Antares Vision — Remuneration Information 2025

Apr 15, 2025

REPORT ON THE REMUNERATION POLICY FOR 2025 AND COMPENSATION PAID IN 2024

Drawn up pursuant to Article 123-ter of Legislative Decree 24 February 1998, no. 58 and in compliance with Annex 3A, schemes 7-bis and 7-ter of CONSOB Regulation 14 May 1999 no. 11971 and subsequent amendments, as well as pursuant to the Corporate Governance Code.

Issuer: Antares Vision S.p.A. Document approved by the Board of Directors on 24 March 2025

Available on: www.antaresvisiongroup.com

LETTER FROM THE CHAIRMAN OF THE APPOINTMENTS AND REMUNERATION COMMITTEE

INTRODUCTION

EXECUTIVE SUMMARY

SECTION 1 – REMUNERATION POLICY FOR 2025

SECTION 2 – COMPENSATION PAID IN 2024

ATTACHMENTS

LETTER FROM THE CHAIRMAN OF THE APPOINTMENTS AND REMUNERATION COMMITTEE

Dear Shareholders,

I am happy to present, on behalf of the Appointments and Remuneration Committee and the Board of Directors of Antares Vision S.p.A., the Annual Report on the Remuneration Policy for 2025 and the Compensation Paid in 2024 to Directors, Statutory Auditors and Key Management Personnel (KMP), which was approved by the Board of Directors on 24 March 2025.

The purpose of this document is to explain to all stakeholders as transparently as possible the elements that make up the remuneration policy for 2025 and the results of its application in 2024.

Introduction and role of the Committee

On 10 July 2024, the Shareholders' Meeting of Antares Vision S.p.A. appointed the new Board of Directors, setting the number of members at eleven, seven of whom are independent. The new Appointments and Remuneration Committee is made up of myself, Antonella Ambriola, as Chairman, Alessandra Bianchi and Vittoria Giustiniani. It is with great pleasure and profound gratitude that I would like to thank all the members of the Committee for their constant participation and precious contribution that enriches all of our activities, thanks to their extraordinary professionalism and experience.

Dialogue with the Stakeholders

Ever since the Committee was set up, it has shown its keenness to gather and assess the feedback and stimuli offered by the market on the subject of remuneration policy. It is our intention to ensure clear, correct, timely and complete communication with proxy advisors and institutional investors, with the utmost openness to dialogue and in compliance with the principles of equal information and the legislation applicable to the management and communication of documents and information regarding the Company.

Results in 2024

2024 was a major turning point for the Company, a year of change that featured a significant reinforcement of the organisational structure. Specifically, Gianluca Mazzantini was first appointed General Manager (in January) and then Group CEO at the Shareholders' Meeting at the end of February.

The management structure was further strengthened with the arrival of three new senior managers: Stefano De Rosa, as Group Chief Financial Officer (CFO), Alessandro Cazzaniga, as Group Head of Controlling and Carlo Corollo, who has taken on the role of Chief Human Resources Officer (CHRO).

These appointments have led to greater synergies within the Group and an improvement in processes and organisation, all supported by a new and more detailed financial and management reporting model.

On 18 June 2024, the Company presented its new Strategic Plan for 2024-2026, a three-year period in which Antares Vision Group expects consolidated revenue, with the same perimeter, to grow at an average rate (CAGR) of 4-6%, in line with the expected evolution of the markets in which the Group operates.

In order to obtain maximum efficiency from the new organisation, based on four distinct Cash Generating Units (CGUs), and enhance the centralisation project defined as "One Company", new processes and procedures have been implemented, allowing the Group to optimise its performance. The new organisation aims to follow changing market dynamics to the best of its abilities, adapting its performance to customers' requests and allowing a more targeted and effective management of the various business areas, supported by a solid central structure. Rapid implementation of the principal measures envisaged in the Industrial Plan, such as the

reorganisation of the workforce, a greater focus on containing fixed costs and better management of working capital, are allowing the Group to give a significant boost to its cash flow from operations.

Thanks to the acceleration in the results of the fourth quarter of 2024, the Group was able to meet and exceed the objectives set for FY 24. The Adjusted EBITDA Margin came to 15.3%, which was higher than the guidance of 11.5-14%, while the NFP/EBITDA ratio came to 2.7x, also better than the guidance of 4.1-3.3x.

The Remuneration Policy and Incentive Strategy for 2025

The new Remuneration Committee has played its consultative and proactive role in the application of the Remuneration Policy in line with the recommendations of the Corporate Governance Code to which the Company adheres.

Although the 2025 remuneration policy is substantially a continuation of the previous year's policy, in pursuit of the Company's interest, while taking into account the feedback from the stakeholder engagement process, it has been updated to introduce the following innovations:

• 1. Introduction of a new long-term incentive (LTI) plan for executives and key resources of the Group (to be submitted for approval at the Shareholders' Meeting on 7 May 2025);
• 1. Implementation of the new MBO policy to strengthen the "One Company" concept and align it with market practices;
• 1. Introduction of claw-back clauses in the MBO Policy for the entire managerial population starting in 2025;
• 1. Disclosure of the ESG plan and projects.

With reference to the new LTI plan that will be submitted for approval by the Shareholders' Meeting on 7 May 2025, bear in mind that the beneficiaries of the plan will include some key management personnel (KMP) that are not beneficiaries of the existing LTI plans, as well as other key executives and middle managers, both in Italy and in the rest of the Group. The plan will be based on the provision of Shares (Stock Grant) on a rolling mechanism with three 3-year cycles (2025-27, 2026-28 and 2027-29), each with an access gate, performance targets measured over a 3-year period and a further lock-up period at the end of each 3-year period in line with best market practices.

As regards the Incentive Policy, 2024 saw the introduction of a system aimed at enhancing the One Company approach (where the Group's results are the "implementing principle" of the entire MBO, both for the CEO and for the other beneficiaries) and – in line with the market – with a more stringent threshold, payment of overachievement and cascading ESG objectives for all managers. The above results have enabled the payment of the MBOs that were outlined in last year's Policy. It is worth remembering that the Group's New Variable Incentive System ("Individual Variable Compensation") – introduced in 2024 – is consistent with the "One Company" vision, identifying the Group's net financial position (NFP) and gross operating profit (EBITDA) as the two key parameters whose achievement triggers payment of the MBO, at the same time rewarding the work of each Business Unit or functional Team. Given the results achieved, payment of the 2024 MBO came to 100% for almost all beneficiaries. A claw-back clause has been introduced for 2025 and malus clause was introduced for management and similar levels at the Group level.

With regard to disclosure on the compensation paid in 2024, also in response to suggestions from proxy advisors and institutional investors, compared with last year Section II of this document has added:

• 1. Disclosure of the relationship between the remuneration of the Chief Executive Officer/General Manager and the average remuneration of Antares Vision S.p.A. employees;
• 1. With regard to the performance targets of executive directors within the scope of the short- and longterm incentive plans of which they are beneficiaries, full ex-post information on the results achieved and the performance targets set;
• 1. A graphical representation of the CEO-GM pay mix, and the average pay mix of other executive directors and KMP.

Lastly, as regards the elements of the remuneration policy that can be waived due to exceptional circumstances, they have been limited both in terms of the types of events and in their scope of application.

Conclusions

I leave you to read the Report on the 2025 remuneration policy and the compensation paid in 2024.

I leave you to read the Report on the Remuneration Policy for 2025 and the Compensation Paid in 2024. I trust in your understanding and support of the choices that we have made and I thank you on behalf of the Board for your willingness to express your support for the 2025 Remuneration Policy.

Antonella Ambriola

INTRODUCTION

This Report on Remuneration Policy and Compensation Paid (the "Report") was approved by the Board of Directors of Antares Vision S.p.A. ("Antares Vision" or the "Society") on 24 March 2025, with the support of the Company's Appointments and Remuneration Committee (the "Committee" or the "Appointments and Remuneration Committee"), and was prepared pursuant to art. 123-ter of Legislative Decree 24 February 1998, no. 58, as subsequently amended and integrated (the Consolidated Finance Act or "CFA") and in accordance with the provisions of art. 84-quater of the regulation adopted with Consob Resolution no. 11971 of 14 May 1999, as subsequently amended and integrated (the "Issuers Regulation").

This Report consists of two sections.

In Section I, called "Company policy on remuneration of members of the administrative and control bodies, general managers and key management personnel for 2025", the policy for 2025 regarding the remuneration of the members of the Board of Directors and the Board of Statutory Auditors, the general managers and key management personnel ("KMP") of the Company (the "Remuneration Policy" or "Politics") and the procedures used for its adoption and implementation. The Policy was approved by the Board of Directors on 24 March 2025, after the Committee issued a favourable opinion on it on 20 March 2025. The Remuneration Policy contributes to the corporate strategy, the pursuit of long-term interests and the sustainability of the Company.

In Section II, called "Report on the compensation paid to members of the administrative and control bodies, general managers and key management personnel in 2024", the individual items that make up the remuneration of the directors, statutory auditors, general managers and KMP of the Company are presented and explained, as paid to these individuals by Antares Vision and its subsidiaries during 2024.

For the members of the Board of Directors and the Board of Statutory Auditors, as well as for KMP, the second section provides the following information, where applicable:

• a) an adequate representation of each of the items that make up the remuneration, including the treatments envisaged in the event of termination of office or termination of the employment relationship, highlighting their consistency with the Company's remuneration policy relating to the financial year in question;
• b) analytically explains the compensation paid in 2024 for any reason and in any form by Antares Vision and by its subsidiaries and associates;
• c) explains how the Company has taken into account the vote expressed the previous year on the second section of the Report on the Remuneration Policy and the Compensation Paid;
• d) the shares that they hold in the Company.

INTRODUCTION TO THE MBO AND ALIGNMENT OF KEY GROUP OBJECTIVES

We would remind you that several changes have been made in the Remuneration Policy for 2025 compared with the one for 2024, including those related to the process of strengthening the Group's management structure, the MBO and the LTI system. Regarding the MBO policy, a Group Policy has been introduced that focuses on the CEO's objectives (also referred to as "goals" or "targets"); specifically, this Group MBO policy provides for a component that is the same for the so-called "Corporate" beneficiaries, who all have the same objectives, namely the Chairman, CEO, CFO and KMP. Achieving the Corporate goals is the implementing principle of the entire MBO; if the minimum threshold (85% of the target) is not reached, the MBO is not paid. Furthermore, in line with market practices, the new incentive scheme:

• A) introduces a stringent threshold of 85%;
• B) provides for the payment of over-achievement (but with a cap)1 ;
• C) it includes at least one ESG target in the scorecard of all employees (who are eligible for the system).

The first reporting cycle of this new MBO system will be included in Section II of this Remuneration Policy.

¹ For those employees for whom over-achievement is not explicitly excluded.

In conjunction with implementation of the MBO system, we also adopted goals linked to the Business Units, which are more objective and capable of providing precise reporting, in order to reduce the dependence on individual objectives, which by their nature are more volatile and harder to evaluate.

CORPORATE RESTRUCTURING

The Company carried out a significant reduction in personnel at Antares Vision (HQ and offices of the LSC Business Unit) in the first half of 2024. Despite this restructuring, the first line reporting directly to the CEO and all those persons identified as strategic for operations remained within the Group, demonstrating a strong commitment to the Company, sharing its continuity and growth prospects (92% retention).

COMMUNICATION AND ACTIVATION OF COMPENSATION

No salary reviews were carried out during 2024 as a cost-containment measure.

In the first months of 2025, the Salary Policy was implemented at Group level, introducing a strong link to budget constraints and giving an important signal of business continuity and trust in talents.

The pay review process allowed:

• a) a One Company approach synchronising decision-making across the Group and reinforcing the operating model;
• b) a strong empowerment of Business and Function Managers called upon to reward role changes and the most significant performances on a selective basis;
• c) as mentioned previously, an alignment with the budget process to ensure monitoring of all actions related to compensation and – consequently – cost containment.

In accordance with the provisions of Article 123-ter, paragraphs 3-bis and 3-ter, of the CFA, the Remuneration Policy, as explained in Section I of the Report, will be submitted to the binding vote of the Shareholders' Meeting convened at a single calling for 7 May 2025 and, in accordance with the provisions of Article 123-ter, paragraph 6, of the CFA, Section II of the Report will be submitted to the non-binding vote of the same Meeting, which will decide for or against it.

To this end, in accordance with the provisions of art. 84-quater of the Issuers Regulation, this Report is made available to the public at the Company's registered office, on the Group's website www.antaresvisiongroup.com, in the Investors/Governance section, as well as at the centralised storage mechanism , at least 21 days prior to the Meeting.

Lastly, note that the Shareholders' Meeting of 10 July 2024 (i) approved with a binding vote Section I of the Report on the Remuneration Policy for 2024, with a percentage of votes in favour equal to 86.36% of voters and (ii) voted in favour of Section II of the Report on the Remuneration Policy on the Compensation Paid in 2024, with a percentage of votes in favour equal to 86.37% of voters.

EXECUTIVE SUMMARY

The following table summarises the main elements of remuneration offered to executive directors and key management personnel under the 2025 Remuneration Policy.

EXECUTIVE DIRECTORS AND KMP

ELEMENT	PURPOSE	MAIN FEATURES	AMOUNTS (€ per year)
FIXED COMPENSATION / GROSS ANNUAL SALARY (GAS)	Remunerates the position held, to ensure an appropriate and competitive base remuneration	Reflects professional experience, organisational responsibility and technical skills, according to a principle of equal opportunities and retributive equity.	Chief Executive Officer (CEO) and General Manager (GM): Compensation for the position - of director: €32,500 Compensation for the powers - delegated to him: €100,000 GAS for the role of General - Manager: €270,000 Executive Chairman: Compensation for the position - of director: €32,500 Compensation for the powers - delegated to him: €110,000 "Employment Agreement" for - the role of Chairman of Antares Vision Inc.: \$337,500 (reduced by 25% from 1 May 2024) Executive Director and Chief Technology Officer (CTO): Compensation for the position - of director: €32,500 Compensation for the powers - delegated to him: €195,000 Key Management Personnel (KMP): defined by position
SHORT-TERM VARIABLE REMUNERATION (MBO Plan)	Remunerates annual performance, based on objective and measurable criteria	Linked to annual performance targets Access gate: Group EBITDA and NFP overall ≥ 85% of - the target CEO/GM Performance Targets (weight %): Group NFP (50%) - Group EBITDA (30%) - ROI (10%) - ESG target: Improved gender equality in - the Management Committee (10%) Corporate targets (Group EBITDA and NFP) also feature in the MBOs of the Chairman, other Executive Directors and KMP, each with a weight of between 25% and 50%. The other individual performance targets are tailored to the position and area of responsibility of the person concerned.	CEO/GM: €150,000 (target = maximum) Executive Chairman: €150,000 (target = maximum) CTO: €150,000 (target = maximum) Executive Director and General Manager Fast Moving Consumer Goods: €100,000 (target = maximum) KMP: defined by position

LONG-TERM VARIABLE REMUNERATION (GM Plan and Stock Plan)	Compensates the executive with a 5-year equity incentive system closely linked to performance targets. Fosters the convergence of interests toward long-term sustainable value creation, supporting the Strategic Plan and strengthening the retention of key resources	Linked to annual performance targets Performance Targets (weight %): - Group EBITDA (50%) Group NFP (30%) - ESG, measured by a scorecard (20%) - Lock-up period of 24 months on 100% of the shares assigned	Base number = maximum number of shares (2025 cycle allocations): CEO/GM: 276,484 shares - KMP: defined by position -
NEW LTI PLAN (to be submitted for approval by the Shareholders' Meeting on 7 May 2025)	To remunerate medium-term performance based on three-year objectives. To foster a convergence of interests towards the creation of sustainable value in the long term, supporting the Strategic Plan and strengthening the retention of key resources.	Linked to 3-year performance targets for 3 cycles (2025-27; 2026-28; 2027-29) Access gate: For each cycle, the access - condition is passed if no bank covenant violations have occurred Cumulative performance targets (weight %): - Group EBITDA (50%) Group NFP (40%) - ESG (10%) one or more targets over the 3- - year period of each cycle Lock-up period of 12 months on 50% of the shares assigned	Aimed at certain KMP not included in previous LTI Plans and other strategic Executives and Middle Managers of the Group Base number = maximum number of shares (allocations for each of the three cycles): Equal to 130% of MBO/GAS percentage value
TREATMENT IN THE EVENT OF TERMINATION OF OFFICE OR EMPLOYMENT	To support the attraction and retention of key resources	The CEO/GM is involved in the following agreements: End of Mandate Payment (EMP) on - termination of office as a director, for whatever reason: 7.5% of all amounts paid as fixed compensation for the powers delegated to him and the MBO - Good leaver compensation, envisaged contractually in line with market practice, subject to the signing of a conciliation agreement which provides for termination of employment and any other organic relationship with the Group and a waiver of any claim connected to the execution and termination of these relationships: 18 months of total fixed compensation + the average MBO received in the last 36 months	At present, the sum of the payments related to the non competition agreement, end of mandate and good leaver compensation would not exceed
NON-COMPETITION AGREEMENTS	To protect the company's interests following the departure of key resources	Under current agreements between the Company and the CEO/GM there is a non competition and no-poaching agreement for the entire duration of the Employment Relationship and for 12 months after its termination. The gross consideration is €185,000, and the provisions of the non competition and no-poaching agreement apply to the employment relationship, the position of director and any other positions held within the Group. The CEO/GM has also taken on an obligation of exclusivity for the entire duration of the overall relationship, with the preclusion of activities (even non competitive ones) being carried out for third parties, directly or indirectly and in any form, unless authorised otherwise in writing by the Company.	24 months of short-term fixed and variable remuneration (considering the maximum annual MBO) of the CEO/GM (also in the case of a maximum EMP)

NON-MONETARY BENEFITS (EXECUTIVES ONLY)

To integrate the social security and remuneration package from a "total reward" perspective

In favour of the CEO/GM, directors with specific roles and KMP, under the conditions laid down in their individual contracts and collective agreements:

• Insurance coverage against third-party liability in the exercise of their functions
• Health insurance coverage, also for the risk of death or disability - Mixed-use car
• A housing allowance, in certain cases.

SECTION I

COMPANY POLICY ON REMUNERATION OF MEMBERS OF THE ADMINISTRATIVE AND CONTROL BODIES, GENERAL MANAGERS AND KEY MANAGEMENT PERSONNEL FOR 2025

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

The main persons/bodies involved in the preparation, approval and revision of the Remuneration Policy and those responsible for its correct implementation are:

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

The Company has made use of independent experts to help in preparing this Remuneration Policy.

BOARD OF DIRECTORS
Chairman	Emidio Zorzella
Chief Executive Officer and General Manager	Gianluca Mazzantini
Executive Director with delegated powers (CTO)	Massimo Bonardi
Deputy Chairman and Lead Independent Director*	Giovanni Crostarosa Guicciardi
Executive Director with delegated powers (FT System)	Fabio Forestelli
Non-Executive and Independent Director**	Vittoria Giustiniani
Non-Executive and Independent Director*	Antonella Odero Ambriola
Non-Executive and Independent Director*	Alessandra Bianchi
Non-Executive and Independent Director*	Antonella Angela Beretta
Non-Executive and Independent Director*	Mariagrazia Ardissone
Non-Executive and Independent Director*	Paolo Silvio Tanghetti

* Meets the independence requirements of art. 148, paragraph 3, of the CFA and art. 2, Recommendation 7, of the Corporate Governance Code.

** Meets the independence requirements of art. 148, paragraph 3 of the CFA.

BOARD OF STATUTORY AUDITORS
Chairman	Andrea Bonelli
Acting Auditor	Anna Maria Pontiggia
Acting Auditor	Giovanni Rossi

BOARD COMMITTEES

CONTROL, RISK AND SUSTAINABILITY COMMITTEE
Chairman	Antonella Angela Beretta*
Member	Antonella Odero Ambriola*
Member	Alessandra Bianchi*
Member	Vittoria Giustiniani
Member	Giovanni Crostarosa Guicciardi

* The Control, Risk and Sustainability Committee has also been entrusted with the tasks and functions of the Related-Party Transactions Committee in the composition represented by the following Directors: Antonella Angela Beretta (Chairman), Antonella Odero Ambriola (member) and Alessandra Bianchi (member).

APPOINTMENTS AND REMUNERATION COMMITTEE
Chairman	Antonella Odero Ambriola
Member	Alessandra Bianchi
Member	Vittoria Giustiniani

Shareholders' Meeting

On questions regarding remuneration, the Shareholders' Meeting:

• determines the compensation of each member of the Board of Directors; it may also determine, according to the articles of association, a total amount for the remuneration of all of the Directors. Such compensation is set at a level sufficient to attract, retain and motivate people with the professional qualities necessary to manage the Company successfully. The Shareholders' Meeting also determines the compensation of each member of the Board of Statutory Auditors;
• expresses its vote on the Annual Report on the Remuneration Policy and the Compensation Paid approved by the Board of Directors on the proposal of the Committee;
• receives adequate information regarding implementation of the remuneration policies;
• decides on any remuneration plans based on shares or other financial instruments intended for Directors, employees and collaborators, including any KMP, pursuant to Article 114-bis of the CFA.

Board of Directors

The Board of Directors:

• in accordance with the provisions of the corporate governance code for listed companies adopted by the corporate governance committee of Borsa Italiana S.p.A. ("Borsa Italiana") in January 2020 (the "Corporate Governance Code"), which the Company has implemented, establishes a Committee as part of the Board. At least one member of the Committee must have adequate knowledge and experience of financial matters or remuneration policies; the skills assessment is carried out by the Board of Directors at the time of appointment;
• develops, with the assistance of the Committee, the policy on the remuneration of the members of the Board of Directors and the Board of Auditors, General Managers and other KMP;
• approves the annual report on the remuneration policy and compensation paid to be submitted to the Shareholders' Meeting;
• determines the remuneration due to the Directors with specific roles, pursuant to Article 2389, paragraph 3, of the Italian Civil Code, and sets the performance targets related to the variable component of such remuneration, on the proposal or following the opinion of the Committee, in any case in line with the remuneration policy and following the opinion of the Board of Statutory Auditors;
• divides the overall amount for the remuneration of all directors, including those with specific roles, as may be decided by the Shareholders' Meeting, in accordance with the law;
• prepares, with the assistance of the Committee, any remuneration plans based on shares or other financial instruments and submits them for approval to the Shareholders' Meeting pursuant to Article 114-bis of the CFA;
• implements any remuneration plans based on shares or other financial instruments if delegated by the Shareholders' Meeting.

Control, Risk and Sustainability Committee

In compliance with the provisions of Recommendation 16 of the Corporate Governance Code, the Board of Directors, in view of its mode of operation, size, and the organizational needs of the Company, has established an internal Control, Risk and Sustainability Committee composed of five nonexecutive and independent directors (Antonella Beretta, Antonella Ambriola, Vittoria Giustiniani, Alessandra Bianchi, and Giovanni Crostarosa Guicciardi), three of whom have adequate knowledge and experience in accounting, finance and risk management. The Control, Risk and Sustainability Committee has also been assigned the functions and duties regarding related party transactions.

Appointments and Remuneration Committee

In accordance with the provisions of Recommendation 16 of the Corporate Governance Code, considering its operating methods, its size and the organisational needs of the Company, the Board of Directors has established within itself the Appointments and Remuneration Committee, which carries out both the functions of the appointments committee referred to in Article 4 of the Corporate Governance Code, and the functions of the remuneration committee referred to in Article 5 of the Corporate Governance Code

Competencies

The Committee is a consultative body, with the task of assisting the Board of Directors in defining the policy for the remuneration of directors and KMP, taking into account the remuneration practices followed in the same industries for companies of a similar size, as well as comparable foreign experiences, making use, where necessary, of one or more independent external consultants.

In particular, the Committee has the duty, among others:

• to periodically monitor the adequacy, overall coherence and concrete application of the remuneration policy for directors and KMP, making use of the information provided by the CEO and other managing directors, and to make proposals on the matter to the Board of Directors;
• to submit proposals or express opinions to the Board of Directors on the remuneration of executive directors and other directors with specific roles, as well as on the setting of the performance targets linked to the variable element of this remuneration, to be defined also to assist the pursuit of sustainable success by the Company;
• to monitor the application of the decisions taken by the Board of Directors, verifying, in particular, the effective achievement of the performance targets.

Composition and mode of operation

The Committee is made up of at least 3 (three) members of the Board of Directors, all non-executive, the majority of whom meet the independence requirements indicated in the Corporate Governance Code. The Chairman of the Committee is chosen from among the independent directors. The members of the Committee must have adequate competencies in relation to the tasks they have to perform. In particular, at least one member of the Committee must have adequate knowledge and experience of financial matters or remuneration policies, to be assessed by the Board of Directors at the time of appointment.

As of the date of this Report, the Committee is made up of the following non-executive and independent directors: Antonella Odero Ambriola (Chairman), Alessandra Bianchi and Vittoria Giustiniani.

The current Committee will remain in office until the approval of the financial statements for the year ending 31 December 2026. With regard to the mode of operation, the Committee's regulation provides that:

• i the Committee meets as frequently as necessary to carry out its functions or when deemed appropriate by the Chair, also at the request of one or more of its members. The meeting is called by the Chair, or by her deputy, by any means suitable to ensure full knowledge of it, including advance notice by telephone or e-mail, at least 2 (two) working days before the date set for the meeting, except in cases of urgency for which shorter notice is permitted. The notice of calling must also be brought to the attention of the Board of Statutory Auditors, generally through its Chairman;
• ii Committee meetings are held also by audio and/or video conference, provided that all participants can be identified and are allowed to follow and intervene simultaneously in the discussion of the topics being addressed, as well as to view documents in real time – at the registered office of the Company or in another place where the Chairman of the Committee is located. Meetings are presided over by the Chairman or, in the case of absence or impediment, by the oldest member of the Committee;
• iii for meetings to be valid, a majority of the members has to be present. The Chairman of the Board of Auditors or another Acting Auditor designated by the latter may attend Committee meetings (without prejudice to the right of the other Acting Auditors to participate as well). On the invitation of the Chairman, other individuals who are not members of the Committee and whose contribution to the Committee's work is deemed useful by the Committee may also participate in meetings of the Committee, depending on the items on the agenda;
• iv the Committee's decisions are taken by a majority of the members taking part in the meeting. Any participant who has a personal or third-party interest in the subject of the resolution has to make this known to the Committee and has to abstain from voting on the matter, it being understood that no director shall take part in the meetings of the Committee in which proposals are made to the Board of Directors regarding their own remuneration;
• v the opinions and/or proposals and/or resolutions of the Committee have to be adequately reflected in the minutes of the meeting. The minutes, signed by the person chairing the meeting and by the Secretary, are transcribed in a special book established for this purpose. The Committee appoints, on the proposal of the Chair, also from time to time, a secretary, even if external to the Committee, who is entrusted with the task of drawing up the minutes of Committee meetings;
• vi the Board of Directors is informed of the meetings held by the Committee at the next board meeting;
• vii The Committee periodically verifies that the regulation is adequate in terms of how it functions and submits any proposals for modification or integration to the Board of Directors.

The Chairman of the Committee also has the task of planning and coordinating the Committee's activities, presiding over and guiding the conduct of the meetings and representing the Committee at meetings of the Board of Directors, also signing on behalf of the Committee the reports and opinions to be submitted to the Board of Directors. In the event of absence or impediment, the Chairman is replaced in all aspects by the oldest member of the Committee.

The Committee has the right to access information and corporate functions and structures, ensuring suitable functional and operational connections with them for the performance of its duties. The Committee can make use - at the expense of the Company and in any case within the limits of the budget approved by the Board of Directors – of external consultants with expertise in remuneration policies, after verifying that such consultants are not in situations that genuinely compromise their independence of judgement and, in particular, that they do not simultaneously provide the human resources department, directors or KMP with services of such significance as to genuinely compromise their independence of judgement.

Activities carried out in 2024

During 2024, the Appointments and Remuneration Committee met a total of 9 times, with an average duration of 1 hour and 27 minutes.

	APPOINTMENTS AND REMUNERATION COMMITTEE IN OFFICE UNTIL 10 JULY 2024
Cristina Spagna (Chairman)

Alberto Grignolo

7 meetings in 2024

Average duration: 1 hour and 34 minutes

Fabiola Mascardi

APPOINTMENTS AND REMUNERATION COMMITTEE IN OFFICE FROM 10 JULY 2024

Antonella Odero Ambriola (Chairman)

Alessandra Bianchi

Vittoria Giustiniani

4 meetings in 2024*

Average duration: 1 hour

(*) 2 CNR and 2 Induction

Lastly, pursuant to this report and in addition to the official meetings, the Committee held nine (9) Executive Meetings with Management.

The main activities carried out by the Committee (in its capacity as Remuneration Committee) in the year of reference are represented below:

1st HALF JANUARY – JUNE

2nd HALF JULY – DECEMBER

• Review and decisions regarding the final agreements with Mr. Mazzantini • Review and decisions regarding the new governance structure and revision of relationships with Emidio Zorzella and Massimo Bonardi • Review and decisions regarding recognition of the variable component of remuneration and the adoption of a new share incentive plan • Review of the letter from the Chairman of the Corporate Governance Committee • Review and decisions regarding the Report on the Remuneration Policy for 2024 and the Compensation Paid in 2023 • Verification of achievement of the 2023 targets set by the Remuneration Policy with reference to the short-term variable component of Executive Directors and KMP

• Onboarding and induction activities for the new Committee • Analysis of how the Shareholders' Meeting voted on remuneration resolutions • Analysis of the comments and feedback of proxy advisors and investors on the 2024 Remuneration Policy and launch of an engagement activity with the proxy advisors prior to preparation of the 2025 Remuneration Policy • Review and decisions regarding the new LTI plan for key Group executives, including KMP not included as beneficiaries of previous LTI plans • Review of the KPI reporting process in relation to LTI and MBO plans • Committee's Activity Plan (and calendar) for 2025

Executive directors

The Executive Directors provide the Committee with all information so that it can assess the adequacy and concrete application of the Remuneration Policy, with particular regard to the remuneration of KMP, where applicable.

Board of Statutory Auditors

In matters of remuneration, the Board of Statutory Auditors plays a consultative role, in the context of which it writes the opinions required by current legislation; in particular, the Board of Statutory Auditors expresses its opinion with reference to the proposals for the remuneration of executive directors and of the other directors with specific roles; in expressing its opinion, the Board of Auditors verifies that the proposals are consistent with the Remuneration Policy. The Board of Statutory Auditors takes part in Committee meetings.

Handling conflicts of interest

In accordance with Recommendation 26 of the Corporate Governance Code, no director takes part in meetings of the Committee when their remuneration is being discussed.

At the date of this Report, the procedure for regulating related-party transactions implemented by the Company (the "RPT Procedure") exempts its application (i) to resolutions of the Shareholders' Meeting referred to in Article 2389, first paragraph, of the Italian Civil Code relating to the compensation due to members of the Board of Directors of Antares Vision, (ii) to resolutions regarding the remuneration of Directors with specific roles included in the overall amount previously determined by the Shareholders' Meeting pursuant to Article 2389, third paragraph, of the Italian Civil Code and (iii) to resolutions of the Shareholders' Meeting referred to in Article 2402 of the Italian Civil Code relating to the compensation due to members of the Board of Statutory Auditors of Antares Vision.

Moreover, the RPT Procedure does not apply: a) to compensation plans based on financial instruments approved by the Antares Vision Shareholders' Meeting pursuant to Article 114-bis of the CFA and their execution and b) to resolutions, other than those indicated above, regarding the remuneration of the Directors of Antares Vision with specific roles, as well as of KMP, providing 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, was 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.

As detailed below in Paragraph 6 "Deputy Chairman of the Board of Directors and Lead Independent Director", on 10 July 2024, the Board of Directors appointed the independent Director Giovanni Crostarosa Guicciardi as Deputy Chairman of the Board of Directors with a view to further strengthening the Company's governance structure. On 9 September 2024, the Appointments and Remuneration Committee resolved to propose to the Board of Directors to recognise Euro 70,000 gross per year as additional compensation for the position of Deputy Chairman.

On the same date, the Control, Risk and Sustainability Committee, acting as the Related-Party Transactions Committee, with reference to the remuneration proposal in favour of the Deputy Chairman of the Board of Directors, verified that it qualified as a "transaction of minor importance" pursuant to the RPT Procedure and Consob Regulation no. 17221 of 12 March 2010 (the "RPT Regulation"). So, applying the procedure provided for in art. 7 of the RPT Regulation, the Committee expressed a favourable opinion on the Company's interest in completing the transaction and on the convenience and substantial correctness of the conditions. Specifically, with regard to the Company's interest in completing the transaction, the Committee noted that the transaction allows Antares Vision to further strengthen its governance structure through the appointment of a Deputy Chairman with powers – to be exercised in coordination with the Chairman of the Board of Directors – to ensure the proper functioning of Antares Vision's corporate governance system; with regard to the convenience and substantial correctness of the conditions, the compensation proposed in favour of the Deputy Chairman of the Board of Directors, equal to Euro 70,000 gross per year, also in light of the nature of the powers conferred to him (since these are powers relating to corporate governance and not management), is in line with the practice found in this area for comparable companies, as represented in the benchmarking analysis carried out by a leading law firm and in the Committee's records, proving adequate, coherent and capable of giving concrete and correct

application to the 2024 Remuneration Policy approved by the Company's Shareholders' Meeting on 10 July.

Following the checks of the Control, Risk and Sustainability Committee (acting as the Related-Party Transactions Committee), on 12 September 2024 the Board of Directors approved the proposal of the Appointments and Remuneration Committee to award Euro 70,000 gross per year as additional compensation for the position of Deputy Chairman. For further details, particularly on the powers attributed to the Deputy Chairman of the Board of Directors, please refer to Paragraph 3 "Remuneration of members of the administrative and supervisory bodies, general managers and key management personnel" below, and in particular in sub-paragraph 6 "Deputy Chairman of the Board of Directors and Lead Independent Director".

2. Purposes, principles, duration and process for the definition and approval of the Remuneration Policy

The Remuneration Policy is functional to the pursuit of the sustainable success of the Company and takes into account the need to have, retain and motivate people with the skills and professionalism required for the role played in the Company; The Remuneration Policy is aimed at attracting, motivating and retaining qualified professional resources who have the best skills and professionalism required for the business and for the pursuit of the Company's objectives, with a view to sustainable growth of value and through the definition and implementation of mechanisms that connect individual performance and the increase in value of the Company.

The Remuneration Policy is also instrumental in aligning the interests of management with those of the shareholders, pursuing the priority objective of creating value in the medium-long term, also through the balanced and careful identification of a close link between remuneration and individual performance. This contribution is provided through greater and more conscious involvement of shareholders who are called upon to express their binding vote on the Remuneration Policy.

Lastly, in pursuing these purposes, the Remuneration Policy, and in particular the policy on variable remuneration components, contributes to the corporate strategy, the pursuit of long-term interests and the sustainability of the Company.

The remuneration policy is developed by the Board of Directors, through a transparent procedure. On the Committee's proposal, the Board of Directors defines and adopts the remuneration policy in its various aspects and, specifically, establishes the contents regarding the remuneration policy of the members of the administrative and control bodies and the incentive plans. Furthermore, as regards deciding the remuneration of Directors with specific roles, the Board of Directors takes into account the prior opinion of the Board of Statutory Auditors pursuant to the law and the Articles of Association. Having examined and approved the remuneration policy, the Board of Directors submits it to the binding vote of the Shareholders' Meeting. The Board of Directors ensures that the remuneration paid and vested 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 criteria and principles:

• a balance between the fixed component and the variable component, short and long term, that is adequate and consistent with the Company's strategic objectives and risk management policy, taking into account the characteristics of the business activity and the sector in which it operates, in order to avoid conduct that is not aligned with the creation of long-term value for the Company and its shareholders. In particular, the Company believes that the variable part of the remuneration of the Executive Directors represents a significant part of the overall remuneration;
• maximum limits on the provision of variable components;
• the measurability of the variable component of remuneration, significantly correlated to the achievement of specific targets and the Company's performance, according to financial parameters that are clearly perceived by the market, such as EBITDA. In compliance with the Corporate Governance Code, the performance targets are (i) predetermined, measurable and realistic in that they are clear, concrete in the expected results and potentially achievable, compatibly with the nature of the targets in question on each occasion, (ii) significantly linked to a long-term horizon, (iii) priority, as they are directly and significantly connected to the Company's medium-long term strategy, (iv) consistent with the strategic objectives of the Company and aimed at promoting the sustainable success of the Company, including non-financial parameters, where relevant, and (v) defined in terms of timing, as they are placed within a specific temporal dimension. The achievement of these targets is verified at least once a year by the Board of Directors, after the Committee has made its assessment;

• consistency with the pursuit of the Company's long-term interests, including non-financial ones, guaranteed by the payment methods of the variable part of the remuneration of the Executive Directors, according to defined thresholds and limits; contribution to the corporate strategy and sustainability of the Company;
• an adequate period of deferral with respect to the moment of vesting for the payment of a significant part of the variable component, in line with the characteristics of the business activity and the related risk profiles;
• performance measurement on a stepped basis, which make it possible to ascertain and reward the true value of management.

These principles of the Remuneration Policy also take into account the respect and promotion by the Company of corporate sustainability, through continuous attention to ESG values - of which the Antares Vision Group (the "Group" or the "Antares Vision Group") as a whole is promoted and guaranteed by the Risk Control and Sustainability Committee - not only in order to guide the business model, but also the entire business reality on a day-to-day basis.

Therefore, for the purpose of disbursing the variable remuneration (short and/or medium-long term), alongside objectives more strictly linked to economic-financial performance, objectives more closely linked to sustainability and ESG values were assessed and introduced. The indicators that have been selected are aligned with the challenges that the parent company first, but eventually all the entities belonging to the Antares Vision Group ecosystem, will have to face in terms of sustainability and that, in a perspective of due transparency and coherence, have been explained and substantiated in the Sustainability Report published by the Company.

The fixed and variable remuneration components of the Executive Directors are adequately balanced so that the fixed remuneration is sufficient to reward the performance of the person concerned in the event that the variable component is not paid due to a failure to achieve the objectives to which it is subject.

The remuneration policy for non-executive directors provides for compensation appropriate to the competence, professionalism and commitment required by the tasks assigned to them within the Board of Directors and the board committees; This compensation is not tied to objectives of financial performance.

The remuneration of the members of the Board of Auditors provides for compensation appropriate to the competence, professionalism and commitment required by the importance of the role played and to the dimensional and sectoral characteristics of the company and its situation.

This Remuneration Policy is determined also taking into account the compensation and working conditions of the Group's employees. In particular, this Remuneration Policy is composed of various tools and types of logic, applied to the entire company population, aimed at attracting, motivating and retaining people with the professional qualities needed to contribute to the Company's growth strategy and to the strengthening of its long-term interests and sustainability.

It is based on the principles of fairness, equal opportunities, meritocracy and competitiveness with respect to the market.

The definition of the remuneration of the company population takes into consideration specific criteria, including the comparison with the external market and the internal equity of the Company, the characteristics of the role and the responsibilities attributed, as well as the distinctive skills of the people, always with a view to maximum objectivity, in order to avoid any form of discrimination.

In order to have people with adequate competence and professionalism, the remuneration of directors, both executive and non-executive, and of the members of the supervisory body has been defined taking into account the remuneration practices widespread in the reference sectors and for companies of a similar size, also considering comparable foreign experiences and making use of an independent consultant. The Remuneration Policy has been defined using the remuneration policies of other companies as a point of reference.

This Remuneration Policy has a one-year duration and will therefore remain in force until the remuneration policy for 2026 is approved.

The Shareholders' Meeting held on 10 July 2024, in accordance with the provisions of the applicable legislation, approved with a binding vote the remuneration policy for 2024 as described in Section I of the report on the remuneration policy for 2024 and the compensation paid in 2023, with a percentage of favourable votes equal to 86.36% of voters, substantially in line with that obtained in the previous Shareholders' Meetings.

The vote therefore saw a large majority in favour of approving the remuneration policy for 2023.

Compared with the remuneration policy for 2024, this Remuneration Policy introduces several innovations, including a new LTI Plan for executives and key resources of the Group (to be submitted for approval by the Shareholders' Meeting on 7 May 2025), implementation of the new MBO policy to strengthen the One Company concept in line with market practices, and the introduction of clawback and malus clauses in the MBO policy for Executives and equivalent figures in the Group, as indicated from time to time in the following paragraphs of Section I of this Report.

This revision takes into account the votes and assessments expressed by shareholders during the General Meetings of 28 February 2024 and 10 July 2024. Indeed, particular attention was paid to the evidence emerging from the analysis and insights into the results of the vote at the Shareholders' Meeting and the feedback received from shareholders, as well as the results of the engagement with proxy advisors. In this perspective, great importance is given to continuous interaction with all company stakeholders, taking on board every idea of potential development, in order to achieve constant improvement in the adoption of market best practices.

In this regard, in defining the new LTI plan that will be submitted for approval to the Shareholders' Meeting of 7 May 2025 (which includes, among others, KMP who are not beneficiaries of previous LTI plans), some feedback has been received through the implementation of market best practices: the new plan will be based on a rolling mechanism with three 3-year cycles (2025-27, 2026-28 and 2027-29), each with an access condition (or "gate"), performance targets measured over a 3-year time frame and a further lock-up period at the end of each 3-year period.

3. The remuneration of members of the administrative and supervisory bodies, general managers and KMP

1. Board of Directors

At the date of this Report, the Board of Directors in office from the date of appointment by resolution of the Shareholders' Meeting dated 10 July 2024 is made up as follows:

• Emidio Zorzella Chairman of the Board of Directors and Director with powers;
• Gianluca Mazzantini Chief Executive Officer;
• Massimo Bonardi Director with powers (Chief Technology Officer);
• Giovanni Crostarosa Guicciardi Deputy Chairman of the Board of Directors and Lead Independent Director, Independent Director;
• Fabio Forestelli Director with powers at the subsidiary FT System S.r.l.;
• Vittoria Giustiniani** Non-executive Director, Independent Director;
• Antonella Odero Ambriola* Non-Executive Director, Independent Director;
• Alessandra Bianchi* Non-Executive Director, Independent Director;
• Antonella Angela Beretta* Non-Executive Director, Independent Director;
• Maria Grazia Ardissone* Non-Executive Director, Independent Director;
• Paolo Silvio Tanghetti* Non-Executive Director, Independent Director.

* Meets the independence requirements of art. 148, paragraph 3, of the CFA and art. 2, Recommendation 7, of the Corporate Governance Code.

** Meets the independence requirements of art. 148, paragraph 3 of the CFA.

The Shareholders' Meeting of 10 July 2024, among other things, appointed the Board of Directors in office until the approval of the financial statements at 31 December 2026 and therefore resolved, pursuant to art. 17 of the Articles of Association, to assign a total annual compensation of Euro 32,500 to each Director, to be determined pro-rata in relation to the period of the year during which each member of the Board of Directors held the particular office; without prejudice to the determination of the compensation to be attributed to the Directors with specific roles pursuant to art. 2389, paragraph 3, of the Civil Code and of the additional compensation for taking part in board committees by the Board of Directors, on the proposal of the Appointments and Remuneration Committee, having heard the opinion of the Board of Statutory Auditors, all in accordance with the remuneration policies adopted from time to time by the Company.

2. Directors with specific roles and General Manager

From a legal and statutory perspective, the remuneration of the Directors with specific roles in the Company is established on the basis of the methods set out in Article 2389, paragraph 3, of the Italian Civil Code, which provides that "The remuneration of the directors with specific roles in accordance with the articles of association is established by the board of directors, after hearing the opinion of the board of statutory auditors. If the articles of association provide for it, the shareholders' meeting can decide on a total amount for the remuneration of all directors, including those with specific roles".

Pursuant to Article 17 of the Articles of Association: "The remuneration of directors with specific roles is established by the Board of Directors, after consulting the Board of Statutory Auditors. The Assembly has the power to determine a total amount for the remuneration of all directors, including those with specific roles, to be shared by the Board of Directors in accordance with the law".

By way of compensation for the permanent managerial employment relationship with the role of General Manager (the "Employment Relationship"), Gianluca Mazzantini is awarded: (i) a gross annual salary of Euro 270,000 (two hundred and seventy thousand), to be paid pro rata temporis in line with the applicable national collective labour contract (CCNL); (ii) participation in a stock incentive plan as explained more fully in paragraph 4 below.

Components of remuneration

The remuneration of Directors with specific roles may include, in addition to the overall annual compensation due to each Director, a gross annual fixed component and a variable component. In determining the remuneration and its individual components, the Board of Directors, on the proposal of the Appointments and Remuneration Committee, takes into account (i) the specific content of the delegated powers, thereby ensuring that, in the case of a variable component, the same is consistent with the nature of the tasks assigned; and/or (ii) the functions and roles actually performed within the Company; and/or (iii) the market benchmark relating to positions similar in complexity and responsibility, referred to the identified peer group.

Gross annual fixed component

The gross annual fixed component is to be identified as an annual total for Directors with specific roles (in addition to the annual total compensation due to each Director) and, in the case of a variable component, must be sufficient to remunerate the performance of the Director with specific roles in the event that the variable component is not paid due to a failure to achieve the performance targets set by the Board of Directors.

The level of the fixed remuneration is mainly related to: (i) the person's professional specialisation; (ii) their role in the organisation; (iii) their responsibilities; (iv) market practice for comparable positions and professional qualifications.

Variable component

The variable component of the remuneration of Directors with specific roles can consist of a short-term variable compensation (MBO) and, possibly, also a medium-long term variable compensation (LTI).

In this sense, the remuneration system for the management of the Company and the Group is aimed at attracting, motivating and retaining key resources and is defined in such a way as to align the interests of management with those of the Shareholders, pursuing the priority objective of creating sustainable value in the medium-long term, through an effective and verifiable link between remuneration, on the one hand, and individual performance and that of the Antares Vision Group on the other.

Taking into account the nature of the activity, the Board of Directors has decided that time horizons of twelve months allow for the determination of targets that are sufficiently consistent with the performance of the market in which the Company operates and with a prudent risk management policy.

Payment of the variable component takes place on a deferred basis with respect to the moment of vesting – being subject to the approval of the annual financial statements – in order to allow correct management of corporate risks in the context of the Company's Remuneration Policy.

From a measurement point of view, the short-term (MBO) and medium-long term (LTI) variable compensation is determined by also taking market practices into account.

Compensation measurement

On 12 September 2024, the Board of Directors established the compensation of the Directors with specific roles pursuant to art. 2389, paragraph 3, of the Italian Civil Code, in implementation of the applicable legislative and statutory provisions and in compliance with the current remuneration policies.

Without prejudice to the above, the amount of compensation paid to Directors with specific roles at the date of this Report is set out below.

Gianluca Mazzantini has been awarded compensation both for the Employment Relationship (as specified above) and for his role as Chief Executive Officer.

As compensation for his role as CEO, Gianluca Mazzantini has been awarded:

• a fixed emolument for each financial year pro rata temporis which includes (i) as provided for each Director, a total fixed gross annual compensation equal to Euro 32,500 (thirty-two thousand five hundred) for acting as a Director (the "fixed emolument for the position") and (ii) a total gross fixed annual compensation of Euro 100,000 (one hundred thousand) for the position of Chief Executive Officer (the "fixed emolument for the powers delegated to him");
• a variable emolument (MBO) for each financial year (on a pro-rata temporis basis) based on the achievement of targets set by the Board of Directors and of a maximum amount equal to Euro 150,000 (one hundred and fifty thousand) gross per year; in the event that Gianluca Mazzantini is not confirmed on the natural expiry date of his position as Chief Executive Officer (including any subsequent renewals), the variable emolument, through separate agreements, will become part of the economic treatment awarded to him within the scope of the Employment Relationship.

Emidio Zorzella has been awarded:

• a fixed emolument for each financial year pro rata temporis which includes (i) as provided for each Director, a total fixed gross annual compensation equal to Euro 32,500 (thirty-two thousand five hundred) for acting as a Director, and (ii) a fixed gross annual compensation equal to a total of Euro 110,000 (one hundred and ten thousand) for exercising the powers delegated to him by the Board of Directors;
• a gross annual compensation of USD 337,500 (three hundred and thirty-seven thousand five hundred) pursuant to the "Employment Agreement" entered into by Emidio Zorzella with Antares Vision Inc., regarding the role of Emidio Zorzella as Chairman of the Board of Directors of Antares Vision Inc.; the contract, signed on 1 February 2023 and expiring on 31 December 2024, has been extended by the Board of Directors until the expiry of the mandate of the Board of Directors appointed by the Shareholders' Meeting on 10 July 2024, in line with the remuneration policy for 2024: as already mentioned in last year's Report, Emidio Zorzella had already accepted to see his gross annual compensation reduced by 25%, from the previous \$450,000 to the current USD 337,500 gross per year, starting from May 2024;
• a variable emolument (MBO) for each financial year (on a pro-rata temporis basis) based on the achievement of targets set by the Board of Directors and of a maximum amount equal to Euro 150,000 (one hundred and fifty thousand) gross per year.

Massimo Bonardi has been awarded:

• a fixed emolument for each financial year pro rata temporis which includes (i) as provided for each Director, a total fixed gross annual compensation equal to Euro 32,500 (thirty-two thousand five hundred) for acting as a Director, and (ii) a gross fixed annual compensation equal to a total of Euro 195,000 (one hundred and ninetyfive thousand) as compensation for the position of Director with powers;
• a variable emolument (MBO) for each financial year (on a pro-rata temporis basis) based on the achievement of targets set by the Board of Directors and of a maximum amount equal to Euro 150,000 (one hundred and fifty thousand) gross per year.

Fabio Forestelli has been awarded:

• a fixed emolument for each financial year pro rata temporis which includes (i) as provided for each Director, a total gross fixed annual compensation of Euro 32,500 (thirty-two thousand five hundred) for acting as a Director and (ii) a gross fixed annual compensation of Euro 250,000 (two hundred and fifty thousand) as compensation for the position of Director with powers at the subsidiary FT System;
• a variable emolument (MBO) for each financial year (on a pro-rata temporis basis) based on the achievement of targets set by the Board of Directors and of a maximum amount equal to Euro 100,000 (one hundred thousand) gross per year.

Pay-Mix

The remuneration policy described for Directors with specific roles who are awarded not only a fixed, but also a variable compensation, is established with the aim of achieving an optimal balance between fixed, shortterm (MBO) and long-term (LTI) variable components, based on the full or partial achievement of corporate objectives.

In this regard, we would specify that the balance between the fixed and variable components of remuneration on the total remuneration package has been established - in line with previous years - taking into account the strategic objectives of the Company and its characteristics, envisaging in any case that the variable part should represent a significant part of the overall remuneration.

The following graphs represent the structure of the so-called Pay-Mix for 2025, i.e. the distribution of compensation between the fixed, short-term variable (MBO) and long-term variable (LTI) components, taking into account the maximum amount that can be paid as the short-term variable component. Specifically, the pay-mix of the Chief Executive Officer/General Manager and the average pay-mix of the other executive directors are explained below. In line with best market practices, the remuneration package of the CEO/GM is characterised by a clear prevalence of the long-term variable component, which represents more than 60% of the pay-mix.

For the purposes of the calculation, the annual LTI quota is valued at the stock price on 31/12/2024 (€3.12 per share). EUR/USD exchange rate at 31/12/2024 - 1.0389.

3. Key Management Personnel

From the point of view of remuneration policy, the remuneration of key management personnel (KMP) can also be composed, in addition to a fixed component (possibly consisting of the basic salary and other forms of continuous remuneration contractually provided for), of a variable component, both short-term (MBO) and medium-long term (LTI), linked to predetermined, measurable targets and to the creation of value for the Shareholders.

As of the date of this Report, the following persons have been identified as the Company's KMP:

• Fabio Forestelli, due to his executive and strategic role in the subsidiary FT System S.r.l.;
• Gianfranco Landolfi, due to the key role he plays in the Life Sciences & Cosmetics sector General Manager LS&C;
• Mattia Assanelli, due to the key role he plays in the Service sector General Manager Service, and in the Supply Chain Transparency sector;
• Stefano De Rosa, due to the key role he plays as the Financial Reporting Manager responsible for preparing the corporate accounting documents of Antares Vision S.p.A.

It is understood that the Remuneration Policy may also be applied to other KMP who may be identified by the Company during the year that the policy refers to; in this case, their remuneration must be established by applying the guidelines set out in the Remuneration Policy.

Please note that as of the date of this Report, with regard to the medium-long term incentive system (LTI) based on financial instruments, Gianfranco Landolfi is a beneficiary of the First Stock Option Plan. For further information on the plan, please refer to Paragraph 3 "Remuneration of members of the administrative and control bodies, general managers and key management personnel" in this Report, and in particular to the subparagraphs called "First SOP" and "Object and methods of implementation of the Stock Option Plans", as well as to Table 2A at the end of the document.

As of the date of this Report, the Executive Directors Massimo Bonardi and Fabio Forestelli are not employed by Antares Vision or by other Group companies. On the other hand:

• Gianluca Mazzantini is linked to the Company by an employment relationship under a contract signed on 22 January 2024 concerning his role as General Manager;
• Emidio Zorzella is linked to Antares Vision Inc. by an "employment agreement" under a contract signed on 1 February 2023 and extended on 12 September 2024, concerning his role as Chairman of the Board of Directors of Antares Vision Inc.;
• Gianfranco Landolfi is linked to the Company by an employment relationship under a contract signed on 19 March 2012, subsequently amended2 , concerning his role as General Manager of the Lifesciences&Cosmetics Business Area;
• Mattia Assanelli is linked to the Company by an employment relationship under a contract signed on 10 March 2014, subsequently amended, concerning his role as General Manager of the Service Business Area and Member of the Supply Chain Transparency Steering Committee;
• Stefano De Rosa is linked to the Company by an employment relationship under a contract signed on 15 April 2024 concerning his role as Chief Financial Officer (CFO).

Pay-Mix

The remuneration policy described for KMP who are awarded not only a fixed, but also a variable compensation, is determined with the aim of achieving an optimal balance between fixed, short-term (MBO) and long-term (LTI) variable components, based on the full or partial achievement of corporate objectives.

Pursuant to the Remuneration Policy, in relation to the remuneration of KMP, considering the set of short-term variable target components, the fixed component has a percentage weight not exceeding 72% of the total annual remuneration and the set of such variable target components has a percentage weight not less than 28% of the total remuneration.

²Note that, by virtue of his position as General Manager of the Lifesciences & Cosmetics business area taken on by Gianfranco Landolfi on 11 October 2022, the Company and Gianfranco Landolfi have signed a new "Non-competition and no-poaching agreement".

4. The variable component of remuneration

i) Short-term variable component – so-called Management by Objectives

Payment of the short-term variable component (MBO) for Directors with specific roles and KMP is linked to the achievement of performance targets.

On the proposal of the Appointments and Remuneration Committee, the Board of Directors identifies these performance targets and determines the amount of the maximum annual variable compensation for Directors with specific roles and KMP to be paid based on their achievement.

The performance targets of Directors with specific roles and KMP can be measurable on a continuum (typically on economic or time factors) or linked to specific projects and can be traced back to the "corporate targets" and "individual targets".

Corporate targets consist of economic-financial objectives and are also valid for the entire company population entitled to the variable component of remuneration (except for the director of Internal Audit for whom different objectives may be identified in relation to the position). The corporate targets identified for 2025 are represented by the Group's EBITDA and NFP.

Individual targets vary according to the person's position and area of responsibility. There must be at least one ESG target among the individual objectives of the CEO, KMP and other top managers.

For the sake of completeness, it should be noted that the individual targets (including ESG targets) of the top managers called upon to manage a certain Unit - meaning indifferently a Function (e.g. Administration Finance

Control, Human Resources, IT), a Business Area (LS&C, FMCG, Supply Chain Transparency, Service) or a Branch (a legal entity operating in a market / country) - become "Unit targets", i.e. targets that are the same for all employees who are members of the Unit concerned; these Unit targets are therefore added to the individual targets of said employees.

Each individual target is assigned a percentage weight. The sum of all the weights related to the category of "individual targets" together with the two corporate targets evaluated as a whole leads to the overall result of 100% of the MBO value.

When evaluating the results, the weights of the various targets are multiplied by the pay-out values based on the rules in the table below, giving a result for each target, which together give the final value of the overall payout percentage of the MBO.

On 24 March 2025, on the proposal of the Appointments and Remuneration Committee, the Board of Directors decided the maximum amount of the annual variable compensation (MBO) for Directors with specific roles in 2025:

Role	MBO Target
Gianluca Mazzantini – Chief Executive Officer and General Manager	€150,000
Massimo Bonardi – Director with powers and Chief Technology Officer	€150,000
Emidio Zorzella – Chairman of the Board of Directors and Director with powers	€150,000
Fabio Forestelli – Director with powers and GM of Fast Moving Consumer Goods (FMCG)	€100,000

For key management personnel, the maximum annual variable compensation (MBO) for 2025 has been defined as a certain percentage of the Gross Annual Remuneration (GAR) or in monetary value.

MBO performance targets must be challenging, measurable and relevant for the person concerned, excluding objectives of a merely evaluative or behavioural nature. The indicative outline of the MBO 2025 performance targets for Directors with specific roles and for KMP is provided below.

Role	Targets		Weight
Gianluca Mazzantini – Chief Executive Officer and General Manager	Corporate	Group NFP	50%
		Group EBITDA	30%
	Individual	ROI	10%
		ESG - Obtaining Gender Equality Certification for the Group's two Italian companies according to the UNI-PDR 125:2022 standard	10%
Massimo Bonardi – Director with powers and Chief Technology Officer	Corporate	Group NFP	25%
		Group EBITDA	25%
	Individual	Strategic Project – R&D project implementation	15%
		Strategic Project – Re-engineering process	10%
		Strategic Project – New business platform	15%

		ESG – E1.A.1 (climate change - energy - increasing energy efficiency)	10%
Emidio Zorzella – Chairman of the Board of Directors and Director with powers	Corporate	Group NFP	50%
		Group EBITDA	30%
	Individual	Strategic Project – North America business development	10%
		Strategic Project – Agritech business development	5%
		ESG - Achievement of "USA" objectives LTI Scorecard	5%

Fabio Forestelli – General Manager of Fast Moving Consumer Goods (FMCG)	Corporate	Group NFP	25%
		Group EBITDA	25%
	Individual	FMCG Net Sales	10%
		EBITDA - FMCG	15%
		Operating Cash Flow - FMCG	15%
		ESG - E1.A.2.2 (climate change - energy - transition to renewable energy)	10%

Gianfranco Landolfi –	Corporate	Group NFP	25%
		Group EBITDA	25%
	Individual	LSC Net Sales	10%
General Manager Life Sciences & Cosmetics		EBITDA - LSC	15%
		Operating Cash Flow - LSC	15%
		ESG – G1.B.3.1 – Business Conduct and Economic Performance	10%

	Corporate	Group NFP	25%
Mattia Assanelli		Group EBITDA	25%
General Manager Service and Member of SCT	Individual	EBITDA - SERVICE – All BA (before corporate allocation)	15%
Steering Committee		EBITDA - SCT – L4 LS&C + Agritech + TTC (No Acsis /L5) (before corporate allocation)	15%
		NET SALES - SCT - – L4 LS&C + Agritech + TTC (No Acsis /L5)	10%

		NET SALES - SERVICE	5%
		S4.A.1 Consumers and end-users - ESG – Personal safety of consumers and/or end users	5%
	Corporate	Group NFP	50%
Stefano De Rosa –		Group EBITDA	30%
Chief Financial Officer	Individual	ROI	10%
		ESG - G1.B.1 - Business Conduct	10%

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

The disbursement of the MBO is subject to passing an access gate by virtue of which no incentive is disbursed in the event of failure to achieve the corporate objectives (Group EBITDA and NFP) considered both overall and individually. Specifically, the percentage of achievement of the two objectives with respect to the targets identified must reach at least 85% overall and – individually – each objective must exceed at least 80%. The MBO is therefore paid only if the access gate is passed and in relation to the degree of achievement of individual performance targets.

Individual performance targets are assessed on a case-by-case basis and the minimum threshold for payment in relation to each individual target within the "Individual Targets" categories (or "Unit Targets" for the rest of the company population as indicated above) is 85% of the target. For this reason, each individual objective that exceeds the minimum under-achievement threshold pays the relevant share even if – as a whole – the "individual targets" category is below the 85% threshold. For the so-called "discrete" objectives – i.e. those measured by the achievement or otherwise of what is required – where possible and appropriate, the quality of what is produced can be assessed, i.e. whether the result is acceptable or "close to achievement".

ACCESS GATE
Overall level of achievement of corporate targets (Group EBITDA and NFP)
< 85%			0%
PERFORMANCE TARGETS
CORPORATE TARGETS	THRESHOLD (% of target)
Group NFP	80%
Group EBITDA	80%
SINGLE INDIVIDUAL TARGETS	85%
VESTING & PAYOUT
OVERALL ACHIEVEMENT LEVEL		PAYOUT (% of MBO Target)
From 85% to 115%		Linear proportion between 85% and 115%
From 115% to 120%		115%

A summary diagram of the payout activation mechanisms is shown below, together with the link between the overall level of achievement of performance targets and payout:

For all beneficiaries, including the Chief Executive Officer/General Manager, the Chairman and other executive directors and key management personnel (except as described below), there is a cap equal to 100% of the MBO target (see table above), which therefore represents the maximum amount that can be paid out under the MBO: the vesting mechanism described in the chart, which provides for a cap at 130% of the target MBO in correspondence with an overall performance equal to 150% of the target, only applies to two executives with strategic responsibilities.

The MBO payment occurs in a single solution following the approval of the consolidated financial statements for the financial year to which the performance targets refer and the verification of their actual achievement, as well as following the verification of the existence of any additional conditions contractually required (e.g. still being an employee at the time of payment of the MBO, not being in the notice period for resignation, absence of certain disciplinary measures in the reference period).

Verification of the achievement of the performance targets in relation to the MBO of Directors with specific roles and of KMP is carried out by the Board of Directors, following an assessment by the Appointments and Remuneration Committee.

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

In line with best market practices adopted by national and international listed companies, the Company believes that compensation plans based on financial instruments constitute an effective incentive and loyalty tool for those who hold key positions, in order to maintain a high level of performance, improve it and contribute to increasing the growth and success of the businesses, as well as helping to align management decisions with the long-term interests of the shareholders.

Plan called "First SOP"

The Antares Vision Shareholders' Meeting of 20 May 2020 approved a share incentive plan (the "First Stock Option" or "First SOP"), to be implemented through the free assignment of a maximum of 1,000,000 options for subscription and/or paid assignment of ordinary shares representing the capital of the Company to executive directors and key employees of the Company and of companies directly or indirectly controlled by the Company, to be identified taking into account the role played within the Antares Vision Group and the incentive and loyalty function of the Plan. In particular, the Board of Directors (with the power to sub-delegate to one or more of its members) identifies the beneficiaries among the managerial figures of the Antares Vision Group, including the Executive Directors and the key management personnel of the Company, who occupy

positions deemed by the Board of Directors, with the support of the Committee, to be relevant 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, already assigned on 22 June 2020 and 20 July 2020;
• a maximum of 333,333 Options, to another tranche of Beneficiaries already assigned on 20 May 2021;
• an additional maximum of 333,333 Options, to one or more other tranches of Beneficiaries (even if fully or partially coinciding with Beneficiaries already assigned), within 24 months from the date of Shareholders' Meeting approval of the Plan, i.e. by 20 May 2022.

At the Board of Directors meeting of 10 May 2022, the executive directors Emidio Zorzella, Massimo Bonardi, Alioscia Berto and Fabio Forestelli renounced the options assigned to them during the allocation of the First Stock Option Plan, now completed, and associated with the third vesting cycle, for a total of 36,000 options (of which 11,000, for Emidio Zorzella and Massimo Bonardi, and 7,000, for Alioscia Berto and Fabio Forestelli), so that they could be assigned to employees of the Group, thus expanding the related retention plan.

The only executive with Strategic Responsibility to hold Options of the First SOP is Gianfranco Landolfi (19,000 shares - Table 2A), with a strike price of €9.55 per share, which are therefore strongly underwater.

Plan called "Second SOP"

The Antares Vision Shareholders' Meeting of 24 March 2021 approved a further share incentive plan (the "Second Stock Option Plan" or "Second SOP"), to be implemented through the free assignment of a maximum of 1,000,000 options for subscription and/or paid assignment of ordinary shares representing the Company's capital to executive directors and key employees of the Company and of companies directly or indirectly controlled by the Company, to be identified taking into account the role played within the Antares Vision Group and the incentive and loyalty function of the Plan. As with the previous plan, the Second SOP provides that the Board of Directors (with the power to sub-delegate to one or more of its members) identifies the beneficiaries among the managerial figures of the Antares Vision Group, including the Executive Directors and the key management personnel of the Company, who occupy positions deemed by the Board of Directors, with the support of the Committee, to be relevant 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:

• to a first tranche of Beneficiaries, already assigned on 24 June 2021;
• to one or more other tranches of Beneficiaries (even if fully or partially coinciding with Beneficiaries already assigned), within 15 months from the date of Shareholders' Meeting approving the Plan, that is by 24 June 2022;
• to one or more other tranches of Beneficiaries (even if fully or partially coinciding with Beneficiaries already assigned), within 30 months from the date of Shareholders' Meeting approving the Plan, i.e. by 24 September 2023.

Subject and methods of implementation of the Stock Option Plans

The First SOP and the Second SOP (the "Stock Option Plans" or the "Plans") provide for the free assignment to Beneficiaries of a predetermined number of Options, each of which gives the Beneficiary the right to subscribe to or purchase 1 (one) ordinary share, upon payment of a price, upon the occurrence of preestablished conditions attributable to the existence of the employment relationship and the achievement of predetermined objectives set by the Board of Directors (or one or more of its members sub-delegated for this purpose). This price is predetermined taking into account the average of the closing prices recorded in the last month prior to the date of assignment of the Options.

The Options will vest within a predetermined time frame but, even if vested, they cannot be exercised before the expiry of a period of time starting from when they mature (the so-called "vesting period").

More specifically, the Options assigned to the Beneficiaries:

• will vest, in whole or in part, subject to the achievement by the Beneficiaries of specific objectives (or "targets") identified by the Board of Directors from time to time as established in detail by the implementing regulations of the Plans adopted by the Board of Directors . The targets to which the vesting of the Options is linked are predetermined, objectively measurable and uncertain in order to guide the performance of the Beneficiaries, and consist of the combination of the economic results of the Antares Vision Group and specific individual and/or company targets. At the end of each reference period, the Board of Directors will proceed to verify the achievement of the targets set out in the Plans for each Beneficiary;
• they can only be exercised by the Beneficiary after a predetermined period has elapsed from their maturity, it being understood that this period is longer for the directors (48 months from the date of assignment of the Options) than for all the other Beneficiaries (36 months from the date of assignment of the Options). In any case, it is understood that for the Executive Directors and for the key management personnel of the Company, the vesting period must be at least 3 years from the date of commencement of trading of the ordinary shares and of the Antares Vision warrants listed on the Euronext STAR Milan.

Furthermore, the Options can only be exercised within predefined time windows. Any Options not exercised within the predetermined time windows will be automatically considered to have lapsed without the assignees being entitled to any compensation or reimbursement of any kind.

Not only for the purposes of vesting, but also for the purposes of validly exercising the vested Options, it will also be necessary that the employment or administration relationship still exists between the Beneficiary and Antares Vision (or another company of the Antares Vision Group) at the time the Options are exercised. The regulations of each Plan govern the fate of the Options that have vested and not yet been exercised in the event that the relationship between the Beneficiary and the Company (or another company of the Antares Vision Group) comes to an end.

GM Plan and Stock Plan

The Antares Vision Shareholders' Meeting of 28 February 2024 approved an incentive plan in favour of Gianluca Mazzantini as General Manager in consideration of the important position and the fundamental role that he will play in raising the Company's value (the "GM Plan").

The Antares Vision Shareholders' Meeting of 10 July 2024 approved a share incentive plan in favour of executive directors and other key management personnel, as well as employees, with executive or managerial qualifications, of the Company or of subsidiaries due to the strategic importance of their roles (the "Stock Plan").

Based on the contractual documentation signed by the Company with the persons concerned, the key management personnel 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) have been identified as beneficiaries of the Stock Plan.

The plan provides for a 5-year equity incentive system – strictly connected to the performance targets (80% linked to financial performance targets and corporate and/or Group economic results and 20% to non-financial and ESG performance targets) that must be achieved in the aforementioned time frame, consistently with the three-year strategic/industrial plan approved by the Company's Board of Directors as well as additional twoyear targets for the fourth and fifth year of the plan's duration, again approved by the Board of Directors.

More specifically, pursuant to the GM Plan, Mr Mazzantini has subscribed Company's shares at the issue price established by the Board of Directors in the exercise of the powers delegated to him by the Shareholders'

Meeting and, in relation to each year of the duration of the GM Plan, in the event of achievement of the targets as determined above, he will acquire the right to definitively retain 20% of the shares already subscribed ("vesting"). Pursuant to the Stock Plan, however, the Beneficiaries – upon achievement of their respective targets – will acquire the right to subscribe to the number of Company shares established in relation to the cycle in question. After verifying the achievement of the relevant vesting conditions (including the achievement of the performance targets) following the approval of the consolidated financial statements relating to the financial year of reference of each cycle, the Board of Directors will communicate to the General Manager the definitive assignment of the tranche of shares relating to the cycle in question and to the beneficiaries of the Stock Plan the possibility of subscribing to the tranche of shares relating to that cycle.

The performance targets of the plan are as follows: Group EBITDA (with a weight of 50%); Group NFP (with a weight of 30%); non-financial/ESG performance targets (with a weight of 20%). As regards the purely financial objectives (i.e. not those linked to non-financial/ESG targets), the two plans provide for a certain degree of tolerance, as follows:

• 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 considered assigned;
• in the event of a deviation greater than 15% and up to 20%, the shares of the relevant annual tranche will be considered assigned in proportion to the results actually achieved (i.e. each percentage point of deviation will have an impact equal to 20%);
• in the event of a deviation equal to or greater than 20%: (a) the General Manager will be obliged, each year, to return the tranche of shares assigned to him in advance, by and no later than 10 calendar days from the Board of Directors ascertaining the failure to achieve the objectives, in exchange for payment by the Company of the subscription price, without any right or claim of any kind, including the effects suffered by reason of the taxation applied at the time the portion of shares was assigned; (b) the beneficiaries of the Stock Plan will permanently lose the right to receive the shares of the relevant annual tranche, without being able to advance any right and/or claim, including rights and/or claims of a compensatory nature, and without the Company being required to pay them any amount and/or attribution, even of a replacement nature.

TARGETS	WEIGHT	THRESHOLD		TARGET = MAXIMUM
		Result	% Vesting	Result	% Vesting
Group EBITDA	50%		20%	100% vs. target	100%
Group NFP	30%	80% vs. target

With regard to ESG targets, the Plan provides that these objectives should originate from the so-called ESG Scorecard – i.e. from all the ESG sub-objectives identified for each of the three areas (Environment – Social – Governance). In particular, the ESG target already assigned in the annual MBO is excluded from the Scorecard – if present – so as not to duplicate the result. The target is to achieve at least 85% of the objectives of the "ESG Scorecard – LTI" (14-16 if an objective is extracted - otherwise 15-17). Achieving at least 85% of the relevant sub-objectives is considered a 100% result, whereas an incomplete but satisfactory achievement (85% of 85% of the results, i.e. 72% of the results achieved) is considered "above threshold".

With reference to the cycle relating to the 2025 financial year, the ESG – LTI scorecard is made up of specific sub-objectives relating to the areas of dual materiality identified according to the ESRS principle - European Sustainability Reporting Standard - in line with the new Corporate Sustainability Reporting Directive (CSRD).

AREA	ESRS	MATERIAL TOPIC	CODE	SUB TOPIC	CODE	MACRO GOALS	CODE
	E1	CLIMATE CHANGES	E1.A	ENERGY: ENERGY EFFICIENCIES AND RENUEABLES	E1.A1	Increasing energy efficiency	E1.A1.3
					E1.A2	Transition to renewable energy	E1.A2.2
EN			E1.B	CLIMATE CHANGE MITIGATION	E1.B1	Reduction Indirect CO2 emissions related to business travel	E1.B1.2
VI RO NM EN					E1.B2	Reduction indirect CO2 emissions related to logistics	E1.B2.1
T					E1.B3	Reduction of indirect CO2 emissions related to products	E1.B3.1
	E5	RESOURCES UTILIZATION AND CIRCULAR ECONOMY	E5.A	RESOURCES INFLOWS	E5.A.1	Increase the share of recycled or reclaimed materials, reducing dependence on virgin resources.	E5.A1.1
	S1	OWN WORKFORCE	S1.A	WORK CONDITIONS	S1.A2	Work-Life Balance	S1.A2.2
							S1.A3.1
					S1.A3	Health and safety	S1.A3.2
SO CI AL							S1.A3.3
			S1.B	EQUAL TREATMENT AND OPPORTUNITIES	S1.B1	Equal treatment and opportunity for all employees (DEI) working conditions	S1.B1.1
	S2	WORKERS IN THE VALUE CHAIN	S2.A	WORK CONDITIONS	S2.A.1	Work Conditions	S2.A1.1

	S3	AFFECTED COMMUNITIES	S3.A	ECONOMIC SOCIAL AND CULTURAL RIGHTS OF COMMUNITIES	S3.A2	Access to quality information	S3.A2.1
	S4	CONSUMERS AND END-USERS	S4.A	PERSONAL SAFETY OF CONSUMERS AND/OR END USERS	S4.A.1	Product quality / customer health and safety	S4.A1.1
GO VE RN AN CE	G1	BUSINESS CONDUCT	G1.A	ACTIVE AND PASSIVE BRIBERY	G1.A1	Corruption prevention and repression	G1.A1.1
			G1.B	BUSINESS CONDUCT		Certifications and Sustainability Standards (policy)	G1.B1.1
					G1.B1		G1.B1.2
					G1.B.2	Supplier relationship management	G1.B2.1
					G1.B.3	Economic Performance	G1.B3.1

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

For the cycle relating to 2025, within the scope of the GM Plan and the Stock Plan, the beneficiaries will be entitled to receive the following number of shares, the final assignment of which will be determined based on the achievement of the performance targets described according to the methods defined above:

• 276,484 shares to Gianluca Mazzantini (General Manager);
• 138,242 shares to Fabio Forestelli (General Manager, Fast Moving Consumer Goods).

Please note that in the event of overachievement of the performance targets with respect to the targets, the maximum number of shares definitively assigned to the beneficiaries may not exceed 100% of the base number of shares assigned in relation to the 2025 cycle.

For further information on the GM Plan and the Stock Plan, please refer to the information documents drawn up pursuant to art. 114-bis of the TUF and art. 84-bis of the Issuers' Regulation, made available to the public at the registered office and on the Company's website at www.antaresvisiongroup.com (section "Investor Relations" – "Shareholders' Meetings " – "2024"), as well as on the authorised storage mechanism available at .

LTI Plan

The Antares Vision Shareholders' Meeting of 7 May 2025 will be called to deliberate on the approval of an incentive plan in favour of key management personnel (not already beneficiaries of existing LTI plans), employees with managerial or executive qualifications of the Company or of subsidiaries due to the strategic importance of their roles (the "LTI Plan"). The Company made use of independent experts, Ambrosetti-Teha, to assist in preparing the LTI Plan.

The LTI Plan provides that the recipients are beneficiaries of a share incentive system, involving up to 1,346,364 ordinary shares of the Company, with a duration of 5 years (2025-2029) and divided into 3 three-

year cycles (1st cycle: 2025-2027; 2nd cycle: 2026-2028; 3rd cycle: 2027-2029), strictly linked to the performance targets (90% linked to financial performance targets and 10% to non-financial and ESG performance targets) that must be achieved in the aforementioned time frame, defined by the Board of Directors in line with the growth objectives laid down in the Industrial Plan.

The vesting conditions of the plan also include an access condition (so-called gate), the overcoming of which is subject to the entire activation of the system based on performance targets and, therefore, the definitive assignment of the shares.

At the end of each three-year cycle of the LTI Plan, the Board of Directors will verify the achievement of the vesting conditions (including passing the access gate and achievement of the performance targets) following the approval by them of the consolidated financial statements relating to the reference year of each cycle; at the end of each cycle, having verified that the vesting conditions have been met, the Company will send each beneficiary a letter to inform them that they have been allocated the tranche of shares relating to that cycle.

With regard to the access condition, the latter is passed if, for each cycle, there have been no violations of the banking covenants stipulated in the loan agreements entered into by the Company and/or Group companies; should a violation of the banking covenants occur during a cycle, the beneficiary would lose all rights to receive shares of the relevant tranche, regardless of the fulfillment of the other vesting conditions.

The performance targets of the LTI Plan are as follows: Group EBITDA (with a weight of 50%); Group NFP (with a weight of 40%); non-financial / ESG performance targets (with a weight of 10%). Achieving the performance targets at the pre-established target level results in the vesting of 100% of the shares awarded. The achievement of the performance targets at the minimum (threshold) level entails the vesting of 70% of the shares awarded. Lastly, the achievement of the performance targets at the maximum (cap) level entails the vesting of 130% of the shares awarded. For intermediate results between the minimum and the maximum achievement levels, the percentage of shares awarded will vest according to a linear progression and interpolation criterion.

Please note that performance objective target levels are not provided to protect the confidentiality of commercially sensitive information and/or unpublished forecast data.

For further information on the LTI Plan, please refer to the information document drawn up pursuant to art. 114-bis of the TUF and art. 84-bis of the Issuers' Regulation, which has been made available to the public at the registered office and on the Company's website at www.antaresvisiongroup.it (in the section "Investor Relations" - "Shareholders Meeting" - "2025"), as well as on the authorised storage mechanism available at , within the terms established by current legislation.

Clauses for maintaining financial instruments in portfolio after their acquisition

Under the Remuneration Policy, it is possible to provide for clauses for the maintenance of financial instruments in portfolio after their acquisition.

First SOP and Second SOP

The Plans provide that the Options are granted on a personal basis and cannot be transferred by deed inter vivos for any reason, even after vesting, under penalty of immediate forfeiture of all the rights granted to the beneficiary under the Plans. On the other hand, vested Options may be transferred mortis causa.

The shares subscribed or purchased by the beneficiaries upon exercise of the vested Options will have regular enjoyment and will be traded on the Euronext Milan and (except as indicated below) will be freely available and therefore freely transferable by the Beneficiary.

The Beneficiaries who are Executive Directors of the Company or of Group companies will have the obligation to continuously hold, until the end of their mandate, the entire package of shares subscribed or purchased as a result of exercising their vested options.

Such shares may be transferred only with the prior written authorisation of the Company's Board of Directors under penalty of invalidity of the transfer and ineffectiveness towards the Company.

Except in the case of death of the beneficiary, in which case the restriction of unavailability ceases with effect from the date of death, said restriction remains in place even in the event of termination of the relationship between the beneficiary and the Company or the companies controlled by it.

GM Plan and Stock Plan

The GM Plan provides that Mr. Mazzantini has subscribed the Company's shares at the issue price established by the Board of Directors in the exercise of the powers delegated to him by the Shareholders' Meeting and, in relation to each year of the duration of the GM Plan, in the event of achievement of the targets as determined above, he will acquire the right to definitively retain 20% of the shares already subscribed ("vesting"). These shares have been assigned to the beneficiary in a personal capacity and are therefore not transferable for whatever reason by deed inter vivos, neither for full rights nor for partial rights. Each tranche of shares, once definitively assigned, will be subject to a lock-up period of 24 months from the date of definitive assignment. The GM Plan provides that, pending the relevant vesting conditions, the General Manager may not dispose of, sell or transfer the unvested shares involved in the GM Plan. This provision will also apply where there is a dispute between the General Manager and the Company regarding the occurrence of a good leaver or bad leaver event until a judicial or arbitration decision is made which decides on the qualification of the leaver event.

The Stock Plan provides that the right to receive shares will be attributed to beneficiaries in a personal capacity and may not be transferred by deed inter vivos, nor can it be subject to restrictions or constitute the object of other deeds of disposal for any reason. Each tranche of shares, once definitively allocated, will be subject to a lock-up period of 24 months from the date of subscription, except for a quantity of shares needed to pay the taxes due on allocation of the shares.

For further information on the GM Plan and the Stock Plan, please refer to the information document drawn up pursuant to art. 114-bis of the TUF and art. 84-bis of the Issuers' Regulation, which has been made available to the public at the registered office and on the Company's website at www.antaresvisiongroup.it (in the section "Investor Relations" - "Shareholders Meeting" - "2024"), as well as on the authorised storage mechanism available at .

LTI Plan

The LTI Plan provides that the right to receive shares will be attributed to beneficiaries in a personal capacity and may not be transferred by deed inter vivos, nor can it be subject to restrictions or constitute the object of other deeds of disposal for any reason. 50% of each tranche of shares, once definitively allocated, will be subject to a lock-up period of 12 months from the end of the vesting period, except for a quantity of shares needed to pay the taxes due on allocation of the shares.

For further information on the LTI Plan, please refer to the information document drawn up pursuant to art. 114-bis of the TUF and art. 84-bis of the Issuers' Regulation, which has been made available to the public at the registered office and on the Company's website at www.antaresvisiongroup.it (in the section "Investor Relations" - "Shareholders Meeting" - "2025"), as well as on the authorised storage mechanism available at , within the terms established by current legislation.

iii) Ex post correction mechanisms of the variable component

Under the Remuneration Policy, it is possible to provide for contractual agreements that allow the Company to request the return, in whole or in part, of variable components of the remuneration paid or to withhold sums subject to deferral, determined on the basis of data that are subsequently found to be manifestly incorrect or in other circumstances (e.g. claw-back/malus clauses).

The GM Plan, the Stock Plan and the LTI Plan include claw-back clauses. For more information on the GM Plan,

the Stock Plan and the LTI Plan, please refer to the relevant information documents drawn up pursuant to art. 114-bis of the TUF and art. 84-bis of the Issuers' Regulation, which have been made available to the public at the registered office and on the Company's website at www.antaresvisiongroup.it (in the section "Investor Relations" – "Shareholders' Meetings" – "2024" and "2025"), as well as on the authorised storage mechanism available at .

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 compensation related to the competence, professionalism and commitment required by the tasks assigned to them within the administrative body and on board committees; This compensation is not tied to financial performance targets.

The possibility of awarding specific emoluments for the position of Chairman of the internal board committees and for the position of its member is foreseen, in addition to the overall annual compensation established for each Director by the Shareholders' Meeting.

On 12 September 2024, pursuant to art. 2389, paragraph 3 of the Civil Code and in accordance with the provisions of art. 17 of the Company's Articles of Association, on the proposal of the Appointments and Remuneration Committee, and having heard the opinion of the Board of Statutory Auditors, the Board of Directors resolved to award specific emoluments for the positions of member or Chairman of the board committees, in addition to the overall annual compensation established for each Director by the Shareholders' Meeting (equal to Euro 32,500 for the Board of Directors in office until the approval of the financial statements at 31 December 2026).

In particular, the Board of Directors resolved to award an additional emolument for the positions of Chairman and member of the board committees, equal to:

• a gross annual amount of Euro 15,000 in favour of the Chairman of the Appointments and Remuneration Committee and a gross amount per year of Euro 8,000 in favour of the members of that Committee;
• a gross annual amount of Euro 17,000 in favour of the Chairman of the Control, Risk and Sustainability Committee and of Euro 10,000 in favour of the members of this Committee (Euro 11,000 gross per year for the members of the Control, Risk and Sustainability Committee who are also members of the Related-Party Transactions Committee).

The current board committees will remain in office until the approval of the financial statements for the year ending 31 December 2026.

6. Deputy Chairman of the Board of Directors and Lead Independent Director

Furthermore, on 10 July 2024, with a view to further strengthening the governance structure of the Company, the Board of Directors proceeded to appoint the independent Director Giovanni Crostarosa Guicciardi as Deputy Chairman, granting him certain powers – to be exercised in coordination with the Chairman – in order to ensure the correct functioning of the corporate governance system of Antares Vision. He was also appointed Lead Independent Director.

In addition to the functions of deputy to the Chairman provided for in the Articles of Association, the director Giovanni Crostarosa Guicciardi, in his capacity as Deputy Chairman of the Board of Directors, has been granted all the broadest powers, to be exercised in coordination with the Chairman of the Board of Directors and with the assistance of the Secretary of the Board of Directors, in order to:

(i) deal with every aspect relevant to the proper functioning of the corporate governance system;

• (ii) play a coordinating role between the executive directors and the non-executive directors and ensure the effective functioning of the board's work;
• (iii) play a coordinating role with the board committees, the Board of Statutory Auditors, the Supervisory Body as well as with other bodies and entities that the Board of Directors is called upon to interface with;
• (iv) ensure that the pre-meeting information and the additional information provided during the meetings are suitable to enable the directors to act in an informed manner in carrying out their duties;
• (v) ensure that the activity of the board committees with investigative, proposal and consultative functions is coordinated with the activity of the Board of Directors;
• (vi) ensure, in agreement with the CEO, that the Company's managers and those of Group companies responsible for the pertinent corporate functions according to the subject matter and, in particular, for the control functions, attend the board meetings, also at the request of individual directors, to provide appropriate insights into the topics on the agenda;
• (vii) ensure that all members of the Board of Directors and the Board of Statutory Auditors can participate, following their appointment and during their term of office, in initiatives aimed at providing them with adequate knowledge of the business sectors in which the Company operates, of the business dynamics and their evolution, also with a view to its sustainable success, as well as of the principles of correct risk management and of the regulatory and self-regulatory framework;
• (viii) ensure the adequacy and transparency of the Board of Directors' self-assessment process, with the support of the Appointments Committee;
• (ix) carry out the activities functional to the holding of board meetings and preparation of the documentation to support them;
• (x) proceed with the drafting, review and finalisation of the minutes of board meetings;
• (xi) carry out the preparatory and functional activities for holding Shareholders' Meeting of the Company, including the preparation of supporting documentation.

On 12 September 2024, the Board of Directors, on the proposal of the Appointments and Remuneration Committee, resolved to award Euro 70,000 gross per year as additional compensation for the position of Deputy Chairman, while no additional compensation was awarded for the position of Lead Independent Director. For more information on the checks and assessments on the proposal for supplementary compensation for the position of Deputy Chairman, carried out by the Control, Risk and Sustainability Committee, acting as the Related-Party Transactions Committee, within the scope of the RPT Procedure and the RPT Regulation, please refer to paragraph 1 above of the "Procedure for the preparation, approval, revision and implementation of the Remuneration Policy", and in particular to the sub-paragraph "Management of conflicts of interest".

7. Board of Statutory Auditors

Pursuant to art. 2402 of the Italian Civil Code, the annual remuneration of the Statutory Auditors is determined by the Shareholders' Meeting at the time of appointment for the entire duration of the assignment.

The Shareholders' Meeting in its session of 10 July 2024 appointed the Board of Statutory Auditors currently in office, in the persons of:

• Acting Auditors: Andrea Bonelli (Chairman), Anna Maria Pontiggia and Giovanni Rossi;
• Alternate Auditors: Gianluca Cinti and Sara Fornasiero.

The Shareholders' Meeting of 10 July 2024 also resolved the total annual compensation of the Board of Statutory Auditors in the maximum annual amount of Euro 81,200, to be divided into Euro 31,200 for the Chairman of the Board of Statutory Auditors and Euro 25,000 for each of the other Acting Auditors.

In accordance with Recommendation 30 of the Corporate Governance Code, the remuneration of the members of the supervisory body provides for compensation that is appropriate to the competence, professionalism and commitment required by the importance of the role covered and to the dimensional and sectoral characteristics of the company and its situation.

An insurance policy is in force to cover the civil liability towards third parties of the control bodies in the exercise of their functions, aimed at indemnifying the beneficiaries and the Company from the costs deriving from the related compensation, excluding cases of fraud and gross negligence.

8. Treatments provided in the event of termination of office or termination of employment and noncompetition commitments

The Remuneration Policy provides for the possibility for the Company to enter into agreements that regulate the economic treatment to be guaranteed in the event of termination of office or possible termination of the employment contract in line with the recommendations of the Corporate Governance Code, in compliance with local laws and collective agreements where applicable. Should the conditions for payment of the compensation attributed for any reason and in any form in relation to such agreements take place, payment may in any case be waived by the person concerned.

The Remuneration Policy provides for the possibility for the Company to enter into agreements establishing the maintenance or assignment of non-monetary benefits to individuals and/or employees who have ceased their assignment and consultancy contracts for a period following the termination of the employment relationship in line with the recommendations of the Corporate Governance Code and, in any case, in compliance with local laws and collective agreements, where applicable. Should the conditions for payment of the compensation attributed for any reason and in any form in relation to such agreements take place, payment may in any case be waived by the person concerned.

The Remuneration Policy provides for the possibility for the Company to stipulate non-competition agreements that provide for the recognition of a fee in a fixed amount or in relation to the GAS, the last fixed monthly salary paid at the time of termination of the employment relationship or another parameter, in relation to the duration and extent of the restriction deriving from the agreement. The Company also reserves the right to define oneoff entry bonuses/welcome bonuses/retention bonuses aimed at attracting or retaining resources with skills considered critical and key to the Company's success and to the achievement of its long-term strategic objectives.

Lastly, with regard to the possible effects of termination of the relationship on the options assigned under the incentive plans, the plans establish the different effects of termination, taking into account the cause and the moment when it occurs.

The agreements in place between the Company and Gianluca Mazzantini include a non-competition and nopoaching agreement for the entire duration of the employment relationship and for 12 months following its termination. The gross compensation for this non-competition agreement is Euro 185,000 (one hundred and eighty-five thousand), to be paid in equal instalments on a monthly basis with effect from termination of the employment relationship. In the event of non-compliance, even partial, of the non-competition or no-poaching obligations, Gianluca Mazzantini will be required, for each violation, to pay the Company, as a non-reducible penalty, a sum of double the above-mentioned fee of the non-competition agreement, without prejudice, in any case, to higher damages and any other rights and legal actions of the Company and/or the Group. For the entire duration of the office of Director and any other offices in Group companies (where held) and for a period of 12 months from its termination, for any reason, the rules of the non-competition agreement (with the express exclusion of the provisions relating to the consideration of the non-competition agreement) and the ban on poaching provided for in the employment relationship will apply mutatis mutandis (including the autonomous application to organic relationships of the penalty provided for in the event of non-fulfilment of the obligations) also to the office of Director and any other offices in Group companies (where held). Mr Gianluca Mazzantini has also assumed an obligation of exclusivity for the entire duration of the overall

relationship, with the preclusion of carrying out activities (even non-competitive) for third parties, directly or indirectly and in any form, unless otherwise authorised in writing by the Company. The contract relating to the employment relationship is for an indefinite period; therefore, except in the case of withdrawal for just cause, it will be possible to withdraw from it by respecting the notice periods established by the CCNL.

Upon termination of the office of Director, for whatever reason, Gianluca Mazzantini will be entitled to an endof-mandate severance payment equal to 7.5% of all sums paid to him from the beginning of the mandate as director until the termination of the office as a fixed emolument for the powers delegated to him (equal to Euro 100,000, see above) and a variable emolument for the office of Chief Executive Officer, all gross of any applicable withholding tax and legal charge.

Lastly, it is envisaged that Gianluca Mazzantini will be awarded a lump sum, all-inclusive indemnity in the cases of "good leaver" provided for by the contract in line with market practice (dismissal not for disciplinary and/or subjective reasons, revocation without just cause from the position of Director and/or of the powers attributed in relation to the employment relationship and/or the position of Chief Executive Officer, modification without his consent or without just cause of the powers attributed in relation to the employment relationship and/or the position of Chief Executive Officer, such as to substantially limit his powers, resignation for just cause certified by a final judgement, resignation from the employment relationship due to and in connection with failure to renew the office of director and managing director to be exercised within 30 days of the failure to renew), subject to the signing by Gianluca Mazzantini of a conciliation report in one of the venues referred to in art. 2113 of the Italian Civil Code which envisages (i) termination of the employment relationship and of any other organic relationship with the Company and/or the Group (including the position of Chief Executive Officer and any other positions in Group companies, where held); (ii) waivers by Gianluca Mazzantini of any claim in any way connected, vicarious or even merely occasioned by the execution and termination of the aforementioned relationships - of subordinate employment and administration - with the Company and/or the Group. This compensation will be calculated according to the following formula: (annual remuneration in connection with the employment relationship) (equal to Euro 270,000, see above) + (fixed emolument for the office) (equal to Euro 32,500, see above) (fixed emolument for the office) (equal to Euro 100,000, see above) + (annual average of the variable emolument in connection with the office of Chief Executive Officer received in the last 36 months of the overall relationship or in the shorter period of duration of it, excluding from the calculation any sum, amount and/or benefit accrued, received and/or assigned to Gianluca Mazzantini in execution and/or connection with the stock incentive plan), all divided by twelve and multiplied by 18.

Therefore, at present, the sum of the payments related to the non-competition agreement, the severance pay and the lump sum indemnity in the case of good leaver described above, would not exceed 24 months of shortterm remuneration of the CEO/GM (considering the target value of the MBO, given the arrival of Mr. Mazzantini during 2024), a criterion generally recognised in market practices. This is also valid if the termination occurs at the end of the mandate, in which case the severance pay would assume its maximum value.

All other cases of termination of the employment relationship and/or of the position of Director and/or Chief Executive Officer – which may occur at any time – will be considered cases of bad leaver in relation to which Gianluca Mazzantini will not be entitled to the payment of the compensation described above.

At present, for other executive directors and key management personnel, with regard to the treatments provided in the event of termination of office or termination of the employment relationship and noncompetition commitments, the Company complies with the National Labour Contract.

9. Non-monetary benefits

The Remuneration Policy provides for the attribution to the Directors with specific roles, to the general manager and to the KMP, by reason of the specific powers delegated or tasks attributed to them, of nonmonetary benefits including an insurance policy to cover the civil liability towards third parties of the administrative bodies (in addition to general managers and KMP) in the exercise of their functions, forms of welfare insurance coverage, also to cover the risk of death or disability, as well as the assignment of a car for mixed use and any housing allowance, under the conditions set out in the individual contracts and applicable

collective agreements.

10. Insurance, social security or pension coverage other than those that are mandatory

In line with best market practice, the Company has taken out a Directors & Officers policy for the benefit of the members of the Board of Directors, the Board of Statutory Auditors, the General Manager and KMP.

An insurance policy is therefore in force to cover the civil liability towards third parties of the administrative bodies (in addition to general managers and KMP) in the exercise of their functions, aimed at indemnifying the beneficiaries and the Company from the costs deriving from compensation payments, excluding cases of fraud and gross negligence.

11. Elements of the Remuneration Policy that may be waived in exceptional circumstances and procedural conditions under which the waiver may be applied

Pursuant to art. 123-ter, paragraph 3-bis, of the TUF and art. 84-quater, paragraph 2-bis, letter c) of the Issuers' Regulation, the possibility of temporarily derogating from the Remuneration Policy described in this Section I of the Report is provided for in the event of exceptional circumstances, meaning those situations in which derogation from the Remuneration Policy is necessary for the purposes of pursuing 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 the presence of exceptional circumstances, it is possible to derogate for specific time periods may involve:

• the fixed and variable components (both short and long-term) of remuneration and in particular:
  • o the proportion attributed to each of these components within the overall remuneration;
  • o the vesting terms of the variable components (both MBO and LTI);
  • o the provision of remuneration components based on shares, options, other financial instruments or other variable remuneration components;
  • o any deferred payment systems and clauses for maintaining the financial instruments in portfolio after their acquisition;
• any bonuses (including those on joining the company), non-monetary benefits, incentive plans (monetary or based on financial instruments), insurance, social security or pension coverage, or extraordinary emoluments;
• the forecast, payment and/or amount of benefits envisaged in the event of termination of office or termination of the employment relationship and the provisions regarding non-competition commitments;

For the purposes of the foregoing, "exceptional circumstances" means: (i) events of an extraordinary and/or non-recurring nature and/or not attributable to the Group's typical business (such as, by way of example but not limited to, significant acquisitions or disposals of shareholdings or business units) considered to be of particular relevance and/or not currently foreseen in the corporate planning which entail a significant change in the scope of the Company or the Group; (ii) significant changes in the macroeconomic and/or competitive scenario or other extraordinary events with a significant impact outside of management's control; and/or (iii) the occurrence of significant negative effects not only of an economic or financial nature.

With regard to the procedures according to which an exception may be applied, any derogation from the Remuneration Policy must be approved, in compliance with the above, by the Board of Directors, having heard the opinion of the Appointments and Remuneration Committee and with the support of the Human Resources Department and any assistance from independent third parties, without prejudice to the provisions of Consob Regulation no. 17221 of 12 March 2010 regarding related-party transactions and the Procedure adopted by the Company regarding related-party transactions, where applicable.

SECTION II

REPORT ON THE REMUNERATION PAID TO MEMBERS OF THE ADMINISTRATIVE AND CONTROL BODIES, GENERAL MANAGERS AND KEY MANAGEMENT PERSONNEL IN 2024

PART ONE

The following is a representation of each of the items that make up the remuneration of the members of the Board of Directors and the Board of Statutory Auditors, and other Control Bodies as well as of KMP with reference to the year ended 31 December 2024. The Appointments and Remuneration Committee, in line with the provisions of the Corporate Governance Code, monitored the actual application of the remuneration policy for 2024 in the reference period and assessed its overall adequacy and consistency, highlighting the fact that the compensation paid complied with the policy.

Compensation for 2024

Board of Directors

On 22 February 2021, the ordinary Shareholders' Meeting of the Company decided that the gross annual fixed remuneration for each member of the Board of Directors in office until the approval of the financial statements for the year ended 31 December 2023 would be a total of Euro 25,000 (plus social security contributions, if applicable), without prejudice to the right of the Board of Directors, pursuant to Article 2389, third paragraph, of the Italian Civil Code, to decide on the compensation of Directors with specific roles, after hearing the opinion of the Board of Statutory Auditors.

On 19 July 2021, on the proposal of the Appointments and Remuneration Committee which met on the same date and with the favourable opinion of the Board of Statutory Auditors, the Board of Directors decided to award:

• Euro 10,000, as an additional gross annual amount, in favour of Directors acting as the Chairman of the Appointments and Remuneration Committee and of the Control, Risk and Sustainability Committee;
• Euro 5,000, as an additional gross annual amount, in favour of each of the Directors acting as a member of the Appointments and Remuneration Committee or of the Control, Risk and Sustainability Committee.

On 22 January 2024, with the favourable opinion of the Company's Appointments and Remuneration Committee and having heard the opinion of the Board of Statutory Auditors for its own area of competence, the Board of Directors approved the signing with Gianluca Mazzantini - who attended on the same date - of a permanent employment contract for the role of General Manager, which envisages: (i) a gross annual salary of Euro 270,000, to be paid pro rata temporis in line with the applicable national collective labour contract (CCNL); and (ii) participation in a stock incentive plan, subsequently approved by the Company's Shareholders' Meeting on 28 February 2024.

On 28 February 2024, the Shareholders' Meeting resolved: (i) to expand the number of members of the Board 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 General Meeting called to approve the financial statements for the year ended 31 December 2023; (iii) to award the newly elected director the same emolument attributed to the other members of the Board in office, i.e. Euro 25,000 gross per year pro-rata temporis, without prejudice to the quantification of the remuneration in favour of Directors with specific roles established pursuant to article 2389, paragraph 3, of the Italian Civil Code. The Shareholders' Meeting held on 28 February 2024, in accordance with the provisions of the current legislation, also approved the amendment to the remuneration policy for 2023 to establish the remuneration of Gianluca Mazzantini as General Manager and Chief Executive Officer.

On 10 July 2024, the Ordinary Shareholders' Meeting of the Company resolved to set the gross annual fixed remuneration for each member of the Board of Directors in office until the approval of the financial statements at 31 December 2026 at a total of Euro 32,500 (plus social security contributions, if applicable), without prejudice to the right of the Board of Directors, pursuant to Article 2389, third paragraph, of the Italian Civil

Code, to award compensation to Directors with specific roles, after consulting the Board of Statutory Auditors. On 12 September 2024, on the proposal of the Appointments and Remuneration Committee and with the favourable opinion of the Board of Statutory Auditors, the Board of Directors resolved to award:

• a gross annual amount of Euro 15,000 in favour of the Chairman of the Appointments and Remuneration Committee and a gross annual amount of Euro 8,000 in favour of the members of that Committee;
• a gross annual amount of Euro 17,000 in favour of the Chairman of the Control, Risk and Sustainability Committee and of Euro 10,000 in favour of the members of this Committee (Euro 11,000 gross per year for the members of the Control, Risk and Sustainability Committee who are also members of the Related-Party Transactions Committee).

On the same date, the Board of Directors, with the favourable opinion of the Appointments and Remuneration Committee and the Board of Statutory Auditors, in particular, resolved:

• to award Gianluca Mazzantini:
  • o (i) in addition to the overall fixed annual compensation for his role as a director equal to Euro 32,500 gross, as compensation for his role as CEO, an overall fixed annual compensation for the powers delegated to him of Euro 100,000 gross and to establish that this compensation will accrue pro rata temporis from the date of his appointment as director and attribution of the role as CEO in proportion to their duration, respectively,
  • o (ii) a variable emolument (MBO) for each financial year based on the achievement of objectives set by the Board of Directors and of a maximum amount equal to Euro 150,000 (one hundred and fifty thousand) gross per year, as already decided at the meeting of 13 May 2024;
• to award Emidio Zorzella:
  • o (i) in addition to the fixed gross annual compensation for his role as a director totalling Euro 32,500, as compensation for the powers delegated to him, a fixed gross annual compensation of Euro 110,000;
  • o (ii) a variable emolument (MBO) for each financial year based on the achievement of objectives set by the Board of Directors and a maximum amount equal to Euro 150,000 (one hundred and fifty thousand) gross per year, as already decided at the meeting of 13 May 2024;
  • o (iii) to extend the effects of the "Employment Agreement" entered into by Emidio Zorzella with Antares Vision, Inc.: in relation to the "Employment Agreement", note that Emidio Zorzella has agreed to see his gross annual compensation reduced by 25% starting from May 2024; this compensation therefore went from \$450,000 (four hundred and fifty thousand) gross per year to \$337,500 (three hundred and thirty-seven thousand five hundred) gross per year.
• to award Massimo Bonardi:
  • o (i) in addition to the fixed gross annual compensation for the performance of the role of director totalling Euro 32,500, as compensation for the delegation granted to him, a fixed gross annual compensation totalling Euro 195,000;
  • o (ii) a variable emolument (MBO) for each financial year based on the achievement of objectives set by the Board of Directors and of a maximum amount equal to Euro 150,000 (one hundred and fifty thousand) gross per year, as already decided at the meeting of 13 May 2024;
• to award Giovanni Crostarosa Guicciardi, in addition to the fixed gross annual compensation for his role as a director of Euro 70,000.

In accordance with the above, with reference to 2024, the members of the Board of Directors were paid, in addition to reimbursement of any expenses incurred in carrying out their mandate, the following gross annual

pro-rata compensation:

• to Gianluca Mazzantini a gross annual pro-rata compensation of a total of Euro 342,680 (Euro 234,852 as gross annual remuneration in the capacity of General Manager, Euro 26,448 as fixed compensation for the position of director and Euro 81,380 as fixed compensation for the powers delegated to him);
• to Emidio Zorzella a gross annual compensation of a total of Euro 499,514 (Euro 28,555 as fixed compensation for the position of director, Euro 110,000 for carrying out the powers delegated to him, and €360,959 in relation to the above "Employment Agreement");
• to Massimo Bonardi a gross annual compensation of a total of Euro 248,555 (Euro 28,555 as fixed compensation for the position of director and Euro 220,700 for carrying out the powers delegated to him);
• to Fabio Forestelli a gross annual compensation of a total of Euro 278,555 (Euro 28,555 as fixed compensation for the position of director and Euro 250,000 for carrying out the powers delegated to him);
• to Giovanni Crostarosa Guicciardi, Euro 53,322 gross pro-rata (Euro 15,404 as fixed compensation for the position of director, Euro 33,178 as additional compensation for the position of Deputy Chairman of the Board of Directors and Euro 4,740 as member of the Control, Risk and Sustainability Committee in office since 10 July 2024);
• to Alioscia Berto (director and Chief Financial Officer until 10/07/2024) a gross annual pro-rata compensation of a total of Euro 110,466 (of which Euro 13,151 as compensation for the position of director and Euro 97,315 for the position of Chief Financial Officer);
• to each non-executive Director not with specific roles in office until 10 July 2024, a gross annual compensation of Euro 25,000 paid pro rata temporis;
• to each non-executive Director with the role of member of a board committee and in office until 10 July 2024, an additional gross annual compensation of Euro 5,000, paid pro rata temporis;
• to each non-executive Director with the role of chairman of a board committee and in office until 10 July 2024, an additional gross annual compensation of Euro 10,000, paid pro rata temporis;
• to each non-executive Director not with specific roles in office from 10 July 2024, a gross annual compensation of Euro 32,500, paid pro rata temporis;
• to the Chairman and each member of the Appointments and Remuneration Committee in office from 10 July 2024, a gross annual compensation of Euro 15,000 and Euro 8,000 respectively, paid pro rata temporis;
• to the Chairman and each member of the Control, Risk and Sustainability Committee in office from 10 July 2024, a gross annual compensation of Euro 17,000 and Euro 10,000 respectively, paid pro rata temporis (Euro 11,000 gross per year for the members of the Control, Risk and Sustainability Committee with the function of Related-Party Transactions Committee.

For further details, please see Table 1 below.

Short-term variable component (MBO)

Executive directors

By resolution of the Board of Directors dated 13 May 2024 (adopted on the proposal of the Appointments and Remuneration Committee), a short-term variable incentive plan linked to the achievement of predefined targets was approved in favour of the Company's executive directors Gianluca Mazzantini, Emidio Zorzella, Massimo Bonardi, Alioscia Berto and Fabio Forestelli:

• two corporate targets, of an economic-financial nature (Group EBITDA and Net Financial Position) valid for the entire company population entitled to the variable component of remuneration;
• two or more individual targets, individually tailored to the position and area of responsibility of the person concerned (with at least one ESG objective in the case of the Chief Executive Officer, KMP and other top managers).

Disbursement of the MBO was subject to the achievement of an access gate by virtue of which no incentive would have been disbursed in the event of failure to achieve the corporate targets (Group EBITDA and NFP), considered both overall and individually. Specifically, the percentage of achievement of the two targets with respect to those identified should have reached at least 85% overall and – individually – each target should have exceeded at least 80%. Individual performance targets are assessed individually and the minimum threshold for payment in relation to each individual target is 85% of the target. For this reason, each individual target that exceeds the minimum under-achievement threshold pays the relevant share even if – as a whole – the "individual targets" category is below the 85% threshold. For the so-called "discrete" objectives – i.e. those measured by the achievement or otherwise of what is required – where possible and appropriate, the quality of what is produced can be assessed, i.e. whether the result is acceptable or "close to achievement".

The target amount was set at Euro 150,000 for the Chairman Emidio Zorzella, the CEO Gianluca Mazzantini and the Executive Director with powers Massimo Bonardi, and Euro 100,000 for the Director with powers (until 10/07/2024) Alioscia Berto and the Executive Director Fabio Forestelli. Please note that in the event of overachievement with respect to the performance targets, a cap on the payout of executive directors equal to 100% of the target amount is in any case envisaged. The following is a list of objectives assigned to the Company's executive directors, and the level of achievement with respect to the set targets.

MBO Gianluca Mazzantini – Chief Executive Officer and General Manager
Targets	Weight	Level of achievement	Payout %
Group NFP	50%	117.0%
Group EBITDA	30%	96.1%	87.3%
ROI	10%	95%
Increase the female manager component of the Group Management Committee (known as the "Global Management Team") to 20%	10%	100%	19.5%
Total	100%		100%*

* No over-achievement so cap at 100%

MBO Emidio Zorzella – Chairman of the Board of Directors and Director with powers
Targets:	Weight	Level of achievement	Payout %
Group NFP	50%	117.0%
Group EBITDA	30%	96.1%	87.3%
Strategic Project: support for US business development – focus on EBITDA of Supply Chain Transparency	53% < 85% 10% Not reached (0%)		10%
Achieve at least 85% of the "ESG – LTI scorecard" targets*	10%	100%
Total	100%		97.3%

* For detailed disclosure of the objectives that make up the ESG – LTI scorecard and their level of achievement, please refer to paragraph "Medium-long term incentive system (LTI) – GM Plan and Stock Plan" below.

MBO Massimo Bonardi – Director with powers and Chief Technology Officer
Targets:	Weight	Level of achievement	Payout %
Group NFP		117.0%
Group EBITDA	25%	96.1%	53.3%
Prepare the technical features of the new Supply Chain Transparency platform up to definition of a pilot product to provide demos to customers	15%	100%
Set up the new L4 Software Development team	10%	100%	47.9%
Track & Trace hardware – Reduce the time to market	15%	86%
Optimise cooperation with universities and research centres (LIGHT Project and Robin AI Project)	10%	100%
Total	100%		100%*

* No over-achievement so cap at 100%

MBO Fabio Forestelli – General Manager Fast Moving Consumer Goods (FMCG) and Executive Director
Targets:	Weight	Level of achievement	Payout %
Group NFP		117.0%
Group EBITDA	25%	96.1%	53.3%
Net sales - FMCG	5%	97%
FMCG EBITDA Operating Cash Flow FMCG		Cap at 150%
		Cap at 150%	67.3%
% of electricity used by FT Italia coming from renewable sources	10%	100%
Total	100%		100%*

* No over-achievement so cap at 100%

MBO Alioscia Berto – Director with powers (until 10/07/2024 ) and Senior Financial Advisor
Targets:	Weight	Level of achievement	Payout %
Group NFP	50%	117.0%
Group EBITDA	30%	96.1%	87.3%
Strengthen the internal control system as provided for by Law 262/2005 and provide support for the definition of a structured Internal Audit process for the entire Group, particularly for the foreign subsidiaries	10%	100%	20%
ERM (Enterprise Risk Management) strengthen and integrate ESG issues (risks and opportunities)	10%	100%
Total	100%		100%*

* No over-achievement so cap at 100%

With reference to the variable compensation for 2024, after consulting the Appointments and Remuneration Committee, the Board of Directors ascertained the achievement of the targets set for 2024 to the extent described in the tables above. With reference to the variable compensation for 2024, after consulting the Appointments and Remuneration Committee, the Board of Directors ascertained the achievement of the targets set for 2024 to the extent described in the tables above.

• Euro 125,000 to the Chief Executive Officer and General Manager Gianluca Mazzantini, 100% of the pro-rata target payout;
• Euro 145,950 to the Chairman of the Board of Directors and director with powers Emidio Zorzella, 97.3% of the target payout;
• Euro 150,000 to the Director with powers and Chief Technology Officer Massimo Bonardi, 100% of the target payout;
• Euro 100,000 to the General Manager Fast Moving Consumer Goods and Executive Director Fabio Forestelli, 100% of the target payout;
• Euro 52,329 to the Director with powers (until 10/07/2024) and Senior Financial Advisor Alioscia Berto, 100% of the target payout pro quota for the period in office.

Key Management Personnel

By resolution of the Board of Directors dated 13 May 2024 (adopted on the proposal of the Appointments and Remuneration Committee), a short-term variable incentive plan was approved in favour of the Company's KMP Gianfranco Landolfi, Mattia Assanelli and Stefano De Rosa, with performance targets and operating mechanisms similar to those already described above in the section entitled "Executive Directors". For detailed information on the performance targets established for the 2024 short-term variable component of Gianfranco Landolfi, Mattia Assanelli and Stefano De Rosa, please refer to Section I, Paragraph 4 "The variable component of remuneration" of the report on the remuneration policy for 2024 and on the compensation paid in 2023 of the Company.

The target amount was set at Euro 100,000 for the Chief Financial Officer Stefano De Rosa, and at a maximum of 50% of the GAS for the General Manager Life Sciences & Cosmetics Gianfranco Landolfi, and 40% of the GAS for the General Manager Service and Member of the STC Steering Committee Mattia Assanelli.

In application of the remuneration policy approved for 2024, on the basis of the level of achievement of the performance targets set for 2024 by the Board of Directors, following the opinion of the Appointments and Remuneration Committee, these KMP have been awarded the following percentages of achievement of the target payout:

• to the Chief Financial Officer Stefano De Rosa, 100% of the pro-rata target payout;
• to the General Manager Life Sciences & Cosmetics Gianfranco Landolfi, 90.2% of the target payout;
• to the General Manager Service and Member of the STC Steering Committee Mattia Assanelli, 108.1% of the target payout.

The total amount of MBOs for Strategic Managers is therefore approximately Euro 209.000.

Medium-long term incentive system (LTI)

GM Plan and Stock Plan

The Antares Vision Shareholders' Meeting on 28 February 2024 approved a stock incentive plan in favour of Gianluca Mazzantini as General Manager (the so-called GM Plan). The object of the Plan is a maximum total number of 1,382,422 ordinary shares of the Company for the 5 cycles of the overall duration of the plan.

The Antares Vision Shareholders' Meeting of 10 July 2024 approved a share incentive plan for executive directors and other KMP (the so-called Stock Plan), as well as employees with managerial or executive qualifications of the Company or its subsidiaries. According to the contractual documentation signed by the Company with the concerned parties, it is expected that 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) will be identified as beneficiaries of the Stock Plan.

In relation to the first cycle (1 January – 31 December 2024) of each of the two plans, a total of 552,968 shares was assigned, of which:

• 276,484 shares to Gianluca Mazzantini (General Manager);
• 138,242 shares to Fabio Forestelli (General Manager, Fast Moving Consumer Goods).

Please note that the final allocation of shares within the first cycle of each of the two plans was subject to the achievement of the following performance targets:

• Group EBITDA (weight 50%)
• Group NFP (30%)
• Non-financial/ESG performance targets (20%)

As regards the first two objectives, the two plans foresee a tolerance limit which can be broken down as follows: (a) in the event of a deviation from annual financial performance targets up to and including 15%, the shares of the relevant annual tranche will all be considered assigned; (b) in the event of a deviation greater than 15% and up to (but not including) 20%, the shares of the relevant annual tranche will be assigned in proportion to the results actually achieved (i.e. each percentage point of deviation will have an impact equal to 20%); (c) in the event of a deviation equal to or greater than 20%, the General Manager will be obliged to return the tranche of shares assigned to him and the beneficiaries of the Stock Plan will definitively lose the right to receive the shares of the relevant annual tranche.

With regard to non-financial ESG targets, the two Plans provide that these objectives should originate from the so-called ESG Scorecard – i.e. from all the ESG sub-objectives identified for each of the three areas (Environment – Social – Governance). In particular, for each participating individual, the ESG target already assigned in the annual MBO is excluded from the Scorecard – if present – so as not to duplicate the result. The target is to achieve at least 85% of the objectives of the "ESG Scorecard – LTI" (14/16 if an objective is extracted - otherwise 15/17). Achieving at least 85% of the relevant sub-objectives is considered a 100% result, whereas an incomplete but satisfactory achievement (85% of 85% of the results, i.e. 72% of the results achieved) is considered "above threshold".

The following is the outline of the objectives assigned and the related level of achievement with respect to the established targets:

1st CYCLE OF THE GM PLAN AND STOCK PLAN – FINANCIAL PERFORMANCE TARGETS
Targets:	Actual	Level of achievement
Group EBITDA	50%	€30.7 mn	96.1%
Group NFP	30%	€83.6 mn	117.0%

1st CYCLE GM PLAN AND STOCK PLAN – ESG SCORECARD
AREA	Scope	No.	Target description	Result	Level of achievement
ENVIRONMENTAL	Energy consumption and energy efficiency	1	Energy efficiency mapping and plan for 25/26 target definition – all Italian companies	• Collection of all data necessary for conversion into TOE (tonnes of oil equivalent) • Identification of activities with a positive impact on consumption in TOE • Identifying the ratio between revenue and TOE consumed as a monitoring method	100%
		2	MAP energy consumption effect of data centres in Italy	KPI monitored and tracked, target achieved in line with previously defined standards	100%
	CO2 emissions and climate change	3	FT System transition to 80% renewable/sustainable energy to increase the Group's share of energy from renewable sources, through contracts with guarantee of origin	Target achieved (result 80%)	100%
	Responsible use of natural resources	4	Find out the materials used in the construction of the hardware in an appropriate report to identify – where possible – origin, composition, toxicity, environmental impact	New mapping by expense category implemented globally, identifying strategic raw materials per expense in each legal entity of the Group (AVIT, FT System, AV Brazil, AV USA, AV India, Applied Vision, Imago)	100%
		5	Definition of global QHSE policies and KPIs used for 2025	• Mapping the progress of the legal entities on topics such as quality, workplace safety and the environment • Identification of an initial quality target focused on product quality • Identification of minimum workplace safety requirements applicable to roles most exposed to risks	100%

1st CYCLE GM PLAN AND STOCK PLAN – ESG SCORECARD
AREA	Scope No. Target description			Result	Level of achievement
SOCIAL	Human Resources: Employment and training	6	Create tools (corporate intranet) and internal communication policies with the aim of improving employee engagement, with a particular focus on ESG issues	New company intranet, called OneVision Global, active since June, for the purpose of communications for new hires, new policies, company news, messages from the Board of Directors, employee meetings, training, etc.	100%
		7	Adoption of the Diversity, Equity and Inclusion and Human Rights Policies at 100% of Group companies and implementation by employees	Policy shared on OneVision Global (Corporate Intranet)	100%
	Human Resources: Diversity, Equity and Inclusion	8	Readjust the imbalance of women in roles of responsibility/management at Group level through the recognition of levels/classifications or external hiring	The percentage of women within the Global Management Team has been increased to 23%, with 3 women being awarded contractual manager status and 2 promotions	100%
		9	Define a roadmap to achieve gender equality certification PDR 125	• Roadmap presentation meeting with Global Management Team • Formalisation of the roadmap	100%
	Health and safety at work	10	Achievement of 2nd step of WHP project (2nd year)	KPI monitored and tracked, target achieved in line with previously defined standards	100%
	Product Quality/Customer Health and Safety	11	Create a Group-wide data collection system for the number of claims and related amounts with the aim of understanding the root causes to reduce social impact, product defects and improve economic performance	Definition of the two processes for data collection and analysis makes it possible to monitor both daily customer requests (through the tracking of resolved tickets) and exceptional complaints, together with an analysis of the problem and corrective action	100%
	Data security and privacy	12	Creation of a roadmap to enhance direct control of the Group's digital infrastructure over the next 3 years	KPI monitored and tracked, target achieved in line with previously defined standards	100%
	Suppliers: supply chain sustainability	13	Extend the ESG questionnaire to strategic suppliers with 80% coverage of the Group's perimeter in terms of turnover	80% of turnover is covered by purchases of legal entities of the Group (AVIT, FT System, AV Brazil, AV NA, AV India, Applied Vision)	100%

1st CYCLE GM PLAN AND STOCK PLAN – ESG SCORECARD
AREA	Scope No. Target description Result		Level of achievement
GOVERNANCE	Economic performance	14	Creating greater efficiency in intercompany trade transactions to ensure greater financial sustainability	Introduction of an internal software for generating price quotes, which hosts a large database of costs relating to Antares Vision solutions, making it possible to estimate the potential profitability of projects, also with reference to the subsidiaries, already during the negotiation phase	100%
		15	Dissemination of the anti-corruption Policy shared on OneVision Global (Corporate policy to 100% of Group companies and Intranet) its adoption by local employees		100%
		16	Structuring of the ERM (Enterprise Risk Management) process relating to ESG issues (risks and opportunities)	• Definition and implementation of a framework for the identification, monitoring and management of risks, which can be used by the Board of Directors as an organic and systematic tool to orient and supervise risk exposure (both internal and external) • The ERM developed integrates ESG risks, and the risk mapping and assessment activities were carried out in accordance with the dual materiality analysis required by the ESRS for the new sustainability reporting	100%
	Innovation, research and development	17	Maintaining and developing partnerships with start-ups, other companies, consortia, innovation hubs, university institutions and public and private research centres for the development of ways to improve the offering the solutions and their ability to generate positive social and environmental impacts (LIGHT project – Robin AI)	Participation in various R&D initiatives; first results in the field of: • Track & Trace System for the Agri-Food Sector and for Laboratory Biological Samples • AI-based systems for monitoring animal welfare • Data Management for Hospitals • New technological devices for the food harvesting and processing sector (wine production, edible flowers)	100%
				TOTAL	100%

The following ESG targets have been excluded from the Scorecard as they were already present in the annual MBO of the beneficiary in question, so as not to duplicate the result:

• Gianluca Mazzantini (General Manager) Objective no 8
• Stefano De Rosa (Group Chief Financial Officer and Head of Finance, Controlling, Administration and Investor Relations) – Objective no 16
• Fabio Forestelli (General Manager Fast Moving Consumer Goods) Objective no 3

In application of the remuneration policy approved for 2024 and on the basis of the results achieved, a total of 552,968 shares were definitively assigned, in relation to the first cycle of the GM Plan and the Stock Plan, of which

• 276,484 shares to Gianluca Mazzantini (General Manager), equal to 20% of the initial assignment related to the first cycle;
• 138,242 shares to Fabio Forestelli (General Manager Fast Moving Consumer Goods), equal to 100% of the initial assignment related to the first cycle;

For detailed information on the incentive plans from which the Executive Directors of Antares Vision are beneficiaries, please refer to Section I above, Paragraph 3 "The remuneration of members of the administrative and supervisory bodies, general managers and KMP", as well as Table 2A below.

Stock Option Plans

For detailed information on the Stock Option Plans, please refer to Section I above, Paragraph 3 "The remuneration of members of the administrative and supervisory bodies, general managers and KMP", as well as Table 2A below.

Board of Statutory Auditors

On 22 February 2021, the Ordinary Shareholders' Meeting of Antares Vision established the gross annual compensation of the Board of Statutory Auditors at a total of Euro 60,000 gross per year for each of the financial years 2021-2022-2023, of which Euro 24,000 for the Chairman and Euro 18,000 for each Acting Auditor.

On 10 July 2024, the Ordinary Shareholders' Meeting of Antares Vision established the gross annual compensation of the Board of Statutory Auditors at a total of Euro 81,200 for each of the 2024-2025-2026 financial years, of which Euro 31,200 for the Chairman and Euro 25,000 for each Acting Auditor.

In accordance with the above, with reference to the 2024 financial year, the members of the Board of Statutory Auditors were paid (pro rata temporis) the following gross annual compensation:

• Euro 24,000 to the Chairman of the Board of Statutory Auditors in office until 10 July 2024;
• Euro 31,200 to the Chairman of the Board of Statutory Auditors in office from 10 July 2024;
• Euro 18,000 to each of the Acting Auditors in office until 10 July 2024;
• Euro 25,000 to each of the Acting Auditors in office from 10 July 2024.

For further details, please see Table 1 below.

Compliance with the Remuneration Policy

The Board of Directors, assisted in its analysis by the Appointments and Remuneration Committee, assessed the consistency of the remuneration system with the principles defined in the remuneration policy for 2024, deeming such compensation adequate and, overall, such as to give concrete implementation to the policy.

Additional information

Please note that on the date of approval of this Report:

• except as indicated in the previous Section, there are no agreements that regulate ex ante the economic aspects relating to early termination of the relationship, whether at the initiative of the Company or of the individual;
• the Company has not applied any derogations to the remuneration policy for 2024;
• the Company has not applied ex post correction mechanisms for the variable component of remuneration (claw-back and/or malus clauses).

Pay-mix

The following table shows the structure of the so-called pay-mix in relation to 2024, i.e. the distribution of compensation between the fixed, short-term variable (MBO) and long-term variable (LTI) components, in application of the policies described in Section I of the 2024 Report. Specifically, the pay-mix of the Chief Executive Officer/General Manager, of the other Executive Directors and of KMP is as follows:

NAME	FIXED	MBO	LTI FAIR	TOTAL	% FIXED	% MBO	% LTI
GIANLUCA MAZZANTINI (CEO/GM)	342.680,28	125.000,00	862.631,33	1.330.311,61	25,76%	9,40%	64,84%
EMIDIO ZORZELLA (EX. DIRECTOR)	499.513,71	145.950,00	-	645.463,71	77,39%	22,61%	0,00%
FABIO FORESTELLI (EX. DIRECTOR)	278.555,00	100.000,00	431.315,66	809.870,67	34,39%	12,35%	53,26%
MASSIMO BONARDI (EX. DIRECTOR)	248.555,00	150.000,00	-	398.555,00	62,36%	37,64%	0,00%
GIANFRANCO LANDOLFI (DIR. W SR)	180.000,00	81.180,00	-	261.180,00	68,92%	31,08%	0,00%
STEFANO DE ROSA (DIR. W SR)	219.863,00	75.000,00	345.052,03	639.915,03	34,36%	11,72%	53,92%
MATTIA ASSANELLI (DIR. W SR	109.230,75	51.527,67	-	160.758,42	67,95%	32,05%	0,00%

Pay Ratio of the Chief Executive Officer: the ratio between the total remuneration of the Chief Executive Officer and the average remuneration of employees in 2024 was 26.4x.

CEO PAY RATIO	VALUE
CEO/DG remuneration excluding LTI	€52.381
Ratio of CEO/DG remuneration to average total employee remuneration of Antares Vision SpA, excluding LTI	€552.500
Average total employee remuneration of Antares Vision SpA (excluding CEO/DG) including LTI	10,5
Average total remuneration of Antares Vision SpA employees (excluding CEO/DG) with inclusion of LTI2	€53.487
Total remuneration of CEO/DG with inclusion of LTI*	€1.411.186
Ratio of total remuneration of CEO/DG to average total remuneration of Antares Vision SpA employees, with inclusion of LTI	26,4

*For the purposes of the calculation, the maximum number of shares assignable within the annual quota of the LTI was considered, valued at the market price posted on 31/12/2024 (€3.12 per share).

Annual change in total compensation paid and company performance

The following is a comparison of the annual change (2024 vs 2023 vs 2022 vs 2021, due to the admission to trading of Antares Vision financial instruments on Euronext Milan which took place on 14 May 2021):

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

Board of Directors	2022 vs 2021	2023 vs 2022	2024 vs 2023
Emidio Zorzella	+4.29%	+18.13%	-2.05%
Gianluca Mazzantini			0%
Massimo Bonardi	+4.49%	-19.57%	-13.25%
Alioscia Berto	+10.15%	-22.22%
Fabio Forestelli	-10.67%	-17.91%	+13.0%
Giovanni Crostarosa Guicciardi			0%

Antonella Odero Ambriola			0%
Alessandra Bianchi			0%
Vittoria Giustiniani			0%
Antonella Angela Beretta			0%
Mariagrazia Ardissone			0%
Paolo Silvio Tanghetti			0%
Martina Monico	0%	+6.10%
Marco Vitale	0%
Alberto Grignolo		0%
Fiammetta Roccia	0%	0%
Cristina Spagna	0%	0%
Fabiola Mascardi	0%	0%

NB the differences are calculated base vs base on the year of reference.

Board of Statutory Auditors	2022 vs 2021	2023 vs 2022	2024 vs 2023
Andrea Bonelli			0%
Anna Maria Pontiggia			0%
Giovanni Rossi			0%

Enrico Broli	0%	0%
Germano Giancarli	0%	0%
Stefania Bettoni	0%	0%

ii) Group Performance (millions of Euro and annual % change)

		2022	2023	2024
	€M	211.1	226.2	217.9
Revenue	% change	+17.1%	+7.1%	-3.6%
	€M	17.9	13.3	31.7
Adjusted EBITDA	% change	-47.2%	-25.6%	+138.3
	€M	67.2	104.3	83.5
Net financial position (NFP)	% change	+144.2%	+55.3%	-20.0%

Please note that the above figures have been restated following the results of the audits carried out during the second half of 2023 and in the first few months of 2024 in relation to the Government Software Hub business of the US subsidiary Rfxcel Corp.

iii) of the average gross annual remuneration, based on full-time employees, of the Company's employees other than the individuals whose remuneration is represented by name in this section of the Report

	2022	2023	2024
Change	+2.5%	+7.84%	+12.74

Information on how the Company has taken into account the vote expressed by the Shareholders' Meeting on Section II of the 2024 Remuneration Report

The Shareholders' Meeting of 10 July 2024 approved with a non-binding positive vote Section II of the report on the remuneration policy for 2024 and on the compensation paid in 2023, with a percentage of votes in

favour of 86.366% of voters. At that time, the Shareholders didn't record indications to be considered for the purposes of this Report.

PART TWO

Part Two analytically reports the compensation paid in the reference financial year for any reason and in any form by the Company and by subsidiary and associated companies, using the tables below.

The information in Tables 1, 2A, 3A and 3B is provided separately with reference to the roles within the Company and those carried out in subsidiary and associated companies, both listed and unlisted.

All individuals who during the financial year held, even for a fraction of the period, the position of member of the administrative and supervisory body, general manager or KMP are included.

With reference to mixed incentive plans (partly cash and partly based on financial instruments), Tables 2A, 3A and 3B must be used jointly, representing separately the various items that feed them.

TABLE 1

Compensation paid to members of the administrative and control bodies, general managers and other KMP

The following table shows the compensation for 2024, identified on an accrual basis, due to the members of the Board of Directors and the Board of Statutory Auditors and to the KMP, in compliance with the provisions of Attachment 3A, Scheme 7-bis, of the Consob Issuers' Regulation. All individuals who held the abovementioned positions during the financial year, even for a fraction of a year, are included.

NAME AND SURNAME	OFFICE	PERIOD IN WHICH THE OFFICE WAS HELD	EXPIRY OF OFFICE	FIXED REMUNERATION	COMPENSATION FOR PARTICIPATION IN COMMITTEES	NON-EQUITY VARIABLE COMPENSATION	NON-MONETARY BENEFITS	OTHER COMPENSATION	TOTAL	FAIR VALUE OF EQUITY COMPENSATION	END OF OFFICE OR EMPLOYMENT RELATIONSHIP INDEMNITY
Emidio Zorzella	Chairman	01/01/2024- 31/12/2024	Approval of 2026 financial statements
statements	(I) Compensation in the company that draws up the financial			138,555.00		145,950.00	3,933.33		288,588.33	-
	(II) Compensation from subsidiaries and associates			360,958.71					360,958.71
(III) Total				499,513.71		145,950.00	3,933.33		649,547.04
Massimo Bonardi	Director with powers	01/01/2024- 31/12/2024	Approval of 2026 financial statements
statements	(I) Compensation in the company that draws up the financial			248,555.00		150,000.00	3,737.65		402,292.65	-
	(II) Compensation from subsidiaries and associates								-
(III) Total				248,555.00		150,000.00	3,737.65		402,292.65
Alioscia Berto	Director and Chief Financial Officer	01/01/2024- 10/07/2024	Approval of 2026 financial statements								10/07/2024
statements	(I) Compensation in the company that draws up the financial			110,465.75		52,329.00	3,594.33		166,389.08	-
	(II) Compensation from subsidiaries and associates								-
(III) Total				110,465.75		52,329.00	3,594.33		166,389.08
Fabio Forestelli	Director with powers	01/01/2024- 31/12/2024	Approval of 2026 financial statements
(I) Compensation in the company that draws up the financial statements				28,555.00					28,555.00	431,315.66
	(II) Compensation from subsidiaries and associates			250,000.00		100,000.00			350,000.00
(III) Total				278,555.00		100,000.00			378,555.00

Gianluca Mazzantini	CEO & General Manager	22/01/2024 - 31/12/2024	Approval of 2026 financial statements
statements	(I) Compensation in the company that draws up the financial		342,680.28		125,000.00		467,680.28	862,631.33
	(II) Compensation from subsidiaries and associates							-
(III) Total				342,680.28		125,000.00		467,680.28
Martina Paola Alessandra Monico	Director	01/01/2024 - 10/07/2024	Approval of 2026 financial statements							10/07/2024
statements	(I) Compensation in the company that draws up the financial			92,419.87				92,419.87
	(II) Compensation from subsidiaries and associates							-
(III) Total				92,419.87				92,419.87
Fiammetta Roccia	Director	01/01/2024 - 10/07/2024	Approval of 2026 financial statements							10/07/2024
(I) Compensation in the company that draws up the financial statements				13,150.68				13,150.68
	(II) Compensation from subsidiaries and associates							-
(III) Total				13,150.68				13,150.68
Cristina Spagna	Director	01/01/2024 - 31/12/2024	Approval of 2026 financial statements
statements	(I) Compensation in the company that draws up the financial			13,150.68	7,890.32			21,041.00
	(II) Compensation from subsidiaries and associates							-
(III) Total				13,150.68	7,890.32			21,041.00
Fabiola Mascardi	Director	01/01/2024 - 31/12/2024	Approval of 2026 financial statements
statements	(I) Compensation in the company that draws up the financial			13,150.68	5,260.28			18,410.96
	(II) Compensation from subsidiaries and associates							-
(III) Total				13,150.68	5,260.28			18,410.96
Alberto Grignolo	Director	01/01/2024 - 31/12/2024	Approval of 2026 financial statements							10/07/2024

statements	(I) Compensation in the company that draws up the financial			13,150.68			13,150.68
	(II) Compensation from subsidiaries and associates
(III) Total							-
				13,150.68			13,150.68
Giovanni Crostarosa	Vice Chairman 11/07/2024	-	Approval of 2026 financial
Guicciardi		31/12/2024	statements
	(I) Compensation in the company that draws up the financial				37,917.81
statements				15,404.11			53,321.92
	(II) Compensation from subsidiaries and associates						-
(III) Total				15,404.11	37,917.81		53,321.92
Anna Maria	Statutory Auditor - CDA -	11/07/2024 -	Approval of 2026 financial
Pontiggia	CNR - CCRS	31/12/2024	statements
statements	(I) Compensation in the company that draws up the financial			15,404.11			15,404.11
	(II) Compensation from subsidiaries and associates						-
(III) Total				15,404.11			15,404.11
Giovanni	Statutory	11/07/2024 -	Approval of
Rossi	Auditor - CDA - 2026 financial 31/12/2024 CNR - CCRS statements
statements	(I) Compensation in the company that draws up the financial			15,404.11			15,404.11
	(II) Compensation from subsidiaries and associates						-
(III) Total
	Chairman		Approval of	15,404.11			15,404.11
Andrea Bonelli	Board Stat. Auditors - CDA	11/07/2024 - 31/12/2024	2026 financial
	- CNR - CCRS (I) Compensation in the company that draws up the financial		statements
statements				15,404.11			15,404.11
	(II) Compensation from subsidiaries and associates						-
(III) Total				15,404.11			15,404.11
Antonella	BoD - CNR -	11/07/2024 -	Approval of
Odero Ambriola	CCRS	31/12/2024	2026 financial statements
statements	(I) Compensation in the company that draws up the financial			15,404.11	7,109.59		22,513.70
	(II) Compensation from subsidiaries and associates						-

(III) Total				15,404.11	7,109.59		22,513.70
Mariagrazia Ardissone	BoD	11/07/2024 - 31/12/2024	Approval of 2026 financial statements
(I) Compensation in the company that draws up the financial statements				15,404.11			15,404.11
(II) Compensation from subsidiaries and associates							-
(III) Total				15,404.11			15,404.11
Antonella Angela Beretta	BoD - CCRS	11/07/2024 - 31/12/2024	Approval of 2026 financial statements
statements	(I) Compensation in the company that draws up the financial				8,057.53		23,461.64
(II) Compensation from subsidiaries and associates							-
(III) Total				15,404.11	8,057.53		23,461.64
Alessandra Bianchi	BoD - CNR - CCRS	11/07/2024 - 31/12/2024	Approval of 2026 financial statements
(I) Compensation in the company that draws up the financial statements				15,404.11	9,005.48		24,409.59
(II) Compensation from subsidiaries and associates							-
(III) Total				15,404.11	9,005.48		24,409.59
Vittoria Giustiniani	BoD - CNR - CCRS	11/07/2024 - 31/12/2024	Approval of 2026 financial statements
(I) Compensation in the company that draws up the financial statements				15,404.11	8,531.51		23,935.62
(II) Compensation from subsidiaries and associates							-
(III) Total				15,404.11	8,531.51		23,935.62
Paolo Silvio Tanghetti	Board of Directors	11/07/2024 - 31/12/2024	Approval of 2026 financial statements
(I) Compensation in the company that draws up the financial statements				15,404.11			15,404.11
(II) Compensation from subsidiaries and associates							-
(III) Total				15,404.11			15,404.11
Gianfranco Landolfi	Member of KMP	01/01/2024 - 31/12/2024

statements	(I) Compensation in the company that draws up the financial			180,000.00		81,180.00			261,180.00
	(II) Compensation from subsidiaries and associates								-
(III) Total				180,000.00		81,180.00			261,180.00
Stefano De Rosa	Member of KMP	15/04/2024- 31/12/2024	Approval of 2026 financial statements
statements	(I) Compensation in the company that draws up the financial			219,863.00		75,000.00			294,863.00	345,052.03
(II) Compensation from subsidiaries and associates									-
(III) Total				219,863.00		75,000.00			294,863.00
Mattia Assanelli	Member of 01/01/2024- KMP 31/12/2024
(I) Compensation in the company that draws up the financial statements				109,230.75		51,527.67			160,758.42
	(II) Compensation from subsidiaries and associates								-
(III) Total				109,230.75	-	51,527.67			160,758.42
TOTAL
(I) Compensation in the company that draws up the financial statements			1,676,968.47	83,772.52	680,986.67	11,265.31	-	2,452,992.96	1,638,999.02
	(II) Compensation from subsidiaries and associates			610,958.71	-		-	-	710,958.71
(III) Total				2,287,927.18	83,772.52	780,986.67	11,265.31	-	3,163,951.67	-

¹ Compensation paid as Chief Executive Officer of FT System Srl. (Fabio Forestelli - Compensation from subsidiaries and associates)

² of which 79,269.19 euro paid as Head of Legal and Corporate Affairs of Antares Vision S.p.A. (in subordinate capacity) (Martina Monico)

³ of which: (Cristina Spagna)

o 2,630.11 euro as Member of the Control, Risk and Sustainability Committee

o 5,260.21 euro as Chairman of the Appointments and Remuneration Committee

⁴ Committee fees, of which: (Fabiola Moscardi)

o 2,630.14 euro as Member of the Control, Risk and Sustainability Committee

o 2,630.14 euro as Member of the Appointments and Remuneration Committee

⁵ Committee fees, of which: (Giovanni Crostarosa Guicciardi)

o 33,178.08 euro as Vice-Chairman of the Board of Directors and Director with powers

o 4,739.73 euro as Member of the Control, Risk and Sustainability Committee

⁶ Committee fees, of which: (Antonella Angela Beretta)

o 8,073.53 euro as Chairman of the Control, Risk and Sustainability Committee also with tasks in the Related-Party Transactions Committee

⁷ Committee fees, of which: (Alessandra Bianchi)

o 5,213.70 euro as Chairman of the Control, Risk and Sustainability Committee also with tasks in the Related-Party Transactions Committee

o 3,791.78 euro as Member of the Appointments and Remuneration Committee

• ⁸ Committee fees, of which: (Vittoria Giustiniani)
• o 4,739.73 euro as Chairman of the Control, Risk and Sustainability Committee
• o 3,791.78 euro as Member of the Appointments and Remuneration Committee

⁹ of which 203,613.00 euro paid as CFO and Head of Investor Relations of Antares Vision S.p.A. (in subordinate capacity) (Stefano De Rosa)

TABLE 2A

Stock options assigned to members of the Board of Directors, general managers and other KMP.

The following table shows the compensation resulting from the assignment of stock options to the members of the Board of Directors and KMP, identified on an accrual basis and in compliance with the provisions of Attachment 3A, Scheme 7-bis, of the Consob Issuers' Regulation.

				THE YEAR	OPTIONS HELD AT THE BEGINNING OF	OPTIONS ASSIGNED DURING THE YEAR						OPTIONS EXERCISED DURING THE YEAR			OPTIONS EXPIRED IN THE YEAR ESERCIZIO	OPTIONS HELD AT THE END OF THE YEAR	OPTIONS ACCRUED DURING THE YEAR
A	B	1	2	3	4	5	6	7	8	9	10	11	12	13	14	15	16
NAME AND SURNAME	OFFICE	PLAN	NUMBER OF OPTIONS	STRIKE PRICE	POSSIBLE EXERCISE PERIOD (FROM - TO)	NUMBER OF OPTIONS	STRIKE PRICE	POSSIBLE EXERCISE PERIOD (FROM - TO)	FAIR VALUE AT THE ALLOCATION DATE	ASSIGNMENT DATE	MARKET PRICE OF THE SHARES UNDERLYING THE ALLOCATION OF THE OPTIONS	NUMBER OF OPTIONS	STRIKE PRICE	MARKET PRICE OF THE UNDERLYING SHARES ON THE EXERCISE DATE	NUMBER OF OPTIONS	NUMBER OF OPTIONS	FAIR VALUE
					(I) Compensation in the company that draws up the financial statements
Gianfranco Landolfi	Member of KMP	First SOP	19,000	€ 12.03	01/11/2024- 31/12/2024	--	--	--	--	--	--	--	--	--	19,000	0
Gianfranco Landolfi	Member of KMP	First SOP	19,000	€ 9.55	01/11/2025- 31/12/2025	--	--	--	--	--	--	--	--	--	0	19,000	48,233
	(II) Compensation from subsidiaries and associates
(III) Total			38,000													19,000	48,233

Please note that:

• with resolution dated 20 July 2020, the Board of Directors of Antares Vision resolved to assign, within the scope of the Stock Option Plan called "First SOP", a first tranche 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;

• with resolution dated 14 May 2021, the Board of Directors of Antares Vision resolved to assign, within the First SOP, a second 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. At the meeting of 19 July 2021, the Board of Directors acknowledged the waiver by Zorzella, Bonardi, Berto and Forestelli of the options assigned to them during the allocation of the second tranche; At the meeting of 10 May 2022, the Board of Directors acknowledged the waiver made by Zorzella, Bonardi, Berto and Forestelli of the options assigned to them at the time of allocation of the third tranche (a

total of 36,000 options as follows: 11,000 options of Emidio Zorzella, 11,000 options of Massimo Bonardi, 7,000 options of Alioscia Berto and 7,000 options of Fabio Forestelli).

71

TABLE 3A

Incentive plans based on financial instruments, other than stock options, for the benefit of members of the administrative body, general managers and other KMP.

In the 2023 financial year, no incentive plans of this type were envisaged and, therefore, the relevant table is not shown.

NAME AND SURNAME	OFFICE	PLAN	NUMBER OF SHARES	PLAN DURATION (YEARS)	NUMBER OF SHARES ALLOCATED FOR 2024	SHARE VALUE AT 31/12/2024	PAR VALUE OF THE SHARE	ASSIGNMENT DATE	NOMINAL VALUE (AU)
(I) Compensation in the company that draws up the financial statements
Fabio Forestelli	General Manager Fast Moving Consumer Goods	Stock Plan	691,211	5	€ 138,242.20	3.12	0.00244	24/03/2025	€ 337.31
Gianluca Mazzantini	CEO & General Manager	Stock Plan	1,382,422	5	€ 276,484.40	3.12	0.00244	24/03/2025	€ 674.62
Stefano De Rosa	Group Chief Financial Officer and Head of Finance, Controlling, Administration and Investor Relations	Stock Plan	552,968	5	€ 110,593.60	3.12	0.00244	24/03/2025	€ 269.85
Alessandro Cazzaniga	Head of Controlling	Stock Plan	138,242	5	€ 27,648.40	3.12	0.00244	24/03/2025	€ 67.46
(II) Compensation from subsidiaries and associates
(III) Total			2,764,843						1,349

TABLE 3B

Monetary incentive plans for members of the administrative body, general managers and other KMP. The following table shows the compensation deriving from the monetary incentive plans for the members of the Board of Directors and the KMP, identified on an accrual basis and in compliance with the provisions of Annex 3A, Scheme 7-bis, of the Consob Issuers' Regulation.

				BONUS OF THE YEAR		BONUSES FROM PREVIOUS YEARS	OTHER
			A	B	C	A	B	C	BONUS
NAME AND SURNAME	OFFICE	PLAN	PAYABLE/PAID	DEFERRED	DEFERRAL PERIOD	NO LONGER PAYABLE	PAYABLE/PAID	STILL DEFERRED
Emidio Zorzella	Chairman and Chief Executive Officer
(I) Compensation in the company that draws up the financial statements		MBO 2024	145,950
(II) Compensation from subsidiaries and associates
(III) Total			145,950
Massimo Bonardi	Chief Executive Officer (CEO)
(I) Compensation in the company that draws up the financial statements		MBO 2024	150,000
(II) Compensation from subsidiaries and associates
(III) Total			150,000
Alioscia Berto Director
(I) Compensation in the company that draws up the financial statements		MBO 2024	52,329
(II) Compensation from subsidiaries and associates
(III) Total			52,329
Fabio Forestelli Director
(I) Compensation in the company that draws up the financial statements
(II) Compensation from subsidiaries and associates		MBO 2024	100,000
(III) Total			100,000
Gianluca Mazzantini CEO and General Manager
(I) Compensation in the company that draws up the financial statements		MBO 2024	125,000
(II) Compensation from subsidiaries and associates
(III) Total			125,000

Stefano De Rosa KMP
(I) Compensation in the company that draws up the financial statements	MBO 2024	100,000
(II) Compensation from subsidiaries and associates
(III) Total		100,000
Mattia Assanelli KMP
(I) Compensation in the company that draws up the financial statements	MBO 2024	51,528
(II) Compensation from subsidiaries and associates
(III) Total		51,528
Gianfranco Landolfi KMP
(I) Compensation in the company that draws up the financial statements		81,180
(II) Compensation from subsidiaries and associates	MBO 2024
(III) Total		81,180
TOTAL
(I) Compensation in the company that draws up the financial statements		429,459.00
(II) Compensation from subsidiaries and associates		100,000.00

SCHEDULE 7-TER: SCHEDULE RELATING TO INFORMATION ON THE SHAREHOLDINGS HELD BY THE MEMBERS OF THE ADMINISTRATIVE AND CONTROL BODIES, GENERAL MANAGERS AND OTHER KEY MANAGEMENT PERSONNEL

Pursuant to art. 84-quater of the Issuers Regulation, the information on the shareholdings held by the administrative and control bodies, general managers and KMP is provided below.

Table 1: Participation of members of the administrative and supervisory bodies and of the general managers

NAME AND SURNAME	OFFICE	COMPANY	NUMBER OF SHARES HELD AS OF 31/12/2023	NUMBER OF SHARES PURCHASED	NUMBER OF SHARES SOLD	NUMBER OF SHARES HELD AS OF 31/12/2024
	Chairman	Antares Vision S.p.A.	35,042,752.00	-	-	35,042,752.00
Emidio Zorzella	Berberita Meryem Patone (wife)	Antares Vision S.p.A.	2,100.00	-	-	2,100.00
Massimo Bonardi	Director with powers	Antares Vision S.p.A.	35,039,702.00	-	-	35,039,702.00
Alioscia Berto	Director and Chief Financial Officer	Antares Vision S.p.A.	2,350.00	-	-	2,350.00
Fabio Forestelli	Director with powers	Antares Vision S.p.A.	-	-	-	-
	Riccardo Forestelli (son)	Antares Vision S.p.A.	100.00	-	-	100.00
Gianluca Mazzantini	CEO & General Manager	Antares Vision S.p.A.	-	-	-	-
Martina Paola Alessandra Monico	Director	Antares Vision S.p.A.	-	-	-	-
Fiammetta Roccia	Director	Antares Vision S.p.A.	-	-	-	-
Cristina Spagna	Director	Antares Vision S.p.A.	-	-	-	-
Fabiola Mascardi	Director	Antares Vision S.p.A.	-	-	-	-
Alberto Grignolo	Director	Antares Vision S.p.A.	-	-	-	-
Giovanni Crostarosa Guicciardi	Vice Chairman	Antares Vision S.p.A.	-	-	-	-
Anna Maria Pontiggia	Statutory Auditor - CDA - CNR - CCRS	Antares Vision S.p.A.	-	-	-	-
Giovanni Rossi	Statutory Auditor - CDA - CNR - CCRS	Antares Vision S.p.A.	-	-	-	-
Andrea Bonelli	Chairman Board Stat. Auditors - CDA - CNR - CCRS	Antares Vision S.p.A.	-	-	-	-
Antonella Odero Ambriola	CDA - CNR - CCRS	Antares Vision S.p.A.	-	-	-	-
Mariagrazia Ardissone	Board of Directors	Antares Vision S.p.A.	-	-	-	-
Antonella Angela Beretta	CDA - CCRS	Antares Vision S.p.A.	-	-	-	-
Alessandra Bianchi	CDA - CNR - CCRS	Antares Vision S.p.A.	-	-	-	-
Vittoria Giustiniani	CDA - CNR - CCRS	Antares Vision S.p.A.	-	-	-	-

Paolo Silvio Tanghetti	Board of Directors	Antares Vision S.p.A.	-	-	-	-
Gianfranco Landolfi	Member of KMP	Antares Vision S.p.A.	-	-	-	-
De Rosa Stefano	Member of KMP	Antares Vision S.p.A.	-	-	-	-
Assanelli Mattia	Member of KMP	Antares Vision S.p.A.	-	-	-	-

* 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.