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Current Report No. 33/2026 of July 22, 2026
The Management Board of VIGO Photonics S.A. with its registered office in Ożarów Mazowiecki (hereinafter referred to as the "Issuer" or the "Company"), hereby informs that on July 22, 2026, it learned about the registration on July 22, 2026, by the District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Division of the National Court Register, of amendments to the Company's Articles of Association adopted by Resolution No. 23/24/06/2026 of the Annual General Meeting of the Company dated June 24, 2026 on amending the Articles of Association of the Company, the adoption of which the Issuer reported in Current Report No. 17/2026 of June 24, 2026.
The registration applies to the following amendments to the Articles of Association of the Company:
1. Amendment to § 19 section 3 of the Articles of Association of the Company, which shall read as follows:
"3. In the event of expiration of the mandate of a member of the Supervisory Board holding the status of an independent member of the audit committee referred to in § 21 section 4 below, the co-opted member of the Supervisory Board should meet the criteria specified in the Act on Statutory Auditors."
2. Amendment to § 21 section 2 item 8 of the Articles of Association of the Company, which shall read as follows:
"8) expressing consent to any disposal of rights by the Company (in particular by way of sale, encumbrance with a limited property right or other right in favor of a third party, donation, or legal transactions resulting in the expiration of a right) and incurring liabilities not provided for in the budget approved by the Supervisory Board with an individual value exceeding PLN 10,000,000 (ten million). The obligation to obtain consent also applies to incurring an obligation with a single entity regarding recurring or continuous performance, if the total value of the performance resulting therefrom exceeds PLN 10,000,000.00 (ten million) in a financial year. The obligation to obtain consent does not apply to agreements concluded within the scope of the Company's operational activities and falling within the scope of the Company's business object specified in § 4 of the Articles of Association, excluding agreements under which the Company establishes or undertakes to establish performance security for a proper performance of an agreement with an individual value exceeding PLN 10,000,000 (ten million);"
3. Amendment to § 21 section 2 item 10 of the Articles of Association of the Company, which shall read as follows:
"10) expressing consent to the conclusion by the Company of a material transaction with a related party, taking into account detailed provisions in this respect contained in Chapter 4b of the Public Offering Act;"
4. Amendment to § 21 section 4 of the Articles of Association of the Company, which shall read as follows:
"4. From the date of admission of the Company's shares to trading on the regulated market operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.), if the Supervisory Board consists of more than 5 members, the Supervisory Board shall appoint an audit committee meeting the requirements specified in the Act on Statutory Auditors."
5. Amendment to § 28 section 2 of the Articles of Association of the Company, which shall read as follows:
"2. Disposal of a right or incurring an obligation with an individual value exceeding PLN 10,000,000 (ten million) requires the consent of the Supervisory Board expressed in the form of a resolution. This obligation also applies to obligations regarding recurring or continuous performance, if the value of performance resulting therefrom exceeds PLN 10,000,000.00 (ten million) in a financial year. This obligation does not apply to transactions provided for in the Company's budget approved by the Supervisory Board and to agreements concluded within the scope of the Company's operational activities and falling within the scope of the Company's business object specified in § 4 of the Articles of Association, excluding agreements under which the Company establishes or undertakes to establish performance security for a proper performance of an agreement with an individual value exceeding PLN 10,000,000 (ten million)."
6. Amendment to § 35 of the Articles of Association of the Company, which shall read as follows:
"For the purposes of these Articles of Association:
1. "Commercial Companies Code" means the Act of September 15, 2000 – Commercial Companies Code (consolidated text: Journal of Laws of 2024, item 18, as amended);
2. "Act on Statutory Auditors" means the Act of May 11, 2017 on Statutory Auditors, Audit Firms and Public Oversight (consolidated text: Journal of Laws of 2025, item 1891, as amended);
3. "Act on Trading" means the Act of July 29, 2005 on Trading in Financial Instruments (consolidated text: Journal of Laws of 2024, item 722, as amended);
4. "Public Offering Act" means the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (consolidated text: Journal of Laws of 2025, item 592, as amended)."
The Management Board of the Issuer attaches hereto the consolidated text of the Articles of Association of the Company established by Resolution No. 1/30/6/2026 of the Supervisory Board of the Company dated June 30, 2026, incorporating the registered amendments to the Articles of Association of the Company.
Legal basis: Article 56(1)(2) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies dated July 29, 2005, and § 5 item 1 and § 6 of the Regulation of the Minister of Finance on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state dated June 6, 2025 (Journal of Laws of 2025, item 755).
Attachments: Consolidated text of the Articles of Association of VIGO Photonics S.A.
