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Antares Vision AGM Information 2025

Apr 7, 2025

4255_rns_2025-04-07_caf7ca32-53a8-48a6-bccd-f76e69e416bb.pdf

AGM Information

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ANTARES VISION S.P.A.

Head office in Travagliato (Brescia, Italy), Via del Ferro 16 Subscribed and paid-up share capital Euro 172,788.42 Brescia Business Register, tax code and VAT number 02890871201

EXCERPT FROM THE NOTICE OF CALL FOR ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

The persons entitled to participate and exercise the right to vote at the shareholders' meeting of Antares Vision S.p.A. (the "Company" or "Antares Vision") are convened in ordinary and extraordinary session, exclusively by teleconference, on 7 May 2025, at 10:00 a.m., in a single call, to discuss and resolve upon the following

AGENDA:

Ordinary business

    1. Approval of the financial statements of Antares Vision S.p.A. as at 31 December 2024 accompanied by the reports of the Board of Directors, the Board of Statutory Auditors and of the Audit Company. Presentation to the Shareholders' Meeting of the consolidated financial statements of Antares Vision S.p.A. as at 31 December 2024 and of the sustainability report as at 31 December 2024 pursuant to Legislative Decree No. 125 of 6 September 2024.
    1. Resolutions on the result for the year ending 31 December 2024.
    1. Approval of the remuneration policy pursuant to Article 123-ter, paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998.
    1. Resolutions on the second section of the report pursuant to Article 123-ter, paragraph 6 of Legislative Decree No. 58 of 24 February 1998.
    1. Proposal for the 2025-2029 long-term share incentive plan pursuant to Article 114-bis of Legislative Decree No. 58 of 12 February 1998.
    1. Authorisation to purchase and dispose of treasury shares, subject to revocation of the authorisation approved by the Ordinary Shareholders' Meeting of 10 April 2024 for the unused portion.

Extraordinary business

  • 1. Proposal for a share capital increase, free of charge and potentially in multiple tranches, pursuant to Article 2349 of the Italian Civil Code, for a maximum amount of Euro 3,300.00 , through the issuance of a maximum of 1,346,364 ordinary shares of the Company, without nominal value, to be allocated to employees of the Antares Vision Group who are beneficiaries of the 2025-2029 long-term sharebased incentive plan, by utilising profits and/or retained earnings, with consequent amendment to Article 5 of the Articles of Association.
  • 2. Proposal to grant the Board of Directors a proxy pursuant to Article 2443 of the Italian Civil Code to increase the share capital with the exclusion of pre-emption rights pursuant to Article 2441, paragraphs 5 and 8 of the Italian Civil Code, for a maximum amount of Euro 3,380.00, through the issuance of a maximum of 1,382,421 ordinary shares of the Company, without indication of par value, in order to implement the share incentive plan approved by the Shareholders' Meeting on 10 July 2024, with consequent amendment to Article 5 of the Articles of Association.

Pursuant to Article 11 of the Articles of Association and in compliance with Article 135-undecies.1 of Legislative Decree No. 58 of 24 February 1998, participation in the Shareholders' Meeting by those with a right to vote and exercising the right to vote will take place exclusively through a designated representative without physical participation by the Shareholders.

For information on the share capital at the date of the notice of call and detailed information and instructions on the rights that shareholders may exercise, including the entitlement to attend and vote at the Shareholders' Meeting through a Designated Representative, the right to ask questions on items on the agenda prior to the Shareholders' Meeting, the supplementation of the agenda and the submission of new resolution proposals on items already on the agenda, as well as on the availability of the full text of the resolution proposals, together with the explanatory reports, and the documents that will be submitted to the Shareholders' Meeting and on the organisational aspects of the Shareholders' Meeting, please refer to the full text of the notice of call that is published within the terms and according to the procedures set forth by law, on the Company's website at www.antaresvisiongroup.com (section: "lnvestors - lnvestor Relations - Shareholders' Meetings") as well as on the authorised storage mechanism .

Travagliato, 7 April 2025 Chairperson of the Board of Directors Emidio Zorzella