

TOYA Group companies do not conduct professional waste management activities and have not set a waste target.

TOYA S.A. has the status of a waste producer and conducts non-professional waste collection activities. Waste is

transferred to waste management entities.

TOYA Group reports waste related to significant impacts resulting from its activities and operations. The total amount

of waste generated from its own operations in 2025 amounted to 242,2425 Mg.

2025

Amount of waste avoided from disposal in Mg:

Preparation for reuse

Recycling

Other recovery processes

Total amount of waste

Hazardous waste

1.9965

Non-hazardous waste

239.864

0.382

240.246

Total

241.8605

0.382

242.2425

Amount of waste sent for disposal in Mg:

Combustion

Storage

Other disposal processes

Total amount of waste

Hazardous waste

Non-hazardous waste

79.588

Total

79.588

2024

Amount of waste avoided from disposal in Mg:

Preparation for reuse

Recycling

Other recovery processes

Total amount of waste

Hazardous waste

1.6876

Non-hazardous waste

185.184

10.352

195.536

Total

186.8716

10.352

197.2236

Amount of waste sent for disposal in Mg:

Combustion

Storage

Other disposal processes

Total amount of waste

Hazardous waste

Non-hazardous waste

47.985

Total

47.985

The total mass of non-recycled waste within the TOYA Group in 2025 amounted to 79.97 Mg, which constituted 33.01

% of all waste generated.

Data on waste generated by TOYA S.A. comes from internal records and from the national Waste Database. In the case

of the company operating in Romania, the data comes from the local equivalent of such a database. Other companies

from the TOYA Capital Group also keep internal records of generated waste.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Waste transferred to External entities dealing with waste management comes from the Company's current operations,

service work and is waste accepted from consumers on the basis of national regulations on non-professional waste

activities that are not subject to records. The stream of recorded waste is dominated by electronic waste, generated,

among others, during service work and waste from warehouse operations. Materials found in waste include metals,

plastics, paper and cardboard, as well as electrical and electronic equipment containing critical raw materials. The

organization does not produce radioactive materials.

7.4. ESRS S1 OWN WORKFORCE

As part of the double materiality assessment process, TOYA Capital Group employees were engaged to assess its impact

on environmental, social (including employee) and corporate governance matters. The impacts raised by employees

were considered material, which is associated with further management of these impacts within the adopted business

model. Employees also have the opportunity to share their concerns through channels for reporting irregularities. The

organization takes into account the interests of employees and respect for human rights, which has been codified in the

Code of Ethics, Human Rights Policy and the Policy of dialogue with employees of TOYA Capital Group.

The scope of information disclosure in this chapter covers all persons creating their own employee resources of TOYA

Capital Group, i.e. persons employed under an employment contract, persons employed under a contract of mandate

and temporary employees. The organization does not specify any group within its employee resources that could be

more exposed than others to the effects of negative impact.

TOYA Capital Group conducted the double materiality assessment process and according to its results, it has an impact

on its employees. In terms of appropriate pay, the organization has a real positive impact by striving to provide

competitive pay for both new and existing employees. At the same time, a potential negative impact has been identified,

manifesting itself in the potential cessation of providing competitive pay for employees, which would result from too

high pay pressures in relation to the organization's capabilities and achieved work efficiency. On the other hand, a

potentially positive impact is that the TOYA Group can strive for even more competitive pay in relation to the market.

This impact may be systemic and result from the adopted business model, in which the organization buys finished

products and distributes them to its customers and end users.

Another impact related to this is equal pay and equal opportunities at work. The organization has a real positive impact

by striving to ensure equal employment and promotion opportunities and equal pay for work of equal value. This is

confirmed by data on the pay gap and the number of women and men in management positions. As part of the double

materiality assessment, a potential positive impact was also identified consisting in striving for equal pay for work of

equal value.

Equal opportunities and pay are related to another identified impact that the TOYA Capital Group has on its employees.

The organization offers its employees training and invests in the development of competences and also provides

attractive benefits, which was considered a real positive impact. On the other hand, a potential positive impact is the

possibility of developing a training system and increasing investment in the competences of its employees.

Another real positive impact is that the TOYA Capital Group, or more precisely the companies that make it up, adheres

to rigorous occupational health and safety standards in order to minimize the risk of accidents and occupational

diseases. Regular training and OHS audits increase the level of employee safety. A potentially positive impact on

occupational health and safety issues is associated with the possibility of implementing rigorous occupational health

and safety standards.

As part of the double-materiality assessment process, TOYA Capital Group has diagnosed the actual potential impact

regarding measures to prevent violence and harassment in the workplace. All regulations regarding ethics, values,

equality, diversity and anti-corruption are included, among others, in the Code of Ethics. It is intended to help TOYA

Capital Group employees understand its commitment to the highest ethical and legal standards in business activities,

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

facilitates proper assessment of the situation and conduct in an appropriate manner and provides information on how

to report possible violations of the rules. The potentially positive impact is related to the fact that the Code of Ethics is

implemented in all group companies and employees will receive training in this area.

The above material impacts do not result from the business strategy. They are also not directly related to the business

model, which consists of designing products, commissioning their production to business partners, distributing finished

products and providing warranty and post-warranty service. The above impacts result from TOYA Capital Group's

ambitions related to its own employee resources.

The double materiality assessment process did not identify any risks or opportunities for TOYA Capital Group. Nor were

any risks or impacts identified resulting from the adopted decarbonization action plan. Similarly, no risk of forced labour

or child labour was identified within the companies forming the group in Poland, Romania and China.

7.4.1. Documentation relating to employee matters

TOYA Capital Group manages significant impacts on its own employee resources in accordance with the adopted

regulations, which did not change during the reporting period. They apply to all employees, and the Management Board

of the Company is responsible for implementing their provisions. The internal regulations described in this chapter are

available to employees on the intranet – together they also define the organization's approach to respecting human

rights, including employee rights and cooperation with employees.

Impact

Regulations

Key Content

Adequate pay

• Work

Regulations,

• Remuneration

Regulations,

• Diversity Policy,

• Human Rights

Policy,

• Code of Ethics

The remuneration for work is established in an amount corresponding to the type of work

performed, the employee's qualifications required for its performance, taking into account the

quantity and quality of the work performed. The remuneration guaranteed to the employee cannot

be lower than the minimum regulated in separate state regulations.

Employees have the right to equal remuneration for equal work or for work of equal value. A person

against whom the employer has violated the principle of equal treatment in employment has the

right to compensation in an amount not lower than the minimum remuneration for work,

established on the basis of separate regulations.

Employees are paid adequately to the qualifications, type, quantity, quality and workload, taking

into account the need to provide employees and their families with a decent standard of living.

Occupational health

and safety

• Work

Regulations,

• Diversity Policy,

• Human Rights

Policy,

• Code of Ethics

TOYA Capital Group is responsible for the state of occupational health and safety at the workplace

and complies with the provisions and principles of occupational health and safety. The Group

undertakes to protect the life and health of employees by ensuring their safe and hygienic working

conditions, protecting them from accidents at work and occupational diseases. In accordance with

the adopted regulations, the basic obligation of employees is to know and comply with occupational

health and safety regulations. In the event that working conditions do not comply with occupational

health and safety regulations and pose a direct threat to the health or life of the employee, the

employee has the right to refrain from working, immediately notifying the superior. Employees are

informed about occupational risks during initial training and periodic training.

All employees are subject to initial training in the field of occupational health and safety and fire

protection before being allowed to work. The Group also finances periodic medical examinations.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Gender equality and

equal pay for work of

equal value

• Work

Regulations,

• Code of Ethics,

• Diversity Policy,

• Human Rights

Policy

TOYA Capital Group undertakes in the adopted regulations to counteract discrimination in

employment, in particular on the grounds of gender, age, disability, race, religion, nationality,

political beliefs, union membership, ethnic origin, denomination, sexual orientation, as well as

employment for a specified or indefinite period or full-time or part-time. Employees have equal

rights due to the equal performance of the same duties; this applies in particular to the equal

treatment of men and women in employment. Discrimination is also considered to include

encouraging another person to violate the principle of equal treatment and behaviour whose

purpose or effect is to violate the dignity or humiliate or humiliate the employee (harassment).

Discrimination on the grounds of gender also includes any unacceptable behaviour of a sexual

nature or related to the employee's gender, the purpose or effect of which is to violate the dignity

or humiliate or humiliate the employee.

The regulations adopted in the Group clearly indicate that employees have the right to equal pay

for equal work or for work of equal value. Work of equal value is work whose performance requires

comparable professional qualifications from employees, confirmed by documents provided for in

separate regulations or professional practice and experience, as well as comparable responsibility

and effort. A person against whom the principle of equal treatment in employment has been

violated has the right to compensation in an amount not lower than the minimum wage.

Training and skills

development

• Work

Regulations,

• Order on the

financing of

TOYA S.A.

employee

training,

• Code of Ethics

In accordance with the regulations adopted by the Group, employees have equal access to training

to improve their professional qualifications, in particular regardless of gender, age, disability, race,

religion, nationality, political beliefs, trade union membership, ethnic origin, denomination, sexual

orientation, and regardless of employment for a fixed or indefinite period or full or part-time.

The Group ensures appropriate remedies in terms of the impact on the observance of human rights. At TOYA S.A., the

Human Rights Policy will be made available to employees via the intranet. At other companies, the document will be

distributed via dedicated internal communication channels. This will be done in accordance with the management

principles adopted at the TOYA Group. The Group has also established channels for reporting potential human rights

violations. Any comments or information can be submitted to the persons responsible for employee affairs at TOYA

Group companies. Immediately upon receiving a report, they are obligated to notify the Management Board of the

company where they work and the HR Director at TOYA S.A.

The Human Rights Policy covers activities in the area of protection of human rights throughout the value chain and is

based on the principles defined in the Universal Declaration of Human Rights, the International Bill of Human Rights,

the 10 principles of the UN Global Compact, the UN Guiding Principles on Business and Human Rights and the OECD

Guidelines for Multinational Enterprises.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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7.4.2. Collaboration with employees

Procedures for cooperation with persons belonging to its own employee resources, including in terms of impacts, are

defined, among others, in the Code of Ethics. The section of the document concerning communication with employees

emphasizes TOYA Capital Group’s efforts to maintain communication between employees and the employer at the

highest possible level. The organization strives to comply with the disclosure obligations provided for under the laws in

force in the countries where the companies comprising the Group are headquartered. In line with the Code, the

organization’s ambition is to cooperate with employees and provide them with a platform to express their opinions. In

the Group’s view, dialogue and mutual respect are essential tools for achieving the best results and reaching

compromise solutions satisfactory to all participants. TOYA Capital Group considers employees’ ideas and initiatives to

be important, covering both the business sphere (e.g. process improvements) and the non-business sphere (e.g.

activities promoting integration or engagement in local communities).

In addition, TOYA S.A. has adopted the Employee Dialogue Policy. The document defines the alignment of employee

dialogue with the international stakeholder engagement standard AA1000SES. According to the Policy, the purpose of

the employee engagement process at TOYA S.A. is to ensure effective organizational management and to address

matters important to employees. The regulation obliges the Company to periodically review existing employee dialogue

channels and tools and to ensure their availability. The policies in question do not specify the type, frequency, or form

of cooperation with persons considered part of the Group’s own workforce.

Within the parent company of TOYA Capital Group, in accordance with the Employee Dialogue Policy, activities are

conducted to identify key employee needs and expectations. Based on these, in the event of identifying a negative

impact, the Company develops and proposes a remedial action plan. In accordance with the principles of the double

materiality assessment process, no actual negative impacts were identified that would require immediate response.

TOYA Capital Group has established channels enabling employees to report irregularities, concerns, and issues. The

Code of Ethics indicates that the first point of contact for employees should be their direct supervisor. Compliance-

related matters should additionally be consulted with employees of the Legal and Compliance Department, while

employee-related matters should be addressed to the Human Resources management unit. Employees may also use an

external reporting channel indicated in the Code of Ethics. Each company within TOYA Capital Group has established

and made available its own channels for receiving and analysing all reports.

Persons responsible for receiving reports are required to keep all received information (including the personal data of

the reporting person) confidential. Reports may also be submitted anonymously.

Channels for reporting violations related, among others, to discrimination, harassment, and intimidation are also

specified in the Diversity Policy. Reports may be submitted through the channels commonly used in the Company (in

person, by phone, or by email to a supervisor, the HR Department, or the Compliance Officer, via a dedicated email

inbox, or—also anonymously—through an online platform).

TOYA Capital Group has not implemented a separate grievance mechanism for employee-related matters. In practice,

employee concerns are addressed by the relevant functional departments.

Employees of TOYA Capital Group are informed about the existence of whistleblowing channels via the intranet. Due to

the relatively short period of operation of the channels defined in the Code of Ethics and the Diversity Policy, awareness

of their existence among employees and other persons performing work for the companies is currently not assessed.

However, in TOYA S.A.’s view, the channels defined in the Procedure for Reporting Irregularities and Conducting

Explanatory Proceedings at TOYA S.A., in place since 2020, are widely known to its employees.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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In 2025, monitoring within the whistleblowing channel related to breaches of the Code of Ethics was conducted at the

parent company. In subsidiaries, this will be implemented in accordance with the governance principles of TOYA Group.

In line with adopted policies, the effectiveness of the channels is assessed during regulatory reviews, including through

annual reports prepared by policy owners. Information on monitoring reports concerning cases specified in the

Procedure for Reporting Irregularities and Conducting Explanatory Proceedings at TOYA S.A. is described in Section 7.7

– ESRS G1.

TOYA Capital Group identified only one negative impact in the double materiality assessment process, which is also

potential in nature. It concerns the possible failure to maintain competitive employee remuneration. At present, the

companies aim to provide competitive wages by monitoring market conditions and industry remuneration levels.

TOYA Capital Group does not undertake any other actions aimed at ensuring or strengthening a positive impact on its

own workforce, and no monitoring of the effectiveness of such actions is conducted.

TOYA Capital Group has not set targets related to managing material impacts concerning its own workforce. However,

the organization reviews policies related to material impacts, and each such review results in a report on the

implementation of commitments, together with conclusions and recommendations, which is presented to the

Management Board of the parent company. The decision to update policies is made by the Management Board of TOYA

S.A. when deemed necessary.

The ambition of TOYA Capital Group is to provide competitive remuneration in order to retain employees and attract

new individuals who will support the organization with their knowledge and experience. The organization is aware of

its impact on employees and therefore strives to ensure zero accidents. The companies focus not only on safe but also

competent and well-trained employees. Internal documents applicable across TOYA Capital Group reflect the ambition

to create appropriate working conditions for all employees, as the organization believes that equal pay and equal

opportunities help attract and retain valuable employees who contribute to the Group’s performance. This is also linked

to the ambition of preventing violence—there is no tolerance for violence or harassment in the workplace, and the

adopted procedures are intended to eliminate the risk of such cases.

7.4.3. Information about employees and collaborators

Number of employees in total and by gender:

Gender

Number of employees at the end of the reporting period

2025

2024

Male

443

437

Female

162

157

Total Employees

605

594

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

31.12.2025

Female

Male

Total (at the end of the

reporting period)

Number of employees

162

443

605

Number of employees employed on fixed-term contracts

Number of employees employed for not-defined period

147

392

539

Number of employees whose working hours are not guaranteed

Number of full-time employees

160

437

597

Number of part-time employees

31.12.2024

Female

Male

Total (at the end of the

reporting period)

Number of employees

157

437

594

Number of employees employed on fixed-term contracts

Number of employees employed for not-defined period

140

376

516

Number of employees whose working hours are not guaranteed

Number of full-time employees

156

431

587

Number of part-time employees

31.12.2025

Poland

Romania

China

Number of full-time employees

Male

266

Female

Total Employees

345

163

Number of part-time employees

Male

Female

Total Employees

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

31.12.2024

Poland

Romania

China

Number of full-time employees

Male

263

Female

Total Employees

340

162

Number of part-time employees

Male

Female

Total Employees

TOYA S.A. at the end of 2025 used the work of 9 people under mandate contracts and 7 temporary workers. Among its

own workforce, there were no individuals operating their own business activities. The Romanian subsidiary and the

Chinese subsidiaries also used the work of people who were not employed directly by the companies. In 2025, there

were 8 and 11 such people in the Romanian subsidiary and the subsidiaries operating in China, respectively. These were

temporary workers employed through an employment agency.

Gender distribution in numerical and percentage terms in the top management staff of the TOYA Capital Group:

2025

2024

Number of employees

Percentage of

employees

Number of employees

Percentage of

employees

Female

27%

Male

73%

Age structure of TOYA Capital Group employees:

2025

2024

Number of employees

Percentage of

employees

Number of employees

Percentage of

employees

under 30

16%

108

18%

30–50

413

68%

402

68%

over 50

16%

14%

In the TOYA Capital Group in 2025, there were no structured development interviews or reviews of employee career

development. Employees receive feedback from their superiors on an ongoing basis. The companies that make up the

Group organize training for their employees in order to provide them with the appropriate knowledge needed for work

and development.

Data on the number of employees cooperang on terms other than employment contract are provided as of 31 December 2025, i.e. at the end of

the reporng period.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Average number of training hours

2025

2024

Female

25.05

24.33

Male

17.60

17.66

Total

20.20

20.09

7.4.4. Adequate remuneration

Measuring the pay gap is a key tool that allows us to assess the effectiveness of policies on equal pay for the same work

or work of equal value. Taking into account the provisions in this internal document, TOYA Capital Group strives to

achieve the smallest possible pay gap, so that in practice there is none at all.

In 2025, the pay gap in TOYA Capital Group was -8%. This means that women received on average 108% of men's basic

pay.

The pay gap was calculated based on the average hourly pay in individual TOYA Capital Group companies. The sum of

women's and men's pay as of 31 December 2025 was divided by the annual hourly working time. The average pay

received in companies in Romania and China was converted into Polish zloty at the NBP exchange rate of 31 December

2025. Using a weighted average, the average pay of women and men in the entire TOYA Capital Group was calculated,

and then these values were used to calculate the pay gap.

The ratio of the annual total remuneration of the highest earner to the median annual total remuneration of all

employees (except the highest earner) was 12.25 in 2025 in the TOYA Capital Group.

According to the adopted internal regulations, the amount of remuneration of an employee employed full-time monthly

cannot be lower than the minimum wage regulated in separate state regulations in Poland, Romania and China. For this

reason, in none of the companies in the TOYA Capital Group did any employee receive remuneration lower than the

minimum wage provided for by law.

7.4.5. Employee safety

All TOYA Group companies have occupational health and safety policies in place, which comply with applicable national

regulations and occupational health and safety standards. Each company has a designated person responsible for

ensuring workplace safety and providing employees with all necessary information about health risks in the workplace.

They also ensure appropriate safety measures are in place. These measures cover 100% of TOYA Group employees and

associates.

In 2025, TOYA S.A. recorded 2 work-related accidents (the accident rate was 3.34). In the Romanian subsidiary, 1 fatal

work-related accident occurred in 2025 (a traffic accident), resulting in an accident rate of 5.99. As a result of these

incidents, a total of 26 days of absence from work were recorded. In the Chinese subsidiaries, no work-related accidents,

work-related ill health cases, or absences from work due to occupational injuries were recorded.

The remuneraon of employees on 31 December 2025 working part-me has been recalculated for the value of full-me employment, and the

remuneraon of persons remaining on 31 December 2025 who worked for part of the year has been recalculated for the value of employment in the

enre year.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

In 2025, TOYA Capital Group did not record any cases of discrimination or incidents related to respect for the human

rights of employees. The organization was also not the subject of:

• complaints filed by employees through channels for reporting concerns,

• complaints filed with national contact points for the OECD Guidelines for Multinational Enterprises.

7.5. ESRS S2 OSOBY WORKERS IN THE VALUE CHAIN

During the double materiality assessment, TOYA Capital Group diagnosed that it has an impact related to workers in the

value chain. In the case of occupational health and safety, it is potentially positive, because entities in the TOYA Capital

Group value chain can implement and comply with rigorous occupational health and safety standards to minimize the

risk of accidents and occupational diseases. This impact is also actually positive, because TOYA Capital Group

representatives maintain contact with suppliers, visit production plants and conduct inspections of suppliers'

compliance with health and safety rules. At the same time, a real negative impact was diagnosed, because despite

maintaining safety, it should be assumed that the specificity of work at suppliers of products distributed by TOYA Capital

Group may be associated with possible accidents at work.

The issue of preventing violence and harassment in the workplace is related to working conditions in the upper range

of the value chain (upstream). During the double materiality assessment process, an actual negative impact and a

potential positive impact were identified. The negative impact stems from the fact that the TOYA Group Code of Ethics,

which business partners are required to adhere to, has not been implemented across all TOYA Group companies. The

document was formally implemented at the parent company in the third quarter of 2025. However, the potential

positive impact stems from the fact that, following the implementation of the Code of Ethics, regulations concerning,

among other things, employee equality and diversity will also apply throughout the value chain. The TOYA Group wants

its business partners to share its values.

The diagnosed impacts are related to the TOYA Capital Group's business model, which assumes sourcing suppliers -

primarily - in China and distributing goods manufactured there. The organization does not expect to change its business

model in the near future.

During the double materiality assessment, one risk related to the value chain was identified, which results from the

adopted business model. In the long term, there is a risk of increased costs resulting from increasing operating costs

related to employee remuneration in the supply chain. The increase may also result from increasing safety standards,

which is related to the impact on occupational health and safety.

Among the people performing work in the value chain, employees producing tools, power tools and other devices later

distributed under various brands by TOYA Capital Group dominate. A significant group is also people responsible for the

transport and logistics of manufactured goods to warehouses belonging to the organization or for transport directly to

the customer. These people perform their work in Asia (mainly in China) and Europe.

The diagnosed material negative impacts are systemic and result from the specificity of the TOYA Capital Group value

chain. On the other hand, positive impacts result from actions taken such as visits to suppliers or the planned inclusion

of all suppliers in the provisions of the TOYA Capital Group Code of Ethics and Human Rights Policy.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

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As part of the double materiality assessment process, individual groups of people performing work in the value chain

were not analysed. It was assumed that the impact exerted is similar, regardless of the group of employees, a specific

supplier or geographical region.

As part of the double materiality assessment process, some entities in the value chain were involved in assessing the

impact of TOYA Capital Group. The organisation strives to take into account the rights of people performing work in its

value chain, as reflected in its Code of Ethics and Human Rights Policy.

7.5.1. Requirements for suppliers

TOYA Capital Group manages its significant impacts on people performing work in the value chain through the Code of

Ethics and the Human Rights Policy. The provisions of these documents apply to TOYA Capital Group as well as to its

business partners and affect their employees. The Management Board of TOYA S.A. is responsible for implementing the

policy within the organization.

In the area of occupational health and safety, the Code of Ethics clearly expresses TOYA Group’s expectation that all

suppliers provide safe and healthy working conditions for their employees. This issue is also addressed in the Human

Rights Policy, which emphasizes the need to provide a safe workplace in accordance with applicable regulations and

requirements regarding health and safety, and consequently to minimize the risk of accidents, injuries and hazards.

The Code of Ethics also constitutes a firm expression of TOYA Group’s opposition to any forms of harassment and

workplace bullying. In accordance with the provisions of the Code – which also applies to the Group’s suppliers – every

employee has the right to work in a healthy environment free from all forms of hostility and harassment considered

contrary to the law. Any form of workplace bullying, harassment, sexual harassment or discrimination is considered

unacceptable, in particular on the grounds of gender, age, position, education, sexual orientation, religion, racial or

ethnic origin, disability, beliefs or membership in employee organizations. In addition, in its Human Rights Policy, TOYA

Group declares zero tolerance for all forms of discrimination, workplace bullying, harassment, exploitation, abuse and

violence against employees. The Policy also emphasizes opposition to forced labour, human trafficking, modern slavery

and child labour.

The Code and the Policy also form the basis of the Company’s overall approach to respecting human rights relevant to

workers in the value chain, directly referring to the principles set out in the Universal Declaration of Human Rights, the

International Bill of Human Rights, the Ten Principles of the UN Global Compact, the UN Guiding Principles on Business

and Human Rights, and the OECD Guidelines for Multinational Enterprises. During the reporting period, TOYA Capital

Group did not record any violations of these regulations at either the upstream or downstream levels of the value chain.

In accordance with the provisions of these documents, the TOYA Group provides its employees with a channel for

reporting misconduct. With the implementation of the Code of Ethics across all Group companies and its extension to

suppliers, the organization will enable individuals working in the value chain to report misconduct. From the third

quarter of 2025, following the implementation of the Code of Ethics at the parent company, Toya S.A. suppliers will

have this option. Once the document is fully implemented across the TOYA Group, the reports received will enable

action to be taken to address any negative impacts on human rights.

TOYA Capital Group is open to all signals and information from people performing work in the value chain, including

those related to occupational health and safety and the prevention of violence and harassment in the workplace.

Suppliers are of key importance to the business; therefore, TOYA Capital Group expects them to be committed to

complying with recognized ethical standards and business practices. The organization pays close attention to this

cooperation and encourages its suppliers to comply with policies aimed at limiting negative impacts. In 2025, the Group

did not receive any reports in this regard from people performing work in the value chain.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

7.5.2. Implementing ethical aspects in the value chain

TOYA Capital Group has developed a Code of Ethics and a Human Rights Policy and will oblige its suppliers to comply

with their provisions. Representatives of the organization maintain contact with suppliers and visit production plants,

which allows for the selection of appropriate partners or the initiation of discussions aimed at limiting or eliminating

negative impacts on people performing work in the value chain.

With the implementation of the Code of Ethics across all companies within TOYA Group and its extension to suppliers,

their employees will also be able to use this channel to report concerns or suspected violations. At the same time, TOYA

Capital Group does not plan to directly inform suppliers’ employees about this channel, leaving this responsibility to

their employers.

Reported cases will be registered upon receipt. At this stage, TOYA Capital Group cannot yet assess the effectiveness of

the whistleblowing channel. However, this possibility is already available within the parent company.

Actions aimed at addressing significant impacts on people performing work in the value chain and preventing negative

impacts focused within TOYA Group in 2025 on the adoption, implementation, launch and monitoring of the contact

channels specified in the Human Rights Policy and the Code of Ethics. At the same time, the Group monitored the

existing Procedure for Reporting Irregularities and Conducting Explanatory Proceedings at TOYA S.A., which has been in

place since 2020 and represents a continuation and development of earlier solutions in this area. In 2025, no corrective

actions were taken because there was no need to do so.

TOYA Capital Group has developed a Code of Ethics and a Human Rights Policy and will oblige its suppliers to comply

with their provisions. Representatives of the organization maintain contact with suppliers and visit production plants,

which allows for the selection of appropriate partners or the initiation of discussions aimed at limiting or eliminating

negative impacts on people performing work in the value chain.

TOYA Capital Group, together with its suppliers’ commitment to comply with the provisions of the Code of Ethics and

the Human Rights Policy, will begin to monitor and assess the effectiveness of the implemented solutions through policy

reviews. Actions required in response to specific actual or potential negative impacts on people performing work in the

value chain are determined on a case-by-case basis and are adapted to the nature and circumstances of the impact. In

2025, the Group did not receive any reports from people performing work in the value chain. The Capital Group will

take actions aimed at extending the application of the Code of Ethics to its suppliers and, indirectly, to their employees.

The resources allocated to managing its material impacts relate to the time devoted by TOYA Capital Group employees

to the preparation of the Code of Ethics and the Human Rights Policy.

During the reporting period, no issues or incidents concerning human rights violations related to the Company’s value

chain at either the upstream or downstream level were recorded.

In 2025, the organization did not undertake any actions related to the risk of higher costs that may materialize over the

longer term.

TOYA Capital Group has not established targets related to managing material negative impacts, enhancing positive

impacts, or managing material risks associated with workers in the value chain. At present, the organization does not

plan to establish targets for people performing work in the value chain and has no other means of monitoring the

effectiveness of its actions. The ambition of TOYA Capital Group is to ensure that negative impacts in the value chain do

not occur or, where unavoidable, are kept to a minimum.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

7.6. ESRS S4 CONSUMERS AND END-USERS

TOYA Capital Group strives to strictly comply with consumer rights regulations in force in the European Union and in

the individual countries where it operates. The Group monitors recommendations issued by relevant authorities in this

area and adapts to the changing regulatory environment.

TOYA Capital Group is aware that without respecting consumer rights, it would not be able to build positive relationships

with existing customers of its brands or attract new customers. In the online stores operated by TOYA Group, consumers

can provide two types of feedback. The first concerns the functioning of the online store, transactions and the sales

process. The second type concerns the purchased product. The feedback received is taken into account by TOYA Capital

Group and supports the further development of its business.

During the double materiality assessment process, TOYA Capital Group identified its impacts on consumers and end

users. These impacts occur both within TOYA Capital Group itself and among product distributors, i.e. at the

downstream level of the value chain.

The current positive impact is related to the fact that the organization regularly analyses new requirements concerning

product labelling. All products comply with legislative requirements and are fully labelled, including consumer contact

information. Each product is accompanied by a detailed product safety data sheet and, where necessary, by operating

instructions, which increases transparency and safety of use. Distributors in individual countries are responsible for

product labelling in local markets. Another potential positive impact is that TOYA Capital Group and distributors in

foreign markets can further increase transparency and safety of use by creating more intuitive labels and instructions

for consumers.

The current impact, which is both negative and positive, relates to product quality and safety. Each product is analysed,

and regular safety testing and compliance with applicable standards are key to ensuring user protection. A dedicated

channel is available for reporting irregularities and ensuring consumer safety. Despite these measures, there have been

instances where TOYA Capital Group withdrew products from the market due to concerns regarding product safety.

Regular product testing is intended to eliminate such situations, and this activity has been identified as a potentially

positive impact.

During the double materiality assessment process, another impact was identified that is both actual and potential. It

concerns marketing practices. TOYA Capital Group analyses new regulations and conducts internal reviews of its

marketing activities to ensure that accurate and reliable information is provided and that consumers are not misled.

This has the potential to build consumer trust and loyalty. The identified impacts are not directly related to TOYA Capital

Group’s strategy and business model and do not affect any changes to them.

No material risks or opportunities were identified as part of the double materiality assessment process.

Consumers affected by TOYA Capital Group’s activities are users of the products distributed by the Group, including

both professional and amateur users.

TOYA Capital Group does not offer products that are inherently harmful to people. The organization’s product portfolio

complies with all applicable standards relating to the health and safety of end users. The electrical equipment offered

complies with the RoHS Directive, as confirmed by the product declaration of conformity. In addition, suppliers of TOYA

Capital Group declare that the products they supply do not contain substances listed under the REACH Regulation. In

the case of products intended to come into contact with the skin or clothing, information regarding their composition

is always provided.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

TOYA Capital Group also clearly informs end users about their rights in accordance with local regulations. In European

countries, these activities are based on Regulation (EU) 2016/679 of the European Parliament and of the Council on the

protection of natural persons with regard to the processing of personal data and on the free movement of such data,

commonly referred to as the General Data Protection Regulation (GDPR). Visitors to the organization’s website and

online stores are informed about the use of cookies.

Operating instructions are provided with products not only where required by law, but also whenever such instructions

may facilitate the use of the product by consumers. A product specification sheet containing an assembly drawing and

operating instructions is prepared before the product is introduced for distribution and sale. The organization’s portfolio

does not include products intended for children, nor any other products or services related to consumer privacy or

health.

As part of the double materiality assessment process, TOYA Capital Group did not identify any material negative impacts

on consumers or end users. However, when an individual product defect is identified, TOYA Capital Group takes

appropriate corrective actions. These may include:

• supplementing information, for example on the label or in the product description;

• eliminating the cause of the product hazard;

• repairing or replacing the product with a new one in the case of individual defects.

If a product is withdrawn from sale due to a defect, it is withdrawn for all consumer groups. The Group does not identify

any specific categories of end users who may be exposed to a greater risk of harm than other users.

7.6.1. Consumer and End-User Policies

Policies related to the management of material impacts on consumers and end-users in the TOYA Group

are:

• Code of Good Practices in Communication with Consumers and End-Users of the TOYA Group.

• Code of Ethics of the TOYA Group

The Code of Good Practices in Communication with Consumers and End-Users of the TOYA Group summarizes the good

practices in the organization in the field of communication with consumers and end-users. The Code describes the

Group's obligations and actions in the field of, among others:

• communication with consumers and opinions in the online store,

• product quality,

• documentation attached to products,

• sale of spare parts and post-warranty repairs,

• information on the principles of product complaints,

• communication regarding the handling of used equipment.

The process of creating the Code involved indirectly TOYA's internal stakeholders. This resulted from the materiality

assessment process conducted in 2023, as a result of which TOYA Capital Group developed the Code of Good Practices

in Communication with Consumers and End Users to better respond to the needs of stakeholders reported at that time.

The TOYA Group's Code of Good Pracce for Communicaon with Consumers and End Users and the Group's Code of Ethics will be implemented

throughout the Capital Group in 2026

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100

The TOYA Group Code of Ethics contains the most important principles guiding the Group's activities, including ethical

principles in sales and marketing activities, respect for consumer rights and concern for product quality.

The scope of the Codes covers the entire Group's activities, and both regulations are based on:

• OECD Guidelines for Multinational Enterprises - in relation to the protection of consumer interests, including

compliance with fair business, marketing and advertising practices in contacts with consumers and actions

taken by TOYA to ensure the appropriate quality of the products offered.

• UN Consumer Protection Guidelines – regarding transparency in consumer information about products,

applicable conditions, fees and final costs, privacy guidelines, complaints and disputes with consumers.

The Management Board of the Parent Company in the TOYA Capital Group is responsible for implementing the

provisions of the regulations.

In its activities, the organization respects human rights that are important for end users. This issue is regulated by the

Human Rights Policy in the Parent Company, ensuring the protection of human rights throughout the value chain. The

TOYA Capital Group did not identify a negative impact on the observance of human rights in the context of consumers

and end users in 2025 or as part of the double materiality assessment process, therefore no corrective measures were

applied in this area.

7.6.2. Consumer and End-User Collaboration Processes

TOYA Capital Group makes every effort to eliminate the risk of adverse product impact to the greatest possible extent.

The organization analyses market trends and responds to the needs of consumers, striving to create a situation in which

they can find products in the offer that meet their expectations. Opinions sent on an ongoing basis by users of TOYA

Capital Group online stores and opinions received in surveys sent in December 2024 as part of the double materiality

assessment process, in which the Management Board of the Parent Company was involved, are also taken into account.

At the same time, the principle of meeting all local legal requirements related to quality and safety is strictly observed.

As part of the double materiality assessment process, TOYA Capital Group did not identify a negative impact on

consumers and end users. Therefore, it has no corrective measures. Nevertheless, in accordance with the TOYA Capital

Group Code of Ethics, each of the companies in the capital group is to create channels for receiving and analysing reports

of violations of the Code. The companies provide reporting parties with a local channel that meets the needs and

expectations of stakeholders to the greatest extent possible. Reports can be made in person or by sending an e-mail to

dedicated addresses. Additionally, any comments and information about activities violating the provisions of the Code

of Good Practices in the field of communication with consumers and end users should be reported to the persons

responsible for contact with consumers, designated by the Management Board in each company of the TOYA Capital

Group. End users of TOYA Capital Group products can obtain support and necessary information by contacting the

Customer Service Office team. This applies not only to reports of problems with the use of the product, but also to

providing information on the product offer, deliveries or other questions related to sales in the online store.

Depending on the market, customers can use the Helpline, e-mail or forms available on the corporate website and

online store websites. Information can also be found in the regulations of online stores, which are posted on the store

websites at the bottom of the home page, in the Regulations section.

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As part of the after-sales service, a customer who has purchased a product can file a complaint or contact the service

department, e.g. regarding the purchase of spare parts. The Group provides appropriate channels and mechanisms for

reporting comments on the products offered and procedures for considering such reports.

All reports that reach the Customer Service Office of the online store are monitored and resolved.

There are no formal processes in the TOYA Capital Group that allow for assessing the extent to which consumers are

aware of the possibility of contacting the Customer Service Office and reporting, among other things, violations of the

Code of Ethics.

Activities undertaken on an ongoing basis by TOYA Capital Group companies related to material impacts on end users

include:

• reliable preparation of user manuals and product descriptions. Where required, characteristics, pictograms and

graphical or photographic references, energy labels and disposal methods are additionally attached.

• offering products and packaging that comply with the requirements of the REACH directive. In the case of

products that are intended for contact with skin or clothing, information about their composition is always

provided.

• conducting marketing strategies in accordance with the adopted market standards and TOYA values, expressed

in the TOYA Capital Group Code of Ethics.

• publishing clear product documentation containing an assembly drawing of the product with numbered

components and a list of spare parts intended for the product. This documentation allows the buyer to

familiarize themselves with the construction of the device and allows them to make a decision on how to

perform a post-warranty repair and possibly purchase spare parts and carry out the repair themselves.

In addition, TOYA Capital Group has a complaint process described in the regulations, which allows customers to easily

exercise all their rights arising from legal regulations or the organization's own guarantees. In the event of a complaint,

the consumer can count on free collection of the damaged product from the place indicated by them and consideration

of the complaint to the extent indicated in the complaint notification. In addition, TOYA Capital Group provides post-

warranty service, which includes the sale of spare parts and repairs in its own service centre.

The organization has not implemented a formal method of tracking and assessing the effectiveness of these activities.

During the double materiality assessment process, TOYA Capital Group did not identify any negative actual or potential

impacts on consumers or end users. Also, possible risks and opportunities related to consumers and end users were not

considered significant. In 2025, no serious issues and incidents concerning human rights related to consumers were

reported.

Despite the lack of material negative impacts, TOYA Capital Group has developed a Code of Good Practice in

Communication with Consumers and End Users. In the interests of the comfort of buyers, their safety and the proper

and trouble-free use of tools and devices, the products offered by TOYA Capital Group have carefully prepared and

legally required operating instructions and necessary descriptions, and if necessary, energy labels and methods of

product disposal are attached. The TOYA Capital Group did not adopt any goals related to the management of material

impacts related to end users in 2025. The Group does not plan to set goals related to impacts diagnosed in the double

materiality assessment process.

TOYA Capital Group has not adopted any targets for managing material impacts related to end users in 2025. The Group

does not plan to set targets for impacts diagnosed in the double materiality assessment process.

Despite this, TOYA Capital Group monitors the effectiveness of the adopted documents in order to manage material

impacts. This is evidenced by the number of reports received by the Customer Service Office. They are analysed in terms

of issues related to access to high-quality information, security or marketing practices. The lack of reports regarding

these areas indicates the effectiveness of the policies. On the other hand, in a situation where information appears from

a consumer about the lack of significant information in the instructions, actions are taken to correct it. There is no formal

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procedure in place that would determine the number of reports, the achievement of which would mean that the policies

adopted in TOYA Capital Group are ineffective. Our ambition is to completely eliminate such cases.

7.7. ESRS G1 BUSINESS CONDUCT

The Management Board of TOYA S.A. is responsible for all matters that are not reserved for the General Meeting of

Shareholders or the Supervisory Board. The Management Board manages the affairs of the Company and represents it

externally. The Supervisory Board is responsible for the ongoing supervision of the Company's activities. Within the

Supervisory Board of the parent company, an Audit Committee operates. Its role is to advise and support the Supervisory

Board in the performance of its control and oversight duties in the broadly understood area of financial reporting, in

accordance with the Act on Statutory Auditors, Audit Firms and Public Oversight. Information on the expertise and

qualifications of the members of the Management Board and the Supervisory Board has been disclosed in the ESRS 2

General Disclosures section.

TOYA Group’s material impacts, risks and opportunities related to business conduct were identified as part of the double

materiality assessment carried out between November 2024 and February 2025.

The course of the process, the methodology applied and stakeholder consultation activities are disclosed in this report

under ESRS 2 General Disclosures.

As part of the double materiality assessment process, the following were identified:

• an actual positive impact and a potential positive impact related to corporate culture;

• an actual positive impact and a potential positive impact related to the protection of whistleblowers;

• an actual impact, both negative and positive, related to the management of supplier relationships, including

payment practices;

• an actual positive impact and a potential positive impact related to the prevention of corruption.

7.7.1. Corporate governance in TOYA Capital Group

TOYA Capital Group manages significant revenues based on internally implemented and observed regulations in daily

operations, for the implementation of which the Management Board of the Parent Company is responsible. They apply

to all employees of the organization, and additionally the Procedure for reporting irregularities also includes people

who are not employed in the Group

Corporate

Governance Area

Adopted regulation

Key Content

Corporate culture

Code of Ethics

TOYA Capital Group adopted a Code of Ethics, which was implemented in the parent

company in the third quarter of 2025. The Group plans to implement the document in its

remaining companies in 2026. The Code sets out the key principles guiding the Company’s

operations, including respect for human rights, the prevention of corrupt practices and

avoidance of conflicts of interest, relations with customers, responsibility for impacts,

ethical relations with suppliers, environmental stewardship, and compliance with

applicable laws and market standards. The provisions of the Code of Ethics apply to

employees, co-workers and suppliers of TOYA Capital Group.

The Code of Ethics was developed based on, among others, the UN Guiding Principles on

Business and Human Rights and the OECD Guidelines for Multinational Enterprises,

including the principles and rights set out in the eight fundamental conventions referred to

in the International Labour Organization Declaration on Fundamental Principles and Rights

at Work, as well as the principles and rights contained in the International Bill of Human

Rights. However, the primary basis for defining the principles of conduct included in the

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document were TOYA’s core values: responsibility, development and profit orientation,

customer focus, and innovation.

Whistleblower

protection

Procedure for reporting

irregularities and

conducting explanatory

proceedings at TOYA S.A.

The procedure enables responding to non-compliance with regulations by identifying

violations and taking follow-up actions. The regulation also defines reporting channels. The

content of the procedure is made available on the Company's website.

Supplier relationship

management,

including payment

practices

Code of Ethics for TOYA S.A.

Group

Both documents include a commitment requiring suppliers to respect human rights,

provide fair working conditions, ensure safe and healthy working environments, and

conduct their business activities in an environmentally responsible manner. Since the third

quarter of 2025, the Supplier Code of Conduct has been replaced by the Code of Ethics,

which is intended to apply across all companies of TOYA Capital Group as well as to their

suppliers.

Prevention and

detection of

corruption, including

training

• TOYA S.A. Anti-

Corruption Code

• TOYA S.A. Gift

Policy

• Procedure for

the application

of anti-

corruption

clauses in

contracts

concluded by

TOYA S.A.

The Anti-Corruption Code defines the concepts of corruption and establishes rules and

principles that limit the risk of corruption, as well as actions in the event of its occurrence.

The Code is detailed in the Gift Procedure, which regulates the principles of giving and

receiving business gifts. The provisions of the Anti-Corruption Code are consistent with

Polish law, and thus indirectly refer to the United Nations Convention against Corruption.

The Group makes anti-corruption regulations available to employees on its internal IT

network. Additionally, as a rule, an anti-corruption clause is included in contracts with

contractors, obliging them to comply with the Anti-Corruption Code.

The corporate culture in the TOYA Capital Group is based on ethical business practices, building and developing trust

among customers and strict compliance with regulations. Part of the Mission and Vision adopted at the organizational

level are values - responsibility, orientation towards development and profit, customer-centricity and innovation. These

values accompany the Group in its daily functioning and are the foundation for making strategic and operational

decisions.

The corporate culture is shaped by the Group's management, which regularly communicates and reinforces values

through its actions, decisions and management method. The Group encourages employees to co-create the corporate

culture by providing access to the Intranet. Additionally, employees participate in compliance training, which raises

awareness of the Company's principles and values. The topics of compliance training include, among others, the

provisions of the anti-corruption code and other procedures related to minimizing the risk of corruption and the system

for reporting irregularities. Cyclic training is dedicated to all employees and people starting work in the organization.

Procedure for reporting irregularities and conducting explanatory proceedings in TOYA S.A. introduces mechanisms in

TOYA S.A. for identifying, reporting and investigating concerns related to conduct that is inconsistent with the provisions

concerning, among others, corruption, money laundering and supporting terrorism, product safety and compliance with

legal requirements, environmental protection, consumer protection, protection of privacy and personal data. The

Company accepts reports from internal or external stakeholders. In accordance with the provisions of the regulations,

whistleblowers may provide information through the provided safe, confidential and effective channels. Reports are

accepted orally or in writing, including using an online tool that guarantees anonymity.

An oral report may be made during a conversation with the Compliance Officer or Compliance Coordinator via the

Microsoft Teams program and - at the request of the whistleblower - during a direct meeting. A written report may be

sent to a dedicated e-mail address, by traditional mail to the registered office of TOYA S.A. and via the online platform.

The information provided is initially verified by the Compliance Officer or Compliance Coordinator. If the report is

deemed justified, an explanatory proceeding is initiated. During the proceedings, all employees of the organization are

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104

obliged to make available all documents and provide the information necessary to determine the circumstances of the

case being considered.

In accordance with the Procedure for reporting irregularities and conducting explanatory proceedings at TOYA S.A.,

persons submitting reports in good faith are protected against retaliatory actions. The organization ensures, among

other things, full protection of the confidentiality of the whistleblower's data and a limited circle of people with access

to the information covered by the report to the necessary minimum. The Management Board is responsible for the

protection of whistleblowers, which is obliged to respond to all attempts to take retaliatory actions. Consequences may

be drawn against employees who have taken retaliatory actions against the whistleblower, in accordance with the

provisions of labour, criminal and civil law.

The procedure for reporting irregularities in force in the Company does not specify matters related to incidents of

corruption or bribery, as priority, considering that each report should be considered quickly and efficiently.

No separate anti-corruption training is conducted due to the position held that is particularly exposed to the risk of

corruption, because preventing such cases applies to all employees to the same extent. At the same time, the TOYA S.A.

Gift Procedure distinguishes a category of exposed persons - these are members of the Management Board, members

of the Supervisory Board and persons managing individual departments, employees of the sales department, proxies,

as well as other persons indicated each time by a resolution of the Management Board due to their direct participation

in relations with contractors.

The procedure for reporting irregularities was consulted with employee representatives during the development of its

provisions. In the case of other regulations, no consultations were conducted with stakeholders.

7.7.2. Supplier Relationships

TOYA Capital Group manages supplier relations based on the Code of Ethics, which emphasizes the requirements of

respecting human rights, ensuring fair working conditions, occupational health and safety, and ecological responsibility.

The Group expects its suppliers to apply the same standards to their sub-suppliers. The Code of Ethics, and previously

the Supplier Code of Conduct, promotes corporate culture throughout the value chain.

TOYA Capital Group, through its two companies - YATO Tools (Shanghai) Co. Ltd. and YATO Tools (Jiaxing) Co. Ltd. -

maintains close contacts with factories and trading companies, which allows for effective local verification of quality

and compliance with standards. Visits to factories and warehouses additionally support responsible business practices,

which favours the selection of suppliers who comply with environmental and social standards.

The Group has not adopted policies regarding payments to suppliers, including with particular emphasis on small and

medium-sized enterprises. The business practice in the organization is to pay receivables on time agreed with

contractors.

Due to the different payment practices in the markets where TOYA Group operates, no formal policy has been adopted

to prevent late payments. Due to the size of the Company and the number of invoices processed, TOYA S.A. has

implemented an electronic document flow that supports the processing of documents from the moment they are

received to the moment they are recorded in the accounting records. This system defines the individual steps and rules

for accepting costs, which contributes to timely payment. In other companies in the TOYA Group, the invoice flow is

initiated by the purchasing department, and payments are made by the finance departments with the authority to make

payments.

The standard payment term for invoices issued to TOYA S.A. ranges from 7 to 30 days, and the average payment time

in 2025 was 27 days. Approximately 67% of payments in the Company related to the purchase of trading goods within

the Capital Group. In TOYA Romania, payment terms ranged from 7 to 180 days, with an average invoice payment time

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of 75 days. In the two companies operating in China, the payment term is 45 days from the moment goods are delivered

to the warehouse, and the average payment time was 45 days. In 2025, none of the companies were subject to any

legal proceedings concerning late payments.

7.7.3. Preventing corruption

The prevention of allegations or incidents related to corruption and bribery is based on the anti-corruption regulations

adopted in the Parent Company - the TOYA S.A. Anti-Corruption Code, the TOYA S.A. Gift Policy and the Procedure for

the Application of Anti-Corruption Clauses in Agreements Concluded by TOYA S.A. Information on the provisions of

these regulations is included in this report in chapter 7.7.1 - Business Conduct Policies and Corporate Culture.

TOYA S.A. has adopted procedures ensuring impartiality, objectivity and independence of conducting explanatory

proceedings regarding corruption. The unit responsible for receiving reports and taking follow-up actions in TOYA S.A.

is the Legal and Compliance Department, within which the Compliance Officer or Compliance Coordinator have been

authorized by the Company to perform these activities.

In order to maintain an appropriate level of impartiality and proper consideration of reports concerning members of

the company’s management board, the Compliance Officer or the Compliance Coordinator, the following solutions have

been adopted:

• if the report concerns a member of the Management Board – the report is accepted and follow-up actions are

taken by the Compliance Officer. The Compliance Officer shall immediately upon receipt of the report inform

the Chairman of the Supervisory Board. The member of the Management Board concerned by the report does

not have access to information about the course of the explanatory proceedings until it is completed.

• if the report concerns the Compliance Officer – the report is accepted and follow-up actions are taken by the

Compliance Coordinator. The Compliance Coordinator shall immediately upon receipt of the report inform the

Vice President of the Management Board, whose competence includes supervision over the compliance zone.

The Compliance Officer is excluded from all activities concerning the report in question, and also does not have

access to information about the course of the explanatory proceedings until it is completed.

• if the report concerns the Compliance Coordinator – the report is accepted and follow-up actions are taken by

the Compliance Officer. The Compliance Officer shall immediately upon receipt of the report inform the Vice

President of the Management Board, whose competence includes supervision over the compliance zone. The

Compliance Coordinator is excluded from all activities related to the report in question, and also does not have

access to information about the course of the investigation until it is completed.

Each explanatory proceeding ends with the submission to the Management Board of a detailed report summarizing the

actions and findings. If a violation of the law is found, the report includes a recommendation for remedial measures.

In order to raise the awareness of TOYA S.A. employees regarding the risks associated with corruption, the organization

undertakes to conduct regular training tailored to individual groups, including in particular new employees and people

working in departments particularly exposed to corruption. The Compliance Coordinator is responsible for fulfilling

training obligations by TOYA S.A. employees. Training programs are developed, with the support of the Compliance

Coordinator, by the Compliance Officer, ensuring their compliance with the currently applicable legal regulations and

taking into account the potential risks associated with the current activities of TOYA S.A. All employees are exposed to

the risk of corruption to a similar extent, therefore no positions particularly exposed to this risk have been identified.

Members of the Management Board and Supervisory Board are also covered by anti-corruption training. All training

includes the definition of corruption, internal regulations in force in the Company regarding the prevention of

corruption, as well as information on actions taken in the event of a suspected case of corruption.

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The table below presents information on training in all companies forming the TOYA Capital Group. Members of the

Management Board of TOYA S.A. hold functions in other companies of the TOYA Capital Group, so in order to avoid

double counting, the table presents information on training for the Management Board and Supervisory Board of the

Parent Company. YATO Tools (Shanghai) Co., Ltd. and YATO Tools (Jiaxing) Co., Ltd. have identified employees who are

particularly exposed to the risk of corruption.

Management Board

of TOYA S.A.

Supervisory Board of

TOYA. S.A.

Employees

Employees at risk of

corruption

Number of people

547

Number of people

undergoing training

384

Duration and nature of

training

1 hour of mandatory

training

1 hour of mandatory

training

In Poland it is 1 hour of

mandatory training. In

China half-hour of optional

training. In Romania the

training is optional.

In China 1 hours of

mandatory training.

Frequency of training

Once a year

In companies in China,

training is held once a

quarter.

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8. STATEMENT ON THE APPLICATION OF CORPORATE

GOVERNANCE PRINCIPLES

In accordance with § 72(7)(5) of the Regulation of the Minister of Finance of 6 June 2025 on current and periodic

information disclosed by issuers of securities and on conditions for recognising as equivalent information required by

the laws of a non-member state (“the Regulation”), the Management Board of the Company hereby presents its

statement on corporate governance applied in 2025.

8.1. PRINCIPLES OF CORPORATE GOVERNANCE

Indication of the set of corporate governance rules governing the Parent Company and the place where the set is

publicly available

From 1 July 2021, the Company applies the corporate governance principles set out in the "Best Practices of WSE Listed

Companies 2021", attached to the Resolution of the Stock Exchange Supervisory Board No. 13/1834/2021 of 29 March

2021, the content of which is publicly available on the website of the Warsaw Stock Exchange S.A. at the address:

https://www.gpw.pl/dobre-praktyki2021.

The text of the statements regarding each year with an indication of the extent to which the Company declared

compliance with the rules mentioned above, is available on the Company's website at: https://toya.pl/lad-korporacyjny

in the "Best practices" tab.

The Company does not apply any corporate governance practices that go beyond the requirements of local law.

An indication to the extent that the Parent Company departed from the provisions of the set of principles of corporate

governance, with an indication of those provisions and the reasons for the withdrawal.

Pursuant to Article 29.3 of the Regulations of the Warsaw Stock Exchange S.A., the Management Board of the Company

presented "Information on the status of the Company's application of the recommendations and principles contained

in the Best Practices of WSE Listed Companies 2021" in the EBI report No. 1/2021 of 2 August 2021. In reference to the

content of this document, in 2025 the Company complied with the detailed rules contained in the "Best Practices of

WSE Listed Companies 2021", with the exception of the following:

RULE

NUMBER

CONTENT OF THE RULE

EXPLANATION OF THE REASONS FOR THE COMPANY'S DEVIATION

FROM THE PRINCIPLE:

1.3.1.

Companies integrate ESG factors in their business strategy,

including in particular environmental factors, including

measures and risks relating to climate change and

sustainable development

In its business strategy, the Issuer does not include ESG factors, which

include environmental factors, including measures and risks relating

to climate change and sustainable development. The Issuer is aware

of the growing importance of non-financial reporting as well as ESG

issues, therefore, meeting the expectations of various stakeholder

groups, it will consider taking steps to implement and apply this

principle.

1.3.2.

Companies integrate ESG factors in their business strategy,

including in particular social and employee factors, including

among other actions taken and planned to ensure equal

treatment of women and men, decent working conditions,

respect for employees’ rights, dialogue with local

communities, customer relations.

In its business strategy, the Issuer does not include ESG factors,

including social and employee factors, including among others

actions taken and planned to ensure equal treatment of women and

men, decent working conditions, respect for employees’ rights,

dialogue with local communities, customer relations. The Issuer is

aware of the growing importance of non-financial reporting as well as

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RULE

NUMBER

CONTENT OF THE RULE

EXPLANATION OF THE REASONS FOR THE COMPANY'S DEVIATION

FROM THE PRINCIPLE:

ESG issues, therefore, meeting the expectations of various

stakeholder groups, it will consider taking steps to implement and

apply this principle. The Issuer and the entire TOYA S.A. Capital Group

pays particular attention to the issues related to the core values to

which this principle applies.

1.4.

To ensure quality communications with stakeholders, as a

part of the business strategy, companies publish on their

website information concerning the framework of the

strategy, measurable goals, including in particular long-term

goals, planned activities and their status, defined by

measures, both financial and non-financial. ESG information

concerning the strategy should among others:

The Issuer presents its Strategy within periodic reports. This

information does not contain all the elements set out in this rule. If

the Strategy document is formally adopted and disclosed in

accordance with applicable regulations, it will be made available to

stakeholders on the website. The Issuer is aware of the growing

importance of non-financial reporting as well as ESG issues,

therefore, meeting the expectations of various stakeholder groups, it

will consider taking steps to implement and apply this principle.

1.4.1.

explain how the decision-making processes of the company

and its group members integrate climate change, including

the resulting risks;

The Issuer's current Strategy does not take into account the ESG

issues. The Issuer is aware of the growing importance of non-financial

reporting as well as ESG issues, therefore, meeting the expectations

of various stakeholder groups, it will consider taking steps to

implement and apply this principle.

1.4.2.

present the equal pay index for employees, defined as the

percentage difference between the average monthly pay

(including bonuses, awards and other benefits) of women

and men in the last year, and present information about

actions taken to eliminate any pay gaps, including a

presentation of related risks and the time horizon of the

equality target.

The Strategy presented by the Issuer in its periodic reports does not

address the issues raised in this principle. The Issuer pursues an active

policy in the field of working conditions and employee pay, providing

the Company with staff that contributes to the organic growth of the

organization.

1.5.

Companies disclose at least on an annual basis the amounts

expensed by the company and its group in support of

culture, sports, charities, the media, social organisations,

trade unions, etc. If the company or its group pay such

expenses in the reporting year, the disclosure presents a list

of such expenses.

The Issuer does not disclose the expenses incurred by the Issuer and

its group for supporting culture, sports, charities, media, social

organizations, trade unions, etc. The reason for this is the marginal

scale of this type of expenses from the point of view of the Company's

financial situation.

1.6.

Companies participating in the WIG20, mWIG40 or sWIG80

index hold on a quarterly basis and other companies hold at

least on an annual basis a meeting with investors to which

they invite in particular shareholders, analysts, industry

experts and the media. At such meetings, the management

board of the company presents and comments on the

strategy and its implementation, the financial results of the

company and its group, and the key events impacting the

business of the company and its group, their results and

outlook. At such meetings, the management board of the

company publicly provides answers and explanations to

questions raised.

The Issuer enables investors, analysts, shareholders and

representatives of the media to ask questions and obtain

explanations on topics of interest to these persons, provided that the

applicable law provides for such a possibility. The implementation of

this principle takes place in the form of direct meetings with the

above-mentioned stakeholders or answers to questions in electronic

form.

2.1.

Companies should have in place a diversity policy applicable

to the management board and the supervisory board,

approved by the supervisory board and the general meeting,

The Issuer does not have a diversity policy towards the Management

Board and the Supervisory Board adopted by the Supervisory Board

or the General Meeting, respectively. Nevertheless, the principle of

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RULE

NUMBER

CONTENT OF THE RULE

EXPLANATION OF THE REASONS FOR THE COMPANY'S DEVIATION

FROM THE PRINCIPLE:

respectively. The diversity policy defines diversity goals and

criteria, among others including gender, education,

expertise, age, professional experience, and specifies the

target dates and the monitoring systems for such goals. With

regard to gender diversity of corporate bodies, the

participation of the minority group in each body should be

at least 30%.

diversity among its bodies is close to the Issuer and constitutes an

added value for the organization. The Issuer ensures that the bodies

are composed of persons with the broadest possible scope of

competences and qualifications. The members of the Supervisory

Board are elected by the General Meeting, while the Management

Board is appointed by the Supervisory Board. Despite the lack of a

diversity policy, the Issuer is deeply convinced that the General

Meeting and the Supervisory Board, when selecting the Supervisory

Board and the Management Board, are guided primarily by the

interests and needs of the Issuer to ensure a diverse pool of talents

necessary to meet the challenges faced by the Issuer. The above can

be confirmed by the current composition of the Supervisory Board

and the Management Board, which ensures diversity in terms of

education, specialist knowledge and age.

2.2.

Decisions to elect members of the management board or the

supervisory board of companies should ensure that the

composition of those bodies is diverse by appointing

persons ensuring diversity, among others in order to achieve

the target minimum participation of the minority group of at

least 30% according to the goals of the established diversity

policy referred to in principle 2.1.

The members of the Supervisory Board are elected by the General

Meeting, while the Management Board is appointed by the

Supervisory Board. Despite the lack of a diversity policy, the Issuer is

deeply convinced that the General Meeting and the Supervisory

Board, when selecting the Supervisory Board and the Management

Board, are guided primarily by the interests and needs of the Issuer

to ensure a diverse pool of talents necessary to meet the challenges

faced by the Issuer. The above can be confirmed by the current

composition of the Supervisory Board and the Management Board,

which ensures diversity in terms of education, specialist knowledge

and age.

2.7.

A company’s management board members may sit on

corporate bodies of companies other than members of its

group subject to the approval of the supervisory board.

A member of the Management Board may not, without the consent

of the General Meeting, deal with competitive interests or participate

in a competitive company as a partner in a civil partnership,

partnership or as a member of a ruling body of a company, or

participate in another competitive legal person as a member of a

ruling body. This prohibition also covers participation in a competitive

company, if a Management Board Member holds at least 10% of

shares or stocks or the right to appoint at least one Management

Board Member. The prohibition does not apply to performing

functions in entities belonging to the capital group of the Company.

2.11.5.

In addition to its responsibilities laid down in the legislation,

the supervisory board prepares and presents an annual

report to the annual general meeting once per year. Such

report includes at least the following:

assessment of the rationality of expenses referred to in

principle 1.5;

The Issuer does not disclose the expenses incurred by the Issuer and

its group for supporting culture, sports, charities, media, social

organizations, trade unions, etc. The reason for this is the marginal

scale of this type of expenses from the point of view of the Company's

financial situation.

2.11.6.

In addition to its responsibilities laid down in the legislation,

the supervisory board prepares and presents an annual

report to the annual general meeting once per year. Such

report includes at least the following:

information regarding the degree of implementation of the

diversity policy applicable to the management board and the

Due to the fact that the Issuer does not have a diversity policy

towards the Management Board and the Supervisory Board adopted

by the Supervisory Board or the General Meeting, respectively (for

the entirety of the justification, see rule 2.1.), the annual report of the

Supervisory Board referred to in rule 2.11 does not contain the

information referred to in rule 2.11.6.

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RULE

NUMBER

CONTENT OF THE RULE

EXPLANATION OF THE REASONS FOR THE COMPANY'S DEVIATION

FROM THE PRINCIPLE:

supervisory board, including the achievement of goals

referred to in principle 2.1.

3.3.

Companies participating in the WIG20, mWIG40 or sWIG80

index appoint an internal auditor to head the internal audit

function in compliance with generally accepted

international standards for the professional practice of

internal auditing. In other companies which do not appoint

an internal auditor who meets such requirements, the audit

committee (or the supervisory board if it performs the

functions of the audit committee) assesses on an annual

basis whether such person should be appointed.

As at the date of publication of this statement, the Issuer has not

appointed an internal auditor to manage the internal audit function.

The Issuer and the Audit Committee assess on an ongoing basis the

legitimacy of the organizational separation of internal audit and, if

there is a need for such separation, the Issuer will consider appointing

such an auditor.

3.6.

The head of internal audit reports organisationally to the

president of the management board and functionally to the

chair of the audit committee or the chair of the supervisory

board if the supervisory board performs the functions of the

audit committee.

The principle is not applied due to the fact that the Company has not

appointed a person to manage internal audit. The Issuer monitors the

needs of conducting an audit of individual areas of the Company's

operations on an ongoing basis.

3.10.

Companies participating in the WIG20, mWIG40 or sWIG80

index have the internal audit function reviewed at least once

every five years by an independent auditor appointed with

the participation of the audit committee.

The principle is not applied as the Issuer has not yet distinguished an

internal audit unit and has not separated the position of the person

managing the internal audit function.

4.3.

Companies provide a public real-life broadcast of the general

meeting

The Issuer does not provide publicly available real-time broadcasts of

general meetings. The Issuer will monitor the demand of potential

stakeholders for access to real-time broadcasts of the general

meeting.

4.8.

Draft resolutions of the general meeting on matters put on

the agenda of the general meeting should be tabled by

shareholders no later than three days before the general

meeting

The issuer encourages shareholders to submit draft resolutions of the

general meeting on matters introduced to the agenda of the general

meeting within a time allowing them to be read, but the Company's

internal regulations do not provide for the deadline referred to in this

rule.

4.9.1.

If the general meeting is to appoint members of the

supervisory board or members of the supervisory board for

a new term of office:

candidates for members of the supervisory board should be

nominated with a notice necessary for shareholders present

at the general meeting to make an informed decision and in

any case no later than three days before the general

meeting; the names of candidates and all related documents

should be immediately published on the company’s website.

The Issuer encourages shareholders to propose candidates for the

Supervisory Board in time allowing them to become acquainted with

their professional experience and competences, but the Company's

internal regulations do not provide for a deadline for submitting

candidates. On the other hand, the rule is applied in the scope of

immediate publication by the Issuer of the candidates together with

a complete set of materials concerning them on the Company's

website, provided that the candidates are submitted within the time

limit specified in the rule in question.

4.14.

Companies should strive to distribute their profits by paying

out dividends. Companies may retain all their earnings

subject to any of the following criteria: a) the earnings are

minimal and consequently the dividend would be immaterial

in relation to the value of the shares; b) the company reports

uncovered losses from previous years and the earnings are

used to reduce such losses; c) the company can demonstrate

The intention of the rule is close to the Issuer. The Issuer's

Management Board, in each application to the General Meeting as to

the method of profit distribution for a given financial year, presents,

together with the justification, its recommendations, which may

include, inter alia, the current and projected financial situation of the

Company and its capital group, further development strategy,

including investment plans. The issuer shall immediately disclose the

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RULE

NUMBER

CONTENT OF THE RULE

EXPLANATION OF THE REASONS FOR THE COMPANY'S DEVIATION

FROM THE PRINCIPLE:

that investment of the earnings will generate tangible

benefits for the shareholders; d) the company generates

insufficient cash flows to pay out dividends; e) a dividend

payment would substantially increase the risk to covenants

under the company’s binding credit facilities or terms of

bond issue; f) retention of the company’s earnings follows

recommendations of the authority which supervises the

company by virtue of its business activity.

information in question to the public, and the above-mentioned

application is assessed by the Supervisory Board. The final decision,

taking into account the essential needs of the Issuer, the catalogue of

which may exceed the premises indicated in the principle, is made by

the Issuer's General Meeting.

8.2. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM IN RELATION TO

THE FINANCIAL STATEMENTS PREPARATION PROCESS

Description of basic features of internal control and risk management systems applied in the Company with respect

to the process of preparing the stand alone and consolidated financial statements.

The Management Board of the Company is responsible for the internal control system within the Company and its

effectiveness in the process of preparing financial statements and periodic reports, prepared and published in

accordance with the Regulation of the Minister of Finance of 6 June 2025 on current and periodic information disclosed

by issuers of securities and on conditions for recognising as equivalent information required under the laws of a non-

member state. The Company applies internal control systems in the area of accounting and financial reporting, ensuring

a reliable and transparent presentation of its financial and asset position. The Company maintains documentation

describing the adopted accounting principles, specifying methods for measuring assets and liabilities and determining

financial results, as well as the manner of keeping accounting books and the system for protecting data and data sets.

The adopted accounting principles are applied on a continuous basis, ensuring comparability of financial statements

under the going concern principle and prudent valuation.

The Company’s financial statements are audited by authorised entities selected by resolution of the Supervisory Board.

The statements are published in accordance with applicable legal regulations.

The accounting books are maintained by the Company in the SAP R3 IT system. Access to the IT system’s information

resources is restricted through appropriate authorisations granted to employees solely within the scope of their duties.

The Chief Financial Officer supervises, from a substantive perspective, the process of preparing the Company’s financial

statements and periodic reports.

The organisation of work related to the preparation of annual and interim financial statements falls within the

responsibilities of the accounting and controlling departments.

The financial statements, prepared by the accounting department in cooperation with the controlling department, after

approval by the Chief Financial Officer and before publication, are subject to verification by the Management Board and

the Supervisory Board of the Company.

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8.3. SHAREHOLDERS HOLDING SUBSTANTIAL BLOCKS OF SHARES

Shareholders who hold, directly or indirectly, major blocks of shares, the number of shares held by such entities, their

percentage share in the share capital, the number of votes resulting from them and their percentage share in the

total number of votes at the general meeting.

The table below presents the ownership structure of shareholders who hold, directly or indirectly, major blocks of shares

of TOYA S.A., the number of shares held by such entities, their percentage share in the share capital, the number of

votes resulting from them and their percentage share in the total number of votes at the general meeting as of

31 December 2025 (status according to the best of the Company's knowledge and to information provided to Company

by its shareholders):

Name

Status

Number of shares /

number of votes at

the General Meeting

Nominal value

of one share in

PLN

Nominal value of

shares in PLN

Percentage share in the

share capital/Percentage

share in the total number of

votes at the general meeting

Jan Szmidt

natural person

28 284 304

0.1

2 828 430.40

37.69%

Romuald Szałagan

natural person

9 652 290

0.1

965 229.00

12.86%

Generali OFE

natural person

5 001 147

0.1

500 114.70

6.66%

Others - share below 5%

not applicable

32 104 485

0.1

3 210 448.50

42.79%

TOTAL

75 042 226

7 504 222.60

100.00%

Between the date of submission of the previous periodic report (i.e. from 6 November 2025) and 31 December 2025,

as well as after the end of 2025 until the date of approval of this report for publication, there were no changes in the

ownership structure of significant blocks of TOYA S.A. shares.

The Parent Company is not aware of any agreements that could result in future changes in the proportions of shares

held by current shareholders.

8.4. SECURITIES GIVING SPECIAL CONTROL RIGHTS

Indication of the owners of any securities, which provide special control rights, together with the description of the

rights (§ 70 section 6 point 5 letter e of the Regulation).

All shares in the Company are ordinary bearer shares which provide no special control rights. Apart from shares, the

Parent Company issued no other securities.

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8.5. LIMITATION OF RIGHTS FROM SHARES

Indication of any restrictions on the exercise of voting rights, such as restrictions on the exercise of voting rights by

holders of a specific part or number of votes, time restrictions on the exercise of voting rights or provisions according

to which capital rights related to securities are separated from the possession of securities (§ 70 sec. 6 item 5 letter f

of the Regulation).

Shares in the Company do not involve any restrictions with respect to exercising voting rights. Pursuant to the Articles

of Association of TOYA S.A., each share carries one vote at the General Shareholders’ Meeting.

Limitations in transferring the ownership right to the issuer’s securities

In 2025, there were no restrictions on the transfer of ownership of the Company's securities.

8.6. DESCRIPTION OF THE RULES FOR CHANGING THE ISSUER'S STATUTE

The Company's Articles of Association are amended in accordance with the provisions of the Commercial Companies

Code. Resolutions on amendments to the Articles of Association that increase the benefits of shareholders or reduce

the rights granted personally to individual shareholders require the consent of all shareholders affected by them.

8.7. GENERAL SHAREHOLDERS MEETING

The functioning of the General Shareholders’ Meeting, its basic entitlements, the rights of shareholders and the

manner of exercising these rights and entitlements, and in particular the rules set forth by the Bylaws of the General

Meeting of Shareholders provided such bylaws have been adopted, unless such information is determined directly

by the provisions of law.

The proceedings of the General Meeting of Shareholders of "TOYA" S.A. are held in accordance with generally applicable

provisions of law, in particular the provisions of the Commercial Companies Code, the Company's Articles of Association

and the provisions of the Regulations of the General Meeting (available: https://toya.pl/materialy-dla-inwestorow).

The General Meeting is held as ordinary or extraordinary. An extraordinary General Meeting is convened by the

Management Board on its own initiative, at the written request of the Supervisory Board or at the request of

shareholders representing at least 1/20 of the share capital, submitted to the Management Board in writing or in

electronic form. The request to convene the General Meeting should specify the matters put on the agenda or include

a draft resolution regarding the proposed agenda. The convening of an extraordinary General Meeting at the request

of the Supervisory Board should take place within two weeks from the date of submitting the request.

The Supervisory Board convenes the General Shareholders’ Meeting:

a) if the Company’s Management Board failed to convene the Ordinary General Shareholders’ Meeting within the

prescribed period,

b) if, despite the submission of a request by the Supervisory Board, the Company’s Management Board failed to

convene the General Shareholders’ Meeting in time, or

c) whenever it deems such meeting necessary.

Shareholders may participate in the General Shareholders’ Meeting using electronic means of communication, on

conditions specified in detail by the Management Board.

The General Meeting may adopt resolutions regardless of the number of shareholders present at the meeting or the

represented shares, unless otherwise provided in the provisions of law.

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Resolutions of the General Shareholders’ Meeting are adopted by an absolute majority of votes, unless the provisions

of law or these Articles of Association provide otherwise. Resolutions of the General Shareholders’ Meeting are adopted

by the majority of ¾ votes cast with respect to the following issues:

a) amendments to the Articles of Association, including issue of new shares,

b) issue of convertible bonds or bonds with pre-emptive rights to acquire shares,

c) merger of the Company with another company,

d) decrease of the share capital,

e) redemption of shares,

f) disposal of the Company’s enterprise or its organised part,

g) dissolution of the Company.

The resolutions amending the Articles of Association on the increase of the shareholders’ benefits or limiting the rights

granted to individual shareholders require the consent of all affected shareholders.

Resolutions of the General Shareholders’ Meeting are binding upon all bodies of the Company, as well as all

shareholders, including shareholders who are not present on the General Shareholders’ Meeting.

The competences of the General Meeting of Shareholders include adopting resolutions concerning the following issues:

a) considering and approving the Management Board and Supervisory Board’s report and the financial statements,

b) acquisition of own shares,

c) merger of the Company or transformation of the Company,

d) determination of remuneration of the Supervisory Board members,

e) creation and liquidation of special funds,

Acquisition and disposal of real property, right of perpetual usufruct or share in a real property by the Company does

not require a consent of the General Shareholders’ Meeting.

The General Meeting may at any time adopt a resolution to convene an Extraordinary General Meeting, resolutions

regarding the announced agenda and resolutions of an administrative nature, including:

a) a resolution to change the order of discussion of individual items on the agenda,

b) a resolution to remove individual matters from the agenda,

c) a resolution on the manner of voting,

d) a resolution to adjourn the meeting.

Participation of Members of the Management Board and Supervisory Board in the General Meeting:

a) participate in a composition that allows for providing substantive answers to questions asked during the General

Meeting. In the event that the participation of any member of these bodies is impossible for important reasons,

the Participants of the General Meeting will be presented with the reasons for their absence.

b) should, within the limits of their competences and to the extent necessary to resolve matters covered by the

agenda, provide Participants with explanations and information concerning the Company, subject to restrictions

resulting from applicable regulations.

c) in cases requiring detailed, specialist knowledge in a given field, they may indicate a person from among the

Company's employees who will provide such information or explanations. The auditor auditing the Company's

financial statements is invited to the General Meeting, in particular when the agenda includes an item concerning

the Company's financial matters.

Opening of the General Meeting and election of the Chairman

The Chairman of the Supervisory Board opens the General Meeting (in the event of his absence – the Vice-Chairman

of the Supervisory Board, or the person indicated above) and has the powers of the Chairman until he is elected.

The person opening the General Meeting orders and conducts the election of the Chairman of the General Meeting

from among the persons entitled to vote. Each Participant of the General Meeting has the right to run for the

Chairman, as well as to submit one candidacy for this position. The nominated candidate is entered on the list of

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candidates after submitting a declaration that he accepts the candidacy. The Chairman of the General Meeting is

elected in a secret ballot. The person opening the General Meeting supervises the proper course of the vote and

announces its results.

Chairman of the General Meeting, among others:

a) ensures the efficient course of the proceedings and respects for the rights and interests of all shareholders.

b) should counteract, in particular, the abuse of powers by Participants and ensure that the rights of minority

shareholders are respected.

c) his duties and powers include, among others, determining whether the General Meeting has been properly

convened and is capable of adopting resolutions; presenting the announced agenda of the General Meeting;

granting and taking away the floor from a Participant who speaks clearly off-topic or violates the principles of

decent conduct with his speech; ordering voting and ensuring its proper course and announcing its results;

ordering breaks in the proceedings, subject to the provisions of the Regulations of the General Meeting; closing

the General Meeting after the established agenda has been exhausted.

d) has the right to appoint a Secretariat of the General Meeting consisting of 1-3 persons.

e) has the right to consult a notary, lawyers and other independent consultants engaged by the Management

Board of the Company to service the General Meeting. The Chairman informs the audience of their presence

at the General Meeting.

f) may order a short break in the proceedings, in particular in order to: enable the formulation of motions, agree

on the positions of the Participants, seek the opinion of the persons referred to in § 6 section 5 of the Rules of

Procedure of the General Meeting, enable the Management Board and the Supervisory Board to take a

position, in other cases where this is required, in particular when the General Meeting lasts longer than 2 hours.

The breaks ordered by the Chairman cannot be aimed at hindering the Participants from exercising their rights. If a

break in the proceedings were to cause the General Meeting to be adjourned until at least the following day, it is

necessary for the General Meeting to adopt an appropriate resolution by a majority of 2/3 of the votes. In total, such

breaks cannot last longer than 30 days.

Rights of the Participants of the General Meeting

Each Participant of the General Meeting is entitled to submit a motion on a formal matter. Motions on formal matters

are considered to be motions on the manner of deliberation and voting, and in particular on: adjourning or closing the

discussion, breaks in the proceedings, the order of voting on motions submitted within a given agenda item, closing the

list of candidates in elections.

Motions submitted on formal matters are decided by the Chairman, and in the event of an objection to his decision

submitted by a Participant - by voting.

Subject to the provisions of § 8 of the Regulations of the General Shareholders’ Meeting, every Participant should voice

their opinion only on matters covered by the adopted agenda which are currently being considered, in particular by asking

questions to the representatives of the Company. Motions concerning draft resolutions or amendments thereof should be

submitted, along with their justification, in writing to the Secretariat, or in the case of lack thereof, to the Chairperson.

When taking the floor or submitting a motion, the Participant should provide their full name and, if they are not applying

on their own behalf, also details of the shareholder they are representing.

The Chairman grants the floor in the order of applications, and for the delivery of a reply - after the list of speakers on

a given matter covered by the agenda has been exhausted. The Chairman may grant the floor to members of the

Supervisory Board and the Management Board of the Company out of turn. A participant may also express his/her

opinion by submitting a written statement, question or motion. After the list of speakers has been exhausted, the

Chairman informs the General Meeting of the content of such statements and arranges for explanations to be provided,

and if necessary, puts the submitted motions to a vote. In the event of doubts as to the wording of the motion being

voted on, the Participant may ask the Chairman to read its content before the vote. A Participant of the General Meeting

who, after the General Meeting has adopted a resolution against which he/she voted, requested that the objection be

recorded, has the opportunity to present a concise justification for this objection.

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Questions asked in connection with the General Meeting, together with the answers provided to them, are posted on

its website by the Company immediately after the end of the General Meeting.

Adoption of a resolution

A resolution is considered adopted if its adoption is supported by shareholders representing the majority of votes

required in accordance with the provisions of the Commercial Companies Code or the Articles of Association. If

proposals for amendments have been submitted to the draft resolution, these proposals, subject to § 8 section 2 of the

Rules of Procedure of the General Meeting, are put to a vote in the order established by the Chairman, and then the

entire draft resolution, together with the adopted amendments, is put to a vote.

A secret ballot is not ordered in the case of votes on motions on formal matters. Voting and counting of votes is carried

out with the help of a computer-based vote counting company or in another manner specified in the voting instructions

submitted by the Chairman.

Voting on the Supervisory Board

The General Meeting determines the number of members of the Supervisory Board for a given term. Voting for

members of the Supervisory Board takes place separately for each candidate, in a secret ballot, by a simple majority of

votes. A vote cast for more candidates than the number of mandate positions is an invalid vote. The Supervisory Board

is composed of candidates who, by obtaining a simple majority of votes, received the largest number of them, and in

the event of an equal number of votes for the last mandate position, a second vote for these candidates is held, applying

the above principles accordingly.

A special voting procedure is ordered by the Chairperson of the General Shareholders’ Meeting in the case of group

elections to the Supervisory Board. Upon the motion of shareholders representing at least one fifth of the share capital,

the Supervisory Board should be elected by way of voting in separate groups even if the Articles of Association provide for

a different manner of appointment of the Supervisory Board. During a group ballot, one share corresponds to one vote.

Groups of shareholders are created at the General Shareholders’ Meeting in order to elect members of the Supervisory

Board, provided that the number of created groups corresponds to the number of posts to be appointed in the Supervisory

Board. A shareholder can only be a member of one voting group. The minimum number of shares needed for creating a

group is established by dividing the number of shares represented at the General Shareholders’ Meeting by the number of

mandates to be appointed in the Supervisory Board. The group of shareholders is entitled to elect the number of members

of the Supervisory Board equal to the number of times the shares represented by it exceed the calculated minimum.

Groups of shareholders can merge in order to make optimal use of jointly held shares to elect members of the Supervisory

Board. For each group, the Chairperson orders a separate attendance list to be prepared. Each group holds a vote for the

chairperson of the meeting of a given group, who will ensure organisation of the ballot within the group, i.e. proposing

candidates, holding ballots and minutes from the group’s meeting being drawn up by the notary public. Each of the

established groups is provided with a separate room to hold the elections unless this is impossible for organisational

reasons. In such a case, groups take turns and use a single room. Each group holds the ballot before the notary public who

draws up the minutes; the order is determined by the Chairperson of the General Shareholders’ Meeting.

After holding a group ballot, the chairperson of the group delivers written results of secret ballots held in groups to the

Chairperson of the General Shareholders’ Meeting. The Chairperson of the General Shareholders’ Meeting announces

the composition of the Supervisory Board after collecting all results of group ballots.

Resolutions of the General Shareholders’ Meeting are recorded in the minutes by the notary public, otherwise being

null and void. The minutes are signed by the notary public and the Chairperson of the General Shareholders’ Meeting.

The minutes declare that the General Shareholders’ Meeting has been convened correctly and can adopt resolutions;

they also list the adopted resolutions and, next to each of them, the number of shares from which valid votes were cast,

the percentage of these shares in the share capital, the total number of valid votes, the number of votes for, against

and withheld as well as voiced objections. The minutes are supplemented by the attendance list with signatures of the

Participants. The Management Board of the Company enters the extract from the minutes to the minutes book. The

minutes book is also supplemented with evidence for convening the General Shareholders’ Meeting.

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On its website, the Parent Company publishes the ballot results within a week of the conclusion of the General Meeting.

The ballot results will be available until the deadline for appealing against the resolution of the General Shareholders’

Meeting.

General Shareholders’ Meetings can be recorded; in such cases, the recording of the meeting will be published on the

Company’s website immediately after conclusion of the General Shareholders’ Meeting.

8.8. MANAGEMENT BOARD, SUPERVISORY BOARD AND AUDIT COMMITTEE

Description of the rules for appointing and dismissing managers and their powers, in particular the right to decide on

the issue or redemption of shares.

Description of the activities of the issuer's management, supervisory or administrative bodies and their committees,

together with an indication of the personal composition of these bodies and changes that have occurred in them

during the last financial year.

In relation to the audit committee or, respectively, the supervisory board or other supervisory or control body in the

event that this body performs the duties of the audit committee, an indication:

a) on individuals who meet the statutory independence criteria;

b) on individuals who have knowledge and skills in the field of accounting or auditing of financial statements,

with an indication of the method of their acquisition;

c) on individuals who have knowledge and skills in the industry in which the Company operates, including the

manner of acquiring the same,

d) whether the Company has been provided with any permitted non-audit services by the auditing firm

examining its financial statements, and whether the independence of this auditing firm has been assessed

and the consent for the provision of such services has been given,

e) main assumptions of the developed policy for selecting an audit firm to audit or attest sustainability

reporting and the policy for the provision of permitted services other than audit or attest sustainability

reporting by the audit firm conducting the audit or attest sustainability reporting, by entities related to that

audit firm and by a member of the audit firm’s network,

f) whether the recommendation regarding the selection of an audit firm to carry out the audit met the

applicable conditions, and where the selection of the audit firm was not related to the extension of the

agreement for the auditing of financial statements – whether such recommendation was prepared following

the selection procedure organised by the Issuer and whether it complied with the applicable criteria,

g) number of meetings of the Audit Committee or Supervisory Board or other supervisory or controlling body

held,

h) in case the functions of the Audit Committee are performed by the Supervisory Board or other supervisory

or controlling body - information on which statutory conditions allowing such situation were met, along with

necessary supporting data.

8.8.1. Management Board

In accordance with the Articles of Association of TOYA S.A., the Management Board consists of one to seven members,

including the President of the Management Board and, where the Management Board is composed of more than one

member, a Vice-President of the Management Board. The number of members for a given term of office is determined

by the Supervisory Board. Members of the Management Board are appointed for a joint three-year term, and their

mandates expire no later than on the date of the General Meeting approving the financial statements for the last full

financial year in which they performed their duties.

Members of the Management Board are appointed and dismissed by the Supervisory Board.

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The composition of the Company’s Management Board is 100% male and is as follows:

a) Grzegorz Pinkosz – President of the Management Board; associated with TOYA S.A. since 1999 and serving as

President of the Management Board of TOYA S.A. since 2009. In 2025, Grzegorz Pinkosz also served as Vice-

President of the Management Board of YATO Tools (Shanghai) Co., Ltd., Member of the Management Board of

YATO Tools (Jiaxing) Co., Ltd., and Administrator of TOYA Romania S.A

b) Maciej Lubnauer – Vice-President of the Management Board; graduated from the Faculty of Technical Physics

and Applied Mathematics at the Lodz University of Technology and the Faculty of Management at the

University of Warsaw. He is a member of ACCA (Association of Chartered Certified Accountants). Since 2012,

he has served as Chief Financial Officer of TOYA S.A. He has many years of experience as a finance director in

various companies across different industries.

c) Robert Borys – Vice-President of the Management Board; associated with the Company since 2004. Since 2009,

he has served as Director of the IT Department. Since 2021, he has acted as Censor of TOYA Romania S.A., a

subsidiary of the TOYA Capital Group based in Bucharest.

d) Jan Jakub Szmidt – Vice-President of the Management Board; graduate of the Faculty of Business

Administration at the Wroclaw School of Banking. In 2021, he was appointed Market Analysis Specialist at TOYA

S.A. Since 2024, he has also been a Member of the Management Board of YATO Tools (Shanghai) Co., Ltd. and

serves as President of the Management Board of Unicase.

None of the members of the Management Board of TOYA S.A. is a representative of employees. The Company’s

employees have their own representative; however, this representative does not sit on the Management Board.

Members of the Management Board may be dismissed at any time, without prejudice to any claims arising from their

employment relationship or other legal relationship with the Company.

All matters of the Company that are not reserved for the competence of the General Meeting or the Supervisory Board

fall within the responsibilities of the Management Board.

The Management Board operates on the basis of Rules of Procedure approved by the Supervisory Board, as specified in

the Articles of Association of TOYA S.A. These Rules define the detailed competences of the Management Board. The

Management Board conducts the Company’s affairs and, under the leadership of the President of the Management

Board, manages the Company and represents it externally. The manner of representation of the Company is defined in

the Articles of Association, according to which declarations of intent and signing on behalf of the Company may be made

individually by the President of the Management Board or jointly by a Vice-President of the Management Board together

with a Member of the Management Board.

The following corporate documents, containing, among other things, a description of the rules for appointing and

dismissing management persons and their powers, including the authority to decide on the issuance or buyback of

shares, are available on the Company’s website https://toya.pl/ under the Investor Relations section – Investor

Materials – Articles of Association, Regulations:

a) Articles of Association of TOYA S.A.,

b) Rules of Procedure of the Management Board,

c) Rules of Procedure of the Supervisory Board,

d) Rules of Procedure of the General Meeting.

Shareholding of management persons

The number of shares and voting rights in the Company’s share capital held by members of the Management Board as

at the date of submission of this report is presented in the table below:

Number of shares

Par value of the shares (PLN)

Number of votes

Share (%)

Grzegorz Pinkosz

146 812

14 681.20

146 812

0.20%

Maciej Lubnauer

61 831

6 183.10

61 831

0.08%

Robert Borys

8 528

852.80

8 528

0.01%

Jan Jakub Szmidt

241 094

24 109.40

241 094

0.32%

TOTAL members of the

Management Board

458 265

45 826.50

458 265

0.61%

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Remuneration of Members of the Management Board (in PLN ‘000):

Name and

surname

Position

Gross basic

salary (fixed and

variable)

Additional

benefits and

granted benefits

Cost of pension

programs (PPK)

Total (PLN ‘000)

2025

Grzegorz Pinkosz

President of the Management Board

1 238

1 244

Maciej Lubnauer

Vice-President of the Management Board

1 195

1 201

Robert Borys

Vice-President of the Management Board

1 181

1 189

Jan Jakub Szmidt

Vice-President of the Management Board

693

696

2024

Grzegorz Pinkosz

President of the Management Board

1 163

1 169

Maciej Lubnauer

Vice-President of the Management Board

1 125

1 131

Robert Borys

Vice-President of the Management Board

1 112

1 121

Jan Jakub Szmidt

Vice-President of the Management Board

179

181

Remuneration amounts presented in this note include gross remuneration actually paid in 2025 (including variable

remuneration for prior periods covered by provisions as at 31 December 2024), as well as additional benefits and

employee-related costs incurred by the employer under the Employee Capital Plans (PPK). Remuneration does not

include unpaid variable remuneration for 2025 (covered by provisions as at 31 December 2025). In addition, after the

end of 2025, the Supervisory Board adopted a resolution concerning an adjustment of the fixed component of

remuneration of Mr. Jan Jakub Szmidt, effective from 1 January 2025. The adjustment relating to 2025 in the amount

of PLN 147 thousand was not included in the above summary. This remuneration will be recognised in the costs of 2026.

The Company has no liabilities arising from pensions or similar benefits for former managers, supervisory board

members, or former members of administrative bodies, nor any liabilities incurred in relation to such pensions.

The remuneration of members of the Management Board of TOYA S.A. was not linked to sustainability matters in 2025.

As at 31 December 2025, no agreements were in place between the Parent Company and members of management

providing for compensation in the event of resignation or dismissal from their positions.

8.8.2. Supervisory Board

The Supervisory Board consists of 7 members (85% men and 15% women):

a) Piotr Mondalski – Chairman of the Supervisory Board (with many years of experience in managing large

companies. Since 2011, he has served as Chairman of the Supervisory Board of TOYA S.A.),

b) Jan Szmidt – Deputy Chairman of the Supervisory Board (co-founder and originator of TOYA S.A., with experience

in business development, confirmed by numerous successes in the Polish and international markets. He has

served as Deputy Chairman of the Supervisory Board of TOYA S.A. since 2011),

c) Beata Szmidt – Member of the Supervisory Board (long-term shareholder familiar with the specifics of TOYA

S.A.’s operations),

d) Dariusz Górka – Member of the Supervisory Board (manager with experience in international institutions and the

capital market, member of supervisory boards of many companies across various industries),

e) Zenon Beker – Independent Member of the Supervisory Board (with many years of experience in automation, IT,

and management. Former member of management boards of large companies),

f) Grzegorz Maciąg – Member of the Supervisory Board (legal counsel registered with the District Chamber of Legal

Advisers in Gdańsk. Former member of governing and management bodies in numerous companies across

different industries),

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g) Wojciech Papierak – Independent Member of the Supervisory Board (manager with extensive experience in

banking and the capital market. Former management board member of banks and other companies in the

financial sector).

Mr. Zenon Beker and Mr. Wojciech Papierak meet the criteria required for independent members of the Supervisory

Board (this means that the share of independent members of the Supervisory Board amounts to 28%).

The Supervisory Board of TOYA S.A. is a body that combines experience from various sectors, including IT, finance, law,

investments, and management, which enables effective supervision of the Company in the context of its strategy. Its

members have both domestic and international experience, allowing them to adequately respond to global challenges

and market opportunities. The Supervisory Board also includes the Company’s founder. His unique knowledge of the

Company’s history, values, and strategy is of fundamental importance for overseeing activities related to its future,

including in the area of sustainability.

The number of shares and voting rights in the Company’s share capital held by members of the Supervisory Board as at

the date of submission of this report is presented in the table below.

Number of

Par value of the shares (PLN)

Number of votes

Share (%)

Jan Szmidt

28 284 304

2 828 430.40

28 284 304

37.69%

Beata Szmidt

3 239 253

323 925.30

3 239 253

4.32%

Grzegorz Maciąg

2 800

280

2 800

0.00%

TOTAL members of the

Supervisory Board

31 526 357

3 152 635.70

31 526 357

42.01%

Remuneration of Members of the Supervisory Board (in PLN ‘000):

Name and surname

Position

Fixed remuneration for

performing the function

Cost of pension

programs (PPK)

Total (PLN ‘000)

2025

Piotr Mondalski

President of the Supervisory Board

216

217

Jan Szmidt

Vice-President of the Supervisory

Board

216

Beata Szmidt

Member of the Supervisory Board

144

Dariusz Górka

Member of the Supervisory Board

144

146

Grzegorz Maciąg

Member of the Supervisory Board

144

146

Wojciech Papierak

Member of the Supervisory Board

144

146

Zenon Beker

Member of the Supervisory Board

(from26.06.2024)

144

ROK 2024

Piotr Mondalski

President of the Supervisory Board

216

Jan Szmidt

Vice-President of the Supervisory

Board

134

Beata Szmidt

Member of the Supervisory Board

Dariusz Górka

Member of the Supervisory Board

144

146

Grzegorz Maciąg

Member of the Supervisory Board

144

146

Michał Kobus

Member of the Supervisory Board

(until 26.06.2024)

Wojciech Papierak

Member of the Supervisory Board

144

146

Zenon Beker

Member of the Supervisory Board

(from 26.06.2024)

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There are no liabilities under the pensions or similar benefits for former managers, supervisors or former members of

administrative bodies and the liabilities that are incurred in relations to such pensions at the Company.

The remuneration of members of the Supervisory Board of TOYA S.A. was not related to sustainable development issues

in 2025.

8.8.3. Audit Committee

The composition of the Audit Committee is as follows:

a) Wojciech Papierak – Chair of the Audit Committee

b) Dariusz Górka – Member of the Audit Committee

c) Zenon Beker – Member of the Audit Committee

Members of the Audit Committee who meet the independence criteria referred to in Article 129(3) of the Act of 11 May

2017 on statutory auditors, audit firms and public oversight are:

a) Zenon Beker

b) Wojciech Papierak

The member of the Audit Committee who possesses knowledge and skills in accounting or auditing of financial

statements as well as in the industry in which TOYA S.A. operates is Mr. Dariusz Górka. Mr. Dariusz Górka is a graduate

of, among others, the Stern School of Business (New York, USA), where he completed an MBA with a specialization in

finance, during which he acquired knowledge and skills in the above-mentioned area. He is also a member of the

Institute of Management Accountants (IMA) in Newark (New York, USA).

Main assumptions of the Policy on selecting an audit firm to conduct the audit developed by the Company are as follows:

a) the selection of an audit firm for the purpose of conducting the Company’s audit is carried out in accordance

with the Procedure for selecting an audit firm developed by the Company;

b) the selection of an audit firm is made by resolution of the Company’s Supervisory Board, no later than by the

end of December of the year preceding the year which will be subject to the audit or assurance of sustainability

reporting;

c) the Audit Committee is responsible for properly and lawfully conducting the selection process in accordance

with this Policy on selecting an audit firm;

d) the selection of an audit firm is made following the Audit Committee’s recommendation submitted to the

Company’s Supervisory Board. Where the selection of an audit firm does not concern the extension of an

agreement for the audit of financial statements, the recommendation shall include at least two options for

selection of an audit firm, together with justification and an indication of the Audit Committee’s justified

preference for one of them;

e) the selection of an audit firm may concern only the audit, only the assurance of sustainability reporting, or both

the audit and assurance of sustainability reporting combined;

f) in the case of statutory audit, the first audit engagement contract is concluded for a period of not less than two

years, with the possibility of extension for subsequent periods of at least two years, taking into account the

rotation requirements for the audit firm and key statutory auditor arising from generally applicable laws;

g) when selecting an audit firm to perform the statutory audit, the principle of audit firm rotation is taken into

account, so that the maximum uninterrupted duration of statutory audit engagements performed by the same

audit firm, an audit firm affiliated with it, or any member of the network operating in EU Member States to

which these audit firms belong, does not exceed five years. In the case of the key statutory auditor, the

selection shall ensure that they do not perform the statutory audit for the Company for a period longer than

five consecutive years. In such case, the key statutory auditor may again perform the statutory audit of the

Company only after at least three years have elapsed since the end of the last statutory audit;

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h) the above provisions shall apply accordingly to the selection of an audit firm to perform assurance of

sustainability reporting;

i) the selection of an audit firm is based on the following selection criteria:

i. the audit firm’s offer is not subject to rejection under § 9(4) of the Procedure for selecting an audit

firm;

ii. the audit firm has the ability to perform the necessary audit or sustainability reporting assurance

procedures also in foreign companies forming part of the “TOYA” S.A. Capital Group;

iii. the audit firm has:

- knowledge and international connections that may be used for proper performance of the audit

or sustainability reporting assurance;

- experience in conducting audits of public companies within the meaning of the Act of 29 July

2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to

Organised Trading and Public Companies, preparing financial statements in accordance with

International Financial Reporting Standards;

- experience in performing assurance of sustainability reporting based on the National Standard

for Sustainability Reporting Assurance Services 3002PL and knowledge of the European

Sustainability Reporting Standards (ESRS);

- human resources, including persons affiliated with international organisations of finance,

accounting and management professionals such as ACCA, as well as expertise in sustainability

reporting;

- appropriate expert knowledge and knowledge of the industry in which the Company operates;

iv. the audit firm provides the Company, the Supervisory Board, and the Audit Committee with ongoing

direct access to the key statutory auditor;

v. the audit firm uses IT tools and has experience in auditing accounting records maintained in the SAP

system;

vi. the audit firm’s registered office, branch, or office is located in Wroclaw;

vii. during the term of the contract with the Company, the audit firm enables the assessment of

accounting solutions proposed by the Company regarding significant matters covered by the audit;

viii. the audit firm submits an offer including the elements specified in § 12(4) of the Procedure for

selecting an audit firm;

ix. price, although the price offered by the audit firm is not a decisive factor;

x. impartiality, objectivity, integrity, and independence of the audit firm;

j) in the event of the occurrence or disclosure of circumstances that may indicate influence by third parties on

the selection procedure, the person concerned shall immediately refrain from further activities within the

tender procedure and immediately inform the Audit Committee thereof;

k) the agreement for the audit or assurance of sustainability reporting is signed by the Management Board with

the entity selected by the Supervisory Board.

Main assumptions of the Policy on the provision by the audit firm performing the audit or assurance of sustainability

reporting, or by entities affiliated with that audit firm or a member of its network, of permitted non-audit services are

as follows:

a) the Policy is developed by the Audit Committee and is addressed to all members of the “TOYA” S.A. Capital

Group;

b) the statutory auditor or audit firm performing audit activities of the Company and/or the “TOYA” S.A. Capital

Group, or any member of the network to which the statutory auditor or audit firm belongs, shall not directly

or indirectly provide to the audited Company or its controlled entities any prohibited non-audit services, in

particular:

i. tax services relating to:

- preparation of tax returns;

- payroll taxes;

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- customs duties;

- identification of public subsidies and tax incentives, unless support from the statutory auditor or

audit firm in such services is required by law;

- assistance in tax audits conducted by tax authorities, unless required by law;

- calculation of direct, indirect, and deferred income tax;

- provision of tax advisory services;

ii. services involving any participation in the management or decision-making of the audited entity;

iii. bookkeeping and preparation of accounting records and financial statements;

iv. payroll services;

v. design and implementation of internal control procedures or risk management procedures related

to the preparation and/or control of financial information, or design and implementation of IT

systems for financial reporting;

vi. valuation services, including actuarial services or litigation support services;

vii. legal services, including:

- general legal advice;

- negotiating on behalf of the audited entity;

- acting as an advocate in dispute resolution;

- services related to the internal audit function of the audited entity;

viii. services related to the financing, capital structure and allocation and investment strategy of the

audit client, with the exception of the provision of assurance services in connection with financial

statements, such as issuing assurance letters in connection with prospectuses of the audited entity;

ix. human resources services regarding:

- management positions exerting significant influence over accounting records or financial

statements, where such services include:

o searching for or selecting candidates for such positions; or

o conducting reference checks for such positions;

- organisational design; and

- cost control;

c) The audit firm conducting the sustainability reporting assurance of the Company and/or the TOYA S.A. Capital

Group, nor any member of the network to which the audit firm belongs, may not provide, directly or indirectly,

to the Company and/or the TOYA S.A. Capital Group subject to the Sustainability Reporting Assurance, to its

parent company or to entities controlled by it within the European Economic Area, any services:

i. involving any participation in the management or decision-making process of the audited entity;

ii. accounting and preparation of accounting records and financial statements;

iii. development and implementation of internal control procedures or risk management procedures

related to the preparation or control of financial information or the development and

implementation of technological systems for financial information;

iv. valuation services, including valuations performed in connection with actuarial services or legal

dispute resolution support services;

v. legal services, including:

- providing general legal advice;

- negotiating on behalf of the audited entity; and

- acting as an advocate in dispute resolution;

vi. related to the internal audit function of the audited entity;

vii. related to the financing, capital structure and allocation, and investment strategy of the audit client,

except for the provision of assurance services in connection with financial statements, such as issuing

letters of assurance in connection with the audited entity's prospectuses;

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viii. conducting promotional activities and trading in the audited entity's shares or interests on its own

account or underwriting the issue of shares or interests in the audited entity;

ix. human resources services in relation to:

- management personnel who may exert significant influence on the preparation of accounting

records or financial statements subject to statutory audit, if such services include:

- searching for or selecting candidates for such positions, or

- conducting reference checks of candidates for such positions;

- developing the organizational structure; and

- cost control.

d) statutory auditors and audit firms may provide certain tax and valuation services where such services are

immaterial or have no direct or, individually or collectively, material impact on the audited financial

statements. Such services shall not be considered immaterial if they involve aggressive tax planning. The

statutory auditor or audit firm may provide non-audit services not related to the Company’s and/or the Group’s

tax policy, which are not prohibited by applicable law, including:

i. services performed in connection with prospectuses issued by the audited entity, carried out in

accordance with national standards for related services, consisting of agreed-upon procedures:

ii. due diligence procedures regarding financial and economic condition;

iii. issuing comfort letters;

iv. assurance services relating to pro forma financial information, forecast results, or estimated results

included in prospectuses issued by the audited entity;

v. audit of historical financial information for the prospectus referred to in Commission Regulation (EC)

No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and

of the Council as regards information contained in prospectuses as well as the format, incorporation

by reference and publication of such prospectuses and dissemination of advertisements (i.e. OJ L

149, 2004, p. 1 - repealed) – currently Regulation (EU) 2017/1129 of the European Parliament and of

the Council of 14 June 2017 on the prospectus to be published when securities are offered to the

public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (i.e. OJ L

168, 2017, p. 12) and Commission Delegated Regulation (EU) 2019/980 of 14 March 2019

supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council with

regard to the format, content, scrutiny and approval of the prospectus to be published when

securities are offered to the public or admitted to trading on a regulated market and repealing

Commission Regulation (EC) No 809/2004 (consolidated text: OJ L 166, 2019, p. 26);

vi. verification of consolidation packages;

vii. confirmation of compliance with loan covenants based on financial information derived from audited

financial statements;

viii. assurance services regarding corporate governance reporting, risk management, and corporate

social responsibility;

ix. services assessing compliance of disclosures by financial institutions and investment firms with

capital adequacy and variable remuneration disclosure requirements;

x. certifications for supervisory authorities, the supervisory board, or owners exceeding the scope of

the statutory audit, to assist in fulfilling statutory duties;

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e) the provision of non-audit services is carried out in accordance with the remuneration requirements specified

for such services in the principles of professional ethics and standards for the performance of such services, as

well as in specific regulations;

f) entities providing non-audit services should be characterized by a critical attitude and remain vigilant towards

circumstances that may indicate possible errors or conduct contrary to the rules and regulations applicable to

the field of services provided;

g) if a statutory auditor or audit firm provides non-audit services to the Company or a subsidiary for a period of

at least three consecutive financial years, other than the services referred to in Article 3 of this Policy, the total

remuneration for such services is limited to a maximum of 70% of the average remuneration paid in the last

three consecutive financial years for the audit of the Company and, where applicable, its subsidiaries and the

consolidated financial statements of the TOYA S.A. Capital Group;

h) the provision of permitted non-audit services is possible only after prior approval of such service by the Audit

Committee through an appropriate resolution. The Audit Committee consents to the provision of permitted

non-audit services if a justified need for such services is reported by one of the Company's bodies after the

Audit Committee has conducted an assessment of threats and safeguards for independence, as referred to in

Articles 69-73 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight. This applies

accordingly to the attestation of sustainability reporting.

The selection of an audit firm to audit the Company’s financial statements for 2025 did not concern the extension of

the audit agreement, and the recommendation of the “TOYA” S.A. Audit Committee regarding the appointment of an

audit firm to audit the financial statements of “TOYA” S.A. for the years 2023, 2024, and 2025 complied with applicable

requirements and was prepared as a result of a selection procedure conducted by the Company in accordance with

applicable criteria, consisting of:

a) inviting any audit firms to submit bids for the provision of audit services, subject to compliance with Article

17(3) of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific

requirements regarding statutory audit of public-interest entities;

b) ensuring that the procedure did not exclude firms deriving less than 15% of total audit fees from public-interest

entities in the relevant EU Member State in the previous calendar year, included in the list of audit firms

referred to in Article 91 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight;

c) preparation by the Company of tender documentation for invited audit firms, enabling them to understand the

Company’s business, specifying the financial statements to be audited, and containing transparent and non-

discriminatory selection criteria used to evaluate bids;

d) freedom for the Company to determine the selection procedure and the possibility of conducting direct

negotiations with interested bidders during the process;

e) evaluation of audit firms’ offers in accordance with the selection criteria set out in the tender documentation;

f) preparation by the Company of a report containing the conclusions of the selection procedure, approved by a

resolution of the Audit Committee;

g) consideration by the Company and the Audit Committee of any findings or conclusions contained in the annual

report referred to in Article 90(5) of the Act on Statutory Auditors;

h) demonstration by the Company, upon request of the Polish Financial Supervision Authority (KNF), that the

selection procedure was conducted in accordance with the requirements referred to in Article 130(2) and (3)

of the Act on Statutory Auditors.

The Audit Committee held four meetings in 2025.

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8.9. DIVERSITY POLICY

The Company did not prepare and does not pursue a diversity policy. The position of the Company’s Management Board

is that the sole criterion for appointing persons to perform functions in the Company’s authorities and its key

management is the experience and competence of the candidates for performing the given functions. The Company

declares that it will consider developing a diversity policy in the future.

8.10. INFORMATION ABOUT THE ENTITY AUDITING THE FINANCIAL

STATEMENTS

The entity authorized to audit and review the stand-alone and consolidated financial statements is Grant Thornton

Polska Prosta Spółka Akcyjna with its registered office in Poznań (“Auditor”). The Auditor was selected by the

Supervisory Board on 19 December 2022.

The audit and review agreement was concluded on 5 July 2023 and covers the half-year review and annual audit of the

stand-alone and consolidated financial statements for the years 2023-2025.

The remuneration of the entity authorized to audit in accordance with the concluded agreements is presented below

(amounts in PLN thousand):

2025

2024

Audit of the annual financial statements (stand-alone and consolidated) (*)

146

117

Review of the half-year financial statements (stand-alone and consolidated) (*)

Other assurance services - assurance of sustainability reporting (*)

120

Other assurance services - report on remuneration of the Management Board and Supervisory

Board

TOTAL

338

294

(*) Relates to remuneration due for the year covered by the service, i.e. 2025 and 2024, and not the amounts actually invoiced in a given year;

furthermore, the amounts do not include the supervision fee of 2.29% in 2025 and 2.29% in 2024, as well as additional costs.

The auditor provided permitted non-audit services. Accordingly, the auditor’s independence was assessed and consent

was granted for the provision of such services. The Company did not use any other services of the selected audit firm.

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9. INFORMATION ABOUT SIGNIFICANT EVENTS THAT

OCCURRED AFTER THE BALANCE SHEET DATE

9.1. IMPACT OF THE MIDDLE EAST CONFLICT

The conflict in the Middle East, which broke out on 28 February 2026, is not expected to have a significant impact on

the Group, provided that it remains a regional event. The Group does not conduct material operations in that region.

However, it should be noted that the shipping route through the Red Sea forms a maritime passage between Asia and

Europe and is used by carriers whose services are utilized by the Company. Available information indicates that the

armed conflict has led carriers to use alternative shipping routes, which is expected to extend delivery times by

approximately two weeks.

The conflict may, however, have an indirect impact on the Company, particularly if it proves to be long-lasting. An

increase in energy carrier prices may result in slower economic growth or even a recession in many countries where the

Group has customers. The Management Board assesses that the magnitude of this impact is currently impossible to

estimate.

9.2. ANNEX TO THE OVERDRAFT AGREEMENT

On 20 March 2026, TOYA S.A. concluded Amendment No. 8 to the Overdraft Credit Agreement No. 09/030/19/Z/ with

mBank S.A., with its registered office in Warsaw. The conclusion of the Agreement was disclosed by TOYA S.A. in Current

Report No. 3/2019 dated 4 March 2019.

Under the amendment, the final repayment date of the credit was set for 26 March 2027.

Pursuant to the amendment, the credit is secured by a blank promissory note issued by the Company, accompanied by

a promissory note declaration.

The remaining terms of the Agreement do not differ from market standard terms for this type of agreements.

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Management Board of Toya S.A.:

Date

Name and surname

Position

Signature

26.03.2026

Grzegorz Pinkosz

President of the

Management Board

26.03.2026

Maciej Lubnauer

Vice-President of the

Management Board

26.03.2026

Robert Borys

Vice-President of the

Management Board

26.03.2026

Jan Jakub Szmidt

Vice-President of the

Management Board