The Management Board of VIGO Photonics S.A. (the "Issuer") informs that on December 11, 2024, the Issuer entered into a framework agreement with a limited liability company registered in Poland (the "Supplier") concerning the supply of thermoelectric coolers (the "Products").

Under the agreement, the Issuer undertakes to place orders with the Supplier for a minimum annual value of EUR 1,000,000 gross, with the first year for order placement being 2025. The Issuer's obligation to place minimum orders is valid until the end of 2030.

The Supplier has undertaken to refrain from supplying the Products to third parties under the terms specified in the agreement until the delivery or securing of the delivery of Products to the Issuer with a minimum annual value of EUR 1,000,000 gross is completed.

The agreement includes a provision for contractual penalties in favor of the Issuer in case of delays in the delivery of orders by the Supplier. The penalty is 0.5% of the net value of the delayed order for each day of delay, up to a maximum of 20% of the order value.

The agreement is concluded for a fixed term until December 31, 2030, after which it will automatically transform into an agreement for an indefinite period.

The agreement provides for the possibility of termination by either party before the expiration of its term, including in the event of non-performance of the obligations arising from it by the other party.

Other provisions of the agreement are consistent with commonly accepted market conditions.

The agreement has been deemed significant due to exceeding 10% of the Issuer’s equity. As of the date of the agreement, the total obligation for placing minimum orders until the end of 2030 amounts to EUR 6,000,000 gross, which, based on the exchange rate of the National Bank of Poland as of December 11, 2024, corresponds to PLN 25,596,600. Furthermore, the agreement is significant due to ensuring the long-term security of supply of critical electronic components for the Issuer through the diversification of suppliers and the location of the cooler production in Poland.

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").