Report No. 15/2026 of June 17, 2026
THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN ARE SUBJECT TO RESTRICTIONS AND ARE NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION, OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE TERRITORY OF THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, OR ANY OTHER COUNTRIES WHERE SUCH PUBLICATION, ANNOUNCEMENT, DISTRIBUTION, OR TRANSMISSION WOULD BE UNLAWFUL. THIS MATERIAL IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN INVITATION OR AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE READ THE LEGAL DISCLAIMERS AT THE END OF THIS CURRENT REPORT.
The Management Board of VIGO Photonics S.A. with its registered office in Ożarów Mazowiecki (the "Issuer") hereby publicly announces that on June 17, 2026, it adopted a resolution on the intention to increase the Issuer's share capital through the issuance of no more than 131,219 (one hundred thirty-one thousand two hundred nineteen) newly issued series G ordinary bearer shares, each with a nominal value of PLN 1.00 (one zloty) (the "New Issue Shares").
The issuance of the New Issue Shares will be carried out as a public offer within the meaning of Article 2(d) of 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 (the "Prospectus Regulation"), under a procedure that does not require the preparation, approval, or availability of a prospectus or any other information (offering) document (the "Public Offering").
The terms and conditions of the Public Offering will be specified in detail in the resolution of the Issuer's General Meeting concerning the share capital increase through the issuance of the New Issue Shares. The Issuer's Management Board intends to convene an Extraordinary General Meeting of the Issuer with an agenda including the adoption of the said resolution.
The draft resolution of the Issuer's General Meeting regarding the share capital increase through the issuance of the New Issue Shares will provide for an authorization for the Issuer's Management Board to determine the rules for offering and subscribing for the New Issue Shares in such a way that the existing shareholders of the Issuer who: (i) are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation or investors who acquire New Issue Shares for a total value of at least EUR 100,000 per investor; (ii) held at least 0.5% of the Issuer's shares (each individually) as of the end of the record date for the Extraordinary General Meeting, provided that in the case of investment funds, this may be the aggregate number of shares held by more than one fund managed by the same investment fund company; and (iii) document their shareholding as of that date in connection with the bookbuilding process (the "Eligible Investors") – shall be entitled to a priority to subscribe for the New Issue Shares in a number allowing them to maintain a share in the total number of votes at the General Meeting of the Issuer not lower than the share held at the end of the record date for the Extraordinary General Meeting, provided that such Eligible Investors are invited by the Issuer's Management Board to participate in the bookbuilding process for the New Issue Shares and submit declarations of interest to subscribe for the New Issue Shares at an issue price not lower than the issue price determined by the Issuer's Supervisory Board, and subsequently accept the offers to subscribe for the New Issue Shares.
The Public Offering may also include, should an appropriate decision be made by a significant shareholder of the Issuer – Warsaw Equity ASI S.A., an entity controlled by Warsaw Equity Management S.A. (the "Shareholder"), the sale of existing shares in the Issuer's share capital held by the Shareholder. According to a letter received by the Issuer from the Shareholder today, the Shareholder expressed its intention to participate in the Public Offering by offering for sale up to 124,800 (one hundred twenty-four thousand eight hundred) existing shares in the share capital of the Issuer held by the Shareholder (the "Shares sale"), provided that the final number of Sale Shares subject to the Public Offering and their sale price to investors will be determined between the Shareholder, the Issuer, and the investment firm intermediating in the Public Offering, based on the results of the bookbuilding process for the shares offered under the Public Offering. The Shareholder's intention is to set the sale price of the Shares Sale at a level not lower than PLN 600.00 (six hundred zlotys) per share. The above letter expresses the Shareholder's intention and does not constitute a binding commitment of the Shareholder to sell shares, nor an offer within the meaning of Article 66 of the Act of 23 April 1964 – the Civil Code. The final decision of the Shareholder regarding participation in the Public Offering and the number of shares offered for sale will be made by the Shareholder taking into account market conditions and the final parameters of the Public Offering.
The Issuer assumes that as a result of the Public Offering, it will raise financial resources in an approximate amount of up to approx. PLN 80 million (the "Proceeds from the Issuance"). The Proceeds from the Issuance are intended to be used to continue the most important development projects implemented by the Issuer, in accordance with the development strategy for the years 2021-2026 adopted by the Issuer's Management Board in June 2021, of which the Issuer informed in Report No. 12/2021 dated June 16, 2021, including, in particular, those aimed at strengthening the Issuer's position as a leading supplier of modern dual-use (military and civilian) optoelectronic components and solutions. The main objective of the issuance is to launch the production of infrared matrices, which are a critical component in military thermal imaging cameras. The Proceeds from the Issuance will allow the Issuer, in particular, to: (i) complete the technology transfer from technology partners, (ii) purchase equipment for the infrared matrix production line, (iii) launch serial production of infrared matrices, (iv) further optimize the products and adapt them to the requirements of new customers, as well as (v) explore the European infrared matrix market and acquire further customers from the defense industry. The Proceeds from the Issuance will also be allocated to the performance of the framework contract concluded with PCO S.A., the estimated value of which is approx. PLN 191.8 million, the conclusion of which the Issuer reported in Report No. 6/2025 dated April 7, 2025.
In view of the foregoing, on June 17, 2026, the Issuer concluded an agreement with Trigon Dom Maklerski S.A. ("Trigon Dom Maklerski"), the subject of which is the engagement of Trigon Dom Maklerski to advise on the structuring and preparation of the Public Offering, including with respect to the potential sale of the Issuer's existing shares by the Shareholder, as well as potential future support for the Issuer in the process of implementing the Public Offering, under which Trigon Dom Maklerski will act as the Global Coordinator and Joint Bookrunner.
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.
LEGAL DISCLAIMER
This current report is for information purposes only, in the performance of the Issuer's statutory disclosure obligations, and does not serve in any way, directly or indirectly, to promote the offering, issuance, and subscription of the Issuer's securities, including the New Issue Shares and, should a decision be made to sell them, the Shares Sale, and is not a promotional material or advertisement within the meaning of Article 22 of the Prospectus Regulation, prepared or published by the Issuer for the purpose of promoting the New Issue Shares and, should a decision be made to sell them, the Shares Sale, or their subscription or acquisition, or encouraging, directly or indirectly, their subscription or acquisition. This report does not contain or constitute an offer to sell or subscribe for securities, or an invitation to submit an offer to buy securities, or an encouragement/recommendation to buy securities, including that it does not constitute an investment recommendation within the meaning 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 (the "MAR Regulation") and Commission Delegated Regulation (EU) 2016/958 of 9 March 2016 supplementing the MAR Regulation, and under no circumstances does it constitute a basis for making a decision to acquire the Issuer's securities.
In connection with the matters being the subject of this report, no prospectus will be made available, and the preparation of such a prospectus is not required under the Prospectus Regulation.
The New Issue Shares and, should a decision be made to sell them, the Shares Sale, have not been and will not be subject to registration, approval, or notification under the provisions of the Prospectus Regulation or the U.S. Securities Act of 1933 (the "U.S. Securities Act"), and may not be offered or sold outside the borders of the Republic of Poland (including within the territory of other European Union countries and the United States of America), unless in a given country such offer or sale could be made lawfully, without the need to fulfill any additional legal requirements by the Issuer and its advisors, provided that the offer of the New Issue Shares and, should a decision be made to sell them, the Shares Sale, will be conducted on the basis of applicable exemptions from the registration requirements provided for in the U.S. Securities Act, pursuant to Regulation S issued thereunder. Every investor residing or having its registered office outside the borders of the Republic of Poland should familiarize themselves with the relevant provisions of Polish law and the laws of other countries that may apply to them in this regard.
The Public Offering will be conducted in compliance with the applicable laws, including that the New Issue Shares and, should a decision be made to sell them, the Shares Sale, are not and will not be offered to entities that are subject to any sanctions adopted or enforced by: (i) the European Union or the Republic of Poland, including in particular Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia's actions destabilizing the situation in Ukraine, Council Regulation (EC) No 765/2006 of 18 May 2006 concerning restrictive measures in view of the situation in Belarus and the involvement of Belarus in the Russian aggression against Ukraine, the Act of 13 April 2022 on special solutions to counteract supporting aggression against Ukraine and serving to protect national security; (ii) the United Kingdom; (iii) the United Nations; and (iv) other public organizations and institutions such as the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury, the US Department of State, His Majesty’s Treasury, or another competent authority imposing or enforcing sanctions applicable in Poland ("Sanctions"), or having their registered office, operating in the territory of, or being residents in a country or territory subject to Sanctions (including, among others: Russia, Crimea, regions occupied by Russia in Ukraine, including the Donetsk People's Republic and the Luhansk People's Republic (in each case within the meaning of and in accordance with the relevant law and regulations concerning Sanctions), Belarus, Cuba, Iran, the Democratic People's Republic of Korea, Syria, Sudan, and South Sudan).
This report is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to local laws or other regulations, or which would create an obligation regarding authorization, notification, licensing, or other requirements under the relevant regulations. The distribution of this report and other information related thereto may be restricted by law, and persons who come into possession of any document or other information referred to in this material should inform themselves about and observe such restrictions. Failure to comply with the said restrictions may constitute a violation of securities laws in the given jurisdiction.
THIS REPORT IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE TERRITORIES AND POSSESSIONS OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT REGULATIONS IN THAT JURISDICTION, AND SUBJECT TO CERTAIN EXCEPTIONS. THE ISSUER'S SHARES MAY NOT BE OFFERED OR SOLD IN SUCH JURISDICTIONS, OR TO OR FOR THE ACCOUNT OF CITIZENS OF THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA, OR PERSONS HAVING THEIR PERMANENT RESIDENCE OR REGISTERED OFFICE IN THOSE COUNTRIES.
This report contains or may contain certain forward-looking statements relating to the Issuer's current expectations and projections regarding future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect", and words of similar meaning, reflect the beliefs and expectations of the Issuer's Management Board and involve a number of risks, uncertainties, and assumptions that may occur in the future, are beyond the Issuer's control, and could cause actual results and achievements to differ materially from any expected results or achievements expressed or implied by the forward-looking statements. Statements contained in this report regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this report is subject to change without notice and, except as required by applicable law, the Issuer assumes no responsibility or obligation to publicly update or review any forward-looking statements contained herein, nor does it intend to do so. Undue reliance should not be placed on forward-looking statements, which reflect beliefs only as of the date of publication of this report. None of the statements contained in this report constitutes or is intended to constitute a profit forecast or estimate, nor is it intended to suggest that the Issuer's profits in the current or future financial year will match or exceed the historical or published profits of the Issuer. In connection with the said risks, uncertainties, and assumptions, the recipient should not place undue reliance on forward-looking statements as a prediction of actual results or otherwise.
Each investor or potential investor should conduct their own investigation, analysis, and evaluation of the business and data described in this report and publicly available information. The price and value of securities can decrease as well as increase. Past performance is no guide to future performance.
This report has been published by the Issuer, which also bears sole responsibility for it. This report has not been approved by any regulatory authority or stock exchange.