REPORT ON REMUNERATION POLICY FOR 2024 AND REMUNERATION PAID IN 2023

(approved by the Board of Directors of Antares Vision S.p.A. on 27 May 2024)

Compiled and published pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998 as amended and in accordance with the provisions of Article 84-quater and Annex 3, Schedule 7-bis and Schedule 7-ter of the Regulation on Issuers adopted by resolution No. 11971/1999 of the Italian National Stock Exchange Supervisory Commission (CONSOB) as subsequently amended, and in accordance with the Corporate Governance Code (January 2020 version).

Issuer: Antares Vision S.p.A.

Document approved by the Board of Directors on 27 May 2024 Available at https://it.antaresvision.com

LETTER FROM THE CHAIRMAN OF THE APPOINTMENTS AND REMUNERATION COMMITTEE

Dear shareholders,

As Chairman of the Appointments and Remuneration Committee, I am pleased to present to you the Report on the 2024 Remuneration Policy and the Remuneration paid for 2023, which will be submitted to the Shareholders' Meeting. The report is the result of intense work on the part of the Appointments and Remuneration Committee in 2024 with the objective of setting the guidelines for the remuneration of directors and strategic personnel, taking account of social and regulatory developments as well as the growing sensitivity and attention of investors.

During the year, the Appointments and Remuneration Committee continued to support the internal structure by actively working on analyses of the remuneration systems. Furthermore, in the exercise of our additional functions as an Appointments and Remuneration Committee, we placed great emphasis on assessing the remuneration ranges of key roles in Italy and worldwide, increasingly focusing on our role as interlocutors with the Board of Directors on decisions regarding the criteria to be adopted for the appointment of executives and strategic managers.

The Report bears witness to our ongoing commitment to comprehensively explain the Guidelines defined by Antares Vision SpA to shareholders and the market, and to ensure that remuneration is linked to the results that are actually achieved, thereby ensuring clarity and transparency for investors.

I would like to take this opportunity to thank the directors Fabiola Mascardi and Alberto Grignolo, as well as the statutory auditors Stefania Bettoni, Ramona Corti and the Chairman of the Board of Statutory Auditors Germano Giancarli for their valuable contribution to the work of the Appointments and Remuneration Committee.

Finally, I thank you, the Shareholders, for your attention to this Report, in the hope that it will meet with your full support at the shareholders' meeting.

Yours sincerely, Cristina Spagna

INTRODUCTION

This report on the remuneration policy and compensation paid (the "Report") was approved by the Board of Directors of Antares Vision S.p.A. ("Antares Vision" or the "Company") on 27 May 2024 , with the support of the Company's Appointments and Remuneration Committee (the "Committee" or the "Appointments and Remuneration Committee"), and has been produced pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented (the Italian Consolidated Law on Finance, or "TUF") and in compliance with the provisions of Article 84- quater of the regulation adopted by Consob resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Regulation on Issuers").

This Report consists of two sections.

In Section I, entitled "Company policy on the remuneration of members of administrative bodies, general managers and executives with strategic responsibilities for the 2024 financial year", sets out the 2024 policy on the remuneration of members of the Board of Directors and the Board of Statutory Auditors, general managers and executives with strategic responsibilities (the "Remuneration Policy" or "Policy") and the procedures followed to adopt and implement it. The Policy was approved by the Board of Directors on 27 May 2024, following a favourable opinion issued by the Committee on 23 May 2024. Thee Remuneration Policy contributes to the corporate strategy, the pursuit of long-term interests, and the sustainability of the Company.

In Section II, entitled "Report on remuneration paid in 2023 to members of the executive and control bodies, general managers and executives with strategic responsibilities" sets out and explains the individual components of the remuneration paid by Antares Vision and its subsidiaries to directors, statutory auditors, general managers and executives with strategic responsibilities during 2023.

The second section provides for members of the Board of Directors and the Board of Statutory Auditors and for executives with strategic responsibilities, if present:

a) an indication of each of the components that make up the remuneration, including provisions in the event of cessation of office or termination of employment and affirming their consistency with the Company's remuneration policy for the year in question;
b) an analytical explanation of the remuneration paid on any grounds and in any form during the 2023 financial year by Antares Vision and its subsidiaries or affiliated companies;
c) a description of how the company took into account the vote cast the preceding year on the second section of the report on remuneration policy and remuneration paid into account the vote cast the preceding year on the second section of the report on remuneration policy and remuneration paid;
d) details of their shareholdings in the Company.

In accordance with the provisions of Article 123-ter, paragraphs 3-bis and 3-ter, of the Italian Consolidated Law on Finance (TUF), the Remuneration Policy, as described in Section I of the Report, will be submitted to a binding vote of the Shareholders' Meeting convened in a single call for 10 July 2024 and, in accordance with the provisions of Article 123-ter, paragraph 6, of the TUF, Section II will be submitted to a non-binding vote of the Shareholders' Meeting, which will adopt a resolution for or against.

To this end, in accordance with Article 84-quater of the Regulation on Issuers, this Report will be made available to the public at the Company's registered office, in the Investors/Governance section of the website www.antaresvision.com, and in the centralised storage system, as of the twenty first day prior to the date of the Shareholders' Meeting.

Finally, it should be noted that the Shareholders' Meeting held on 28 April 2023 (i) approved Section I of the report on remuneration policy for 2023 and remuneration paid in 2022 by a binding vote, with a vote in favour

of 91.46% of the votes cast, and (ii) resolved in favour of Section II of the report on remuneration policy for 2023 and the remuneration paid in 2022 with a vote in favour of 99.686% of the votes cast. The Shareholders' Meeting held on 28 February 2024, in accordance with current legislation, then approved an amendment to the remuneration policy for the year 2023 in order to provide for the remuneration of Mr Gianluca Mazzantini as General Manager and Chief Executive Officer, with a vote in favour of 94.30% of the votes cast.

SECTION I

COMPANY POLICY ON THE REMUNERATION OF MEMBERS OF ADMINISTRATIVE AND CONTROL BODIES, GENERAL MANAGERS AND EXECUTIVES WITH STRATEGIC RESPONSIBILITIES FOR THE 2024 FINANCIAL YEAR

1. Procedure for the drafting, approval, possible revision and implementation of the Remuneration Policy

The main persons/bodies involved in the drafting, approval and possible revision of the Remuneration Policy and responsible for its proper implementation are:

the Shareholders' Meeting;
the Board of Directors;
the Appointments and Remuneration Committee;
the Control, Risks and Sustainability Committee, in its capacity as the Company's Related Party Transactions Committee;
the Executive Directors;
the Board of Statutory Auditors.

The Company did not avail itself of independent experts in the drafting of this Remuneration Policy.

Shareholders' Meeting

With regard to remuneration, the Shareholders' Meeting:

determines the pay of each member of the Board of Directors; it may also determine, pursuant to the Articles of Association, an aggregate amount for the remuneration of all Directors. These figures must be sufficient to attract, retain and motivate people with the professional skills necessary to successfully manage the Company. The Shareholders' Meeting will also determine the remuneration of each member of the Board of Statutory Auditors;
votes on the annual report on remuneration and compensation policy approved by the Board of Directors at the recommendation of the Committee;
receives information on the implementation of remuneration policies;
adopts resolutions on any share-based remuneration plans or plans based on other financial instruments intended for Directors, employees and partners, including any executives with strategic responsibilities, pursuant to Article 114-bis of the Italian Consolidated Law on Finance (TUF).

Board of Directors

The Board of Directors:

in accordance with the provisions of the code of corporate governance for listed companies adopted by the corporate governance committee of Borsa Italiana S.p.A. ("Borsa Italiana") in January 2020 (the "Corporate Governance Code"), to which the Company has adhered, has established its own internal Appointments and Remuneration Committee. At least one member of this Committee must possess adequate knowledge and experience of financial matters or remuneration policies; the Board of Directors assesses the skills at the time of appointment;
drafts, with the assistance of the Committee, the remuneration policy for members of the Board of Directors and the Board of Statutory Auditors, general managers and other executives with strategic

responsibilities;

approves the annual report on remuneration and compensation policy to be submitted to the Shareholders' Meeting;
determines the remuneration due to Directors with special responsibilities, pursuant to Article 2389, paragraph 3, of the Italian Civil Code, and sets the performance targets correlated to the variable component of this remuneration, at the recommendation of or following consultation with the Committee, in all cases in line with the remuneration policy and following consultation with the Board of Statutory Auditors;
breaks down, as provided by law, the sum total of the remuneration of all directors, including those vested with particular duties, as may be resolved by the Shareholders' Meeting;
may produce, with the support of the Committee, share-based remuneration plans or plans based on other financial instruments and submits them for approval by the Shareholders' Meeting pursuant to Article 114-bis of the TUF;
may implement share-based remuneration plans or plans based on other financial instruments on a mandate from the Shareholders' Meeting.

Appointments and Remuneration Committee

In accordance with recommendation 16 of the Corporate Governance Code, in view of the Company's operating methods, size and organisational requirements, the Board of Directors has established an internal Appointments and Remuneration Committee which performs the functions of an appointments committee pursuant to Article 4 of the Corporate Governance Code, and the functions of a remuneration committee pursuant to Article 5 of the Corporate Governance Code.

Competences

The Committee is an advisory body, tasked with assisting the Board of Directors in defining the remuneration policy for directors and executives with strategic responsibilities, taking into account remuneration practices prevailing in the sectors of reference for companies of similar size as well as comparable foreign experiences, if necessary also availing itself one or more independent external consultants.

In particular, the Committee has, inter alia, the task of:

regularly monitoring the adequacy, overall consistency and actual application of the policy for the remuneration of directors and executives with strategic responsibilities, using information provided by directors vested with specific powers, and making proposals in this regard to the Board of Directors;
submitting proposals or providing opinions to the Board of Directors on the remuneration of executive directors and other directors with specific responsibilities, as well as on the setting of performance targets related to the variable component of their remuneration, to be defined in furtherance of the Company's pursuit of sustainable success;
monitoring the implementation of decisions taken by the Board of Directors, verifying, in particular, the actual achievement of performance targets.

Composition and mode of operation

The Committee is composed of at least 3 (three) members of the Board of Directors, all of whom are nonexecutive and the majority of whom meet the independence requirements as established in the Corporate Governance Code. The Chairman of the Committee is selected from among the independent directors. Members of the Committee must have expertise that is related to the tasks they are called upon to perform. In particular, at least one member of the Committee must have adequate knowledge and experience of financial matters or remuneration policies, as assessed by the Board of Directors at the time of appointment.

As of the date of this Report, the Committee is composed of the following non-executive and independent directors: Cristina Spagna (Chair of the Committee), Fabiola Mascardi and Alberto Grignolo1.

The current Committee will remain in office until the approval of the financial statements for the year ended 31 December 2023.

With respect to operating procedures, the regulations of the Committee provide that:

i the Committee meets as often as necessary to perform its duties, or when deemed appropriate by the Chairman, including at the request of one or more of its members. Meetings are convened by the Chairman or the acting Chairman by any means that ensures full information, including by telephone or email, at least 2 (two) business days prior to the date set for the meeting, except in cases of urgency, in which shorter notice is permitted. Meetings must also be brought to the attention of the Board of Statutory Auditors, including through its Chairman;
ii Committee meetings are held including by audio and/or video conference, provided that all participants can be identified and are able to follow and participate simultaneously in the discussion of the items addressed, and to view documents in real time - at the Company's registered office or at any other location where the Committee Chairman is present. Meetings are chaired by the Chairman or, in their absence or incapacity, by the most senior member of the Committee by age;
iii the presence of a majority of members is required in order for meetings to be valid. Committee meetings may be attended by the Chairman of the Board of Statutory Auditors or by another Standing Auditor they have nominated to take their place (without prejudice to the right of other Standing Auditors to participate). At the invitation of the Chairman, other persons who are not members of the Committee but whose contribution to the work of the Committee is deemed useful by the Committee may participate in Committee meetings in connection with individual agenda items;
iv decisions of the Committee are adopted by a majority of the members participating in the meeting. Participants who have an interest of their own or on behalf of others in the subject matter of the resolution must notify the Committee and are required to abstain from voting on the matter, it being understood that no director may take part in meetings of the Committee in which proposals are made to the Board of Directors relating to their own remuneration;
v the opinions and/or proposals and/or resolutions of the Committee must be duly reflected in the minutes of the meeting. The minutes, signed by the person chairing the meeting and the meeting secretary, are transcribed into a specific register established for this purpose. At the recommendation of the Chairman, the Committee may from time to time appoint a secretary, who may be a non-member of the Committee, who is entrusted with the task of compiling the minutes of Committee meetings;
vi the Board of Directors is informed of meetings of the Committee at its earliest subsequent meeting;

¹ It should be noted that Alberto Grignolo replaced Marco Claudio Vitale as a member of the Appointments and Remuneration Committee (following his appointment by co-option on 25 January 2023) following the latter's resignation on 14 December 2022.

vii the Committee regularly verifies the adequacy of the regulations governing its own functioning and submits proposals for amendments or additions to the Board of Directors.

The Chairman of the Committee also has the task of planning and coordinating the work of the Committee, chairing and leading the relevant meetings and representing the Committee at meetings of the Board of Directors. The Chairman may also sign Committee reports and opinions to be submitted to the Board of Directors. In the event of absence or impediment, the Chairman is replaced in all powers by the most senior member of the Committee by age.

The Committee has the power to access information and company functions and departments, ensuring appropriate functional and operational links with the latter for the performance of its duties. The Committee may avail itself - at the Company's expense and in any case within the limits of the budget approved by the Board of Directors - of external consultants who are experts in remuneration policy, provided that such consultants are not in a situation that genuinely compromises their independence of judgement and, in particular, do not simultaneously provide services of such significance to the human resources department, directors, or executives with strategic responsibilities as to genuinely compromise their independence of judgement.

Executive Directors

The Executive Directors provide the Committee with all information necessary to assess the adequacy and concrete application of the remuneration policy, with particular regard to the remuneration of executives with strategic responsibilities, where applicable.

Board of Statutory Auditors

The Board of Statutory Auditors performs a consultative role on remuneration, in which it formulates opinions as required by current legislation. In particular, the Board of Statutory Auditors expresses its opinion on proposals for remuneration for Executive Directors and the other Directors with specific responsibilities. When expressing its opinion, the Board of Statutory Auditors verifies that the proposals are consistent with the remuneration policy. The Board of Statutory Auditors participates in Committee meetings.

Management of conflicts of interest

In accordance with Recommendation 26 of the Corporate Governance Code, no director may take part in Committee meetings at which proposals are made regarding their own remuneration.

As of the date of this Report, the procedure for regulating transactions with related parties adopted by the Company (the "RPT Procedure") exempts its application (i) to the shareholders' meeting resolutions referred to in Article 2389, first paragraph, of the Italian Civil Code concerning remuneration due to members of the Board of Directors of Antares Vision, (ii) to resolutions on the remuneration of Directors holding particular offices that come within the total amount determined in advance by the Shareholders' Meeting pursuant to Article 2389, third paragraph, of the Italian Civil Code, and (iii) to the shareholders' meeting resolutions referred to in Article 2402 of the Italian Civil Code concerning remuneration due to members of the Board of Statutory Auditors of Antares Vision.

In addition, the RPT Procedure does not apply to: a) share-based compensation plans approved by the Antares Vision Shareholders' Meeting pursuant to article 114-bis of the TUF and to the related executive transactions;

and b) resolutions, other than those indicated above, concerning the remuneration of Directors of Antares Vision holding particular offices, as well as executives with strategic responsibilities, provided that: (i) the Company has adopted a remuneration policy approved by the Shareholders' Meeting; (ii) a committee consisting exclusively of non-executive directors, the majority of whom are independent, has been involved in defining the remuneration policy; (iii) the remuneration assigned is identified in accordance with this policy and quantified on the basis of criteria that do not involve discretionary assessments.

2. Purposes, principles, term and process for defining and approving the Remuneration Policy

The Remuneration Policy is functional to the pursuit of the Company's sustainable success and takes into account the need to recruit, inspire and hold on to personnel with the expertise and professionalism required for their role in the Company. Accordingly, it is designed to attract, motivate and retain qualified professionals with the skills and professionalism required for optimal management and the pursuit of the Company's objectives, with a view to sustainable growth in value, by defining and implementing mechanisms for linkage between individual performance and growth in the Company's value.

The Remuneration Policy is also instrumental in aligning the interests of management with those of shareholders, in pursuit of the main objective of creating value over the medium to long term, including through the balanced and careful establishment of a close linkage between individual performance and remuneration. This objective can be achieved through the expanded and more informed involvement of shareholders, who are called upon to cast their binding vote on the Remuneration Policy.

Finally, in pursuing the objectives indicated above, the Remuneration Policy, and in particular the policy on variable remuneration components, contributes to the company's strategy, the pursuit of long-term interests, and to the sustainability of the company.

The remuneration policy is developed by the Board of Directors by means of a transparent procedure. On the recommendation of the Committee, the Board of Directors defines and adopts the Remuneration Policy as part of its regulatory framework, and in particular establishes the contents of the pay policy for members of the administration and control bodies and for incentive plans. Furthermore, when determining the remuneration of Directors holding specific positions, the Board of Directors takes into account the prior opinion of the Board of Statutory Auditors, in accordance with law and the Articles of Association. After reviewing and approving the Remuneration Policy, the Board of Directors submits it to a binding vote at the Shareholders' Meeting. The Board of Directors ensures that the remuneration paid and accrued is consistent with the principles and criteria defined in the policy, in light of the results achieved and other circumstances relevant to its implementation.

The Remuneration Policy is based on the following reference criteria and principles:

a balance between the fixed component and the variable component over the short and the long term that is appropriate and consistent with the Company's strategic objectives and risk management policy, also taking into account the business sector in which it operates, in order to avoid conduct that is inconsistent with the long-term creation of value for the Company and its shareholders. In particular, the Company believes that the variable part of the remuneration of Executive Directors has a significant impact on their overall pay;
caps on the variable components;
the measurability of the variable remuneration component, which is closely linked to the achievement of specific objectives and to the Company's performance, according to financial parameters that are clearly perceived by the market, such as EBITDA. The performance objectives, in accordance with the Corporate Governance Code, are (i) consistent with the nature of the targets set from time to time, predetermined, measurable and realistic insofar as they are clear, real in their expected results, and potentially attainable, (ii) linked to a significant extent with a long-term horizon, (iii) a priority, in that they are directly and significantly linked to the Company's medium/long-term strategy, (iv) consistent with the Company's strategic objectives and designed to achieve the Company's sustainable success non-financial parameters, where relevant, and (v) time-specific, in that they are set within a specific

time frame. The achievement of these objectives is verified at least once a year by the Board of Directors, after assessment by the Committee;

consistency with the pursuit of the Company's long-term interests, including non-financial interests, guaranteed by the way in which the variable part of the remuneration of Executive Directors is paid, according to defined thresholds and limits; contribution to the Company's strategy and sustainability;
the setting of an adequate period of deferral after the time of maturity for payment of a significant portion of the variable component, consistent with the Company's business and risk profile;
the establishment of scales of performance to ascertain and reward the value of management.

The said reference principles of the Remuneration Policy also take into account the Company's adherence to and promotion of corporate sustainability through constant focus on ESG (Environmental, Social and Governance) values - which the Antares Vision group (the "Group" or the "Antares Vision Group") as a whole promotes. These values are also guaranteed by the Control, Risks and Sustainability Committee, to guide not only the relevant business model, but also the entire corporate entity on a day-to-day basis. Therefore, for the purposes of disbursement of variable remuneration (short and/or medium-long term), objectives more closely linked to sustainability and ESG values have been assessed and introduced alongside objectives linked to economic and financial performance. The selected indicators are aligned with the challenges that primarily face the parent company, but in the long run all the entities belonging to the Antares Vision Group ecosystem, must face in terms of sustainability. These indicators are explained and substantiated from a perspective of transparency and consistency in the non-financial disclosure published by the Company.

The fixed and variable remuneration components for Executive Directors are adequately balanced so that the fixed remuneration is sufficient to remunerate the performance of the person concerned in the event that the variable component is not disbursed because its related goals have not been achieved.

The policy for the remuneration of non-executive directors provides for remuneration commensurate with the competence, professionalism and commitment required for the duties assigned to them within the Board of Directors and Board committees. This remuneration is not linked to financial performance objectives.

The remuneration of members of the Board of Statutory Auditors is commensurate with the competence, professionalism and commitment required for their role and the size, sectoral characteristics and situation of the company.

This Remuneration Policy also takes into account the pay and working conditions of Group employees. In particular, this Remuneration Policy consists of Company-wide tools and logic aimed at attracting, incentivising and retaining people with the professional qualities needed to help define the Company's growth strategy and to strengthen its long-term interests and sustainability.

The policy is based on the principles of fairness, equal opportunities, meritocracy and market competitiveness.

Specific criteria are taken into account when defining the remuneration of the Company's staff, including comparison with the external market and fairness within the Company, the characteristics of the role and responsibilities assigned, as well as the distinctive skills of the people involved, always with a view to maximum objectivity in order to avoid any form of discrimination.

In order to retain personnel with the required expertise and professionalism, the remuneration of directors, executive and non-executive, and members of the supervisory body to be appointed at the Shareholders' Meeting of 10 July 2024 will be defined taking into account the remuneration practices prevailing in the sectors of reference and for companies of a comparable size, also taking into account comparable foreign experiences and having recourse to an independent consultant where necessary. The remuneration policies of other companies have not been taken as a reference in the definition of the Remuneration Policy.

This Remuneration Policy has a duration of one year and will therefore remain in force until the approval of the Remuneration Policy for the 2025 financial year.

In accordance with applicable legislation, the Shareholders' Meeting held on 28 April 2023 approved by binding vote the remuneration policy for 2023 as described in Section I of the report on remuneration policy for 2023 and the compensation paid in 2022, with 91.46% of the votes cast in favour, a result which was essentially in line with that of previous Shareholders' Meetings. The Shareholders' Meeting held on 28 February 2024, in accordance with current legislation, then approved, with 94.30% of the votes cast in favour, an amendment to the remuneration policy for the year 2023 in order to provide for the remuneration of Mr Gianluca Mazzantini as General Manager and Chief Executive Officer.

The votes produced a large majority in favour, thereby rewarding the remuneration policy for 2023 and its amendment.

Several changes have been made to the Remuneration Policy compared to the remuneration policy for 2023, including changes to the process of consolidating the Group's management structure, the MBO and LTI system, and the introduction of a procedure for derogation from the Remuneration Policy, as indicated in the following paragraphs of Section I of this Report.

This revision takes into account the votes and assessments made by shareholders at the Shareholders' Meeting of 28 April 2023 and 28 February 2024 and thereafter. In fact, particular attention was paid to the findings emerging from a study and in-depth analysis of the results of the shareholders' meeting vote and the feedback received from shareholders, as well as the results of engagement with proxy advisors. In this regard, great importance is attached to the ongoing interaction with all stakeholders in the company and every opportunity potential development is pursued, with a view to constant improvement in the adoption of best market practices.

3. Remuneration of members of the management and control bodies, general managers and executives with strategic responsibilities

1. Board of Directors

As of the date of this Report, the Board of Directors is composed as follows:

Emidio Zorzella Chairman of the Board of Directors and Director with delegated powers;
Gianluca Mazzantini Chief Executive Officer;
Massimo Bonardi Director with delegated powers;
Alioscia Berto Director with delegated powers;
Fabio Forestelli Director with delegated powers over the subsidiary FT System S.r.l.;
Alberto Grignolo Non-Executive Director, Independent Director;
Martina Paola Alessandra Monico Non-executive Director;
Fiammetta Roccia Non-executive Director;
Cristina Spagna Non-executive Director, Independent Director;
Fabiola Mascardi Non-Executive Director, Independent Director.

At its meeting of 22 February 2021, the Shareholders' Meeting resolved to allocate a total annual remuneration of €25,000 for each Director, to be determined pro rata in relation to the period of the financial year during which each member of the Company's Board of Directors held the relevant office.

On 28 February 2024, the Shareholders' Meeting, in agreement with the proposal of the Board of Directors to supplement the expertise present on the Board and to strengthen the Company's organisational structure, resolved: (i) to increase the number of members of the Company's Board of Directors from 9 to 10; (ii) to appoint Gianluca Mazzantini as a member of the Board of Directors of Antares until the expiry of the current Board of Directors, i.e. until the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2023; and (iii) to grant the newly elected director the same remuneration as other members of the Board currently in office, amounting to €25,000 gross per annum pro-rata temporis, without prejudice to the quantification of the remuneration for Directors with special duties as established pursuant to Article 2389, paragraph 3, of the Italian Civil Code.

At the meeting held on 28 February 2024, the Shareholders' Meeting also resolved to approve the amendment to the remuneration policy for 2023 in order to provide for the remuneration of Gianluca Mazzantini as General Manager and Chief Executive Officer, under the terms described in the document "Amendment to the 2023 Remuneration Policy", which is available in the "Investor Relations" – "Shareholders' Meetings" – "2024" section of the Company website at www.antaresvisiongroup.com and on the authorised storage mechanism, available at , to which reference should be made for further information.

The Shareholders' Meeting convened for 10 July 2024 for approval of the financial statements as at 31 December 2023 will be called on, inter alia, to renew the Board of Directors and therefore to resolve, pursuant to Article 17 of the Articles of Association, on the determination of the remuneration of the members of the Board of Directors.

The guidelines set out in the Remuneration Policy will therefore be applied by the new Board of Directors, which will be responsible for the specific determination of the remuneration of Directors vested with particular powers and non-executive directors for participation in board committees, in implementation of the applicable legislative and statutory provisions and in accordance with what will be resolved at the Shareholders' Meeting of 10 July 2024.

2. Directors vested with particular powers and General Manager

From a legal and statutory standpoint, the remuneration of Company Directors vested with particular powers is determined according to the procedures set out in Article 2389, paragraph 3, of the Italian Civil Code, which states: "The remuneration of directors holding particular positions in accordance with the articles of association is established by the board of directors, following consultation with the Board of Statutory Auditors. If the Articles of Association so provide, the Shareholders' Meeting may determine an overall sum for the remuneration of all directors, including those vested with particular duties".

Pursuant to Article 17 of the Articles of Association: "The remuneration of directors vested with special duties is established by the Board of Directors, following consultation with the Board of Statutory Auditors. The Shareholders' Meeting is entitled to determine a total sum for the remuneration of all directors, including those vested with special duties, to be divided by the Board of Directors in accordance with law".

By way of remuneration for employment for a permanent managerial nature with the role of General Manager (the "Employment"), of Mr Gianluca Mazzantini, provision is made for: (i) a gross annual salary of €270,000 (two hundred and seventy thousand Euro), to be paid on a pro rata basis in accordance with the applicable National Collective Labour Agreement; and (ii) participation in a share incentive plan under the terms described in greater detail in paragraph 4 below.

Components of remuneration

The remuneration of Directors vested with particular duties may include, in addition to the total annual remuneration due to each Director, a gross fixed annual component and a variable component. When determining the remuneration and its individual components, the Board of Directors, on the proposal of the Appointments and Remuneration Committee, takes into account (i) of the specific content of the delegations of power granted, thereby ensuring that, in the case of the variable component, the remuneration is consistent with the nature of the assigned tasks; and/or (ii) the functions and role actually performed in the Company; and/or (iii) the market benchmark for positions comparable in terms of complexity and responsibility, relating to the identified peer group.

Gross fixed annual component

The gross fixed annual component is an annual total for directors with particular duties (in addition to the annual total remuneration due to each Director) and, in the case of the variable , must be sufficient to remunerate the performance of the Director vested with particular duties in the event that the variable component is not disbursed because the performance objectives set by the Board of Directors have not been achieved.

The level of fixed remuneration is mainly related to (i) professional specialisation; (ii) the organisational role held; (iii) responsibilities; and (iv) market practice for comparable positions and professionalism.

Variable component

The variable component of the remuneration of Directors vested with particular duties may consist of shortterm variable remuneration (MBO - management by objectives) and possibly also medium/long-term variable remuneration (LTI - long-term incentive).

In this regard, the Company and Group system for management remuneration is designed to attract, motivate and retain key personnel and is defined in such a way as to align the interests of management with those of the Shareholders, pursuing the main objective of creating sustainable value over the medium to long term through an effective and verifiable link between remuneration on the one hand, and the performance of individuals and of the Antares Vision Group on the other.

Taking the Group's business into account, the Board of Directors concluded that twelve-month time horizons enable the setting of targets that are sufficiently consistent with the trend of the market in which the Company operates and consistent with a prudent risk management policy.

The variable component is paid on a deferred basis, subject to approval of the annual financial statements, so as to enable proper management of corporate risks in the context of the company's Remuneration Policy.

In terms of its measurement, short-term (MBO - management by objectives) and medium-/long-term (longterm incentive) variable remuneration is determined by reference to market practice.

Amount of remuneration

The guidelines set out in the Remuneration Policy will therefore be applied by the new Board of Directors, which will be responsible for the specific determination of the remuneration of directors vested with particular powers and non-executive directors for participation in board committees, in implementation of the applicable legislative and statutory provisions and in accordance with what will be resolved at the Shareholders' Meeting of 10 July 2024.

Without prejudice to the above, the amount of remuneration paid to Directors vested with particular as at the date of the Report is set out below.

Gianluca Mazzantini is paid for his Contract of Employment (as specified above) and for his position as Chief Executive Officer.

By way of remuneration for his position as Chief Executive Officer, Gianluca Mazzantini is granted:

a fixed emolument for each financial year pro rata temporis which includes (i) as provided for each Director, a total fixed gross annual remuneration of €25,000 (twenty five thousand Euro) for his position of Director, and (ii) a total fixed gross annual remuneration of €100,000 (one hundred thousand Euro) for his position as Chief Executive Officer;
a variable emolument (MBO) for each financial year (recognised pro rata temporis) based on the achievement of objectives set by the Board of Directors and amounting to, at most, €150,000 (one hundred and fifty thousand) gross per annum; in the event that Gianluca Mazzantini is not renewed on natural expiry date of his office as Chief Executive Officer (including any subsequent renewals), the variable emolument, by separate agreements, will become part of the remuneration paid to him for his Employment.

Emidio Zorzella is granted:

a fixed emolument for each financial year pro rata temporis which includes (i) as provided for each Director, a total fixed gross annual remuneration of €25,000 (twenty five thousand Euro) for his position of Director, and (ii) a fixed gross annual remuneration totalling €110,000 (one hundred and ten thousand Euro) in respect of the duties assigned to him by the Board of Directors;
a gross annual remuneration of \$450,000 (four hundred and fifty thousand Euro), until 31 December 2024 pursuant to the Employment Agreement entered into by Emidio Zorzella with Antares Vision, Inc. on 1 February 2023, concerning the role of Emidio Zorzella as chairman of the board of directors of Antares Vision Inc.;
a variable emolument (MBO) for each financial year (recognised pro rata temporis) based on the achievement of objectives set by the Board of Directors, and of a maximum amount of €150,000 (one hundred and fifty thousand Euro) gross per annum.

With respect to the Employment Agreement entered into with Antares Vision, Inc., Emidio Zorzella agreed to have his gross annual compensation reduced by 25% as of May 2024. This remuneration therefore increased from \$450,000 (four hundred and fifty thousand Dollars) to \$337,500 (three hundred and thirty seven thousand five hundred Dollars). Subject to the approval of the Remuneration Policy and to the adoption by the competent corporate bodies, including the Appointments and Remuneration Committee and the Board of Directors, of the necessary resolutions within their respective spheres of competence, the said Employment Agreement, with its provision for gross annual remuneration of \$337,500 (three hundred and thirty seven thousand five hundred Dollars), may be extended until the expiry of the mandate to be granted to the Board of Directors appointed by the Shareholders' Meeting of 10 July 2024.

Massimo Bonardi is granted:

a fixed emolument for each financial year pro rata temporis which includes (i) as provided for each Director, a total fixed gross annual remuneration of €25,000 (twenty five thousand Euro) for his position of Director, and (ii) a fixed gross annual remuneration totalling €195,000 (one hundred and ninety-five thousand Euro) as consideration for his position as director with delegated powers;
a variable emolument (MBO) for each financial year (recognised pro rata temporis) based on the achievement of objectives set by the Board of Directors, and of a maximum amount of €150,000 (one hundred and fifty thousand Euro) gross per annum.

Pay Mix

The remuneration policy described for the directors vested with particular powers who are granted not only fixed, but also variable remuneration, is determined with the aim of achieving an optimum balance between fixed, short-term (MbO) and long-term (LTI) components, depending on the full or partial achievement of corporate objectives.

In this regard, it should be noted that the balance between the fixed and variable components of the remuneration within the total remuneration package will be established - in line with previous years - having regard to the Company's strategic objectives, taking into account the Company's characteristics, but in any case providing that the variable portion constitutes a significant part of total remuneration.

3. Executives with Strategic Responsibilities

In terms of remuneration policy, the remuneration of executives with strategic responsibilities may be composed not only of a fixed component (possibly consisting of a base salary and other contractually agreed forms of ongoing remuneration), but also of a variable component, both short-term (MBO) and medium-long term (LTI), linked to predetermined, measurable objectives and to the creation of value for shareholders.

As of the date of this Report, Fabio Forestelli, due to his executive and strategic role in the subsidiary FT System S.r.l., Gianfranco Landolfi, due to his key role in the Lifescience & Cosmetics sector, and Mattia Assanelli, due to his key role in the Service sector, have been identified as executives with strategic responsibilities in the Company.

It is understood that the Remuneration Policy may also be applied to other executives with strategic responsibilities who may be identified by the Company during the year of reference of the policy, whose remuneration will be established by applying the guidelines set out in the Remuneration Policy.

Note that as of the date of this Report, with regard to the medium/long-term incentive system (LTI) based on financial instruments, Fabio Forestelli is the beneficiary of the First Stock Option Plan and Gianfranco Landolfi is the beneficiary of the First Stock Option Plan.

As of the date of this Report, neither the executive directors Massimo Bonardi and Alioscia Berto nor Fabio Forestelli are employed by Antares Vision or other Group companies. On the contrary:

Gianluca Mazzantini is linked to the Company by employment under a contract entered into on 22 January 2024, concerning the role of Gianluca Mazzantini as General Manager;
Emidio Zorzella is linked to the company Antares Vision Inc. by employment under a contract entered into on 1 February 2023, concerning Emidio Zorzella's role as Chairman of the Board of Directors of Antares Vision Inc;
Gianfranco Landolfi is linked to the Company by employment under a contract entered into on 19 March 2012, subsequently amended² , concerning the role of Gianfranco Landolfi as a General Manager of the Lifescience & Cosmetics Business Area;
Mattia Assanelli is linked to the Company by employment under a contract entered into on 10 March 2014, subsequently amended, concerning the role of Mattia Assanelli as General Manager of the Service Business Area and Member of the Supply Chain Transparency Steering Committee.

² It should also be noted that by virtue of the position of General Manager for the Lifescience & Cosmetics business area taken on by Gianfranco Landolfi on 11 October 2022, the Company and Gianfranco Landolfi signed a new "Non-competition and transfer ban agreement".

Pay Mix

The remuneration policy described for executives with strategic responsibilities who are granted not only fixed, but also variable remuneration, is determined with the aim of achieving an optimum balance between fixed, short-term variable (MbO) and long-term variable (LTI) components, depending on the full or partial achievement of corporate objectives.

Pursuant to the Remuneration Policy, in relation to the remuneration of executives with strategic responsibilities, considering all the short-term variable target components, the fixed component has a percentage weighting of no more than 70% of the total annual remuneration and the sum of such variable target components has a percentage weighting of no less than 30% of the total remuneration.

4. The variable component of remuneration

i) Short-term variable component – Management by Objectives

The payment of the short-term variable component (MBO) for Directors vested with particular powers and executives with strategic responsibilities is linked to the achievement of performance targets.

The Board of Directors, on the proposal of the Appointments and Remuneration Committee, identifies these performance targets and determines the maximum amount of variable annual remuneration for Directors vested with special powers and for executives with strategic responsibilities to be paid according to their achievement.

The performance targets for Directors vested with particular powers and executives with strategic responsibility may be measurable on a continuum (typically according to economic or time factors), or linked to particular projects and fall under the category "corporate targets" and the category "individual targets".

Corporate targets are economic-financial objectives and also apply to all corporate personnel entitled to a variable component of their remuneration. The corporate targets identified for the 2024 financial year are Group EBITDA and Group NFP.

Individual targets are individually tailored to the position and area of responsibility of the person concerned. The individual targets for the Chief Executive Officer, executives with strategic responsibilities, and other senior managers must include at least one ESG objective.

For the purposes of completeness, it should be noted that the individual targets (including ESG objectives) of the senior managers called upon to manage a certain Unit - regardless of the Function (e.g. Administration Finance Control, Human Resources, IT), the Business Area (LS&C, FMCG, Supply Chain Transparency, Service) or the Branch (legal entity operating in a market/country) - become "Unit targets", i.e. objectives that are the same for all employees who are members of the Unit concerned; these Unit targets are therefore in addition to the individual targets of such employees.

MBO-related performance targets must be challenging, measurable and relevant to the individual concerned. Therefore, they exclude targets of a merely evaluative or behavioural nature.

The following table shows an indicative MBO target allocation scheme for Directors vested with particular duties, executives with strategic responsibilities and for executives with strategic responsibilities, it being

understood in all cases that the Shareholders' Meeting convened for 10 July 2024 to approve the financial statements as at 31 December 2023 will be called on, inter alia, to renew the Board of Directors.

Gianluca Mazzantini – Group NFP 50% Chief Executive Officer Corporate Group EBITDA 30% and General Manager Individual ROI 10% ESG target – 20% increase in the proportion of female managers on the Group Management 10%



Committee (Global Management Team)
Massimo Bonardi – Corporate Group NFP 25%
Director with Group EBITDA 25% delegated powers and
Chief Technology Individual Strategic Project 15%
Officer Strategic Project 10%
Strategic Project 15%
ESG objective - Optimise LIGHT Project and Robin AI project 10%

Emidio Zorzella - Group NFP 50%
Chairman of the Board Corporate Group EBITDA 30% of Directors and
Director with Individual Strategic Project 10%
delegated powers ESG objective - Achieve at least 85% of the "ESG – LTI Scorecard" targets 10%
Alioscia Berto – Senior Group NFP 50%
Financial Advisor Corporate Group EBITDA 30%
Individual Internal Audit Project 10%
Consolidating ERM (Enterprise Risk Management) and integration of ESG issues (risks and 10% opportunities)
Fabio Forestelli – Group NFP 25%
General Manager of Corporate Group EBITDA 25% Fast Moving
Consumer Goods Individual FMCG Net Sales 5%
(FMCG) FMCG EBITDA 20%
FMCG Operating Cash Flow 15%
ESG target - Increase FT Italia's use of electricity from renewable sources to 80 per cent 10%
Gianfranco Landolfi – Group NFP 25%
General Manager Life Corporate Group EBITDA 25% Science & Cosmetics
Individual LS&C net sales 5%
LS&C EBITDA 20%
Operating Cash Flow LSC&C 15%
ESG target – Definition of a new cost-based inter-company policy to strengthen the 'One 10% Company' concept'

Mattia Assanelli		Group NFP	25%
General Manager Service and Member	Corporate	Group EBITDA	25%
of the SCT Steering Committee	Individual	Service EBITDA	20%
		ESG objective - Improvement in hours allocated to Field Operations clients	10%
		Strategic Project	10%
		Data Collection on Customer Complaints	10%
Stefano De Rosa – Chief Financial Officer3		Group NFP	50%
	Corporate	Group EBITDA	30%
	Individual	Internal Audit Project	10%
		Consolidating ERM (Enterprise Risk Management) and integration of ESG issues (risks and opportunities)	10%

Note that the target levels of performance targets are not provided in order to protect the confidentiality of commercially sensitive information and/or unpublished forecast data.

Payment of the MBO is subject to passing an 'access gate' under which no incentive is paid in the event of failure to achieve corporate targets (Group EBITDA and Group NFP) overall or individually. Specifically, the percentage achievement of the two objectives in relation to the identified targets must at least reach 85% overall, and individually each objective must exceed at least 80%. The MBO is therefore only paid out if the 'gate' is passed and according to the degree of achievement of individual performance targets.

Individual performance targets are assessed individually, and the minimum threshold for payment in relation to each individual target within the "individual targets" category (or "Unit Targets" for the rest of the corporate personnel as indicated above) is 85% of the target. For this reason, each individual target that exceeds the minimum under-achievement threshold pays the relevant share even if - overall - the "individual targets" category is below the 85% threshold. For so-called "discrete" targets - i.e. those which are measured on the basis of whether or not what is required has been achieved, where possible and appropriate, the quality of what has been produced, i.e. whether the result is acceptable or "close to achievement" can be assessed.

Each individual target is assigned a relative percentage weighting. The sum of all the weightings linked to targets in the "individual targets" category, together with the two corporate objectives assessed overall, leads to a total result of 100% of the value of the MBO.

When assessing results, the weightings of the various targets are multiplied by the pay-out values on the basis of the rules set out in the diagram below, resulting in a relative result for each target and, when added up, the final value of the overall MBO pay-out percentage.

This result is in turn multiplied by the expected MBO value either expressed as an absolute value or as a percentage of the gross annual salary.

On 13 May 2024, the Board of Directors, on the proposal of the Appointments and Remuneration Committee, resolved on the maximum annual variable remuneration (MBO) for Directors vested with particular powers,

³ Given the provisions of the relevant employment contract, Stefano De Rosa will be able to take on the role of executive with strategic responsibilities during the 2024 financial year upon his appointment as manager in charge of drafting corporate accounting documents.

executives with strategic responsibilities and senior managers for the 2024 financial year, to be paid out based on the achievement of certain short-term objectives.

The following table summarises the mechanisms for calculating the MBO actually due to eligible persons.

Role	MBO Target	Achievement	Over-achievement
Gianluca Mazzantini – Chief Executive Officer and General Manager	€150,000	85% minimum threshold - linear payment up to 100%	NO
Massimo Bonardi – Director with delegated powers and Chief Technology Officer	€150,000	85% minimum threshold - linear payment up to 100%	NO
Emidio Zorzella - Chairman of the Board of Directors and Director with delegated powers	€150,000	85% minimum threshold - linear payment up to 100%	NO
Fabio Forestelli – General Manager of Fast Moving Consumer Goods (FMCG)	€100,000	85% minimum threshold - linear payment up to 100%	NO
Gianfranco Landolfi – General Manager Life Science & Cosmetics	50% of gross annual salary (base January year of valuation)	85% minimum threshold - linear payment up to 100%	NO
Mattia Assanelli - General Manager Service and Member of the SCT Steering Committee	40% of gross annual salary (base January year of valuation)	85% minimum threshold - linear payment up to 100%	Up to 115% linear From 115% to 120% = 115% > 120% <150% = 120% >150% =130%
Alioscia Berto – Senior Financial Advisor	€100,000	85% minimum threshold - linear payment up to 100%	NO
Stefano De Rosa – Chief Financial Officer	€100,000	85% minimum threshold - linear payment up to 100%	NO

The MBO is disbursed in a single payment following the approval of the consolidated financial statements for the year to which the performance targets refer and verification of the achievement of the targets, together with the fulfilment of any further contractual conditions (e.g. still being an employee at the time the MBO is paid, not being under notice of resignation, the absence of certain disciplinary sanctions in the period of reference).

The Board of Directors verifies the achievement of performance targets in relation to the MBO for Directors vested with particular powers and executives with strategic responsibilities, following assessment by the Appointments and Remuneration Committee.

ii) Medium-/long-term incentive system (LTI) based on financial instruments

In accordance with best market practice adopted by listed companies at national and international level, the Company believes that performance-related remuneration plans based on financial instruments are an effective means of incentive and retention for individuals in key positions, maintaining and improving high

performance and contributing to the growth and success of the companies, while also contributing to the alignment of management decisions with the long-term interests of shareholders.

The "First SOP" plan

On 20 May 2020, the Shareholders' Meeting of Antares Vision voted for a share-based incentive plan (the "First Stock Option Plan" or the "First SOP"), to be implemented through the free allocation of up to 1,000,000 options (the "Options") for the subscription and/or paid allocation of ordinary shares representing the Company's capital to its executive directors and key employees and those of its direct or indirect subsidiaries, to be identified with regard to their role within the Antares Vision Group and the incentive and loyalty function of the Plan. In particular, the Board of Directors (with the right to delegate to one or more of its members) identifies the beneficiaries from among the managerial staff of the Antares Vision Group, including the Company's Executive Directors and executives with strategic responsibilities, who occupy positions considered by the Board of Directors, with the support of the Committee, to be significant for the growth and sustainability of the Group's business (the "Beneficiaries"), and also determines the number of Options assigned to each of them in three different tranches as follows:

a maximum of 333,334 Options to a first tranche of Beneficiaries, assigned on 22 June 2020 and 20 July 2020;
a maximum of 333,333 Options to a further tranche of Beneficiaries already assigned on 20 May 2021;
a further maximum of 333,333 Options to one or more additional tranches of Beneficiaries (some or all of whom may have already been Beneficiaries), within a deadline of 24 months of the date of approval of the Plan at the Shareholders' Meeting, i.e. by 20 May 2022.

At the meeting of the Board of Directors on 10 May 2022, the executive directors Emidio Zorzella, Massimo Bonardi, Alioscia Berto and Fabio Forestelli waived the options granted to them at the time of the allocation of the First Stock Option Plan, which is now disbursed, and associated with the third vesting cycle, for a total of 36,000 options (of which 11,000 were due to Emidio Zorzella and Massimo Bonardi, and 7,000 to Alioscia Berto and Fabio Forestelli), so that they could be assigned to employees of the Group, thereby expanding the relevant retention plan.

The "Second SOP" plan

On 24 March 2021, the Shareholders' Meeting of Antares Vision voted for a share-based incentive plan (the "Second Stock Option Plan" or the "Second SOP"), to be implemented through the free allocation of up to 1,000,000 options (the "Options") for the subscription and/or paid allocation of ordinary shares representing the Company's capital to its executive directors and key employees and those of its direct or indirect subsidiaries, to be identified with regard to the role played within the Antares Vision Group and the incentive and loyalty function of the Plan. As with the previous plan, the Board of Directors (with the right to delegate to one or more of its members) identifies the beneficiaries from among the managerial figures of the Antares Vision Group, including the Company's Executive Directors and executives with strategic responsibilities, who occupy positions considered by the Board of Directors, with the support of the Committee, significant for the growth and sustainability of the Group's business (the "Beneficiaries"), and also determines the number of Options assigned to each of them in three different tranches as follows:

a first tranche of Beneficiaries, assigned on 24 June 2021;
one or more additional tranches of Beneficiaries (some or all of whom may have already been Beneficiaries), within a deadline of 15 months of the date of approval of the Plan at the Shareholders'

Meeting, i.e. by 24 June 2022;

• one or more additional tranches of Beneficiaries (some or all of whom may have already been Beneficiaries), within a deadline of 30 months of the date of approval of the Plan at the Shareholders' Meeting, i.e. by 24 September 2023.

Scope and methods of implementation of the Stock Option Plans

The First SOP and the Second SOP (the "Stock Option Plans" of the "Plans") provide for the free allocation to Beneficiaries of a predetermined number of Options, each of which entitles the respective Beneficiary to subscribe or purchase 1 (one) ordinary share, in return for the payment of a price, provided that there is an ongoing employment relationship and subject to the achievement of predetermined targets set by the Board of Directors (or one or more of its members to whom it has delegated this task). This price is predetermined by taking into account the average closing prices recorded in the last month prior to the date of allocation of the Options.

The Options will accrue over a predetermined period of time but, even once they have accrued, they may not be exercised before the end of the vesting period.

More specifically, the Options granted to the Beneficiaries:

will accrue, in whole or in part, subject to the Beneficiaries achieving specific objectives identified by the Board of Directors from time to time, as established in detail by the Plan implementation regulations adopted by the Board of Directors itself. The objectives to which the accrual of the Options is linked are predetermined, objectively measurable and uncertain in order to guide the performance of the Beneficiaries, and they are derived from a combination of the Antares Vision Group's results and specific individual and/or company objectives. At the end of each reference period, the Board of Directors will verify, with reference to each Beneficiary, the achievement of the objectives set out in the Plans.
may be exercised by the respective Beneficiary only after their vesting period, it being understood that this period is longer for Directors (48 months from the date of allocation of the Options) than for all other Beneficiaries (36 months from the date of allocation of the Options). It is in any case understood that for the Company's executive directors and executives with strategic responsibilities, the vesting period will be at least 3 years from the date of commencement of trading in the ordinary shares and warrants of Antares Vision on the Euronext STAR Milan.

Options may also be exercised only within pre-defined time windows. Options not exercised within such predetermined time windows will in any case be automatically terminated without the assignees being entitled to any indemnity or compensation of any kind.

Not only for the purposes of accrual, but also for the purposes of the valid exercise of the Options accrued, it will also be necessary that, at the time of exercise, the employment or management relationship between the Beneficiary and Antares Vision (or another company of the Antares Vision Group) is still in place. The regulations for each Plan govern the fate of the Options accrued and not yet exercised if the relationship between the Beneficiary and the Company (or another company of the Antares Vision Group) ceases to exist.

Incentive plan for the General Manager

On 28 February 2024, the Shareholders' Meeting of Antares Vision approved an incentive plan for Gianluca Mazzantini as General Manager in view of his prominent position and the key role that he will play in the Company's development (the "GM Plan").

The GM Plan provides for the General Manager to be the beneficiary of a stock incentive scheme involving up to 1,382,422 ordinary shares of the Company, with a term of 5 years - strictly connected to the performance targets (80% tied to company and/or Group economic results and 20% to "ESG" targets) that must be achieved in the said time frame, consistently with the strategic/industrial plan drawn up by the General Manager with a duration of 3 years and approved by the Company's Board of Directors, together with additional two-year targets for the fourth and fifth year of the GM Plan's term, again drawn up by the General Manager and approved by the Board of Directors.

In relation to each year of the term of the GM Plan, the Board of Directors, after verifying the fulfilment of the relevant vesting conditions (including the achievement of the performance targets) following the Board's approval of the consolidated financial statements for the year of reference of each cycle, will notify the General Manager of the final allocation of the tranche of shares for the cycle concerned.

The performance targets of the DG Plan are as follows: Group EBITDA (with a weighting of 50%); Group NFP (with a weighting 30%); ESG targets (with a weighting of 20%). With regard exclusively to the financial performance targets (i.e. not those related to ESG objectives), the GM Plan provides for a tolerance limit set out as follows: (a) in the event of a deviation from the annual financial performance targets of up to 15%, the shares of the relevant annual tranche will all be deemed to be definitively granted; (b) in the event of a deviation of between 15% and 20%, the shares of the relevant annual tranche will be deemed to be definitively granted in proportion to the results actually achieved (i.e. each percentage point of deviation will have a 20% weighting) (c) in the event of a deviation of 20% or more, the General Manager will be obliged, each year, to return, within and no later than 10 calendar days of the Board of Directors' ascertainment of the non-achievement of the said targets, in return for payment by the Company of the subscription price, the tranche of shares assigned to him in advance, without any entitlement and/or claim whatsoever, including effects suffered due to taxation at the time of the assignment of said portion of shares.

Note that the target levels of performance are not provided in order to protect the confidentiality of commercially sensitive information and/or unpublished forecast data.

For further information on the GM Plan, see the relevant information documents produced in accordance with Article 114-bis of the TUF and Article 84-bis of the Regulation on Issuers, which is available to the public at the Company's registered office, in the "Investor Relations" – "Shareholders' Meetings" – "2024" section of the Company website at www.antaresvisiongroup.it and on the authorised storage mechanism at , within the terms established in applicable legislation.

Share-based incentive plan

The Shareholders' Meeting of Antares Vision to be held on 10 July 2024 will be called upon to resolve on the approval of a share incentive plan for executive directors and other executives with strategic responsibilities, as well as employees at executive or management level of the Company or subsidiaries due to the strategic importance of their roles (the "Share Plan").

On the basis of the contractual documentation signed by the Company with the persons concerned, Alessandro Cazzaniga (Antares Vision 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) are identified as beneficiaries of the Share Plan.

The Share Plan provides for the persons concerned to be the beneficiaries of a 5-year stock incentive scheme strictly linked to annual performance targets (80% linked to financial performance targets and 20% to nonfinancial performance targets) to be achieved within the said time frame, according to a three-year strategic/industrial plan approved by the Company's Board of Directors as well as, for the remaining period, additional annual targets for the fourth and fifth year of the term of the Plan, again approved by the Board of Directors.

For each year of the term of the Share Plan, the Board of Directors, after verifying fulfilment of the relevant vesting conditions (including the achievement of the performance targets) following its approval of the consolidated financial statements for the year of reference of each cycle, will notify each beneficiary of the option to subscribe to the tranche of shares relating to that cycle.

The performance targets of the Share Plan are as follows: Group EBITDA (with a weighting of 50%); Group NFP (with a weighting 30%); non-financial performance targets (with a weighting of 20%). With regard exclusively to the financial performance targets (i.e. not those related to the non-financial performance targets), the Share Plan provides for a tolerance limit set out as follows: (a) in the event of a deviation from the annual financial performance targets of up to 15% (inclusive), the shares of the relevant annual tranche shall be deemed to be assigned; (b) in the event of a deviation of between 15% and 20% (not inclusive), the shares of the relevant annual tranche shall be assigned in proportion to the results actually achieved (i.e. each percentage point deviation will have a 20% weighting) (c) in the event of a deviation of 20% or more, the beneficiary will definitively forfeit the right to receive the shares of the relevant annual tranche, without entitlement to any right and/or claim, including rights and/or claims of a compensatory nature, and without the Company being obliged to pay him any amount and/or allocation, even by way of replacement.

For further information on the Share Plan, see the relevant information documents produced in accordance with Article 114-bis of the TUF and Article 84-bis of the Regulation on Issuers, which is available to the public at the Company's registered office, in the "Investor Relations" – "Shareholders' Meetings" – "2024" section of the Company website at www.antaresvisiongroup.it and on the authorised storage mechanism at , within the terms established in applicable legislation.

Non-financial performance targets of the GM Plan and the Share Plan

The GM Plan and the Share Plan provide that the non-financial component of the LTI for each participant, in the case of ESG objectives, derives from the so-called 'ESG Scorecard', i.e. the totality of the ESG sub-targets identified for each of the three areas (Environment – Social – Governance).

In case of ESG targets, the relevant ESG target - if any - is extrapolated for each individual member of the LTI programme if already assigned in the annual MBO so as not to duplicate the result. The ESG target is to positively achieve at least 85% of the objectives of the "ESG scorecard - LTI" (14 out of 16 in the case of extrapolation of a target - otherwise 15 out of 17). An achievement of at least 85% of the relevant sub-targets is deemed to be 100%, while an incomplete but satisfactory (85%) achievement of 85% of the results, or 72% of the results achieved in a 100% complete manner, is deemed to be above the threshold.

For further information on the GM Plan and the Share Plan, see the relevant information documents produced in accordance with Article 114-bis of the TUF and Article 84-bis of the Regulation on Issuers, which are available to the public at the Company's registered office, in the "Investor Relations" – "Shareholders' Meetings" – "2024" section of the Company website at www.antaresvisiongroup.it, and on the authorised storage mechanism at , within the terms established in applicable legislation.

Clauses for the retention of financial instruments in portfolio following their acquisition

According to the Remuneration Policy, clauses can be established for the retention of financial instruments in the portfolio after their acquisition.

First SOP and Second SOP

The Plans provide that the Options are allocated in a personal capacity and cannot be transferred by inter vivos deed for any reason, even after their accrual, on penalty of the Beneficiary immediately forfeiting all the rights attributed to them under the Plans. The accrued Options may however be transferred mortis causa.

Shares subscribed or purchased by the beneficiaries in exchange for the exercise of the accrued Options will have regular entitlement and will be traded on the Euronext Milan and (except as indicated below) will be freely available and therefore freely transferable by the relevant Beneficiary.

Beneficiaries who are Executive Directors of the Company or of Group companies will be obliged to hold the entire package of shares subscribed or purchased as a result exercising the accrued options continuously until the end of their mandate.

Such shares may be sold only if authorised in writing by the Company's Board of Directors, on penalty of invalidity of the sale and ineffectiveness towards the Company.

Except if the Beneficiary dies, in which case the unavailability constraint ceases with effect from the date of death, the said constraint remains in case of termination of the relationship between the Beneficiary and the Company or its subsidiaries.

GM Plan and Share Plan

The GM Plan provides that the unvested shares are allocated to the beneficiary in a personal capacity and are therefore not transferable by deed inter vivos, for either whole or partial rights. Each tranche of shares, once finally allocated, will be subject to a lock-up period of 24 months as of the date of the final allocation. The GM Plan provides that, pending the fulfilment of the relevant vesting conditions, the General Manager may not cede, transfer or dispose of the unvested Gm Plan shares. This provision also applies in cases where a dispute arises between the General Manager and the Company regarding the occurrence or otherwise of a 'good leaver' or 'bad leaver' event, until such time as a judicial or arbitral decision is made as to the classification of the leaver event.

The Share Plan provides that the right to receive shares will be granted to the beneficiaries in a personal capacity and may not be transferred by deed inter vivos, nor be subject to a lien or be the subject of other acts of disposition of any kind. Each tranche of shares, once allocated, will be subjected to a lock-up period of 24 months as of the date of subscription, except for a quantity of shares necessary for the payment of taxes arising from the allocation of the shares.

iii) Ex-post correction mechanisms for the variable component

According to the Remuneration Policy, provision can be made for contractual arrangements that allow the Company to reclaim all or part of variable remuneration components paid, or to withhold amounts subject to deferral, that were determined on the basis of data that is later found to be manifestly erroneous or other circumstances (e.g. 'claw back' / malus clauses).

The GM Plan and the Share Plan have claw-back clauses. For further information on the GM Plan and the Share Plan, see the relevant information documents produced in accordance with Article 114-bis of the TUF and Article 84-bis of the Regulation on Issuers, which are available to the public at the Company's registered office, in the "Investor Relations" – "Shareholders' Meetings" – "2024" section of the Company website at www.antaresvisiongroup.it, and on the authorised storage mechanism at , within the terms established in applicable legislation.

5. Non-executive and independent directors

In light of the recommendations of the Corporate Governance Code, the Remuneration Policy for non-executive directors provides for remuneration commensurate with the competence, professionalism and commitment required for the duties assigned to them within the Board of Directors and Board committees. This remuneration is not linked to financial performance objectives.

Provision is made for the option to recognise specific emoluments for the position of Chairman of internal board committees and member of said committees, in addition to the total annual remuneration established for each Director by the Shareholders' Meeting.

On 19 July 2021, the Board of Directors, pursuant to Article 2389, paragraph 3, of the Italian Civil Code, and in accordance with the provisions of Article 17 of the Company's Articles of Association, on the proposal of the Appointments and Remuneration Committee and following consultation with the Board of Statutory Auditors, resolved to recognise specific emoluments for the offices of member and Chairman of the internal Board committees, in addition to the total annual remuneration established for each Director by the Shareholders' Meeting, pursuant to Article 2389, paragraph 3, of the Italian Civil Code.

In particular, an additional emolument of €10,000 is recognised for the position of Chairman of internal Board committees and €5,000 for the position of member of the said committees.

The current internal Board committees will remain in office until the approval of the financial statements for the year ended 31 December 2023.

6. Board of Statutory Auditors

Pursuant to Article 2402 of the Italian Civil Code, the annual remuneration of statutory auditors is determined by the Shareholders' Meeting at the time of their appointment for the entire duration of their mandate.

In accordance with Recommendation 30 of the Corporate Governance Code, the remuneration of the members of the control body is commensurate with the competence, professionalism and commitment required for their role and the company's size, industry and current situation.

As of the date of this Report, the Company's Board of Statutory Auditors is composed as follows4:

⁴At its meeting of 22 February 2021, the Shareholders' Meeting made the following appointments to the Board of Statutory Auditors: Enrico Broli - Chairman of the Board of Statutory Auditors; Stefania Bettoni - Standing Auditor; Germano Giancarli

Standing Auditors: Germano Giancarli (Chairman), Stefania Bettoni and Ramona Corti;
Alternate Auditors: Raffaella Piraccini and Francesco Mazzoletti.

The Shareholders' Meeting held on 22 February 2021 resolved to grant the Chairman of the Board of Statutory Auditors a total annual remuneration of €24,000 and each other Standing Auditor a total annual remuneration of €18,000.

The Shareholders' Meeting convened for 10 July 2024 to approve the financial statements as at 31 December 2023 will also be called on to renew the Board of Statutory Auditors and therefore to re-determine the relevant overall remuneration.

An insurance policy is in place covering third party liability for the control bodies in the exercise of their functions, with a view to indemnifying the beneficiaries and the Company against any costs arising from compensation, except in cases of wilful misconduct or gross negligence.

7. Severance entitlements in the event of cessation of office or termination of employment and noncompetition obligations

Provision is made in the Remuneration Policy the Company to enter into agreements regulating severance entitlement in the event of termination of office or employment in accordance with the recommendations of the Corporate Governance Code and with law and local collective agreements, where applied. If the conditions exist for the payment of compensation in any capacity and in any form in relation to such agreements, the payment may in any case be waived by the person concerned.

Provision is also made in the Remuneration Policy for the option for the Company to enter into agreements under which the maintenance or assignment of non-monetary benefits for individuals and/or employees who have terminated their employment and consultancy contracts for a period after the cessation of their employment, in accordance with the recommendations of the Corporate Governance Code and with law and local collective agreements, where applied. If the conditions exist for the payment of compensation in any capacity and in any form in relation to such agreements, the payment may in any case be waived by the person concerned.

Provision is also made in the Remuneration Policy for Company to enter into non-competition agreements that provide for payment of a consideration in the form of a lump sum or related to gross annual salary, the last fixed monthly remuneration paid at the time of termination of the employment relationship, or another parameter, in relation to the duration and extent of the constraint arising from the agreement. The Company also reserves the right to establish entry bonuses / welcome bonuses / retention bonuses / one-off payments designed to attract or retain personnel with skills deemed critical and key to the success of the Company and the achievement of long-term strategic objectives.

^- Standing Auditor; Ramona Corti - Alternate Auditor; Paolo Belleri - Alternate Auditor. Following the resignations tendered in December 2023 by Enrico Broli as Standing Auditor and Chairman of the Company's Board of Statutory Auditors, and by Paolo Belleri as Alternate Auditor, the Shareholders' Meeting held on 28 February 2024 resolved to replenish the Board of Statutory Auditors pursuant to Article 2401 of the Italian Civil Code, confirming Ramona Corti as a Standing Auditor and Germano Giancarli as Chairman of the Board of Statutory Auditors, and appointing Raffaella Piraccarli and Francesco Mazzoletti as Alternate Auditors. The Board of Statutory Auditors replenished in this manner – with the pro rata temporis fees established in the resolutions of the ordinary shareholders' meeting of Antares on 22 February 2021 – will remain in office until the date of the shareholders' meeting convened to approve the financial statements for the year ended 31 December 2023.

Finally, with regard to the possible effects of termination of a relationship on rights granted under the incentive plans, the plans themselves establish the different effects of such termination, depending on the cause and the time at which it occurs.

As part of the agreements in place between the Company and Gianluca Mazzantini, a non-competition agreement and a ban on transfers are established for the entire duration of his Employment and for the 12 months following its termination. The gross consideration for this non-competition agreement is €185,000 (one hundred and eighty-five thousand Euro), to be paid in equal monthly instalments with effect from the termination of the employment relationship. In the event of non-fulfilment, including partial non-fulfilment, of non-competition obligations or non-transfer obligations, Gianluca Mazzantini will be required, for any breach committed, to pay the Company, by way of non-reducible penalty, a sum amounting to double the said consideration for the non-competition agreement, without prejudice, in any event, to greater damages and any other legal right and action of the Company and/or the Group. For the entire term of the office of Director and any other offices in Group companies (where held) and for a period of 12 months after their cessation, for any reason, the rules governing the non-competition clause (with the express exclusion of the provisions relating to the consideration of the non-competition clause) and the prohibition on poaching provided for in the Employment Relationship shall apply mutatis mutandis (including the autonomous application to organic relationships of the penalty provided for in the event of non-fulfilment of the relative obligations) also to the office of Director and to any other offices in Group companies (where held). Gianluca Mazzantini has also entered into an exclusive obligation for the entire duration of the relationship, with a bar on performing any work (even if not in competition) for third parties, directly or indirectly and in any form, unless authorised to do so in writing by the Company. The contract relating to his employment is for an indefinite period; accordingly, except in the case of termination for just cause, it will be possible to terminate it by observing the notice periods provided for in the relevant national collective labour agreement.

Upon the cessation of the office of Director for any reason, Mr Gianluca Mazzantini will be entitled to payment of an end-of-service fee equal to 7.5% of all sums paid to him by way of fixed emolument and variable emolument for the office of Chief Executive Officer, all gross of any applicable withholding and legal charges.

Finally, provision is made for the payment to Gianluca Mazzantini of an all-inclusive lump-sum indemnity in the 'good leaver' cases contractually provided for in accordance with market practice (dismissal other than for disciplinary and/or subjective reasons, removal without just cause from the office of Director and/or revocation of the powers granted to him in relation to his Employment and/or to the office of Chief Executive Officer, amendment without his consent or without just cause of the powers granted to him in relation to his Employment and/or the office of Chief Executive Officer that would substantively limit his powers, resignation for just cause ascertained by a final judgment, resignation from the Employment due to and in connection with non-renewal of the position of Director and Chief Executive Officer to be exercised within 30 days of nonrenewal), subject to the signing by Gianluca Mazzantini of a conciliation report by one of the procedures indicated in Article 2113 of the Italian Civil Code, that contemplates (i) the termination of his Employment and any other employment relationship with the Company and/or the Group (including the position of Chief Executive Officer and any other positions held in Group companies); (ii) the renunciation by Gianluca Mazzantini of any claim in any way related, vicarious or even just occasioned by the execution and termination of the aforementioned relationships of employment and administration with the Company and/or the Group with respect to such companies. The said indemnity will be calculated according to the following formula: (annual remuneration in connection with his Employment) + (fixed annual emolument for the position of Director) + (fixed annual emolument for the position of Chief Executive Officer) + (annual average of the variable emolument in connection with the position of Chief Executive Officer received in the last 36 months of the overall relationship or during the shorter period of its duration, therefore excluding from the said calculation any sum, value and/or benefit accrued, received and/or assigned to Gianluca Mazzantini in execution and/or connection with the share incentive plan), all divided by twelve and multiplied by 18.

All other cases of termination of his Employment and/or of his position as Director and/or Managing Director – occurring at any time – will be deemed cases of 'bad leaver', and accordingly Gianluca Mazzantini will not be entitled to payment of the indemnity described above.

8. Non-monetary benefits

The Remuneration Policy provides for the allocation to Directors vested with particular duties, to the general manager and to executives with strategic responsibilities, by reason of the specific powers or duties assigned to them, of non-monetary benefits, including an insurance policy covering the third party liability of the management bodies (as well as general managers and executives with strategic responsibilities) in the performance of their duties, forms of welfare insurance cover, including for the risk of death and disability, supplementary health care, the allocation of a car for mixed use and any housing allowance, under the conditions established in the applicable individual and collective agreements.

9. Non-mandatory insurance, social security and pension cover

In line with the best market practice, the Company has taken out a Directors & Officers policy in favour of the members of the Board of Directors, the Board of Statutory Auditors, the General Manager and executives with strategic responsibilities.

Accordingly, an insurance policy is in place covering the third party liability of the administrative bodies (in addition to general managers and executives with strategic responsibilities) in the performance of their duties, in order to hold the beneficiaries and the Company harmless from costs arising from related damages, except in cases of wilful misconduct and gross negligence.

10. Elements of the Remuneration Policy that may be waived in the presence of exceptional circumstances and procedural conditions on the basis of which the waiver may be applied

Pursuant to Article 123-ter, paragraph 3-bis, of the Italian Consolidated Law on Finance and Article 84-quater, paragraph 2-bis, letter c) of the Regulation on Issuers, the Remuneration Policy described in this Section I of the Report may be temporarily derogated in exceptional circumstances, understood as situations in which a derogation from the Remuneration Policy is necessary to pursue the long-term interests and sustainability of the Company as a whole, or to ensure its ability to remain on the market.

The elements of the Remuneration Policy for which, in exceptional circumstances, it is possible to derogate for defined time periods may concern:

fixed and variable components (short-term and long-term) of remuneration, in particular:
- o the proportion allocated to each of these components within the total remuneration;
- o the financial and non-financial performance targets on which the achievement of the variable components are dependent, and the link between the change in results and the change in remuneration;
- o the criteria used to assess the achievement of performance targets underlying the award of shares, options, other financial instruments or other variable components of remuneration, and the extent to which the variable component is to be paid according to the degree of achievement of the targets;
- o the vesting terms of variable components (MBO and LTI);

o the provision of share-based components of remuneration, options, other financial instruments or other variable components of remuneration;
o any deferred payment systems and clauses for retaining financial instruments in portfolio after their acquisition;
o ex-post mechanisms for the correction of a variable component (malus or 'claw-back' of variable compensation);
any bonuses (including entry bonuses), non-monetary benefits, incentive plans (monetary or based on financial instruments), insurance, social security or pension cover, or emoluments of an extraordinary nature;
the provision, payment and/or extent of severance in the event of termination of office or of employment and the provisions on non-compete commitments;
the remuneration of non executive directors, directors participating in committees and directors performing particular roles (chairman, vice chairman, etc.).

The exceptional circumstances described above, without prejudice to the possibility of identifying them in the course of application of the Remuneration Policy, may take the form, by way of example and without limitation, of the following:

need to attract external personnel that can make a significant contribution to the growth and development of the company's business;
the need to "retain" internal personnel considered particularly strategic for the Company with salary adjustment offers that are competitive compared to the market;
substantive changes in the organisation of the company's business, of an objective nature (such as extraordinary transactions, mergers, disposals, including of companies/branches of companies, changes in the Group's scope, etc.) and of a subjective nature (such as changes in the top management or ownership structure);
the recognition of individual and/or collective achievements that are considered and assessed as particularly significant and positive for the Company;
significant changes in socio-economic scenarios that lead to the conditions of competitiveness of the labour market being revised in terms of the skills and qualifications required, as well as models of reward offered to the most valuable employees;
the occurrence, at a national or international level, of extraordinary and unforeseeable events (such as conflicts, pandemics, changes in supply chains, etc.), concerning the Group or the sectors and/or markets in which it operates, that significantly affect the Company's results or are capable of radically changing the reference market context at the level of individual countries and/or regions and in global terms.

With regard to the procedures on the basis of which the derogation may be applied, any derogation from the Remuneration Policy must be approved, in accordance with the above provisions, by the Board of Directors, following consultation with the Appointments and Remuneration Committee, with the support of the Human Resources Department and with the possible assistance of independent third parties, without prejudice to the provisions of Consob Regulation No. 17221 of 12 March 2010 on related party transactions and the Procedure adopted by the Company for related party transactions, where applicable.

SECTION II

REPORT ON REMUNERATION PAID TO THE MEMBERS OF THE MANAGEMENT AND CONTROL BODIES, GENERAL MANAGERS AND EXECUTIVES WITH STRATEGIC RESPONSIBILITIES IN 2023

FIRST PART

Provided below is a description of each of the elements that make up the remuneration of members of the Board of Directors and the Board of Statutory Auditors, together with executives with strategic responsibilities, in the financial year ending 31 December 2023. The Appointments and Remuneration Committee, in accordance with the provisions of the Corporate Governance Code, monitored the actual application of the remuneration policy for the 2023 financial year during the reporting period and assessed its overall adequacy and consistency, demonstrating the consistency of the remuneration paid with the said policy.

Remuneration for the 2023 financial year

Board of Directors

On 22 February 2021, the Ordinary Shareholders' Meeting of the Company resolved to set the gross annual fixed remuneration for each member of the Board of Directors at a total of €25,000 (plus social security charges, if payable), without prejudice to the right of the Board of Directors, pursuant to Article 2389, third paragraph, of the Italian Civil Code, to determine the remuneration of the Directors with particular responsibilities, following consultation with the Board of Statutory Auditors.

On 19 July 2021, the Board of Directors, on the proposal of the Appointments and Remuneration Committee, which met on the same date, and with the approval of the Board of Statutory Auditors, resolved to recognise the following disbursements, in addition to the sums already resolved by the said Shareholders' Meeting:

gross annual remuneration of €365,000 for Emidio Zorzella in respect of his position of Chief Executive Officer;
gross annual remuneration of €345,000 for Massimo Bonardi in respect of his position of Chief Executive Officer;
gross annual remuneration of €185,000 for Alioscia Berto in respect of his position of Chief Financial Officer;
a gross annual sum of €10,000 to the Directors appointed as Chairman of the Appointments and Remuneration Committee (Cristina Spagna) and Chairman of the Control, Risks and Sustainability Committee (Marco Claudio Vitale);
a gross annual sum of €5,000 to each of the Directors appointed as a member of the Appointments and Remuneration Committee (Marco Claudio Vitale and Fabiola Mascardi) or member of the Control, Risks and Sustainability Committee (Fabiola Mascardi and Cristina Spagna).

On 31 January 2023, the Board of Directors, on the proposal of the Appointments and Remuneration Committee which met on the same date and with the approval of the Board of Statutory Auditors, resolved to modify the remuneration of the Chairman Emidio Zorzella – in relation to the positions held as of February 2023 at the US subsidiary Antares Vision Inc – as follows:

confirm the fixed gross annual remuneration of €25,000 as per the resolution of the Shareholders' Meeting of 22 February 2021, as remuneration for the office of member of the Board of Directors of the Company;
revoke the gross annual fixed remuneration previously awarded to the Chairman by resolution of the Board of Directors dated 19 July 2021;

award the gross annual fixed remuneration for the office of Chief Executive Officer of the Company of €125,000;
pay, following the signing of a specific contract with the US subsidiary Antares Vision Inc. the sum of USD 450,000 as gross annual fixed remuneration which also takes into account the office of Chairman of Antares Vision Inc.

Accordingly, with reference to the 2023 financial year, the members of the Board of Directors were paid the following gross annual remuneration, in addition to the reimbursement of expenses incurred in the performance of their mandate:

to Emidio Zorzella, an annual gross remuneration of approximately € 569,053.50 (€150,000 and US\$ 450,000);
to Massimo Bonardi, an annual gross remuneration of a total of €370,000;
to Alioscia Berto, a total gross annual remuneration of €210,000;
to each non-executive director not assigned particular responsibilities: gross annual remuneration of €25,000;
to each non-executive director appointed as a member of an internal Board committee: additional gross annual remuneration of €5,000;
to each non-executive director appointed as chairman of an internal Board committee: additional gross annual remuneration of €10,000.

It should be noted that on 22 January 2024, the Board of Directors, with the approval of the Appointments and Remuneration Committee of the Company and following consultation with the Board of Statutory Auditors to the extent of its competence, approved the signing with Gianluca Mazzantini - which took place on the same date - of an employment contract for an indefinite term of office in the role of General Manager, which provides for (i) gross annual remuneration of €270,000, to be paid on a pro rata temporis basis in accordance with the applicable national collective labour agreement; and (ii) participation in a share incentive plan, subsequently approved by the Company's Shareholders' Meeting on 28 February 2024.

On 28 February 2024, the Shareholders' Meeting resolved: (i) to increase the number of members of the Company's Board of Directors from 9 to 10; (ii) to appoint Gianluca Mazzantini as a member of the Board of Directors until the expiry of the current Board of Directors, i.e. until the date of the Shareholders' Meeting convened to approve the financial statements for the year ending 31 December 2023; and (iii) to grant the newly-elected director the same emolument as granted to the other members of the current Board, amounting to €25,000 gross per annum pro-rata temporis, without prejudice to the quantification of the remuneration for Directors with special duties as established pursuant to Article 2389, paragraph 3, of the Italian Civil Code. The Shareholders' Meeting held on 28 February 2024, in accordance with current legislation, also approved an amendment to the remuneration policy for the year 2023 in order to provide for the remuneration of Gianluca Mazzantini as General Manager and Chief Executive Officer.

On 28 February 2024, the Board of Directors, with the approval of the Remuneration and Appointments Committee and the Board of Statutory Auditors, resolved to:

pay to Gianluca Mazzantini, in addition to the fixed total annual remuneration for the office of director of €25,000 gross of any applicable retention and charge, as remuneration for the office of chief executive officer, an annual fixed total remuneration of €100,000 gross of any applicable retention and charge, and to establish that such remuneration shall accrue, pro rata temporis, as of the date of his appointment as director and his assignment of the role of chief executive officer and on the basis of their duration, respectively, (ii) to establish that Gianluca Mazzantini, with effect from the date of his appointment as chief executive officer, may be entitled, depending on the achievement of the targets

set by the Board of Directors, a variable emolument for each financial year (recognised on a pro rata temporis basis), of a maximum amount of €150,000 (one hundred and fifty thousand Euro) per year, gross of all charges and retentions;

to pay in favour of Emidio Zorzella, in addition to the gross annual fixed remuneration for the performance of the office of director totalling €25,000 as consideration for the performance of the mandate granted to him, a gross annual fixed remuneration totalling €110,000 which will accrue, pro rata temporis, until the expiry of the mandate of the current Board of Directors (therefore until the approval of the financial statements for the year ended 31 December 2023); to confirm the conditions for the award to Emidio Zorzella of the bonus for the year 2023, as resolved at the meeting of 22 March 2023; and to extend the effects of the "Employment Agreement" stipulated by Emidio Zorzella with Antares Vision, Inc., which provides for gross annual remuneration of \$450,000 (four hundred and fifty thousand/00), until 31 December 2024;
to pay Massimo Bonardi, in addition to the gross annual fixed remuneration for the performance of the office of director, totalling €25,000 as consideration for the mandate granted to him, a gross annual fixed remuneration totalling €195,000 which shall accrue, pro rata temporis, until the expiry of the mandate of the current Board of Directors (therefore until the approval of the financial statements for the year ended 31 December 2023); and to confirm the conditions for granting Massimo Bonardi the bonus for 2023, as resolved at the meeting of 22 March 2023.

Executive Directors

Short-term variable component – Management by Objectives (MBO)

By resolution of the Board of Directors of 22 March 2023 (adopted on the proposal of the Appointments and Remuneration Committee), a short-term variable incentive plan related to the achievement of predefined targets was awarded the executive directors of the company Emidio Zorzella, Massimo Bonardi and Alioscia Berto, two of which are of a financial nature (the target consolidated turnover and the target consolidated EBITDA) and two of a strategic nature (ongoing training and gender diversity).

The maximum amount payable was set as a maximum of €150,000 for the Chairman Emidio Zorzella, a maximum of €150,000.00 for the Chief Executive Officer Massimo Bonardi, and a maximum of €100,000 for the Director with delegated powers Alioscia Berto.

With reference to the variable remuneration for the 2023 financial year the Board of Directors, following consultation with the Appointments and Remuneration Committee, ascertained that the targets for the 2023 financial year had not been achieved. Accordingly, in application of the remuneration policy approved for the 2023 financial year, no variable remuneration was paid to the executive directors in relation to the 2023 financial year.

Note that no indication of the targets achieved in comparison with those envisaged is provided in order to protect the confidentiality of commercially sensitive information and/or unpublished forecast data.

Medium-/long-term incentive system (LTI)

For detailed information on the incentive plans of which the executive directors of Antares Vision are beneficiaries, see Section I, paragraph 3 "Remuneration of members of the management and control bodies, general managers and executives with strategic responsibilities" above, and Table 2A below.

Executives with Strategic Responsibilities

Short-term variable component – Management by Objectives (MBO)

No variable remuneration was paid to the Executives with strategic responsibilities in relation to the 2023 financial year.

Medium-/long-term incentive system (LTI)

For detailed information on the Stock Option Plan of which Fabio Forestelli is the beneficiary, see Section I, paragraph 3 "Remuneration of members of the management and control bodies, general managers and executives with strategic responsibilities" above, and Table 2 below.

Board of Statutory Auditors

On 22 February 2021, the Ordinary Shareholders' Meeting of Antares Vision set the total gross annual remuneration of the Board of Statutory Auditors at €60,000 of which €24,000 is payable to the Chairman and €18,000 to each standing auditor.

As announced on 14 December 2023, Enrico Broli and Paolo Belleri tendered their resignation, with immediate effect, respectively from the office of Standing Auditor and Chairman of the Board of Statutory Auditors and from the office of Alternate Auditor. Following these resignations, the Shareholders' Meeting held on 28 February 2024 resolved to integrate the Board of Statutory Auditors pursuant to Article 2401 of the Italian Civil Code, confirming Ramona Corti as Standing Auditor and Germano Giancarli as Chairman of the Board of Statutory Auditors and appointing Raffaella Piraccini and Francesco Mazzoletti as Alternate Auditors.

Accordingly, with reference to the 2023 financial year, members of the Board of Statutory Auditors were paid (pro rata temporis) the gross annual remuneration indicated in Table 1.

Compliance with the reference remuneration policy

The Board of Directors, assisted in its analysis by the Appointments and Remuneration Committee, has assessed the consistency of the remuneration system outlined above with the principles defined in the Remuneration Policy for 2023, and considers the remuneration to be adequate and as a whole effective in giving effect to the policy.

Further information

It should be noted that, as of the date of approval of this Report:

except as indicated in the preceding Section, there are no agreements in place that govern, ex ante, the economic aspects of any premature termination of an appointment, whether at the initiative of the Company or of an individual;
the Company has not applied any exceptions to the Remuneration Policy for 2023;
the Company has not applied ex-post correction mechanisms to the variable remuneration component (claw-back and/or malus).

Pay mix

The following table shows the structure of the so-called 'Pay Mix' for the 2023 financial year, i.e. the distribution of remuneration between fixed, short-term variable (MBO) and long-term variable (LTI) components, taking into account the maximum short-term variable component payable.

PAY MIX	Fixed		MBO		LTI Fair Value			TOTAL	% Fixed	%MBO	%LTI
CHAIRMAN AND CHIEF EXECUTIVE OFFICER	€	567,000	€	150,000	€	83,772.92	€	800,772.92	71%	19%	10%
CHIEF EXECUTIVE OFFICER	€	370,000	€	150,000	€	83,772.92	€	603,772.92	46%	19%	10%
DIRECTOR WITH DELEGATED POWERS	€	210,000	€	100,000	€	53,310.04	€	363,310.04	26%	12%	7%
DIRECTOR WITHOUT DELEGATED POWERS	€	275,000	€	100,000	€	53,310.04	€	428,310.04	34%	12%	7%

PAY MIX	Fixed	MBO	LTI FAIR VALUE	Total	% Fixed	% MBO	% LTI
STRATEGIC EXECUTIVE (LANDOLFI)	€180,000.00	€90,000.00	€144,698.68	€414,698.68	43%	22%	35%
STRATEGIC EXECUTIVE (ABOOD)	\$510,000.00	\$1,290,000.00		\$1,800,000.00	28%	72%	0%

Annual change in total remuneration paid and company performance

The following table shows a comparison of the year-on-year change (2023 / 2022 / 2021, given that the Antares Vision financial instruments were admitted to trading on Euronext Milan as of 2021 May 14):

i) of the total remuneration of each member of the Board of Directors and the Board of Statutory Auditors

Director	2022	2023
Emidio Zorzella	+4.29%	+18.13%
Massimo Bonardi	+4.49%	-19.57%
Alioscia Berto	+10.15%	-22.22%
Fabio Forestelli	-10.67%	-17.91%
Martina Monico	0%	+6.10%
Marco Vitale	0%
Alberto Grignolo
Fiammetta Roccia	0%	0%

Cristina Spagna	0%	0%
Fabiola Mascardi	0%	0%

NB - differences are calculated on a base vs. base year basis

ii) of the Group's results (annual % change)

	2022	2023
Value of production	+17.1%	+7.1%
Operating result	-74.8%	Not significant: Operating result negative
Net equity	+7.5%	-38,7

It should be noted that the above figures have been restated following the results of the audits carried out during the second half of 2023 and the first months of 2024 in in relation to the Government Software Hub business of the US subsidiary rfxcel Corp.

iii) of the average gross annual remuneration, benchmarked to full-time employees, of Company employees other than those whose remuneration is disclosed by name in this section of the Report

	2022	2023
Change	+2,5%	7,84%

Information on how the Company has taken account of the vote by the Shareholders' Meeting on Section II of the 2023 Remuneration Report

The Shareholders' Meeting of 28 April 2023 approved, by non-binding affirmative vote, Section II of the report on the remuneration policy for 2023 and the remuneration paid in 2022 with 99.686% of the votes cast. At that time, there was no information from the Shareholders to consider for the purposes of this Report.

SECOND PART

In the second part, the remuneration paid during the year of reference for any reason and in any form by the company and its subsidiaries and affiliates is reported analytically, using the tables below.

The information set out in Tables 1, 2A, 3A and 3B is provided separately for positions within the Company and for any positions held in listed or unlisted subsidiaries and affiliates.

The tables include all persons who during the year held, even for a fraction of the period, a position as member of the Board of Directors or the control body, general manager or executive with strategic responsibilities are included.

With regard to mixed (partly cash and partly equity-based) incentive plans, Tables 2A, 3A and 3B should be used together, with the various items feeding into them presented separately.

TABLE 1

Remuneration paid to members of the executive and supervisory bodies, general managers and other executives with strategic responsibilities

The following table shows the remuneration for 2023, identified on an accrual basis, payable to members of the Board of Directors, the Board of Statutory Auditors and to Executives with Strategic Responsibilities in accordance with the contents of Annex 3A, Schedule 7-bis of the Consob Regulation on Issuers. It includes all persons who held positions during the financial year, including for a fraction of a year.

A	B	C	D	1	2	3		4	5	6	7	8
NAME AND	POSITION	PERIOD THE POSITION WAS HELD	EXPIRY OF TERM OF OFFICE	FIXED REMUNERATION	REMUNERATION FOR PARTICIPATION IN COMMITTEES	NON-EQUITY VARIABLE REMUNERATION		NON MONETAR	OTHER		FAIR VALUE OF	COMPENSATIO N FOR
SURNAME						BONUSES AND INCENTIVE S	PROFIT SHARING	Y BENEFITS	REMUNER ATION	TOTAL	EQUITY REMUNER ATION	TERMINATION OF OFFICE OR EMPLOYMENT
Emidio Zorzella	Chairman and Chief Executive Officer	01/01/2023- 31/12/2023	Approval of 2023 Financial Statements
statements	(I) Remuneration of the company that compiles the financial			150,000.00		90,000.00		3,933.33		243,933.33	83,772.92
	(II) Remuneration from subsidiaries and associates			419,053.50						419,053.50
(III) Total				569,053.50		90,000.00		3,933.33		662,986.83
Massimo Bonardi	Chief Executive Officer	01/01/2023- 31/12/2023	Approval of 2023 Financial Statements
statements	(I) Remuneration of the company that compiles the financial			370,000.00		90,000.00		3,737.65		463,737.65	83,772.92
	(II) Remuneration from subsidiaries and associates
(III) Total				370,000.00		90,000.00		3,737.65		463,737.65
Alioscia Berto	Director with delegated powers	01/01/2023- 31/12/2023	Approval of 2023 Financial Statements
statements	(I) Remuneration of the company that compiles the financial			210,000.00		60,000.00		3,594.33		273,594.33	53,310.04
(II) Remuneration from subsidiaries and associates
(III) Total				210,000.00		60,000.00		3,594.33		273,594.33
Fabio Forestelli	Director	01/01/2023- 31/12/2023	Approval of 2023 Financial Statements

(I) Remuneration of the company that compiles the financial statements	25,000.00			25,000.00
(II) Remuneration from subsidiaries and associates	1 250,000.00		60,000.00	310,000.00
(III) Total	275,000.00		60,000.00	335,000.00
Martina Approval of Paola 01/01/2023 - 2023 Director Alessandra 31/12/2023 Financial Monico Statements
(I) Remuneration of the company that compiles the financial statements	113,867.82 2			113,867.82
(II) Remuneration from subsidiaries and associates
(III) Total	113,867.82			113,867.82
Chairman of Approval of Ramona the Board of 14/12/2023 - 2023 Corti Statutory 31/12/2023 Financial Auditors Statements
(I) Remuneration of the company that compiles the financial statements	887.67			887.67
(II) Remuneration from subsidiaries and associates
(III) Total	887.67			887.67
Approval of Fiammetta 01/01/2023 2023 Director Roccia 1/12/2023 Financial Statements
(I) Remuneration of the company that compiles the financial statements	25,000.00			25,000.00
(II) Remuneration from subsidiaries and associates
(III) Total	25,000.00			25,000.00
Approval of Cristina 01/01/2023 - 2023 Director Spagna 31/12/2023 Financial Statements
(I) Remuneration of the company that compiles the financial statements	25,000.00	15,000.00 3		40,000.00
(II) Remuneration from subsidiaries and associates
(III) Total	25,000.00	15,000.00		40,000.00
Approval of Fabiola 01/01/2023 2023 Director Mascardi 1/12/2023 Financial Statements
(I) Remuneration of the company that compiles the financial statements	25,000.00	4 10,000		35,000.00
(II) Remuneration from subsidiaries and associates

(III) Total	25,000.00	10,000	35,000.00
Chairman of Approval of the Board of 01/01/2023 2023 Enrico Broli Statutory 14/12/2023 Financial Auditors Statements
(I) Remuneration of the company that compiles the financial statements	24,000.00		24,000.00
(II) Remuneration from subsidiaries and associates
(III) Total	24,000.00		24,000.00
Approval of Germano Standing 01/01/2023 2023 Giancarli auditor 1/12/2023 Financial Statements
(I) Remuneration of the company that compiles the financial statements	18,000.00		18,000.00
(II) Remuneration from subsidiaries and associates
(III) Total	18,000.00		18,000.00
Approval of Stefania Standing 14/05/2023 2023 Bettoni auditor 1/12/2023 Financial Statements
(I) Remuneration of the company that compiles the financial statements	18,000.00		18,000.00
(II) Remuneration from subsidiaries and associates
(III) Total	18,000.00		18,000.00
Approval of Alberto 2023 Director Grignolo Financial Statements
(I) Remuneration of the company that compiles the financial statements	25,000	15,000	40,000
(II) Remuneration from subsidiaries and associates
(III) Total	25,000	15,000	40,000
Executive with Gianfranco 01/01/2023 strategic Landolfi 31/12/2023 responsibilities
(I) Remuneration of the company that compiles the financial statements	180 ,000		180 ,000
(II) Remuneration from subsidiaries and associates
(III) Total Executive with	180 ,000		180 ,000
Glenn strategic 31/12/2023 Abood responsibilities
(I) Remuneration of the company that compiles the financial statements

(II) Remuneration from subsidiaries and associates (III) Total	471,654.49 471,654.49				471,654.49 471,654.49
TOTAL
(I) Remuneration of the company that compiles the financial statements	1,209,755.49	40,000.00	240,000.00	11,265.31	1,281,020.81	274,165.92
(II) Remuneration from subsidiaries and associates	1,140,707.99		60,000.00		729,053.50
(III) Total	2,350,463.48	40,000.00	300,000.00	11,265.31	2,701,728.80 274,165.92

1 remuneration paid as Chief Executive Officer of FT System Srl.

² of which €88,867.82 was paid in the capacity of Head of Legal and Corporate Affairs of Antares Vision S.p.A. (in respect of employment).

³ of which:

4 of which:	o o	€5,000 was in the capacity of member of the Control, Risks and Sustainability Committee €10,000 was in the capacity of chairman of the Appointments and Remuneration Committee
	o	€5,000 was in the capacity of member of the Control, Risks and Sustainability Committee

o €5,000 was in the capacity of Member of the Appointments and Remuneration Committee

⁵ of which:

o €10,000 was in the capacity of member of the Control, Risks and Sustainability Committee
o €5,000 was in the capacity of Member of the Appointments and Remuneration Committee

TABLE 2A

Stock-options granted to members the Board of Directors, general managers and other executives with strategic responsibilities The table below shows the remuneration arising from the assignment of stock options to members of the Board of Directors and Executives with Strategic Responsibilities, identified on an accrual basis and in accordance with the provisions of Annex 3A, Schedule 7-bis, of the Consob Regulation on Issuers.

				THE YEAR	OPTIONS HELD AT THE BEGINNING OF	OPTIONS GRANTED DURING THE YEAR					OPTIONS EXERCISED DURING THE YEAR			OPTIO NS MATU RING IN THE YEAR	OPTIONS HELD AT THE END OF THE YEAR	OPTIONS PERTAINING TO THE YEAR
A	B	1	2	3	4	5	6	7	8	9	10	11	12	13	14	15	16
NAME AND SURNAME	POSITION	PLAN	NUMBER OF OPTIONS	STRIKE PRICE	POSSIBLE EXERCISE PERIOD (FROM - TO)	NUMB ER OF OPTIO NS	STRIKE PRICE	POSSIB LE EXERCI SE PERIOD (FROM - TO)	FAIR VALUE ON THE ALLOCATI ON DATE	DATE OF ALLOCAT - ION	MARKET PRICE OF THE SHARES UNDERLYING THE OPTION ALLOCATION	NUMB ER OF OPTIO NS	STRIKE PRICE	MARKET PRICE OF THE UNDERLYI NG SHARES ON THE EXERCISE DATE	NUMB ER OF OPTIO NS	NUMBER OF OPTIONS	FAIR VALUE
	(I) Remuneration of the company that compiles the financial statements
Emidio Zorzella	Chairman and Chief Executive Officer	First SOP	33,000	€11.448	01/04/2021- 30/06/2023	--										33,000	83,772.92
Massimo Bonardi	Chief Executive Officer	First SOP	33,000	€11.448	01/04/2021- 30/06/2023	--										33,000	83,772.92
Alioscia Berto	Director with delegated powers	First SOP	21,000	€11.448	01/04/2021- 30/06/2023	--										21,000	53,310.04
Fabio Forestelli	Director	First SOP	21,000	€11.448	01/04/2021- 30/06/2023	--										21,000	53,310.04
Gianfranco Landolfi	Executive with strategic responsibilities	First SOP	19,000	€11.414	01/04/2021- 30/06/2023	--										19,000
Gianfranco Landolfi	Executive with strategic responsibilities	First SOP	19,000	€12.0341	01/11/2024- 31/12/2024	--										19,000	144,698.68
Gianfranco Landolfi	Executive with strategic responsibilities	First SOP	19,000	€9.5538	01/11/2025- 31/12/2025	--										19,000
(II) Remuneration from subsidiaries and associates
(III) Total			165,000													165,000	418,864.60

Note that:

by resolution of 20 July 2020, the Board of Directors of Antares Vision resolved to assign, as part of the Stock Options Plan named "First SOP", a first tranche of a total of 108,000 options as follows: 33,000 options to Emidio Zorzella, 33,000 options to Massimo Bonardi, 21,000 options to Alioscia Berto and 21,000 options to Fabio Forestelli;
by resolution of 14 May 2021, the Board of Directors of Antares Vision resolved to allocate, as part of the First SOP, a second tranche totalling 108,000 options as follows: 33,000 options to Emidio Zorzella, 33,000 options to Massimo Bonardi, 21,000 options to Alioscia Berto and 21,000 options to Fabio Forestelli. At its meeting of 19 July 2021, the Board of Directors acknowledged the waiver by Zorzella, Bonardi, Berto and Forestelli of the options assigned to them at the time of allocation of the aforementioned second tranche. At its meeting of 10 May 2022, the Board of Directors acknowledged the renunciation by Zorzella, Bonardi, Berto and Forestelli of the options assigned to them at the time of allocation of the aforementioned third tranche (a total of 36,000 options as follows: 11,000 options for Emidio Zorzella, 11,000 options for Massimo Bonardi, 7,000 options for Alioscia Berto and 7,000 options for Fabio Forestelli).

TABLE 3A

Incentive plans based on financial instruments, other than stock options, in favour of the members of the board of directors, general managers and other executives with strategic responsibilities.

No incentive plans of this type were provided for in the 2023 financial year, therefore relevant table is not presented.

TABLE 3B

Monetary incentive plans for members of the Board of Directors, general managers and other executives with strategic responsibilities. The table below shows the remuneration arising from the assignment of monetary incentive plans to members of the Board of Directors and Executives with Strategic Responsibilities, identified on an accrual basis and in accordance with the provisions of Annex 3A, Schedule 7-bis, of the Consob Regulation on Issuers.

A	B	1	2				4
	POSITION		BONUS IN THE YEAR			BONUSES IN PREVIOUS YEARS
NAME AND SURNAME		PLAN	A	B	C	A	B	C	OTHER BONUS
			DISTRIBUTABLE/DISTRIBUTED	DEFERRED	DEFERRAL PERIOD	NO LONGER DISTRIBUTABLE	DISTRIBUTABLE/DISTRIBUTED	STILL DEFERRED
Emidio Zorzella	Chairman and Chief Executive Officer
(I) Remuneration of the company that compiles the financial statements		MBO 2022	90,000
(II) Remuneration from subsidiaries and associates
(III) Total			90,000
Massimo Bonardi	Chief Executive Officer
(I) Remuneration of the company that compiles the financial statements		MBO 2022	90,000
(II) Remuneration from subsidiaries and associates
(III) Total			90,000
Alioscia Berto Director
(I) Remuneration of the company that compiles the financial statements		MBO 2022	60,000
(II) Remuneration from subsidiaries and associates
(III) Total			60,000
Fabio Forestelli Director
(I) Remuneration of the company that compiles the financial statements
(II) Remuneration from subsidiaries and associates		MBO 2022	60,000
(III) Total			60,000
Gianfranco Landolfi Executive with strategic responsibilities
(I) Remuneration of the company that compiles the financial statements			46.685,99
(II) Remuneration from subsidiaries and associates		MBO 2022
(III) Total			46.685,99

TOTAL
(I) Remuneration of the company that compiles the financial statements	286,685.99
(II) Remuneration from subsidiaries and associates	60,000
(III) Total	346,685.99

SCHEDULE NO. 7-TER: SCHEDULE CONCERNING INFORMATION ON SHAREHOLDINGS HELD BY MEMBERS OF MANAGEMENT AND CONTROL BODIES, GENERAL MANAGERS AND OTHER EXECUTIVES WITH STRATEGIC RESPONSIBILITIES

Pursuant to Article 84-quater of the Regulation on Issuers, information is provided below on the shareholdings held by management and control bodies, general managers and executives with strategic responsibilities.

Table 1: Shares held by members of management and control bodies and general managers

SURNAME AND NAME	POSITION	AFFILIATE COMPANY	NUMBER OF SHARES HELD AT 31/12/2022	NUMBER OF SHARES HELD AT 31/12/2023
	Chairman		35,042,752*	35,042,752*
Emidio Zorzella	Berberita Meryem Patone (wife)	Antares Vision S.p.A.	2,100	2,100
Massimo Bonardi	Director with delegated powers	Antares Vision S.p.A.	35,039,702**	35,039,702**
Alioscia Berto	Director with delegated powers	Antares Vision S.p.A.	2,350	2,350
Fabio Forestelli	Director		0	0
	Riccardo Forestelli (son)	Antares Vision S.p.A.	100	100
Alberto Grignolo	Director	Antares Vision S.p.A.	0	0
Fiammetta Roccia	Director	Antares Vision S.p.A.	0	0
Cristina Spagna	Director	Antares Vision S.p.A.	0	0

Martina Monico	Director	Antares Vision S.p.A.	0	0
Fabiola Mascardi	Director	Antares Vision S.p.A.	0	0
Germano Giancarli	Standing auditor	Antares Vision S.p.A.	0	0
Stefania Bettoni	Standing auditor	Antares Vision S.p.A.	0	0
Ramona Corti	Standing auditor	Antares Vision S.p.A.	0	0
Enrico Broli	Chairman of the Board of Statutory Auditors	Antares Vision S.p.A.	0	0
Gianfranco Landolfi	Executive with strategic responsibilities	Antares Vision S.p.A.	2.010	2.010
Glenn Abood	Executive with strategic responsibilities	Antares Vision S.p.A.	0	0

* of which 4,950 directly and 35,037,802 through Regolo S.p.A., jointly controlled with Massimo Bonardi through Dorado S.r.l.

**of which 1,900 directly and 35,037,802 through Regolo S.p.A., jointly controlled with Emidio Zorzella through Dorado S.r.l.

AI assistant

Antares Vision — Remuneration Information 2024

4255_10-k_2024-06-19_60aacd43-a1fc-4549-8f31-789a3a40e870.pdf

REPORT ON REMUNERATION POLICY FOR 2024 AND REMUNERATION PAID IN 2023

LETTER FROM THE CHAIRMAN OF THE APPOINTMENTS AND REMUNERATION COMMITTEE

INTRODUCTION

SECTION I

COMPANY POLICY ON THE REMUNERATION OF MEMBERS OF ADMINISTRATIVE AND CONTROL BODIES, GENERAL MANAGERS AND EXECUTIVES WITH STRATEGIC RESPONSIBILITIES FOR THE 2024 FINANCIAL YEAR

1. Procedure for the drafting, approval, possible revision and implementation of the Remuneration Policy

Shareholders' Meeting

Board of Directors

Appointments and Remuneration Committee

Competences

Composition and mode of operation

Executive Directors

Board of Statutory Auditors

Management of conflicts of interest

2. Purposes, principles, term and process for defining and approving the Remuneration Policy

3. Remuneration of members of the management and control bodies, general managers and executives with strategic responsibilities

1. Board of Directors

2. Directors vested with particular powers and General Manager

Components of remuneration

Gross fixed annual component

Variable component

Amount of remuneration

Pay Mix

3. Executives with Strategic Responsibilities

Pay Mix

4. The variable component of remuneration

i) Short-term variable component – Management by Objectives

ii) Medium-/long-term incentive system (LTI) based on financial instruments

The "First SOP" plan

The "Second SOP" plan

Scope and methods of implementation of the Stock Option Plans

Incentive plan for the General Manager

Share-based incentive plan

Non-financial performance targets of the GM Plan and the Share Plan

Clauses for the retention of financial instruments in portfolio following their acquisition

First SOP and Second SOP

GM Plan and Share Plan

iii) Ex-post correction mechanisms for the variable component

5. Non-executive and independent directors

6. Board of Statutory Auditors

7. Severance entitlements in the event of cessation of office or termination of employment and noncompetition obligations

8. Non-monetary benefits

9. Non-mandatory insurance, social security and pension cover

10. Elements of the Remuneration Policy that may be waived in the presence of exceptional circumstances and procedural conditions on the basis of which the waiver may be applied

SECTION II

REPORT ON REMUNERATION PAID TO THE MEMBERS OF THE MANAGEMENT AND CONTROL BODIES, GENERAL MANAGERS AND EXECUTIVES WITH STRATEGIC RESPONSIBILITIES IN 2023

FIRST PART

Remuneration for the 2023 financial year

Board of Directors

Executive Directors

Short-term variable component – Management by Objectives (MBO)

Medium-/long-term incentive system (LTI)

Executives with Strategic Responsibilities

Short-term variable component – Management by Objectives (MBO)

Medium-/long-term incentive system (LTI)

Board of Statutory Auditors

Compliance with the reference remuneration policy

Further information

Pay mix

Annual change in total remuneration paid and company performance

Information on how the Company has taken account of the vote by the Shareholders' Meeting on Section II of the 2023 Remuneration Report

SECOND PART

TABLE 1

3 of which:

5 of which:

TABLE 2A

TABLE 3A

TABLE 3B

Table 1: Shares held by members of management and control bodies and general managers

More from Antares Vision

Antares Vision Remuneration Information 2024

³ of which:

⁵ of which: