SAES Getters S p A : 2023 Report of the Board of Statutory Auditors to the Shareholders’ Meeting

REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS' MEETING

PURSUANT TO ARTICLE 153 OF ITALIAN LEGISLATIVE DECREE 58/1998 AND ARTICLE 2429, PARAGRAPH 3 OF THE ITALIAN CIVIL CODE

To the Shareholders' Meeting of SAES Getters S.p.A.

Dear Shareholders,

In its current formation, the Board of Statutory Auditors was appointed by the Shareholders' Meeting of SAES Getters S.p.A. (hereinafter also referred to as the "Company" or "SAES") on April 20, 2021, also in observance of Article 22 of the By-laws, and shall end its mandate with the Shareholders' Meeting called to approve the financial statements of the Company at December 31, 2023.

During the year ended on December 31, 2023, the supervisory activity of the Board of Statutory Auditors was conducted in compliance with the legislation of the "Consolidated Finance Law" pursuant to Italian Legislative Decree 58/1998 and, for those provisions that are applicable, of the Italian Civil Code, also taking into account the Principles of Conduct recommended by the Italian accounting council in the version approved with the resolution of April 26, 2018 (and updated on December 21, 2023), and Consob communications on the subject of corporate controls and activities of the Board of Statutory Auditors, specifically communication no. DEM/1025564 of April 6, 2001 and subsequent amendments. In its role established by Article 19 of Italian Legislative Decree 39/2010, the Board of Statutory Auditors also performed an audit on itself during the year as required by law.

That being said, we report on the supervisory activities required by law that we conducted during the year that ended on December 31, 2023. In further detail:

• we can guarantee to have supervised compliance with the law and with the By-laws, and observance of the principles of proper administration, having held 10 meetings of the Board of Statutory Auditors for the year without considering additional informal meetings;
• at such meetings, at board meetings and in any case at least every three months, we obtained from the Directors and from the management bodies of the Company information on the general course of operations and on its foreseeable development, and on the most important operations in terms of size or characteristics carried out by the Company, also regarding the subsidiaries;
• for calendar year 2023, the Board of Statutory Auditors attended 4 Shareholders' Meetings and 2 special savings Shareholders' Meetings, 24 Board of Directors meetings held in observance of the statutory and legislative rules governing their operation and for which we can reasonably ensure that the resolved actions comply with the law and with the By-Laws and serve the company's interests, including the inter-company actions, and were not imprudent, risky, atypical or unusual, or in potential conflict of interest or such as to jeopardise the integrity of the shareholders' equity. Considerations, opinions and judgements could be expressed freely at these meetings;
• we supervised the adequacy of the organisational, administrative and accounting system, and the reliability of the latter in properly representing the operational transactions by obtaining information from the managers of the functions and by examining company documents and, to this regard, we have no particular comments to report. Moreover, having followed the activities carried out by the Internal Audit function and by the Control, Risk and Sustainability Committee, the Supervisory Body, as well as the Remuneration and Appointments Committee, we can confirm that the Internal Control and Risk Management System adopted by the Company is appropriate;
• pursuant to Article 19, paragraph 1, of Italian Legislative Decree 39/2010, we supervised the financial disclosure process; the effectiveness of the Internal Control, Internal Auditing and Risk Management System; the statutory audit of the annual accounts and of the consolidated accounts; the independence of the audit firm, particularly as concerns the provisions of non-auditing services to the Company;
• we also verified the adequacy of the instructions given to the subsidiaries pursuant to Article 114, paragraph 2 of Italian Legislative Decree 58/1998;
• we examined and obtained information on the organisational and procedural activities initiated pursuant to Italian Legislative Decree 231/2001 and subsequent amendments and on the administrative responsibility of

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bodies for the offences established by this legislation. No significant critical issues that must be reported herein were ascertained in the report of the Supervisory Body - in which one member of the Board of Statutory Auditors always took part - on the activities carried out during 2023.

With reference to the provisions as per Article 36 of the Market Regulation issued by Consob relating to subsidiaries of significant importance, formed and regulated by the law of non-European Union states, we report that the companies in question were identified and their administrative-accounting system appears suitable for transmitting the economic, equity and financial data necessary for drawing up the consolidated financial statements to the Company and audit firm on a regular basis.

Having said this, we would like to bring to the attention of the Shareholders' Meeting some particularly important aspects that were ascertained in the financial statements with regard to the following.

Performance over the year

As illustrated by the Directors in the Annual Financial Report, the material event that most characterised the year 2023 is the sale of the equity investments in the US subsidiaries operating in the Nitinol business, Memry Corporation and SAES Smart Materials, Inc., to the company Resonetics, LLC. The scope of the sale by the Company includes the entire production process in the Nitinol business, vertically integrated (from the melting of the Nitinol alloy to the production of components) and located entirely in the USA. The Company's activity in the sector of shape memory alloys for industrial applications (SMA Materials Business, within the SAES Industrial Division) is excluded from the scope of the sale and will continue to be managed by the Company. To this end, a specific contract was signed for the supply of the Nitinol raw material by Resonetics to the Company to enable it to continue its industrial SMA business. The Company's medical business, which uses Nitinol-treated wires and Nitinol-based thermostatic actuators, was excluded from the scope of the sale. On January 9, 2023, the Company signed a binding agreement for the sale of the two US subsidiaries, while the favourable opinion from the Federal Trade Commission (FTC) regarding the transaction was received on September 12, 2023, upon conclusion of the "Second Request" procedure pursuant to the Hart Scott-Rodino Antitrust Improvements Act, launched at the end of March 2023. The closing of the transaction was finalised on October 2, 2023.

The sale price was 880.1 million dollars, which is the contractually agreed upon price of 900 million dollars (approximately 17 times the adjusted EBITDA related to the sale scope during the period October 1, 2021- September 30, 2022), corrected following a negative adjustment of -19.9 million dollars calculated on the basis of the value of working capital, debt, cash and tax credit of the sold US companies as of the closing date This adjustment is still subject to a verification procedure by the buyer and will be finalised by the end of the first half of 2024, following the submission of tax returns for the period January 1 to October 2, 2023 by Memry Corporation and SAES Smart Materials, Inc. It should be noted that 15 million dollars were deposited by way of escrow, as normal practice in this type of transaction, to cover any tax liabilities that may arise in the future for the US companies subject to sale. The financial receivable related to escrow as at December 31, 2023, is recorded in the financial statements at 10.8 million dollars (9.7 million euros), reduced by 4.2 million dollars (3.8 million euros), to keep considering the possible effects of some tax risks on the sale price. The book value of the equity investments sold was 31.6 million euros. The capital gain generated by the transaction was 800.3 million euros. Following this transaction, the Company has a significant injection of liquidity. Guidelines on the use of proceeds deriving from the sale were approved by the Board of Directors held on October 2, 2023 and provide for the distribution a dividend for the year 2023 of approximately 210 million euros and the promotion by SAES Getters of a partial voluntary Public Purchase Offer (OPA) for a total maximum consideration of approximately 140 million euros. The remaining net proceeds from the sale, indicatively 350 million, will be used to implement a new industrial plan for growth, both organic and inorganic, consistent with the SAES Group's technical and scientific expertise.

With reference to the current scope of consolidation, i.e. net of the aforementioned business sold, consolidated revenues for 2023 amounted to 121.6 million euros, down 3.9% compared to 126.6 million euros in 2022, due to the negative exchange rate effect and the decline in the Packaging Division. Gross operating profit was also down (49.4 million euros in 2023, compared to 53.6 million euros in 2022), due to the performance of the Packaging Division, and also of the High Vacuum Division, which closed the year with a lower gross margin, penalised by the inflationary effect on raw material costs. Consolidated EBITDA was negative for 12 million euros in 2023 and was strongly impacted by non-recurring costs (in total 14.3 million euros in 2023). Operational

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activities show a loss of 11 million euros, an improvement compared to 2022, which was penalised by the reduction in the value of the investment portfolio.

Most significant transactions during the year

In addition to the sale of the US subsidiaries Memry Corporation and SAES Smart Materials, Inc., which we have already illustrated, we indicate below the additional significant events, reported in the Report on Operations, which characterised the Company in 2023.

• At the beginning of January 2023, the Company increased its investment in Flexterra, Inc. from 46.84% to 47.10%, following the repurchase by the joint venture of the shares previously owned by a small individual shareholder for the symbolic value of 1 dollar.
• With regard to the investment completed in the EUREKA! Venture Capital Fund, in 2023 the Company made payments for a total of 759 thousand euros to cover both the portion of the fund costs and the portion of further investments started in previous years as well as new investments.
• In 2023, with reference to the additional convertible bond granted on December 7, 2022, the Company disbursed to Flexterra one million dollars in four tranches of 250 thousand dollars each. The financial receivable corresponding to the first tranche was written down without negative effects on the income statement, as a provision for risks and charges had already been recognised as at December 31, 2022 against the irrevocable commitment of the SAES Group to the loan. The impairment of the financial asset corresponding to the three subsequent tranches has instead generated a financial expense in the income statement as at December 31, 2023.
• On April 28, 2023, the Board of Directors of SAES Getters S.p.A. approved the signing of a second amendment to the convertible loan granted to the German company Rapitag GmbH (Munich). In particular, the contractual amendment provided for the payment of two additional tranches of financing, of which the first (equal to 200 thousand euros), disbursed on May 3, 2023, was not subject to any milestones; the second (equal to 100 thousand euros) subject to the achievement of specific commercial and/or financing objectives, was not disbursed following the failure to meet these targets. The loan assets corresponding to the first disbursed tranche of 200 thousand euros were impaired because they were deemed unlikely to be recoverable. In addition, the maturity of the loan has been extended by one year (i.e. until December 31, 2026) and the period established for the conversion by SAES of the loan into Rapitag shares has been simultaneously extended to April 13, 2025 (instead of July 1, 2024). A further and third amendment to the convertible loan granted to Rapitag GmbH was signed on June 30, 2023. The disbursement of an additional 200 thousand euros, paid on July 4, 2023 was aimed at ensuring the continuation of the development activities of the German start-up. Again, the loan was written down because it was judged difficult to recover.
• On June 9, 2023, the Company was notified of a Report on Findings (PVC) following an assessment by the Italian Revenue Agency for the 2018 tax period in relation to direct taxes. The Italian Revenue Agency ascertained a higher IRES taxable amount of 21.8 million euros to be recovered, as well as a higher IRAP taxable amount of 13.2 million euros. To date, the Company has not received the notice of assessment from the competent tax authority. On September 25, 2023, the Italian Revenue Agency, through the notice of a questionnaire, requested information on the same issues the aforementioned Report on Findings was concerned with, also with reference to the 2017 tax period.
• On July 13, 2023, the Board of Directors of SAES Getters S.p.A. approved a capital increase of 200 thousand euros for the joint venture Actuator Solutions GmbH. The capital increase aims to guarantee financial support to ensure the operational continuity of the business.
• On July 31, 2023, the voluntary partial public tender offer on 1,364,721 SAES Getters savings shares concluded successfully.
  The Company's quota capital is now made up of 16,785,248 ordinary shares, for a total number of 21,803,734 exercisable voting rights (taking into account the 5,018,486 ordinary shares with increased voting rights pursuant to Article 11 of the By-Laws). The notional carrying amount per share is approximately 0.72802 euros per share.
• On December 14, 2023, SAES Getters S.p.A. signed a union agreement with Federmanager/Assolombarda to incentivise voluntary exit up to a maximum of 15 executives who will reach the regulatory requirements for pension in the next seven years, using the tool under Article 4 of Italian Law No. 92/2012 (Isopension). For the benefit of executives who join the Plan, which is scheduled to end on December 31, 2026, the Company will pay a benefit in an amount equal to the pension that they would be entitled to under current rules and will pay INPS

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the related notional contribution, until they reach the minimum requirements for retirement, which is expected to be within a maximum period of seven years from the termination of employment.

In relation to the Isopension agreement, the Company has made provision as at December 31, 2023 for 11.4 million euros, par to the best estimate of the resources necessary to meet the undertaken obligation. The transaction, once completed, will allow the Company to make savings in annual personnel costs for an approximate estimate of 4 million euros.

• In December 2023, SAES approved the waiver of 4,557 thousand euros relating to the receivable from the associated company SAES Coated Films, in order to improve its capital base. The Company also participated in the equity fundraising promoted by Cambridge Mechatronics Limited, of which it is already a minority shareholder as of the end of 2020, following the subscription of 159,745 preferred ordinary shares. In particular, on December 18, 2023, SAES acquired, for a consideration of 840 thousand pounds, 456,423 newly issued class B1 preferred shares. These shares are granted certain preferential rights, including priority over capital redemption and a preferred dividend if actually distributed. SAES has also received 117,325 ordinary shares to compensate for the fact that the rights of the preferred ordinary shares acquired in 2020 were subordinated to those of the newly issued class B1 preferred shares. Upon completion of the transaction, SAES's stake in Cambridge Mechatronics Limited is 1.83%.
• At the end of the 2023 financial year, using the cash from the sale of the Nitinol business, both revolving loans outstanding with Unicredit S.p.A. and Intesa Sanpaolo S.p.A. and the Company's short-term loans in the form of "hot money" were repaid.

With reference to the corporate governance structure, the following 2023 events concerned the Company.

On February 1, 2023, following the resignation presented by Director Adriano De Maio as a member of the Remuneration and Appointments Committee, the Board of Directors appointed Alessandra della Porta as a member of the aforementioned Committee.

On March 6, 2023, the Independent Director Luciana Sara Rovelli resigned due to significant differences in strategic vision. Therefore, as at March 6, 2023, Luciana Rovelli ceased to hold all the offices assigned to her and in particular: Chairperson of the Remuneration and Appointments Committee; Member of the Control, Risk and Sustainability Committee; Chairperson of the Supervisory Body, as well as Member of the Committee for Transactions with Related Parties. On March 7, 2023, the Board of Directors appointed, to replace Luciana Rovelli, the Independent Director Stefano Proverbio, as a member of the Remuneration and Appointments Committee, assigning him the role of Chairperson and the office of Chairperson of the Supervisory Body, of which he was already a member. The Ordinary Shareholders' Meeting of April 28, 2023 confirmed the appointment of Ms Maria Pia Maspes as Independent Director, who became a member of the Board of Directors on March 29, 2023 by co-opting, pursuant to Article 2386 of the Italian Civil Code. On March 29, 2023, the Board also appointed Independent Director Maria Pia Maspes as a Member of the Control, Risk and Sustainability Committee, the Committee for Transactions with Related Parties and the Supervisory Body. The Ordinary Shareholders' Meeting held on April 28, 2023 approved the appointment of Ms Silvia Olivotto as Alternate Statutory Auditor (name suggested by the majority shareholder S.G.G. Holding S.p.A.) of the Board of Statutory Auditors after the resignation of Alternate Statutory Auditor Ms Mara Luisa Sartori as of June 1, 2022.

On the same date, the Special Meeting of Holders of Savings Shares appointed Mr Dario Trevisan (name suggested by shareholder Andreas Lechner) as Common Representative of Holders of Savings Shares for the 2023-2025three-year period, as the term of office of the previous representative, Mr Massimiliano Perletti, in office for the 2020-2022three-year period, had come to an end. Its mandate ended in August 2023 following the conversion of the outstanding post-tender offer savings shares into ordinary shares.

As regards the other SAES Group companies, we highlight the following from among the transactions of greater significance.

• Starting from January 1, 2023 SAES RIAL Vacuum S.r.l. has been included in the scope of the national tax consolidation, together with the Group's other Italian companies that are already part of it.
• In mid-January 2023, SAES Coated Films S.p.A. launched a thirteen-week ordinary wage supplementation program (CIGO) which involved almost all employees. After this period, the program was not renewed and the related reduction in labour costs was approximately 101 thousand euros.
• At the beginning of February 2023, Memry Corporation repaid in advance the loan granted by the State of Connecticut (liability of 212 thousand euros as at December 31, 2022).

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• On March 17, 2023, the liquidation process of the Korean subsidiary SAES Getters Korea Corporation was completed with the return of the residual cash to the Parent.
• On March 29, 2023, after authorisation by the Company's Board of Directors, SAES Nitinol S.r.l. approved a waiver of the residual portion of interest accrued up to December 31, 2022 on the loans granted to the joint venture Actuator Solutions GmbH, equal to 1,621 thousand euros, to ensure business continuity and accelerate the replenishment of equity. The above waiver, finalised in April, had no effect on the consolidated financial statements, as the financial asset related to the interest-bearing loan (both principal and interest) was already fully impaired as at December 31, 2022, as it was deemed difficult to recover. The same Board of Directors also approved maintaining the current interest rate on the same loan, equal to 2%.
• On October 17, 2023, the closure of the German Branch of SAES Getters S.p.A. was completed.

Most significant transactions after the end of the year

The following transactions of greater significance which occurred after December 31, 2023 should be noted.

• On January 18, 2024, the Company made a 5 million dollars payment to the US company TAE Technologies, Inc. following the signing of a SAFE (Simple Agreement for Future Equity) and Call Option Purchase Agreement. TAE Technologies, Inc. based in California but with international presence in the EU and UK, through its subsidiary TAE Fusion Power, LLC, is developing a new nuclear fusion solution to produce energy cleanly and without harmful emissions. The SAFE will be transformed into equity at the end of the fundraising operation launched by TAE at the end of the year 2023 and SAES will become a privileged investor of TAE, with the aim of encouraging the adoption of its innovative getter solutions in clean nuclear merger projects.
  A further investment in TAE Technologies, worth 2.5 million dollars and with the same characteristics as the previous one, was authorised by the Board of Directors of SAES Getters S.p.A. on March 14, 2024.
• On January 26, 2024, following the due date of a Credit Link Certificate (CLC) with a face value of 7.5 million euros, SAES Getters S.p.A. signed two new CLCs, amounting to 3.8 million euros each, maturing in December 2026 and December 2028, respectively. The first CLC provides for an annual fixed rate of 3.75%, while a floating rate based on the 3-month Euribor will accrue on the second CLC (1.90% + 3-month Euribor).
• Regarding the investment made in the EUREKA! venture capital fund, on February 7, 2024 a payment of 100 thousand euros was made, including both the portion of fund costs and the portion for the continuation of the investment in the companies already in the portfolio.
• On February 27, 2024, the Company signed a union agreement to incentivise voluntary exit up to a maximum of about 40 employees in the Lainate office who will reach the regulatory requirements for pension in the next seven years, using the tool, as per Article 4 of Italian Law No. 92/2012 (Isopension). A similar agreement was signed for a maximum of 50 employees of the Avezzano office on March 8, 2024. The overall costs related to the employee isopension plan are estimated at around 14 million euros for the Lainate and Avezzano sites and will be allocated in 2024 in a specific provision. The transaction, once completed, will allow savings in annual personnel costs of approximately 4.5 million euros. The two agreements, which are expected to be concluded by the end of 2026, are in addition to the one signed for executives on December 14, 2023, whose fund, amounting to 11.4 million euros, is already in the budget as at December 31, 2023.
• On March 5, 2024, the extension of the maturity date of the convertible loans granted to Flexterra, Inc. (principal of 6 million dollars) from January 31, 2024 to March 31, 2025 was approved, as well as the payment of an additional convertible loan for a total value of 500 thousand dollars, with the same characteristics as those already granted previously, for a total of 6 million dollars (i.e., due date on March 31, 2025 and annual interest of 8%). As a guarantee for the loans granted, SAES has received a lien on Flexterra's intellectual property (IP).

With reference to the corporate governance structure, on March 13, 2024, SAES Getters S.p.A. received a communication from the shareholder S.G.G. Holding S.p.A. regarding the list that the same shareholder intends to submit within the legal deadlines, in view of the renewal of the Company's administrative body. The list does not include the name of Giulio Canale, who was a member of the Company's Board of Directors for numerous mandates. The shareholder indicated that, in a context of discontinuity, this choice was prompted by the intention to contain the Company's operating costs, which had been greatly downsized following the sale of the Nitinol business, thanks to which a large amount of cash was generated to meet the extraordinary costs associated with the non-renewal. At the March 14, 2024 Board meeting, the plan for managing the transition was presented, which includes an appropriate period during which Giulio Canale confirmed his willingness to provide full assistance to the Company. The Board also noted that the reasons given by the shareholder are

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consistent with the initiatives already undertaken by the Company, aimed at an industrial reorganisation of the Group, for the purpose of a cost containment, as well as the rejuvenation of management and the corporate population in general. The initiatives are aimed at aligning the organisation with the strategic needs of the coming years, which will see the Company committed to bringing to the market the results of research in the world of fine chemicals and, in parallel, a process of inorganic growth in complementary activities to those of the Group.

Lastly, with regard to the subsequent events that characterised the companies belonging to the Group, we note that in February 2024, SAES Nitinol S.r.l. carried out a capital increase of 250 thousand euros in favour of the joint venture Actuator Solutions GmbH. A contribution in the same amount was also disbursed by the German shareholder SMAIIA GmbH. In addition, again in February, SAES Nitinol S.r.l. signed the waiver of the portion of interest accrued in fiscal year 2023 on the loans granted to the joint venture Actuator Solutions GmbH, amounting to 160 thousand euros, to support its business continuity and accelerate its equity replenishment. The above waiver will have no effect on the consolidated financial statements, as the financial receivable related to the interest-bearing loan (both principal and interest) had already fully written down as at December 31, 2023. The Board of Statutory Auditors, duly and promptly informed by the Directors, ascertained compliance of the aforesaid transactions with the law, with the By-laws and the principles of correct administration, ensuring that they were not manifestly imprudent or risky, or conflicting with the resolutions passed by the Shareholders' Meeting or such as to jeopardise the integrity of the company's assets.

Conflict in Ukraine and instability in the Middle East

The administrative body has indicated in the Financial Report that, also in the 2023 financial year, the direct exposure of the Group to Russia, Ukraine and Belarus continues to be marginal. Revenues in these countries were immaterial, also following SAES's decision to cautiously suspend all business activities. During 2023, the indirect effects of the conflict (increases in energy and raw materials) subsided and costs returned to standard levels.

The current conflict in Israel has had direct intangible effects on the Group's sales. With regard to the instability in the entire Middle East region and, in particular, the situation of the blockade of the Suez Canal, no critical issues are reported with regard to clients. With regard to the supply chain, there are slight increases in transport time and costs, but no emergencies, as purchases are mainly handled by air, except in sporadic cases.

Going concern

The consolidated financial statements are prepared on the going concern assumption, given that, despite a difficult and uncertain economic/financial and geopolitical environment in the light of the results achieved in 2023 and forecasts for future years that estimate a decline in energy costs, the Directors believe there are no significant uncertainties (as defined in paragraph no. 25 of IAS 1 - Presentation of Financial Statements) regarding going concern. In addition, the significant cash availability as at December 31, 2023, deriving from the sale of the Nitinol business, constitutes a further guarantee of going concern.

Atypical and/or unusual transactions, including intra-group or related-party transactions

With regard to relations with the companies of the SAES Group, the administrative body reports that, also during the 2023 financial year, relations continued with subsidiaries involving transactions relating to the Company's ordinary activities. These transactions were mostly commercial, and regarded purchases and sales of raw materials, semi-finished goods, finished products, plants, tangible assets and various services; cash pooling agreements are in place with several SAES Group companies as well as loan agreements.

In the context of relations with subsidiaries or joint ventures of the SAES Group, the following should be noted in particular:

ACTUATOR SOLUTIONS GMBH - Gunzenhausen, Germany

A joint venture 50% jointly controlled by SAES Nitinol S.r.l. and SMA Holding, aimed at the development, assembly and marketing of actuator devices based on SMA technology.

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With regard to Actuator Solutions GmbH, during 2023 the Company had a commercial relationship (in particular, the sale of raw materials and the purchase of semi-finished products under the B!POD project) and provided various services (in particular, development services and accessory/administrative activities), which are charged back under a service contract.

There is a sales agreement in place between the Company and Actuator Solutions GmbH that envisages recognition to the joint venture of sales commissions on SMA wiring procured for SAES Getters S.p.A. from the business activities of Actuator Solutions (null commissions in 2023).

FLEXTERRA TAIWAN CO., Ltd - Zhubei City (Taiwan)

A company established at the beginning of 2017, wholly owned by the joint venture Flexterra, Inc.

With regard to Flexterra, Inc. and its subsidiary, the Company provides some administrative services, as well as legal, financial and tax support, and assistance in joint venture research and development activities, including the management of patents. These services are charged back under a service fees contract.

Up to December 31, 2023, the Company had granted three convertible loans to the joint venture Flexterra, Inc. for a total of 6 million dollars, to be repaid in cash or in the form of equity when certain conditions are met, with 8% annual interest. The first tranche, equal to 250 thousand dollars, of the last additional convertible loan granted on December 7, 2022 (total of 1 million dollars) was disbursed in January 2023, while the second tranche, in the same amount, was paid on June 1, 2023 following the positive evaluation by SAES of the joint venture updated business plan. On July 26, 2023, after the application milestones set forth in the contract were reached, SAES Getters S.p.A. paid Flexterra the third tranche, also in the amount of 250 thousand dollars, while the fourth and final tranche, in the same amount, was approved on October 12, 2023.

The financial receivable corresponding to the first tranche was impaired with no negative effects in the income statement in the current year, as a provision for risks and charges had already been recognised as at December 31, 2022 against the SAES Group's irrevocable commitment to provide the loan. The impairment of the financial receivable corresponding to the three subsequent tranches instead generated a financial expense (698 thousand euros) in the income statement as at December 31, 2023. Furthermore, due to the continuing uncertainty about the timing of Flexterra's commercial establishment, the financial receivable related to the interest accrued during 2023 on all the various tranches of the convertible loans granted to the joint venture, amounting to 407 thousand euros, was also written down because it was judged difficult to recover. As a guarantee for the loans granted, SAES Getters has received a lien on Flexterra's intellectual property (IP).

SAES Getters S.p.A. exercises management and coordination over SAES Innovative Packaging S.r.l., SAES Coated Films S.p.A., SAES Nitinol S.r.l., SAES Investments S.A., Strumenti Scientifici Cinel S.r.l. and SAES Rial Vacuum S.r.l. pursuant to Article 2497 et seq. of the Italian Civil Code.

The equity and economic transactions performed with subsidiary and jointly-controlled companies of the SAES Group are summarised below:

(thousand of euro)

Legal Entity	Assets	Liabilities	Revenue	Costs	Dividends	Obligations
2023	2023	2023	2023	2023	2023 (**)
SAES Getters/USA, Inc.	1,646	7	5,251	596	0	4,000
Spectra-Mat, Inc.	142	0	82	1	0	0
SAES Smart Materials, Inc.	0	0	110	1,064	0	0
Memry Corporation	0	0	866	526	0	0
SAES Getters Korea Corporation	0	0	0	0	0	0
SAES Getters (Nanjing) Co.Ltd.	369	218	1,904	763	281	0
SAES Innovative Packaging S.r.l.	1	2,749	(1)	0	0	0
SAES Nitinol S.r.l.	2	688	(2)	79	0	0
SAES Coated Films S.p.A.	2,042	690	699	32	0	1,000
SAES Getters Export Corp.	0	0	0	0	7,386	0
Strumenti Scientifici Cinel S.r.l. (***)	349	3,529	421	145	0	35
SAES Investments S.A.	253,259	0	3,019	0	0	0
Memry Corporation - Italy Branch	0	0	20	0	0	0
SAES RIAL Vacuum S.r.l.	155	99	312	512	0	0
Actuator Solutions GmbH	41	0	82	235	0	370
Flexterra, Inc.(*)	6,643	0	490	0	0	0
Total	264,648	7,979	13,253	3,953	7,667	5,405

1. includes financial receivable from Flexterra, total value of euro 6,559,929.74 including interest, fully written down. (**) includes surety guarantees issued by SAES Getters S.p.A.
   (***) co-obligation of SAES Getter S.p.A. in guarantee contracts entered into by affiliates.

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The following related parties are also noted:

• S.G.G. Holding S.p.A., relative majority shareholder that as at December 31, 2023 held 30.11% of the ordinary shares of SAES Getters S.p.A. On May 10, 2023, S.G.G. Holding S.p.A. collected dividends from SAES Getters S.p.A. for a total of 2.8 million euros. Finally, SAES Getters S.p.A. does not hold any shares of the parent S.G.G. Holding S.p.A., not even through a trust company or a third party.
• Managers with Strategic Responsibilities: these include the members of the Board of Directors, including non-executive directors, and the members of the Board of Statutory Auditors.
  Also considered key managers are the Group Human Resources Manager and the Group Research Lab Manager.
  Their close relatives are also considered related parties. In particular, Ginevra della Porta and Lorenzo della Porta, children of Massimo della Porta, as well as Livia della Porta and Giulio della Porta, children of the Non-executive Director Luigi Lorenzo della Porta, are employees of the Parent.
  In this regard, it should be noted that the Related Parties Committee met on the dates of February 9, 2023, March 8, 2023, and June 29, 2023, for evaluations regarding organisational changes that led to the assignment of the role of Group Chief Innovation Officer to Ginevra della Porta and the role of Packaging Division Manager to Lorenzo della Porta, resulting in the amendment of their employment contracts in order to award the position of executive.

Pursuant to Consob communications of February 20, 1997 and February 28, 1998, as well as to IAS 24, the administrative body noted that also in 2023 all Related Party transactions were carried out in the ordinary course of business, at economic and financial conditions in line with standard market conditions.

Remuneration for Executives with Strategic Responsibilities

As part of transactions with related parties, the Board of Statutory Auditors deems it appropriate to dedicate a specific part of its report to the remuneration of key management personnel, with particular reference to the two Executive Directors, the Group Human Resources Manager and the Group Research Lab Manager.

The following table shows the remuneration of key managers, employed by SAES Getters S.p.A.:

(Thousands of euros)

Total remuneration to key management	2023	2022
Short-term employee benefits	51,704	4,375
Post-employment benefits	481	837
Other long-term benefits	(443)	674
Termination benefits	0	0
Share-based payments	2,098	500
Total	53,840	6,386

The Board of Statutory Auditors mainly focuses on "Short-term employee benefits", which comprised both fixed and variable remuneration of executives with key responsibilities.

The very sharp increase in the 2023 financial year compared to 2022 financial year is attributable to the extraordinary remuneration paid to both Executive Directors and to two Key Managers following the sale of the Nitinol business and of the significant capital gains deriving from it, as part of the incentive plan called Asset Sale Plan.

This incentive plan envisages that, for each disposal of Assets finalised within the duration of the Asset Plan, i.e. by April 23, 2027, the plan recipients are entitled to receive a total gross incentive calculated on the basis of 10% of the difference between the fee for the disposal and the book value of the assets, naturally correlated to the percentage subject to disposal. The gross amount thus determined is distributed as indicated below:

1. 60% of the gross incentive is attributed to the Executive Directors so that the Chairperson is granted 35% of the gross incentive and the Deputy Chairperson 25% of the gross incentive.
2. A portion of 25% of the gross incentive is attributed to Key Managers, divided into equal parts.

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3. 15% of the gross incentive is attributed to the PfS recipients entitled to the incentive, and distributed between them equally.

With regard to the remuneration related to the Asset Sale Plan in connection with the Nitinol business sale transaction, it should be noted that the two Executive Directors and the two Key Managers, have proposed to reduce by 30% the amount of the incentive to which they are entitled, net of tax and contribution adjustments related to regional and municipal surtaxes, which will be due from the beneficiaries themselves during the year 2024 (related to fiscal year 2023) and the year 2025 (related to fiscal year 2024). In addition, the Executive Directors have proposed that the payment of the incentive due to them, as reduced, should take place according to terms more favourable to the Company and, in particular: (i) as to 50%, according to the timetable provided for in the Asset Sale Plan and, (ii) as to the remaining 50%, 12 months after the payment of the first tranche.

The aforementioned reductions were the subject of settlement agreements and, as such, the subject of favourable opinions, taken unanimously, of the Remuneration and Appointments Committee and the Related Parties Committee, each for the parts within their respective areas of competence, as well as of resolutions of the Board of Directors.

It should be noted that, with regard to the reduction in the compensation linked to the Asset Sale Plan in relation to the transaction for the sale of the Nitinol business proposed by the two Executive Directors and the two Key Managers, although this reduction did not result in exceeding the materiality thresholds provided for transactions of Greater Significance pursuant to the "Regulation containing provisions on related party transactions" adopted by Consob with resolution no. 17221 of March 12, 2010, in view of the fact that the total amount of incentives due to the above-mentioned beneficiaries exceeded these thresholds, the procedure provided for transactions of Greater Significance was applied for the purpose of maximum transparency.

Again on the issue relating to the Asset Plan, the Board of Statutory Auditors deems it appropriate to point out that the Board of Directors introduced, with Board resolution of March 15, 2024, a cap on the incentive attributable to the Executive Directors in the event of future disposals, equal to seven times the AGR, i.e. the Annual Global Remuneration, consisting of the fixed remuneration plus the average variable remuneration received or due in the previous two-year period, net of any disbursements deriving from the Asset Plan or the Phantom Shares Plan.

Lastly, we note that, on March 13, 2024, SAES Getters S.p.A. received a communication from the shareholder S.G.G. Holding S.p.A. regarding the list that the same shareholder intends to submit within the legal deadlines, in view of the renewal of the Company's administrative body.

The list does not include the name of Giulio Canale, who was a member of the Company's Board of Directors for numerous mandates. The shareholder indicated that, in a context of discontinuity, this choice was prompted by the intention to contain the Company's operating costs, which had been greatly downsized following the sale of the Nitinol business, thanks to which a large amount of cash was generated to meet the extraordinary costs associated with the non-renewal.

In fact, in line with the remuneration Policies of the last few years, Mr Giulio Canale has accrued the right to receive sums due to his non-candidacy and, therefore, to the termination of his office as a member of the Company's Board of Directors.

The details of the amounts that will be disbursed by the Company to Giulio Canale are indicated below.

Compensation for non renewal 3,568,906

Phantom Shares (estimate) 6,583,397

Non-compete agreement 780,000

Severance indemnity 171,600

Total 11,103,903

Audit Firm

KPMG S.p.A., the firm appointed to audit the consolidated and separate financial statements of SAES Getters S.p.A. and to perform the statutory audit of accounts pursuant to Article 150, paragraph 3 of Italian Legislative

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Decree 58/1998, issued the certification reports on March 29, 2024 and gave an opinion without findings and without requests for information on the consolidated and separate financial statements of the year 2023.

We held meetings, including of an informal nature, with the representatives of KPMG S.p.A., and during said meetings no significant data or information to be pointed out in this report were ascertained.

The Board of Statutory Auditors acknowledges to have received, pursuant to Article 19, paragraph 3, of Italian Legislative Decree 39/2010, the report of the audit firm explaining essential issues that arose during the statutory audit and any significant shortcomings that emerged in the internal control system in connection with the financial disclosure process. The report shows that no significant shortcomings have been identified in the preparation of the financial statements to be highlighted in this report.

The Board also acknowledges to have received from the audit firm, pursuant to Article 17, paragraph 9, letter a) of Italian Legislative Decree 39/2010 confirmation of its independence, to have had information on the services other than the statutory audit provided to the Company also by entities belonging to KPMG S.p.A.'s network and to lastly have discussed, pursuant to Article 17, paragraph 9, letter b) of the same decree, the risks concerning its independence and the measures taken to limit these risks with the audit firm.

Indication of any additional engagements with the audit firm and/or parties associated with the firm in long- term relationships

As regards the additional tasks appointed to the independent auditors and/or to parties connected to it by ongoing relations, total reference is made to the information given by the Company in the Explanatory notes to the consolidated financial statements, pursuant to Article 149-duodecies of the Issuers' Regulations on the subject of disclosure of fees.

Indication of the presence of opinions issued under law during the year

The Board of Statutory Auditors expressed its favourable opinion pursuant to art. 2386 of the Italian Civil Code to the co-optation of Ms Maria Pia Maspes resolved by the Board of Directors on March 29, 2023.

Presentation of complaints pursuant to Articles 2408 and 2409 of the Italian Civil Code and allegations

With reference to the year ended December 31, 2023, the Board of Statutory Auditors did not receive any complaints pursuant to Articles 2408 and 2409 of the Italian Civil Code.

We have not made any reports to the management body pursuant to and for the purposes of art. 25-octies of Italian Legislative Decree no. 14 of January 12, 2019, nor have we received reports from public creditors pursuant to and for the purposes of art. 25-novies of Italian Legislative Decree no. 14 of January 12, 2019.

Correct administration - Organisational structure and its amendments

The Company is managed with expertise in observance of the rules of law and of the By-laws. We attended the Shareholders' Meeting and the meetings of the Board of Directors, and the meetings of the other established committees for which our presence is required, held in observance of the statutory and legislative rules that govern their functioning.

The Board of Statutory Auditors acquired knowledge and monitored, to the extent of its competence, the suitability and operation of the organisational structure of the Company, through direct observations and information gathered from the heads of the functions; in this regard, it has no comments to make. The mandates and powers meet the needs of the Company and are adequate for the evolving company management. The Board of Statutory Auditors believes that the overall organisational structure of the Company is appropriate for the size of the Group.

The Board of Statutory Auditors monitored, within the scope of its competence, the suitability of the administrative-accounting system, and the reliability with which this correctly represents management activities, acquiring information from the heads of the respective functions, from the audit firm, KPMG S.p.A., and from the review of company documentation. In this regard, it had no observations to make. During the year, the technical characteristics of the administrative staff were found to be suited to the company needs.

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