Antares Vision S p A : Audit of fiancial statements 2022 - Antares Vision

Antares Vision S.p.A.

Registered office in Travagliato (BS) - Via del Ferro, 16

Authorized share capital euro 171,806.00, subscribed and paid euro 169,453.00

Registration with the Brescia Register of Companies, Tax Code and VAT No. 02890871201

REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS' MEETING

pursuant to article 153 of legislative decree no. 58/1998

Dear Shareholders,

with this report (hereinafter also the "Report"), the Board of Statutory Auditors of Antares Vision S.p.A. (hereinafter also the "Company"), reports to you on the supervisory activities carried out during the financial year ending on 31 December 2022 and on the results thereof, in accordance with the requirements of the law and the reference principles.

The undersigned Board of Statutory Auditors points out that it was appointed - in accordance with the law and the Bylaws, on the basis of lists submitted by the Shareholders, also taking into account the provisions on gender balance, by the Shareholders' Meeting of Antares Vision S.p.A. on 22 February 2021 (effective as of the date of the start of trading on the Electronic Equity Market, now Euronext Star Milan). The undersigned Board of Statutory Auditors, composed of three regular members and two substitutive members, will remain in office for three fiscal years, thus until the date of approval of the financial statements as of 31 December 2023.

The Shareholders' Meeting of Antares Vision S.p.A. on 22 February 2021 (effective from the date of the start of trading on the Electronic Equity Market, now Euronext Star Milan) appointed EY S.p.A, with registered office in Rome, Via Lombardia No. 31, registered with the Rome Companies Register, registration number, tax code and VAT No. 00434000584 and at No. 70945 of the Register of Statutory Auditors at the Ministry of Economy and Finance pursuant to Articles 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.

The Board reviewed the financial statements as of December 31, 2022, consisting of the following documents that were prepared by the Directors and forwarded to the Board of Statutory Auditors:

• Draft Financial Statements as of 12/31/2022;
• Consolidated Financial Statements as of 12/31/2022 (ESEF format);
• Non-FinancialStatement pursuant to Legislative Decree No. 254 dated 12/30/2016.

During fiscal year 2022, the Board carried out the supervisory activities required by current regulations with particular reference to Article 2403 of the Italian Civil Code and - to the extent it is applicable - Article 149, paragraph 1 and 2 of Legislative Decree. 58/98 and subsequent amendments or integrations, supervising, for the aspects within its competence, compliance with the law and the Bylaws, respect for the principles of proper administration, the adequacy of the organizational structure, the internal control system and the administrative accounting system, as well as the reliability of the latter in correctly representing operating events and the manner in which the rules of corporate governance are actually implemented. The Board of Statutory Auditors has therefore carried out its institutional activities in accordance with the rules and principles of conduct recommended by the

National Council of Certified Public Accountants and Accounting Experts, and is drafting this Report also taking into account the indications provided by Consob Communication No. DEM 1025564 of 6 April 2001, as supplemented, in view of the fact that the Company's shares are listed on the Electronic Equity Market - STAR Segment.

1. Activities of the Board of Statutory Auditors

1.1 Procedures for conducting and attending meetings of the Board of Directors and endoconsiliar committees

The Board of Statutory Auditors has planned its activities in the light of the regulatory framework of reference, as well as by carrying out the audits deemed most appropriate in relation to the structural size of the Company and the nature and manner of pursuing the corporate purpose. The exercise of control activities also took place through:

• periodic meetings with the heads of corporate functions, organized in order to acquire the information and data from time to time useful and appropriate;
• attendance at Shareholders' Meetings and meetings of the Board of Directors and endoconsiliar committees;
• the periodic exchange of information with the auditing company, also in compliance with the provisions of the regulations;
• the exchange of information with the Supervisory Board and the Internal Audit Body.

More in detail, during fiscal year 2022, the Board of Statutory Auditors:

• participated in 12 meetings of the Board of Directors and one Shareholders' Meeting, obtaining, in compliance with the provisions of Article 2381, paragraph 5 of the Civil Code and the Articles of Association, adequate information on the general operating performance and its foreseeable evolution, as well as on the most significant transactions, due to their size or characteristics, carried out by the company;
• carried out supervisory activities through 12 meetings of the Board of Statutory Auditors (including activity on the annual financial statements);
• attended 7 meetings of the Audit, Risk and Sustainability Committee;
• attended 4 meetings of the Nomination and Remuneration Committee.

The Board of Statutory Auditors carried out its activities with a risk-based approach aimed at identifying and assessing the most critical elements, if any, with a frequency of intervention graduated according to the relevance of the perceived risk.

On this 7 March 2022 and on 27 February 2023, the Board of Statutory Auditors carried out, with a positive outcome, the annual verification of the possession by all members of the independence requirements provided for in Article 148, paragraph 3, TUF, as well as pursuant to the "Code of Conduct" regarding the independence of Statutory Auditors of listed companies. The Board of Statutory Auditors has also carried out a self-assessment of its work, recognizing the suitability of each of its members to carry out the assigned functions in terms of professionalism, competence, availability of time and independence, as well as mutually acknowledging the absence of paid work and other patrimonial relationships in general, such as to constitute an actual risk to independence.

1.2. Considerations on the most significant economic, financial and equity transactions carried out by the Company and their compliance with the law and the Articles of Incorporation

The Board of Statutory Auditors believes that it has acquired adequate information on the transactions of major economic, financial, and asset significance, carried out by the Company, have enabled the Board to ascertain their compliance with the law and the Articles of Incorporation and their compliance with the corporate interest.

Among the significant events that occurred during the year, the Board notes that:

• on 18 February 2022, Antares Vision Group, through rfXcel, completed the acquisition of ACSIS Inc. ("ACSIS") for an Enterprise Value of Dollars 12 million;
• in June 2022, Antares Vision (Thailand) Co., LTD ("AV Thailand") was established, in which Antares Vision Asia Pacific holds 49% of the share capital;
• during June 2022, the Parent Company signed two major agreements of partnerships with as many foundations, one in the agrifood sector and the other in the biomedical sector;
• on 28 July 28 2022, the Parent Company subscribed a capital increase of Euro 1 million (including share premium) for a 24.9% stake in Optwo S.r.l;
• on 2 August 2022 Antares Vision Group acquired, through FT System, 100% of Packital Srl and Ingg. Vescovini Srl, for a total Enterprise Value of Euro 3.5 million;
• on 22 August 2022, the Parent Company paid in 100% of the share capital of Antares Vision Sagl, a company under Swiss law whose incorporation was formalized in September 2022;
• in September 2022, Antares Vision Group, through its subsidiary FT System, acquired 60% of the share capital of Wavision S.r.l;
• in November 2022, the Parent Company acquired an additional 15% of the share capital of Siempharma S.r.l. with a total disbursement of 1.5 million euros, reaching a 45% stake.

The Board also reports that during fiscal year of 2022, 35,006.00 warrants were exercised, corresponding to 2,574.00 ordinary shares resulting in an increase in share capital by 6 euros and in the share premium reserve by 251 euros. As a result of this exercise, 2,460.400 warrants were still outstanding as of 31 December 31 2022.

In this regard, it is considered that these transactions have been exhaustively described in the management Report.

The Board also acknowledges that it has analyzed, without finding any critical issues, the strategic guidelines and objectives of the Industrial Plan 2022-2025, approved by the Board of Directors on 27 February 2023, which provides for the commitment to the strategy of growth and strengthening of Antares Vision Group, through the organic development of the Group's activities and the launch of important projects, also thanks to the new competencies resulting from the acquisitions concluded in recent years.

1.3. Related party transactions

The Board has acquired appropriate information on intercompany and related party transactions. These transactions are described in the explanatory notes "Related party transactions."

It is acknowledged that they are in accordance with the law and the Bylaws, that they comply with the interest of the company, and that there are no situations that require further consideration and comment. Transactions with related parties, as defined by IAS 24 and governed by Article 4 of Consob Regulation 17221 of 12 March 2010 (as amended), undertaken until 31 December 2022, are part of the normal management of the company and the typical activity of each party concerned and are carried out at normal market conditions.

1.4. Adequacy of the information given, in the Directors' Report on Management, regarding atypical and/or unusual transactions, including intercompany and related party transactions

This case does not occur.

1.5. Observations and proposals on the remarks and recalls (disclosure on the contents of the auditing company's report)

The auditing company EY S.p.A. (hereinafter also referred to as "EY") today issued their reports pursuant to Article 14 of Legislative Decree No. 39/2010 and Article 10 of EU Regulation No. 537/2014 in which they certify that the separate financial statements of Antares Vision S.p.A. and the consolidated financial statements of the Group as of 31 December 2022 give a true and fair view of the equity and financial situation, results of operations and cash flows for the fiscal year then ended, in accordance with International Financial Reporting Standards adopted by European Union, as well as the regulations issued in implementation of Article 9 of Legislative Decree No. 38 of 28 February 2005 . In the audit reports, the auditors give evidence of the key aspects of the audit of the annual financial statements and consolidated financial statements and which concern:

• evaluation of the shares in subsidiaries;
• evaluation of goodwill;
• recognition of revenues.

Today, EY issued the additional report for the Audit Committee on the results of the statutory audit of accounts which includes, also, the statement regarding the independence of the same statutory auditor. The auditing company also believe that the Report on Operations and the Information in the Report on Corporate Governance and Ownership Structures indicated in Article 123-bis, paragraph 4, TUF are consistent with the financial statements of Antares Vision S.p.A. and the Group's consolidated financial statements as of 31 December 2022, and are prepared in accordance with legal requirements.

Also on today's date, EY issued the report on the consolidated non-financial statement pursuant to Article 3, paragraph 10, of Legislative Decree 254/2016 and Article 5 of Consob Regulation adopted by Resolution No. 20267 of 18 January 2018.

The Board of Statutory Auditors and the auditing company maintained continuous information exchanges; the auditing company reported to the Board of Statutory Auditors on the statutory audit of accounts work and the absence of any uncertainties or limitations in the audits conducted.

1.6. Indication of any filing of complaints under Article 2408 of the Civil Code, any initiatives taken and their outcomes

The Board reports that during the financial year of 2022 it did not receive any complaints pursuant to Article 2408 of the Civil Code.

1.7. Indication of any filing of complaints, any initiatives taken and their outcomes

It is hereby acknowledged that during the financial year of 2022 the Board of Statutory Auditors did not receive any complaints from any person.

1.8. Indication of whether any additional assignments were made to the auditing company and the related costs

The auditing company received fees in the amount of Euro 172 thousand for the audit of the annual and consolidated financial statements including the work done on the consolidated half-yearly financial statements, the review of PPAs carried out for the purpose of the consolidated financial statements during the financial year (una tantum).

In addition, EY S.p.A. was engaged to audit the Non-Financial Statement in the amount of Euro 15 thousand and other services in the amount of Euro 40 thousand. In respect of the latter, the Board acknowledges that the company during 2022 conferred to the auditing company an additional assignment concerning specialized methodological assistance with respect to the new obligations to elaborate the consolidated information notes in iXBRL ESEF electronic format, which is mandatory as of the financial year of 2022.

1.9. Indication of the possible engagement of individuals linked to the auditing company by ongoing relationships and related costs

During the financial year of 2022 and in the period between 1 January 2022 and the date of this Report, no further appointments appear to have been conferred on the partners, directors, members of control bodies, and employees of the auditing company itself and its subsidiaries or affiliated companies.

Therefore, the Board of Statutory Auditors confirms that no critical issues have emerged regarding the independence of the auditing company.

1.10. Indication of the existence of opinions, proposals and observations issued, in accordance with the law during the fiscal year

The Board of Statutory Auditors acknowledges that during 2022, in accordance with current regulations, it issued opinions on (i) the definition of the criteria for the allocation of the 2022 bonus to the executive directors of the Company and the Group and the identification of the relevant beneficiaries; (ii) the verification regarding the achievement of the 2021 objectives set forth in the remuneration policy with reference to the short-term variable component of the Executive Directors and the Executive with Strategic Responsibilities.

In accordance with the Corporate Governance Code, the Board of Statutory Auditors expressed a positive opinion on the 2022 work plan prepared by the Internal Audit Body.

It also expressed its opinion in all those cases in which it was requested by the Board of Directors also in compliance with the provisions that, for certain decisions, require prior consultation with the Board of Statutory Auditors.

1.11 Observations on compliance with the principles of proper administration

The Board of Statutory Auditors has acquired knowledge of and supervised, to the extent of its competence, on compliance with the fundamental criterion of prudent management of the Company and the more general principle of due diligence, all on the basis of attendance at meetings of the Board of Directors, documentation and information directly received from the various management bodies in relation to the operations carried out by the Group and with, where appropriate, specific analyses and verifications. The information acquired made it possible to ascertain the compliance with the law and