Resolution no 1 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding election of the Chairman of the Ordinary General Meeting. §1 Pursuant to the article 409 § 1 of the Commercial Companies Code and § 5 of the Regulations of the General Meeting of TOYA S.A., the Ordinary General Meeting elects Mr Maciej Domagała as chairman of the Ordinary General Meeting. §2 This resolution comes into force on the date it is adopted. Mr Piotr Mondalski concluded that in secret ballot participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Mr Piotr Mondalski concluded that the resolution has been adopted. The Chairman stated that the General Meeting has been properly convened pursuant to art. 4021 of the Code of Commercial Companies. The Chairman also stated that at the meeting 59.409.906 shares is represented, representing 78.65% of the share capital and entitled to59.409.906 vote, therefore the Meeting is able to take resolutions on the agenda. Resolution no 2 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding acceptance of the agenda of the Ordinary General Meeting. §1 The Ordinary general Meeting of TOYA SA accepts the following meeting agenda: 1) Opening of the Ordinary General Meeting. 2) Election of the Chairman of the Ordinary General Meeting. 3) Confirmation of the legality of the convening the Ordinary general Meeting and its capacity to adopt resolutions. 4) Acceptance of the agenda. 5) Appointment of Scrutiny Commission. 6) Review of the Supervisory Board reports on: a) the assessment of the Company’s standing, including the evaluation on the internal control system and the Company’s significant risk management system. b) the assessment of the Directors’ report on operations of the Company and the Group in the financial year 2013, Financial Statements of the Company and the Group for the financial year 2013 and the Management Board recommendation concerning the appropriation of profit for financial year 2013. 7) Adoption of resolution on approval of the Supervisory Board report for year 2013. 8) Adoption of resolution on approval of the Directors’ report on operations of the Company in year 2013. 9) Adoption of resolution on approval of Financial Statements of TOYA S.A. for financial year 2013. 10) Adoption of resolution on appropriation of net profit and payment of dividend for financial year 2013. 11) Adoption of resolution on approval of Consolidated Financial Statements of TOYA S.A. Group for financial year. 12) Adoption of resolution approval of the Directors’ report on operations of the Toya S.A. Group in year 2013. 13) Adoption of resolutions on approval of the performance of duties of members of the Management Board in financial year 2013. 14) Adoption of resolutions on approval of the performance of duties of members of the Supervisory Board in financial year 2013. 15) Adoption of a resolution regarding number of Supervisory Board members for a new term. 16) Adoption of resolution on the election of members of the Supervisory Board for a new term. 17) Adoption of a resolution on the remuneration of the members of the Supervisory Board. 18) Adoption of a resolution on amendments to the Articles of Association of TOYA S.A. 19) Closing of the General Meeting. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in open voting participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. The Chairman concluded that the resolution has been adopted. Resolution no 3 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding appointment of Scrutiny Commission of the Ordinary General Meeting. Pursuant to the article § 7 point 2 of the Regulations of the General Meeting, the ordinary General Meeting hereby appoints the Scrutiny Commission consisting of: 1. Dorota Chrzanowska 2. Robert Borys §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in open voting participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. The Chairman concluded that the resolution has been adopted. Resolution no 4 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of the Supervisory Board report for year 2013. §1 Pursuant to the article §26 point 1 letter a of the Articles of Association of TOYA S.A. the Ordinary General Meeting of Toya S.A., following its review, approves the Supervisory Board report including the evaluation of: the Directors’ report on operations of the Company and the Group in the financial year 2013, Financial Statements of the Company and the Group for the financial year 2013, the Management Board recommendation concerning the appropriation of profit for financial year 2013. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in open voting participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. The Chairman concluded that the resolution has been adopted. Resolution no 5 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of the Directors’ report on operations of the Company in year 2013. §1 Pursuant to the article 395 § 2 point 1 of the Commercial Companies Code and §26 point 1 letter a of the Articles of Association of TOYA S.A., the Ordinary General Meeting of TOYA S.A., following its review, approves the Directors’ report on operations of TOYA S.A. in year 2013. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in open voting participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. The Chairman concluded that the resolution has been adopted. Resolution no 6 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of Financial Statements of TOYA S.A. for financial year 2013. §1 Pursuant to the article 395 § 2 point 1 of the Commercial Companies Code and §26 point 1 letter a of the Articles of Association of TOYA S.A., the Ordinary General Meeting of TOYA S.A., following its review, approves Financial Statements of TOYA S.A. prepared as at 31 December 2013, consisting of: statement of financial position prepared as at 31 December 2013 with total assets and total equity and liabilities of PLN 145 260 thousand (one hundred forty five millions two hundred sixty thousand polish zloty), statement of comprehensive income for the period from 1 January to 31 December 2013 showing comprehensive income of PLN 23 164 thousand (twenty three million one hundred sixty four thousand polish zloty), statement of changes in equity for the period from 1 January 2013 to 31 December 2013, statement of cash flows for the period from 1 January 2013 to 31 December 2013, additional information regarding adopted accounting policies as well as other explanatory notes. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in open voting participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. The Chairman concluded that the resolution has been adopted. Resolution no 7 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding appropriation of net profit for financial year 2013. §1 Pursuant to the article 395 § 2 point 1 of the Commercial Companies Code and §26 point 1 letter b of the Articles of Association of TOYA S.A. the Ordinary General Meeting of TOYA S.A. decides to appropriate the net profit for year 2013 in the amount of PLN 23 169 018,96 in the following manner: allocate PLN 14 351 879,90 (fourteen million three hundred fifty one thousand eight hundred seventy nine and ninety cents) for dividend payment to Company’s shareholders which constitutes PLN 0,19 (nineteen cents) for one share, allocate PLN 8 817 139,06 (eight million eight hundred seventeen thousands one hundred thirty nine and six cents) to supplementary capital. §2 the Ordinary General Meeting of TOYA S.A. sets the following dates: dividend day for 11 July 2014, pay-out date for 30 July 2014. §3 This resolution comes into force on the date it is adopted. The Chairman concluded that in open voting participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Resolution no 8 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of the Directors’ report on operations of the Toya S.A. Group in year 2013. §1 Pursuant to the article 395 § 2 point 1 of the Commercial Companies Code and according to the article 63c point 4 of the Accounting Act the Ordinary General Meeting of TOYA S.A., following its review, approves the Directors’ report on operations of TOYA S.A. Group in year 2013. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in open voting participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Resolution no 9 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of Consolidated Financial Statements of TOYA S.A. Group for financial year 2013. §1 Pursuant to the article 395 § 2 point 1 of the Commercial Companies Code and according to the article 63c point 4 of the Accounting Act, the Ordinary General Meeting of TOYA S.A., following its review, approves Consolidated Financial Statements of TOYA S.A. prepared as at 31 December 2013, consisting of: consolidated statement of financial position prepared as at 31 December 2013 with total assets and total equity and liabilities of PLN 163 787 thousand (one hundred sixty three million seven hundred eighty seven thousand polish zloty), consolidated statement of comprehensive income for the period from 1 January to 31 December 2013 showing comprehensive income of PLN 25 256 thousand (twenty five million two hundred fifty six thousand polish zloty), consolidated statement of changes in equity for the period from 1 January 2013 to 31 December 2013, consolidated statement of cash flows for the period from 1 January 2013 to 31 December 2013, additional information regarding adopted accounting policies as well as other explanatory notes. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in open voting participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Resolution no 10 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of the performance of duties of a President of the Management Board of the Company by Grzegorz Pinkosz for the financial year 2013. §1 Pursuant to the article 395 § 2 point 3 of the Commercial Companies Code and §26 point 1 letter c of the Articles of Association of TOYA S.A. the Ordinary General Meeting of TOYA S.A. hereby approves the performance of duties by Grzegorz Pinkosz, the President of the Management Board, for the period from 1 January 2013 to 31 December 2013. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in secret ballot participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Resolution no 11 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of the performance of duties of a Vice-president of the Management Board of the Company by Dariusz Hajek for the financial year 2013. §1 Pursuant to the article 395 §2 point 3 of the Commercial Companies Code and §26 point 1 letter c of the Articles of Association of TOYA S.A. the Ordinary General Meeting of TOYA S.A. hereby approves the performance of duties by Dariusz Hajek, the Vice-president of the Management Board, for the period from 1 January 2013 to 31 December 2013. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in secret ballot participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Resolution no 12 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of the performance of duties of a President of the Supervisory Board by Piotr Mondalski for the period from 1 January 2013 to 31 December 2013. §1 Pursuant to the article 395 § 2 point 3 and article 395 §3 of the Commercial Companies Code and §26 point 1 letter c of the Articles of Association of TOYA S.A. the Ordinary General Meeting of TOYA S.A. hereby approves the performance of duties by Piotr Mondalski, the President of the Supervisory Board, for the period from 1 January 2013 to 31 December 2013. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in secret ballot participated 59.238.809 shares amounting for 78,42% of the share capital, out of which 59.238.809 valid votes were placed, including: - 59.238.809 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Resolution no 13 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of the performance of duties of a Vice-president of the Supervisory Board by Jan Szmidt for the period from 1 January 2013 to 31 December 2013. §1 Pursuant to the article 395 § 2 point 3 of the Commercial Companies Code and §26 point 1 letter c of the Articles of Association of TOYA S.A. the Ordinary General Meeting of TOYA S.A. hereby approves the performance of duties by Jan Szmidt, a Vice-president of the Supervisory Board for period from 1 January 2013 to 31 December 2013. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in secret ballot participated 31.239.259 shares amounting for 41,36% of the share capital, out of which 31.239.259 valid votes were placed, including: - 31.239.259 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Resolution no 14 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of the performance of duties of a Member of the Supervisory Board by Dariusz Górka for the period from 1 January 2013 to 31 December 2013. §1 Pursuant to the article 395 § 2 point 3 and article 395 §3 of the Commercial Companies Code and §26 point 1 letter c of the Articles of Association of TOYA S.A. the Ordinary General Meeting of TOYA S.A. hereby approves the performance of duties by Dariusz Górka, the Member of the Supervisory Board, for the period from 1 January 2013 to 31 December 2013. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in secret ballot participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Resolution no 15 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of the performance of duties of a Member of the Supervisory Board by Tomasz Koprowski for the period from 1 January 2013 to 31 December 2013. §1 Pursuant to the article 395 § 2 point 3 and article 395 §3 of the Commercial Companies Code and §26 point 1 letter c of the Articles of Association of TOYA S.A. the Ordinary General Meeting of TOYA S.A. hereby approves the performance of duties by Tomasz Koprowski, the Member of the Supervisory Board, for the period from 1 January 2013 to 31 December 2013. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in secret ballot participated 44.765.876 shares amounting for 59,26% of the share capital, out of which 44.765.876 valid votes were placed, including: - 44.765.876 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Resolution no 16 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of the performance of duties of a Member of the Supervisory Board by Grzegorz Maciąg for the period from 1 January 2013 to 31 December 2013. §1 Pursuant to the article 395 § 2 point 3 and article 395 §3 of the Commercial Companies Code and §26 point 1 letter c of the Articles of Association of TOYA S.A. the Ordinary General Meeting of TOYA S.A. hereby approves the performance of duties by Grzegorz Maciąg, the Member of the Supervisory Board, for the period from 1 January 2013 to 31 December 2013. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in secret ballot participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Resolution no 17 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of the performance of duties of a Member of the Supervisory Board by Romuald Szałagan for the period from 1 January 2013 to 31 December 2013. §1 Pursuant to the article 395 § 2 point 3 and article 395 §3 of the Commercial Companies Code and §26 point 1 letter c of the Articles of Association of TOYA S.A. the Ordinary General Meeting of TOYA S.A. hereby approves the performance of duties by Romuald Szałagan, the Member of the Supervisory Board, for the period from 1 January 2013 to 31 December 2013. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in secret ballot participated 48.471.032 shares amounting for 64,17% of the share capital, out of which 48.471.032 valid votes were placed, including: - 48.471.032 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Resolution no 18 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding approval of the performance of duties of a Member of the Supervisory Board by Piotr Wojciechowski for the period from 1 January 2013 to 31 December 2013. §1 Pursuant to the article 395 § 2 point 3 and article 395 §3 of the Commercial Companies Code and §26 point 1 letter c of the Articles of Association of TOYA S.A. the Ordinary General Meeting of TOYA S.A. hereby approves the performance of duties by Piotr Wojciechowski, the Member of the Supervisory Board, for the period from 1 January 2013 to 31 December 2013. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in secret ballot participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Resolution no 19 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 regarding number of Supervisory Board members for a new term §1 Pursuant to the article 385 § 1 of the Commercial Companies Code and §16 point 1 of the Articles of Association of TOYA S.A., the Ordinary General Meeting of TOYA S.A. resolves as follows: The Supervisory Board of the new, three-year term will consist of 5 members. §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in open voting participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 48.471.032 votes in favor - 0 votes against - 10.938.874 abstained from voting There was no opposition. Resolution no 20 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 on the election of members of the Supervisory Board for a new term. §1 Pursuant to the article 385 § 1 of the Commercial Companies Code and §16 point 2 of the Articles of Association of TOYA S.A., the Ordinary General Meeting of TOYA S.A. resolves as follows: 1. The following persons are appointed as the members of the Supervisory Board of TOYA S.A. 1) Mr Grzegorz Maciąg 2) Mr Piotr Mondalski 3) Mr Dariusz Górka 4) Mr Tomasz Koprowski 5) Mr Jan Szmidt 2. The members of the Supervisory Board that meet the independence criteria referred to in §16 point 4 of Articles of Association are: 1) Mr Grzegorz Maciąg 2) Mr Piotr Mondalski 3) Mr Dariusz Górka §2 1. This resolution comes into force on the date it is adopted. The Chairman concluded that in secret ballots that were conducted against each of the above persons, participated 59.409.906 shares amounting for 78,65% of the share capital, out of which the following amounts of votes were placed: 1) The candidacy: Mr Piotr Mondalski - 59.409.906 votes were placed 2) The candidacy: Mr Jan Szmidt - 31.293.59 votes were placed 3) The candidacy: Mr Grzegorz Maciąg - 59.409.906 votes were placed 4) The candidacy: Mr Dariusz Górka - 57.992.080 votes were placed 5) The candidacy: Mr Tomasz Koprowski – 44.765.876 votes were placed In the view of the foregoing, the above individuals received the required majority and the resolution of the above content was taken. Resolution no 21 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 the remuneration of the members of the Supervisory Board. §1 On the basis of §26 point 1 letter k of Articles of Association, the Ordinary General Meeting of TOYA S.A. determine the remuneration of Supervisory Board members as follows: 1. Mr Piotr Mondalski - PLN 15.000 2. Mr Jan Szmidt - PLN 15.000 3. Mr Tomasz Koprowski - PLN 10.000 4. Mr Grzegorz Maciąg - PLN 10.000 5. Mr Dariusz Górka - PLN 10.000 §2 This resolution comes into force on the date it is adopted. The Chairman concluded that in open voting participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition. Resolution no 22 of the Ordinary General Meeting of TOYA S.A. with its registered head office in Wrocław dated 26 June 2014 on amendments to the Articles of Association of TOYA S.A. and authorization of the Supervisory Board to determine the uniform text of the Articles of Association §1 Pursuant to the article 430 § 1 and 444 § 1 of the Commercial Companies Code (“C.C.C.”), the Extraordinary/Ordinary General Meeting of TOYA S.A. resolves as follows: To change in the Company’s Articles of Association from the following wording of §7 paragraph 1: 1. § 7 of Articles of Association is changed as follows: The following wording of point 5: „5. The Management Board is authorized to increase the share capital by issuing new shares with a total nominal value of not more than 162,050 (one hundred sixty-two thousand and fifty), by way of three times the increase of the share capital within the limits specified above (the authorized capital), in order to implement the resolution of the General Meeting concerning the remuneration of the members of the Supervisory Board. The issue price will be equal to the nominal value. Authorization of the Board to increase the share capital and to issue shares within the authorized capital shall expire after three (3) years from the date of registration of this amendment to the Articles of Association. is changed to the new wording: „5. The Management Board is authorized to increase the share capital by issuing new shares with a total nominal value of not more than 233,000 (two hundred thirty-three thousand), by way of the increase of the share capital within the limits specified above (the authorized capital), in order to pursue of the Company's investments regarding obtaining 100% control over a subsidiary YATO TOOLS. The issue price will be PLN 4.25 (four polish zloty and twenty-five cents) per share. Authorization of the Board to increase the share capital and to issue shares within the authorized capital also authorizes the issuance of shares in exchange for the contribution in-kind. The authorization referred to in the preceding sentence shall expire the end of 3 (three) years from the date of registration of this amendment to the Articles of Association.” 2. § 17 of Articles of Association is changed as follows: The following wording of point 2 letter f: „f) acquisition, disposal and encumbrance of property and setting them limited property rights, if the value of such activities exceeds 1 000 000 PLN,” is changed to the new wording: „f) acquisition, disposal and encumbrance of property and setting them limited property rights, if the value of such activities exceeds 1 000 000 PLN, with the exception of the encumbrance of property and establish them limited property rights in order to secure loans and borrowings related to the core business of the Company” §2 Pursuant to article 430 § 5 of the Commercial Companies Code, the Ordinary General Meeting of TOYA S.A. authorizes the Supervisory Board to establish a uniform text of the amended Articles of Association. §3 This Resolution shall come into force on the date of adoption with the provision that a change in the Articles of Association of the Company shall have effect from the date of entry in the Register of Entrepreneurs of the National Court Register. The Chairman concluded that in open voting participated 59.409.906 shares amounting for 78,65% of the share capital, out of which 59.409.906 valid votes were placed, including: - 59.409.906 votes in favor - 0 votes against - 0 abstained from voting There was no opposition.