THIS CURRENT REPORT AND THEINFORMATION CONTAINED HEREIN IS SUBJECT TO RESTRICTIONS AND IS NOT FORPUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY ORINDIRECTLY, IN WHOLE OR IN ANY PART, IN OR INTO THE UNITED STATES OFAMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANYOTHER COUNTRY WHERE TO DO SO WOULD BE PROHIBITED BY LAW. THIS MATERIALIS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN INVITATIONTO OR AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE READ THE LEGALDISCLAIMER AT THE END OF THIS CURRENT REPORT.
The Management Board of theIssuer, i.e. VIGO Photonics S.A., with registered office in OżarówMazowiecki (hereinafter the _quot;Issuer_quot;), hereby decides to convene anExtraordinary General Meeting (hereinafter the _quot;EGM_quot;) to be held on 20November 2023, at 10.00 a.m. at the Issuer's registered office in OżarówMazowiecki (address: ul. Poznańska 129/133, 05-850 Ożarów Mazowiecki).
The full announcement onconvening the EGM along with the content of draft resolutions anddocuments to be discussed at the EGM is attached for public informationby the Issuer's Management Board. The documents in question are alsoavailable on the websitehttps://vigophotonics.com/pl/relacje-inwestorskie/o-vigo/walne-zgromadzenie/.
At the same time, the Issuer'sManagement Board informs that the Issuer's Supervisory Board positivelyassessed the proposed agenda of the EGM as well as the matters to be thesubject of the EGM resolutions on25 October 2023.
The Issuer's Management Boardalso announces that in connection with the potential offering of SeriesF Shares it has selected WOOD _amp; Company Financial Services, a.s. SpółkaAkcyjna, Branch in Poland to act as Global Coordinator and JointBookrunner and IPOPEMA Securities S.A. to act as Joint Bookrunner.
Legal basis: Article 56(1)(2a)of the Act of 29 July 2005 on public offerings and conditions for theintroduction of financial instruments to the organised trading systemand on public companies and § 19(1)(1) and (2) of the Regulation of theMinister of Finance of 29 March 2018 on current and periodic informationprovided by issuers of securities and conditions for recognising asequivalent information required by the laws of a non-member state.
LEGAL DISCLAIMER
This current report is forinformation purposes only in the Issuer's performance of its disclosureobligations as required by law and is not for the purpose of promotingin any way, directly or indirectly, the offer, issue and subscription ofthe Issuer's securities, including the Issuer's new issue series Fshares (the _quot;New Issue Shares_quot;) and does not constitute promotionalmaterial or advertising within the meaning of Article 22 of EURegulation 2017/1129 (the _quot;Prospectus Regulation_quot;), prepared orpublished by the Issuer for the purpose of promoting the New IssueShares or their subscription or encouraging, directly or indirectly,their subscription. This current report does not contain or constitutean offer to sell or subscribe for securities or an invitation to make anoffer to purchase securities or an inducement/recommendation to purchasesecurities, nor does it constitute an investment recommendation withinthe meaning of the Market Abuse Regulation (Regulation (EU) No.596/2014) and Commission Delegated Regulation (EU) 2016/958supplementing the Market Abuse Regulation and does not under anycircumstances constitute the basis for a decision to purchase securitiesof the Issuer.
No prospectus will be releasedin connection with the matters that are the subject of this currentreport and the preparation of such prospectus is not required under theProspectus Regulation.
The New Issue Shares, if any,have not been and will not be the subject of any registration, approvalor notification under the Prospectus Regulation or the US Securities Actof 1933, as amended (the _quot;U.S. Securities Act_quot;) and may not be offeredor sold outside the territory of the Republic of Poland (including othercountries of the European Union and the United States of America) unlesssuch offer or sale could be lawfully made in the relevant countrywithout the Issuer and its advisers having to comply with any additionallegal requirements. Each investor residing or having its registeredoffice outside the territory of the Republic of Poland shouldfamiliarise itself with the relevant provisions of the Polish law andthe laws of other countries which may apply to it in this respect.
This current report is not fordistribution to or use by any person or entity in any jurisdiction wheresuch distribution or use would be contrary to local laws or otherregulations or which would create an obligation with respect toauthorisation, notification, consent or other requirements underapplicable laws. The distribution of this current report and otherrelated information may be restricted by law and persons into whosepossession any document or other information referred to in thismaterial comes should inform themselves about and observe any suchrestrictions. Failure to comply with such restrictions may constitute aviolation of the securities laws of the relevant jurisdiction.
THIS CURRENT REPORT IS NOT FORDISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA(INCLUDING THE DEPENDENT TERRITORIES AND OVERSEAS POSSESSIONS OF THEUNITED STATES AND THE DISTRICT OF COLOMBIA), AUSTRALIA, CANADA, JAPAN ORTHE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SOWOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONAND SUBJECT TO CERTAIN EXCEPTIONS. THE ISSUER'S SHARES MAY NOT BEOFFERED OR SOLD IN SUCH JURISDICTIONS OR TO OR FOR THE ACCOUNT OFCITIZENS OF THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLICOF SOUTH AFRICA OR PERSONS RESIDENT OR DOMICILED IN SUCH COUNTRIES.
This current report containsor may contain certain forward-looking statements relating to theIssuer's current expectations and projections of future events. Thesestatements, which sometimes contain words such as _quot;aim_quot;, _quot;anticipate_quot;,_quot;believe_quot;, _quot;intend_quot;, _quot;plan_quot;, _quot;estimate_quot;, _quot;expect_quot; and words of similarmeaning, reflect the beliefs and expectations of the Issuer's managementand involve a number of risks, uncertainties and assumptions that mayoccur in the future, are beyond the control of the Issuer and may causeactual results and achievements to differ materially from any expectedresults or achievements expressed or implied by the forward-lookingstatement. Statements in this current report regarding past trends oractivities should not be taken as a representation that such trends oractivities will continue in the future. The information contained inthis current report is subject to change without notice and, except asrequired by applicable law, the Issuer assumes no responsibility orobligation to publicly update or revise any forward-looking statementscontained herein, nor does it intend to do so. Undue reliance should notbe placed on forward-looking statements, which reflect only beliefs asof the date of this current report. Nothing in this current reportconstitutes or is intended to constitute a forecast or estimate ofearnings or to imply that the Issuer's earnings in the current or futurefinancial year will match or exceed the Issuer's historical or publishedearnings. In view of the risks, uncertainties and assumptions mentioned,the recipient should not place undue reliance on forward-lookingstatements as a forecast of actual results or otherwise.
This current report has beenpublished by the Issuer, which is also solely responsible for it.