Antares Vision — Proxy Solicitation & Information Statement 2022

Mar 23, 2022

www.antaresvision.com

ANTARES VISION S.P.A.

Registered office Via del Ferro No. 16, Travagliato (Brescia) Share capital Euro 169,452.91 subscribed and paid up Brescia Companies Register, Tax Code and VAT Number 02890871201

Explanatory report of the Board of Directors, compiled pursuant to Article 125-ter of Legislative Decree 58/98 as amended (TUF), on draft resolutions included in items on the agenda of the ordinary and extraordinary shareholders' meeting to be held in single convocation on 22 April 2022 at 2:00 pm hours (the Shareholders' Meeting)

This report is sent to Consob - Italian National Stock Exchange Supervisory Commission and to Borsa Italiana S.p.A. and is also made available to the public at the registered office and on the website of Antares Vision S.p.A. (Antares Vision or the Company) as required by law.

Dear Shareholders,

You have been called to the Shareholders' Meeting in ordinary and extraordinary session to discuss and adopt resolutions pertaining thereto and resulting from the following agenda:

Ordinary Part

• 1) Approval of the financial statements of Antares Vision S.p.A. for the year ended 31 December 2021 accompanied by reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors, and the declaration containing information of non-financial nature pursuant to Legislative Decree no. 254 of 30 December 2016. Presentation to the Shareholders' Meeting of the consolidated financial statements of Antares Vision S.p.A. as at 31 December 2021;
• 2) Resolutions on the result for the year ended 31 December 2021;
• 3) Approval of the remuneration policy pursuant to Article 123-ter, paragraph 3-bis, of Legislative Decree No. 58 of 24 February 1998;
• 4) Resolutions on the second section of the report pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58 of 24 February 1998;
• 5) Authorisation to purchase and dispose of treasury shares, subject to revocation of the authorisation granted by the ordinary shareholders' meeting on 24 March 2021, to the extent not used.

Extraordinary part

1) Amendments to the Articles of Association: amendment of Articles 6 ("Increased voting rights"), 13 ("Appointment of directors"), 15 ("Convocation and meetings").

ORDINARY PART

Explanatory report of the Board of Directors on item 1 on the agenda of the Shareholders' Meeting in ordinary session to be held in single convocation on 22 April 2022, compiled pursuant to Article 125-ter of the Italian Consolidated Law on Finance (TUF)

Approval of the financial statements of Antares Vision S.p.A. for the year ended 31 December 2021 accompanied by reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors, and the declaration containing information of non-financial nature pursuant to Legislative Decree no. 254 of 30 December 2016. Presentation to the Shareholders' Meeting of the consolidated financial statements of Antares Vision S.p.A. as at 31 December 2021.

Dear Shareholders,

With reference to the first item on the agenda of the Shareholders' Meeting, the Board of Directors intends to submit for your approval, in accordance with law, the draft financial statements for the year ended 31 December 2021 (consisting of the Statement of Financial and Asset Position, Income Statement, Statement of Comprehensive Income, Statement of Changes in Shareholders' Equity, Statement of Cash Flows and Notes to the Financial Statements), accompanied by the relevant Report on Operations, and to present the consolidated financial statements of the Antares Vision Group for the said financial year. It should be recalled that the declaration of non-financial nature, pursuant to Legislative Decree No. 254 of 30 December 2016, containing information on environmental and social issues, personnel, respect for human rights and efforts to combat corruption, is submitted to the Shareholders' Meeting solely for information purposes, as it was not submitted for the approval of the meeting, as its approval falls within the competence of the Board of Directors. These documents will be made available to the public, within the prescribed periods and in accordance with applicable legal and regulatory provisions, at the Company's registered office, on the Company's website at www.antaresvision.com, on the Borsa Italiana S.p.A. website and on the NIS/Storage authorised storage mechanism available at , together with the report of the Board of Statutory Auditors, the report of the independent auditors on the draft financial statements as at 31 December 2021, as well as the consolidated financial statements as at 31 December 2021.

The Company's financial statements as at 31 December 2021 closed with a loss of € 280,428 and the consolidated financial statements as at 31 December 2021 closed with a net profit of € 12,347,260, of which € 12,395,990 attributable to the Group.

The Annual Financial Report has been drawn up, in accordance with the Transparency Directive, in the European Single Electronic Format (ESEF) in line with the principles set out in EU Delegated Regulation 2019/815. However, the report will also be published in PDF format for ease of reading, it being understood that only the ESEF-format version will have legal value.

We therefore submit the following proposed resolution for your attention:

"The Ordinary Shareholders' Meeting of Antares Vision S.p.A.:

• having regard to the Report on Operations and the Explanatory Report of the Board of Directors;
• having acknowledged the reports of the Board of Statutory Auditors and the independent auditors;
• having examined the Company's financial statements as at 31 December 2021 and the consolidated financial statements of the Company as at 31 December 2021;
• having noted the non-financial disclosure pursuant to Legislative Decree No. 254 of 30 December 2016;

having regard to the proposals of the Board of Directors

RESOLVES

to approve the Company's financial statements as at 31 December 2021, as proposed and explained by the Board of Directors, together with the Report on Operations produced by the Board of Directors relating to the same financial statements, which show a loss of € 280,428 and to take note of the consolidated financial statements of the Company as at 31 December 2021, showing a net profit of € 12,347,260, of which € 12,395,990 attributable to the Group, and the non-financial disclosure pursuant to Legislative Decree No. 254 of 30 December 2016".

Travagliato, 23 March 2022 The Chairman of the Board of Directors Emidio Zorzella

Explanatory report by the Board of Directors on item 2 on the agenda of the ordinary Shareholders' Meeting, convened for 22 April 2022 in a single convocation, compiled pursuant to Article 125-ter of the Italian Consolidated Law on Finance (TUF)

Resolutions on the result for the year ended 31 December 2021.

Dear Shareholders,

With reference to the second item on the agenda of the Shareholders' Meeting, the Board of Directors proposes to allocate the operating result of Antares Vision, as indicated in the Company's financial statements for the year ended 31 December 2021, amounting to a loss of € 280,428, entirely as a deduction from the extraordinary reserve.

We therefore submit the following proposed resolution for approval:

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

RESOLVES

• to allocate the operating result of Antares Vision, as indicated in the Company's financial statements for the year ended 31 December 2021, amounting to a loss of € 280,428, entirely as a deduction from the extraordinary reserve.

Travagliato, 23 March 2022

The Chairman of the Board of Directors

Emidio Zorzella