SAES Getters S p A : THE BOARD OF DIRECTORS APPOINTS FINANCIAL AND LEGAL ADVISORS RELATING TO THE TENDER OFFER SUBMITTED BY S.G.G. HOLDING S.p.A.

SAES Group - Press release

PRESS RELEASE

Milan, May 2, 2024

THE BOARD OF DIRECTORS APPOINTS FINANCIAL AND LEGAL ADVISORS RELATING TO THE TENDER OFFER SUBMITTED BY S.G.G. HOLDING S.p.A.

THE BOARD OF DIRECTORS DISCLOSES DATA ON EXTRAORDINARY ITEMS IMPACTING FISCAL YEAR 2024

The Board of Directors held today appointed the financial and legal advisors related to the Total Voluntary Tender Offer ("Tender Offer") promoted by S.G.G. Holding S.p.A., through a press release dated April 16, 2024, pursuant to Article 102, paragraph 1, Legislative Decree 58/98 ("TUF") on the shares of SAES Getters S.p.A.

Specifically, the Board of Directors identified Lazard S.r.l. and Alberta Figari, of Studio Legance, as its financial and legal advisors, respectively. The Board of Directors also ratified the choice made by the independent directors, who identified PricewaterhouseCoopers Business Services S.r.l. and Attorneys Carlo Pedersoli and Edoardo Pedersoli, of the PedersoliGattai Law Firm, as their financial and legal advisors, respectively, to assist the independent directors themselves in the activities required by Article 39 bis of the Issuers' Regulations.

The Board of Directors also analyzed a number of extraordinary items, which occurred during the first quarter of 2024, or are destined to occur during fiscal year 2024 or future fiscal years, which will have an impact, in particular, on the Consolidated Net Financial Position, as well as, some of them, on the consolidated EBITDA.

These are the following extraordinary items.

Description	2024	VTO	Future	Total
millions of euros	commitments	costs	investments
Asset Plan - Nitinol business sale	(24.5)			(24.5)
Dividend	(210.0)			(210.0)
Dr Canale non-renewal	(17.9)			(17.9)
Isopension plan - employees	(13.6)			(13.6)
Isopension plan - executives	(11.4)			(11.4)
Bonus	(3.6)			(3.6)
FMB acquisition	(8.0)			(8.0)
HeatWave Labs acquisition	(4.0)			(4.0)
TAE Technologies, Inc. SAFE	(7.0)			(7.0)
Investments in JV e other companies	(0.9)		(8.0)	(8.9)
Capex	(18.7)			(18.7)
Phantom Shares of Key Managers in case of delisting		(7.1)		(7.1)
VTO costs		(1.2)		(1.2)
Total	(319.5)	(8.3)	(8.0)	(335.7)

Note that most of the items are known to the market as information already contained in the Consolidated financial statements for the year ending December 31, 2023 or in press releases following the publication of the financial statements (see press releases dated April 12, 2024 and April 30, 2024). We refer, in particular, to costs related to (i) the Nitinol divestment Asset Plan, (ii) the non-renewal of Dr Canale, (iii) the isopension related to executives and employees, and (iv) the acquisition of FMB. On the other hand, the remaining items are either accrued in the first quarter of 2024, or are in the process of accruing in fiscal year 2024, some of which are related to the delisting of the company (Phantom Shares for key managers under delisting assumptions indicated in the Remuneration Policy and estimated herein, takeover costs) or to future investments (investments in joint ventures and other companies, Capex), which are in the process of being realized (HeatWave Labs and TAE Technologies, Inc.).

SAES Group

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SAES Group - Press release

A pioneer in the development of getter technology, the company SAES Getters S.p.A., together with its subsidiaries is a world leader in a variety of scientific and industrial applications that require high vacuum conditions. In more than 80 years of activity, the Group's getter solutions have been supporting technological innovation in the information display and lamp industries, in sophisticated high vacuum systems and in vacuum thermal insulation, in technologies spanning from large vacuum power tubes to miniaturized devices such as silicon-based microelectronic and micromechanical systems (MEMS).

Starting in 2004, by leveraging the core competencies in special metallurgy and in the materials science, the SAES Group has expanded its business into the advanced material markets, particularly the market of shape memory alloys, a family of materials characterized by super elasticity and by the property of assuming predefined forms when subjected to heat treatment. These special alloys, which today are mainly applied in the biomedical sector, are also perfectly suited to the realization of actuator devices for the industrial sector (domotics, white goods industry, consumer electronics, healthcare, automotive and luxury sector).

More recently, SAES has expanded its business by developing a technological platform that integrates getter materials in a polymeric matrix. These products, initially developed for OLED displays, are currently used in new application sectors, among which optoelectronics, advanced photonics, telecommunications (5G) and mobile phones above all. SAES also offers functional acoustic composites for the consumer electronics market and new functional materials developed from two main technological platforms are being validated: special zeolites and microcapsules. These new developments can find application in various sectors, from cosmetics to the paint & coatings segment, as well as that of polymers of natural origin.

Among the most recent applications, the advanced packaging is a significantly strategic one, in which SAES is offering a range of new products for the food sustainable packaging and competes with recyclable and compostable solutions.

Finally, please note the recent establishment of the new unit dedicated to consumer innovation, called B!POD, created with the aim of developing and marketing sustainable products and solutions and combating food waste.

A total production capacity distributed in eight facilities, a worldwide-based sale & technical service network and almost 700 employees allow the Group to combine multi-cultural skills and experience and to be a truly global enterprise.

SAES Group's headquarters are based in Milan.

SAES Getters S.p.A. is listed on the Italian Stock Exchange Market, Euronext STAR segment, since 1986.

More information on the SAES Group is available on the website www.saesgroup.com.

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Corporate Media Relations

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Enrico Bandini

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Federico Maggioni

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