Antares Vision S p A : Separate Audit Report

Antares Vision S.p.A.

Financial statements as at December 31, 2022

Independent auditor's report pursuant to article 14 of Legislative Decree n. 39, dated 27 January 2010, and article 10 of EU Regulation n. 537/2014

EY S.p.A.

Via Rodolfo Vantini, 38 25126 Brescia

Tel: [phone] | [phone] ey.com

Independent auditor's report pursuant to article 14 of Legislative Decree n. 39, dated 27 January 2010 and article 10 of EU Regulation n. 537/2014

(Translation from the original Italian text)

To the Shareholders of

Antares Vision S.p.A.

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Antares Vision S.p.A. (the Company), which comprise the statement of financial position as at December 31, 2022, the income statement, the statement of other comprehensive income, the statement of changes in equity and the cash flows statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the financial statements give a true and fair view of the financial position of the Company as at December 31, 2022, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with the regulations issued for implementing art. 9 of Legislative Decree n. 38/2005.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the regulations and standards on ethics and independence applicable to audits of financial statements under Italian Laws. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

EY S.p.A.

Sede Legale: Via Meravigli, 12 - 20123 Milano Sede Secondaria: Via Lombardia, 31 - 00187 Roma Capitale Sociale Euro 2.525.000,00 i.v.

Iscritta alla S.O. del Registro delle Imprese presso la CCIAA di Milano Monza Brianza Lodi

Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. di Milano 606158 - P.IVA 00891231003 Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998 Iscritta all'Albo Speciale delle società di revisione

Consob al progressivo n. 2 delibera n.10831 del 16/7/1997

A member firm of Ernst & Young Global Limited

We identified the following key audit matters:

Key Audit Matter

Audit Response

Valuation of investments in subsidiaries

The balance of investments in subsidiaries as at December 31, 2022, accounted at cost, amounted to Euro 244.4 million, of which Euro 14.1 million due to investments carried out in 2022.

Management assesses the existence of impairment indicators on such investments at least annually, in line with the company's policy related to assets' impairment. If any indicator is identified, such investments are subject to an impairment test.

The processes and methodologies to valuate and determine the recoverable amount of investments are based on complex assumptions that, due to their nature, involve the use of judgement by management, in particular with reference to the identification of impairment indicators, to the assumptions underlying future cash flow forecasts in the period covered by the business plan of the Group, the estimate of the terminal value and the calculation of the long-term growth and discount rates applied to the future cash flow forecasts.

Considering the level of judgement and complexity of the assumptions applied in the process of assessing the existence of impairment indicators and the significance of the amounts involved, we determined that this area represents a key audit matter.

The disclosures related to the valuation of investments in subsidiaries are included in paragraph "Investments" and in note 3 "Investments".

Our audit procedures in response to this key audit matter included, among others:

• • understanding the process and key controls implemented by the Company in connection with the identification of the impairment indicators on investments in subsidiaries, taking into account the impairment test policy approved by the Board of Directors;

• • analysis and discussion with Management of the assumptions used, with the support of an independent expert, in regards to the existence of impairment indicators on investments in subsidiaries;

• • Assessed the reasonableness of the forecasted cash flows for the period covered by the business plan of the group (2023-2025) and the reasonableness of the assumption used to determine the normalized cash flows on which the terminal value is based;

• • testing of the Purchase Price Allocation accounting performed in fiscal year 2022 on the business acquisitions completed during the year;

• • assessment of the financial performance of each subsidiary and, for the most significant subsidiaries, comparison between the actual results in 2022 and the projections included in their budgets.

In performing our analysis on the Purchase Price Allocation accounting, we engaged our experts in valuation techniques, who have independently assessed the appropriateness of the methodology for the purchase price allocation process.

Lastly, we evaluated the appropriateness of the disclosures included in the explanatory notes of the financial statements as at December 31, 2022.

Revenue recognition

The financial statements of Antares Vision S.p.A. include revenue from contract with customers for Euro 78 million.

The Group subscribes certain contracts with customers that may include the obligation to deliver machinery and software, or to provide installation and support services.

The processes and the valuation techniques used to determine the recognition of the revenue from contracts with customers, including the identification of the performance obligations and the relevant consideration, are based on complex assumptions that, by their nature, involve management judgement.

Considering the level of management judgement and complexity of the assumptions adopted in the revenue recognition for these contracts, we determined that this area represents a key audit matter.

The relevant disclosure is reported in the paragraph "Revenue from contracts with customers" and in the note 25. "Revenue".

Our audit procedures in response to the key audit matter included, among others:

• • analysis of the process put in place by the Group and the relevant controls surrounding the revenue recognition process;

• • testing of a sample of contracts, including the understanding of the contract, the assessment of the identification of the performance obligation and the related criteria for the recognition of revenues, the assessment on the amount of revenue recognized and the testing of the clerical accuracy of the accruals.

Lastly, we evaluated the appropriateness of the disclosure included in the consolidated financial statements as at December 31, 2022.

Responsibilities of Directors and Those Charged with Governance for the Financial Statements

The Directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and with the regulations issued for implementing art. 9 of Legislative Decree n. 38/2005, and, within the terms provided by the law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The Directors are responsible for assessing the Company's ability to continue as a going concern and, when preparing the financial statements, for the appropriateness of the going concern assumption, and for appropriate disclosure thereof. The Directors prepare the financial statements on a going concern basis unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The statutory audit committee ("Collegio Sindacale") is responsible, within the terms provided by the law, for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with International Standards on Auditing (ISA Italia), we have exercised professional judgment and maintained professional skepticism throughout the audit. In addition:

•  we have identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error, designed and performed audit procedures responsive to those risks, and obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

•  we have obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;

•  we have evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors;

•  we have concluded on the appropriateness of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to consider this matter in forming our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern;

•  we have evaluated the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We have communicated with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We have provided those charged with governance with a statement that we have complied with the ethical and independence requirements applicable in Italy, and we have communicated them all matters that may reasonably be thought to bear on our independence, and where applicable, the actions taken to eliminate relevant risks or the safeguard measures applied.

From the matters communicated with those charged with governance, we have determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We have described these matters in our auditor's report.