Current Report No. 31/2026 of July 22, 2026
THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL.
THIS MATERIAL IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN INVITATION OR OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE REFER TO 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 "Company" or the "Issuer"), with reference to Current Report No. 15/2026 dated June 17, 2026, Current Report No. 23/2026 dated July 13, 2026, Current Report No. 25/2026 dated July 14, 2026, Current Report No. 26/2026 dated July 15, 2026, and Current Report No. 30/2026 dated July 22, 2026, hereby informs that on July 22, 2026, on the basis of and within the limits of the authorization granted by the Extraordinary General Meeting in Resolution No. 6/13/07/2026 dated July 13, 2026 (the "Issuance Resolution"), it executed a statement in the form of a notarial deed regarding the amount of subscribed share capital and specifying the amount of the Company's share capital.
In view of the above, upon registration by the registration court, the share capital of the Company will be increased from PLN 874,799.00 (eight hundred seventy-four thousand seven hundred ninety-nine Polish Zlotys) by PLN 131,219.00 (one hundred thirty-one thousand two hundred nineteen Polish Zlotys) to PLN 1,006,018.00 (one million six thousand eighteen Polish Zlotys).
In connection with the specification of the amount of the Company's share capital, §7 section 1 of the Articles of Association of the Company shall be amended and read as follows:
"1. The share capital of the Company amounts to PLN 1,006,018.00 (in words: one million six thousand eighteen Polish Zlotys) and is divided into 1,006,018 (in words: one million six thousand eighteen) shares with a nominal value of PLN 1.00 (one Polish Zloty) each, including:
1. 547,000 (in words: five hundred forty-seven thousand) series A ordinary bearer shares numbered from A 0000001 to A 0547000, and
2. 147,000 (in words: one hundred forty-seven thousand) series C ordinary bearer shares numbered from C 0000001 to C 0147000, and
3. 35,000 (in words: thirty-five thousand) series D ordinary bearer shares numbered from D 0000001 to D 0035000, and
4. 145,799 (in words: one hundred forty-five thousand seven hundred ninety-nine) series F ordinary bearer shares numbered from F 0000001 to F 0145799, and
5. 131,219 (in words: one hundred thirty-one thousand two hundred nineteen) series G ordinary bearer shares numbered from G 0000001 to G 0131219."
The above-mentioned amendment to the Articles of Association of the Company will become effective upon the entry into the register of entrepreneurs of the National Court Register made by the competent registration court, of which the Company will inform in a separate current report.
LEGAL DISCLAIMER
This current report is for information purposes only in performance by the Issuer of its disclosure obligations required by law and does not in any way, directly or indirectly, serve to promote the offering, issuance and subscription for securities of the Issuer, including 131,219 new series G ordinary bearer shares with a nominal value of PLN 1.00 each issued by the Company (the "New Issue Shares") as well as existing shares offered for sale by a substantial shareholder of the Issuer – Warsaw Equity ASI S.A. (the "Sale Shares"), and does not constitute promotional material or advertising within the meaning of Article 22 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"), 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 Sale Shares, or subscription or acquisition thereof, or encouraging, directly or indirectly, subscription or acquisition thereof. This current report does not contain or constitute an offer to sell or subscribe for securities, nor an invitation to submit an offer to acquire securities, or an encouragement/recommendation to acquire securities, including 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 constitutes a basis for making decisions to acquire securities of the Issuer.
In connection with the matters being the subject of this current report, no prospectus will be made available, and the preparation of such prospectus is not required pursuant to the Prospectus Regulation.
The New Issue Shares and, should a decision be made to sell them, the Sale Shares, have not been and will not be subject to registration, approval or notification in accordance with the provisions of the Prospectus Regulation or the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold outside the territory of the Republic of Poland (including in 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 meet 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 Sale Shares, will be conducted in reliance on available exemptions from registration requirements provided for in the U.S. Securities Act, in accordance with Regulation S issued thereunder, as amended ("Regulation S"). Each investor residing or seated outside 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 respect.
The planned public offering of the New Issue Shares and, should a decision be made to sell them, the Sale Shares, will be conducted in compliance with applicable provisions of law, including that the New Issue Shares and, should a decision be made to sell them, the Sale Shares, are not and will not be offered to entities 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 destabilising the situation in Ukraine, Council Regulation (EC) No 765/2006 of 18 May 2006 concerning restrictive measures in respect of Belarus and the involvement of Belarus in the Russian aggression against Ukraine, the Act of 13 April 2022 on special solutions regarding countering support for aggression against Ukraine and serving to protect national security; (ii) the United Kingdom; (iii) the United Nations; and (iv) other organizations and public institutions such as the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, the U.S. Department of State, His Majesty's Treasury, or another competent body imposing or enforcing sanctions applicable in Poland ("Sanctions") or residing, operating in, or being residents of a country or territory subject to Sanctions (including: 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 applicable Sanctions laws and regulations), Belarus, Cuba, Iran, the Democratic People's Republic of Korea, Syria, Sudan, and South Sudan).
This current 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, permit, or other requirements arising from relevant regulations. The distribution of this current 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 any such restrictions. Failure to comply with these restrictions may constitute a violation of securities laws in a given jurisdiction.
THIS CURRENT REPORT IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION, SUBJECT TO CERTAIN EXCEPTIONS. THE SECURITIES OF THE ISSUER MAY NOT BE OFFERED OR SOLD IN SUCH JURISDICTIONS OR TO OR FOR THE ACCOUNT OR BENEFIT OF CITIZENS OF THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR PERSONS RESIDING OR SEATED IN THESE COUNTRIES.
This current report contains or may contain certain forward-looking statements regarding the Issuer's current expectations and forecasts 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 control of the Issuer, and may cause actual results and achievements to differ materially from any expected results or achievements expressed or implied in the forward-looking statements. Statements contained in this current report regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Information contained in this current report is subject to change without notice and, except as required by applicable law, the Issuer assumes no obligation and does not intend to publicly update or review any forward-looking statements contained herein. Undue reliance should not be placed on forward-looking statements, which reflect beliefs only as of the date of publication of this current report. None of the statements contained in this current report constitutes or is intended to constitute a profit forecast or estimate, nor is it intended to imply that the Issuer's profits for the current or future financial year will match or exceed historical or published profits of the Issuer. In light of these risks, uncertainties, and assumptions, the recipient should not place undue reliance on forward-looking statements as a forecast 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 current 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 current report has been published by the Issuer, which also assumes sole responsibility for it. This current report has not been approved by any regulatory authority or stock exchange.
Legal basis: Article 17(1) of the MAR Regulation – inside information