Antares Vision S p A : Consolidated and Statutory Financial Statement 31.12.2022

FINANCIAL STATEMENTS

AS AT 31/12/2022

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 169,457

Brescia Companies Register, Tax Code and VAT no. 02890871201

Chamber of Commerce REA no. 000000523277

REPORT ON OPERATIONS

With this document, we submit the consolidated financial statements at 31 December 2022 (hereinafter also referred to as "Consolidated financial statements") of the group of companies ("Antares Vision Group" or the "Group") headed up by Antares Vision S.p.A. (the "Parent Company" or the "Company") and the Antares Vision S.p.A 2022 financial statements ("financial statements"), 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 financial position and cash flow and point out the more significant facts that characterised the operations of Antares Vision Group during 2022; we also provide you with information about the main events that took place after the end of the period.

Please refer to the notes to the consolidated and separate financial statements for an analysis of the Company's main risks and how they are managed.

Business activities

Antares Vision Group is a technological partner of excellence in digitalization and innovation for businesses and institutions, to guarantee the safety of products and people, the competitiveness of businesses and protection of the planet. It offers a unique and complete ecosystem to guarantee safety and quality, efficiency, sustainability and transparency through: product quality control (Inspection, inspection systems and machines), product traceability along the supply chain (Track & Trace from raw materials to production, from distribution to the consumer), digitalization of production processes and an integrated management of production and supply chain data, also through the application of artificial intelligence and blockchain technology (Smart Data). Antares Vision Group is active in the Life Sciences sector (pharmaceuticals, biomedical devices and hospitals) and in FMCG (Fast-Moving Consumer Goods - consumer goods such as Food, Beverage Cosmetics and Chemical). Antares Vision Group confirms its leadership in the pharmaceutical market as a provider of track & trace solutions to the world's leading pharmaceutical companies [over half of the top 20 are customers of the Group], and as a provider of track & trace solutions for government authorities to fight against counterfeit medicines and mass-market consumer products.

Consolidated financial statements at 31/12/2022 - Report on operations

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Governance structure

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 Euronext Star Milan) 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.

Following the resignation of Marco Vitale on 15 December 2022, Alberto Grignolo was co-opted as a non- executive, independent director pursuant to article 2386 of the Civil Code and by resolution of the Board of Directors passed unanimously on 25 January 2023. He will remain in office until the next shareholders' meeting.

	Board of Directors
Office		Name and surname
Chairman and Chief Executive Officer		Emidio Zorzella*
Chief Executive Officer (CEO)		Massimo Bonardi*
Director with powers		Alioscia Berto*
Director		Fabio Forestelli**
Director		Martina Paola Alessandra Monico***
Director		Alberto Grignolo****
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

Consolidated financial statements at 31/12/2022 - Report on operations

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Board Committees

On 22 February 2021, subject to the starting date of trading on the Euronext Star Milan, 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.

	Control, Risks and Sustainability Committee *
Office		Name and surname
Chairman		Alberto Grignolo**
Member		Cristina Spagna
Member		Fabiola Mascardi**

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

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

On 22 February 2021, subject to the starting date of trading on Euronext Star Milan, 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		Alberto Grignolo
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

Consolidated financial statements at 31/12/2022 - Report on operations

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Independent auditors

The Shareholders' Meeting of Antares Vision S.p.A. on 22 February 2021 (with effect from the start date of trading on the Euronext Star Milan) appointed EY S.p.A., with registered office in Via Meravigli 12, Milan, registered in the Ordinary Section of the Companies Register at the Milan Monza Brianza Lodi Chamber of Commerce, Tax code and registration number 00434000584, REA of Milan 606158, and VAT no. 00891231003 and at 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.

Scope of consolidation

At the year-end, the scope of consolidation was made up as follows:

SCOPE OF CONSOLIDATION

	Name	Headquarters	Currency	Direct parent company	Direct investment	Indirect investment
	Antares Vision Inc.	New York, USA	USD	Antares Vision S.p.A.	100.00%
	Antares Vision North America LLC	New Jersey, USA	USD	Antares Vision Inc. America	100.00%	100.00%
	Imago Technologies Gmbh	Friedberg, Germany	EUR	Antares Vision S.p.A.	100.00%
	Antares Vision do Brasil Itda	Sao Paulo, Brazil	BRL	Antares Vision S.p.A.	99.99%
	Legg System ltda	Sao Paulo, Brazil	BRL	Antares Vision do Brasil Itda	99.99%	99.99%
	T2 Software	Sao Paulo, Brazil	BRL	Antares Vision do Brasil Itda	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	Shenzhen, China	CNY	Antares Vision Asia Pacific Ltd	100.00%	100.00%
	Trading Co., LTD
	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 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%	100.00%
	Markirovka As a Service	Russia	RUB	Innovative Marketing Digital Solutions (IMDS) Uk Ltd	100.00%	70.00%
*	ACSIS, Inc.	USA	USD	Rfxcel Corporation	100.00%	100.00%
**	Antares Vision (Thailand) Co., LTD	Thailand	THB	Antares Vision Asia Pacific Ltd	49.00%	49.00%
*	Ingg. Vescovini S.r.l.	Italy	EUR	FT System S.r.l.	100.00%	100.00%
*	Packital S.r.l.	Italy	EUR	FT System S.r.l.	100.00%	100.00%
**	Antares Vision Sagl	Switzerland	CHF	Antares Vision S.p.A.	100.00%	100.00%
*	Wavision S.r.l.	Italy	EUR	FT System S.r.l.	60.00%	60.00%

• Company acquired in 2022 ** Company founded in 2022

Please refer to the notes for a more detailed description of the changes in the scope of consolidation compared with 31 December 2021.

Consolidated financial statements at 31/12/2022 - Report on operations

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