REPORT ON OPERATIONS

Administrative and Control Bodies

Board of Directors

On 10 July 2024, the Shareholders' Meeting appointed the new Board of Directors of Antares Vision with the list voting mechanism, also setting the number of members at eleven.

The following table shows in detail the composition of the current Board of Directors, in office as of 31/12/2024, with an indication of the members and the type of assignment (executive or non-executive) :

Board of Directors
Name and surname	Office	Type of assignment
Emidio Zorzella	Chairman	Executive
Gianluca Mazzantini	Chief Executive Officer	Executive
Massimo Bonardi	Managing Director	Executive
Giovanni Crostarosa Guicciardi	Deputy Chairman / Managing Director	Non-executive and independent
Fabio Forestelli	Director	Executive with powers in the subsidiary FT System S.r.l.
Vittoria Giustiniani	Director	Non-executive and independent
Antonella Odero Ambriola	Director	Non-executive and independent
Alessandra Bianchi	Director	Non-executive and independent
Antonella Angela Beretta	Director	Non-executive and independent
Mariagrazia Ardissone	Director	Non-executive and independent
Paul Silvio Tanghetti	Director	Non-executive and independent

There are no workers or workers' representatives on the board.

Below is the main information relating to the experience of the members of the Board of Directors with respect to the sectors, products and geographical areas of the issuer:

Board of Statutory Auditors

The following table shows the current composition of the Board of Statutory Auditors :

Board of Statutory Auditors
Name and surname	Office
Andrea Bonelli	Chairman of the Board of Auditors
Anna Maria Pontiggia	Acting Auditor
Giovanni Rossi	Acting Auditor
Gianluca Cinti	Alternate Auditor
Sara Fornasiero	Alternate Auditor

The Board of Statutory Auditors will remain in office for the years 2024-2026 and complies with the provisions regarding gender quotas in the corporate bodies of listed companies (art. 148, paragraph 1-bis, of the CFA).

Board Committees

On 10 July 2024 and with effect from the date of commencement of trading on the Mercato Telematico Azionario (MTA), the Board of Directors appointed the following committees:

• Control, Risk and Sustainability Committee;

• Related-Party Transactions Committee;

• Appointments and Remuneration Committee.

Control, Risk and Sustainability Committee

The Control, Risk and Sustainability Committee remains in office until the approval of the financial statements for the year ending 31 December 2026. It has the task of supporting the assessments and decisions of the Board of Directors relating to the internal control and risk management system and the approval of periodic financial and non-financial reports, also in order to contribute to the sustainable success of the Company. It is made up as follows:

Control, Risk and Sustainability Committee (CRSC )
Name and surname	Office
Antonella Angela Beretta	Chairman
Giovanni Crostarosa Guicciardi	Member
Vittoria Giustiniani	Member
Antonella Odero Ambriola	Member
Alessandra Bianchi	Member

Related-Party Transactions Committee

The Related -Party Transactions Committee remains in office until the approval of the financial statements for the year ending 31 December 2026 and is made up as follows :

Related-Party Transactions Committee (RPTC)
Name and surname	Office
Antonella Angela Beretta	Chairman
Antonella Odero Ambriola	Member
Alessandra Bianchi	Member

This Committee is responsible for functions and tasks relating to transactions with related parties.

Appointments and Remuneration Committee

The Appointments and Remuneration Committee remains in office until the approval of the financial statements for the year ending 31 December 2026. It is responsible for assisting the Board of Directors in developing the remuneration policy, submitting proposals or expressing opinions on the remuneration of executive directors and other directors holding specific positions, as well as on the setting of performance objectives related to the variable component of such remuneration, monitoring the actual application of the remuneration policy and verifying achievement of the performance objectives. Periodically, it also assesses the adequacy and overall consistency of the remuneration policy for directors and top management. It is made up as follows :

Appointments and Remuneration Committee (ARC)
Name and surname	Office
Antonella Angela Beretta	Chairman
Antonella Odero Ambriola	Member
Vittoria Giustiniani	Member

Its members have adequate knowledge and experience in financial matters and remuneration policies:

Supervisory Board

The Supervisory Body of the parent company has been appointed and will remain in office until the approval of the financial statements for the year ending 31 December 2024. It is made up as follows :

SUPERVISORY BOARD (SB)
Name and surname	Office
Francesco Menini	Chairman
Martina Monico	Internal member
Silvia Baresi	Internal member

Independent Auditors

The Shareholders' Meeting of Antares Vision S.p.A. on 22 February 2021 (with effect from the date of the start of trading on the Euronext Star Milan) appointed EY S.p.A. as the company responsible for auditing the accounts for the years 2021 to 2029 .

INDEPENDENT AUDITORS

ERNST & YOUNG S.p.A.

The company avails itself of the option provided for by art. 40 paragraph 2 bis of Legislative Decree no. 127 of 1991 to present in a single document, as permitted by law, the directors' report on operations accompanying the separate and consolidated financial statements, as well as the sustainability report, which has been prepared exclusively at Group level and included in a specific section of the director's report.

Information required by art.15 of the Legislative Decree no. 125/2024

The directors' report accompanying the separate and/or consolidated financial statements of large companies and listed SMEs must also include information on essential intangible resources and explain how the company's business model is fundamentally dependent on these resources and how these resources constitute a source of value creation for the company .

Essential intangible assets are those resources without physical substance on which the business model of the company fundamentally depends and which constitute a source of value creation. Identifying what these resources are seems like a delicate judgement; The following conceptual frameworks provide definitions of such resources to help understand the scope of the information requested by art. 15 of the Decree.

• Based on the conceptual framework provided by the International Integrated Reporting Framework, the following forms of capital can be represented:

a) intellectual capital, which includes intangible assets in the form of organisational capital and know-how;

b) human capital, which involves the skills, abilities and experience of people and their motivation to innovate;

c) social and relational capital, i.e. the institutions and relationships between or within communities, stakeholder groups and other networks, as well as the ability to share information in order to increase individual and collective well-being.

• The Intangible Reporting Framework of the WICI (World Intangible Capital Initiative), on the other hand, identifies the categories of intangible assets, dividing them into organisational capital, human capital and relational capital, which represent the main sources of value creation for an organisation.

Furthermore, according to recital 32 of the CSRD, intangible resources consist of the “ information regarding employees' abilities, skills and experience, their loyalty towards the company and their motivation to improve its processes ”, as well as the “ information on the quality of relationships between the company and its stakeholders, including customers, suppliers and communities affected by the company's activities ”.

Antares Vision Group continuously invests in its resources, recognising their strategic value for its success and growth. We are committed to creating a work environment where innovation, collaboration and continuous learning are the pillars of our future vision.

The Importance of Human Capital

In our company, human resources are the driver of innovation and development. Innovation and technology are at the heart of our mission and our human capital is essential to:

• Devise and design new solutions for the market;

• Actively contribute to the improvement of the world from a sustainable perspective;

• Create value through skills and collaboration.

Organisation

We are working to increase engagement and participation of our people with a One Company approach by:

• Improving business processes to facilitate work;

• An orientation towards standardisation and simplification of activities;

• The appreciation of people who are able to take on responsibility in a pro-active way.

Skills Development and Continuous Training

We strongly believe in the importance of nurturing working groups that foster:

• Increased individual and team skills;

• Sharing knowledge and experience;

• Continuous professional growth.

We have renewed our subscription to a multiskills platform, which is essential to ensure the constant updating of our resources' skills. This investment is crucial to support strategies of upskilling and reskilling, keeping our company competitive and state-of-the-art across all sectors.

Engagement and Internal Communication

To strengthen employee engagement and active participation, we have launched several initiatives, including:

• Corporate Intranet Platform: an innovative tool through which employees can always be informed, involved and inspired.

• Professional development and skills recognition programmes

Information required by art. 15 of the Legislative Decree no. 125/2024

The directors' report accompanying the separate and/or consolidated financial statements of large companies and listed SMEs must also include information on essential intangible resources and explain how the company's business model is fundamentally dependent on these resources and how these resources constitute a source of value creation for the company .

Essential intangible assets are those resources without physical substance on which the business model of the company fundamentally depends and which constitute a source of value creation. Identifying what these resources are seems like a delicate judgement; The following conceptual frameworks provide definitions of such resources to help understand the scope of the information requested by art. 15 of the Decree.

• Based on the conceptual framework provided by the International Integrated Reporting Framework, the following forms of capital can be represented:

a) intellectual capital, which includes intangible assets in the form of organisational capital and know-how;

b) human capital, which involves the skills, abilities and experience of people and their motivation to innovate;

c) social and relational capital, i.e. the institutions and relationships between or within communities, stakeholder groups and other networks, as well as the ability to share information in order to increase individual and collective well-being.

• The Intangible Reporting Framework of the WICI (World Intangible Capital Initiative), on the other hand, identifies the categories of intangible assets, dividing them into organisational capital, human capital and relational capital, which represent the main sources of value creation for an organisation.

Furthermore, according to recital 32 of the CSRD, intangible resources consist of the “ information regarding employees' abilities, skills and experience, their loyalty towards the company and their motivation to improve its processes ”, as well as the “ information on the quality of relationships between the company and its stakeholders, including customers, suppliers and communities affected by the company's activities ”.

Antares Vision Group continuously invests in its resources, recognising their strategic value for its success and growth. We are committed to creating a work environment where innovation, collaboration and continuous learning are the pillars of our future vision.

The Importance of Human Capital

In our company, human resources are the driver of innovation and development. Innovation and technology are at the heart of our mission and our human capital is essential to:

• Devise and design new solutions for the market;

• Actively contribute to the improvement of the world from a sustainable perspective;

• Create value through skills and collaboration.

Organisation

We are working to increase engagement and participation of our people with a One Company approach by:

• Improving business processes to facilitate work;

• An orientation towards standardisation and simplification of activities;

• The appreciation of people who are able to take on responsibility in a pro-active way.

Skills Development and Continuous Training

We strongly believe in the importance of nurturing working groups that foster:

• Increased individual and team skills;

• Sharing knowledge and experience;

• Continuous professional growth.

We have renewed our subscription to a multiskills platform, which is essential to ensure the constant updating of our resources' skills. This investment is crucial to support strategies of upskilling and reskilling, keeping our company competitive and state-of-the-art across all sectors.

Engagement and Internal Communication

To strengthen employee engagement and active participation, we have launched several initiatives, including:

• Corporate Intranet Platform: an innovative tool through which employees can always be informed, involved and inspired.

Professional development and skills recognition programmes

Information on the shareholders and stock performance

The share capital at 31 December 2024 amounts to Euro 172,778.42, fully paid up, made up of 70,753,559 ordinary shares, all without par value.

At the same date, the shareholder structure was as follows:

SHAREHOLDER STRUCTURE
Shareholder	Number ordinary shares	% Ordinary share capital	% Share capital in voting rights
Regolo S.p.A	35,080,227	49.58%	61.67%
Sargas S.r.l.	6,555,173	9.26%	11.52%
Capital Research and Management Company	5,580,608	7.89%	4.92%
Gianluca Mazzantini	1,382,422	1.95%	1.22%
Treasury Shares	33,916	0.05%	0.03%
Float Remaining	22,121,213	31.27%	20.65%
Totale	70,753,559	100.00%	100.00%

Since 14 May 2021, Antares Vision S.p.A. has been listed on the EXM - Euronext Milan (then MTA market, a segment of the main list of Borsa Italiana which includes the securities of medium-sized companies that adhere to stringent requirements in terms of governance, transparency and liquidity.

The ordinary shares of the Parent Company (ISIN IT000536660) are included in the following indices: FTSE All-Share Capped, FTSE Italia All-Share, FTSE Italia STAR and FTSE Italia Mid Cap. The stock's performance with respect to the FTSE MIB is shown below :

Since June 2022, Antares Vision Group has been a member of Euronext Tech Leaders, the initiative dedicated to leading companies in the technology sector with a high growth potential. This initiative aims to expand Euronext's existing offering to strengthen the European Tech sector and accelerate the growth of the next generation of technology leaders: the companies taking part in the project will become members of an exclusive network and will benefit from a series of services dedicated to technology companies, not to mention greater visibility at an international level. Euronext's rich tech ecosystem brings together over 700 technology companies listed on the Euronext markets and a broad base of international investors who finance tech companies with significant growth profiles.

During 2024 the Antares Vision stock posted a rise of +68.5%, versus +12.6% by the FTSE-MIB index, +7.2% by the FTSE Italian Mid Cap and -5.1% by the FTSE Italian STAR. Average trading volumes were 229K shares per day .

The activities and structure of the Antares Vision Group

The core business of Antares Vision S.p.A. (the " Company ” or “ Parent Company " and its subsidiaries (referred to jointly as the “ Antares Vision Group ” or the " Group ") is the production, installation and maintenance of inspection systems for quality control (“Inspection”), tracking solutions to fight counterfeiting and control of the supply chain (“Track & Trace”) and Smart Data Management in all the most demanding industrial sectors, from pharmaceuticals to biomedical devices, from food & beverage to cosmetics and luxury goods.

At 31 December 2024, the Antares Vision Group has 29 branches worldwide, 10 production plants and employs around 1,155 people.

Antares Vision was founded in 2007 in Castel Mella (BS) by Emidio Zorzella and Massimo Bonardi, both engineers. Initially the Company specialised in the production of vision systems, based on intelligent cameras that control product compliance, and already in its first five years it established itself as a leader in the development of traceability systems, especially for the Pharmaceutical and Food & Beverage sectors. The entry into the shareholding structure of the Fondo Italiano d’Investimento from 2012 to 2017 and of Sargas from 2018 gave Antares Vision the organisational and financial strength that allowed it to begin a path of strong growth and internationalisation.

On 18 April 2019, Antares Vision was listed on the EGM - Euronext Growth Milan market (which later became the AIM) of the Milan Stock Exchange. Also in 2019, Antares Vision acquired 100% of FT System S.r.l., a world leader in inspection systems for the Food & Beverage sector, and indirectly took control of its subsidiaries in France and the United States and of the business carried on by the divisions operating in Mexico, Brazil, the UK, Spain, China and India. In the same year, it completed the acquisition of 37.50% of Orobix S.r.l., a company that operates in artificial intelligence systems.

In 2020, Antares Vision began a path of strategic diversification and reinforcement of the business with the establishment of new branches in Germany of Antares Vision GmbH and in South-East Asia through Antares Vision APAC. Antares Vision also completed the acquisitions of 82.83% of Tradeticity D.o.o., a Croatian company that specialises in the management of advanced traceability software, and 100% of Applied Vision Corp. (through its subsidiary Antares Vision Inc.), a US company and world leader in high-speed inspection systems for glass and metal containers in the Food & Beverage sector.

On 14 May 2021 Antares Vision went through a translisting and is now listed on the EXM - Euronext Milan (subsequently the MTA) market of the Milan Stock Exchange.

In 2021 and 2022 Antares Vision strengthened its know-how in the inspection and traceability sectors through:

(i) the acquisition of 100% of Rfxcel Corp. (through its subsidiary Antares Vision Inc.), a US company that specialises in the creation of software for the Life Sciences and Food & Beverage sectors; as well as 100% of Acsis Corp. (through Rfxcel Corp.), a US company that specialises in the creation of software for supply chain transparency and integrated management with ERP systems;

(ii) the acquisition of 100% of Pen-Tec S.r.l., 100% of Packital S.r.l., subsequently absorbed by FT System S.r.l., 100% of Tecnel S.r.l. and Ingg. Vescovini S.r.l., subsequently merged to create AV Electronics S.r.l. to create a centre of excellence in the design and supply of customised electronic hardware and software components for packaging and wrapping systems;

(iii) the acquisition of 60% of Wavision S.r.l., a company that originated at the Turin Polytechnic, which is active in the design and marketing of inspection sensors with microwave technology .

Macroeconomic Scenario

In 2024, the global macroeconomic scenario showed moderate growth in global output, characterised by ongoing uncertainty deriving from geopolitical tensions, inflation that was still high, though falling compared with 2023, and restrictive monetary policies.

Global growth in 2024 came to 3.2% compared with the previous year and, according to the OECD report of December 2024, this trend should stabilise and continue in 2025 and 2026 as well (+3.3%).

In 2024, real growth in GDP was 2.8% in the United States, 0.8% in the Eurozone and 0.9% in the United Kingdom. In 2025, this growth is expected to be 2.4%, 1.3% and 1.7% respectively. However, less favourable results can be seen in certain advanced economies, particularly in Germany, where industrial activity has been very weak and there has been an increase in savings rates in both the household and business sectors.

Headline inflation continued to decline in most countries in 2024, partly due to a further decline in food price inflation and low or negative energy and goods price inflation. In most G20 countries, headline and core inflation are expected to decline to meet central bank targets. With reference to headline inflation, a decline is expected from the 6.1% recorded in 2023 to 5.4% in 2024 and 3.5% in 2025. With reference to core inflation, a decline is expected from the 4.2% recorded in 2023 to 3.7% in 2024 and 2.8% in 2025 1 .

Key short-term risks include persistent geopolitical and trade tensions, not only over the Russia-Ukraine conflict, but also over the fragile stability in the Middle East.

Financial conditions remain restrictive globally, but continue to show signs of easing: financial analysts are looking for policy rate cuts that are likely to be faster than previously expected in light of the interest rate cuts that affected the second half of 2024. However, the timing and extent of these cuts will need to be data-driven and carefully assessed to ensure that underlying inflationary pressures are constantly restrained.

The Antares Vision Group's target market has been characterised by a growing demand for product traceability and inspection solutions that ensure real-time product monitoring and transparency throughout the supply chain. The introduction of increasingly stringent regulations in the field of safety and compliance (e.g. the EU Regulation on the traceability of medicines and the EU legislation for the prevention and mitigation of food safety hazards), as well as the growing attention to ESG issues, is accelerating the adoption of advanced traceability and inspection solutions. Furthermore, continuous digitalisation and automation of processes, together with the use of artificial intelligence are becoming strategic drivers to optimise processes .

Consolidated key figures of the Antares Vision Group

Consolidated Key Figures (€/000)	2024	% of revenue	2023	% of revenue	Change	% Change
Revenue	207,491	100.0%	213,936	99.8%	-6,445	-3.0%
Gross operating profit (EBITDA)	19,830	9.6%	4,121	1.9%	15,709	381.2%
Extraordinary components	11,907	5.7%	10,231	4.8%	1,676	16.4%
Adjusted EBITDA	31,737	15.3%	14,352	6.7%	17,385	121.1%
Operating profit (EBIT)	-11,802	-5.7%	-91,356	-42.6%	79,554	-87.1%
Total adjustments	22,389	10.8%	88,520	41.3%	-66,131	-74.7%
Adjusted EBIT	10,587	5.1%	-2,836	-1.3%	13,423	-473.3%
Profit before taxes (EBT)	-16,618	-8.0%	-100,386	-46.8%	83,768	-83.4%
Profit/(loss) for the year	-18,767	-9.0%	-99,647	-46.5%	80,880	-81.2%

Consolidated Key Figures (€/000)	31/12/2024	31/12/2023
Total fixed assets	225,245	228,480
Net trade working capital	48,558	70,863
Net working capital	27,944	56,616
Net invested capital (NIC)	243,709	272,001
Shareholders’ equity	160,041	167,717
Adjusted Net Financial Position	-83,668	-104,284

The Antares Vision Group uses a number of alternative performance measures (APM) to monitor its results and financial trends. These APM, which have been developed in accordance with the ESMA/2015/1415 guidelines, are based exclusively on historical data of the Antares Vision Group and are not indicative of future performance.

Given that they are not foreseen by IFRS, they are not subject to auditing and the way that they are calculated by the Antares Vision Group may not be comparable with the approach taken by other groups. These APM should not therefore be considered as a substitute for the indicators required by IFRS, but should be read in conjunction with the Antares Vision Group's financial information contained in the consolidated financial statements and explanatory notes.

These APM have been selected and set out in the report on operations because the Antares Vision Group believes that:

• the Gross Profit, Value Added, EBITDA and EBIT (also adjusted), together with other profitability indicators, make it possible to show the changes in operating performance and provide useful information on the Antares Vision Group’s ability to sustain its indebtedness; The Adjusted Gross Operating Profit does not take into consideration stock grants and stock option plans, which are non-cash compensation methods paid through equity; they have therefore been shown on a pro-forma basis also for 2023 because they are included in the calculation of EBITDA. The revenues for the 2023 fiscal year in the managerial classification do not match those in the financial statements due to a different classification of items.

• net financial indebtedness, together with other indicators of the composition of assets and liabilities and of financial elasticity, lead to a better assessment of the Antares Vision Group's overall financial strength and its ability to maintain a situation of structural equilibrium over time;

• the net trade working capital, net working capital and net invested capital make it easier to assess the Company's ability to meet short-term commercial obligations through current trade assets, as well as the consistency between the structure of its sources and applications of funds in terms of timing.

Normalisations at 31 December 2024 involved the following adjustments:

• for Euro 11,907 to “Gross operating profit (EBITDA)” and for Euro 22,389 to “Operating profit/loss (EBIT)”. Normalisation adjustments include Euro 3,171 of personnel costs related to the corporate reorganisation and Euro 8,736 related to costs for debt refinancing, for the internal investigation on the American subsidiary and corporate reorganisation. The following table shows the reconciliation between "Operating profit/loss", "Adjusted EBITDA" and "Adjusted EBIT”:

Consolidated Key Figures (€/000)	2024	2023
Operating profit (EBIT)	-11,802	-91,356
Wages and salaries	3,171	0
Service costs	8,736	5,235
Inventory	0	4,996
Normalisations	11,907	10,231
PPA amortisation	8,327	8,342
Goodwill impairment	1,325	67,093
Other adjustments	830	2,854
Total adjustments	22,389	88,520
Adjusted EBIT	10,587	-2,836
Write-down of receivables	3,720	3,715
Stock Option Plan and Stock Grant	2,980	1,061
Amortisation and depreciation	14,450	12,412
Adjusted EBITDA	31,737	14,352

• La seguente tabella riporta la riconciliazione tra “Risultato prima delle imposte (EBT)” e “EBIT Adjusted” e “Risultato netto Adjusted”:

Consolidated Key Figures (€/000)	31/12/2024	12/31/2023
Profit (loss) before taxes (EBT)	-16,618	-99,807
PPA amortisation	8,327	8,342
Goodwill impairment	1,325	67,093
Extraordinary (income) and expenses	11,907	10,231
Capital (gains) and losses on fixed assets	586	1,458
Write-down/(Write-up) of investments in associates	223	3,347
Unrealised foreign exchange gains and losses	-389	1,377
Warrants at market value	-79	-1,668
Adjusted EBT	5,282	-9,627
Income taxes on adjusted EBT	2,096	77
Profit/(loss) attributable to non-controlling interests	53	-237
Adjusted profit/(loss) for the year	3,133	-9,467

Consolidated key figures of the Antares Vision Group

The consolidated income statement at 31 December 2024, reclassified according to management criteria, is shown below. Note that a straight comparison between the figures at 31 December 2024 and those of the previous year is not possible because of the changes in the scope of consolidation explained in the section on “Significant events during the year” in this Report on Operations and in the section on “Principles and Scope of Consolidation” in the Consolidated Explanatory Notes, to which reference is made for further details .

Consolidated Key Figures (€/000)	2024	2023	Change	% Change
Revenue	207,491	213,936	-6,445	-3.01%
Capitalisation of development costs	6,427	9,547	-3,120	-32.68%
Operating grants and other income	3,156	1,679	1,477	87.97%
Tax credit	873	1,040	-167	-16.06%
Value of production	217,947	226,202	-8,255	-3.65%
Changes in inventories of raw materials and finished goods	763	1,668	-905	-54.26%
Purchases of raw materials and goods	45,307	59,107	-13,800	-23.35%
Changes in inventories of work in progress	3,210	-7,421	10,631	-143.26%
Cost of sales	49,280	53,354	-4,074	-7.64%
% of sales	23.75%	24.94%	0	-4.77%
Commissions	2,292	4,097	-1,805	-44.06%
Installation costs	823	1,622	-799	-49.26%
Gross Profit	165,552	167,129	-1,577	-0.94%
% of sales	79.79%	78.12%	0	2.13%
Leases and rentals	1,198	1,751	-553	-31.58%
Operating costs	433	478	-45	-9.41%
Service costs	39,038	46,684	-7,646	-16.38%
Value added	124,883	118,216	6,667	5.64%
% of sales	60.19%	55.26%	0	8.92%
Labour	93,146	103,864	-10,718	-10.32%
Employees	86,450	96,336	-9,886	-10.26%
Collaborators	6,696	7,528	-832	-11.05%
Adjusted EBITDA	31,737	14,352	17,385	121.13%
% of sales	15.30%	6.71%	0	129.51%
Write-down of receivables	3,720	3,715	5	0.13%
Stock Option Plan & Stock Grants	2,980	1,061	0
Amortisation and depreciation	14,450	12,412	2,038	16.42%
Adjusted EBIT	10,587	-2,836	13,423	-473.31%
% of sales	5.10%	-1.33%	0	-484.90%
Financial (income) and charges	4,851	5,180	-329	-6.35%
Extraordinary (income) and expenses	11,907	13,126	-1,799	-13.13%
Capital (gains) and losses on fixed assets	586	1,458	-872	-59.81%
Write-down/(Write-up) of investments in associates	209	3,229	-3,020	-93.53%
PPA amortisation	8,327	8,342	-15	-0.18%
Goodwill impairment	1,325	67,093	-65,768	-98.03%
Profit before taxes (EBT)	-16,618	-99,807	83,768	-83.45%
% of sales	-1248.59%	-213.11%	-10	485.88%
Income taxes	2,096	77	2,598	-517.53%
Profit/(loss) attributable to non-controlling interests	53	-237	290	-122.36%
Profit/(loss) for the year	-18,767	-99,647	80,880	-81.17%
% of sales	-9.04%	-46.58%	0	-80.58%

“ Revenue” , amounting to Euro 207.5 million at 31 December 2024, has decreased by Euro 6.4 million compared with the previous year (-3%). The changes in the scope of consolidation, relating to Antares Vision Rus, Markirovka As A Service LLC, Rfxcel LLC and T2 Software, as explained and detailed in the section on “Significant events during the period” to which reference is made, contributed to a decrease of 10 million euro (-4.7%), while the exchange rate dynamics had a negative impact of approximately 600 thousand euro.

In terms of the trend in revenue by geographical area, there was a positive contribution of 6 million euro (+15.9%) from Italy (43.8 million euro in 2024 versus 37.8 million euro in 2023) and a decrease of 7.5 million euro (-8.9%) from North and South America, better than in the first half of the year. This latter area is confirmed to be the most significant with revenue equal to 77.2 million (37.2% of the total portfolio).

The following table shows Consolidated revenue by geographical area :

Consolidated revenue by geographical area (€mn)	2024	%	2023	%	∆ '24 vs '23	∆ %
Italy	43.8	21.1%	37.8	17.7%	6.0	15.9%
Europe	636	30.7%	68.9	32.2%	-5.3	-7.7%
North & South America	77.2	37.2%	84.7	39.6%	-7.5	-8.9%
Asia and Oceania	15.0	7.2%	13.8	6.5%	1.2	8.7%
Africa and the Middle East	7.9	3.8%	8.7	4.0%	-0.8	-9.2%
Total	207.5	100.0%	213.9	100.0%	-6.4	-3.0%

In 2024, the European market, which is the second largest market by turnover (30% of the total portfolio), despite the negative impact of the change in scope (Euro 9.9 million), confirms its stability with organic growth of approximately 7.8%. Africa & the Middle East confirm their significant share in percentage terms (around 4% of the total portfolio), with a slight decrease in absolute terms (-800 thousand euro); Asia & Oceania grew both in absolute terms (1.2 million euro) and in percentage terms, going from 6.5% to 7.2% of the total portfolio, more than offsetting the decrease in Africa & the Middle East.

The following table shows Consolidated revenue by Business Unit:

Consolidated revenue by Business Unit (€mn)	2024	%	2023	%	∆ '24 vs '23	∆ %
LS&C	97.9	47.2%	99.2	46.4%	-1.3	-1.3%
FMCG	71.3	34.4%	70.6	33.0%	0.7	1.0%
SCT	33.5	16.1%	30.0	14.0%	3.5	11.7%
Other	4.8	2.3%	14.1	6.6%	-9.3	-65.9%
Total	207.5	100.0%	213.9	100.0%	-6.4	-3.0%

Despite a slight decline compared with 2023, the Life Sciences & Cosmetics Business Unit (LS&C) continues to be the most important sector in absolute terms (47.2% of total turnover). This result was achieved thanks to a good performance by the machines and inspection systems (+23%) and after-sales services (+4.5%); the segment that makes traceability and serialisation equipment, on the other hand, shows a 16% contraction (from 48.3 million euro to 40.6 million euro), mainly due to the North American market which, in addition to a more generalised slowdown, in 2023 had benefited from the conclusion of a multi-year project.

The Fast Moving Consumer Goods (FMCG) Business Unit recorded a positive growth trend of +1%, confirming the solidity of its positioning in the market, despite the general difficulties of the situation in North America. In particular, the rigid containers sector is facing a period of production overcapacity, which has led to a significant reduction in investments. In the food & beverage (F&B) sector, even though there was a slowdown in demand in the North American market, resulting in the postponement of certain projects, the overall result was substantially stable. This stability was achieved thanks to an increase in sales in the Italian and European markets, which made it possible to balance the difficulties linked to the situation in North America.

The Supply Chain Transparency Business Unit (SCT), which includes all software solutions at both Level 4 (L4) and Level 5 (L5), appears to be the sector with the highest growth, both in absolute value (3.5 million euro) and in percentage terms (+11.7%). While Level 5 sales remained flat, both L4 LS&C and L4 FMCG saw double digit growth, mainly driven by sales expansion in the European market.

Lastly, the “Other” Business Unit is showing growth of 13%, driven by the ASL Napoli (Digital Health Care) project, net of the change in the scope of consolidation, mainly attributable to the exclusion of the Russian subsidiaries (-9.9 million euro).

The " Value of production ”, equal to Euro 217.9 million at 31 December 2024, shows a decrease of 3.7% compared with last year (restated), when it amounted to Euro 226.2 million. The decrease, higher than that of revenue, is due to a lower capitalisation of development costs (6.4 million euro in 2024 versus 9.5 million euro in 2023), partly offset by operating grants and other revenues.

Cost of Sales , equal to 49.3 million euro at 31 December 2024, posted a decrease of 7.7% compared with the previous year when it amounted to 53.3 million euro and a reduction as a proportion of sales of 4.8% thanks to the growth in after-sales services, a price adjustment and the standardisation of production processes.

Consequently, the Gross Operating Margin and Value Added respectively come to Euro 165.6 million (Euro 167.1 million at 31 December 2023, -1.0%) and Euro 124.9 million (Euro 118.2 million at 31 December 2023, +5.7%) determining an improvement in margins.

Adjusted EBITDA stands at Euro 31.7 million at 31 December 2024 (14.3 million at 31 December 2023) with an increase in absolute value of Euro 17.4 million (+121.1%) and a percentage of sales of 15.3% (6.71% at 31 December 2023). This result has been affected by the decrease in labour costs, which amounted to Euro 93.1 million in 2024 compared with Euro 103.9 million.

Adjusted EBIT stands at Euro 10.6 million at 31 December 2024 (-2.8 million at 31 December 2023 restated) with an increase in the absolute figure of Euro 13.4 million (+473.3%) and a percentage of sales of 5.1% (-1.3% at 31 December 2023). This result reflects higher amortisation and depreciation following capitalisation of development costs and rights of use for the various company locations, as well as higher provisions of a prudential nature for credit risks and product warranty fund.

“Financial income and charges” amount to Euro 4.9 million, influenced for Euro 6.5 million by interest and financial charges on loans.

The Result before taxes ( EBT) ” stands at -16.6 million euro at 31 December 2024 (- 99.8 million euro at 31 December 2023) with an increase in absolute terms of 83.8 million euro. This, net of income tax and the share of the loss attributable to third parties, leads to a Adjusted net loss of Euro -18.8 million (-99.6 million at 31 December 2023 restated).

Consolidated figures of the Antares Vision Group

The consolidated statement of financial position at 31 December 2024 is shown below, reclassified according to the source and application of funds .

Consolidated Key Figures (€/000)	12/31/2024	12/31/2023	Delta % 2024 vs 2023
Financial assets	8,430	8,553	-1.44%
Property, plant and equipment, net	36,870	36,422	1.23%
Intangible fixed assets, net	179,945	183,505	-1.94%
Total fixed assets	225,245	228,480	-1.42%
% of net invested capital	92.42%	84.00%	10.03%
Raw materials	20,681	26,078	-20.70%
Work in progress	8,797	8,876	-0.89%
Finished products	12,930	13,773	-6.12%
Total inventories	42,408	48,727	-12.97%
Trade receivables	60,937	73,520	-17.12%
Trade payables	-27,386	-25,340	8.07%
Advances from customers	-27,401	-26,043	5.21%
Net trade working capital	48,558	70,864	-31.48%
% of net invested capital	19.92%	26.05%
Other assets	23,045	26,127	-11.80%
Other liabilities	-43,659	-40,374	8.14%
Net working capital	27,944	56,617	-50.64%
% of net invested capital	11.47%	20.81%
Severance indemnities	-8,219	-9,516	-13.63%
Other provisions	-1,261	-1,690	-25.38%
Other non-current assets/liabilities	0	-1,890
Net invested capital	243,709	272,001	-10.40%
% of net invested capital	100.00%	100.00%
Shareholders’ equity	160,041	167,717	-4.58%
Shareholders’ equity	160,041	167,717	-4.58%
% of net invested capital	65.67%	61.66%
Adjusted Net Financial Position	83,668	104,284	-19.77%
% of net invested capital	34.33%	38.34%
Total sources of funds	243,709	272,001	89.60%
% of net invested capital	100.00%	100.00%

Net invested capital , equal to Euro 243.7 million at 31 December 2024 (272.0 million at 31 December 2023), is made up of total fixed assets of Euro 225.2 million (228.5 million at 31 December 2023), net working capital of 27.9 million (56.6 million at 31 December 2023) and severance indemnities and provisions for risks and charges of Euro 9.5 million (11.2 million at 31 December 2023).

Total fixed assets (Euro 225.2 million) shows an overall decrease of Euro 3.2 million compared with 31 December 2023 (-1.4%), mainly due to the combined effect of the following factors:

• a net decrease of 0.1 million euro in financial assets due to the adjustment of shareholdings in associates and joint ventures to the relevant share of net equity;

• a net increase of 0.5 million euro in property, plant and equipment due to the depreciation charge for the year of 5 million euro, the positive exchange effect of 2.1 million euro and capital investments, net of disposal, of 3.4 million euro;

• a net decrease of 6 million euro in intangible assets due to amortisation of 17.8 million euro, the positive exchange effect of 3.1 million euro and capital investments of 9 million euro.

The Adjusted net financial position is equal to Euro 83.6 million (104.2 million at 31 December 2023). For further details, please refer to the next paragraph.

Shareholders ' equity is equal to Euro 160.0 million (167.7 million at 31 December 2023), having been influenced by the loss for the period of Euro 18.8 million. For further details, please refer to the “Statement of changes in consolidated shareholders' equity” in the Consolidated Explanatory Notes notes.

Consolidated Net Financial Position

The Consolidated net financial position at 31 December 2024 is shown below with comparative figures at 31 December 2023. The schedule reflects the provisions of Consob Attention Notice no. 5/21 of 29 April 2021, which in turn refers to ESMA guideline 32-382-1138 on disclosure requirements, which aims to achieve greater uniformity of disclosure requirements at a European level. Since this orientation does not foresee the inclusion of does not include the fair value of active derivatives in the net financial position, a reconciliation between the "Consolidated net financial position" and the "Adjusted consolidated net financial position" is also provided. Note that the financial indebtedness determined according to the ESMA criteria coincides with the Group's concept of "Net financial position" .

Consolidated Net Financial Position (€/000)	Notes	31/12/2024	31/12/2023
Cash and banks	A	57,564	43,365
Cash equivalents	B
Other financial assets	C	7,723	13,461
Cash and cash equivalents	D=A+B+C	65,287	56,825
Current financial debt (includ-ing debt instruments, but excluding the current portion of non-current financial debt)	E	-3,378	-3,650
Current portion of non-current financial liabilities	F	-19,919	-147,397
Current financial debt	G=E+F	-23,297	-151,047
Net current financial debt	H=G-D	41,990	-94,221
Non-current financial payables (excluding the current portion and debt instruments)	I	-128,250	-12,942
Debt instruments	J	-215	0
Other non-current payables	K	-41	-1,985
Non-current financial debt	L=I+J+K	-128,506	-14,927
Net financial position	M=H+L	-86,516	-109,149
Net financial position		-86,516	-109,149
Neutralisation of derivatives (*)		2,848	4,865
Adjusted Net Financial Position		-83,668	-104,284
(*) ESMA guideline 32-382-1138 does not provide for the inclusion of derivatives receivable in the net financial position, contrary to what happens for derivatives payable.

The Consolidated net financial position at 31 December 2024 is negative for Euro 86.5 thousand (it was negative for Euro 109.1 thousand at 31 December 2023), while the Adjusted consolidated net financial position , i.e. including non-current derivatives receivable, is negative for Euro 83.7 million (having been negative for Euro 104.3 million at 31 December 2023). Please note that the consolidated net financial position at 31 December 2024 does not include any financial liabilities relating to warrants as they expired on 19 April 2024; For further details, please refer to Note 13 of the Consolidated Notes. The financial liability relating to the warrants amounted to Euro 78 thousand at 31 December 2023.

The change in the adjusted consolidated net financial position compared with last year is mainly due to the combined effect of the following factors:

• a positive Adjusted EBITDA of Euro 31.7 million;

• the positive change in net working capital of 21.2 million euro, mainly due to better inventory management; with a decrease of 6.3 million euro; better control over Trade receivables (down by 12.6 million euro), careful management of suppliers which led to an increase in trade payables (2 million euro) and, lastly, an excellent intake of orders from customers for 2025, which led to an increase in Advances from customers (1.4 million euro);

• investments in property, plant and equipment and intangible assets for Euro 15.4 million, as further detailed in notes 1 and 3;

• the payment of extraordinary operating expenses of 11.9 million euro;

• the payment of interest for Euro 5.4 million;

• the payment of income taxes for 0.6 million euro.

Capital investment by Antares Vision Group

In 2024, Antares Vision Group sustained investments for a total of Euro 15.4 million, of which Euro 6.4 million for property, plant and equipment and Euro 9 million for intangible assets. During the year, the Group also disposed of Euro 4.3 million of property, plant and equipment.

For further details, please refer to Notes 1 and 3 of the Consolidated Notes .

Summary of the key figures of Antares Vision S.p.A.

Key figures of Antares Vision S.p.A. (€/000)	2024	% of revenue	2023	% of revenue	Change	% Change
Revenue	90,083	100.0%	92,215	99.5%	-2,132	-2.3%
Gross operating profit (EBITDA)	1,289	1.4%	-3,137	-3.4%	4,426	-141.1%
Extraordinary components	9,018	10.0%	7,122	7.7%	1,896	26.6%
Adjusted EBITDA	10,306	11.4%	3,987	4.3%	6,319	158.5%
Operating profit (EBIT)	-14,704	-16.3%	-16,631	-17.9%	1,927	-11.6%
Total adjustments	9,256	10.3%	6,996	7.6%	2,260	32.3%
Adjusted EBIT	-5,448	-6.0%	-9,635	-10.4%	4,187	-43.5%
Profit before taxes (EBT)	-26,623	-29.6%	-44,317	-47.8%	17,694	-39.9%
Profit/(loss) for the year	-25,525	-28.3%	-43,542	-47.0%	18,017	-41.4%

Key figures of Antares Vision S.p.A. (€/000)	31/12/2024	12/31/2025
Total fixed assets	270,426	272,460
Net trade working capital	32,138	60,119
Net working capital	25,047	55,577
Net invested capital (NIC)	289,945	321,258
Shareholders’ equity	188,327	211,436
Adjusted Net Financial Position	-101,619	-109,822

Normalisations at 31 December 2024 involved the following adjustments:

• to “Gross operating profit (EBITDA)” and “Operating profit/loss (EBIT)”, both for Euro 9 million. This normalisation adjustment includes Euro 6.1 million of professional fees for the services provided by the professionals who assisted the Group in various extraordinary activities, mainly related to the fraud perpetrated by the American subsidiary, the debt restructuring and the corporate plan; 2.8 million euro of personnel costs and 59 thousand euro of professional costs, mainly related to the Social Plan as explained in the section on "Significant events during the year - Social Plan" to which reference is made for further details. EBITDA and EBIT (also adjusted), together with other relative profitability indicators, allow to illustrate the changes in operating performance and provide useful information regarding the ability of Antares Vision Group to sustain debt. The Adjusted Gross Operating Profit does not take into consideration stock grants and stock option plans, which are non-cash compensation methods paid through equity; they have therefore been shown on a pro-forma basis also for 2023 because they are included in the calculation of EBITD, the revenues for the 2023 fiscal year in the managerial classification do not match those in the financial statements due to a different classification of items.

• The following table shows the reconciliation between "Operating profit/loss", "Adjusted EBITDA" and "Adjusted EBIT”

Key figures of Antares Vision S.p.A. (€/000)	2024	2023
Operating profit (EBIT)	-14,704	-16,631
Wages and salaries	2,835	0
Collaborators	59	0
Service costs	6,124	3,676
Inventory	0	3,446
Normalisations	9,018	7,122
PPA amortisation	0	0
Goodwill impairment	0	0
Other adjustments	238	-126
Total adjustments	9,256	6,996
Adjusted EBIT	-5,448	-9,635
Write-down of receivables	5,621	7,336
Stock Option Plan and Stock Grant	2,641	528
Amortisation and depreciation	7,492	5,758
Adjusted EBITDA	10,306	3,987

Key figures of Antares Vision S.p.A (€/000)	2024	2023
Profit before taxes (EBT)	-26,623	-44,319
PPA amortisation	0	0
Goodwill impairment	0	0
Extraordinary income and expenses	9,117	6,821
Write-down/(Write-up) of investments in associates	6,753	21,144
Unrealised foreign exchange gains and losses	-684	273
Warrants at market value	-79	-1,668
Adjusted EBT	-11,456	-17,749
Income taxes on adjusted EBT	-1,098	-775
Profit/(loss) attributable to minority interests	0	0
Adjusted profit/(loss) for the year	-10,358	-16,974

Key figures of Antares Vision S.p.A.

The following is the income statement of Antares Vision S.p.A. at 31 December 2024, reclassified according to management criteria.

Key figures of Antares Vision S.p.A. (€/000)	2024	2023	Change	% Change
Revenue	90,083	92,215	-2,132	-2.31%
Capitalisation of development costs	2,860	4,198	-1,338	-31.87%
Operating grants and other income	2,231	1,262	969	76.78%
Tax credit	873	1,040	-167	-16.06%
Value of production	96,047	98,715	-2,668	-2.70%
Changes in inventories of raw materials and finished goods	765	8,579	-7,814	-91.08%
Purchases of materials	24,594	29,688	-5,094	-17.16%
Changes in inventories of work in progress	2,581	-7,663	10,244	133.68%
Cost of sales	27,940	30,604	-2,664	-8.70%
% of sales	31.02%	33.19%	0	-6.54%
Commissions	1,721	2,728	-1,007	-36.91%
Installation costs	823	1,622	-799	-49.26%
Gross profit	65,563	63,761	1,802	2.83%
% of sales	72.78%	69.14%	0	5.26%
Leases and rentals	279	396	-117	-29.55%
Operating costs	126	166	-40	-24.10%
Service costs	19,377	21,302	-1,925	-9.04%
Value added	45,781	41,897	3,884	9.27%
% of sales	50.82%	45.43%	0	11.86%
Labour	35,475	37,910	-2,435	-6.42%
Employees	31,756	33,996	-2,240	-6.59%
Collaborators	3,719	3,914	-195	-4.98%
Adjusted EBITDA	10,306	3,987	6,319	158.49%
% of sales	11.44%	4.32%	0	164.61%
Write-down of receivables	5,621	7,336	-1,715	-23.38%
Stock Option Plan & Stock Grants	2,641	528
Amortisation and depreciation	7,492	5,758	1,734	30.11%
Adjusted EBIT	-5,448	-9,635	4,187	-43.46%
% of sales	-6.05%	-10.45%	0	-42.12%
Financial (income) and charges	5,207	6,679	-1,472	-22.04%
Extraordinary (income) and expenses	9,177	6,821	2,356	34.54%
Write-down/(Write-up) of investments in associates	6,753	21,144	-14,391	-68.06%
PPA amortisation	38	38	0	0,00%
Goodwill impairment	0	0	0	0,00%
Profit before taxes (EBT)	-26,623	-44,317	17,694	-39.93%
% of sales	-338.37%	-208.08%	-1	62.61%
Income taxes	-1,098	-775	-323	41.68%
Profit (loss) of third parties	0	0	0	0,00%
Profit/(loss) for the year	-25,525	-43,542	18,017	-41.38%
% of sales	-28.33%	-47.22%	0	-39.99%

“Revenue”, amounting to Euro 90.1 million at 31 December 2024, has decreased by Euro 2.1 million compared with the previous year (-2.31%). The Parent Company's sales relate for 54.9 million euro (60.9%) to the “Life Sciences & Cosmetics” Business Unit (“ LS&C ”), for 4.9 million euro (5.4%) to "Supply Chain Transparency” Business Unit (" SCT ") and for 25.4 million euro to the “Service” Business Unit (28.2%). The decrease in revenue is linked to a decline in sales volumes and to the invoicing to subsidiaries of HQ services provided by Antares Vision S.p.A. which acts as the operating holding company of the Antares Vision Group.

Excluding the share of turnover deriving from the invoicing of HQ services, the operating business shows growth of 0.6 million euro (+0.7%). The LS&C Business Unit shows a contraction of 12.73%, the SCT Business Unit shows growth of 49.2%, while the “Service” Business Unit shows a development of 20.3%.

In the evolution of revenue by geographical area, the highest contribution, both in absolute terms (Euro 66.4 million in 2024 versus Euro 62.4 million in 2023) and growth (+6.3% in 2024), came from Europe, driven by Italy (+18.9% in 2024). North & South America posted a decrease in revenue both in absolute terms (5.5 million euro in 2024) and in terms of growth (-26.9% in 2024), driven above all by the United States and Brazil, caused by a slowdown in investments from the first quarter of 2024.

Excluding the share of turnover from the invoicing of HQ services, Europe's contribution is 65 million euro (59.9 million euro in 2023), while the contribution of North & South America stands at 11.2 million euro (14.5 million euro in 2023).

The following table shows the Parent Company's revenue by geographical area :

Revenue by geographical area Antares Vision S.p.A.	2024	%	2023	%
Italy	25,411,283	28.21%	21,462,041	23.21%
Europe	40,839,114	45.33%	40,961,535	44.29%
North & South America	14,947,729	16.59%	20,448,322	22.11%
Asia and Oceania	5,107,263	5.67%	4,669,174	5.05%
Africa and the Middle East	3,777,629	4.19%	4,936,469	5.34%
Total	90,082,991	100%	92,477,541	100%

In 2024, India represents the area with the strongest growth (+42%), followed by Italy (+19%) and Northern Europe (+17%). The combined effect of these regions more than offsets the decrease in turnover in South America (-51%) and North America (-18%).

Segment reporting is contained in the consolidated financial statements of Antares Vision Group.

The " Value of production ”, equal to Euro 96 million at 31 December 2024, shows a decrease of 2.7% compared with last year, when it amounted to Euro 98.7 million.

The " Cost of goods sold ( COGS )”, equal to Euro 27.9 million at 31 December 2024, shows a decrease of 8.7% compared with the same period last year, when it amounted to Euro 30.6 million, and a 6.5% reduction as a percentage of sales.

Consequently, the Gross Operating Margin and Value Added respectively come to Euro 65.5 million (Euro 63.8 million at 31 December 2023, +2.8%) and Euro 45.8 million (Euro 41.9 million, +31%) as of 31 December 2023, +9.7%), determining an improvement in the Value Added of 5.2 and 11.8% respectively. The recovery in profit margins derives from the decline in service costs, .

Adjusted EBITDA stands at Euro 10.3 million at 31 December 2024 (4 million at 31 December 2023) with an increase in absolute value of Euro 6.3 million (+158.5%) and a percentage of sales of 11.4% (4.3% at 31 December 2023). This result is affected by the decrease in labour costs, accounting for Euro 35.5 million in 2024 compared with Euro 37.9 million in 2023.

Adjusted EBIT stands at Euro -5.5 million at 31 December 2024 (-9.6 million at 31 December 2023) with an increase in the absolute value of Euro 4.2 million (+43.5%) and a percentage of sales of -6.0% (-10.4% at 31 December 2023).

“Financial income and charges” are showing a negative balance of Euro 5.2 million, influenced for Euro 6.5 million by interest and financial charges on loans.

The Result before taxes ( EBT ) stands at -26.6 million euro at 31 December 2024 (-44.3 million euro at 31 December 2023) with an improvement in absolute value of 17.9 million euro (+39.9%). This, net of income tax and the share of the loss attributable to third parties, leads to a Adjusted net loss of Euro 25.5 million (43.5 million at 31 December 2023 restated).

Figures of Antares Vision S.p.A.

The following is the statement of financial position of Antares Vision S.p.A. at 31 December 2024, reclassified according to the criteria of sources and applications.

Key Figures of Antares Vision S.p.A. (€/000)	31/12/2024	31/12/2023	Delta % 2024 vs 2023
Financial assets	219,366	220,015	-0.29%
Property, plant and equipment, net	22,132	22,556	-1.88%
Intangible fixed assets, net	28,928	29,889	-3.22%
Total fixed assets	270,426	272,460	-0.75%
% of net invested capital	93.27%	84.81%	9.97%
Raw materials	8,207	10,067	-18.48%
Work in progress	4,462	3,686	21.05%
Finished products	9,350	11,931	-21.63%
Total inventories	22,019	25,684	-14.27%
Trade receivables	46,040	64,258	-28.35%
Trade payables	-24,482	-22,624	8.21%
Advances from customers	-11,439	-7,199	58.90%
Net trade working capital	32,138	60,119	-46.54%
% of net invested capital	11.08%	18.71%
Other assets	11,367	11,276	0.81%
Other liabilities	-18,458	-15,818	16.69%
Net working capital	25,047	55,577	-54.93%
% of net invested capital	8.64%	17.30%
Severance indemnities	-4,998	-6,153	-18.77%
Other provisions	-529	-626	-15.50%
Other non current assets/liabilities	0	0
Net invested capital	289,946	321,258	-9.75%
% of net invested capital	100.00%	100.00%
Shareholders’ equity	188,327	211,436	-10.93%
Shareholders’ equity	188,327	211,436	-10.93%
% of net invested capital	64.95%	65.82%
Adjusted Net Financial Position	101,619	109,822	-7.47%
% of net invested capital	35.05%	34.18%
Total sources of funds	289,946	321,258	90.25%
% of net invested capital	100.00%	100.00%

Net invested capital , equal to Euro 290 million at 31 December 2024 (321.2 million at 31 December 2023), is made up of total fixed assets of Euro 270.4 million (272.5 million at 31 December 2023), net working capital of 25.1 million (55.5 million at 31 December 2023) and severance indemnities and provisions for risks and charges of Euro 5.5 million (6.8 million at 31 December 2023).

Total fixed assets (Euro 270.4 million) shows an overall increase of Euro 2 million compared with 31 December 2023 (-0.7%), mainly due to the combined effect of the following factors:

• Decrease of 0.6 million euro in financial assets for the adjustment of shareholdings in associates and joint ventures for the relevant share of net equity;

• Net decrease of 0.4 million euro in property, plant and equipment due to depreciation for the year of 1.7 million euro, partially offset by investments of 1.3 million euro;

• Net decrease of 1 million euro in intangible assets due to amortisation for the year of 5.8 million euro, partially offset by investments of 4.9 million euro.

The Adjusted net financial position is equal to Euro 101.6 million (109.8 million at 31 December 2023). For further details, please refer to the next paragraph.

Shareholders' equity is equal to Euro 188.7 million (211.4 million at 31 December 2023), having been influenced by the loss for the period of Euro 25.2 million. For further details, please refer to the “Statement of changes in shareholders' equity of Antares Vision S.p.A.” in the notes to the separate financial statements of Antares Vision S.p.A.

Net financial position of Antares Vision S.p.A.

The Net Financial Position of Antares Vision S.p.A. at 31 December 2024 compared with 31 December 2023 is shown below. As for the Net Financial Position of the Antares Vision Group, the schedule reflects the provisions of Consob Attention Notice no. 5/21 of 29 April 2021, which in turn refers to ESMA guideline 32-382-1138 on disclosure requirements, which aims to achieve greater uniformity of disclosure requirements at a European level. Since this orientation does not foresee the inclusion of non-current financial assets and the fair value of active derivatives in the Net Financial Position, a reconciliation between the "Net Financial Position of Antares Vision S.p.A." and the "Normalised Net Financial Position of Antares Vision S.p.A." is also provided.

Note that the financial indebtedness determined according to the ESMA criteria coincides with the Parent Company's concept of "Net financial position".

Net financial position of Antares Vision S.p.A. (€/000)		31/12/2024	31/12/2023
Cash and banks	A	32,201	16,783
Cash equivalents	B
Other current financial assets	C	7,723	12,237
Cash and cash equivalents	D=A+B+C	39,924	29,019
Current financial debt (including debt instruments, but excluding the current portion of non-current financial debt)	E	-1,704	-1,697
Current portion of financial payables	F	-34,391	-156,015
Current financial debt	G=E+F	-36,095	-157,712
Net current financial debt	H=g-D	3,829	-128,693
Non-current financial payables (excluding the current portion and debt instruments)	I	-122,079	-8,647
Debt instruments	J	-215	0
Other non-current payables	K	0	0
Non-current financial debt	L=I+J+K	-122,294	-8,647
Net financial position	M=H+L	-118,465	-137,340
Net financial position		-118,465	-137,340
Neutralisation of derivatives (*)		2,848	4,865
Other intercompany financial assets		13,998	22,653
Adjusted net financial position		-101,619	-109,822
(*) ESMA guideline 32-382-1138 does not provide for the inclusion of derivatives receivable in the net financial position, contrary to what happens for derivatives payable.

The “ Net Financial Position of Antares Vision S.p.A. ” is negative for 118.4 million euro at 31 December 2024 (negative for 137.3 million euro at 31 December 2023), while the “ Adjusted Net Financial Position of Antares Vision S.p.A. ”, i.e. including non-current derivatives, is negative by 101.6 million euro (negative by 109.8 million euro at 31 December 2023). Please note that the consolidated net financial position at 31 December 2024 does not include any financial liabilities relating to warrants as they expired on 19 April 2024; For further details, please refer to Note 13 of the Notes to the Financial Statements of Antares Vision S.p.A.. The financial liability relating to the warrants amounted to Euro 78,733 thousand at 31 December 2023.

The change in the adjusted net financial position compared with last year is mainly due to the combined effect of the following factors:

• a positive Adjusted EBITDA of Euro 10.4 million;

• the positive change in net working capital of 30.2 million euro, mainly due to better inventory management; with a decrease of 3.6 million euro; better control over Trade receivables (down by 18.2 million euro), careful management of suppliers with corresponding payments which led to an increase in trade payables (1.9 million euro) and, lastly, an excellent intake of orders from customers for 2025, which led to an increase in Advances from customers (4.2 million euro);

• investments in property, plant and equipment and intangible assets for euro 6.2 million, as further detailed in notes 1 and 3 to the Annual Financial Statement of Antares Vision S.p.A.;

• decrease in intragroup financial assets, for 11.6 million

• the payment of extraordinary operating expenses of 9.2 million euro;

• the payment of interest for Euro 5.4 million;

Investments of Antares Vision S.p.A.

In 2024, Antares Vision S.p.A. incurred capital investment for a total of Euro 6,2 million , of which Euro 1,3 million relating to property, plant and equipment and Euro 5 million relating to intangible assets. During the year, the Parent Company also disposed of Euro 4,725 of property, plant and equipment, generating a net capital gain of Euro 9,076.

For further details, please refer to Notes 1 and 3 of the notes to the separate financial statements of Antares Vision S.p.A.

Significant events during the year

Inspection pursuant to article 115, paragraph 1, letter c) - Legislative Decree no. 58 of 24 February 1998

On 5 March 2024, Consob, the National Commission for Companies and the Stock Exchange, began an inspection under article 115, paragraph 1, letter c) of Legislative Decree no. 58 of 24 February 1998, regarding:

• the financial situation of the Antares Vision Group;

• the items "Goodwill", "Other intangible assets", "Trade receivables" and "Revenue" recorded in the consolidated financial statements at 31 December 2022 and 30 June 2023;

• the state of implementation of the measures to adapt the organisational structure, the internal control system and the administrative-accounting system, with reference to the improvements recommended in the report of the Board of Statutory Auditors on the 2022 financial statements;

• the stage of completion of the review of the budgeting process, with particular reference to what is stated in the 2022 Sustainability Report regarding the integration of this process with ESG issues.

The inspection was concluded on 29 January 2025; Management is still waiting for the outcome of the inspection. To date, the Company is not aware of and cannot foresee any risks involved in the outcomes of this inspection.

Medium/long term loans and borrowings: remodulation of financial covenants

For more details on the medium-long term loans and on the covenants in force at 31 December 2024, which have all been met, please refer to the consolidated notes, Note 14.

Strengthening of management and the First Stock Grant Plan

During the first few months of 2024, the Antares Vision Group strengthened its management team by appointing new senior managers.

On 23 January 2024, Gianluca Mazzantini took on the role of General Manager and was subsequently appointed Chief Executive Officer of Antares Vision S.p.A. after being co-opted onto the Board of Directors by resolution of the Shareholders' Meeting on 28 February 2024.

On the same date, the Shareholders' Meeting resolved to adopt a stock incentive plan ( First Stock Grant Plan or GM Plan ) in favour of Gianluca Mazzantini. The Company also announced that it had hired Carlo Corollo (as the new Chief HR Officer) and that it had signed binding agreements with Stefano De Rosa (as Group Chief Financial Officer and Head of Finance, Controlling, Administration and Investor Relations) and Alessandro Cazzaniga (as Group Head of Controlling. For more details on the Stock Option Plan, please refer to the paragraph entitled “Share-based payments” in the consolidated Explanatory Notes.

This plan has a duration of 5 years and is divided into 5 cycles, each one lasting a year. The plan provides for the free assignment to the General Manager of the right to receive shares, under the terms and conditions set out in the Regulation.

The First Stock Grant Plan establishes the General Manager as the beneficiary of a share incentive scheme involving up to 1,382,422 ordinary shares in the Parent Company, with a duration of 5 years – strictly connected to performance targets (80% linked to corporate and/or Group results and 20% to ESG targets) which have to be achieved within the said time frame, consistently with the strategic/business plan developed by the General Manager for a three-year duration and approved by the Board of Directors, as well as additional two-year objectives for the fourth and fifth year of the GM Plan, again developed by the General Manager and approved by the Board of Directors.

For each year of the GM Plan, the Board of Directors will have to verify achievement of the relevant vesting conditions (including achievement of the performance targets), following the approval by the Board of Directors of the consolidated financial statements for the reference year of each cycle, and will then communicate to the General Manager the definitive assignment of the tranche of shares for the cycle in question. The performance targets of the GM Plan are as follows:

• Group EBITDA (with a weight of 50%);

• Group NFP (with a weight of 30%);

• ESG targets (with a weight of 20%).

As regards the purely financial objectives (i.e. not those linked to ESG targets), the GM Plan provides for a certain degree of tolerance, as follows:

a) in the event of a deviation from the annual financial performance targets of up 15%, the shares of the relevant annual tranche will all be considered definitively assigned;

b) in the event of a deviation greater than 15% and up to 20%, the shares of the relevant annual tranche will be considered definitively assigned in proportion to the results actually achieved (i.e. each percentage point of deviation will have an impact equal to 20%);

c) in the event of a deviation equal to or greater than 20%, the General Manager will be obliged, each year, to return the tranche of shares assigned to him in advance, by and no later than 10 calendar days from the Board of Directors ascertaining the failure to achieve the objectives, in exchange for payment by the Company of the subscription price, without any right or claim of any kind, including the effects suffered by reason of the taxation applied at the time the portion of shares was assigned.

The Stock Grant Plan provides that the unvested shares are attributed to the beneficiary in a personal capacity and are therefore not transferable by deed inter vivos for whatever reason, neither full rights nor partial rights. Each tranche of shares, once definitively assigned, will be subject to a lock-up period of 24 months from the date of definitive assignment. The GM Plan provides that, pending the relevant vesting conditions, the General Manager may not dispose of, sell or transfer the unvested shares involved in the GM Plan. This provision will also apply where there is a dispute between the General Manager and the Company regarding the occurrence of a good leaver or bad leaver event until a judicial or arbitration decision is made which decides on the qualification of the leaver event.

The GM Plan also contains claw-back clauses: if, in the 3 years following the assignment of the Ordinary Shares, it turns out that the assignment was made on the basis of manifestly incorrect data or a fraudulent alteration of the data used for the calculation or of the calculation of one or more of the annual performance targets of the Business Plan and/or of the objectives for the two years following the Business Plan through conduct contrary to the provisions of the law and/or company rules, the General Manager will be required to return to the Parent Company all the shares (vested and unvested), in exchange for payment, by the Parent Company, of the subscription price, without any right and/or claim of any kind, including the effects suffered by reason of the taxation applied at the time of assignment of the same, or an amount corresponding to their subscription price.

For further information on the GM Plan, please refer to the information document drawn up pursuant to art. 114-bis TUF and art. 84-bis of the Issuers' Regulation, which has been made available to the public at the registered office and on the Company's website at www.antaresvisiongroup.it (in the section "Investor Relations" - "Shareholders Meeting" - "2024"), as well as on the authorised storage mechanism 1INFO available at www.1info.it, within the terms established by current legislation.

Sale of the subsidiary T2 Software SA and its subsidiary Pharmatrack Sistemas Ltda

On 18 April 2024, Antares Vision Do Brasil Ltda sold 51% of T2 Software SA to its founding partners, who already held the other 49%. The decision taken in 2024 to sell the company was motivated, above all, by the fact that the SW product owned by T2 Software was no longer considered strategic or of interest for the future development of the Group. Secondly, the lack of liquidity in T2 Software would have required the injection of substantial capital, not only to guarantee its business continuity, but also to continue the investments necessary for the development and relaunch of the product (SW). These investments would not have been justified given the suspension of traceability legislation in Brazil, considerably reducing the potential for future growth and hence the recoverability of the investments needed.

The sale was preceded by an increase in capital by Antares Vision Do Brazil of approximately Euro 140,000. This increase in capital, of a significantly lower amount than the financial resources that would have been necessary for future development, was carried out to provide the liquidity necessary for the company to continue operating as a going concern. For the same reason, Antares Vision Do Brazil waived the loan of Euro 168,633 that it had made to its subsidiary T2 Software in exchange for an increase in the value of its shareholding in the subsidiary. This waiver resulted in an increase in T2 Software's equity of the same amount. The sale of the shareholding was carried out at a symbolic price of 1 Brazilian real (equal to approximately Euro 0.17), resulting in the recognition of a capital loss of Euro 443,416.

Conversion of the warrants and special actions

On 18 April 2019, Antares Vision S.p.A. issued 5,000,000 warrants at the time of its listing on the Euronext Milan (then called the MTA). Given that no requests had been received to exercise any of the warrants and as on 19 April 2024 60 months had elapsed from the effective date of the absorption of ALP.I S.p.A. by the Parent Company (on 18 April 2019), the 250,000 special shares were automatically converted into 250,000 ordinary shares and the 1,189,590 preferred shares were cancelled in accordance with articles 5.7 and 5.8 of the Articles of Association.

As a result of the above, the share capital of the Antares Vision Group at 31 December 2024 is equal to Euro 172,788 made up exclusively of 70,753,559 ordinary shares.

For more details on the Warrants, please refer to Note 13. of the consolidated notes.

Social Plan

On 7 May 2024, a Trade Union consultation procedure was launched in accordance with Law 223/91 for the suppression of 54 positions at the Parent Company's headquarters in Travagliato, identified as being redundant with respect to the Company's organisational and strategic needs. In the letter of communication to the local trade unions it was emphasised that "To deal with the social consequences of implementing the job reduction programme, the Parent Company confirms the possibility, considering the technical, organisational and production requirements, of evaluating voluntary redundancies, on the one hand, and, on the other, of encouraging the relocation of surplus employees to local companies by making introductions and/or implementing processes of outplacement". The joint review with the Trade Union representatives began on 15 May.

On 17 July 2024, the agreement was signed with the Lombardy Region and the Fim-Cisl trade unions for implementation of the Social Plan. The number of people taking voluntary redundancy was agreed at 35, of whom more than 70% left by 31 August 2024 with the others leaving by 31 December 2024.

The Parent Company incurred a total cost of Euro 2,128,266 for the restructuring.

Shareholders' Meeting

The Shareholders' Meeting of Antares Vision S.p.A., chaired by Emidio Zorzella, took place on 10 July 2024 in extraordinary and ordinary session, with 67.18% of the ordinary share capital present, representing 72.62% of all voting rights.

The Meeting approved the separate financial statements of Antares Vision S.p.A. at 31 December 2023 and the allocation of the result for the year; appointed the members of the Board of Directors for the years 2024-2025-2026; appointed the members of the Board of Statutory Auditors for the years 2024-2025-2026; approved the report on remuneration and compensation paid as of 31 December 2023; approved the new share-based incentive scheme; approved a new authorisation for the purchase and disposal of treasury shares; approved the amendments to the articles of association to incorporate the provisions contained in the so-called “Law on Capital”.

At the end of the Meeting, the new Board of Directors was installed: Gianluca Mazzantini was appointed Chief Executive Officer; powers were delegated to Emidio Zorzella and Massimo Bonardi; Giovanni Crostarosa Guicciardi was appointed Deputy Chairman; verified the requisites of the Directors and Statutory Auditors appointed by the Shareholders' Meeting; appointed the members of the Board Committees; appointed Giovanni Crostarosa Guicciardi as the Lead Independent Director; appointed Stefano De Rosa as the Manager in charge of preparing the Company's accounting documents

For further details about the new authorisation for the purchase and disposal of treasury shares, please refer to the next paragraph.

Revocation and new authorisation for the purchase and disposal of treasury shares and the Second Stock Grant Plan

Following revocation of the authorisation by the Shareholders' Meeting on 28 April 2023, the Shareholders' Meeting of Antares Vision S.p.A. on 10 July 2024 also renewed the authorisation to purchase and dispose of treasury shares. Specifically, the Meeting approved the proposal to grant the administrative body, pursuant to articles 2357 and 2357-ter of the Italian Civil Code, for a period of 18 months from the date of the resolution, the authorisation to proceed with the purchase and disposal of treasury shares. Lastly, the Shareholders' Meeting explicitly clarified that, in application of the so-called "whitewash" referred to in art. 44-bis, paragraph 2, Consob Regulation 11971/1999, the treasury shares purchased by the Company in execution of the authorisation resolution will not be excluded from the ordinary share capital (i.e. they will be included in it) if, as a result of the purchases of treasury shares, it is determined that a shareholder exceeds the thresholds for the purposes of art. 106 of the CFA. Note that as of today, Antares Vision S.p.A. directly holds 33,916 of its own shares.

The purchase and disposal of treasury shares aims, among other things, to service the stock incentive plan ( Second Stock Grant Plan or Stock Plan ) also resolved by the Shareholders' Meeting on 10 July 2024 in favour of the executive directors and other executives with strategic responsibilities ("key management personnel"), as well as middle or senior managers of the Parent Company or subsidiaries due to the strategic nature of their positions. Specifically, the beneficiaries of the Stock Plan are the Group Head of Controlling, Stefano De Rosa (Group Chief Financial Officer and Head of Finance, Controlling, Administration and Investor Relations) and Fabio Forestelli (General Manager Fast Moving Consumer Goods).

The Stock Plan has a duration of 5 years and is divided into 5 cycles, each one lasting a year. It provides for the free assignment to each beneficiary of the right to receive shares, under the terms and conditions set out in the Regulation.

The Second Stock Grant Plan provides that the recipients are the beneficiaries of a stock incentive system, involving up to 1,382,422 Ordinary Shares of the Parent Company, with a duration of 5 years, strictly connected to performance targets (80% linked to corporate and/or Group results and 20% to ESG targets) which have to be achieved within the said time frame, consistently with the three-year strategic/business plan approved by the Board of Directors of the Parent Company, as well as additional two-year objectives for the fourth and fifth year of the plan's duration, again approved by the Board of Directors.

For each year of the Stock Plan, the Board of Directors will have to verify achievement of the relevant vesting conditions (including achievement of the performance targets), following the approval by the Board of Directors of the consolidated financial statements for the reference year of each cycle, and will then communicate to each of the beneficiaries that they have the chance to subscribe the tranche of shares for that cycle.

The performance targets of the Stock Plan are as follows:

• Group EBITDA (with a weight of 50%); Group NFP (with a weight of 30%);

• non-financial performance targets (with a weight of 20%).

As regards the purely financial objectives (i.e. not those linked to non-financial performance targets), the Stock Plan provides for a certain degree of tolerance, as follows:

a) in the event of a deviation from annual financial performance targets up to 15% (included), the shares of the relevant annual tranche will all be considered assigned;

b) in the event of a deviation greater than 15% and up to 20% (not included), the shares of the relevant annual tranche will be assigned in proportion to the results actually achieved (i.e. each percentage point of deviation will have an impact equal to 20%);

c) in the event of a deviation equal to or greater than 20%, the beneficiary will definitively lose the right to receive the shares of the relevant annual tranche, without being able to advance any right or claim, including rights or claims of a compensatory nature, and without the Company being required to pay them any amount or attribution, also by way of a replacement.

The Stock Plans envisage that the non-financial component of the LTI for each participant, in the case of ESG targets, originates from the so-called ESG Scorecard – in other words, from the totality of the ESG sub-objectives identified for each of the three areas (Environment – Social – Governance).

In the case of ESG targets, for each individual member of the LTI programme, the ESG objective – when there is one – is extracted if it has already been assigned in the annual MBO so as not to duplicate the result. The target is to achieve at least 85% of the objectives of the “ESG Scorecard – LTI” (14/16 if an objective is extracted - otherwise 15/17). Achieving at least 85% of the relevant sub-objectives is considered a 100% result, whereas an incomplete but satisfactory achievement (85% of 85% of the results, i.e. 72% of the results achieved 100%) is considered "above threshold".

The Stock Plan provides that the right to receive shares will be attributed to beneficiaries in a personal capacity and may not be transferred by deed inter vivos, nor can it be subject to restrictions or constitute the object of other deeds of disposal for any reason. Each tranche of shares, once allocated, will be subject to a lock-up period of 24 months from the date of subscription, except for a quantity of shares needed to pay the taxes due on allocation of the shares.

Furthermore, the Share Plan includes claw-back clauses: if, within 3 years following the assignment of the Ordinary Shares, it turns out that the assignment was made on the basis of manifestly incorrect data or of a fraudulent alteration of the data used for such determination or of the determination of one or more of the annual performance targets of the Business Plan and/or of the objectives for the two years following the Business Plan through conduct contrary to the provisions of the law and/or company rules, the beneficiary will be required to return to the Parent Company all the shares (vested and unvested), in exchange for payment, by the Parent Company, of the subscription price, without any right and/or claim of any kind, including the effects suffered by reason of the taxation applied at the time of their assignment, or an amount corresponding to their subscription price.

For further information on the Stock Plan, please refer to the information document drawn up pursuant to art. 114-bis of the TUF and art. 84-bis of the Issuers' Regulation, which has been made available to the public at the registered office and on the Company's website at www.antaresvisiongroup.it (in the section "Investor Relations" - "Shareholders Meeting" - "2024"), as well as on the authorised storage mechanism 1INFO available at www.1info.it, within the terms established by current legislation.

Total amount of voting rights

On 2 August, Antares Vision S.p.A. announced that the increase in voting rights relating to 1,005 Ordinary Shares of Antares Vision took effect on 7 August, pursuant to art. 127-quinques of the CFA and in application of the Company's Articles of Association.

On 4 October 2024, Antares Vision S.p.A. communicated that on 18 September a request had been received for cancellation from the special list of the increased voting rights of these 1,005 Ordinary Shares with increased voting rights. Following this press release, the share capital of Antares Vision S.p.A. is therefore composed of 70,753,559 Ordinary Shares, of which 41,585,400 with increased voting rights.

Absorption of Pen-Tec S.r.l. and Packital S.r.l. by FT System S.r.l.

The absorption of Pen-Tec S.r.l. (“the Merged Company”) by FT System S.r.l. (“the Merging Company”) took effect on 13 November 2024.

The absorption of Packital S.r.l. (“the Merged Company”) by FT System S.r.l. (“the Merging Company”) took effect on 22 April 2024.

As shown in the merger plan, the legal effects of the merger will run from the first day of the month following the month in which the last of the registrations at the Chamber of Commerce to which the two companies belong is carried out, with the accounting and tax effects backdated to the first day of the financial year in progress on the date of the merger, i.e. 1 January 2024. It follows that the transactions of the Merged Company will be recorded in the books of the Merging Company from 1 January 2024, taking into account that both companies close their financial year on 31 December of each year, and the effects of the merger for income tax purposes will take effect from that date, pursuant to art. 172, ninth paragraph of Presidential Decree no. 917 of 22 December 1986.

Given that FT System held the entire share capital of Pen-Tec S.r.l. and Packital S.r.l., the merger took place without any exchange of shares and the articles of association of the Merging Company did not undergo any changes with respect to those in force prior to the merger. For the purposes of preparing the consolidated financial statements, this did not lead to any accounting effect other than what would have taken place without a merger.

The Russian market and the downsizing of the Russian subsidiaries' activities

For Antares Vision Group, the Russian market has always been an area of interest for the implementation of Track & Trace solutions, first in the Pharmaceutical sector and, more recently, in the Food & Beverage sector. The Group is present on the Russian market through its subsidiaries Antares Vision Rus OOO (100% owned by the Parent Company), Markirovka As A Service LLC (70% owned by the Parent Company indirectly through Innovative Marketing Digital Solutions UK Ltd) and Rfxcel LLC (100% owned by the Parent Company indirectly through Rfxcel Corp.).

With the outbreak of the Russia-Ukraine conflict and the imposition of restrictive measures, exports of materials, software and services intended for pharmaceutical use have not been limited, subject to the Group obtaining specific authorisations from the national Authority – UAMA (Unit for the Authorisation of Armament Materials), whereas exports of products related to the Food & Beverage sector have been progressively restricted and then blocked completely.

These circumstances have induced the Management and Board of Directors of Antares Vision S.p.A. to initiate a process of significant downsizing of activities in Russia. This process began on 11 September 2023 with the start of negotiations for the sale to local management of the activities in Russia of the three subsidiaries (i.e. a management buy-out) and, at the same time, signing a distribution agreement and an option to buy back the companies in the event that the Russian crisis was resolved positively in the future. The agreement also provided that all financial and commercial receivables due to the Antares Vision Group would be paid before the sale.

However, on 14 May 2024, the Antares Vision Group announced that the proposed management buy-out no longer represented a viable option, mainly because of the further tightening of sanctions against Russia. Management has therefore initiated a gradual downsizing of operations of its Russian subsidiaries. Specifically, management has appointed the local managing director of Antares Vision Rus OOO and Markirovka As A Service LLC and a local lawyer for Rfxcel LLC to proceed with the gradual cessation of activities and payment of liabilities, as well as to dismiss the personnel through the use of assets and liquidity held by the subsidiaries.

On 18 July 2024, Antares Vision S.p.A., as the sole shareholder of Antares Vision Rus OOO LLC, resolved to revoke the powers of the company's General Manager, Pavel Georgievich Bulgakov, effective 22 July 2024, appointing Alexander Alexandrovich Chernov as the new General Manager, effective 23 July 2024. The appointment of the new General Manager by Antares Vision S.p.A. had the sole purpose of obtaining the documentation needed for their disposal. In fact, the events described so far led to a total lack of financial information from the Russian companies, as well as the loss of operational, financial and commercial control over them by the parent company Antares Vision S.p.A. for the whole of the first half of 2024.

From 1 January 2024, the three Russian companies are no longer included in the scope of consolidation of the Antares Vision Group. The Russian companies were already not consolidated in the half-year consolidated financial statements of Antares Vision Group as the Parent Company had lost operational, financial and commercial control over them for the whole of the first half of 2024. The Russian companies have not been consolidated in the annual consolidated financial statements of Antares Vision Group because the events subsequent to the half-year report again show that it is impossible to obtain information on site.

Consequently, any assets and liabilities recorded in the separate balance sheets of Antares Vision S.p.A. and Rfxcel Corp. versus the Russian companies (in the case of assets already written down to zero at 31 December 2023) have been classified as assets and liabilities versus third parties.

The Antares Vision Group will continue to operate in Russia through direct exports of products intended mainly for the pharmaceutical market, for which it is possible to obtain specific exemptions and authorisations granted by the National Authority - UAMA.

Computer fraud at AVI Excellence Pvt Ltd

Between the last week of July and the first part of August, a cyber fraud was committed, currently estimated at a value of 256,000 Euros, to the detriment of the Indian subsidiary AVI Excellence Pvt Ltd.

F rom the investigations conducted so far by the parent company Antares Vision S.p.A., it has emerged that the fraud in question did not depend on gaps in the company's cybersecurity systems, nor on malicious actions carried out by the management of the company and its subsidiaries. It can be deduced from the investigations that the fraud constitutes an illicit act of an international nature, carried out to the detriment of the company by third parties who are currently unknown.

Consequently, legal action has been taken and other legal measures are being considered to protect the rights of the company, both in India and in Spain, by prosecuting those responsible for the crime and trying to recover, as far as possible, the amount stolen, even though it is not significant. .

Main risks and uncertainties

Constant monitoring and effective management of risks, both financial and ESG, are crucial factors to protect the value creation levers of Antares Vision Group, even more so in a context such as the current one characterised by high volatility and uncertainties at a global level. Since 2024, Antares Vision Group has integrated the main financial risks and uncertainties with ESG ones in light of the "Corporate Sustainability Reporting Directive - CSRD" (Directive no. 2464/2022), which officially came into force on 5 January 2023, and implemented by Legislative Decree 125/2024.

Market risk

The competitive context in which the Antares Vision Group operates takes on different forms depending on the market sector and geographical area of reference. In fact, depending on the situation, the Group is faced with a competitive scenario that features a number of large global players or medium to small local players that carry out, even if only partially, activities that are identical or in any case related to those carried out by the Antares Vision Group. Market risk is therefore the risk that the Antares Vision Group's position on the market may be challenged by potential competitors, resulting in the loss of a portion of its customers.

Management believes that the range of solutions (from hardware to software) offered in Track & Trace, in which the Group is a leader, combined with the state-of-the-art technology of our Inspection systems, our Smart Data Management services, as well as the completeness of our before- and after-sales assistance, combined with our continuously accumulated experience and the presence of highly specialised technical personnel, constitute a strong competitive advantage in contrasting the competition and are an obstacle to entry of new commercial players in the short term.

Lastly, with reference to the conflict between Russia and Ukraine, as already described in the paragraph on “The Russian market and the downsizing of the Russian subsidiaries' activities” to which reference should be made for further details, this constitutes an element of uncertainty and concern, which in 2024 led the Antares Vision Group to initiate a process of considerable downsizing of its activities in Russia. At 31 December 2024 the Group's exposure is insignificant, both in terms of credit positions and in terms of turnover.

Credit risk

Credit risk is the risk that the Antares Vision Group is exposed to potential losses arising from the failure of its counterparties to fulfil their obligations. Should a significant part of the customers delay or fail to honour payments within the agreed terms and methods, this would have a negative impact on the financial situation of the Antares Vision Group.

The Antares Vision Group's maximum exposure to credit risk can be quantified in the nominal value of commercial assets and in the nominal value of guarantees and commitments provided on the liabilities and/or payables of third parties.

Credit risk is mitigated by the fact that most of the Antares Vision Group's customers are leading pharmaceutical and industrial companies with a high level of economic and financial solidity, and by the fact that credit exposure is not concentrated on a limited number of customers. In the case of counterparties operating in countries with a high level of country risk, the Antares Vision Group makes use of international payment instruments, such as letters of credit, aimed at guaranteeing correct and timely collection.

Credit risk is monitored through formal procedures that are uniform throughout the Group and aim to ensure that sales are made to reliable and solvent customers, and that guarantee regular monitoring of expected collection flows and any recovery measures that may be needed. The solvency and maximum exposure allowed to customers is also defined with the help of companies that issue credit ratings, as well as by constant comparison with the sales department to evaluate the maximum credit that can be granted, as well as to minimise past due positions and undertake any recovery measures.  

Customer relationship management is entrusted to the General Managers of the individual Group companies that have incentive schemes directly linked to cash generation. On a monthly basis, Group companies monitor the collection status of receivables and communicate overdue amounts to the Parent Company, which carries out an overall consolidated analysis. If an objective condition of partial or total uncollectability is detected, the credit position is written down to adjust the nominal value to the estimated realisable value and an assessment is made whether legal recovery measures are necessary. The Antares Vision Group, in compliance with the provisions of IFRS 9, makes a provision for doubtful accounts by applying the expected credit loss (ECL) model based on a review of individual credit positions, taking into account past experience that is specific to the business and geographical area.

Liquidity Risk

Liquidity risk is the risk that the Antares Vision Group may be unable to obtain, or have difficulty in obtaining, the financial resources needed for normal operations under changing economic conditions.

The Antares Vision Group obtains its financial resources not only from the cash flows deriving from operations, but also by taking out bank loans. In particular, to pursue its strategy of multiple acquisitions aimed at diversifying the business, starting in September 2021, the Parent Company has completely refinanced its debt with an average duration of approximately 5 years, with a fixed average cost ( post-hedging ) of approximately 3.2%. For these loans, compliance with covenants is required and at 31 December 2024 they were met.

The Group carefully monitors liquidity needs through monthly forecasts for each Group company as part of the annual budget process and by drawing up a rolling forecast for the next three months, again for each company. The Group also has the ability to manage liquidity at Group level through cash pooling systems and intercompany loans.

As for the other companies of the Group, it should be noted that Antares Vision Asia Pacific can take advantage of a credit facility with a leading bank, guaranteed by the Parent Company, for up to Euro 500 thousand, currently used only to issue advance bonds in favour of customers.

Interest rate risk

Interest rate risk is the risk that changes in interest rates may occur with a consequent increase in financial charges on debt, which the Antares Vision Group uses through medium-long term financing contracts and property leases that are generally subject to floating interest rates.

The Group mitigates interest rate risk by taking out interest rate swaps (IRS), which are derivatives that can hedge the risk of interest rate fluctuations.

The following table shows the breakdown of current and non-current bank borrowings between the floating rate and fixed rate components at 31 December 2024 :

amounts in thousands of Euro	31/12/2024	%
Fixed rate loans	107	80%
Floating rate loans	27	20%
Total bank loans	135	100%
amounts in thousands of Euro	31/12/2023	%
Fixed rate loans	116	80%
Floating rate loans	30	20%
Total bank loans	145	100%

In detail, outstanding loans are provided under the following conditions:

Amounts in thousands of Euro – 2024 figures
Bank	Start date	Expiry date	Type	Rate	Residual capital to be repaid 31/12/2024
BNL	23-03-21	30-06-27	VARIABILE NO HEDGE	Euribor 6m + spread 1,5% No floor	800
BNL	23-03-21	30-06-27	FISSO	0,80%	4.217
BNL	30-09-21	30-09-28	VARIABILE HEDGE	Euribor 6m + spread 1,70% No floor	23.943
INTESA SAN PAOLO	30-09-21	30-09-28	VARIABILE HEDGE	Euribor 6m + spread 1,65% No floor	26.856
PRICOA	30-09-21	30-09-33	FISSO*	2,86%	39.653
CASSA DEPOSITI E PRESTITI	03-12-21	30-11-28	FISSO	1,50%	9.988
BCC DEL GARDA	28-01-22	31-12-29	VARIABILE NO HEDGE	Euribor 6m + spread 1,85% No floor	8.652
INTESA SAN PAOLO	23-03-23	30-09-28	VARIABILE NO HEDGE	Euribor 6m + spread 1,65% floor 3,3%	18.000
UNICREDIT	31-12-22	31-03-25	FISSO	1,86%	3
UNICREDIT	31-12-22	31-03-25	FISSO	2,66%	3

Amounts in thousands of Euro - 2023 figures
Bank	Start date	Expiry date	Type	Rate	Residual capital to be repaid 31/12/2023
BNL	25-03-21	30-06-27	VARIABILE NO HEDGED	Euribor 6m + spread 1,5 % no Floor	720
BNL	25-03-21	30-06-27	FISSO	0,80%	4.925
INTESA SAN PAOLO	30-09-21	30-09-28	VARIABILE HEDGED	Euribor 6m + spread 1,65 % no Floor	29.933
BNL	30-09-21	30-09-28	VARIABILE HEDGED	Euribor 6m + spread 1,70 % no Floor	27.600
PRICOA	30-09-21	30-09-33	FISSO	2,86%	40.000
CASSA DEPOSITI E PRESTITI	03-12-21	30-11-28	FISSO	1,50%	12.500
BCC DEL GARDA	28-01-22	31-12-29	VARIABILE NO HEDGED	Euribor 6m + spread 1,85 % no Floor	10.000
INTESA SAN PAOLO	23-03-23	30-09-28	VARIABILE NO HEDGED	Euribor 6m + spread 1,65 % floor 3,3 %	19.000
UNICREDIT	31-12-22	31-03-25	FISSO	1,86%	14
UNICREDIT	31-12-22	31-03-25	FISSO	2,66%	13

* The rate is considered fixed, even if step-up coupons are foreseen as the leverage reported in the previous period varies.

Antares Vision has carried out a sensitivity analysis based on a possible change in interest rates. Maintaining the other variables constant, the results are as follows:

Bank loans - amounts in thousands of Euro - analysis refers to 2024
Increase in basis points	Financial charges	Profit (loss) before taxes
+50 b.p.	-163	-163
-50 b.p.	163	163
+100 b.p.	-326	-326
-100 b.p.	326	326
Bank loans - amounts in thousands of Euro - analysis refers to 2023
Increase in basis points	Financial charges	Profit (loss) before taxes
+50 b.p.	-170	-170
-50 b.p.	170	170
+100 b.p.	-339	-339
-100 b.p.	339	339

For further details on medium-long term financial debt and related derivative financial instruments, please refer to notes 16 and 20 of the consolidated explanatory notes, as well as to the section on “Fair value measurement and Financial assets and liabilities, including derivatives” in the consolidated explanatory notes.

Foreign exchange risk

Exchange rate risk is the risk arising from fluctuations in exchange rates between different currencies.

The functional currency of the Antares Vision Group is the Euro; however, as the Group operates internationally, it is exposed to exchange rate risk both as a result of the conversion into Euro during consolidation and as a result of the value of trade and financial flows in currencies other than the reporting currencies of the individual Group companies.

The main exchange rates affecting the Antares Vision Group are:

• Euro/US Dollar: for commercial transactions by companies operating in the Euro Area on the American market and vice versa;

• Euro/Brazilian Real: for commercial and financial transactions by companies operating in the Euro Area on the Brazilian market and vice versa;

• Euro/Hong Kong Dollar: in relation to commercial and financial transactions carried out by companies operating in the Euro Area on the Asian market and vice versa;

• Euro/Indian Rupee: in relation to commercial and financial transactions carried out by companies operating in the Euro Area on the Indian market and vice versa.

The Group mitigates exchange rate risk by taking out derivatives that can hedge the risk of exchange rate fluctuations.

The Group also reduces the impact of exchange rate differences as Group companies incur costs for production activities, installation and assistance services, commercial and promotional costs and personnel costs in currencies other than the Euro (mainly in USD), which are naturally covered by sales made in local currency by the same companies; the Antares Vision Group also incurs a significant part of its costs in Euros, mainly relating to production and management of the corporate structure versus revenues that are expressed mainly in Euros.

Antares Vision has performed a sensitivity analysis at a reasonably possible variation of exchange rate euro/US$ equal to +/- 5% compared to the average exchange rates adopted in the financial statements. The following table reports the impacts of that sensitivity analysis on the difference between value and costs of production and on the EBT, for all companies that operate in North America:

Company	Difference between value and costs of production	Difference between value and costs of production	EBT	EBT
Total US companies	$ 6,303,464	$ -4,161,376	$ 14,060,816.38	$ -6,302,449.05
Variation + 5%	€ 809,502.32	€ -534,411.49	€ 1,805,715.57	€ -809,371.95
Variatiom - 5%	€ 108,145.48	€ -71,394.72	€ 241,234.62	€ 108,128.07

Tax risk

Tax risk is the risk of operating in violation of tax regulations or in conflict with the principles or purposes of the system; so it is not possible to exclude that the Group may be required to face liabilities resulting from tax disputes of various kinds. In this case the Group could be called upon to settle extraordinary liabilities, which would have both economic and financial effects.

The Group periodically monitors the risk associated with tax disputes in coordination with specifically appointed external professionals and any potential impacts are reflected in the Provisions for risks and charges. The amendment to IAS 12 has no impact on the consolidated financial statements as the Group is not affected by the OECD's Base Erosion and Profit Shifting (BEPS) Pillar Two Rules as revenue at 31 December 2024 is less than 750 million.

Legal risk

Legal risk is the risk of violating laws or regulations. The type of legal disputes to which the Antares Vision Group is exposed can be divided into two large groups: disputes of a commercial nature with customers involving differences of opinion over the nature or quantity of the goods and services supplied, interpretation of contractual clauses or supporting documentation, or other kinds of disputes. With reference to the first type of disputes, the risks are the subject of careful analysis with the support of external consultants and potential impacts are reflected in the provision for doubtful accounts. The other disputes refer to various types of requests that may be received by Group companies following an alleged violation of regulatory or contractual obligations; Potential impacts, if probable, are reflected in the provisions for risks and charges.

IT risk (Cyber Risk)

Cybersecurity risk arises from the violation, fraud and/or loss of information on a company's IT system as a result of accidental events or malicious actions. This risk includes, but is not limited to, malware, phishing, social engineering and man-in-the-middle attacks.

Antares Vision Group depends significantly on the ability of information systems to ensure the preservation of information, its usability and its fruition in terms of security and efficiency.

For this reason, Antares Vision Group is careful about continuous maintenance of its installed hardware, also updating the related software, as well as about the continuous backup of the data on computer systems and periodic verification of the robustness of the anti-intrusion and anti-virus systems currently in place. The Group has taken out a policy with a leading insurance company to cover any damages caused indirectly by any system crashes, the housing of the data centre in safe environments and/or blackouts.

Antares Vision Group has cybersecurity policies in place at its headquarters and most of its subsidiaries. Its extension to the other subsidiaries is underway both for the infrastructure and the user workstations in order to increase the level of control and reduce the points of vulnerability. Periodic awareness campaigns are carried out on all employees at the headquarters and will be extended to the entire Group in the coming months.

Antares Vision Group constantly monitors IT risk through:

• appropriate HW/SW configurations of both the infrastructure systems and the user workstations;

• devices dedicated to controlling, monitoring and filtering the company perimeter;

• 24/7 active surveillance and intervention (SOC) methods;

• periodic review and improvement of features updated to the latest standards;

• internal dedicated staff (IT security team), external support (security teams, ethical hackers services)

• constant alignment on threats from dedicated portals and official channels.

Despite the measures described so far, it cannot be excluded that Antares Vision Group could suffer interruptions and/or discontinuities in the performance of its operational activity due to malfunctions or actual blackouts of its own or third-party systems. It is also impossible to guarantee that the information systems of any companies and/or businesses that may be acquired are able, at the time of acquisition, to satisfy the Group's minimum requirements in terms of reliability and security.

Environmental risk and the risk of climate change

The Antares Vision Group's business involves production processes with a low impact on the territory in terms of consumption of natural resources, production of industrial waste and the emission of polluting substances. In certain cases of exceptional climatic events, or in the presence of serious breakdowns or malfunctioning in the plants, the Antares Vision Group's industrial production could cause damage to third parties, accidents and/or environmental damage, in addition to a slowdown in activities, exposing the Group to obligations involving compensation and/or reclamation, as well as to liability, possibly even of a criminal nature. The Antares Vision Group strives to prevent this type of risk by adopting measures deemed adequate by its management and in line with industry practices.

With reference to the risks and consequences of climate change, as a further commitment by the Group to achieving, maintaining and sharing concrete and transparent sustainability objectives, starting from 31 December 2021 Antares Vision Group prepares its own consolidated non-financial statement, subject to audit by the auditing firm, pursuant to Legislative Decree 254/2016 and replaced from the 2024 financial year by the Sustainability Report, also subject to audit by the auditing firm and an integral part of this Report on Operations, pursuant to the "Corporate Sustainability Reporting Directive - CSRD" (Directive no. 2464/2022), which officially came into force on 5 January 2023, and implemented by Legislative Decree no. 125/2024. For further details, please refer to the ESG Disclosure at 31 December 2024 in the paragraph “Sustainability Report pursuant to Legislative Decree 125/2024”. For further details please refer to the information on the environment and personnel in relation.

Furthermore, starting from 2024, as already described in the section on “Significant events of the year - Strengthening of management and the First Stock Grant Plan and Revocation and new authorisation to purchase and dispose of own shares and the Second Stock Grant Plan”, specific annual ESG targets have been assigned to the Group's management and executive directors, in addition to having provided that in the DG Plan and Stock Plan the non-financial component of the LTI for each participant, in the case of ESG targets, originates from the so-called ESG Scorecard, or from the totality of the ESG sub-targets identified for each of the three areas (Environment - Social - Governance). For further details, please refer to the ESG Disclosure at 31 December 2024 in the paragraph “Sustainability Report pursuant to Legislative Decree 125/2024” and in the section on Sustainability and activities aimed at mitigating climate change in the Directors' Report.

Risk related to the health and safety of workers in the workplace

Occupational health and safety risks include all those environmental factors and conditions that could compromise the physical and mental health of employees, as well as their safety while carrying out work activities (e.g. exposure to dangerous chemicals, malfunctioning equipment, workplace accidents, occupational stress). Managing these risks is essential to ensure a safe working environment and protect the well-being of employees. For further details, please refer to the ESG Disclosure at 31 December 2024 in the paragraph “Sustainability disclosure pursuant to Legislative Decree 125/2024”.

Risk of poor product quality and related liability

Antares Vision Group products must comply with the laws and regulations of the countries where they are marketed. If the products do not comply with the provisions of the various applicable regulations, the return of such products may be legitimate, with an increase in costs and possible damage to the image of the Group's companies, which could also negatively influence their ESG performance.

The quality and responsibility of Antares Vision Group products is also linked to the presence of resources with specific and qualified professional skills. The difficulty in attracting, developing and retaining adequate key skills and professionalism could cause production slowdowns, reduced innovation and product quality.

For further details, please refer to the ESG Disclosure at 31 December 2024 in the paragraph “Sustainability disclosure pursuant to Legislative Decree 125/2024”.

Risk involved in the inspection pursuant to article 115, paragraph 1, letter c) - Legislative Decree no. 58 of 24 February 1998

On 5 March 2024, Consob, the National Commission for Companies and the Stock Exchange, began an inspection under article 115, paragraph 1, letter c) of Legislative Decree no. 58 of 24 February 1998, regarding:

• the financial situation of the Antares Vision Group;

• the items "Goodwill", "Other intangible assets", "Trade receivables" and "Revenue" recorded in the consolidated financial statements at 31 December 2022 and 30 June 2023;

• the state of implementation of the measures to adapt the organisational structure, the internal control system and the administrative-accounting system, with reference to the improvements recommended in the report of the Board of Statutory Auditors on the 2022 financial statements;

• the stage of completion of the review of the budgeting process, with particular reference to what is stated in the 2022 Sustainability Report regarding the integration of this process with ESG issues.

The inspection was concluded on 29 January 2025. Management is still waiting for the outcome of the inspection. To date, the Company is not aware of and cannot foresee any risks involved in the outcomes of this inspection .

Research and development

During 2024, the Antares Vision Group continued its research and development activity and the related costs incurred were mostly charged to the income statement. In addition to the investments made in previous years, in 2024:

• development costs of Euro 3,918,922 were capitalised, once the expected future benefits had been verified and the cost had been reliably determined. These costs relate to Antares Vision (Euro 1,422,775), FT System (Euro 123,879), Rfxl (Euro 2,349,311); Applied Vision (Euro 22,957)

• amortisation and depreciation for the year amounted to Euro 8,139,575, and a positive exchange rate effect amounted to Euro 345,573;

• Development costs previously recorded in Intangible assets in process relating to development projects of Applied Vision that were interrupted, have been written down for Euro 116,878;

• development costs of Euro 3,981,407 were recorded in "Fixed assets in course of formation and advances" as they relate to projects not yet completed at the end of the period, which have not yet begun to be amortised. These costs relate to Antares Vision S.p.A. (Euro 2,695,755), FT System and subsidiaries (Euro 719,527), Applied Vision (Euro 566,125).

Below there is a description of the most important projects, divided by company. Management believes that these projects will have a successful outcome in terms of turnover and cost savings that will have a positive impact on the results of the Antares Vision Group.

Antares Vision S.p.A. (LIFE SCIENCES)

The Parent Company is concentrating on the following projects:

• Agritech Project with which the Antares Vision Group intends to evolve and extend its Inspection, Track & Trace and Big Data Analytics technologies to create an ecosystem of products and services for the agro-food market and build a platform capable of guaranteeing traceability, quality and safety of the entire supply chain. The top quality segments of the food market are highly interested in being able to use such a platform to address growing consumer awareness of the issues of food quality and sustainability. The platform in the works is consistent with the circular economy models that are currently being debated, to maintain high standards of living while fully respecting the environment. The Company capitalised development costs relating to the project during the year;

• NEXT GENERATION L2 – L3 – DIAMIND LINE, SMART CLEARANCE AND DIAMIND FACTORY , a project that responds to management's requests for 'Sharing' and 'Standardisation' of technologies and solutions. The goal is to become the common development platform for level 2 and 3 systems for all product units, avoiding multiple parallel developments of the same functionality on different platforms. The use of a common platform as a basis for product development also promotes the reuse of functional modules, facilitating integration with other products of the Group, and simplifies the sharing of know-how. The Company capitalised development costs relating to the project during the year;

• DCP – Digital Care Platform , which aims to develop a model of connected healthcare, centred on the patient, through the creation of a single and integrated platform capable of collecting data not only on patient care, but also on their lifestyle, behaviour and therapeutic adherence. The platform will be configured as a Virtual Care Solution which, with the help of artificial intelligence, will allow health and welfare organizations to provide high-quality and cost-effective care services on a remote basis. The Company capitalised development costs relating to the project during the year;

• FORD PROJECT : which involves the standardisation and optimisation of the Life Sciences inspection machines built at the Parma site and the harmonisation and integration of those built in Vicenza according to a modular architecture that is able to cover all of the customer's needs, reducing delivery time and optimising costs. Thanks to the FORD project, stock management will be more effective, with better management of spare parts, zero commissioning times and consequently an efficient and rapid response to customer requests. The Company capitalised development costs relating to the project during the year;

• HARMONISATION OF INSPECTION SYSTEM PRODUCTS , with the aim of developing a single multipurpose product with all the features of current products, basing the software architecture on the platform common to the various Product Units. The Company capitalised development costs relating to the project during the year;

• BFC EVOLUTION, project that aims to achieve a major upgrade of the historic Blister Filling Control (BFC) product, bringing it to a level that amply exceeds current market standards. The new BFC will be based on the common engine and interface architecture in order to achieve continuous technological upgrade. At present, 3 product branches are under development, which will converge into a single one at the end of the project. The technological advantage that this has achieved will benefit existing customers and allow us to acquire new ones. The Company capitalised development costs relating to the project during the year;

• GUTENBERG – INSPECTION SYSTEM , a project that aims to redefine the product portfolio of the Inspection Systems Product Unit, first of all by reducing the number of software applications dedicated to tracking and printing control, making the software more reliable and freeing up resources for the development of new products. The Company capitalised development costs relating to the project during the year;

• NEXT GENERATION – COMMON PLATFORM , a project that includes the development of “generic” and “common” functions and components for all vision systems. These elements are divided into:

o COMMON ENGINE , which manages image acquisition, the infrastructure required for processing, the exchange of data and results to and from the machine and of data to and from the Graphical User Interface (GUI);

o COMMON GUI : components and graphic pages that allow the user to interact with the vision system. The Common GUI is divided into two distinct strands, Flat GUI (desktop technology) and Web GUI (web technology common to the DIAMIND solution). The Company capitalised development costs relating to the project during the year.

• STANDARDISATION OF T&T SOLUTIONS

o CREATING AN OFFER CONFIGURATOR for the Sales Force, which will be able to count on a tool to verify the pre-validated configurations and offer valid support when making an offer;

o ACCELERATION PROJECT (18 PRE-CONFIGURED MACHINE MODELS) , with the aim of reducing the delivery times of T&T machines. After an analysis of all project management phases, process inefficiencies were identified and processes were redefined to make them faster and more efficient, with a significant reduction in delivery times for all solutions coming out of the offer configurator for machines ordered from May 2024 onwards. 18 pre-configured models have also been identified which guarantee a further reduction in delivery times when sold in the proposed configurations. The Company capitalised development costs relating to the project during the year.

FT System (FOOD & BEVERAGE)

The Parent Company has combined its projects with those of FT System, the most recent of which are the first results of the synergies created following FT System's inclusion in the Group. The following is a brief description of the most representative projects.

• HMI Control System , a project that plans to create common electronic control systems and inter-company user interfaces with an architecture aimed at Industry 4.0, therefore aimed at sending information for the purpose of data collection and analysis. This development will make it possible to obtain data from all of the machine's sensors/cameras in order to process them. The orientation towards Industry 4.0, which we want to provide with this project, will not only allow an improvement in the production process of the client company, but will also permit the development of work methods within FT System; in fact, the company aims to improve future processes by collecting and processing the data provided by this system, evaluating the most frequent defects or types of logics most used by the customer. Furthermore, through the development of an interface that permits easy interpretation of the data collected, the company can operate directly on a remote basis, offering its customers a distance assistance service to resolve any problems that may have been encountered; The subsidiary capitalised development costs relating to the project during the year;

• NEXTGEN HMI + CONTROL SYSTEM , a project that responds to management's requests for 'Sharing' and 'Standardisation' of technologies and solutions. The goal is to become the common development platform for level 2 and 3 systems for the Product Units of the FMCG Business Area, avoiding multiple parallel developments of the same functionality on different platforms. The use of a common platform as a basis for product development also promotes the reuse of functional modules, facilitating integration with other products of the Group, and simplifies the sharing of know-how between the various Business Areas; The subsidiary capitalised development costs relating to the project during the year;

• IE 4000 PLUS , a project that will make it possible to launch a new machine, which will be able to effectively inspect the emboss (relief) stamped on transparent bottles with clear liquid, also thanks to the use of a new algorithm and software based on artificial intelligence. This new model will also have a switchboard integrated into the body of the machine, which will reduce the space taken up on the customer's bottling line, as well as making the company's production process more efficient. The subsidiary capitalised development costs relating to the project during the year;

• MICROWAVE IMAGING , a project that involves the development of a foreign body detection system based on the dielectric characteristics of objects inside packaged products (not their density). The system will be able to return a three-dimensional image of the container and a reconstruction of the shape and position of the foreign object inside the product, at speeds compatible with the actual needs of production lines. The system can detect plastic or glass contaminants that cannot be detected by X-ray and metal detector systems. The subsidiary capitalised development costs relating to the project during the year;

• EBI , a project that aims to create an inspection system for empty containers that allows for better performance in terms of defect identification precision, ease of use and production speed. One of the main innovations is the transition from the smart-camera system to a system that uses a PC for processing, offering greater power and the ability to combine multiple inspections, as well as the possibility of increasing the quantity of defects detected and integrating artificial intelligence for the detection of such defects, thereby improving the performance of the system. This project will make it possible to have an empty container inspection technology that is transversal to all Product Units of the FMCG Business Area. The subsidiary capitalised development costs relating to the project during the year;

• OCR , a project that involves the creation of a Neural OCR system for reading OCR codes via AI tools. The project will allow the creation of an Neural Optical Character Recognition (OCR) system based on artificial intelligence for verification of the codes required by law (expiry date, batch code, etc.) and, with regard to the inspection of the codes, it will be able to scan and assess pressed or debossed texts, thereby extending the functionality of the system. The subsidiary capitalised development costs relating to the project during the year;

• COMMON ENGINE , a project that involves the development of a common vision engine for the Group. In particular, the Common Engine manages image acquisition, the infrastructure required for processing, the exchange of data and results to and from the machine and of data to and from the GUI. The subsidiary capitalised development costs relating to the project during the year;

• FT VISION ENGINE , a project that involves the development of a vision software that allows migration towards a multi-process architecture, independent of the software used by smart cameras on the market. This project will improve the efficiency and performance of vision technology and the implementation of a multi-application process, also thanks to the development of detection algorithms based on Deep Learning. The subsidiary capitalised development costs relating to the project during the year;

Applied Vision (RIGID CONTAINERS)

Applied Vision is concentrating on the following projects:

• ORION G6 XL , a project that aims to evolve the current Orion G6, which can inspect up to 99 mm. Considering the growing demand for inspection solutions for 2- and 3-piece cans up to 153 mm, options for which the market has a limited offer (though even where it exists, it tends not to be very well developed), the project aims to take advantage of the opportunity to establish the company as a reliable and punctual supplier for all can sizes. The Electrical, Mechanical, Imaging Sciences and Software teams are currently working on this project. The project will make it possible to expand the portfolio and to read bar codes, with the future goal of integrating solutions for inspection up to 189 mm. The subsidiary capitalised development costs relating to the project during the year;

• AEROSOL NECKER INSPECTION , with the development of an inspection unit for the neck and under-bead part of cans, with a focus on the maintainability of the solution and a simple and intuitive user interface. The Electrical, Mechanical, Imaging Sciences and Software teams are currently working on this project. The aim is to further strengthen Applied Vision's positioning as a one-stop shop for the inspection of one-piece cans, with the added competitive advantage of being able to provide print inspection. The subsidiary capitalised development costs relating to the project during the year;

• MULTI GOB , project to develop a solution for cases where the machine is called upon to produce various types of articles simultaneously. Multi Gob is a valid support in reducing frequent changes in glass production plants, reducing production downtime - and consequently economic losses - to a minimum. This is a glass inspection feature designed for Volcano Software with the aim of differentiating, sorting and inspecting multiple bottles with a difference in diameter and height of minimum 3mm. The Imaging Sciences and Software teams worked on this project. The subsidiary capitalised development costs relating to the project during the year;

• PLATE FILE , a project to improve the Orion G6 and DecoMatch systems with the development of a new tool for comparing images acquired, rectified and discarded by the cameras. This eliminates the need to train solutions on a predetermined number of cans in order to obtain an average “ideal” image to serve as a point of reference. This reduces waste and minimises the time the operator spends setting up the system between production changeovers. The Imaging Sciences and Software teams worked on this project. The system allows the customer to upload a file to be used as a standard, against which all cans of the cans being inspected are compared, eliminating 4-8 hours of machine downtime and the waste of hundreds of training cans. The subsidiary capitalised development costs relating to the project during the year;

• VECTOR VIEW , a project that involves a review of the current Cyclops system using Genius Systems, with the aim of creating a compact solution to inspect the extremities of beverage containers. The size of the inspection head is critical, as it minimises the space requirements, allowing the customer to increase inspection capacity without tying up excessive volume in the line. The Electrical, Mechanical and Applications teams took part in this project. The subsidiary capitalised development costs relating to the project during the year;

• DECOMATCH CLOSED LOOP is an automatic ink control system, which has replaced manual adjustments. The development of DecoMatch has added functionality to perform standardised evaluations of individual ink colours on a can and provide precise colour feedback to the automatic ink system. In this way, the operator's subjectivity is eliminated and the time required to perform an evaluation-adjustment-reassessment cycle is drastically reduced. The subsidiary did not capitalise any development costs relating to the project during the year;

• WALL THICKNESS , a project born from the fact that Volcano Check, a solution that has achieved great success on the market, is not able to measure the thickness of the walls, a critical parameter for which the market requires inspection solutions. The project then sees the development for Volcano Check of a new module for measuring the thickness of the glass around the circumference of bottles and to give a go/stop message depending on the pass/fail criteria. The Electrical, Software and Imaging Sciences teams are currently working on this project. The subsidiary capitalised development costs relating to the project during the year .

Rfxcel (SUPPLY CHAIN TRANSPARENCY)

Rfxcel's end-to-end traceability-focused development projects provide comprehensive visibility into every cornerstone of the supply chain, from the initial manufacturer, to importers, wholesalers and distributors, to to pharmacies, clinics and hospitals, down to individual patients. These are:

• RTS - Rfxcel Traceability System , a system initially developed for pharmaceutical applications, now being adapted for new sectors, such as food & beverage and the consumer goods market, which are very much interested in guaranteeing complete visibility of their products' supply chain. The advantages are innumerable: tracing the origin and authenticity of the products, guaranteeing their safety and allowing efficient management of stocks or recalls. The development activity saw the creation of new modules and functions aimed at increasing sales volume, ensuring the retention of existing customers and the acquisition of new ones, as well as a reduction in costs. The subsidiary capitalised development costs relating to the project during the year;

• Accurate Immunization Management System-Luprolink , an inventory management system intended for the Life Sciences sector for the automatic management of stocks and administration of Lupron (leuprolide acetate in the Abbvie formulation). The system includes several components that can be combined to activate the necessary functionality on a customised basis. The system manages the data acquisition and inventory management phases (with the possibility of adding new supplies to the stock, transferring and removing any damaged kits); recording patient administration data (can be integrated with EHR); management and tracking of order history and automatic reordering; analytics with the history of all activities; inventory audits, reconciliation and cancellations;

• RFXCHANGE AND VRS , with the implementation of the new EPCIS 1.2 standard requirements and the validation and notification of data exchange with external systems; integration with the new DIAMIND Sentry product has also been developed. DCSA's VRS 1.3 standard has been successfully implemented and included in the latest software release;

• RIM : During the year, the necessary compliance modules were developed and implemented in production to meet the varying needs of the market. These new modules are required for RTS and RFXCHANGE to function properly .

Regulations

Below are the most important updates regarding legislative regulations which will presumably favour the adoption and therefore the penetration of the solutions offered by the Antares Vision Group among existing and new customers.

Pharmaceuticals/Life Sciences

ITALY AND GREECE

Implementation of the European Directive 2011/62/EU FMD (Falsified Medicine Directive) has been extended by six years for Italy and Greece and will therefore come into force in Italy on 9 February 2025. The Directive provides for the elimination of the drug tracking system based on the Pharmaceutical Label in favour of the GS1 2D Datamatrix system, containing the product code, unique serial number, batch number and expiry date. The aim of the Directive is to codify the mandatory data of each package of medicines put on the market and to send such data to the national verification platforms which, together with the European Hub, constitute the European system for the verification of medicines. The Directive also requires the provision of tamper-proof packaging, or an anti-tampering device, with packaging technologies that ensure the integrity of the packages along the entire supply chain, to protect the end patient.

USA

In November 2024, the Drug Supply Chain Security Act (DSCSA) went into effect, a 10-year plan to transform the pharmaceutical supply chain in the United States by building an interoperable electronic system to identify and track certain prescription drugs as they are distributed in the United States. This will improve the FDA's ability to protect consumers from drugs that may be counterfeit, stolen, contaminated, or otherwise harmful, and will enable the detection and removal of potentially dangerous drugs from the supply chain to protect U.S. consumers.

The legislation is aimed at manufacturers, wholesalers, distributors, repackagers and logistics workers.

Jordan

30 June 2025 is the deadline set by the Jordan Food and Drug Association for the implementation of GS1 DataMatrix and serialisation on secondary packaging of regulated pharmaceutical products. The required data are GTIN, serial number, lot/batch number, expiration date;

Kuwait

Starting in 2024, all pharmaceutical products marketed, imported or produced locally in Kuwait must have the GS1 DataMatrix containing GTIN, expiry date, lot/batch number, serial number.

Ethiopia

Starting in February 2024, the obligation of serialisation for reimbursable drugs came into force.

Kyrgyzstan

Serialisation and aggregation is to be implemented for all types of pharmaceutical products from 1 March 2024.

Kazakhstan

From 1 July 2024, traceability obligations come into force for pharmaceutical products produced locally or imported into the country. The application of a 2D DataMatrix containing GTIN, serial number, cryptographic key and cryptographic code is foreseen on the secondary packaging, while the batch number and expiry date are optional. In this case, the use of stickers to fulfil serialisation obligations is permitted. First level aggregation is also mandatory.

Azerbaijan

From 1 June 2024, the serialisation obligation comes into force for a first group of drugs (psychotropic drugs and potent medicines) with the application on the secondary packaging of a GS1 2D DataMatrix containing GTIN, batch number, serial number and expiry date. At the moment the measure involves all national producers, wholesalers, pharmacies and healthcare facilities.

Beverage

EU

With Directive 2019/904, from 3 July 2024 the production obligation of so-called tethered caps will come into force, i.e. caps that must remain attached to all beverage containers with a capacity of up to three litres.

Deposit Return Systems (DRS) play a key role under Furthermore, the provisions of the Packaging and Packaging Waste Regulation (PPWR), on which the Council of the European Union and the European Parliament have reached a preliminary agreement. By the end of 2029, EU Member States will have to ensure the separate collection of at least 90% of single-use plastic bottles and metal beverage containers per year. To this end, Deposit Refund Systems (DRS) should be established for such packaging.

Packaging

EU

The European Commission has defined the rules for extended producer responsibility (EPR) systems for the textile industry. In general, EPR applies to all levels of packaging for recycling. The OECD defines the (EPR) as an environmental policy approach in which a producer's responsibility is extended to the post-consumer phase of a product's life cycle. EPR integrates signals relating to the environmental characteristics of products and production processes along the entire production chain.

Medical Devices – Identification System

EU

The unique device identification system (UDI system) foreseen in Regulation (EU) 2017/745 on medical devices and by Regulation (EU) 2017/746 on in vitro diagnostic medical devices () allows identification and facilitates device traceability. The system assigns a basic UDI-DI which identifies a group of devices and represents the main key information of the Eudamed database, as well as the relevant documentation (e.g. certificates and the declaration of conformity); (ii) it produces a UDI consisting of a UDI device identifier (UDI-DI) and a production UDI identifier (UDI-PI”); (iii) it affixes the UDI carrier on the device label and on all external levels of packaging; (iv) it records and maintains the UDI. The UDI system applies to all devices other than custom-made devices and those under clinical investigation or a performance study.

The European Parliament has established a transition period, extended in March 2023 as follows: legacy class III or IIb implantable devices may be placed on the market or put into service until 31 December 2027; legacy non-implantable class IIb, class IIa or class I sterile or measuring devices may be placed on the market or put into service until 31 December 2028; Class IIII custom-made implantable devices may be placed on the market or put into service until 26 May 2026.

Food

EU

In December 2023, the European Parliament adopted a proposal to update the rules on the composition, naming, labelling and presentation of certain "breakfast" products.

In the text that has been adopted, EMPs are proposing that the country where the honey was harvested should be mentioned on the label. For fruit juices, jams, jellies, marmalades and sweetened chestnut purées, the country of origin of the fruit must also be indicated on the front label. If the honey or fruit used comes from multiple countries, all countries of origin must be indicated on the label in decreasing order based on the proportion they represent in the end-product.

To limit fraud, a traceability system will be established along the honey supply chain, which will allow the origin of the product to be traced.

The proposal also aims to introduce the 'contains only natural sugars' label for fruit juices, where those whose naturally occurring sugars have been removed can be labelled as 'reduced sugar fruit juice'.

Product Sustainability (Ecodesign for Sustainable Products Regulation e Digital Product Passport)

In 2015, the European Commission adopted its first action plan for the circular economy - one of the main building blocks of the European Green Deal, which over the years has been enriched with regulations for each production sector. The EU has recently added to these measures the Ecodesign for Sustainable Products Regulation (ESPR), which expands the range of goods included in the previous directive (Eco Design 2009/125). It will come into force in 2024. The objective is to establish new rules on the sustainable production of products on the European market (excluding food, medicines, feed) by increasing the characteristics of durability, reusability, repairability, recyclability and energy efficiency.

The ESPR approach involves an obligation to respect the eco-design requirements on all those who design consumer goods, to study products with characteristics that do not limit their lifespan, to make spare parts available for an adequate period and make available software updates for electronic products. Furthermore, each object must be designed so as to be easy to repair, also making repair guidelines available.

Lastly, to further encourage the circular economy, the Digital Product Passport (DPP) will officially come into force for consumer products, which will help guarantee easy access to the composition and disposal sheet of the object once it has reached the end of its useful life. The DPP will be mandatory from 2027 in certain key sectors .

Other information

Own shares and shares in Parent Companies

As already explained in the section on “Significant events during the year - Revocation and new authorisation to purchase and dispose of treasury shares and the Second Stock Grant Plan” to which reference is made for further details, the Shareholders' Meeting of Antares Vision S.p.A. of 10 July 2024 renewed the authorisation to purchase and dispose of its own shares for a period of 18 months starting from the date of the resolution, after revoking the previous authorisation granted by the Shareholders' Meeting of 28 April 2023. The purpose of the buyback plan is to use any treasury shares that may be bought:

• as an efficient way to invest any excess liquidity generated by the core business;

• in support of the Stock Options and Stock Grants plans in whatever form they are structured, or to make bonus issues to shareholders or fulfil obligations deriving from warrants, convertible financial instruments that involve mandatory conversion or which are exchangeable for shares (based on existing transactions or transactions still to be resolved or implemented;

• in operations connected with the core business or of projects consistent with the strategic lines that the Antares Vision Group intends to pursue, which could be suitable for share exchanges in order to integrate operations with potential strategic partners;

• in intervening, in compliance with current regulations, also through intermediaries, to limit anomalous movements in prices and to regularise the trend in trading and prices at times of momentary distortions caused by excessive volatility or insufficient liquidity.

The main features of the plan are the following:

• purchases can be made on one or more occasions within 18 months from the date of the resolution, up to a maximum amount of treasury shares which, taking into account the shares held from time to time by the Parent Company and its subsidiaries, is not more than 2% of the Parent Company's share capital and, in any case, in compliance with the legal limits 2 , at a unit price not lower than a minimum of 10% and no higher than a maximum of 10% with respect to the reference price that the security posted on the trading day prior to each individual transaction;

• purchases can be made on regulated markets according to operating methods established in the organisation and management regulations of the markets and agreed with Borsa Italiana S.p.A., which in any case allow respect for equal treatment of shareholders, as well as in compliance with any other applicable legislation, or in different ways, where permitted by art. 132, paragraph 3, of the aforementioned Legislative Decree 58 of 24 February 1998, or by other legal or regulatory provisions applicable from time to time at the time of the transaction, in any of the following ways: (i) public purchase or exchange offer, pursuant to art. 144-bis, paragraph 1a), of Consob Regulation 11971/1999 ibidem, following a resolution of the Board of Directors in compliance with current legislation; (ii) purchases carried out in ways that do not allow the direct matching of purchase proposals with certain sales proposals, in compliance with the provisions of Article 132 of the TUF and Article 144-bis, paragraph 1, letter b), of the Issuers' Regulation, or (iii) with any other method envisaged by the law, as assessed from time to time in relation to the best implementation of the shareholders' delegation in this sense;

• purchases, even in several tranches, must be made within the limits of the distributable profits and/or available reserves resulting from the latest financial statements approved by the Parent Company at the time of the transaction, establishing a reserve for treasury shares and, in any case, proceeding with the necessary accounting entries in the manner and within the limits of the law;

• only fully paid-up shares may be purchased;

• the administrative body, pursuant to art. 2357-ter of the Italian Civil Code, may dispose at any time, in whole or in part, on one or more occasions, even before having exhausted the purchases, of the treasury shares purchased on the basis of this resolution or in any case in the portfolio of the Parent Company, through their alienation on the market, in blocks or otherwise outside the market, accelerated book building, or the transfer of any real and/or personal rights relating to them (including, but not limited to, securities lending), with the power to establish, in compliance with the provisions of law and regulations 3 the terms, methods and conditions of the deed of disposal of treasury shares deemed most appropriate in the interest of Antares Vision Group. It is understood that such transactions may take place at the price or value or, in any case, according to criteria and conditions, which will result congruous and in line with the transaction, also taking into account the trend of the market and share prices and/or the development prospects of the issuer or the economic convenience of completing the transaction in relation to the market scenario or the transaction (including integration) to be carried out having regard to the actual implementation methods used.

Lastly, the Shareholders' Meeting explicitly clarified that, in application of the so-called "whitewash" referred to in art. 44-bis, paragraph 2, Consob Regulation 11971/1999, the treasury shares purchased in execution of the authorisation resolution will not be excluded from the ordinary share capital (i.e. they will be included in it) if, as a result of the purchase of treasury shares, it is determined that a shareholder exceeds the thresholds for the purposes of art. 106 of the Consolidated Law on Finance.

At 31 December 2024, Antares Vision S.p.A. holds 33,916 treasury shares, equal to 0.05% of the share capital for a total value of Euro 342,272.

Parent Company shares held by management and control bodies and by key management personnel

The document outlines compensation plans based on financial instruments granted to members of the board of directors, the chief executive officers, and other senior managers with strategic responsibilities of the issuer (disclosure pursuant to art. 84-bis of the Consob resolution. 11971 of 14 May 1999). For further details, please refer to the section on “Significant events during the year - Strengthening of management and the First Stock Grant Plan and Revocation and new authorisation to purchase and dispose of treasury shares and the Second Stock Grant Plan”.

Please note that the members of the Board of Statutory Auditors do not hold any shares in Antares Vision S.p.A. and/or its subsidiaries.

Information on derivatives

To mitigate interest rate and exchange rate risk, Antares Vision Group has taken out derivatives (disclosure pursuant to art. 2428, paragraph 3, number 6-bis). For further details, please refer to the section on “Fair value measurement and Financial assets and liabilities, including derivatives” in the consolidated notes.

Dealings with subsidiaries, associates, parent companies and companies subject to the control of the latter

Pursuant to art. 2428, paragraph 3, number 6-bis, for dealings with subsidiaries, associates, parent companies and companies subject to the control of the latter, please refer to the section on “Related-Party Transactions” of the consolidated notes.

Corporate Governance

For further details, please refer to the ESG Disclosure at 31 December 2024 in the paragraph “Sustainability Report pursuant to Legislative Decree 125/2024” .

Personnel

At 31 December 2024, the Antares Vision Group had 1146 employees, which compares with 1401 at 31 December 2023 (-5.6% on a like-for-like basis). This trend is shown in the following table which reports the number of employees for each company, with a separate indication of the entities that left the scope of consolidation during the period and excluding those with no employees.

Company	Total at 31/12/2024		Total at 31/12/2023
Antares Vision SpA	392		510
Imago Technologies Gmbh	25		27
Antares Vision do Brasil Itda	56		63
T2 SOFTWARE (****)	0		7
Antares Vision North America	51		51
Antares Vision France	21		25
Antares Vision Ireland	2		2
Antares Vision Russia (***)	0		62
FT System	174		144
FT Hexagone	5		7
FT System North America LLC	20		21
Antares Vision Asia Pacific Ltd	4		9
Antares Vision GMBH	6		7
Tradeticity	4		4
Tradeticity Services	23		23
Applied Vision	56		67
rfXcel Corporation	34		57
rfXcel LTD	3		4
rfXcel LLC	0		5
Pen-tec (**)	0		10
AVElectronics	11		12
Antares Vision India	34		45
Markirovska As a Service (***)			9
Acsis	30		32
Packital srl (*)	0		20
Wavision	2		1
Antares Vision (Thailand)	8		7
Antares Vision Korea Limited	1		3
Smart Point Technologies Private Limited	162		154
Shenzhen Andaruixin Technology Co., Ltd	6		13
AVI Excellence Private	16
TOTALE	1.146		1.401
(*) Packital has been merged on 1 st of May of 2024
(**) Pentec has been merged on 13 th of November of 2024
(***) Antares Vision Russia and Markirovska as a Service have been deconsolidated on 1 st of January of 2024
(****) T2 Software has been sold on 18 th of April of 2024

Antares Vision Group also pays considerable attention to the observance of laws and regulations on the protection of safety in the workplace and advance assessment of all possible sources of risk for workers’ health.

In order to ensure the greatest possible transparency and fairness in its actions, it has decided to summarise the lines of conduct and shared values in the Model 231, which is available for consultation by employees.

The Parent Company has ISO 45001:2018 Certification, which attests compliance with the requirements for safety and health at work management systems by all its divisions and production activities. Furthermore, following the entry into force of Legislative Decree 81/2008 that superseded Legislative Decree 626/94, external consultants have been hired to carry out the surveys required by law, also by carrying out periodic analyses of the workplaces and instrumental measurements, whose results confirm full compliance with the legal standards.

The Parent Company also entered into an agreement with its employees which provides for remote working for a maximum of 2 days per week (8 days per month) in accordance with art. 18 et seq. of Law 81/2017, putting the emphasis on organisational flexibility and helping employees to maintain a balance between life and work, while at the same time favouring an increase in productivity.

The corporate welfare project is continuing, with a dedicated platform, which includes initiatives to promote the well-being and quality of life of employees and their families.

For further details, please refer to the ESG Disclosure at 31 December 2024 in the paragraph “Sustainability Report pursuant to Legislative Decree 125/2024”.

Antares Vision Group also pays considerable attention to the observance of laws and regulations on the protection of safety in the workplace and advance assessment of all possible sources of risk for workers’ health.

In order to ensure the greatest possible transparency and fairness in its actions, Antares Vision Group summarises the lines of conduct and shared values in the Model 231, which is available for consultation by employees.

The Parent Company has ISO 45001:2018 Certification, which attests compliance with the requirements for safety and health at work management systems by all its divisions and production activities. Furthermore, following the entry into force of Legislative Decree 81/2008 that superseded Legislative Decree 626/94, external consultants have been hired to carry out the surveys required by law, also by carrying out periodic analyses of the workplaces and instrumental measurements, whose results confirm full compliance with the legal standards.

The Parent Company also entered into an agreement with its employees which provides for remote working for a maximum of 2 days per week (8 days per month) in accordance with art. 18 et seq. of Law 81/2017, putting the emphasis on organisational flexibility and helping employees to maintain a balance between life and work, while at the same time favouring an increase in productivity.

The corporate welfare project is continuing, with a dedicated platform, which includes initiatives to promote the well-being and quality of life of employees and their families.

Please refer to the ESG Disclosure at 31 December 2024 in the paragraph “Sustainability Report pursuant to Legislative Decree 125/2024”.

Information concerning the environment and personnel

The Antares Vision Group is a natural enabler of a sustainable transition and a circular economy. In line with its mission, it contributes through technology to guaranteeing end-to-end transparency of information, promoting the safety of people and of every product consumed, the traceability and typicality of the supply chains, the reduction of environmental impact and the development of marginal areas.

As already mentioned, in confirmation of the commitment to achieve, maintain and share concrete and transparent sustainability objectives, since 31 December 2021 the Antares Vision Group prepares a Consolidated Non-Financial Report, subject to review by an independent auditing firm, pursuant to Legislative Decree 254/2016, and replaced from 2024 by the Sustainability Report, again subject to review by the auditing firm and an integral part of this Directors' Report, pursuant to the "Corporate Sustainability Reporting Directive - CSRD" (Directive no. 2464/2022), which officially came into force on 5 January 2023, and implemented by Legislative Decree 125/2024. For further details, please refer to the ESG Disclosure at 31 December 2024 in the paragraph “Sustainability Report pursuant to Legislative Decree 125/2024”.

Sustainability and actions aimed at mitigating climate change

The issues of climate change and its impacts are a priority in all economic, political and social areas, as well as a necessary driver in business and investment decisions.

Consequently, the market needs new metrics, new performance indicators and transparent information with respect to the economic-financial repercussions of the risks involved in climate change. In this sense, climatic impact becomes an integral element of annual reports oriented towards comprehensive corporate reporting, i.e. a convergence between financial and non-financial information.

The European Securities and Markets Authority (ESMA) has observed that it is essential that all issuers consider climate-related topics in their communications to the market, ensuring consistency of information disclosed in the directors' report, the non-financial report, financial statements and, where applicable, a prospectus. In particular, ESMA highlights that, if material, climate change risk must be considered when preparing financial statements and during the audit, assuming a longer time horizon than is usually considered for financial risk. ESMA also mentions that, in addition to the information required by the individual IFRS, according to paragraph 112 (c) of IAS 1, information on climate risk, if material, has to be provided in the notes to the financial statements.

In this context, the Antares Vision Group is not particularly exposed to the risks associated with climate change, given the nature of its business, nor does it operate in sectors that are particularly vulnerable to climate and environmental risks.

Antares Vision Group has not prepared a transition plan for climate change mitigation at 31 December 2024. However, there are objectives that concern ESRS E1 indicated in paragraph ESRS 2 MDR-T - Monitoring the effectiveness of policies and actions through objectives. The Group intends to prepare a Transition Plan by the end of 2025. Antares Vision has performed a qualitative analysis for each material risk or transition risk related to climate represented in the "application requirements" section of the ESRS E1 standard: from this analysis the Group has not identified any material physical and/or transaction risks related to climate. It follows that a resilience analysis including the use of climate scenario analysis has not been carried out.

In April 2021, the European Commission published a proposal for a Corporate Sustainability Reporting Directive (CSRD) which amends existing reporting requirements, supplementing the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) of the Financial Stability Board and allowing greater disclosure and alignment of information at a European level.

The TCFD guidelines suggest the classification of climatic and environmental risks into two macro categories:

• physical risk indicates the financial impact of climate change, including more frequent extreme weather events and gradual climate changes, as well as environmental degradation, i.e. air, water and soil pollution, water stress, biodiversity loss and deforestation. Physical risk is therefore classified as "acute" if caused by extreme events such as droughts, floods and storms, and "chronic" if caused by progressive changes such as increased temperatures, rising sea levels, water stress, loss of biodiversity, change in land use, habitat destruction and scarcity of resources. For example, this kind of risk can lead directly to physical damage or a drop in productivity, or indirectly to subsequent events such as an interruption of production chains;

• transition risk relates to the process of transition towards a low-emission and more environmentally sustainable economy. This type of risk could translate into:

o legal risks, i.e. risks deriving from legislative or policy impositions aimed at triggering the change (such as the carbon tax and plastic tax);

o technology risks, i.e. risks related to necessary technological innovations leading to technical obsolescence and a need for more capital to invest in R&D and in renovating and converting the structure into technologies that are compatible with the transition;

o market risks, i.e. risks related to changes in the propensity for green consumption with a consequent decrease in demand for products that are not compatible with the transition;

o reputation risks, i.e. risks involving the relationship of trust between consumer and business, which becomes an element of differentiation in the consumer's decision-making.

These risk factors inevitably have an impact on economic activities, potentially undermining their business model in the medium to long term.

The Antares Vision Group's business involves production processes with a low impact on the territory in terms of consumption of natural resources, production of industrial waste and the emission of polluting substances. In certain cases of exceptional climatic events, or in the presence of serious breakdowns or malfunctioning in the plants, the Antares Vision Group's industrial production could cause damage to third parties, accidents and/or environmental damage, in addition to a slowdown in activities, exposing the Group to obligations involving compensation and/or reclamation, as well as to liability, possibly even of a criminal nature. The Antares Vision Group strives to prevent this type of risk by adopting measures deemed adequate by its management and in line with industry practices.

The Antares Vision Group is actively engaged in pursuing a sustainable business model both as a technological enabler, in guaranteeing the quality and safety, efficiency and sustainability of products and supply chains, and in pursuing the objectives of the United Nations 2030 Agenda and of the Sustainable Development Goals (SDGs). When drafting its first Sustainability Report (Non-Financial Report), the Antares Vision Group carried out a consistency analysis of its business model, strategic objectives and projects implemented and planned, which led to the identification of those SDGs that are considered priorities as a reflection of the Antares Vision Group's contribution and commitment, together with the underlying targets and actions.

The strategic guidelines of the Antares Vision Group are consistent with the objective of providing a contribution to sustainable development by making the production systems of essential goods such as those of the food chain and pharmaceuticals more efficient. This is also consistent with the macro-trends and scenarios of the sector, which are subject to regulatory changes aimed at improving people's lives and reducing the impact of consuming natural resources.

The positive environmental impacts of the business model and solutions developed by the Antares Vision Group, in particular Digital Factory and Supply Chain Transparency, concern the efficient use of natural resources, the adoption of the principles of a circular economy in the use of materials and the monitoring of supply chains and the total life cycle of the products.

The same solutions offered in the food and pharmaceutical sectors are available and applicable to any consumer product in order to guarantee quality, safety, originality and hence sustainability, thanks to the indissoluble link between healthy people, healthy societies and a healthy planet.

Lastly, in the context of growth and reinforcement of its competitive positioning, investments in R&D are inherent to its business and the various acquisitions, already carried out or potential, at national and international level, allow Antares Vision Group not only to expand its portfolio of technologies and solutions, but also to access human resources and specific skills, so as to strengthen its profile, also with a view to mitigating technology risk.

Commitment to the environment

Antares Vision Group periodically sets objectives for environmental improvement based on solid principles, such as:

• use in a responsible, efficient and effective way the raw materials and resources necessary for the functioning and implementation of production processes;

• optimise production processes for the progressive reduction of waste;

• conceive of and design the products and their packaging considering their entire life cycle;

• reduce energy consumption;

• reduce emissions of pollutants into the atmosphere, always paying attention to the organisation of transfers and shipments;

• reduce the use of hazardous chemicals in production cycles, or replace them with others that are safer and have a lower impact on the environment;

• where possible, replace materials that have a high environmental impact with other environmentally friendly materials;

• responsibly manage waste and apply the principles of the circular economy;

• guarantee the continuous control of direct and indirect environmental aspects through careful use and maintenance of the facilities.

Each co-worker of the Antares Vision Group, is involved in ensuring compliance with the requirements indicated and has to constantly improve their work and that of their colleagues, with a view to reducing the environmental impact. For this reason, in addition to what is required by current regulations, green campaigns have been launched since 2019 with the claim "Join the Green Side of the Antares Vision Group", for which the Travagliato HQ is acting as the Group's driving force.

Elimination of the sale of plastic bottles from all dispensers and installed drinking fountains

In 2019 the Antares Vision Group decided to join the world campaign #PlasticFree, the #I am Environment initiative promoted by the Ministry of Environment and to anticipate the European ban on all single-use plastic products such as cutlery, dishes, straws, stirring sticks and containers. The first steps were to replace bottle dispensers with water fountains, install new coffee machines that pour liquids into paper cups and allow reusable personal containers, and distribute Antares Vision Group flasks. The Antares Vision Group has also encouraged local restaurants to serve take-away food in containers made of eco-sustainable materials rather than plastic.

Paperless campaign to include all machine user manuals to be designed for digital consultation

In terms of printed documents, the quality office has replaced the packaging of the documentation provided with the machines with an eco-sustainable version and the format of the new user manuals will be designed specifically for digital consultation in such a way as to discourage over time the demand for the paper version by customers.

Implementation of separate waste collection

During the years of the pandemic, a new area for separate waste collection was prepared at HQ and a best recycling practice was established for the offices, which was launched in June 2024. In general, we have identified margins for improvement that can be achieved by adopting suitable measures within the Group which should achieve a level of separate waste collection of 95%; according to the figures at 31 December 2023, the Group is currently at a level of 63%, with an increase of 3 percentage points compared with the first year of reporting (2022).

Ecological printing

In 2021, new printers with an eco ink system were introduced at the Parent Company and FT System. These have been gradually implemented with a Follow Me device, which uses personal badges to control the number of documents that are being printed. In the first half of 2024, all AVIT printers have been working in Follow me mode. This use, together with the adoption of best practices, has led to a reduction of over 90,000 print-outs in 2024, compared with the same period in 2023, with a decrease of over 40% of colour ones.

Energy from renewable sources and vehicles with low environmental impact

The Parent Company has abandoned, for production purposes, the use of natural gas in favour of electricity and in 2023 signed a supply contract with a guarantee of origin for all of the Italian sites (Travagliato, Aprilia, Sorbolo and Vicenza). Furthermore, in 2023 the Group introduced a company car policy which envisages the distribution of low environmental impact vehicles to employees to reduce emissions from the use of fuels.

Alliance for Biodiversity

In the summer of 2023, the Parent Company launched the pioneer project "Alliance for Biodiversity", for which one of the grassy plots surrounding the Travagliato headquarters will be mowed less frequently, so as to allow the flowers to flourish and form a habitat suitable for pollinating insects.

Animal pollination is the fundamental basis for the ecology of species and the functioning of ecosystems, the conservation of habitat and the provision of a wide range of important and vital human services and benefits, including the production of food, fibre, timber and other tangible products. Over 75% of the main agricultural crops and about 90% of wild flowering plants use bees, wasps, butterflies, ladybirds, spiders, reptiles, birds and mammals and pollinators in general to transfer pollen from one flower to another, allowing them to reproduce. In summary, pollination, especially entomophilous pollination (i.e. carried out by insects), is the basis not only of biodiversity, but also of our existence and our economies