Antares Vision S p A: AV Group – Consolidated and statutory financial statements 2021.pdf

Antares Vision SpA

Headquarters: Via del Ferro 16, Travagliato (BS), Italy

Authorized share capital 171,806 euros subscribed and paid up for 169,453 euros

Commercial Registry of Brescia, tax code and VAT number. 02890871201

Chamber of Commerce REA no. 000000523277

CONSOLIDATED ACCOUNTS AT 31/12/2021

OPERATING REPORT

Dear shareholders,

Together with this document, we submit the consolidated financial statements as at 31 December 2021 (hereinafter also referred to as “Financial Statements”) of the group of companies (“Antares Vision Group” or the “Group”) headed by Antares Vision SpA (the “Company parent company”), comprising the statement of financial position, income statement, statement of comprehensive income, statement of changes in equity, cash flow statement and explanatory notes.

In it we explain our business activities, show the results, consolidated financial position and cash flows and highlight the most significant facts that have characterized the operations of the Antares Vision group in 2021; we also provide you with information on the main events that occurred after the end of the period.

Refer to the notes for an analysis of the Group’s main risks and their management.

Commercial activities

Antares Vision Group is a technological partner of excellence in the digitalization and innovation of companies and institutions, to guarantee the safety of products and people, the competitiveness of companies and the protection of the planet. Antares Vision Group is the technological catalyst for supply chain transparency and sustainable transition, to protect the competitiveness of companies and the specificities of each country. It offers a unique and complete ecosystem of technologies for product quality control (systems and inspection machines) and product traceability throughout the supply chain (from raw materials to production, from distribution to the consumer), with integrated production data and supply chain management, also through the application of artificial intelligence and blockchain technology. Antares Vision Group is active in the life sciences sector (pharmaceuticals, biomedical devices and hospitals), food and beverages, cosmetics and with potential for expansion into other sectors. World leader in drug traceability, it provides the main global manufacturers (more than 50% of the top 20 multinationals) and various government authorities with solutions to monitor the supply chain and validate the authenticity of products.

Communities

board of directors

The General Meeting of Antares Vision SpA of February 22, 2021 (with effect from the date of opening of trading on the Mercato Telematico Azionario, today Euronext Star Milan) appointed a Board of Directors composed of nine members , who will remain in office for three years, i.e. until the accounts are closed on December 31, 2023.

board of directors

Office

Name and nickname

President and CEO

Emidio Zorzella*

CEO

Massimo Bonardi*

Director with powers

Alioscia Berto*

Director

Fabio Forestelli**

Director

Martina Paola Alessandra Monico***

Director

Marco Claudio Vitale ****

Director

Fiammetta Roccia***

Director

Cristina Spagna****

Director

Fabiola Mascardi****

*Executive

** Director with powers in the subsidiary FT System Srl

*** Non-executive and non-independent.

**** Non-executive and independent.

College of Statutory Auditors

The General Meeting of Shareholders of Antares Vision SpA of February 22, 2021 (with effect from the opening date of trading on the Mercato Telematico Azionario, now Euronext Star Milan) appointed a Board of Statutory Auditors composed of three full members and two alternate members, who will remain in office for three years, i.e. until the accounts are closed on December 31, 2023.

College of Statutory Auditors

Office

Name and nickname

President

Enrico Broli

Acting Auditor

Germano Giancarli

Acting Auditor

Stefania Bettoni

Substitute Auditor

Paul Belleri

Substitute Auditor

Ramona Corti

Board Committees

On February 22, 2021, subject to the opening date of trading on the Mercato Telematico Azionario, now Euronext Star Milan, the Board of Directors followed the recommendations of the Corporate Governance Code approved by Borsa Italiana SpA and appointed a Control, Risks and Sustainable Development Committee composed of three non-executive and independent directors, two of whom have adequate knowledge and experience in accounting, finance and risk management.

Control, Risks and Sustainable Development Committee *

Office

Name and nickname

President

Marco Claudio Vitale**

Member

Cristina Spagna

Member

Fabiola Mascardi**

* The functions and powers relating to transactions with related parties have also been entrusted to the Control, Risks and Sustainable Development Committee.

** Director with adequate knowledge and experience in accounting, finance and risk management.

On February 22, 2021, subject to the opening date of trading on the Mercato Telematico Azionario, now Euronext Star Milan, the Board of Directors followed the recommendations of the Corporate Governance Code approved by Borsa Italiana SpA and appointed an Appointments and Remuneration Committee composed of three non-executive and independent directors, one of whom has adequate knowledge and experience of financial policy and remuneration.

Appointments and Compensation Committee

Office

Name and nickname

President

Cristina Spagna*

Member

Marco Claudio Vitale

Member

Fabiola Mascardi

* Director with adequate knowledge and experience of financial issues and remuneration policies.

Supervisory Board

The Supervisory Board was appointed on March 29, 2021 and will remain in office until the date of the General Meeting called to approve the accounts as of December 31, 2023.

Supervisory Board

Office

Name and nickname

President

Francesco Menini

Internal member

Martina Monica

Internal member

Silvia Baresi

Independent Auditors

On February 22, 2021 (with effect from the opening date of trading on the Mercato Telematico Azionario, now Euronext Star Milan), the General Meeting of Antares Vision SpA appointed EY SpA, whose registered office is located at Via Meravigli 12 , Milan, registered in the Companies Registry Milan Registry, registration number and tax code 00434000584, REA 606158, VAT number 00891231003 and under no. 70945 of the register of auditors of the Ministry of Economy and Finance in accordance with art. 6 et seq. of Legislative Decree no. 39/2010, as amended by Legislative Decree no. 135/2016, as the company appointed to audit the accounts for the financial years 2021 to 2029.

Consolidation scope

At the end of the financial year, the scope of consolidation broke down as follows:

CONSOLIDATION SCOPE

name

Headquarter

Change

Direct parent company

direct investment

Indirect investment

Antares Vision Inc.

New York, United States

USD

Antares Vision SpA

100.00%

Antares Vision North America LLC

New Jersey, United States

USD

Antares Vision Inc. America

100.00%

100.00%

Imago Technologies GmbH

Friedberg, Germany

USD

Antares Vision SpA

100.00%

Antares Vision do Brasil Ltda

Sao Paulo, Brazil

BRL

Antares Vision SpA

99.99%

System Legg Ltda

Sao Paulo, Brazil

BRL

Antares Vision do Brasil Ltda

99.99%

99.99%

T2 SOFTWARE

Sao Paulo, Brazil

BRL

Antares Vision do Brasil Ltda

51.00%

50.99%

Pharmatrack Systems Ltda

Sao Paulo, Brazil

BRL

T2 SOFTWARE

73.00%

37.23%

Antares Vision France SAS

Rillieux-la-Pape, France

USD

Antares Vision SpA

100.00%

Antares Vision Ireland Ltd

Galway, Ireland

USD

Antares Vision SpA

100.00%

Antares Vision Rus OOO

Moscow, Russia

SCRUB

Antares Vision SpA

100.00%

Antares Vision Asia Pacific Ltd

hong kong

HKD

Antares Vision SpA

100.00%

Antares Vision (Shenzhen) International Trading Co., LTD

Shenzhen, China

CNY

Antares Vision Asia Pacific Ltd

100.00%

100.00%

FT System Srl

Piacenza, Italy

USD

Antares Vision SpA

100.00%

FT System North America LLC

Massachusetts, United States

USD

FT System Srl

100.00%

100.00%

FT Hexagon

Challes-les-Eaux, France

USD

FT System Srl

100.00%

100.00%

Pen-Tec Srl

Parma, Italy

USD

FT System Srl

100.00%

100.00%

Tecnel S.r.l.

Parma, Italy

USD

FT System Srl

100.00%

100.00%

Commerceticity doo

Zagreb, Croatia

HRK

Antares Vision SpA

82.80%

Tradeticity Service doo

Belgrade, Serbia

RSD

Commerceticity doo

100.00%

82.80%

Convel S.r.l.

Vicenza, Italy

USD

Antares Vision SpA

100.00%

Antares Vision Germany

Friedberg, Germany

USD

Antares Vision SpA

100.00%

Innovative digital marking solutions

London, UK

GBP

Antares Vision SpA

70.00%

Applied vision company *

Ohio, United States

USD

Antares Vision Inc. America

100.00%

100.00%

rfXcel Corporation

Delaware, United States

USD

Antares Vision Inc. America

100.00%

100.00%

rfXcel Limited

UK

GBP

rfXcel Corporation

100.00%

100.00%

rfXcel LLC

Russia

SCRUB

rfXcel Corporation

100.00%

100.00%

Antares Vision India Private Limited

Mumbai, India

RNI

Antares Vision SpA

99.998%

FT System Srl

0.002%

Markirovka as a service

Russia

SCRUB

Innovative Marketing Digital Solutions (IMDS) Uk Ltd

100.00%

70.00%

* The merger between Applied Vision Holdings Corporation, Applied Vision Corporation and Applied Vision Services Corporation became effective in the first half of 2021.

Refer to the notes for a more detailed description of the changes in the scope of consolidation compared to December 31, 2020.

Marianne R. Winn