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Current report no. 6/2025 of April 7, 2025
The Management Board of VIGO Photonics S.A. ("Issuer") hereby announces that on April 7, 2025, a framework agreement was concluded between the Issuer and the Polish manufacturer of optoelectronic products from the defense industry, PCO S.A. ("PCO"), concerning the supply of cooled infrared arrays for thermal imaging cameras ("Arrays") for military applications. The arrays produced by the Issuer are intended for use, among others, in combat vehicles and platforms used by the Polish army. The purpose of the Agreement is to define the principles and conditions of long-term cooperation between the Parties aimed at:
a) the Issuer’s final development of the Arrays in accordance with the PCO’s needs, the PCO’s carrying out tests of the Arrays and undertaking other activities specified in the Agreement;
b) the production of Arrays by the Issuer and their sale to PCO for the purpose of their use in PCO's own products or for their further resale (distribution) in the territory of the Republic of Poland.
The Agreement was concluded for a fixed term until 31 December 2031. According to the Agreement, the Issuer is to deliver an appropriate number of Arrays for testing by the end of 2025. Successful completion of the tests will allow for the transition to the phase of production and sale of Arrays to PCO, which is expected at the beginning of 2026. As of the date of commencement of the production and sale phase, the Issuer is obliged to produce and sell Arrays, and PCO to purchase and accept Arrays on the terms and conditions specified in the Agreement. The Issuer has undertaken to ensure appropriate production capacities of Arrays starting from 2026. The Issuer will inform about the progress in the implementation of the Agreement in appropriate reports.
In accordance with the Agreement, PCO is obliged to order at least a specified (minimum) part of its demand for Arrays in each year of the Agreement, provided that PCO has orders in which Arrays are used. PCO may place an Order exceeding the forecasted production capacity of Arrays after prior agreement with the Issuer to increase the production capacity specified for a given year.
The estimated value of the agreement, corresponding to the minimum orders of Arrays, excluding sales within the framework of distribution amounts to PLN 191,860,000 (in words: one hundred ninety-one million eight hundred sixty thousand zlotys). The agreement has been deemed significant due to its value exceeding 10% of the Issuer's equity. From any sales within the framework of distribution, the Issuer will be obliged to pay a commission to PCO, on the terms described below.
The total aggregate liability of the Issuer under the performance of the Agreement for any reason (contractual liability) is limited to an amount equal to 20% of the value of all orders placed at the time of the Issuer's breach of the provisions of the Agreement, but not more than PLN 20,000,000.
The total aggregate liability of PCO under the Agreement for any reason (contractual liability) may not exceed PLN 20,000,000.
In the event of termination of the Agreement for reasons attributable to PCO, the Issuer is entitled to a contractual penalty from PCO. PCO is entitled to demand payment of a contractual penalty from the Issuer in the event of late delivery or failure to complete an order.
The Agreement may be terminated, among others, in the event of PCO’s failure to order the minimum number of Arrays specified in the Agreement in a given calendar year, significant delays in the delivery or removal of defects in the products delivered by VIGO, negative results of the Research phase.
The Issuer, in terms of the sale of Arrays, appoints PCO as the distributor of Arrays on the terms specified in the Agreement. During the term of the Agreement, the Issuer undertakes not to conduct its own sale of Arrays in the territory of the Republic of Poland (competitive activity towards PCO), apart from their sale to PCO, with the proviso that if this were to happen, the Issuer will be obliged to pay PCO a commission set at 10% of the sales price paid to the Issuer directly by the customer.
The remaining provisions do not differ from generally applicable market conditions.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC ("MAR Regulation").
