Antares Vision S p A : AVG - Financial Report 1H21.pdf

Antares Vision S.p.A.

Registered office: Via del Ferro 16, Travagliato (BS), Italy

Authorised share capital Euro 171,806 subscribed and paid up for Euro 169,419

Brescia Companies Register, Tax Code and VAT no. 02890871201

Chamber of Commerce REA no. 000000523277

HALF-YEAR FINANCIAL REPORT AT 30/06/2021

REPORT ON OPERATIONS

This document presents the half-year financial report at 30 June 2021 of the group of companies headed up by Antares Vision S.p.A. (hereinafter also referred to as "Antares Vision", "Antares Vision Group" or "the Group"), consisting of the statement of financial position, income statement, statement of other comprehensive income, statement of changes in shareholders' equity, cash flow statement and explanatory notes.

In it we explain our business activities, show the results, consolidated financial position and cash flow and point out the most significant facts that characterised the operations of Antares Vision during the first half of 2021; we also provide you with information about the main events that took place after the end of the period.

Please refer to the notes for an analysis of the Group's main risks and how they are managed.

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Business activities

The Antares Vision Group is a world leader in the research and development, design, study, construction and installation of Track & Trace solutions for the traceability of products throughout their entire life cycle, from the raw materials to production, from the end-consumer to recycling; also of Inspection systems for quality control used in various segments: pharmaceuticals, biomedical devices, food & beverage, cosmetics and packaged consumer goods generally. Antares Vision also offers software solutions for Smart Data Management and provides assistance and maintenance services linked to the solutions and systems that it sells.

The solutions and systems developed by Antares Vision, consisting of an integration and combination of hardware and software components, can be added on to any type of automatic or manual production line to provide primary1 and secondary packaging2.

Through its offices in Italy and its foreign subsidiaries and branches, three research centres in Italy and a network of over 40 partners worldwide, Antares Vision has a presence in over 60 countries with comprehensive and flexible solutions and related services. With 20 years of experience of the founder partners in vision technologies and more than 2,000 production lines installed in over 200 production plants worldwide, Antares Vision supplies 10 of the world's 20 leading pharmaceutical companies (by turnover) and has consolidated relationships with the main multinationals in the beverage sector (by turnover).

Corporate bodies

Board of Directors

The Shareholders' Meeting of Antares Vision S.p.A. held on 22 February 2021 (with effect from the starting date of trading on the Mercato Telematico Azionario) appointed a Board of Directors consisting of nine members, which will remain in office for three years, i.e. up to the date of approval of the financial statements at 31 December 2023.

• In other words, packaging that comes into direct contact with the product that it contains, such as blisters, sachets, bottles, vials and tubes.
  2 This is the external packaging that contains the primary packaging to protect it from damage.

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	Board of Directors
Office		Name and surname
Chairman and CEO		Emidio Zorzella*
CEO		Massimo Bonardi*
Director with powers		Alioscia Berto*
Director		Fabio Forestelli**
Director		Martina Paola Alessandra Monico***
Director		Marco Claudio Vitale****
Director		Fiammetta Roccia***
Director		Cristina Spagna****
Director		Fabiola Mascardi****
*Executive.

• Executive with powers in the subsidiary FT System S.r.l.
• Non-executiveand non-independent.
• Non-executiveand independent.

Board of Statutory Auditors

The Shareholders' Meeting of Antares Vision S.p.A. held on 22 February 2021 (with effect from the starting date of trading on the Mercato Telematico Azionario) appointed a Board of Statutory Auditors consisting of three acting members and two alternate members, which will remain in office for three years, i.e. up to the date of approval of the financial statements at 31 December 2023.

	Board of Statutory Auditors
Office		Name and surname
Chairman		Enrico Broli
Acting Auditor		Germano Giancarli
Acting Auditor		Stefania Bettoni
Alternate Auditor		Paolo Belleri
Alternate Auditor		Ramona Corti

Board Sub-committees

On 22 February 2021, subject to the starting date of trading on the Mercato Telematico Azionario, the Board of Directors followed the recommendations of the Corporate Governance Code approved by Borsa Italiana S.p.A. and appointed a Control, Risks and Sustainability Committee consisting of three non-executive, independent directors, two of whom have adequate knowledge and experience in accounting, finance and risk management.

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	Control, Risks and Sustainability Committee *
Office		Name and surname
Chairman		Marco Claudio Vitale**
Member		Cristina Spagna
Member		Fabiola Mascardi**

• The functions and duties regarding related-party transactions have also been assigned to the Control, Risks and Sustainability Committee.

** Director with adequate knowledge and experience in accounting, finance and risk management.

On 22 February 2021, subject to the starting date of trading on the Mercato Telematico Azionario, the Board of Directors followed the recommendations of the Corporate Governance Code approved by Borsa Italiana S.p.A. and appointed a Nominations and Remuneration Committee consisting of three non-executive, independent directors, one of whom has adequate knowledge and experience in finance and remuneration policies.

	Nominations and Remuneration Committee
Office		Name and surname
Chairman		Cristina Spagna*
Member		Marco Claudio Vitale
Member		Fabiola Mascardi

* Director with adequate knowledge and experience in financial matters and remuneration policies.

Supervisory Board

The Supervisory Board was appointed on 29 March 2021 and will remain in office until the date of the Shareholders' Meeting called to approve the financial statements at 31 December 2023.

	Supervisory Board
Office		Name and surname
Chairman		Francesco Menini
Internal Member		Martina Monico
Internal Member		Silvia Baresi

Independent Auditors

On 22 February 2021 (with effect from the starting date of trading on the Mercato Telematico Azionario) the Shareholders' Meeting of Antares Vision S.p.A. appointed EY S.p.A., with registered office in Via Lombardia 31, Rome, registered in the Companies Register of Rome, registration number, tax code and VAT number 00434000584 and under no. 70945 of the Register of Legal Auditors at the Ministry of Economy and Finance pursuant to art. 6 et seq. of Legislative Decree no. 39/2010, as amended by Legislative Decree no. 135/2016, as the company appointed to audit the accounts for the financial years from 2021 to 2029.

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Scope of consolidation

At the half-year reporting date, the scope of consolidation was made up as follows:

SCOPE OF CONSOLIDATION 2021

Name	Headquarters	Currency	Direct parent company	Direct investment	Indirect
investment
Antares Vision Inc. America	New York, USA	USD	Antares Vision S.p.A.	100,00%
Antares Vision North America LLC	New Jersey, USA	USD	Antares Vision Inc. America	70,00%	70,00%
Imago Technologies GmbH	Friedberg, Germany	EUR	Antares Vision S.p.A.	100,00%
Antares Vision do Brasil Ltda	Sao Paulo, Brazil	BRL	Antares Vision S.p.A.	99,99%
Legg System Ltda	Sao Paulo, Brazil	BRL	Antares Vision do Brasil Ltda	99,99%	99,99%
T2 SOFTWARE	Sao Paulo, Brazil	BRL	Antares Vision do Brasil Ltda	51,00%	50,99%
Pharmatrack Sistemas Ltda	Sao Paulo, Brazil	BRL	T2 SOFTWARE	73,00%	37,23%
Antares Vision France Sas	Rillieux-la-Pape, France	EUR	Antares Vision S.p.A.	100,00%
Antares Vision Ireland Ltd	Galway, Ireland	EUR	Antares Vision S.p.A.	100,00%
Antares Vision Rus OOO	Moscow, Russia	RUB	Antares Vision S.p.A.	100,00%
Antares Vision Asia Pacific Ltd	Hong Kong	HKD	Antares Vision S.p.A.	100,00%
Antares Vision (Shenzhen) International Trading Co., LTD	Shenzhen, China	CNY	Antares Vision Asia Pacific Ltd	100,00%	100,00%
FT System S.r.l.	Piacenza, Italy	EUR	Antares Vision S.p.A.	100,00%
FT System North America LLC	Massachusetts, USA	USD	FT System S.r.l.	100,00%	100,00%
FT Hexagon	Challes les Eaux, France	EUR	FT System S.r.l.	100,00%	100,00%
Pen-Tec S.r.l.	Parma, Italy	EUR	FT System S.r.l.	100,00%	100,00%
Tecnel S.r.l.	Parma, Italy	EUR	FT System S.r.l.	100,00%	100,00%
Tradeticity d.o.o	Zagreb, Croatia	HRK	Antares Vision S.p.A.	82,80%
Tradeticity Service d.o.o	Belgrade, Serbia	RSD	Tradeticity d.o.o	100,00%	82,80%
Convel S.r.l.	Vicenza, Italy	EUR	Antares Vision S.p.A.	100,00%
Antares Vision Germany	Friedberg, Germany	EUR	Antares Vision S.p.A.	100,00%
Innovative Marking Digital Solutions	London, UK	GBP	Antares Vision S.p.A.	70,00%
Applied Vision Holdings Corporation	Ohio, USA	USD	Antares Vision Inc. America	100,00%	100,00%
rfXcel Corporation	Delaware, USA	USD	Antares Vision Inc. America	100,00%	100,00%
rfXcel Limited	UK	GBP	rfXcel Corporation	100,00%	100,00%
rfXcel LLC	Russia	RUB	rfXcel Corporation	100,00%	100,00%
Antares Vision India Private Limited	Mumbai, India	INR	Antares Vision S.p.A.	99,998%
FT System S.r.l.	0,002%

Please refer to the notes for a more detailed description of the changes in the scope of consolidation compared with 2020.

Operating performance

More than a year after the first signs of Covid-19, which largely characterised the year 2020, we are still unfortunately a long way from resolving the health crisis.

Even though the vaccination campaign in Italy and other European countries speeded up from April 2021, there are still uncertainties caused by the spread of variants and the economic recovery remains strictly dependent not

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