SAES Getters S p A : Total Voluntary Tender Offer promoted by S.G.G. Holding S.p.A. concerning ordinary shares of SAES Getters S.p.A.

Courtesy translation - for convenience only

S.G.G. HOLDING S.P.A.

Sede in Via Santa Maria Fulcorina, 2 - 20123 Milano

Capitale sociale Euro 25.000.001,00 i.v.

Registro delle Imprese di Milano, Codice Fiscale e Partita Iva n. 06705891007

REA - C.C.I.A.A. di Milano n. 1676394

*****

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS NOT PERMITTED IN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA AND IN ANY COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE THE RELEVANT APPLICABLE REGULATION

TOTAL VOLUNTARY TENDER OFFER PROMOTED BY S.G.G. HOLDING S.P.A. CONCERNING ORDINARY SHARES OF SAES GETTERS S.P.A.

PRESS RELEASE PURSUANT TO ARTICLE 102, PARAGRAPH 1, OF ITALIAN LEGISLATIVE DECREE NO. 58 OF FEBRUARY 24, 1998 AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED (THE "TUF") AND ARTICLE 37 OF THE REGULATION ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF MAY 14, 1999 AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED (THE "ISSUERS' REGULATION")

Milan, 16th April 2024

Pursuant to and for the purposes of Article 102, paragraph 1, of the TUF and Article 37 of the Issuers' Regulation, with this communication (the "Communication"), S.G.G. Holding S.p.A. (the "Offeror" or "SGGH"), with registered office in Milan (MI), via Santa Maria Fulcorina 2 (20123), tax code, VAT no. and registration number with the Register of Companies of Milan - Monza Brianza - Lodi: 06705891007, fully subscribed and paid-up share capital of Euro 25,000,001, hereby announces that it has today taken the decision to promote a voluntary tender offer pursuant to Articles 102 et seq. of the TUF (the "Offer" or the "VTO") aimed at:

1. acquiring all of the outstanding ordinary shares of SAES Getters S.p.A. (the "Issuer" or "SAES Getters" or "SAES") (the "SAES Shares" or the "Shares") - less no. 5,053,486 Shares held by SGGH, representing approximately 30.1% of the Issuer's share capital (the "Initial Holding") - amounting to a total of no. 11,731,762 Shares, representing approximately 69.9% of the Issuer's share capital (the "Shares Subject to the Offer"); and
2. obtaining the delisting of the Shares from listing and trading on Euronext Milan ("EXM"), a market organized, regulated and managed by Borsa Italiana S.p.A. ("Borsa Italiana"), Euronext STAR Milan segment (the "Delisting").

The cash consideration for each Share tendered to the VTO and purchased by the Offeror is Euro 26.3 (ex 2023 Dividend, as defined below) (the "Consideration").

The Offeror will promote the Offer in the manner and within the timeframe provided for by applicable laws and will, within the terms prescribed by law, in accordance with Article 102, 1

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paragraph 3, of the TUF, transmit to the National Commission for Companies and the Stock Exchange ("Consob") a copy of the offer document (the "Offer Document") intended for publication, to which reference should be made for further details on the VTO.

In view of the decision to promote the Offer, the Offeror specifies that it will vote against the proposals submitted to the SAES shareholders' meeting convened for April 23, 2024 concerning the authorization to purchase (and consequently cancel) up to no. 5,700,325 SAES treasury shares at a price equal to Euro 24.56 per share (ex 2023 Dividend) through a partial voluntary tender offer (the "Proposed Partial Tender Offer on Treasury Shares"), while it will vote in favour of the proposals to approve the financial statements as of December 31, 2023 and to distribute a dividend for the year 2023 equal to Euro 12.51 per share (the "2023 Dividend").

1. SUBJECTS PARTICIPATING IN THE TRANSACTION

1.1 OFFEROR

The Offer is promoted by S.G.G. Holding S.p.A.

The Offeror is a joint-stock company under Italian law, with registered office in Milan, Via Santa Maria Fulcorina No. 2, tax code, VAT number and registration number with the Milan-MonzaBrianza-Lodi Companies' Register: 06705891007, R.E.A. number MI-1676394, active in the purchase, sale and management of shares, stocks, public or private securities or financial instruments and holdings in general of companies, consortia, associations or entities of any nature, both in Italy and abroad. The duration of the Offeror is set until December 31, 2030.

As of the date of this Communication, the Offeror's share capital amounts to Euro 25,000,001, fully subscribed and paid up, divided into no. 5,962,456 ordinary shares, with no express par value. The Offeror does not hold treasury shares.

The Offeror is not controlled by any of its shareholders and its shareholding structure is represented as follows (% refers to share capital):

					Full ownership				Usufruct				Bare ownership
	Shareholder				("piena proprietà")				("usufrutto")				("nuda proprietà")
				No. shares		% share				No. shares		% share				No. shares		% share
						cap.					cap.					cap.
Baldi Annalisa		101,910	1.7%			73,288	1.2%			-	-
Baroncelli Giulia S.p.A.	699,293	11.7%		-	-		-	-
Canale Andrea	112,634	1.9%		-	-		-	-
Canale Giulio	288,114	4.8%		-	-		325,334	5.5%
Canale Maria Maddalena	101,649	1.7%		-	-		-	-
Canale Orietta	3,066	0.1%		155,463	2.6%		-	-
Corberi Ferdinando	-	-		-	-		36,644	0.6%
Corberi Francesca Donatella	-	-		-	-		36,644	0.6%
Della Porta Alessandra	-	-		153,916	2.6%		-	-
Della Porta Anna	21,600	0.4%		-	-		-	-
Della Porta Carola Rita	-	-		153,916	2.6%		-	-
Della Porta Ginevra	120,000	2.0%		-	-		504,609	8.5%

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Della Porta Giulio	70,000	1.2%	-	-	350,285	5.9%
Della Porta Giuseppe	33,200	0.6%	270,000	4.5%	-	-
Della Porta Livia	70,000	1.2%	-	-	350,285	5.9%
Della Porta Lorenzo	120,000	2.0%	-	-	504,609	8.5%
Della Porta Luigi Lorenzo	220,285	3.7%	820,570	13.8%	-	-
Della Porta Massimo Lorenzo	-	-	1,009,218	16.9%	-	-
Della Porta Paolo	70,000	1.2%	-	-	120,000	2.0%
Dia S.A.	606,000	10.2%	-	-	-	-
Dogliotti Andrea	1,000	0.02%	-	-	51,821	0.9%
Dogliotti Beatrice	222	0.004%	-	-	11,516	0.2%
Dogliotti Giulia	222	0.004%	-	-	11,516	0.2%
Dogliotti Luisa	1,000	0.02%	-	-	51,821	0.9%
Dogliotti Paolo	222	0.004%	-	-	11,516	0.2%
Lissoni Elena Alessandra	-	-	-	-	234,458	3.9%
Lissoni Michele	-	-	-	-	234,458	3.9%
Magi Irene Maria Vittoria	-	-	-	-	234,458	3.9%
Magi Sofia	-	-	-	-	234,458	3.9%
Profumo Marta	334	0.01%	-	-	17,273	0.3%
Rice Judith	-	-	325,334	5.5%	-	-
Strambio de Castillia Patrizia	-	-	360,000	6.0%	-	-
Subtotal		2,640,751	44.3%		3,321,705	55.7%		3,321,705	55.7%
Total capital				5,962,456

As of the date of this Communication, the Offeror holds the Initial Holding, i.e., no. 5,053,486 SAES Shares, representing approximately 30.1% of the Issuer's share capital and approximately 46.2% of the voting rights exercisable at the Issuer's shareholders' meetings, given the increased voting rights provided for in SAES Getters' by-laws pursuant to Article 127-quinquies of the TUF.

1.2 Agreement between the Offeror's Shareholders

Today, an agreement (the "Offeror Shareholders' Agreement") was entered into between the full owners, bare owners and usufructuaries of the Offeror1 holding stakes representing (by way of full ownership and/or bare ownership) approximately 99.4% of the Offeror's share capital and thus with the sole exception of some shareholders who may eventually enter into the Offeror Shareholders' Agreement upon obtaining the relevant authorizations2.

In summary, the Offeror Shareholders' Agreement provides, in the event that the Issuer's shareholders' meeting approves the 2023 Dividend and the Offeror promotes the Offer:

1. the commitment of the signatory shareholders who hold, directly or indirectly, SAES Shares, to tender to, and to cause the companies controlled by them to tender to the Offer

1. Namely, Carola Rita della Porta, Alessandra della Porta, Luigi Lorenzo della Porta, Giulio della Porta, Livia della Porta, Massimo Lorenzo della Porta, Lorenzo della Porta, Ginevra della Porta, Maria Maddalena Canale, Andrea Canale, Orietta Canale, Luisa Dogliotti, Andrea Dogliotti, Marta Profumo, Giulia Dogliotti, Beatrice Dogliotti, Paolo Dogliotti, Giulio Canale, Annalisa Baldi, Ferdinando Corberi, Francesca Donatella Corberi, DIA S.A., Baroncelli Giulia S.p.A., Anna della Porta, Paolo della Porta, Sofia Magi, Irene Maria Vittoria Magi, Michele Lissoni, Elena Alessandra Lissoni.
2. Namely, Giuseppe della Porta, Patrizia Strambio de Castillia and Judith Rice.

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all the Shares held, which, according to the Offeror Shareholders' Agreement, as of today are no. 494,095 Shares, equal to approximately 2.9% of the Issuer's share capital and 2.3% of the voting rights exercisable at the Issuer's shareholders' meetings (the "Shares Subject to Tender Commitment");

1. the commitment of the signatory shareholders not to carry out, directly or indirectly, any transactions relating to the Shares; and
2. provided that upon completion of the Offer (including any fulfillment of the purchase obligation under Article 108 of the TUF and/or the purchase right under Article 111 of the TUF) the Offeror becomes the owner of all SAES Shares and the Delisting is achieved:
3. 1. the approval, as soon as possible, of a merger of the Offeror into the Issuer (the "Merger"); and
   2. the sale by Giulio Canale, Andrea Canale, Maria Maddalena Canale, Luisa Dogliotti, Andrea Dogliotti, Marta Profumo, Beatrice Dogliotti, Giulia Dogliotti, Paolo Dogliotti, Orietta Canale, Dia S.A, Annalisa Baldi, Ferdinando Corberi and Francesca Corberi (the "Selling Shareholders") to the company resulting from the Merger, as soon as it is technically feasible also in light of the requirements of Art. 2357, paragraph 1, of the Italian Civil Code, of the full ownership, bare ownership and/or usufruct of all the shares held by the Selling Shareholders in the company resulting from the Merger, at a consideration for the full ownership of each share equal to Euro 7.3942 per SAES post-Merger share (an amount that corresponds to a valuation of the Offeror calculated on the basis of a price per share of the Issuer of Euro 24.56 - an amount which is equal to the consideration for the purchase of treasury shares of the Proposed Partial Tender Offer on Treasury Shares). Therefore, the consideration recognized to the Selling Shareholders pursuant to the Offeror Shareholders' Agreement is lower than the Consideration recognized in the context of the Offer.

For more information, please refer to the essential information of the Offeror Shareholders' Agreement, which will be published within the terms and in the manner prescribed by Articles 122 of the TUF and 130 of the Issuers' Regulation.

1.3 Persons acting in concert with the Offeror

The persons who could be considered to be acting in concert with the Offeror in connection with the Offer are (i) Carola Rita della Porta, Alessandra della Porta, Sofia Magi, Irene Maria Vittoria Magi, Elena Alessandra Lissoni, Michele Lissoni, Luigi Lorenzo della Porta, Annalisa Baldi, Orietta Canale, Andrea Dogliotti, Luisa Dogliotti, Marta Profumo, Giulia Dogliotti, Beatrice Dogliotti, Paolo Dogliotti, Francesca Donatella Corberi, Baroncelli Giulia S.p.A, Andrea Canale e Maria Maddalena Canale, as parties to the Offeror Shareholders' Agreement and holders of SAES Shares and (ii) Tommaso Nizzi, as a director of the Offeror and holder of SAES Shares (collectively, the "Persons Acting in Concert").

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In any case, also in accordance with the provisions of the Offeror Shareholders' Agreement, the Offeror will be the only party to acquire the Shares Subject to the Offer that will be tendered to the Offer.

1.4 ISSUER

The Issuer is SAES Getters S.p.A., a joint-stock company under Italian law with its registered office in Lainate (MI), Viale Italia No. 77, tax code, VAT number and registration number with the Milan - Monza Brianza - Lodi Register of Companies: 00774910152, R.E.A. number MI-317232, active, together with its subsidiaries, in a variety of scientific and industrial applications, including in high vacuum conditions. The duration of the Issuer is set until December 31, 2050.

As of the date of this Communication, the Issuer's share capital amounts to Euro 12,220,000, fully subscribed and paid up, divided into no. 16,785,248 ordinary shares with no express par value. The Issuer does not hold any treasury shares.

The Shares are admitted to trading on the EXM - Euronext STAR Milan segment.

The following table shows the shareholders who, as of the date of this Communication, based on publicly available information, hold SAES Shares with voting rights equal to or greater than 5% of the share capital (represented by voting shares) of the Issuer:

Declarant i.e., person

Direct

Number of SAES

% of share

Exercisable

% exercisable

at the top of the chain

voting rights

shareholder

Shares

capital

voting rights

of ownership

(1)

S.G.G. Holding S.p.A.

S.G.G.

5,053,486

30.1%

10,071,972

46.2%

Holding S.p.A.

1. Please note that the Issuer's by-laws provide for the increase of voting rights pursuant to Article 127-quinquies of the TUF. As of the date of this Communication, the total number of exercisable voting rights, as resulting from the latest communication made by the Issuer pursuant to Article 85-bis, paragraph 4-bis, of the Issuers' Regulation, is no. 21,803,734.

1. LEGAL REQUIREMENTS OF AND REASONS FOR THE OFFER

1. Legal requirements of the Offer

The Offer consists of a total voluntary tender offer promoted pursuant to and for the purposes of Article 102, paragraph 1, of the TUF and the relevant implementing provisions contained in the Issuers' Regulation.

The Offer is subject to the fulfillment of the Conditions of the Offer (as defined below) set forth in Section 3.3 of this Communication.

The decision to promote the Offer was taken today by resolution of the board of directors of the Offeror.

2.2. Reasons for the Offer

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The Offer is aimed at acquiring the entirety of the Shares Subject to the Offer and, consequently, at achieving the Delisting. Therefore, upon the occurrence of the relevant prerequisites, the Offeror will not restore a sufficient free float to ensure the regular trading of SAES Shares.

The Offeror, after the extraordinary transactions of SAES Getters that took place in 2023 and the significant downsizing of the business and in view of a generational transition, believes, also consistently with what the Issuer has communicated to the market, that an industrial reorganization of the Issuer is appropriate, an activity that is more easily pursued as an unlisted company, also in view of the timing and possible risks and complexities of such reorganization.

Indeed, the Delisting would enable the Issuer to pursue its purposes in a context and legal framework characterized by greater managerial and organizational flexibility, with faster decision- making and performance times and also benefiting from a possible reduction in operating costs.

Through the Offer, SAES Getters' shareholders are given the opportunity to monetize their investment at particularly advantageous terms, which are more favourable than those currently offered by the market and those provided by the Proposed Partial Tender Offer on Treasury Shares.

The Consideration is also higher than the consideration for exiting the Offeror provided in favour of some historical shareholders of the Offeror following the success of the Offer, as better described in Section 1.2 above.

The Offeror will also, upon completion of the Offer, resolve (and cause the Issuer to resolve) the Merger with the Issuer also in order to fully repay the Financing (as defined below) by using part of the Issuer's available resources.

For more information about the Delisting, please refer to Section 3.6 of this Communication.

3. ESSENTIAL ELEMENTS OF THE OFFER

3.1 Categories and quantity of the Shares Subject to the Offer

The Offer is promoted exclusively in Italy and concerns up to no. 11,731,762 SAES Shares, representing approximately 69.9% of SAES Getters' share capital and 53.8% of the voting rights exercisable at the Issuer's shareholders' meetings.

The Shares Subject to the Offer correspond to the entirety of the Shares, less the Initial Holding, consisting of no. 5,053,486 Shares held by the Offeror, representing approximately 30.1% of the Issuer's share capital and approximately 46.2% of the voting rights exercisable at the Issuer's shareholders' meetings, taking into account the increased voting rights provided for in SAES Getters' by-laws pursuant to Article 127-quinquies of the TUF.

Please note that the Shares Subject to Tender Commitment amount to no. 494,095 Shares, representing approximately 2.9% of the Issuer's share capital and approximately 4.2% of the Shares Subject to the Offer.

The sum of the Initial Holding and the Shares Subject to Tender Commitment amounts to no. 5,547,581 Shares, representing approximately 33.1% of the Issuer's share capital.

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Following the publication of this Communication, as well as during the Acceptance Period (as defined below), as extended or reopened pursuant to applicable laws, the Offeror reserves the right to purchase Shares outside of the Offer, within the limits set forth by applicable laws. Such purchases will be communicated to the market in accordance with Article 41, paragraph 2(c) of the Issuers' Regulation. The number of Shares Subject to the Offer may be automatically reduced as a result of any purchases made by the Offeror and/or Persons Acting in Concert outside of the Offer.

The Offer is addressed, indiscriminately and on equal terms, to all holders of Shares Subject to the Offer.

The Shares tendered to the VTO must be freely transferable to the Offeror and free from constraints and encumbrances of every kind and nature, whether real, mandatory or personal.

3.2 Offered price per Share and total consideration of the Offer

3.2.1 Offered price per Share and its determination

The Offeror will pay, on the Payment Date (as defined below), the cash Consideration of Euro 26.3 (ex 2023 Dividend) for each of the Shares Subject to the Offer tendered to the VTO and purchased by the Offeror.

The Consideration is net of stamp duty, registration tax and Italian financial transaction tax, if due, and fees, commissions and expenses that will be borne by the Offeror. Conversely, any income tax, withholding tax, or substitute tax, if due, on the income potentially realised, will be borne by the shareholders tendering the Shares to the Offer. Please note that the ordinary shareholders' meeting of SAES Getters convened for April 23, 2024 for the approval of the financial statements as of December 31, 2023, is also called to approve, among other things, the 2023 Dividend, equal to Euro 12.51 per Share, which will be paid on May 2, 2024.

The Consideration, therefore, is net of the amount per Share of the 2023 Dividend, on the assumption that the 2023 Dividend is approved by the ordinary shareholders' meeting of SAES Getters on April 23, 2024, and is paid on May 2, 2024.

It should be noted that for the determination of the Consideration, no expert reports prepared by independent parties or aimed at assessing the fairness of the same were obtained and/or carried out.

3.2.2 Quotation price on the day before the Announcement Date and volume-weightedaverages in different time periods

The Consideration incorporates a premium of 7.5% over the Issuer's official share price, adjusted for the 2023 Dividend, recorded on April 15, 2024, i.e., the last trading day prior to today's date (the "Announcement Date"), as well as a premium of 12.5%, 15.9%, 19.1% and 25.9% over the volume- weighted averages of the official prices of the SAES Shares traded on the EXM market, adjusted for the 2023 Dividend, during the periods of 1 (one) month, 3 (three) months, 6 (six) months and 12 (twelve) months prior to the Announcement Date (excluded), respectively, as further illustrated in the table below:

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Volume-weighted averages of

Premium implied in the

Time period prior to the	official Share prices "ex 2023	Consideration (ex 2023 Dividend)
	Dividend" 1
Announcement Date (excluded)
	(Eu)	(%)
April 15, 2024	24.46	7.5%
1 month prior to April 15, 2024	23.38	12.5%
3 months prior to April 15, 2024	22.70	15.9%
6 months prior to April 15, 2024	22.08	19.1%
12 months prior to April 15, 2024	20.88	25.9%

Source: Elaborations on Bloomberg data. Note: 1) Calculated for each time period by subtracting the amount of Eu 12.51 (equal to the 2023 Dividend, which is scheduled to be approved by the Issuer's ordinary shareholders' meeting on April 23, 2024) from the volume-weighted average of the official prices of SAES Shares traded on the EXM market.

The Consideration also incorporates a premium of approximately 7.1% over the consideration of the Proposed Partial Tender Offer on Treasury Shares (amounting to Euro 24.56 per SAES Share, ex 2023 Dividend) and 28.5% over the official price of the Issuer's shares recorded on the day prior to the announcement of the Proposed Partial Tender Offer on Treasury Shares submitted to the Issuer's shareholders' meeting.

For completeness, the table below shows the premia implied in the Consideration with respect to the official price of SAES Shares, adjusted for the 2023 Dividend, recorded on September 29, 2023 (the last trading day prior to the publication of the first announcement of the Proposed Partial Tender Offer on Treasury Shares and, therefore, the last day on which stock market prices did not reflect its effects), as well as the implied premia over the volume-weighted averages of the official prices of SAES Shares traded on the EXM market, adjusted for the 2023 Dividend, in the 1-month,3-month,6-month, and 12-month periods prior to September 29, 2023 (included), respectively.

Time period prior to the	Volume-weighted averages of	Premium implied in the
announcement date of the Proposed	official Share prices "ex 2023	Consideration (ex 2023
Partial Tender Offer on Treasury	Dividend" 1	Dividend)
Shares	(Eu)	(%)
(October 2, 2023)
September 29, 2023	20.47	28.5%
1 month prior to September 29, 2023	20.08	31.0%
3 months prior to September 29, 2023	18.65	41.0%
6 months prior to September 29, 2023	17.83	47.5%
12 months prior to September 29, 2023	17.94	46.6%

Source: Elaborations on Bloomberg data. Note: 1) Calculated for each time period by subtracting the amount of Eu 12.51 (equal to the 2023 Dividend, which is scheduled to be approved by the Issuer's ordinary shareholders' meeting on April 23, 2024) from the volume-weighted averages of the official prices of SAES Shares traded on the EXM market.

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3.2.3 Total consideration and financing of the Offer

The maximum disbursement to be borne by the Offeror in the event that all the Shares Subject to the Offer are tendered to the Offer would be Euro 308,545,340.60 (the "Maximum Disbursement").

The Offeror declares that it has put itself in a position to fully meet its financial commitments to pay the Consideration up to the Maximum Disbursement.

In particular, the Offeror will meet the financial commitments necessary for the payment of the Consideration, up to the Maximum Disbursement, by means of financial indebtedness and in this regard, on April 16, 2024 the Offeror received from Mediobanca - Banca di Credito Finanziario S.p.A. a commitment letter, including the relevant term sheet relating to the aforementioned financing (the "Financing").

The Offeror will obtain and deliver to Consob, no later than the day prior to the publication of the Offer Document, certification of the confirmed establishment of the necessary guarantees, in accordance with Article 37-bis, paragraph 3, of the Issuers' Regulation.

3.3 Conditions for the effectiveness of the Offer

The effectiveness of the Offer is subject to:

1. reaching a threshold of subscriptions to the Offer such as to enable the Offeror, jointly with the Persons Acting in Concert, to hold in aggregate at least 95% of the Issuer's capital, also counting: (i) the Shares held by the Persons Acting in Concert, and (ii) any Shares acquired by the Offeror and/or the Persons Acting in Concert after the date of this Communication outside of the Offer in accordance with applicable laws (the "Threshold Condition");
2. the non-adoption and/or publication, by the second trading day prior to the Payment Date, by competent institutions, entities or authorities, of legislative, administrative (including therein tender offer obligations pursuant to Articles 106 et seq. of the TUF) or judicial decision or measures such as to preclude, limit or make more onerous, in whole or in part, even temporarily, the completion of the Offer (the "Burden Condition");
3. the non-occurrence, by the second trading day prior to the Payment Date, of (i) events or situations, not known as of today to the Offeror and/or the market, which entail significant changes in the political, financial, economic, currency or market situation, national and/or international, that cause or could reasonably cause substantially detrimental effects on the conditions of the assets and/or on the equity, economic and/or financial conditions of SAES Getters and/or the related group - as reflected in SAES Getters' annual and consolidated financial statements as of December 31, 2023 - and/or on the Offer; and/or (ii) events or situations, not known as of today's date to the Offeror and/or the market, concerning SAES Getters and/or the related group that cause or could reasonably be expected to cause materially adverse effects on the condition of the assets and/or on the equity, economic and/or financial condition of SAES Getters and/or the related group - as reflected in SAES Getters' annual and consolidated financial statements as of December 31, 2023 - and/or on the Offer. It is understood that this condition also includes, inter alia, all circumstances listed in
4. 1. and (ii) above that may arise as a result of, or in connection with, the conflict between 9

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Russia and Ukraine, political-military tensions between China and the U.S., conflicts in the Middle East, and additional international tensions (which, although they are known phenomena and in the public domain, may result in consequences that are not currently foreseeable for the condition of SAES Getters' and/or the related group's assets, economic and/or financial condition and/or the OPA) (the "MAC Condition").

(The Threshold Condition, the Burden Condition and the MAC Condition, jointly, the "Conditions of the Offer").

The Offeror has identified the Threshold Condition with the intention of achieving the Delisting of the Issuer with no minority shareholders remaining, through the exercise of the Right to Purchase (as defined below). In the event that the Threshold Condition has not been satisfied, the Offeror reserves the right to waive the Threshold Condition and purchase a smaller amount of Shares.

The Offeror also reserves the right to waive the MAC Condition and/or the Burden Condition, and to modify in whole or in part, at any time and at its sole discretion, within the limits and in the manner provided for in Article 43 of the Issuers' Regulation, the Conditions of the Offer.

In the event that even one of the Conditions of the Offer is not met and the Offeror does not exercise its right to waive it, the Offer will not be completed. In such a scenario, any Shares tendered to the Offer will be returned to their respective holders, no later than the trading day following the date on which the Offeror notifies that the Offer has not been completed. The Shares will be returned to their respective holders, without charge or expense to them, and adherents will not be prejudiced in any way with respect to the voting increment that has accrued or is in the process of accruing.

3.4 Acceptance Period

The acceptance period for the Offer (the "Acceptance Period") will be agreed with Borsa Italiana between a minimum of 15 (fifteen) and a maximum of 40 (forty) trading days pursuant to Article 40, paragraph 2, letter b), of the Issuers' Regulation, unless extended, in which case the Offeror will give notice of it pursuant to applicable laws.

The payment of the Consideration will take place, against the simultaneous transfer of ownership of the Shares tendered and purchased by the Offeror, no later than the fifth trading day (the "Payment Date") following (i) the closing date of the Acceptance Period, subject to any extensions or amendments to the Offer that may occur in accordance with applicable laws, and (ii) any Reopening of the Terms (as defined below).

3.5 Application of Articles 39-bis(Opinion of independent directors) and 40-bis(Reopening of the terms of the Offer) of the Issuers' Regulation

As the Initial Shareholding exceeds the 30% threshold provided for in Article 106, paragraph 1 of the TUF, Articles 39-bis (Opinion of independent directors) and 40-bis (Reopening of the terms of the offer) of the Issuers' Regulation apply to the Offer pursuant to which:

1. prior to the approval of the announcement pursuant to Article 103, paragraph 3, of the TUF and Article 39 of the Issuers' Regulation, by the board of directors of SAES Getters, the independent directors, who are not related parties of the Offeror, shall prepare a reasoned

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