Saes Getters

M&A Activity • Jun 20, 2024

Courtesy translation – for convenience only

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

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

PRESS RELEASE¹

PRESS RELEASE PURSUANT TO ARTICLES 36 AND 43 OF THE REGULATION ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF MAY 14, 1999 AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED (THE "ISSUERS' REGULATIONS")

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EXTENSION OF THE ACCEPTANCE PERIOD TO JUNE 28, 2024

Milan, June 20, 2024

With reference to the total voluntary public tender offer (the "Offer" or the "Tender Offer") pursuant to Articles 102 et seq. of Legislative Decree No. 58/1998 (the "TUF") promoted by S.G.G. Holding S.p.A. (the "Offeror") on the shares of SAES Getters S.p.A. (the "Issuer" or "SAES Getters" or "SAES"), the Offeror makes the following announcement.

Capitalized terms used in this press release, unless otherwise defined, are courtesy translations from the Italian language of the same definitions used in the offer document approved by Consob by resolution No. 23118 of May 21, 2024 (the "Offer Document") published on May 23, 2024 and available on the Issuer's website www.saesgetters.com.

EXTENSION OF THE ACCEPTANCE PERIOD

The Offeror announces, pursuant to Articles 36 and 43 of the Issuers' Regulations, that it has been agreed with Borsa Italiana the extension of the Acceptance Period by 5 (five) additional Trading Days, therefore:

• (i) the Acceptance Period will end at 5.30 pm (Italian time) on June 28, 2024;
• (ii) the Payment Date will take place on July 5, 2024, i.e. the fifth Trading Day following the closing date of the Acceptance Period.

The extension of the Acceptance Period is aimed at ensuring to the holders of Shares, especially among the general public, to benefit from a longer period of time to tender to the Offer, also in light of the increase in the Consideration announced on June 9, 2024.

The timetable below shows the main upcoming events related to the Offer.

¹ 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.

Date	Event	Communication
June 28, 2024, unless extended pursuant to applicable laws	End of the Acceptance Period
By the evening of the last day of the Acceptance Period, and, in any case, no later than 7:29 a.m. of the first Trading Day following the closing date of the Acceptance Period (i.e., by June 28, 2024 or, in any case, no later than 7:29 a.m. of July 1, 2024, unless the Acceptance Period is extended pursuant to applicable laws)	Communication on (i) the provisional results of the Offer; (ii) the fulfilment/non-fulfilment or the waiver of the Threshold Condition; (iii) the occurrence of the requirements for the Reopening of the Terms; (iv) the occurrence of the requirements for the Sell Out Procedure pursuant to Article 108, paragraph 2, of the TUF, or the occurrence of the requirements for the Sell Out Procedure pursuant to Article 108, paragraph 1, of the TUF, and for the Squeeze Out, as well as (v) the modalities and the timing of the Delisting	Announcement pursuant to Article 36 of the Issuers' Regulation
By 7:29 a.m. of the Trading Day prior to the Payment Date of the Shares tendered to the Offer (unless the Acceptance Period is extended pursuant to applicable laws), i.e. by July 4, 2024	Communication on the definitive results of the Offer and the fulfilment/non-fulfilment or the waiver of the Burden Condition, the MAC Condition and confirmation of (i) the fulfilment/non-fulfilment or the waiver of the Threshold Condition; (ii) the occurrence of the requirements for the Reopening of the Terms; (iii) the occurrence of the requirements for the Sell Out Procedure pursuant to Article 108, paragraph 2, of the TUF, or the occurrence of the requirements for the Sell Out Procedure pursuant to Article 108, paragraph 1, of the TUF, and for the Squeeze Out, as well as (v) the modalities and the timing of the Delisting	Announcement pursuant to Article 41, paragraph 6 of the Issuers' Regulations
The fifth Trading Day following the closing date of the Acceptance Period, i.e. July 5, 2024 (unless the Acceptance Period is	Payment of the Consideration for the Shares tendered to the Offer

extended pursuant to applicable laws)
July 8, 2024 (unless the Acceptance Period is extended pursuant to applicable laws)	Start of the potential Reopening of the Terms
July 12, 2024 (unless the Acceptance Period is extended pursuant to applicable laws)	End of the potential Reopening of the Terms
By the evening of the last day of the Reopening of the Terms or, in any case, no later than 7:29 a.m. of the first Trading Day following the closing date of the Reopening of the Terms (i.e., by July 12, 2024 or, in any case, no later than 7:29 a.m. of July 15, 2024, unless the Acceptance Period is extended pursuant to applicable laws)	Communication on (i) the provisional results of the Offer upon the Reopening of the Terms; and (ii) the occurrence of the requirements for the Sell Out Procedure pursuant to Article 108, paragraph 2, of the TUF, or the occurrence of the requirements for the Sell Out Procedure pursuant to Article 108, paragraph 1, of the TUF and for the Squeeze Out, as well as (iii) the modalities and the timing of Delisting	Announcement pursuant to Article 36 of the Issuers' Regulations
By 7:29 a.m. of the Trading Day prior to the Payment Date upon the Reopening of the Terms, i.e. by July 18, 2024, unless the Acceptance Period is extended pursuant to applicable laws	Communication on the definitive results of the Offer upon the Reopening of the Terms and confirmation of (i) the occurrence of the requirements for the Sell Out Procedure pursuant to Article 108, paragraph 2, of the TUF, or the occurrence of the requirements for the Sell Out Procedure pursuant to Article 108, paragraph 1, of the TUF and for the Squeeze Out, as well as (iii) the modalities and the timing of Delisting	Announcement pursuant to Article 41, paragraph 6, of the Issuers' Regulation
The fifth Trading Day following the closing	Payment of the Consideration for the Shares tendered to the Offer during the Reopening of the Terms

date of the period of the Reopening of the Terms, i.e. July 19, 2024 (unless the Acceptance Period is extended pursuant to applicable laws)
As of the occurrence	In the event of the occurrence of the requirement for	Announcement
of legal requirements	the Sell Out Procedure pursuant to Article 108,	pursuant to
	paragraph 2 of the TUF, publication of a press release	Article 50-
	on the relevant information relating to the fulfilment	quinquies of the
	of the Sell Out Procedure pursuant to Article 108,	Issuers'
	paragraph 2, of the TUF, as well as on the modalities	Regulations
	and timing of the Delisting
As of the occurrence	In the event of the occurrence of the requirement for	Announcement
of legal requirements	the Sell Out Procedure pursuant to Article 108,	pursuant to
	paragraph 1 of the TUF, and for the Squeeze Out,	Article 50-
	publication of a press release on the relevant	quinquies of the
	information relating to the Squeeze Out and to the	Issuers'
	fulfilment of the Sell Out Procedure pursuant to	Regulation
	Article 108, paragraph 1, of the TUF, in the context of
	the Joint Procedure, as well as on the modalities and
	timing of the Delisting

Any reference to the Acceptance Period in the Offer Document, in the Tender Forms and in any further press releases or documents related to the Offer shall be understood as a reference to the Acceptance Period as extended herein, and therefore the Tender Forms will not be modified.

Excepted as stated in this press release, all other terms and conditions of the Offer stated in the Offer Document remain unchanged.

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The VTO, whose acceptance period starts only following the publication of the relevant Offer Document, is promoted exclusively in Italy, as the Shares are listed exclusively on the Euronext Milan – Euronext STAR Milan segment, and is addressed, under equal conditions, to all shareholders holding Shares. The VTO has not been and will not be promoted or disseminated, directly or indirectly, in the United States of America, Canada, Japan and Australia, as well as in any other State in which the VTO is not permitted in the absence of authorisation by the competent authorities or other obligations by the Offeror or is in violation of local rules or regulations (the "Other Countries"), or by using means of communication or international trade (including, by way of example, the postal network, fax, telex, e-mail, telephone and internet) of the United States of America, Canada, Japan, Australia or of the Other Countries, or through any structure of any of the financial intermediaries of the United States of America, Canada, Japan, Australia or the Other Countries, or in any other way. A copy of the Offer Document, or portions thereof, as well as a copy of any document relating to the VTO, are not and must not be sent, nor in any way transmitted, or in any case distributed, directly or indirectly, in the United States of America, Canada, Japan, Australia or Other Countries. Anyone who receives the aforementioned documents must not distribute or send them (either by post or by any other means or instrument of communication or international trade) in the United States of America, Canada, Japan, Australia or Other Countries.

Any acceptance of the VTO resulting from solicitation activities carried out in violation of the above limitations will not be accepted.

The Offer Document, as well as any other document relating to the VTO, do not constitute and may not be interpreted as an offer of financial instruments addressed to parties domiciled and/or resident in the United States of America, Canada, Japan, Australia or Other Countries. No instrument may be offered or sold in the United States of America, Canada, Japan, Australia or in the Other Countries without specific authorisation in accordance with the applicable provisions of the local law of those states or of the Other Countries or in derogation from the same provisions.

Participation in the VTO by parties residing in countries other than Italy may be subject to specific obligations or restrictions provided for by legal or regulatory provisions. It is the sole responsibility of the recipients of the VTO to comply with these rules and, therefore, before joining the VTO, to verify their existence and applicability, by contacting their advisors.

Any acceptance of the VTO carried out in violation of the above limitations will not be accepted.