Vigo Photonics S.A.

AGM Information • Oct 25, 2023

Resolution No. 1/20/11/2023 of the Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna with its registered office in Ożarów Mazowiecki dated November 20, 2023 regarding election of the Chairperson of the Extraordinary General Meeting

§1

The Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna, with registered office in Ożarów Mazowiecki, pursuant to Article 409 § 1 sentence 1 of the Commercial Companies Code and § 10 of the Regulations of the General Meeting, resolves to elect ___ as the Chairperson of the Meeting.

§2

The resolution comes into force upon its adoption.

Number of shares under which valid votes were cast: ___

Percentage of shares under which valid votes were cast in the share capital: ___% (___)

Total number of valid votes: ___

Number of votes "in favour": ___ (___)

Number of votes "against": ___ (___)

Number of votes abstaining: ___

The resolution was adopted by secret ballot.

Resolution No. 2/20/11/2023 of the Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna with its registered office in Ożarów Mazowiecki dated November 20, 2023 on the adoption of the agenda of the Extraordinary General Meeting

§1

The Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna, with its registered office in Ożarów Mazowiecki, hereby adopts the following agenda:

• 1. Opening of the Extraordinary General Meeting.
• 1. Election of the Chairperson of the Extraordinary General Meeting.
• 1. Confirmation that the Extraordinary General Meeting has been duly convened and is capable of adopting resolutions.
• 1. Approval of the agenda of the Extraordinary General Meeting.
• 1. Election of the Ballot-Counting Committee.
• 1. Presentation by the Company's Management Board of a written opinion justifying the reasons for depriving shareholders of their pre-emptive rights to series F shares.
• 1. Consideration of the opinion referred to in item 6 and adoption of a resolution on increasing the Company's share capital by way of issuing series F shares, depriving existing shareholders of all pre-emptive rights to all series F shares, dematerialisation of series F shares and rights to series F shares, applying for admission and introduction of series F shares or rights to series F shares to trading on a regulated market and amending the Company's Articles of Association.
• 1. Adoption of a resolution on remuneration of the Supervisory Board Members.
• 1. Closing of the Extraordinary General Meeting.

§2

The resolution comes into force upon its adoption.

Number of shares under which valid votes were cast: ___

Percentage of shares under which valid votes were cast in the share capital: ___% (___)

Total number of valid votes: ___

Number of votes "in favour": ___ (___)

Number of votes "against": ___ (___)

Number of votes abstaining: ___

The resolution was adopted by open ballot.

Resolution No. 3/20/11/2023 of the Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna with its registered office in Ożarów Mazowiecki dated November 20, 2023 on the election of the Ballot-Counting Committee

§1

The Annual General Meeting of VIGO Photonics Spółka Akcyjna, with registered office in Ożarów Mazowiecki, pursuant to § 21 of the Regulations of the General Meeting, resolves to appoint ________ as members of the Ballot-Counting Committee.

§2

The resolution comes into force upon its adoption.

Number of shares under which valid votes were cast: ___

Percentage of shares under which valid votes were cast in the share capital: ___% (___)

Total number of valid votes: ___

Number of votes "in favour": ___ (___)

Number of votes "against": ___ (___)

Number of votes abstaining: ___

The resolution was adopted by secret ballot.

Resolution No. 4/20/11/2023 of the Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna with its registered office in Ożarów Mazowiecki dated November 20, 2023 on the election of the Ballot-Counting Committee

§1

The Annual General Meeting of VIGO Photonics Spółka Akcyjna, with registered office in Ożarów Mazowiecki, pursuant to § 21 of the Regulations of the General Meeting, resolves to appoint ________ as members of the Ballot-Counting Committee.

§2

The resolution comes into force upon its adoption.

Number of shares under which valid votes were cast: ___

Percentage of shares under which valid votes were cast in the share capital: ___% (___)

Total number of valid votes: ___

Number of votes "in favour": ___ (___)

Number of votes "against": ___ (___)

Number of votes abstaining: ___

The resolution was adopted by secret ballot.

Resolution No. 5/20/11/2023 of the Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna with its registered office in Ożarów Mazowiecki dated November 20, 2023 on the election of the Ballot-Counting Committee

§1

The Annual General Meeting of VIGO Photonics Spółka Akcyjna, with registered office in Ożarów Mazowiecki, pursuant to § 21 of the Regulations of the General Meeting, resolves to appoint ________ as members of the Ballot-Counting Committee.

§2

The resolution comes into force upon its adoption.

Number of shares under which valid votes were cast: ___

Percentage of shares under which valid votes were cast in the share capital: ___% (___)

Total number of valid votes: ___

Number of votes "in favour": ___ (___)

Number of votes "against": ___ (___)

Number of votes abstaining: ___

The resolution was adopted by secret ballot.

Resolution No. 6/20/11/2023 of the Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna with its registered office in Ożarów Mazowiecki dated November 20, 2023

on increasing the Company's share capital by way of issuing series F shares, depriving existing shareholders of all pre-emptive rights to all series F shares, dematerialisation of series F shares and rights to series F shares, applying for admission and introduction of series F shares or rights to series F shares to trading on a regulated market and amending the Company's Articles of Association

The Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna, with its registered office in Ożarów Mazowiecki, acting pursuant to the Act of September 15, 2000 - Commercial Companies Code ("CCC"), the Articles of Association of the Company ("Articles of Association"), Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published in connection with a public offering of securities or their admission to trading on a regulated market and repealing Directive 2003/71/EC (the "Regulation"), the Act of July 29, 2005 on public offering and the conditions for introducing financial instruments into the organised trading system and on public companies (the "Offering Act") and the Act of July 29, 2005 on trading in financial instruments (the "Trading Act"), resolves as follows:

§ 1

Issue of series F shares

• 1. The Company's share capital shall be increased by an amount of not less than PLN 1.00 (one zloty) and not more than PLN 145,799.00 (one hundred and forty-five thousand seven hundred and ninety-nine zloty), i.e. to an amount of not less than PLN 729,001.00 (seven hundred and twenty-nine thousand one zloty) and not more than PLN 874. 799.00 (in words: eight hundred and seventy-four thousand seven hundred and ninety-nine zlotys), through the issue of not less than 1 (one) and not more than 145,799 (in words: one hundred and forty-five thousand seven hundred and ninety-nine) ordinary series F bearer shares with a nominal value of PLN 1.00 (one zloty) per share (hereinafter: Series F Shares).
• 1. The issue of Series F Shares shall be effected in the form of a private placement, within the meaning of Article 431 § 2.1 of the CCC, conducted by way of a public offering in the territory of the Republic of Poland, within the meaning of Article 2.d of the Regulation, exempted from the obligation to publish a prospectus set out in Article 3.1 of the Regulation, in particular pursuant to Article 1.4(a) or (d) of the Regulation, at the discretion of the Management Board of the Company, by way of addressing it exclusively to: (a) qualified investors within the meaning of Article 2(e) of the Regulation or (b) investors who will acquire Series F Shares with an aggregate value of at least EUR 100,000 per investor ("Qualified Investors"). The selection of Qualified Investors to whom offers to subscribe for Series F Shares will be made taking into account the book-building process for Series F Shares (or any other investor solicitation process).
• 1. Series F Shares will participate in dividends as follows:
• 1) Series F Shares credited for the first time to the securities account no later than on the dividend date specified in the resolution of the General Meeting of the Company on the distribution of profit shall participate in dividends starting from the profit for the previous financial year, i.e. from 1 January of the financial year immediately preceding the year in which Series F Shares were credited for the first time to the securities account;
• 2) Series F Shares credited for the first time to the securities account on a date after the dividend date specified in the resolution of the General Meeting of the Company on profit distribution shall participate in the dividend starting from the profit for the financial year in which Series F Shares were credited for the first time to the securities account, i.e. from 1 January of that financial year.
• 1. Series F Shares may only be paid for in cash.
• 1. The Series F Shares and the rights to Series F Shares shall be in dematerialised form within the meaning of the Trading Act.
• 1. Series F Shares and, if the conditions stipulated in relevant regulations are met, the rights to Series F Shares will be the subject of an application for their admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange.

§ 2

Exclusion of pre-emptive rights

• 1. Having read the written opinion of the Management Board of the Company justifying the reasons for the exclusion of the pre-emptive rights to Series F Shares of the existing shareholders, in the interest of the Company, pursuant to Article 433 § 2 of the CCC, the existing shareholders of the Company are deprived of the pre-emptive rights to all Series F Shares in full.
• 1. The written opinion of the Management Board justifying the reasons for depriving the existing shareholders of the pre-emptive right to all the Series F Shares and indicating the method of determining the issue price of the Series F Shares is attached hereto.

§ 3

Authorisation for the Management Board

• 1. The Management Board of the Company is authorised to take all actions related to the share capital increase referred to in this resolution and the public offering of Series F Shares, including:
  2. 1) to carry out the public offering,
  3. 2) to determine the principles of offering, subscription and acquisition of Series F Shares, as well as the principles of carrying out the book-building process for Series F Shares; in particular, the Management Board of the Company is authorised to determine that the issue of Series F Shares shall be carried out in such a manner that the shareholders of the Company who: (i) are Qualified Investors; (ii) hold at least 0.5% of the Company's shares (each individually) as at the end of the record date for this Extraordinary General Meeting (the "Reference Date"), provided that, in the case of investment funds, this may be the total number of shares held by more than one fund which is managed by the same investment fund company; and (iii)

document their shareholding as at the Reference Date during the book-building process by (a) submitting a certificate or certificates confirming their shareholding issued by the investment company or custodian bank maintaining the securities account of the relevant investor, or (b) registering the required number of shares for this Extraordinary General Meeting, ("Eligible Investors") shall have priority to subscribe for Series F Shares in such number as to enable such Eligible Investor to maintain no lower share in the total number of votes at the General Meeting of the Company than the share held by such Eligible Investor at the end of the Reference Date, provided that if the number of Series F Shares so determined is not a whole number, it shall be rounded down to the nearest whole number. The above shall apply on the conditionthat such Eligible Investors are invited by the Management Board of the Company to participate in the book-building process for the Series F Shares and submit declarations of interest to subscribe for the Series F Shares at an issue price not lower than the issue price of the Series F Shares as determined by the Supervisory Board and subsequently accept the offers to subscribe for the Series F Shares. The invitation of Eligible Investors and Qualified Investors to participate in the book-building process and the possible offer to subscribe for Series F Shares will be at the sole discretion of the Management Board of the Company, with the proviso that the Management Board of the Company will exercise due diligence to offer Series F Shares to those Eligible Investors who meet the conditions set out above, and the settlement of the subscription of Series F Shares to such Eligible Investor may technically be effected within a period to be determined by the Management Board of the Company,

• 3) to set a deadline for the submission of offers to acquire Series F Shares and for the Company to conclude agreements on acquisition of Series F Shares, with the proviso that the Company should conclude agreements on acquisition of Series F Shares immediately after the investors to whom the offers to acquire Series F Shares are to be made have been identified, but no later than within 6 (six) months of the date of adoption of this resolution,
• 4) to determine the final number of Series F Shares to be offered, if applicable,
• 5) to make a statement on the amount of the subscribed share capital, pursuant to Article 310 § 2 and 4 of the CCC in conjunction with Article 431 § 7 of the CCC,
• 6) to determine other rules for the issue of Series F Shares in the scope not regulated in this resolution.
• 1. In the event that after the offering of Series F Shares to all Eligible Investors holding the pre-emptive right to acquire Series F Shares referred to in §3 Section 1 Item 2 of this resolution and to other Qualified Investors participating in the book-building process, there remain uncovered Series F Shares, the Management Board shall be entitled to offer such Series F Shares to other Eligible Investors entitled to participate in the offering, freely selected by the Management Board, as long as the offering does not require the publication of a prospectus within the meaning of applicable laws or another information document for the purposes of such offering.
• 1. The Management Board of the Company shall be authorised to decide against the implementation of this resolution, to suspend its implementation, to abandon the public

offering or private placement within the meaning of Article 431 § 2 Item 1 CCC or to suspend its implementation at any time. When deciding to suspend the conduct of a public offering or a private placement within the meaning of Article 431 § 2 Item 1 of the CCC, the Management Board of the Company may not indicate a new date for its conduct, which date may be determined and made available to the public at a later date, subject to the date referred to in § 3 Section 1 Item 3 of this resolution.

• 1. Consent is given to:
  2. 1) apply for admission and introduction to trading on the regulated market of the Warsaw Stock Exchange S.A. of the Series F Shares and, if the conditions under the relevant regulations are met, of the Rights to Series F Shares,
  3. 2) dematerialise the Series F Shares and the Rights to Series F Shares and to conclude an agreement with the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) for the registration of the Series F Shares and, if the conditions for such registration are met, the Rights to Series F Shares with the securities depository.
• 1. The Company's Management Board is authorised to:
  2. 1) conclude an agreement with the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) for the registration of the Series F Shares and the Rights to Series F Shares with the securities depository,
  3. 2) undertake all factual and legal actions aiming at the admission and introduction to trading on the regulated market of the Warsaw Stock Exchange S.A. of Series F Shares and, if the conditions resulting from the relevant regulations are met, of the Rights to Series F Shares,
  4. 3) take other actions necessary for the implementation of this resolution.
• 1. The Management Board of the Company is authorised to take all necessary legal and factual actions, including the filing of appropriate motions and notifications, in connection with the implementation of the share capital increase referred to in this resolution.

§ 5

Authorisation for the Supervisory Board

The Supervisory Board of the Company is authorised to determine the issue price of the Series F Shares.

§ 5

Amendment to the Articles of Association

1. In connection with the increase of the share capital, § 7 Section 1 of the Company's Articles of Association shall have the following new wording:

"1. The share capital of the Company amounts to not less than PLN 729,001.00 (in words: seven hundred and twenty-nine thousand one zloty) and not more than PLN 874,799.00 (in words: eight hundred and seventy-four thousand seven hundred and ninety-nine zloty) and is divided into not less than 729,001 (in words: seven hundred and twenty-nine thousand one) and not more than 874,799 (in words: eight hundred and seventy-four thousand seven hundred and ninety-nine) shares with a nominal value of PLN 1.00 (one zloty) each, including:

1) 547,000 (five hundred and forty-seven thousand) series A ordinary bearer shares numbered A 0000001 to A 0547000, and

2) 147,000 (one hundred and forty-seven thousand) ordinary series C bearer shares numbered C 0000001 to C 0147000, and

3) 35,000 (thirty-five thousand) ordinary series D bearer shares numbered D 0000001 to D 0035000, and

4) not less than 1 (one) and not more than 145,799 (in words: one hundred and forty-five thousand seven hundred and ninety-nine) ordinary series F bearer shares numbered F 0000001 to not more than F 0145799."

• 1. The Company's Management Board is hereby authorised to determine the content of § 7 Section 1 of the Articles of Association on the basis of Article 310 § 2 and 4 of the Commercial Companies Code in connection with Article 431 § 7 of the Commercial Companies Code, by making a representation in the form of a notarial deed concerning the amount of the subscribed share capital after the allotment of Series F Shares.
• 1. The Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna, with registered office in Ożarów Mazowiecki, acting pursuant to Article 430 § 5 of the Commercial Companies Code, authorises the Company's Supervisory Board to determine the consolidated text of the Company's Articles of Association, taking into account the amendments to the Articles of Association made under this resolution.

§ 6

Final provisions

The resolution comes into force upon its adoption and, with respect to amendments to the Articles of Association, on the date of registration of such amendments by the registry court.

Number of shares under which valid votes were cast: ___

Percentage of shares under which valid votes were cast in the share capital: ___% (___)

Total number of valid votes: ___

Number of votes "in favour": ___ (___)

Number of votes "against": ___ (___)

Number of votes abstaining: ___

The resolution was adopted by open ballot.

Resolution No. 7/20/11/2023 of the Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna with its registered office in Ożarów Mazowiecki dated November 20, 2023 on remuneration for Members of the Supervisory Board

§1

Pursuant to Article 392 § 1 of the Commercial Companies Code and § 15 Section 3 Item 12 of the Company's Articles of Association, the Extraordinary General Meeting of VIGO System Spółka Akcyjna, with its registered office in Ożarów Mazowiecki, hereby resolves that the monthly remuneration of the Chairperson of the Supervisory Board shall amount to PLN [•] (in words: [•] 00/100) and the monthly remuneration of each Member of the Supervisory Board shall amount to PLN [•] (in words: [•] 00/100) for the period from August 1, 2023 until the end of the current joint term of office started on June 28, 2021.

§2

The resolution comes into force upon its adoption.

Number of shares under which valid votes were cast: ___

Percentage of shares under which valid votes were cast in the share capital: ___% (___)

Total number of valid votes: ___

Number of votes "in favour": ___ (___)

Number of votes "against": ___ (___)

Number of votes abstaining: ___

The resolution was adopted by open ballot.

Resolution No. 8/20/11/2023 of the Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna with its registered office in Ożarów Mazowiecki dated 20 November 2023 regarding election of a Member of the Supervisory Board

§1

The Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna, with registered office in Ożarów Mazowiecki, pursuant to Article 385 § 1 of the Commercial Companies Code and § 15 Section 3 Point 5 and § 17 Section 1 and Section 2 of the Company's Articles of Association, resolves to elect ………………………………………………… as a Member of the Supervisory Board of the Company for a joint three-year term of office starting from 28 June 2021 with the hitherto elected Members of the Supervisory Board of the Company.

§2

The resolution comes into force upon its adoption.

Number of shares under which valid votes were cast: ___

Percentage of shares under which valid votes were cast in the share capital: ___% (___)

Total number of valid votes: ___

Number of votes "in favour": ___

Number of votes "against": ___

Number of votes abstaining: ___

The resolution was adopted by secret ballot.

Resolution No. 9/20/11/2023 of the Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna with its registered office in Ożarów Mazowiecki dated 20 November 2023 regarding election of a Member of the Supervisory Board

§1

The Extraordinary General Meeting of VIGO Photonics Spółka Akcyjna, with registered office in Ożarów Mazowiecki, pursuant to Article 385 § 1 of the Commercial Companies Code and § 15 Section 3 Point 5 and § 17 Section 1 and Section 2 of the Company's Articles of Association, resolves to elect ………………………………………………… as a Member of the Supervisory Board of the Company for a joint three-year term of office starting from 28 June 2021 with the hitherto elected Members of the Supervisory Board of the Company.

§2

The resolution comes into force upon its adoption.

Number of shares under which valid votes were cast: ___

Percentage of shares under which valid votes were cast in the share capital: ___% (___)

Total number of valid votes: ___

Number of votes "in favour": ___

Number of votes "against": ___

Number of votes abstaining: ___

The resolution was adopted by secret ballot.