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Antares Vision

Board/Management Information Oct 14, 2025

4255_iss_2025-10-14_af56dba8-b4a0-49c5-aa7d-0cf5e8f3c848.pdf

Board/Management Information

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PRESS RELEASE

MUTUAL TERMINATION OF THE ROLES OF CHIEF EXECUTIVE OFFICER GIANLUCA MAZZANTINI

APPOINTMENT BY CO-OPTATION OF STEFANO DE ROSA AS EXECUTIVE DIRECTOR

APPOINTMENT OF FABIO FORESTELLI AS NEW CHIEF EXECUTIVE OFFICER OF ANTARES VISION

Travagliato (Brescia), 14 October 2025 – Antares Vision (EXM, AV:IM), a leading Italian multinational company in traceability and quality control, which guarantees product safety and supply chain transparency through integrated data management, announces that, on the date hereof, it has signed with Chief Executive Officer Gianluca Mazzantini a settlement agreement whereby the latter has resigned, irrevocably and with immediate effect, from his position as Chief Executive Officer of Antares Vision, as well as from his positions as: Director of FT System S.r.l., Director of Antares Vision Asia Pacific Ltd, Representative Director of Antares Vision Korea Limited, Director of Antares Vision (Thailand) Co. LTD, Sole Director and Member of Conselho Consultivo of Antares Vision do Brasil Ltda, President Management Board of Tradeticity d.o.o., Director of FT Hexagon, Managing Director/Member of the Advisory Board of Antares Vision Germany, Director/CEO of Imago Technologies Gmbh, Member of the Advisory Board of Tradeticity Service d.o.o., Director of Antares Vision Inc., Director of ACSIS Inc., Director of Antares Vision North America LLC, Director of Applied Vision Corporation, Director of FT System North America LLC and President and Director/CEO of Rfxcel Corporation, in order to pursue new professional opportunities.

The agreement also provides for the mutual termination of the employment relationship between Mr. Mazzantini and the Company with effect from the earlier of: (i) the day following the date of the first closing of the transaction currently in progress (for further information, please refer to the press release dated 12 grouSeptember 2025); and (ii) 31 December 2025, it being understood that, until that date, Mr. Mazzantini will remain at the disposal of Antares Vision to ensure an orderly handover.

The agreement provides for the payment to Mr. Mazzantini, in addition to the normal severance pay and end-of-term benefits accrued under the management contract, of a gross amount of Euro 706,250.00 as a severance incentive – to be paid in two equal instalments within 30 days of the date of termination of employment and the first payment date of the mandatory public tender offer, respectively – as well as a gross amount of Euro 10,000.00 in consideration of the manager's waiver of his rights with respect to the execution and termination of the existing relationships.

Furthermore, pursuant to the agreement, Mr. Mazzantini will retain the right to the definitive allocation of no. 1,382,422 shares in the Company, it being understood, however, that if the change of control of the Company does not occur, the provisions of the "Incentive Plan" shall apply in accordance with the rules (and terms and conditions) applicable to cases of good leavers (including claw back), pursuant to the employment contract, the remuneration policy adopted from time to time by the Company and the documentation governing the plan. With regard to the bonuses paid and to

PRESS RELEASE

be paid to the manager, the possible application of the malus and claw-back clauses, as provided for in the Company's remuneration policy, remains confirmed where the relevant conditions are met.

As part of the agreement, the parties have agreed that the non-compete, non-solicitation and nopoaching agreement entered into on 22 January 2024 will remain in force for a period of 12 months starting from the termination date of the employment relationship and in return for the payment to Mr. Mazzantini of a gross amount of Euro 185,000.00.

These payments are consistent with the remuneration policy and the agreements in place with Mr. Mazzantini. Considering Mr. Mazzantini's status as a related party and the consequent classification of the settlement agreement as a "transaction between related parties of minor relevance", the agreement was signed after receiving the favourable opinion of Antares Vision's Nomination and Remuneration Committee and the Control, Risk and Sustainability Committee, acting as the Related Parties Committee, each within the scope of their respective responsibilities.

Based on the information available to the Company, Mr. Mazzantini holds n. 1,382,422 ordinary shares in Antares Vision. Mr. Mazzantini was not a member of any board committee.

The Chairman of the Board of Directors of Antares Vision, Emidio Zorzella, said: "On behalf of the Board and the entire Antares Vision team, I would like to thank Gianluca for his dedication and leadership during a crucial period for our Group. His contribution has been crucial in strengthening internal processes and cost discipline, successfully completing a phase of organizational and governance changes. Looking ahead to this new growth-oriented phase, our executive team will lead the strategy with a renewed commitment to innovation, quality and customer value, which define Antares Vision. We remain focused on reinforcing our market position and generating sustainable growth for all stakeholders."

Mr. Mazzantini said: "I am particularly proud of the work accomplished over the past two years and honored to have led Antares Vision through a complex reorganization that has enabled the company to unlock its full potential in a challenging environment. Today, I leave a strong company, ready to embark on a new cycle of growth, confident that the initiatives undertaken represent a solid foundation for the Group's future. I would like to express my deepest gratitude to all the teams for their commitment, trust and support throughout this challenging but rewarding journey. I wish Antares Vision a continuing successful future in the years to come."

Consequently, the Board of Directors has resolved, pursuant to Article 2386 of the Italian Civil Code and with the favourable opinion of the Board of Statutory Auditors and the Nomination and Remuneration Committee, to co-opt Stefano De Rosa, currently Group Chief Financial Officer and Officer Responsible for the Preparation of the Company's Financial Statements and for the Certification of the Sustainability Reporting. Mr. De Rosa, who was attending the meeting, accepted the appointment. The Board of Directors also resolved to grant Mr. De Rosa, who will remain in office until the next Shareholders' Meeting, certain powers for the operational management of the Company previously assigned to Mr. Mazzantini. At today's meeting, the Board of Directors also verified that Mr. De Rosa meets the requirements of integrity and eligibility set forth in current legislation and the Corporate Governance Code, which were confirmed by the newly elected Director.

PRESS RELEASE

Based on the information available to the Company, Mr. De Rosa holds no. 105,194 ordinary shares in Antares Vision.

A summary of Stefano De Rosa's curriculum vitae is available on the Company's website at www.antaresvisiongroup.com.

The Board of Directors also resolved to appoint Mr. Fabio Forestelli, member of the Board of Directors, as Chief Executive Officer of the Company, also identifying him as Chief Executive Officer for the purposes of the Corporate Governance Code. As Chief Executive Officer of the Company, Fabio Forestelli has also been identified as the Director responsible for the internal control and risk management system, in accordance with the recommendations of Article 6 of the Corporate Governance Code. The powers of Emidio Zorzella and Massimo Bonardi remain substantially unchanged.

ANTARES VISION GROUP

Antares Vision Group is an Italian multinational listed since 2021 on the Euronext STAR Milan segment (EXM, AV:IM), which ensures product safety and supply chain transparency through innovative technologies for quality control, traceability, and integrated data management. It operates in the Life Science sectors (Pharmaceuticals, Medical Devices, Hospitals), Cosmetics, and FMCG (Fast-Moving Consumer Goods), supporting companies in digitalizing processes to improve efficiency, productivity, and visibility. Antares Vision Group is a global leader in pharmaceutical traceability, supplying the world's top producers (over 50% of the top 20 multinational Companies) and numerous Government authorities. With a presence in over 60 countries, more than 1,200 employees, and a network of around 40 international partners. It achieved revenues of €208 million in 2024, with an EBITDA margin of 15.3%. www.antaresvisiongroup.com

FURTHER INFORMATION ULTERIORI INFORMAZIONI

Emittente

Antares Vision Group Alessandro Baj Badino Head of IR & Corporate Communication +39 030 72 83 500 [email protected]

Davide Antonioli Corporate Communication, IR & ESG Senior [email protected]

Contatti per la stampa

Axelcomm Federica Menichino +39 3496976982 [email protected]

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