Antares Vision — AGM Information 2025

Apr 15, 2025

ANTARES VISION S.P.A.

Registered office: Via del Ferro 16, Travagliato (Brescia), Italy Subscribed and paid-up share capital Euro 172,788.42 Brescia Business Register, Tax Code and VAT number 02890871201

Explanatory Report of the Board of Directors of Antares Vision S.p.A. ("Antares" or the "Company"), drafted pursuant to Article 125-ter of Italian Legislative Decree No. 58/98 and subsequent amendments and additions (the "Consolidated Law on Finance", "CLF") and Article 84-ter of [Consob Commissione Nazionale per le Società e la Borsa (Italian Companies and Stock Exchange Commission)] Regulation No. 11971/1999 and subsequent amendments and additions (the "Issuers' Regulations"), on the proposed resolutions under point 6 on the agenda of the shareholders meeting in ordinary session to be held in a single call on 7 May 2025 at 10:00 a.m. (the "Shareholders' Meeting").

This Explanatory Report has been made available to the public at the Company's registered office and on the Company's website at www.antaresvisiongroup.it (section "Investor Relations" - "Shareholders' Meetings" - "2025"), as well as on the authorised NIS/Storage mechanism available at .

Item No. 6 on the agenda:

6. 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.

Dear Shareholders,

With reference to the sixth item on the agenda of the Shareholders' Meeting called in ordinary session for 7 May 2025 the Board of Directors has convened you to submit for your approval the authorisation to the management body, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, to proceed with transactions for the purchase and disposal of treasury shares as follows, also in accordance with the laws and regulations in force from time to time and the share capital existing at the time of each purchase.

In this regard, it should be preliminarily recalled that the Ordinary Shareholders' Meeting of the Company, on 10 July 2024, approved, at the proposal of the Board of Directors, the plan for the purchase and sale of ordinary shares of the Company with a duration of 18 months from the date of the authorisation resolution (thus expiring on 10 January 2026).

In view of the advisability of renewing the authorisation, for the reasons and on the terms set out below, we propose that you revoke the authorisation granted by the resolution of 10 July 2024 for the part that has not yet been executed and simultaneously resolve on a new authorisation to purchase and dispose of ordinary shares of the Company on the following terms.

It should be noted that, based on the previous authorisation, no treasury shares have been purchased up to today.

1. Reasons for requesting authorisation to purchase and dispose of treasury shares

The request to authorise the Board of Directors to purchase and dispose (to be understood, by way of example and not limited to, as alienation, exchange, contribution and/or use) of treasury shares is motivated by the possibility to allow the Company to:

• (i) use their shares as an investment object for an efficient use of the cash generated by the Company's core business;
• (ii) proceed with the purchase of treasury shares to implement incentive plans in whatever form they are structured, or proceed with free allocations to shareholders or fulfil obligations deriving from warrants, convertible financial instruments, compulsory conversion with shares (on the basis of existing transactions or those to be resolved/implemented);
• (iii) allow treasury shares to be used in the context of transactions related to ordinary operations or projects consistent with the strategic lines that the Company intends to pursue, in relation to which the opportunity to exchange shares is realised, with the main objective of thus completing the corporate integration transaction with potential strategic partners; and
• (iv) intervene, also through intermediaries, with transactions to support market liquidity, so as to facilitate trading in securities at times of low liquidity in the market and to favour the regular course of trading, in accordance with the provisions of Regulation (EU) No. 596/2014 on market abuse (the "MAR Regulation") and the related EU and national implementing legislation (together with the MAR Regulation, the "Market Abuse Regulation"), and the admitted market practices in force, as established by the competent supervisory authorities in accordance with Article 13 of the MAR Regulation (the "Permitted Market Practices").

It should be noted that, as things stand, the request for authorisation to purchase treasury shares is not intended for transactions to reduce the share capital through cancellation of the treasury shares purchased.

For all the reasons outlined above, the Board deems it appropriate to propose that the Shareholders' Meeting authorise the Board to purchase, for a period of 18 months from the date of authorisation by the Shareholders' Meeting, and the subsequent disposal of treasury shares pursuant to and in accordance with Articles 2357 and 2357-ter of the Italian Civil Code.

2. Maximum number, class and nominal value of the shares pursuant to the authorisation.

The proposal is to authorise the Board of Directors to purchase ordinary (fully paid) shares of the Company, in one or more instalments, in an amount freely determinable by the Board of Directors up to a maximum number not exceeding 2% of the share capital, taking into account the treasury shares held by the Company both directly and indirectly through its subsidiaries. In any case, the purchases will be made - in accordance with the provisions of Article 2357(1) of the Italian Civil Code - within the limits of the distributable profits and available reserves resulting from the latest duly approved financial statements of the Company.

It should be noted that in the event of transactions involving the purchase and disposal of treasury shares, the Company will make the appropriate accounting entries in accordance with the law and applicable accounting principles. In the event of disposals or write-downs, further purchase transactions may be carried out until the expiry of the final term of the authorisation by the Shareholders' Meeting referred to below, subject to the legal quantitative limits, including those relating to the number of treasury shares that may be held by the Company or its subsidiaries from time to time, as well as the conditions established by the Shareholders' Meeting.

3. Information on compliance with the provisions of Article 2357(1) and (3) of the Italian Civil Code.

As of today's date, the subscribed and paid-up share capital of the Company is Euro 172,788.42, divided into 70,753,559 ordinary shares without nominal value.

As of today, the Company holds 33,916 treasury shares, representing 0.05% of the share capital.

It should be noted that pursuant to Article 2357(1) of the Italian Civil Code, the purchase of treasury shares is permitted within the limits of distributable profits and available reserves resulting from the last duly approved financial statements of the financial year, also taking into account any unavailability restrictions arising subsequently and up to the date of the relevant resolution. The Board is obliged to verify compliance with the conditions required by Article 2357(1) of the Italian Civil Code for the purchase of treasury shares at the time of each authorised acquisition.

It should also be noted that pursuant to the applicable regulatory provisions, the purchase of treasury shares leads to a reduction in shareholders' equity of an equal amount, through the entry of a specific item with a negative sign in the liabilities of the balance sheet.

4. Duration for which authorisation is required

The Board of Directors proposes that the authorisation to purchase treasury shares be granted for the maximum duration permitted by Article 2357(2) of the Italian Civil Code and thus for a maximum period of 18 months from the date on which the Shareholders' Meeting adopts the corresponding resolution. The Board may proceed with the authorised transactions on one or more occasions and at any time it deems appropriate, within the limits of the authorisation by the Shareholders' Meeting.

The aforementioned time limit of 18 months refers only to purchase transactions and therefore does not apply to any subsequent transactions involving the disposal and/or use of treasury shares that may have been purchased pursuant to the Shareholders' Meeting authorisation.

5. Minimum and maximum consideration

The Board of Directors proposes that the unit purchase price of treasury shares be set on a case-bycase basis for each transaction, in consideration of the amount of the Company's share capital and shareholders' equity, also taking into account the flexibility required in this type of transaction, at not less than 10% and not more than 10% compared to the reference price that the share will have recorded in the open market session of the day prior to the completion of each individual transaction.

The Board of Directors considers this criterion to be objective and suitable to allow for an unambiguous identification of the minimum and maximum consideration for purchase and/or sale transactions.

The purchase price limit will not apply in the event of extraordinary circumstances in the market.

The Board of Directors may dispose of all or part of the treasury shares purchased or otherwise in the Company's portfolio at any time, in one or more tranches, even before the purchases have been exhausted, by selling them on the market, in blocks or otherwise off the market, by accelerated book building, or by transferring any in rem and/or personal rights relating to them (including, but not limited to, securities lending). The Board of Directors may also establish, in compliance with legal and regulatory provisions (as well as, in any case, in compliance with and in accordance with the operating procedures provided for under the provisions of Regulation (EU) No. 596/2014, the related EU and national implementing legislation and the market practices in force as established by the competent supervisory authorities in accordance with Article 13 of Regulation (EU) No. 596/2014), the terms, methods and conditions of the deed of disposal of treasury shares deemed most appropriate in the interest of the Company, at the price or value or, in any case, according to criteria and conditions, which will be proportionate and in line with the transaction, also taking into account the market trend and share prices and/or the Company's development prospects 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.

6. Methods through which purchases and acts of disposition will be carried out

In consideration of the different purposes that can be pursued through the completion of transactions on treasury shares, the Board of Directors proposes that authorisation be granted for the purchase of treasury shares on regulated markets, on one or more occasions, according to any of the methods, permitted by current legislation, to be identified from time to time at the discretion of the Board of Directors (or the person delegated to do so), and therefore, by means of a public takeover or exchange bid pursuant to Article 144-bis(1)(a) of the Issuers' Regulations or by means of operating procedures established in the market organisation and management regulations and agreed upon with Borsa Italiana S.p.A., which do not allow the direct matching of trading proposals on purchase with predetermined trading proposals on sale, in accordance with Article 132 of the Consolidated Law on Finance and Article 144-bis(1)(b) of the Issuers' Regulation. Also from the point of view of operating methods, it is proposed that a broad freedom of action be recognised - for the purpose of the best pursuit of the purposes of the buy-back plans - including all the possibilities provided for by the law, all in accordance with the methods that can be assessed from time to time in relation to the best realisation of the Shareholders' Meeting proxy in this respect.

With regard to transactions involving the disposal and/or use of treasury shares, the Board of Directors proposes that the authorisation allow for the adoption of any method that may be appropriate depending on the purposes pursued - including the use of treasury shares for share incentive plans or for free allocations to shareholders - to be carried out also through intermediaries, in compliance with the applicable laws and regulations. Specifically, with regard to the transactional methods for the disposal of treasury shares, these could be implemented, inter alia, by selling treasury shares on the market, in blocks or otherwise off the market, by accelerated bookbuilding, or by transferring any security interests and/or personal rights relating to the treasury shares (including, by way of example only, securities lending), granting the Board of Directors (or its proxy) the power to establish, in compliance with legal and regulatory provisions, the terms, methods and conditions for the disposal and/or use of treasury shares deemed most appropriate in the interest of the Company.

Transactions involving the purchase and disposal of treasury shares for which authorisation is required will be carried out in compliance with applicable laws and regulations, including the Market Abuse Regulation. The Shareholders' Meeting is therefore requested to grant the Board of Directors the power to establish, from time to time, in compliance with the provisions of the law and regulations, the terms, methods and conditions for acts of disposal that will be deemed most appropriate.

The Board of Directors shall act in compliance with the disclosure requirements set forth in Article 144-bis, paragraph 3 of the Issuers' Regulations, as well as the disclosure requirements set forth in the Market Abuse Regulation and the aforementioned Permitted Market Practices.

7. Further information

It should also be noted that, pursuant to Article 44-bis(1) of the Issuers' Regulations, treasury shares held by the Company, even indirectly, are normally excluded from the share capital on which the relevant shareholding is calculated for the purposes of the total takeover bid obligation, provided for by Article 106 of the Consolidated Law on Finance for the purposes of the regulations on takeover bids. This provision, however, pursuant to Article 44-bis(2) of the Issuers' Regulations, does not apply if the thresholds set forth in Article 106 of the Consolidated Law on Finance are exceeded as a result of purchases of treasury shares made, even indirectly, by the Company in implementation of a resolution of the Shareholders' Meeting that was also approved with the favourable vote of the majority of the shareholders present at the Shareholders' Meeting, other than the shareholder or shareholders who hold, even jointly, the majority shareholding, even relative, provided that it exceeds 10% of the share capital (so-called whitewash).

Therefore, please note that in the event that the Shareholders' Meeting resolution authorising the purchase of the Company's treasury shares is approved with the majorities provided for by the aforementioned Article 44-bis(2) of the Issuers' Regulations, the treasury shares acquired by the Company pursuant to said authorisation resolution will not be excluded from the share capital (and therefore will be counted therein) for the purposes of calculating whether one or more shareholders have exceeded the relevant thresholds pursuant to Article 106 Consolidated Law on Finance, with the consequent exemption effect from the obligation of a total takeover bid provided therein.

8. Proposal for resolutions

If you agree with the proposal as formulated above, we invite you to approve the following resolution:

"The Ordinary Shareholders' Meeting of Antares Vision S.p.A., having examined the explanatory report of the Board of Directors,

RESOLVED

• 1. to revoke, for the part not yet implemented, the resolution authorising the purchase and disposal of treasury shares, passed by the Ordinary Shareholders' Meeting on 10 July 2024, as of the date of this resolution;
• 2. to authorise the management body to purchase and dispose of treasury shares for the purpose of:
  • (i) use their shares as an investment object for an efficient use of the cash generated by the Company's core business;
  • (ii) proceed with the purchase of treasury shares to implement incentive plans in whatever form they are structured, or proceed with free allocations to shareholders or fulfil obligations deriving from warrants, convertible financial instruments, compulsory conversion with shares (on the basis of existing transactions or those to be resolved/implemented);
• (iii) allow treasury shares to be used in the context of transactions related to ordinary operations or projects consistent with the strategic lines that the Company intends to pursue, in relation to which the opportunity to exchange shares is realised, with the main objective of thus completing the corporate integration transaction with potential strategic partners; and
• (iv) intervene, also through intermediaries, with transactions to support market liquidity, so as to facilitate trading in securities at times of low liquidity in the market and to favour the regular course of trading, in accordance with the provisions of Regulation (EU) No. 596/2014 on market abuse and the related EU and national implementing legislation, and the admitted market practices in force, as established by the competent supervisory authorities in accordance with Article 13 of Regulation (EU) No. 596/2014,

establishing that:

• a) the purchase may be carried out in one or more tranches, 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 in the portfolio by the Company and its subsidiaries, is not overall higher than the limit of 2% of the Company's share capital, and in any case in compliance with the legal limits (and, in any case, in accordance with the conditions governed by the regulations in force, containing the conditions relating to the trading of treasury shares, in terms of purchase prices and daily volumes, and in compliance with Regulation (EU) No. 596/2014, the relevant Community and national implementing legislation and the market practices in force as established by the competent supervisory authorities in accordance with Article 13 of Regulation (EU) No. 596/2014), at a unit consideration not less than 10% lower in minimum and not more than 10% higher in maximum with respect to the reference price that the share will have recorded in the market session on the day prior to each individual transaction;
• b) the purchase may be carried out on regulated markets in accordance with the operating procedures set forth in the regulations for the organisation and management of such markets and agreed upon with Borsa Italiana S.p.A., which in any event allow for respect of the equal treatment of shareholders, as well as in compliance with any other applicable legislation, or in a different manner, where permitted by Article 132, paragraph 3, of the aforementioned Legislative Decree No. 58 of 24 February 1998, or by other laws or regulations applicable from time to time at the time of the transaction, in any of the following ways:
  • (i) public takeover or exchange bid, pursuant to Article 144-bis, paragraph 1, point a) of the aforementioned Consob Regulation No. 11971/1999, subject to a resolution of the Board of Directors in accordance with current legislation;
  • (ii) purchases made in a manner that does not allow the direct matching of purchase orders with certain sale offers, in accordance with Article 132 of the Consolidated Law on Finance and Article 144-bis(1)(b) of the Issuers' Regulations, or
  • (iii) in any other manner provided for by law, as assessed from time to time in relation to the best implementation of the Shareholders' Meeting proxy in this respect;
• c) the purchase, even in several tranches, must be made within the limits of the distributable profits and/or the available reserves resulting from the latest duly approved financial statements of the Company at the time the transaction is carried out, constituting a treasury shares reserve and in any event making the necessary accounting entries in the manner and within the limits of the law;
• d) only fully paid-up shares may be purchased;
• 3. to authorise the management body so that it may, pursuant to and for the purposes of Article 2357 ter of the Italian Civil Code, dispose at any time, in whole or in part, in one or more tranches, even before having exhausted the purchases of the treasury shares purchased pursuant to this resolution or in the Company's portfolio, by means of their sale on the market, in blocks or otherwise off the

market, accelerated book building or transfer of any rights in rem and/or personal rights relating to them (including, by way of example, securities lending); it also grants the management body and its representatives as above the power to establish, in compliance with the provisions of law and regulations (and, in any event, in compliance with and in accordance with the operating procedures provided for under the provisions of Regulation (EU) No. 596/2014, the relevant EU and national implementing legislation and current market practices as established by the competent supervisory authorities in accordance with Article 13 of Regulation (EU) No. 596/2014), the terms, methods and conditions of the disposal of treasury shares deemed most appropriate in the Company's interest, it being understood that such transactions may take place at the price or value, or according to criteria and conditions that will be appropriate and in line with the transaction also taking into account the market trend and share prices and/or the issuer's development prospects 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 implementation methods actually used;

• 4. to grant the management body the power to make, also pursuant to Article 2357-ter, paragraph 3 of the Italian Civil Code, any accounting entry necessary or appropriate, in relation to transactions on treasury shares, in compliance with the provisions of the law in force and the applicable accounting principles;
• 5. to grant the Board of Directors, with the power to sub-delegate to one or more of its members, severally, including the power to further sub-delegate also to third parties outside the Board of Directors, any and all powers necessary to carry out the purchases and sales of treasury shares described above - with the power to appoint special proxies for the execution of the purchase transactions referred to in this resolution as well as any other formality related thereto - progressively as deemed appropriate in the interest of the Company, as allowed by current legislation, without prejudice to respect of equal treatment of shareholders;
• 6. to expressly acknowledge that, in application of the "whitewash" pursuant to Article 44-bis, paragraph 2 of Consob Regulation No. 11971/1999, in the event of approval of this resolution authorising the purchase (and disposal) of treasury shares with the majorities set forth in said provision, the treasury shares purchased by the Company in implementation of said authorisation resolution will not be excluded from the ordinary share capital (and therefore will be counted therein) if, as a result of the purchases of treasury shares, a shareholder exceeds the thresholds relevant for the purposes of Article 106 of the Consolidated Law on Finance".

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Travagliato, 15 April 2025

For the Board of Directors The Chairman Emidio Zorzella