Current reportno. 6/2025 of April 7, 2025
The ManagementBoard of VIGO Photonics S.A. ("Issuer") hereby announces that on April7, 2025, a framework agreement was concluded between the Issuer and thePolish manufacturer of optoelectronic products from the defenseindustry, PCO S.A. ("PCO"), concerning the supply of cooled infraredarrays for thermal imaging cameras ("Arrays") for military applications.The arrays produced by the Issuer are intended for use, among others, incombat vehicles and platforms used by the Polish army. The purpose ofthe Agreement is to define the principles and conditions of long-termcooperation between the Parties aimed at:
a) the Issuer'sfinal development of the Arrays in accordance with the PCO's needs, thePCO's carrying out tests of the Arrays and undertaking other activitiesspecified in the Agreement;
b) the productionof Arrays by the Issuer and their sale to PCO for the purpose of theiruse in PCO's own products or for their further resale (distribution) inthe territory of the Republic of Poland.
The Agreement wasconcluded for a fixed term until 31 December 2031. According to theAgreement, the Issuer is to deliver an appropriate number of Arrays fortesting by the end of 2025. Successful completion of the tests willallow for the transition to the phase of production and sale of Arraysto PCO, which is expected at the beginning of 2026. As of the date ofcommencement of the production and sale phase, the Issuer is obliged toproduce and sell Arrays, and PCO to purchase and accept Arrays on theterms and conditions specified in the Agreement. The Issuer hasundertaken to ensure appropriate production capacities of Arraysstarting from 2026. The Issuer will inform about the progress in theimplementation of the Agreement in appropriate reports.
In accordance withthe Agreement, PCO is obliged to order at least a specified (minimum)part of its demand for Arrays in each year of the Agreement, providedthat PCO has orders in which Arrays are used. PCO may place an Orderexceeding the forecasted production capacity of Arrays after prioragreement with the Issuer to increase the production capacity specifiedfor a given year.
The estimatedvalue of the agreement, corresponding to the minimum orders of Arrays,excluding sales within the framework of distribution amounts to PLN191,860,000 (in words: one hundred ninety-one million eight hundredsixty thousand zlotys). The agreement has been deemed significant due toits value exceeding 10% of the Issuer's equity. From any sales withinthe framework of distribution, the Issuer will be obliged to pay acommission to PCO, on the terms described below.
The totalaggregate liability of the Issuer under the performance of the Agreementfor any reason (contractual liability) is limited to an amount equal to20% of the value of all orders placed at the time of the Issuer's breachof the provisions of the Agreement, but not more than PLN 20,000,000.
Thetotal aggregate liability of PCO under the Agreement for any reason(contractual liability) may not exceed PLN 20,000,000.
Inthe event of termination of the Agreement for reasons attributable toPCO, the Issuer is entitled to a contractual penalty from PCO. PCO isentitled to demand payment of a contractual penalty from the Issuer inthe event of late delivery or failure to complete an order.
TheAgreement may be terminated, among others, in the event of PCO's failureto order the minimum number of Arrays specified in the Agreement in agiven calendar year, significant delays in the delivery or removal ofdefects in the products delivered by VIGO, negative results of theResearch phase.
TheIssuer, in terms of the sale of Arrays, appoints PCO as the distributorof Arrays on the terms specified in the Agreement. During the term ofthe Agreement, the Issuer undertakes not to conduct its own sale ofArrays in the territory of the Republic of Poland (competitive activitytowards PCO), apart from their sale to PCO, with the proviso that ifthis were to happen, the Issuer will be obliged to pay PCO a commissionset at 10% of the sales price paid to the Issuer directly by thecustomer.
The remainingprovisions do not differ from generally applicable market conditions.
Legal basis:Article 17(1) of Regulation (EU) No 596/2014 of the European Parliamentand of the Council of 16 April 2014 on market abuse (market abuseregulation) and repealing Directive 2003/6/EC of the European Parliamentand of the Council and Commission Directives 2003/124/EC, 2003/125/ECand 2004/72/EC ("MAR Regulation").