Vigo Photonics S.A.

Related Party Transaction • Dec 12, 2024

Report Content The Management Board of VIGO Photonics S.A. (the _quot;Issuer_quot;) informs thaton December 11, 2024, the Issuer entered into a framework agreement witha limited liability company registered in Poland (the _quot;Supplier_quot;)concerning the supply of thermoelectric coolers (the _quot;Products_quot;).

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

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

The agreement includes a provision for contractual penalties in favor ofthe 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 dayof 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 anindefinite period.

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

Other provisions of the agreement are consistent with commonly acceptedmarket conditions.

The agreement has been deemed significant due to exceeding 10% of theIssuer's equity. As of the date of the agreement, the total obligationfor placing minimum orders until the end of 2030 amounts to EUR6,000,000 gross, which, based on the exchange rate of the National Bankof Poland as of December 11, 2024, corresponds to PLN 25,596,600.Furthermore, the agreement is significant due to ensuring the long-termsecurity of supply of critical electronic components for the Issuerthrough the diversification of suppliers and the location of the coolerproduction in Poland.