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Saes Getters

Quarterly Report Nov 13, 2023

4297_rns_2023-11-13_e02df813-bddf-4e25-926f-20cf4de8cb98.pdf

Quarterly Report

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The present is the English translation of the Italian official report. For any difference between the two texts, the Italian text shall prevail.

SAES GETTERS S.p.A.

Capital Stock Euro 12,220,000 fully paid-in Address of Principal Executive Offices: Viale Italia, 77 – 20045 Lainate (Milan), Italy Registered with the Milan Court Companies Register no. 00774910152

Additional periodic financial information as at September 30, 2023

HIGHLIGHTS OF THE THIRD QUARTER OF 2023

Address of Principal Executive Offices:
Viale Italia, 77 – 20045 Lainate (Milan), Italy
Registered with the Milan Court Companies Register no. 00774910152
Additional periodic financial information as at September 30, 2023
HIGHLIGHTS OF THE THIRD QUARTER OF 2023
Consolidated revenue was equal to €33 million in the third quarter of 2023, compared to €33.8 million in the
corresponding quarter of 2022. The decrease was exclusively attributable to the negative exchange rate effect
(-4%, equal to -€1.3 million), while revenue organically grew by 1.7% (+€0.6 million). The organic growth was
mainly concentrated in the Industrial Division (strong growth in the SMA Materials business) and, to a lesser
extent, in the High Vacuum Division and it offset the decline in the Packaging Division.
Thousands of euros (except %)
Total Organic Exchange rate
Divions and Businesses 3Q 2023 3Q 2022 difference change effect
(%) (%) (%)
Getters & Dispensers 9,322 10,987 -15.2% -10.2% -5.0%
Sintered Materials 2,594 2,718 -4.6% 3.1% -7.7%
SMA Materials 5,117 3,594 42.4% 49.8% -7.4%
SAES Industrial 17,033 17,299 -1.5% 4.4% -5.9%
High Vacuum Solutions 9,312 9,328 -0.2% 3.1% -3.3%
SAES High Vacuum 9,312 9,328 -0.2% 3.1% -3.3%
Functional Chemicals 5,289 5,183 2.0% 2.0% 0.0%
SAES Chemicals 5,289 5,183 2.0% 2.0% 0.0%
Packaging Solutions 1,393 1,973 -29.4% -29.4% 0.0%
SAES Packaging 1,393 1,973 -29.4% -29.4% 0.0%
Not Allocated 3 10 -70.0% -70.0% 0.0%
-4.0%
Consolidated revenue 33,030 33,793 -2.3% 1.7%
In the Industrial Division, the organic growth (+4.4% or €0.8 million) was concentrated in the SMA Materials
business, driven by the sales of SMA educated wire for mobile applications. The Sintered Materials business
was stable and in the third quarter of 2023 it recorded a boost, with a recovery in the sales of thermal
management products for defense applications. Finally, in the more traditional Getters and Dispensers sector,

In the Industrial Division, the organic growth (+4.4% or €0.8 million) was concentrated in the SMA Materials business, driven by the sales of SMA educated wire for mobile applications. The Sintered Materials business was stable and in the third quarter of 2023 it recorded a boost, with a recovery in the sales of thermal management products for defense applications. Finally, in the more traditional Getters and Dispensers sector, please note the slowdown in the defense sector, caused by an overstock state of some large US customers, as well as lower sales in medical diagnostic applications; these phenomena were combined with the physiological decrease of the more traditional sectors (in particular, lamps).

In the High Vacuum Division, the organic growth was equal to +3.1% (€0.3 million), thanks to good sales both in the particle accelerator sector and in the industrial one.

In the Chemicals Division, in the third quarter sales were in line with those of the corresponding period of 2022, thanks to the readjustment of the market after the slowdown in the first part of the year.

The decrease in the Packaging Division was due to some main factors:

  • contraction in consumption due to the inflation crisis, with negative repercussions on the converting segment and on the entire packaging supply chain;
  • overstock of raw materials in the converting market due to excessive purchases made in 2022 in anticipation of a considerable increase in costs;
  • reduction in the shortage of some plastic materials that are alternatives to the SAES offer;

  • increased competitive pressure on the more traditional products with aluminum oxide barrier technology. However, please note the increase in sales of innovative products related to recyclable plastic mono-material structures, in accordance with the EU Packaging Waste Directive, that, if approved, should favor the success of the coating technology of SAES Coated Films S.p.A.

Quarterly revenue recorded a consistent growth in 2023, increasing from €28.5 million in the first quarter to €33 million, thanks to the recovery of the High Vacuum Division and, above all, of the Chemicals Division.

2022, thanks to the readjustment of the market after the slowdown in the first part of the year.
contraction in consumption due to the inflation crisis, with negative repercussions on the converting
overstock of raw materials in the converting market due to excessive purchases made in 2022 in
reduction in the shortage of some plastic materials that are alternatives to the SAES offer;
increased competitive pressure on the more traditional products with aluminum oxide barrier technology.
However, please note the increase in sales of innovative products related to recyclable plastic mono-material
structures, in accordance with the EU Packaging Waste Directive, that, if approved, should favor the success of
Quarterly revenue recorded a consistent growth in 2023, increasing from €28.5 million in the first quarter to
€33 million, thanks to the recovery of the High Vacuum Division and, above all, of the Chemicals Division.
Thousands of euros
Divions and Businesses 1Q 2023 2Q 2023 3Q 2023
Getters & Dispensers 11,463 11,408 9,322
Sintered Materials 2,278 2,182 2,594
SMA Materials 4,583 4,449 5,117
SAES Industrial 18,324 18,039 17,033
High Vacuum Solutions 6,594 7,265 9,312
SAES High Vacuum 6,594 7,265 9,312
Medical Nitinol 0 0 0
SAES Medical Nitinol 0 0 0
Functional Chemicals 1,923 2,989 5,289
SAES Chemicals 1,923 2,989 5,289
Packaging Solutions 1,608 1,299 1,393
SAES Packaging 1,608 1,299 1,393
Not Allocated
Consolidated revenue
11
28,460
6
29,598
3
33,030

The comparison between the third and second quarters of 2023 highlighted a double-digit organic growth of +11.7% (+€3.5 million in absolute value), against an irrelevant exchange rate effect (-0.1%). This growth was concentrated in the Chemicals Division, which almost doubled thanks to the readjustment of the consumer electronics market, which has almost cleared out the excess stock created at the end of last year.

Also the High Vacuum Division recorded a strong organic growth, favored by important sales of monochromators, as well as by the postponement of some deliveries to the third quarter.

In the Industrial Division, the sharp decrease in the security and defense sector (Getters & Dispensers business), penalized by overstock situations in the USA, was only partially offset by the growth in the SMA Materials sector (telecom business) and in the Sintered Materials one (recovery of sales of thermal management products for defense applications, after a particularly weak first part of the year).

In the Packaging Division, there was a trend reversal (+7.2%), although limited in absolute value (+€0.1 million), thanks to the growth in sales of more innovative recyclable plastic mono-material structures, combined with a weak market recovery.

SAES Group – Additional periodic financial information as at September 30, 2023
Thousands of euros (except %)
Total
Divions and Businesses Organic Exchange rate
3Q 2023 2Q 2023 difference change effect
(%) (%) (%)
Getters & Dispensers 9,322 11,408 -18.3% -18.0% -0.3%
Sintered Materials 2,594 2,182 18.9% 18.9% 0.0%
SMA Materials 5,117 4,449 15.0% 15.0% 0.0%
SAES Industrial 17,033 18,039 -5.6% -5.4% -0.2%
High Vacuum Solutions
SAES High Vacuum
9,312
9,312
7,265
7,265
28.2%
28.2%
28.3%
28.3%
-0.1%
-0.1%
Functional Chemicals 5,289 2,989 76.9% 76.9% 0.0%
SAES Chemicals 5,289 2,989 76.9% 76.9% 0.0%
Packaging Solutions 1,393 1,299 7.2% 7.2% 0.0%
SAES Packaging
Not Allocated
1,393
3
1,299
6
7.2%
-50.0%
7.2%
-50.0%
0.0%
0.0%
2,989
Functional Chemicals 5,289 76.9% 76.9% 0.0%
Packaging Solutions 1,393 1,299 7.2% 7.2% 0.0%
Consolidated gross profit1
the corresponding period of 2022, while the gross profit margin2
were heavily penalized by the decrease in sales in the Packaging Division and by the lower margins in the High
Vacuum Division due to a different offer mix.
was equal to €12.2 million in the third quarter of 2023, compared to €13.4 million in
went from 39.7% to 36.9%: both indicators
Consolidated operating profit was negative and equal to -€2.5 million in the third quarter of 2023, compared
to a negative figure of -€0.9 million in the corresponding period of the previous year: the reduction reflected
the decrease in gross profit. Operating expenses were in line with those in the corresponding period of the
previous year, but please note that in the third quarter of 2022 they included non-recurring costs equal to €1.9
million for a payment to the heirs of a strategic employee of the Parent Company; in the current quarter, non
recurring costs amounted to €0.2 million (€0.1 million for severance costs and €0.1 million of costs related to
governance).
Thousands of euros
SAES Industrial SAES High Vacuum SEAS Chemicals SAES Packaging Not Allocated TOTAL
3Q 2023 3Q 2022 3Q 2023 3Q 2022 3Q 2023 3Q 2022 3Q 2023 3Q 2022 3Q 2023 3Q 2022 3Q 2023 3Q 2022
Revenue 17,033 17,299 9,312 9,328 5,289 5,183 1,393 1,973 3 10 33,030 33,793
Cost of sales
Gross profit
(8,930)
8,103
(8,920)
8,379
(5,411)
3,901
(4,857)
4,471
(4,362)
927
(4,532)
651
(2,107)
(714)
(2,024)
(51)
(34)
(31)
(35)
(25)
(20,844)
12,186
(20,368)
13,425
% on revenue 47.6% 48.4% 41.9% 47.9% 17.5% 12.6% -51.3% -2.6% n.s. n.s. 36.9% 39.7%
Operating costs and other income (expenses)
Operating profit (loss)
(3,569)
4,534
(4,999)
3,380
(2,050)
1,851
(1,967)
2,504
(654)
273
(466)
185
(731)
(1,445)
(906)
(957)
(7,664)
(7,695)
(5,994)
(6,019)
(14,668)
(2,482)
(14,332)
(907)

Consolidated EBITDA3 was equal to €0.1 million (0.2% of consolidated revenue) in the third quarter of 2023, compared to €1.7 million (5% of consolidated revenue) in the third quarter of 2022, reflecting the decrease in the gross profit and in the operating profit. As already previously commented, the reduction was concentrated in the Packaging and High Vacuum Divisions, in addition to the increase in corporate operating expenses (increased labor costs4 , higher costs for compensation of Executive Directors5 , as well as higher consultancy

4 Both for strengthening the workforce and for salary increases related to inflation.

1 Calculated as the difference between revenue and industrial costs directly and indirectly attributable to the products sold.

2 Calculated as the ratio between gross profit and consolidated revenue.

3 EBITDA is not deemed as an accounting measure under IFRS standards; however, we believe that EBITDA is an important parameter for measuring the Group's performance and therefore it is presented as an alternative measurement. Since its calculation is not regulated by applicable accounting standards, the method applied by the Group may not be homogeneous with the ones adopted by other Groups. EBITDA (acronym of Earnings before interests, taxes, depreciation and amortization) is calculated as "Profit before interest, taxes, depreciation and amortization".

5 Higher accrual for the phantom shares plan of the Executive Directors related to the appreciation in the value of SAES shares.

costs for corporate projects and higher marketing expenses of the parent company related to the B!POD® project).

Excluding the non-recurring costs of both quarters (in 2023: €0.1 million for severance costs and €0.1 million of costs related to governance; in 2022: €1.9 million for a payment to the heirs of a strategic employee of the Parent Company), the reduction in EBITDA would have been equal to €3.3 million.

SAES Group – Additional periodic financial information as at September 30, 2023
costs for corporate projects and higher marketing expenses of the parent company related to the B!POD®
Excluding the non-recurring costs of both quarters (in 2023: €0.1 million for severance costs and €0.1 million of
costs related to governance; in 2022: €1.9 million for a payment to the heirs of a strategic employee of the
Thousands of euro
3Q 2023 3Q 2022
Operating profit (*) (2,482) (907)
Depreciation of property, plant and equipment and
amortization of intangible assets (2,279) (2,202)
Depreciation of right-of-use assets (271) (314)
Impairment losses of property, plant and equipment and 1 (95)
intangible assets
EBITDA
% on revenue
67
(*)
0.2%
1,704
5.0%

Result from continuing activities was negative and equal to -€2.4 million in the third quarter of 2023 compared to -€4.1 million in the third quarter of 2022: despite a decreasing operating profit, the result from continuing operations clearly improved (+41.4%) thanks to the better performance of financial management, penalized by the sharp decrease in the fair value of securities in the portfolio in the third quarter of 2022.

Result from operating activities held for sale amounted to -€10.5 million in the third quarter of 2023 (+€7.9 million in the third quarter of 2022) and included the result of the medical business subject to future disposal (+€9.3 million, compared to +€7.9 million in the third quarter of 2022), as well as the ancillary charges related to the extraordinary transaction (-€19.8 million, including consultancy costs of -€6.5 million and the difference in the fair value of the contingent derivative signed to back up the sale, equal to -€13.2 million).

Consolidated result was negative and equal to -€12.9 million in the third quarter of 2023, compared to a positive figure of +€3.8 million in the corresponding period of 2022: the decrease was exclusively attributable to the aforementioned charges (equal to a total of -€19.8 million) related to the sale transaction, net of which the profit would have been positive and equal to approximately +€6.9 million.

The consolidated net financial position was negative and equal to -€20.8 million as at September 30, 2023. This amount didn't include the net financial assets (equal to +€20.5 million) related to the two US companies subject to future sale occurred on October 2, 2023, which were reclassified among assets (liabilities) held for sale. Gross of this amount, the net financial position would have been equal to -€0.3 million, down compared to +€50.9 million as at June 30, 2023. The decrease, equal to -€51.1 million, was mainly attributable to the disbursement occurred in the quarter, including ancillary charges, for the partial purchase and subsequent mandatory conversion of savings shares (-€42.9 million), as well as to the change in the fair value of derivatives (in particular, the negative change in the contingent contract signed for the sale of the medical business, equal to -€13.2 million). Furthermore, in the quarter please note monetary charges related to the sale of the Nitinol business of -€6.5 million and a capex of -€2.4 million. Operating management generated cash flows of +€13.4 million.

We are extremely satisfied with the successful sale of the Nitinol business and the associated enormous value creation. The extremely solid financial position, thus generated, will allow the Group to start and sustain a new cycle of both organic and inorganic growth over the next few years. We are also satisfied with the improvement in consolidated results, although negatively affected, on the one hand, by lower sales in the first part of the year and, on the other, by the increase in some operating costs, necessary to ensure future growth, supported by research and development activities. In the coming quarters we expect sales growth to

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of profit or loss

SAES Group – Additional periodic financial information as at September 30, 2023
consolidate further, as well as results, which will benefit also from the effects of the very strong financial
position.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of profit or loss
Thousands of euros
3Q 2023 3Q 2022
Revenue 33,030 33,793
Cost of sales (20,844) (20,368)
Gross profit
Research & development expenses
12,186
(2,803)
13,425
(2,543)
Selling expenses (4,270) (5,232)
General & administrative expenses (7,471) (6,483)
Impairment losses on trade receivables 4 69
Total operating costs (14,540) (14,189)
Other income 22 37
Other expenses (150) (180)
Operating profit (loss) (2,482) (907)
Financial income 1,821 581
Financial expense (816) (3,741)
Impairment losses on loan assets and other financial assets (613) (158)
Share of profit (loss) of equity-accounted investees
Exchange gains
(200)
381
0
465
Exchange losses (625) (617)
Pre-tax profit (loss) (2,534) (4,377)
Income taxes 137 291
Profit (loss) from continuing operations (2,397) (4,086)
Profit from discontinued operations (10,487) 7,893
Profit (loss) for the period (12,884) 3,807
attributable to:
- the owners of the parent (12,884) 3,807
- non-controlling interests 0 0
Consolidated Statement of comprehensive income
Thousands of euros
3Q 2023 3Q 2022
Profit (loss) from continuing operations (2,397) (4,086)
Exchange differences from translation of financial statements in foreign currencies 990 1,406
Total other comprehensive income which are or may be subsequently reclassified to profit or loss 990 1,406
Net fair value losses on investments in other companies (19) 0
Income taxes 0 0
Total other comprehensive income (expense) that will not be subsequently reclassified to profit or loss (19) 0
Other comprehensive income, net of taxes - continuing operations 971 1,406

Consolidated Statement of comprehensive income

Financial expense (816) (3,741)
Impairment losses on loan assets and other financial assets (613) (158)
Share of profit (loss) of equity-accounted investees (200) 0
Exchange gains 381 465
Exchange losses (625) (617)
Income taxes 137 291
Profit from discontinued operations (10,487) 7,893
attributable to:
- the owners of the parent (12,884) 3,807
Consolidated Statement of comprehensive income
Thousands of euros
Profit (loss) from continuing operations (2,397) (4,086)
Exchange differences from translation of financial statements in foreign currencies 990 1,406
Total other comprehensive income which are or may be subsequently reclassified to profit or loss 990 1,406
Net fair value losses on investments in other companies (19) 0
Income taxes 0 0
Total other comprehensive income (expense) that will not be subsequently reclassified to profit or loss (19) 0
Other comprehensive income, net of taxes - continuing operations 971 1,406
Profit (loss) of the period and other comprehensive income (expense) - continuing operations (1,426) (2,680)
Profit (loss) from discontinued operations (10,487) 7,893
Exchange differences from translation of financial statements in foreign currencies 3,299 7,979
Total other comprehensive income which are o may be subsequently reclassified to profit or loss 3,299 7,979
Other comprehensive income, net of taxes - discontinued operations 3,299 7,979
Profit (loss) of the period and other comprehensive income (expense) - discontinued operations (7,188) 15,872
Total profit (loss) of the period and other comprehensive income (expense) (8,614) 13,192
attributable to:
- the owners of the parent (8,614) 13,192
0 0

Consolidated Statement of Financial Position

Thousands of euros
-------------------- --
SAES Group – Additional periodic financial information as at September 30, 2023
September 30, December 31,
2023 2022
52,709 92,697
12,305 14,187
13,564 52,929
2,574 5,481
10,094 10,954
174,902 274,995
147,379 0
413,527 451,243
199,837 264,053
0
0
199,837 264,053
19,539 25,866
175,713 161,324
18,438 0
413,527 451,243

Consolidated statement of cash flows

SAES Group – Additional periodic financial information as at September 30, 2023
Consolidated statement of cash flows
Thousands of euros
3Q 2023 3Q 2022
Profit for continuing operations (2,397) (4,086)
Profit from discontinued operations (10,487) 7,893
Income taxes 3,155 2,389
Depreciation of right-of-use assets 557 674
(Reversal of impairment losses) impairment losses on right-of-use assets 0 0
Depreciation of property, plant and equipment 2,348 2,641
(Reversal of impairment losses) impairment losses on property, plant and equipment 0 106
Amortisation of intangible assets 553 681
(Reversal of impairment losses) impairment losses on intangible assets 0 0
Gains (losses) on the disposal of property, plant and equipment and intangible assets 0 0
Accessory costs for the divestiture of the Nitinol business 6,540 0
Net financial (income) expense (136) 3,418
Impairment losses on trade receivables 68 (69)
Other non-monetary expense (income) 13,409 (26)
Other non-monetary change in post-employment and other benefits 870 1,584
Accrual (utilization) of provisions for risks and charges (9) (9)
14,471 15,196
Change in operating assets and liabilities 2,629 (4,007)
Payments of post-employment and other benefits (277) (1,973)
Taxes paid (3,391) (3,613)
Cash flows generated by operating activities 13,432 5,603
Acquisition of property, plant and equipment (2,354) (4,004)
Acquisition of intangible assets (26) (190)
Proceeds from the disposal of property, plant and equipment and intangible assets 7 43
Purchase of securities 0 (1,113)
Disinvestments of securities 3,693 898
Income from securities, net of management fees 126 364
Consideration paid for the purchase of subsidiaries, net of net cash and cash equivalent acquired 0 0
Nitinol business divestiture - monetary costs (6,540) 0
Investments in joint ventures (200) 0
Investments in other companies (319) (47)
Other financial assets (956) 0
Financial liabilities repaid to (granted by) related parties (227) 0
Financial liabilities repaid to (granted by) third parties (200) (150)
Interest income on financial assets with related parties 0 0
Interest and other financial income received 1,076 (51)
Cash flows generated by (used in) investing activities (5,920) (4,250)
Proceeds from non-current financial liabilities, current portion included 0 0
Repayment of non-current financial liabilities 0 (27)
Interest paid on non-current financial liabilities (28) (29)
Proceeds from current financial liabilities 86,000 147,181
Repayment of current financial liabilities (82,408) (136,958)
Interests paid on current financial liabilities (605) (128)
Interest and other financial expense paid (117) (272)
Dividends paid 0 0
Other costs paid 0 2
Repayment of lease liabilities (621) (704)
Interests paid on leases (66) (51)
Purchase of treasury shares and ancillary costs (42,926) 0
Cash flows provided by (used in) financing activities (40,771) 9,014
Increase (decrease) in cash and cash equivalents (33,259) 10,367
Opening cash and cash equivalents 86,274 34,399
1,116 2,376
Effect of exchange rate changes on cash flows
Closing cash and cash equivalents
54,131 47,142

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Accounting Principles, Methods and Structure of the Group

This document has been prepared in accordance with article 2.2.3, paragraph 3, of the Regulation of the Markets organized and managed by Borsa Italiana S.p.A. Concerning the content, please make reference to the pre-existing article 154-ter, paragraph 5, of "Financial Consolidation Act", also in the light of what clarified by ESMA in the Q&A on the Directive 2004/109/CE.

The additional periodic information is consistent with the accounting principles that govern the preparation of the annual and consolidated financial statements, insofar as they are applicable. Evaluation procedures adopted in the additional periodic financial information are substantially similar to those usually applied to prepare the annual and consolidated financial statements.

During the third quarter of 2023 there were no changes in the scope of consolidation.

Relevant events occurred in the third quarter of 2023

With regard to the investment finalized in the venture capital fund EUREKA!, on July 7, 2023 a payment of €79 thousand was made, including both the share of the fund's costs and the share for the continuation of the investment in the companies Phononic Vibes S.r.l.6 and INTA System S.r.l.7 already in the portfolio.

On August 2, 2023, a further payment of €0.2 million was made, to cover the investment in BeDimensional S.p.A.8 as well as two additional Proof of Concepts (POC), respectively in collaboration with the National Research Council and the University of Bologna.

Finally, on September 18, 2023, a third payment of €0.1 million was made to continue the investment in the companies Endostart S.r.l., that reached the milestone agreed with the investors, and INTA Systems S.r.l., that will thus be able to start the industrialization of its lab-on-chip, as well as to cover the fund's operating costs.

On July 13, 2023, the Board of Directors of SAES Getters S.p.A. approved a capital increase of €0.2 million in favor of the joint venture Actuator Solutions GmbH. A contribution of the same amount was subscribed also by the German partner. The aim of the capital increase is to ensure a financial buffer to enable its business continuity.

Please note that on July 26, 2023, following the achievement of the application milestones envisaged in the contract, SAES Getters S.p.A. paid the third tranche, equal to \$0.3 million, of the additional convertible loan to Flexterra, approved on December 7, 2022.

On July 31, 2023, the partial voluntary tender offer (VTO) 9 for 1,364,721 SAES Getters savings shares was successfully completed. At the closing, a total of 4,807,155 savings shares were tendered to the VTO, representing approximately 352.245% of the savings shares subject to the offer, 65.150% of the savings shares and 21.801% of the share capital of SAES Getters. Since the number of savings shares tendered was higher than the number of savings shares under the offer, an allocation coefficient of 28.389% was applied. The consideration due to the holders of savings shares tendered to the VTO and purchased by SAES Getters, amounting to €29.31 per savings share, was paid on August 4, 2023, for a total amount of around €40 million, against the simultaneous transfer of ownership of these savings shares to the Company and their subsequent automatic cancellation.

6 A deep-tech company established in 2018 as a spin-off of the Politecnico of Milan, Phononic Vibes S.r.l. designs and manufactures innovative solutions in the field of acoustic and vibroacoustic metamaterial technologies for the attenuation of noise and vibrations and for the improvement of sound quality.

7 INTA Systems S.r.l. is the first spin-off of the National Research Council Nanoscience Institute of Pisa and of the Scuola Normale Superiore of Pisa. INTA develops and manufactures ultra-sensitive and portable lab-on-chip for rapid analysis of fluids, with biomedical, safety, industry 4.0 and food-analysis applications.

8 BeDimensional S.p.A. is a spin-off of the Italian Institute of Technology, active in the production of 2D crystals with few atomic layers which, through its own patented production process, can produce a wide range of two-dimensional materials, including, in particular, graphene.

9 Please note that the Offer Document was approved by Consob on July 6, 2023.

The VTO was accompanied by the mandatory conversion into ordinary shares of the 6,013,898 savings shares not purchased by the Company, that automatically took place on August 4, 2023 on the basis of the ratio of 1 ordinary share for every 1 savings share of the Company. On the same date, the savings shares were cancelled and delisted. A total of 6,013,898 ordinary shares of the Company, corresponding to all the 3,900,000 treasury shares and 2,113,898 newly issued ordinary shares, were used to service the compulsory conversion, without an increase in the share capital.

On August 28, 2023, the n.1 savings share that SAES Getters S.p.A. purchased from the only shareholder who exercised his right of withdrawal, subsequently converted into an ordinary share, was sold at a price of €28.15.

The Company's share capital now consists of 16,785,248 ordinary shares, for a total number of exercisable voting rights equal to 21,803,734 (considering the 5,018,486 ordinary shares that obtained the increase of the relative voting right pursuant to Article 11 of the Articles of Association). Please note that the implied accounting par value of the shares is now equal to about €0.72802 per share.

On September 12, 2023, SAES Getters S.p.A. received the favorable opinion by the Federal Trade Commission (FTC) regarding the transaction for the sale of the Nitinol business for medical applications to the US company Resonetics, LLC. Obtaining this approval was considered a decisive factor for the application of IFRS 5 and, therefore, the Nitinol business was considered a "disposal group held for sale" as at September 30, 2023.

In order to manage the economic impact generated by the fluctuations in the exchange rates, primarily EUR/USD, the Group enters into hedges on current and future receivables related to the sales transactions denominated in currencies other than the euro of the Parent Company.

***

Restatement of 2022 accounting balances

EUR/USD, the Group enters into hedges on current and future receivables related to the sales transactions
denominated in currencies other than the euro of the Parent Company.
Particularly, as at September 30, 2023 the Group holds forward contracts on the US dollar which have a total
notional value of USD 3 million. Their average forward exchange rate is USD 1.0634 against the euro and all
these contracts will extend throughout the remaining part of the fiscal year 2023. The fair value of these
contracts is negative for -€4 thousand.
As of 30 September 2023, the Group also has a contingent derivative in place with a notional value of USD 415
million stipulated to hedge part of the proceeds in dollars on the future sale of the Nitinol business. The fair
value of this contract is negative and equal to -€15.1 million.
Restatement of 2022 accounting balances
The balances as at September 30, 2022, presented for comparative purposes, have been restated to reflect the
adjustments deriving from the completion of the provisional valuation of the business combination10 of SAES
RIAL Vacuum S.r.l., in compliance with the provisions of IFRS 3.
Furthermore, please note that, again to allow a homogeneous comparison, the economic balances as at
September 30, 2022 have been reclassified to show the Nitinol business as a "disposal group held for sale",
following the authorization obtained by the FTC on September 12, 2023, considered a decisive element for the
purposes of applying IFRS 5.
Thousands of euros
SAES Industrial
SAES High Vacuum
Restatement for SAES RIAL Vacuum S.r.l.
SAES Medical Nitinol
SEAS Chemicals
SAES Packaging
Non Allocato
Totale
Restatement for SAES RIAL Vacuum S.r.l.
Reclassification Nitinol business as "held for sale"
3Q 2022
3Q 2022 restated
3Q 2022
3Q 2022 restated
3Q 2022
business combination
Reclassification Nitinol business as "held for sale"
3Q 2022 restated
3Q 2022
3Q 2022
3Q 2022
Reclassification Nitinol business as "held for sale"
3Q 2022
3Q 2022 restated
business combination
Revenue
17,692
(393)
17,299
9,328
0
9,328
32,918
Cost of sales
(9,363)
443
(8,920)
(4,789)
(68)
(4,857)
(17,735)
Gross profit
8,329
50
8,379
4,539
(68)
4,471
15,183
(32,918)
0
5,183
1,973
10
17,735
0
(4,532)
(2,024)
(35)
(15,183)
0
651
(51)
(25)
67,104
(33,311)
0
(38,478)
18,178
(68)
28,626
(15,133)
(68)
33,793
(20,368)
13,425
% of revenue
47.1%
-12.7%
48.4%
48.7%
n.a.
47.9%
46.1%
Operating expenses and other income (expenses)
(5,092)
93
(4,999)
(1,847)
(120)
(1,967)
(4,248)
46.1%
n.a.
12.6%
-2.6%
n.s.
4,248
0
(466)
(906)
(5,994)
42.7%
45.4%
n.a.
(18,553)
4,341
(120)
39.7%
(14,332)
Operating profit (loss)
3,237
143
3,380
2,692
(188)
2,504
10,935
% of revenue
18.3%
-36.4%
19.5%
28.9%
n.a.
26.8%
33.2%
Financial income
(10,935)
0
185
(957)
(6,019)
33.2%
n.a.
3.6%
-48.5%
n.s.
10,073
(10,792)
(188)
15.0%
32.4%
n.a.
523
58
0
(907)
-2.7%
581
Financial expense
Impairment losses of loan assets and other financial assets
Share of profit (loss) of equity-accounted investees
(3,783)
42
(158)
0
0
0
(3,741)
(158)
0
Exchange gains (losses)
Pre-tax profit (loss)
(271)
119
6,384
(10,573)
(188)
(152)
(4,377)
Income taxes (2,441)
2,680
52
291
Profit (loss) from continuing operations 3,943
(7,893)
(136)
(4,086)
Profit (loss) from discontinued operations
Profit (loss) for the period
0
7,893
3,943
0
(136)
7,893
3,807
10 Business combination completed on May 25, 2022.
9
SAES Group – Additional periodic financial information as at September 30, 2023
Thousands of euros
SAES Industrial
Reclassification Nitinol business as "held for sale"
9M 2022
9M 2022 restated
SAES High Vacuum
SAES Medical Nitinol
SEAS Chemicals
SAES Packaging
Non Allocato
Restatement for SAES RIAL Vacuum S.r.l.
Reclassification Nitinol business as "held for sale"
9M 2022
9M 2022 restated
9M 2022
9M 2022 restated
9M 2022
9M 2022
9M 2022
Totale
Restatement for SAES RIAL Vacuum S.r.l.
Reclassification Nitinol business as "held for sale"
9M 2022
9M 2022 restated
Revenue
53,372
(1,317)
52,055
Cost of sales
(26,811)
670
(26,141)
Gross profit
26,561
(647)
25,914
% of revenue
49.8%
49.1%
49.8%
business combination
22,537
22,537
89,440
(89,440)
0
12,630
9,339
18
(11,734)
(91)
(11,825)
(48,552)
48,552
0
(10,156)
(8,064)
(135)
10,803
(91)
10,712
40,888
(40,888)
0
2,474
1,275
(117)
47.9%
n.a.
47.5%
45.7%
45.7%
n.a.
19.6%
13.7%
n.s.
business combination
187,336
(90,757)
0
96,579
(105,452)
49,222
(91)
(56,321)
81,884
(41,535)
(91)
40,258
43.7%
45.8%
n.a.
41.7%
Operating expenses and other income (expenses)
(12,263)
243
(12,020)
Operating profit (loss)
14,298
(404)
13,894
% of revenue
26.8%
30.7%
26.7%
Financial income
Financial expense
Impairment losses of loan assets and other financial assets
Share of profit (loss) of equity-accounted investees
(5,188)
(159)
(5,347)
(8,985)
8,985
0
(1,436)
(2,641)
(20,990)
5,615
(250)
5,365
31,903
(31,903)
0
1,038
(1,366)
(21,107)
24.9%
n.a.
23.8%
35.7%
35.7%
n.a.
8.2%
-14.6%
n.s.
(51,503)
9,228
(159)
(42,434)
30,381
(32,307)
(250)
(2,176)
16.2%
35.6%
n.a.
-2.3%
1,641
259
339
2,239
(18,193)
(99)
(18,292)
(433)
0
(433)
167
0
167
Exchange gains (losses)
Pre-tax profit (loss)
(778)
191
(587)
12,785
(31,956)
89
(19,082)
Income taxes
Profit (loss) from continuing operations
(9,191)
8,792
69
(330)
3,594
(23,164)
158
(19,412)
Profit (loss) from discontinued operations 0
23,164
23,164
Profit (loss) for the period 3,594
0
158
3,752
Net Sales by Business and by Geographic Location of Customers
SAES Industrial Division
Getters & Dispensers Non-evaporable getters and traditional dispensers, based on metal alloys, with

Net Sales by Business and by Geographic Location of Customers

SAES Industrial Division
Getters & Dispensers Non-evaporable getters and traditional dispensers, based on metal alloys, with
various industrial applications (consumer electronics, security and defense,
medical imaging diagnostics, vacuum thermal insulation and traditional discharge
lamps, etc.), as well as dispensable getters based on functionalized polymers
(OLED applications for the consumer electronics, optoelectronics, advanced
photonics and telecommunications markets)
Sintered Materials solid-state components and lasers Dispensable cathodes for electronic tubes and devices for thermal dissipation in
SMA Materials Shape memory alloys and super elastic materials and components for the
industrial sector (domotics, white goods industry, consumer electronics, non
implantable medical business, automotive and luxury sector)
SAES High Vacuum Division
High Vacuum Solutions Getter pumps for vacuum systems that find application in the industrial sector, in
research and in particle accelerators
SAES Chemicals Division
Functional Chemicals Functional acoustic composites for consumer electronics applications and new
functional materials being validated by prospects
SAES Packaging Division
Packaging Solutions Lacquers and advanced plastic films for the sustainable packaging sector
Thousands of euros (except %)
Divions and Businesses 3Q 2023 3Q 2022 Total
difference
(%)
Organic
change
(%)
Exchange rate
effect
(%)
Getters & Dispensers 9,322 10,987 -15.2% -10.2% -5.0%
Sintered Materials 2,594 2,718 -4.6% 3.1% -7.7%
SMA Materials 5,117 3,594 42.4% 49.8% -7.4%
SAES Industrial 17,033 17,299 -1.5% 4.4% -5.9%
High Vacuum Solutions 9,312 9,328 -0.2% 3.1% -3.3%
SAES High Vacuum 9,312 9,328 -0.2% 3.1% -3.3%
Functional Chemicals 5,289 5,183 2.0% 2.0% 0.0%
SAES Chemicals 5,289 5,183 2.0% 2.0% 0.0%
Packaging Solutions 1,393 1,973 -29.4% -29.4% 0.0%

Thousands of euros (except %)

implantable medical business, automotive and luxury sector) industrial sector (domotics, white goods industry, consumer electronics, non
SAES High Vacuum Division
High Vacuum Solutions research and in particle accelerators Getter pumps for vacuum systems that find application in the industrial sector, in
SAES Chemicals Division
Functional Chemicals functional materials being validated by prospects Functional acoustic composites for consumer electronics applications and new
SAES Packaging Division
Packaging Solutions Lacquers and advanced plastic films for the sustainable packaging sector
Thousands of euros (except %)
Total
difference
Organic
change
(%)
Exchange rate
effect
(%) (%)
Getters & Dispensers 9,322 10,987 -15.2% -10.2% -5.0%
Sintered Materials 2,594 2,718 -4.6% 3.1% -7.7%
SMA Materials 5,117 3,594 42.4% 49.8% -7.4%
SAES Industrial 17,033 17,299 -1.5% 4.4% -5.9%
High Vacuum Solutions 9,312 9,328 -0.2% 3.1% -3.3%
SAES High Vacuum 9,312 9,328 -0.2% 3.1% -3.3%
Functional Chemicals 5,289 5,183 2.0% 2.0% 0.0%
SAES Chemicals 5,289 5,183 2.0% 2.0% 0.0%
Packaging Solutions 1,393 1,973 -29.4% -29.4% 0.0%
SAES Packaging 1,393 1,973 -29.4% -29.4% 0.0%
Not Allocated 3 10 -70.0% -70.0% 0.0%
Consolidated revenue 33,030 33,793 -2.3% 1.7% -4.0%
SAES Group – Additional periodic financial information as at September 30, 2023
Consolidated revenue by Geographic Location of Customer
Thousands of euros
Geographic Area 3Q 2023 3Q 2022
Italy 1,034 1,032
European countries 9,533 10,326
North America 9,503 9,553
Japan 1,148 1,610
South Korea 861 366
China 9,472 9,127
Rest of Asia
Rest of the World
1,174
305
1,468
311

Thousands of euros Consolidated revenue by Geographic Location of Customer

Consolidated revenue was equal to €33 million in the third quarter of 2023, compared to €33.8 million in the corresponding quarter of 2022. The decrease was exclusively attributable to the negative exchange rate effect (-4%, equal to -€1.3 million), while revenue organically grew by 1.7% (+€0.6 million). The organic growth was mainly concentrated in the Industrial Division (strong growth in the SMA Materials business) and, to a lesser extent, in the High Vacuum Division and it offset the decline in the Packaging Division.

In the Industrial Division, the organic growth (+4.4% or €0.8 million) was concentrated in the SMA Materials business, driven by the sales of SMA educated wire for mobile applications. The Sintered Materials business was stable and in the third quarter of 2023 it recorded a boost, with a recovery in the sales of thermal management products for defense applications. Finally, in the more traditional Getters and Dispensers sector, please note the slowdown in the defense sector, caused by an overstock state of some large US customers, as well as lower sales in medical diagnostic applications; these phenomena were combined with the physiological decrease of the more traditional sectors (in particular, lamps).

  • contraction in consumption due to the inflation crisis, with negative repercussions on the converting segment and on the entire packaging supply chain;
  • overstock of raw materials in the converting market due to excessive purchases made in 2022 in anticipation of a considerable increase in costs;
  • reduction in the shortage of some plastic materials that are alternatives to the SAES offer;
please note the slowdown in the defense sector, caused by an overstock state of some large US customers, as
well as lower sales in medical diagnostic applications; these phenomena were combined with the physiological
decrease of the more traditional sectors (in particular, lamps).
In the High Vacuum Division, the organic growth was equal to +3.1% (€0.3 million), thanks to good sales both
in the particle accelerator sector and in the industrial one.
In the Chemicals Division, in the third quarter sales were in line with those of the corresponding period of
2022, thanks to the readjustment of the market after the slowdown in the first part of the year.
The decrease in the Packaging Division was due to some main factors:
-
contraction in consumption due to the inflation crisis, with negative repercussions on the converting
segment and on the entire packaging supply chain;
-
overstock of raw materials in the converting market due to excessive purchases made in 2022 in
anticipation of a considerable increase in costs;
-
reduction in the shortage of some plastic materials that are alternatives to the SAES offer;
-
increased competitive pressure on the more traditional products with aluminum oxide barrier technology.
However, please note the increase in sales of innovative products related to recyclable plastic mono-material
structures, in accordance with the EU Packaging Waste Directive, that, if approved, should favor the success of
the coating technology of SAES Coated Films S.p.A.
Information by operating segment
Thousands of euros
SAES Industrial SAES High Vacuum SEAS Chemicals SAES Packaging Not Allocated TOTAL
3Q 2023 3Q 2022 3Q 2023 3Q 2022 3Q 2023 3Q 2022 3Q 2023 3Q 2022 3Q 2023 3Q 2022 3Q 2023 3Q 2022
Revenue
Cost of sales
17,033
(8,930)
17,299
(8,920)
9,312
(5,411)
9,328
(4,857)
5,289
(4,362)
5,183
(4,532)
1,393
(2,107)
1,973
(2,024)
3
(34)
10
(35)
33,030
(20,844)
33,793
(20,368)
Gross profit 8,103 8,379 3,901 4,471 927 651 (714) (51) (31) (25) 12,186 13,425
% on revenue 47.6% 48.4% 41.9% 47.9% 17.5% 12.6% -51.3% -2.6% n.s. n.s. 36.9% 39.7%
Operating costs and other income (expenses) (3,569) (4,999) (2,050) (1,967) (654) (466) (731) (906) (7,664) (5,994) (14,668) (14,332)
Operating profit (loss)
% on revenue
4,534
26.6%
3,380
19.5%
1,851
19.9%
2,504
26.8%
273
5.2%
185
3.6%
(1,445)
-103.7%
(957)
-48.5%
(7,695)
n.s.
(6,019)
n.s.
(2,482)
-7.5%
(907)
-2.7%
11

Information by operating segment

SAES Industrial Division

Consolidated revenue of the Industrial Division amounted to €17 million in the third quarter of 2023,
compared to €17.3 million in the corresponding quarter of 2022. The decrease (-1.5%) was fully
attributable to the exchange rate effect, net of which revenue increased by +4.4% (€0.8 million).
The organic increase was concentrated in the SMA Materials sector, which recorded a double-digit
growth also in the third quarter (+49.8%, equal to €1.8 million) thanks to the mobile sector.
To a lesser extent, also the Sintered Materials business organically grew (+3.1% or €0.1 million),
thanks to the recovery in sales of components for thermal dissipation in the defense sector, which
had slowed down in the first part of the year.
On the other hand, the Getters and Dispensers sector achieved an organic decrease of 10.2% (-€1.1
million): the decline was generalized in all strategic sectors, especially in the security & defense
sector, penalized by an overstock state of some large US customers, and in the medical diagnostics
sector.
Thousands of euros (except %)
Divions and Businesses
3Q 2023 3Q 2022 Total
difference
(%)
Organic
change
(%)
Exchange rate
effect
(%)
Getters & Dispensers 9,322 10,987 -15.2% -10.2% -5.0%
Sintered Materials
SMA Materials
2,594
5,117
2,718
3,594
-4.6%
42.4%
3.1%
49.8%
-7.7%
-7.4%

Gross profit of the Industrial Division amounted to €8.1 million, compared to €8.4 million in the third quarter of 2022: the slight decrease was the result of the contraction in sales in the Getters and Dispensers sector (especially in the defense sector) and, to a lesser extent, in the Sintered Materials business, balanced by the strong growth of the SMA Materials sector. The gross profit margin was essentially in line with the one in the corresponding period of the previous year (from 48.4% to 47.6%).

SAES High Vacuum Division

Dispensers sector (especially in the defense sector) and, to a lesser extent, in the Sintered Materials
business, balanced by the strong growth of the SMA Materials sector. The gross profit margin was
essentially in line with the one in the corresponding period of the previous year (from 48.4% to
47.6%).
Operating profit of the Industrial Division amounted to €4.5 million (26.6% of revenue), up by 34.1%
compared to €3.4 million (19.5% of revenue) in the third quarter of 2022. However, please note that
the 2022 figure included non-recurring costs equal to €1.9 million for the payment to the heirs of a
manager of the Parent Company; in the third quarter of 2023 the non-recurring charges for
severance amounted to €0.1 million.
Consolidated revenue of the High Vacuum Division amounted to €9.3 million, unchanged compared
to the corresponding quarter of 2022. However, excluding the negative exchange rate effect equal to
-3.3%, the organic growth was equal to+3.1% (+€0.3 million) thanks to the good performance of both
the particle accelerator segment and the industrial one.
Thousands of euros (except %)
3Q 2023 3Q 2022 Total
difference
Organic
change
(%)
Exchange rate
effect
(%)
Divions and Businesses (%)
High Vacuum Solutions 9,312 9,328 -0.2% 3.1% -3.3%

SAES Chemicals Division

Thousands of euros (except %)
------------------------------- --
compared to €4.5 million recorded in the corresponding period of the previous year: at constant
sales, the different product mix generated a decrease in the gross profit margin, that went from
47.9% to 41.9%, and a consequent decrease in the gross profit.
Gross profit of the High Vacuum Division was equal to €3.9 million in the third quarter of 2023,
Operating profit of the High Vacuum Division was equal to €1.9 million (19.9% of revenue),
compared to €2.5 million (26.8% of revenue) in the third quarter of 2022: the decrease in operating
profit was in line with the decrease in gross profit and attributable to the decrease in gross margins,
with operating expenses substantially unchanged.
Consolidated revenue of the Chemicals Division amounted to €5.3 million in the third quarter of
2023, slightly up (+2%) compared to €5.2 million in the corresponding period of 2022, thanks to the
readjustment of the market after the slowdown in the first part of the year, also caused by an excess
of inventories now cleared out. There wasn't any exchange rate effect, as sales were denominated
exclusively in euro.
Thousands of euros (except %)
Divions and Businesses 3Q 2023 3Q 2022 Total
difference
(%)
Organic
change
(%)
Exchange rate
effect
(%)
Functional Chemicals 5,289 5,183 2.0% 2.0% 0.0%

Operating profit of the Chemicals Division was equal to €0.3 million (5.2% of revenue), compared to €0.2 million (3.6% of revenue) in the third quarter of 2022: the slight increase in the gross profit was absorbed by the increase in operating expenses, in particular higher selling expenses (above all, higher transportation costs).

SAES Packaging Division

Consolidated revenue of the Packaging Division amounted to €1.4 million, compared to €2 million in the corresponding period of 2022. Sales were exclusively denominated in euro.

The decrease was essentially due to the following factors:

  • contraction in consumption due to the inflation crisis, with negative repercussions on the converting segment and on the entire packaging supply chain;

  • overstock of raw materials in the converting market due to excessive purchases made in 2022 in anticipation of a considerable increase in costs;

  • reduction in the shortage of some plastic materials that are alternatives to the SAES offer;

  • increased competitive pressure on the more traditional products with aluminum oxide barrier technology.

However, please note the increase in sales of innovative products related to recyclable plastic monomaterial structures, in accordance with the EU Packaging Waste Directive, that, if approved, should favor the success of the coating technology of SAES Coated Films S.p.A.

SAES Group – Additional periodic financial information as at September 30, 2023
Thousands of euros (except %)
Divions and Businesses 3Q 2023 3Q 2022 Total
difference
Organic
change
Exchange rate
effect
Packaging Solutions 1,393 1,973 (%)
-29.4%
(%)
-29.4%
(%)
0.0%

Not Allocated

Packaging Solutions
1,393 1,973 -29.4% -29.4% 0.0%
Gross profit of the Packaging Division was negative and equal to -€0.7 million (-€0.1 million in the
third quarter of 2022), penalized by the aforementioned reduction in sales, against irreducible
industrial costs.
The third quarter of 2023 ended with an operating loss equal to -€1.4 million, compared to -€1
million in the corresponding quarter of the previous year: despite the containment of operating
expenses (from €0.9 million to €0.7 million), sales volume was not able to bear the fixed costs.
Not Allocated consolidated revenue amounted to €3 thousand in the third quarter of 2023 (€10
thousand in the third quarter of 2022) and referred exclusively to the initial sales related to the
B!POD project, developed by the SAES Design House, whose first product launch took place at the
end of April 2022 and new product launches are expected within the end of the current year.
Thousands of euros (except %)
3Q 2023 3Q 2022 Total
difference
Organic
change
Exchange rate
effect
Divions and Businesses (%) (%) (%)

Not Allocated operating profit was negative for -€7.7 million, compared to a still negative amount equal to -€6 million in the third quarter of 2022. The decrease was in line with the increase in operating expenses, which include costs related to basic research projects and costs aimed at developing and launching highly innovative new products on the market, in addition to corporate costs (expenses that cannot be directly attributed or reasonably allocated to any business sector, but which refer to the Group as a whole). The increase was concentrated in general and administrative expenses (increased labor costs, higher costs for compensation of Executive Directors11, as well as higher consultancy for corporate projects) and, to a lesser extent, in sales expenses (in particular, marketing expenses of the Parent Company related to the B!POD project).

Economic results of the third quarter of 2023

Consolidated gross profit was equal to €12.2 million in the third quarter of 2023, compared to €13.4 million in the corresponding period of 2022, while the gross profit margin went from 39.7% to 36.9%: both indicators were heavily penalized by the decrease in sales in the Packaging Division and by the lower margins in the High Vacuum Division due to a different offer mix.

11 Higher accrual for the phantom shares plan of the Executive Directors related to the appreciation in the value of SAES shares.

Consolidated operating profit was negative and equal to -€2.5 million in the third quarter of 2023, compared to a negative figure of -€0.9 million in the corresponding period of the previous year: the reduction reflected the decrease in gross profit. Operating expenses were in line with those in the corresponding period of the previous year, but please note that in the third quarter of 2022 they included non-recurring costs equal to €1.9 million for a payment to the heirs of a strategic employee of the Parent Company; in the current quarter, nonrecurring costs amounted to €0.2 million (€0.1 million for severance costs and €0.1 million of costs related to governance).

Consolidated EBITDA was equal to €0.1 million (0.2% of consolidated revenue) in the third quarter of 2023, compared to €1.7 million (5% of consolidated revenue) in the third quarter of 2022, reflecting the decrease in the gross profit and in the operating profit. As already previously commented, the reduction was concentrated in the Packaging and High Vacuum Divisions, in addition to the increase in corporate operating expenses (increased labor costs12, higher costs for compensation of Executive Directors13, as well as higher consultancy costs for corporate projects and higher marketing expenses of the parent company related to the B!POD project).

Excluding the non-recurring costs of both quarters (in 2023: €0.1 million for severance costs and €0.1 million of costs related to governance; in 2022: €1.9 million for a payment to the heirs of a strategic employee of the Parent Company), the reduction in EBITDA would have been equal to €3.3 million.

Thousands of euro
3Q 2023 3Q 2022
Operating profit (*) (2,482) (907)
Depreciation of property, plant and equipment and
amortization of intangible assets
(2,279) (2,202)
Depreciation of right-of-use assets (271) (314)
Impairment losses of property, plant and equipment and
intangible assets
1 (95)
EBITDA (*) 67 1,704
% on revenue 0.2% 5.0%

(*) Including severance costs equal to -88 thousands of euros; governance costs equal to - 118 thousands of euros (total non-recurring costs equal to -206 thousands of euros).

Consolidated operating expenses were equal to €14.5 million in the third quarter of 2023, compared to €14.2 million in the corresponding period of 2022, while their incidence on revenue went from 42% to 44%. Operating expenses were essentially in line with those in the corresponding period of the previous year, but please note that in the third quarter of 2022 they included non-recurring costs amounting to €1.9 million for the payment to the heirs of a Manager of the Parent Company; in the third quarter of 2023, non-recurring costs amounted to €0.2 million (€0.1 million of severance costs and €0.1 million of costs related to governance). Excluding these non-recurring charges in both quarters, operating expenses increased by approximately €2 million (increased labor costs14, higher costs for compensation of Executive Directors15 , higher consultancy costs for corporate projects, higher marketing expenses of the parent company related to the B!POD project, and higher commissions on sales).

Against a slight physiological increase in research and development expenses, the increase in operating expenses was concentrated in selling expenses (mainly extraordinary costs equal to approximately €1.9 million, following the liquidation to the heirs of a Manager of the Parent Company) and in general and administrative expenses (consultancy costs for special projects equal to €1.6 million).

12 Both for strengthening the workforce and for salary increases related to inflation.

13 Higher accrual for the phantom shares plan of the Executive Directors related to the appreciation in the value of SAES shares.

14 Both for strengthening the workforce and for salary increases related to inflation.

15 Higher accrual for the phantom shares plan of the Executive Directors related to the appreciation in the value of SAES shares.

The balance of other income and expenses was negative and equal to -€0.1 million in the third quarter of 2023, unchanged compared to the corresponding period of 2022.

The balance of financial income and expenses was positive and equal to €1 million in the third quarter of 2023, compared to a negative balance equal to -€3.2 million in the corresponding period of 2022. The positive change was mainly attributable to the result of the securities management (positive and equal to +€0.5 million in the current quarter, compared to a loss of -€2.9 million in the third quarter of 2022) as well as the interest income accrued on fixed-term deposits in which the Group's liquidity was invested, after the almost total disposal of the securities in the portfolio. These amounts were only partially offset by higher interest expenses on shortterm bank loans, mainly attributable to the increase in rates. Finally, in the current quarter, please note the income of +€0.2 million corresponding to the release of the risk provision recorded as of June 30 against the Group's irrevocable commitment to pay the start-up Rapitag GmbH an additional convertible loan of an equal amount16 .

The loss due to the impairment of financial receivables and other financial assets amounted to -€0.6 million in the third quarter of 2023, compared to -€0.2 million in the corresponding period of 2022. The increase was mainly attributable to the write-down of the additional tranches (-€0.4 million17) of the additional convertible loans granted to the joint venture Flexterra, Inc. and Rapitag GmbH. Finally, please note that both amounts included write-downs for interest on loans in favor of the joint ventures Actuator Solutions GmbH and Flexterra, Inc.

In the third quarter of 2023 the share of profit (loss) of equity-accounted investees was negative and equal to -€0.2 million, corresponding to the value of the capital increase carried out in favor of the joint venture Actuator Solutions GmbH in July 2023, to guarantee its operational continuity. This item was nil in the third quarter of 2022.

The exchange rate income and losses recorded a negative net balance of -€0.2 million in the third quarter of 2023, in line with that of the third quarter of 2022. This amount was mainly attributable to the fair value measurement of the forward contracts still outstanding on September 30, while the exchange losses of the commercial operations were offset by the proceeds realized on the forward contracts that expired in the period.

Income taxes were positive and equal to +€0.1 million in the third quarter of 2023, compared to a positive value of +€0.3 million in the corresponding period of 2022.

Result from continuing activities was negative and equal to -€2.4 million in the third quarter of 2023 compared to -€4.1 million in the third quarter of 2022: despite a decreasing operating profit, the result from continuing operations clearly improved (+41.4%) thanks to the better performance of financial management, penalized by the sharp decrease in the fair value of securities in the portfolio in the third quarter of 2022.

Result from operating activities held for sale amounted to -€10.5 million in the third quarter of 2023 (+€7.9 million in the third quarter of 2022) and included the result of the medical business subject to future disposal (+€9.3 million, compared to +€7.9 million in the third quarter of 2022), as well as the ancillary charges related to the extraordinary transaction (-€19.8 million, including consultancy costs of -€6.5 million and the difference in the fair value of the contingent derivative signed to back up the sale, equal to -€13.2 million).

16 This provision was canceled following the write-down recorded in the current quarter in the item "Loss due to reduction in value of financial receivables and other financial assets".

17 The write-down of the additional convertible loan granted to Rapitag GmbH (-€0.2 million) was offset during the quarter by the release of the risk provision of the same value set aside already at June 30, 2023 (income in the item "Financial income (expenses)").

SAES Group – Additional periodic financial information as at September 30, 2023
(Thousands of euros) Statement of profit or loss - Nitinol Accessory costs for
the divestiture of the Nitinol business
3Q 2023 Statement of profit or loss - Nitinol Accessory costs for
the divestiture of the Nitinol business
3Q 2022
business business
Revenue
Cost of sales
31,022
(15,947)
31,022
(15,947)
33,311
(18,178)
33,311
(18,178)
Gross profit 15,075 0 15,075 15,133 0 15,133
Research & development expenses (633) (633) (663) (663)
Selling expenses
General & administrative expenses
(724)
(1,063)
(6,540)
(*)
(724)
(7,603)
(1,278)
(2,368)
0 (1,278)
(2,368)
Impairment losses on trade receivables (72) (72) 0 0
Total operating costs (2,492) (6,540) (9,032) (4,309) 0 (4,309)
Other income
Other expense
23
(1)
23
(1)
29
(61)
29
(61)
Operating profit 12,605 (6,540) 6,065 10,792 0 10,792
Financial income 2 2 (53) (53)
Financial expense
Impairment losses on loan assets and other financial assets
(58)
0
(58)
0
(47)
0
(47)
Share of profit (loss) of equity-accounted investees
Exchange gains (losses)
0
35
(13,240)
(**)
0
(13,205)
0
(119)
0 (119)
Pre-tax profit 12,584 (19,780) (7,196) 10,573 0 10,573
Income taxes (3,315) 24 (3,291) (2,680) 0 (2,680)
Profit from discontinued operations 9,269 (19,756) (10,487) 7,893 0 7,893
EBITDA 13,514 (6,540) 6,974 12,283 0 12,283
% on revenue
(*) Consultant fees.
43.6% n.a. 22.5% 36.9% n.a. 36.9%
(*) Difference in the fair value of the contingent derivative signed to back-up the future sale proceeds in USD.
Consolidated result was negative and equal to -€12.9 million in the third quarter of 2023, compared to a
positive figure of +€3.8 million in the corresponding period of 2022: the decrease was exclusively attributable
to the aforementioned charges (equal to a total of -€19.8 million) related to the sale transaction, net of which

Consolidated result was negative and equal to -€12.9 million in the third quarter of 2023, compared to a positive figure of +€3.8 million in the corresponding period of 2022: the decrease was exclusively attributable to the aforementioned charges (equal to a total of -€19.8 million) related to the sale transaction, net of which the profit would have been positive and equal to approximately +€6.9 million.

Net financial position

The consolidated net financial position was negative for -€20.8 million as at September 30, 2023. This amount didn't include the net financial assets (equal to +€20.5 million) related to the two US companies subject to future sale occurred on October 2, 2023, that were reclassified among assets (liabilities) held for sale. Gross of this amount, the net financial position would have been equal to -€0.3 million, down compared to +€64.3 million as at December 31, 2022.

The decrease (-€64.6 million), despite the excellent operating result (+€26 million) although penalized by the increase in net working capital (in particular, higher trade receivables due both to higher revenue and to the different payment timing in the Chemicals Division) was mainly due to the disbursement, including ancillary charges, for the partial purchase and subsequent mandatory conversion of savings shares (-€44.1 million), as well as the negative performance of derivatives (in particular, negative fair value of -€15.1 million of the contingent contract signed for the sale of the medical business). Furthermore, please note dividends equal to - €11.5 million, ancillary monetary charges related to the sale of the Nitinol business of -€11.4 million and a capex equal to -€6.8 million.

SAES Group – Additional periodic financial information as at September 30, 2023
Thousands of euros
September 30, June 30, March 31, December 31,
2023 2023 2023 2022
Cash 9 9 9 10
Cash equivalents 31,384 86,531 41,706 42,129
Cash and cash equivalents 31,393 86,540 41,715 42,139
Securities 14,697 18,006 147,310 145,484
Derivative financial instruments 0 0 294 259
Other financial assets, current 78,405 77,449 0 0
Current financial assets 93,102 95,455 147,604 145,743
Bank loans and borrowings (74,941) (71,463) (67,663) (65,302)
Current portion of non-current financial liabilities (52,001) (52,001) (52,000) (52,094)
Derivative financial instruments (15,138) (1,732) 0 0
Other financial liabilities 0 0 (29) (30)
Lease liabilities (996) (2,397) (2,142) (2,545)
Current financial indebtedness (143,076) (127,593) (121,834) (119,971)
Current net financial position (18,581) 54,402 67,485 67,911
Non-current financial assets 0 0 0 0
Financial liabilities 0 0 0 (119)
Lease liabilities (1,721) (3,059) (3,022) (3,039)
Other financial liabilities (470) (467) (465) (462)
Non-current financial indebtedness (2,191) (3,526) (3,487) (3,620)
Non current net financial position (2,191) (3,526) (3,487) (3,620)
Net financial position (20,772) 50,876 63,998 64,291
9M 2023 - discontinued operations 9M 2023 -
9M 2023 Accessory costs for continuing
(Thousands of euros) Nitinol business the divestiture of
the Nitinol business
Total operations
Cash flows from operating activities
Profit from continuing operations (9,458) 0 0 (9,458)
Profit from discontinued operations 6 26,472 (26,466) 6 0
Income taxes 10,886 9,252 (70) 9,182 1,704
Depreciation of right-of-use assets 1,842 959 959 883
(Reversal of impairment losses) impairment losses on right-of-use assets 0 0 0
Depreciation of property, plant and equipment 7,601 2,090 2,090 5,511
(Reversal of impairment losses) impairment losses on property, plant and equipment 0 0 0
Amortisation of intangible assets 1,722 474 474 1,248
(Reversal of impairment losses) impairment losses on intangible assets 11 0 11
Gains (losses) on the disposal of property, plant and equipment and intangible assets 78 0 78
Accessory costs for the divestiture of the Nitinol business
Net financial (income) expense
11,402
(925)
173 11,402 11,402
173
0 (*)
(1,098)
Impairment losses on trade receivables 45 0 45
Other non-monetary expense (income) 15,405 15,134 15,134 271
Other non-monetary change in post-employment and other benefits 3,000 227 227 2,773
Accrual (utilisation) of provisions for risks and charges (33) 0 (33)
41,582 39,647 0 39,647 1,935
Change in operating assets and liabilities
Cash increase (decrease)
Trade receivables and other current assets (7,816) (424) (424) (7,392)
Inventories 1,335 (2,349) (2,349) 3,684
Trade payables 2,156 (1,101) (1,101) 3,257
Sundry and other current liabilities (880) (4,698) (4,698) 3,818
(5,205) (8,572) 0 (8,572) 3,367
Payments of post-employment and other benefits (837) 0 0 (837)
Taxes paid (9,560) (8,529) (8,529) (1,031)
Cash flows generated by operating activities 25,980 22,546 0 22,546 3,434
Cash flows from investing activities
Acquisition of property, plant and equipment (6,589) (3,017) (3,017) (3,572)
Acquisition of intangible assets (206)
19
(52) (52)
0
(154)
19
Proceeds from the disposal of property, plant and equipment and intangible assets
Purchase of securities
(1,890) 0 (1,890)
Disinvestments of securities 134,905 0 134,905
Income from securities, net of management fees 949 0 949
Investments in joint ventures (200) 0 (200)
Investments in other companies (634) 0 (634)
Consideration paid for the purchase of subsidiaries, net of the cash and cash equivalents acquired 0 0 0
Monetary accessory costs for the divestiture of the Nitinol business (11,402) (11,402) (11,402) 0
Other financial assets (78,405) 0 (78,405)
Financial liabilities repaid to (granted by) related parties (692) 0 (692)
Financial liabilities repaid to (granted by) third parties (400) 0 (400)
Interest income on financial assets with related parties 0 0 0
Interest and other financial income received 1,481 2 2 1,479
Cash flows generated by (used in) investing activities 36,936 (3,067) (11,402) (14,469) 51,405
Cash flows from financing activities
Proceeds from non-current financial liabilities, current portion included 0 0 0
Repayment of non-current financial liabilities (209) (208) (208) (1)
Interest paid on non-current financial liabilities (84) (1) (1) (83)
Proceeds from current financial liabilities 305,000 0 305,000
Repayment of current financial liabilities (295,643) 0 (295,643)
Interest paid on current financial liabilities (1,410) 0 (1,410)
Interest and other financial expense paid
Dividends paid
(335)
(11,543)
(32) (32)
0
(303)
(11,543)
Other costs paid 0 0 0
Repayment of lease liabilities (1,954) (1,043) (1,043) (911)
Interest paid on leases (201) (143) (143) (58)
Purchase of treasury shares and ancillary costs (44,065) 0 (44,065)
Cash flows from (used in) financing activities (50,444) (1,427) 0 (1,427) (49,017)
Effect of exchange rate changes on cash flows (144) 407 407 (551)
Increase (decrease) in cash and cash equivalents 12,328 18,459 (11,402) 7,057 5,271
(*) Consultant fees.

JANUARY – SEPTEMBER 2023

Net Sales by Business and by Geographic Location of Customers

Consolidated revenue in the first nine months of 2023 amounted to €91.1 million, compared to €96.6 million in the corresponding period of 2022. The exchange rate effect was negative and equal to -1.2% (-€1.2 million), while the change in the scope of consolidation18 generated an increase in revenues of +2.5% (+€2.4 million).

The organic decrease (-7%, equal to -€6.7 million) was mainly attributable to the Packaging Division (contraction in consumption due to the inflation crisis, with negative repercussions on the entire packaging supply chain, and overstock of raw materials in the converting market for excessive purchases made in 2022 in anticipation of a considerable increase in costs) and to the Chemicals Division (slowdown in the consumer

18 Sales related to the period January – May 2023 of SAES RIAL Vacuum S.r.l.

SAES Group – Additional periodic financial information as at September 30, 2023
electronics market concentrated in the first half of 2023, but recovering starting from the third quarter, also
thanks to the clear out of inventories).
In the High Vacuum Division the organic decrease (-6.6% or -€1.5 million) was more than offset by the full
consolidation of SAES RIAL Vacuum S.r.l. following the purchase of its entire share capital (+10.5% or +€2.4
million), while in the Industrial Division the organic growth was related to the good performance of industrial
SMA sales in the mobile devices sector and, to a lesser extent, of those in the defense business.
Thousands of euros (except %)
Total Organic Change in
Divions and Businesses 9M 2023 9M 2022 difference change Exchange rate
effect
consolidation
(%) (%) (%) scope
(%)
Getters & Dispensers 32,193 34,279 -6.1% -4.2% -1.9% 0.0%
Sintered Materials 7,054 8,308 -15.1% -13.5% -1.6% 0.0%
SMA Materials 14,149 9,468 49.4% 51.0% -1.6% 0.0%
SAES Industrial 53,396 52,055 2.6% 4.4% -1.8% 0.0%
High Vacuum Solutions 23,171 22,537 2.8% -6.6% -1.1% 10.5%
SAES High Vacuum 23,171 22,537 2.8% -6.6% -1.1% 10.5%
Functional Chemicals 10,201 12,630 -19.2% -19.2% 0.0% 0.0%
SAES Chemicals 10,201 12,630 -19.2% -19.2% 0.0% 0.0%
Packaging Solutions 4,300 9,339 -54.0% -54.0% 0.0% 0.0%
SAES Packaging
Not Allocated
4,300
20
9,339
18
-54.0%
11.1%
-54.0%
11.1%
0.0%
0.0%
0.0%
0.0%

Consolidated Revenue by Geographic Location of Customer

Geographic Area 9M 2023 9M 2022 Change in
consolidation
scope
Italy 3,556 4,483 296
European countries 25,895 30,362 761
North America 29,221 28,858 1,288
Japan 3,585 4,473 0
South Korea 1,573 1,365 0
China 23,077 21,129 22
Rest of Asia 3,621 3,888 0
Rest of the World 560 2,021 0
Consolidated revenue 91,088 96,579 2,367

Also including the share of the revenue of the joint ventures19 , total revenue in the first nine months of 2023 amounted to €92.1 million and was down compared to €100 million in the corresponding period of 2022, due to lower consolidated revenue (negative organic change, as well as penalizing exchange rate effect). Regarding the joint ventures, the values were not comparable: in the case of Actuator Solutions, due to the sale of the last line of actuators, completed at the end of 2022; in the case of SAES RIAL Vacuum S.r.l., because it has been fully consolidated starting from the end of May 2022.

19 Actuator Solutions GmbH (50%) and Flexterra (47.10%) plus SAES RIAL Vacuum S.r.l. (49%) that was added in the period January-May 2022, consolidated using the global integration method starting from May 25, 2022.

SAES Group – Additional periodic financial information as at September 30, 2023
Thousands of euros
9M 2023 9M 2022 Difference
Consolidated revenue 91,088 96,579 (5,491)
50% revenue of the joint venture Actuator Solutions GmbH 1,108 2,231 (1,123)
49% revenue of the joint venture SAES RIAL Vacuum S.r.l. (*) 0 1,429 (1,429)
Revenue of the joint venture Flexterra (**) 2 0 2
Intergroup eliminations (111) (243) 132
Other adjustments 9 (14) 23
Total revenue of the Group 92,096 99,982 (7,886)
(*) SAES RIAL Vacuum S.r.l. fully consolidated starting from May 25, 2022.
(**) The participation of SAES Getters S.p.A. increased from 46.84% to 47.10% starting from January 2023.
Information by operating segment
Thousands of euros SEAS Chemicals SAES Packaging Not Allocated TOTAL
SAES Industrial SAES High Vacuum 9M 2022 9M 2023 9M 2022 9M 2023 9M 2022
9M 2023 9M 2022 9M 2023 9M 2022 9M 2023 9M 2022 9M 2023 91,088 96,579
Revenue 53,396 52,055 23,171 22,537 10,201 12,630 4,300 9,339 20 18
(27,405) (26,141) (12,905) (11,825) (8,498) (10,156) (4,957) (8,064) (159) (135) (53,924) (56,321)
Cost of sales
Gross profit
% on revenue
25,991
48.7%
25,914
49.8%
10,266
44.3%
10,712
47.5%
1,703
16.7%
2,474
19.6%
(657)
-15.3%
1,275
13.7%
(139)
n.s.
(117)
n.s.
37,164
40.8%
40,258
41.7%

Information by operating segment

50% revenue of the joint venture Actuator Solutions GmbH 1,108 2,231 (1,123)
49% revenue of the joint venture SAES RIAL Vacuum S.r.l. (*) 0 1,429 (1,429)
Revenue of the joint venture Flexterra (**) 2 0 2
Intergroup eliminations (111) (243) 132
Other adjustments 9 (14) 23
(*) SAES RIAL Vacuum S.r.l. fully consolidated starting from May 25, 2022.
(**) The participation of SAES Getters S.p.A. increased from 46.84% to 47.10% starting from January 2023.
Information by operating segment
Thousands of euros
SAES Industrial SAES High Vacuum SEAS Chemicals SAES Packaging Not Allocated TOTAL
9M 2023 9M 2022 9M 2023 9M 2022 9M 2023 9M 2022 9M 2023 9M 2022
9M 2023
9M 2022 9M 2023
9M 2022
Revenue
Cost of sales
53,396
(27,405)
52,055
(26,141)
23,171
(12,905)
22,537
(11,825)
10,201
(8,498)
12,630
(10,156)
4,300
(4,957)
9,339
(8,064)
20
18
(159)
(135)
91,088
96,579
(53,924)
(56,321)
Gross profit 25,991 25,914 10,266 10,712 1,703 2,474 (657) 1,275 (139)
(117)
37,164
40,258
% on revenue 48.7% 49.8% 44.3% 47.5% 16.7% 19.6% -15.3% 13.7% n.s.
n.s.
40.8%
41.7%
Operating costs and other income (expenses)
Operating profit (loss)
(10,646)
15,345
(12,020)
13,894
(6,036)
4,230
(5,347)
5,365
(1,804)
(101)
(1,436)
1,038
(2,340)
(2,997)
(2,641)
(24,836)
(1,366)
(24,975)
(20,990)
(21,107)
(45,662)
(42,434)
(8,498)
(2,176)

Economic results of the first nine months of 2023

Consolidated gross profit was equal to €37.2 million in the first nine months of 2023, compared to €40.3 million in the corresponding period of 2022, while the gross profit margin went from 41.7% to 40.8%: the reduction was a consequence of the aforementioned decrease in sales in the Packaging Division and in the Chemicals Division, as well as of the lower margins in the High Vacuum Division, characterized by a more unfavorable product mix.

The exchange rate effect was negative and equal to -€0.9 million, while the purchase of the entire share capital of SAES RIAL Vacuum S.r.l. at the end of May 2022 contributed to the increase in the gross profit by +€0.6 million (High Vacuum Division). Finally, please note a non-recurring cost of €0.3 million due to the departure of a manager of the Parent Company (Industrial Division).

The first nine months of 2023 ended with a consolidated operating loss of -€8.5 million, compared to -€2.2 million in the corresponding period of the previous year: in addition to the decrease in gross profit, the operating expenses increased from €42.1 million to €45.3 million. Relating to the latter, excluding the effect related to the change in the scope of consolidation20 (+€0.5 million), as well as the exchange rate effect (-€0.2 million) and the non-recurring costs in both periods (in 2023: costs for severance equal to -€1.2 million, as well as costs related to governance equal to -€0.9 million, all classified in the general and administrative expenses line; in 2022: costs for the liquidation to the heirs of a manager of the Parent Company, equal to €1.9 million, classified as sales expenses) operating expenses increased by approximately €2.7 million (increase in labor costs, higher compensation costs for Executive Directors16, higher sales commissions, higher travel expenses and increase in consultancy costs for corporate projects).

Consolidated EBITDA was negative and equal to -€0.8 million in the first nine months of 2023 (+€4.7 million in the same period of 2022); however, excluding the non-recurring costs that penalized the first nine months of 2023 (severance costs, equal to -€1.5 million, as well as costs related to governance equal to €-0.9 million) the EBITDA would have been positive and equal to +€1.5 million.

20 Acquisition of the entire share capital of SAES RIAL Vacuum S.r.l. starting from the end of May 2022.

16 Increased provision for the Executive Directors' phantom shares plan related to the appreciation in the value of the SAES share.

SAES Group – Additional periodic financial information as at September 30, 2023
of which:
Thousands of euros Change in
9M 2023 9M 2022 consolidation
scope
Operating profit (*) (8,498) (2,176) 101
Depreciation of property, plant and equipment and
amortisation of intangible assets
(6,769) (5,838) (318)
Depreciation of right-of-use assets (871) (938) (28)
Impairment losses on property, plant and equipment and
intangible assets (10) (95) 0
EBITDA (*)
(848)
4,695 447
% of revenue -0.9% 4.9% 18.9%
(*) Including severance costs equal to -1,491 thousands of euros; governance costs equal to -904 thousands of

The balance of other income and expenses was negative for -€0.3 million, compared to a still negative balance of -€0.4 million in the first nine months of 2022. Please note that the amount of the current period included the income, equal to €0.1 million, related to an adjustment on the sale price of the subsidiary SAES Pure Gas, Inc. (disposal completed in 2018), following a tax refund related to the period before the sale, as well as the cost, equal to €31 thousand, for donations to support Emilia-Romagna. In the previous period, however, please note the cost of €0.1 million for donations to support Ukraine.

The balance of financial income and expenses was positive for +€2.7 million, compared to a negative balance of -€16.1 million in the corresponding period of 2022. The positive change was mainly attributable to the result of securities management (positive and equal to +€3, 2 million in the current period, compared to a loss of -€16 million in the corresponding period of the previous year), as well as the interest income accrued on the time deposits in which the Group's liquidity was invested, after the almost total disposal of securities in the portfolio. This positive change was partially offset by higher interest expenses, mainly attributable to the increase in rates. Furthermore, the first half of 2022 benefited from an income of €0.3 million deriving from the fair value revaluation of the investment in SAES RIAL Vacuum S.r.l. prior to the purchase of the entire share capital and the full consolidation of the company.

The loss due to the impairment of financial receivables and other financial assets amounted to -€1.4 million, compared to -€0.4 million in the corresponding period of 2022. The increase was mainly attributable to the write-down of the additional tranches of the convertible loan granted to the joint venture Flexterra, Inc. (-€0.5 million), as well as that of the loans granted to Rapitag GmbH (-€0.4 million of principal in addition to the amount of -€0.1 million for the write-down of the interest accrued in the first nine months of the current year). Finally, both periods included the write-downs of receivables related to the interest accrued on loans granted by the Group to both the joint ventures Actuator Solutions GmbH and Flexterra, Inc.

The share of profit (loss) of equity-accounted investees was negative and equal to -€0.2 million, corresponding to the value of the capital increase carried out in favor of the joint venture Actuator Solutions GmbH in July 2023, to guarantee its operational continuity.

Instead, in the corresponding period of 2022 the amount was positive and equal to +€0.2 million, exclusively attributable to the share of the result of the joint venture SAES RIAL Vacuum S.r.l. and referring to the period January 1 - May 25, 2022 (closing date of the acquisition of the entire share capital of SAES RIAL Vacuum S.r.l. by the SAES Group).

The exchange rate income and losses recorded a negative net balance of -€0.4 million in the first nine months of 2023, an improvement compared to the negative one of the corresponding period of 2022 (-€0.6 million). The positive change was mainly due to the higher income on forward contracts entered into to hedge 2023 commercial transactions in dollars, which more than offset the greater losses deriving from commercial operations.

Consolidated pre-tax profit was equal to -€7.8 million in the first nine months of 2023, compared to -€19.1 million in the corresponding period of 2022.

Income taxes amounted to €1.7 million, compared to €0.3 million in the previous period and mainly included
taxes from the production companies in the USA not subject to future disposal21. The increase was a
consequence of the higher taxable income achieved by SAES Investments S.A., which had instead closed the
first nine months of 2022 with a strong tax loss caused by the negative performance of the securities in its
portfolio. Finally, please note that the taxes for the first nine months of 2023 included a cost of €0.3 million
related to the cancellation of the Parent Company's tax credits for advances abroad, being their terms expired.
Result from continuing activities was negative for -€9.5 million in the first nine months of 2023 compared with
-€19.4 million in the corresponding period of 2022: despite a decreasing operating profit, the result from
continuing activities significantly improved thanks to the better performance of financial management,
penalized by the sharp decrease in the fair value of the securities in the portfolio in the previous year.
Result from operating activities held for sale amounted to +€6 thousand in the first nine months of 2023
(+€23.2 million in the corresponding period of 2022) and included the profit of the medical business subject to
future disposal (+€26.5 million, compared to +€23.2 million in the first nine months of 2022), as well as the
ancillary charges related to the extraordinary transaction (-€26.5 million, including consultancy costs of -€11.4
million and the fair value of the contingent derivative signed to back up the sale, equal to -€15.1 million).
(Thousands of euros) Statement of profit or loss - Nitinol
business
Accessory costs for
the divestiture of the Nitinol business
9M 2023 Statement of profit or loss - Nitinol
business
Accessory costs for
the divestiture of the Nitinol business
9M 2022
Revenue
Cost of sales
95,296
(51,683)
95,296
(51,683)
90,757
(49,222)
90,757
(49,222)
Gross profit 43,613 0 43,613 41,535 0 41,535
Research & development expenses
Selling expenses
General & administrative expenses
Impairment losses on trade receivables
Total operating costs
(1,906)
(2,558)
(3,305)
(72)
(7,841)
(*)
(11,402)
(11,402)
(1,906)
(2,558)
(14,707)
(72)
(19,243)
(1,916)
(2,515)
(4,853)
0
(9,284)
0
0
(1,916)
(2,515)
(4,853)
0
(9,284)
Other income
Other expense
85
(1)
85
(1)
117
(61)
117
(61)
Operating profit 35,856 (11,402) 24,454 32,307 0 32,307
Financial income
Financial expense
Impairment losses on loan assets and other financial assets
Share of profit (loss) of equity-accounted investees
Exchange gains (losses)
2
(174)
0
0
39
(**)
(15,134)
2
(174)
0
0
(15,095)
2
(162)
0
0
(191)
2
(162)
(191)
Pre-tax profit 35,723 (26,536) 9,187 31,956 0 31,956
Income taxes (9,251) 70 (9,181) (8,792) 0 (8,792)
Profit from discontinued operations 26,472 (26,466) 6 23,164 0 23,164
EBITDA
% on revenue
39,382
41.3%
(11,402)
n.a.
27,980
29.4%
36,670
40.4%
0
n.a.
36,670
40.4%
() Consultant fees.
(
) Fair value of the contingent derivative signed to back-up the future sale proceeds in USD.
Consolidated result of first nine months of 2023 was equal to -€9.5 million, compared to a positive value of
+€3.8 million in the corresponding period of 2022: the reduction was exclusively attributable to the
aforementioned charges related to the sale transaction, totaling -€26.5 million, net of which the result would

Consolidated result of first nine months of 2023 was equal to -€9.5 million, compared to a positive value of +€3.8 million in the corresponding period of 2022: the reduction was exclusively attributable to the aforementioned charges related to the sale transaction, totaling -€26.5 million, net of which the result would have been positive and equal to approximately +€17 million.

***

21 Please note that the taxes relating to the subsidiaries Memry Corporation and SAES Smart Materials, Inc., subject to future disposal, have been discontinued in the line "Result from operating activities held for sale".

Consolidated Statement of profit or loss

SAES Group – Additional periodic financial information as at September 30, 2023
Consolidated Statement of profit or loss
Thousands of euros
9M 2023 9M 2022
Revenue 91,088 96,579
Cost of sales (53,924) (56,321)
Gross profit 37,164 40,258
Research & development expenses (8,262) (7,473)
Selling expenses
General & administrative expenses
(11,781) (12,875)
Impairment losses on trade receivables (25,299) (21,573)
27 (131)
Total operating costs (45,315) (42,052)
Other income 267 167
Other expenses
Operating profit (loss)
(614)
(8,498)
(549)
(2,176)
Financial income 8,451 2,239
Financial expense (5,748) (18,292)
Impairment losses on loan assets and other financial assets (1,406) (433)
Share of profit (loss) of equity-accounted investees (200) 167
Exchange gains 1,122 988
Exchange losses (1,475) (1,575)
Pre-tax profit (loss) (7,754) (19,082)
Income taxes (1,704) (330)
Profit (loss) from continuing operations (9,458) (19,412)
Profit from discontinued operations 6 23,164
Profit (loss) for the period (9,452) 3,752
attributable to:
- the owners of the parent (9,452) 3,752
- non-controlling interests 0 0
Consolidated Statement of comprehensive income
Thousands of euros
9M 2023 9M 2022
Profit (loss) from continuing operations (9,458) (19,412)
Exchange differences from translation of financial statements in foreign currencies
Total other comprehensive income which are or may be subsequently reclassified to profit or loss
(507) 3,489
(507) 3,489
Net fair value losses on investments in other companies 90 (58)
Income taxes 0 0
Total other comprehensive income (expense) that will not be subsequently reclassified to profit or loss 90 (58)

Consolidated Statement of comprehensive income

Thousands of euros
-------------------- --
Financial expense (5,748) (18,292)
Impairment losses on loan assets and other financial assets (1,406) (433)
Share of profit (loss) of equity-accounted investees (200) 167
Exchange gains 1,122 988
Exchange losses (1,475) (1,575)
Income taxes (1,704) (330)
Profit from discontinued operations 6 23,164
attributable to:
- the owners of the parent (9,452) 3,752
Consolidated Statement of comprehensive income
Thousands of euros
Profit (loss) from continuing operations (9,458) (19,412)
Exchange differences from translation of financial statements in foreign currencies (507) 3,489
Total other comprehensive income which are or may be subsequently reclassified to profit or loss (507) 3,489
Net fair value losses on investments in other companies 90 (58)
Income taxes 0 0
Total other comprehensive income (expense) that will not be subsequently reclassified to profit or loss 90 (58)
Other comprehensive income, net of taxes - continuing operations (417) 3,431
Profit (loss) of the period and other comprehensive income (expense) - continuing operations (9,875) (15,981)
Profit (loss) from discontinued operations 6 23,164
Exchange differences from translation of financial statements in foreign currencies 1,261 17,062
Total other comprehensive income which are o may be subsequently reclassified to profit or loss 1,261 17,062
Other comprehensive income, net of taxes - discontinued operations 1,261 17,062
Profit (loss) of the period and other comprehensive income (expense) - discontinued operations 1,267 40,226
Total profit (loss) of the period and other comprehensive income (expense) (8,608) 24,245
attributable to:
- the owners of the parent (8,608) 24,245

Consolidated statement of cash flows

SAES Group – Additional periodic financial information as at September 30, 2023
Consolidated statement of cash flows
Thousands of euros
9M 2023 9M 2022
Profit for continuing operations (9,458) (19,412)
Profit from discontinued operations 6 23,164
Income taxes 10,886 9,122
Depreciation of right-of-use assets 1,842 1,946
(Reversal of impairment losses) impairment losses on right-of-use assets
Depreciation of property, plant and equipment
0
7,601
0
7,443
(Reversal of impairment losses) impairment losses on property, plant and equipment 0 334
Amortisation of intangible assets 1,722 1,511
(Reversal of impairment losses) impairment losses on intangible assets 11 0
Gains (losses) on the disposal of property, plant and equipment and intangible assets 78 0
Accessory costs for the divestiture of the Nitinol business 11,402 0
Net financial (income) expense (925) 16,479
Impairment losses on trade receivables 45 131
Other non-monetary expense (income) 15,405 337
Other non-monetary change in post-employment and other benefits 3,000 3,303
Accrual (utilization) of provisions for risks and charges (33) (224)
41,582 44,134
Change in operating assets and liabilities (5,205) (15,584)
Payments of post-employment and other benefits (837) (2,056)
Taxes paid (9,560) (10,192)
Cash flows generated by operating activities 25,980 16,302
Acquisition of property, plant and equipment (6,589) (10,151)
Acquisition of intangible assets (206) (438)
Proceeds from the disposal of property, plant and equipment and intangible assets
Purchase of securities
19
(1,890)
47
(13,900)
Disinvestments of securities 134,905 13,402
Income from securities, net of management fees 949 1,234
Consideration paid for the purchase of subsidiaries, net of net cash and cash equivalent acquired 0 (4,287)
Nitinol business divestiture - monetary costs (11,402) 0
Investments in joint ventures (200) 0
Investments in other companies (634) (190)
Other financial assets (78,405) 0
Financial liabilities repaid to (granted by) related parties (692) 49
Financial liabilities repaid to (granted by) third parties (400) (298)
Interest income on financial assets with related parties 0 1
Interest and other financial income received 1,481 28
Cash flows generated by (used in) investing activities 36,936 (14,503)
Proceeds from non-current financial liabilities, current portion included 0 0
Repayment of non-current financial liabilities (209) (90)
Interest paid on non-current financial liabilities (84) (87)
Proceeds from current financial liabilities 305,000 398,228
Repayment of current financial liabilities (295,643) (375,316)
Interests paid on current financial liabilities (1,410) (326)
Interest and other financial expense paid
Dividends paid
(335)
(11,543)
(500)
(8,530)
Other costs paid 0 (1)
Repayment of lease liabilities (1,954) (1,944)
Interests paid on leases (201) (146)
Purchase of treasury shares and ancillary costs (44,065) 0
Cash flows provided by (used in) financing activities (50,444) 11,288
Increase (decrease) in cash and cash equivalents 12,472 13,087
Opening cash and cash equivalents 41,803 29,286
Effect of exchange rate changes on cash flows (144) 4,769

Performance of the joint ventures

Actuator Solutions GmbH

Actuator Solutions GmbH is based in Gunzenhausen (Germany) and is 50% jointly controlled by SAES Nitinol S.r.l. and SMA Holding (former Alfmeier Präzision Group). This joint venture is focused on the development of actuators using shape memory alloys in place of the engine.

Actuator Solutions recorded revenue equal to €2.2 million in the first nine months of 2023, compared to €4.5 million in the same period of 2022. However, the two periods are not comparable, since at the end of 2022 Actuator Solutions sold its last production line of actuators for the automotive comfort seat business, giving up sales, but receiving in return a commission on them equal to the margin it would have realized if it had continued the production. In general, without considering the outsourcing of production, please note the decrease in automotive sales, penalized by uncertainties in the supply chain, while the fees generated by application developments in the actuator sector slightly increased, thanks to higher sales in the 'intelligent' mattress sector and higher revenues from application developments for third parties in the medical and life sciences sectors. Actuator Solutions GmbH 9M 2023 9M 2022 Statement of profit or loss 100% 100%

decrease in automotive sales, penalized by uncertainties in the supply chain, while the fees generated by
application developments in the actuator sector slightly increased, thanks to higher sales in the 'intelligent'
mattress sector and higher revenues from application developments for third parties in the medical and life
sciences sectors.
Despite the decrease in sales, both the gross industrial profit (€1.3 million in both periods) and the loss-making
operating profit (-€0.8 million in both periods) were in line with those in the corresponding period of the
previous year, thanks to the improved margins of the new development businesses, compared to the more
traditional automotive production business.
The first nine months of 2023 ended with a positive result for the period equal to +€0.8 million, compared with
a loss of -€0.6 million in the same period of the previous year: the improvement was exclusively due to the
extraordinary income, equal to €1.7 million, generated by the waiver of the residual interest accrued on the
loans granted to Actuator Solutions GmbH by the SAES Group (income equal to €1.6 million) and by the
shareholder SMA Holding (€0.1 million). A similar waiver had been granted the previous year only by the SAES
Group and only for an amount of €0.3 million.
Thousands of euros
Actuator Solutions GmbH 9M 2023 9M 2022
Statement of profit or loss 100% 100%
Revenue 2,215 4,462
Cost of sales (910) (3,200)
Gross pofit 1,305 1,262
Total operating costs (2,062) (2,043)
Other income (expenses) (2) 6
Operating profit (loss) (759) (775)
Interests and other financial income 1,556 152
Net exchange gains (losses) 9 14
Income taxes 5 7
Profit (loss) for the period 811 (602)
To ensure the business continuity of Actuator Solutions GmbH and to enable it to continue its ongoing
development projects, in July SAES carried out a capital increase in favor of the joint venture for an amount of
€0.2 million (a similar capital increase was also subscribed by the equal partner SMA Holding).
The SAES Group's share of the joint venture's result for the first nine months of 2023 would have amounted to

The SAES Group's share of the joint venture's result for the first nine months of 2023 would have amounted to +€0.4 million (-€0.3 million was the share of the loss for the corresponding period of 2022) but, being the joint venture's equity negative22 despite the above-mentioned capital increase, the "share of the result of equityaccounted investees" was equal to the value of the latter (-€0.2 million), with the aim of reducing the value of the SAES investment to zero without setting up any risk provision, as to date there is no legal or implicit obligation for any further recapitalization by the Group.

22 About -€1,3 million, Pro-rata amount at 50%.

Actuator Solutions - SAES Group interest (50%)

SAES Group – Additional periodic financial information as at September 30, 2023
Actuator Solutions - SAES Group interest (50%)
Thousands of euros
Actuator Solutions GmbH September 30, December 31,
2023 2022
Statement of financial position 50% 50%
Non-current assets 2,883 3,017
Current assets 680 1,174
Total assets 3,563 4,191
Non-current liabilities 4,472 4,578
Current liabilities 345 1,473
Total liabilities 4,817 6,051
Share capital, reserves and retained earnings (1,660) (1,522)
Profit (loss) for the period 406 (338)
Other comprehensive income (expense) 0
0
Total equity (1,254) (1,860)
Actuator Solutions GmbH 9M 2023 9M 2022
Statement of profit or loss 50% 50%
Revenue 1,108 2,231
Cost of sales (455) (1,600)
Gross profit 653 631
(1,031) (1,022)
Total operating costs (1) 3
Other income (expenses)
Operating profit (loss) (379) (388)
Interests and other financial income 778 76
Net exchange gains (losses) 4 7
Income taxes
Profit (loss) for the period
3
406
4
(301)
Non-current assets 2,883 3,017
Current assets 680 1,174
Non-current liabilities 4,472 4,578
Current liabilities 345 1,473
Share capital, reserves and retained earnings (1,660) (1,522)
Profit (loss) for the period 406 (338)
Other comprehensive income (expense) 0 0
Revenue 1,108 2,231
Cost of sales (455) (1,600)
Total operating costs (1,031) (1,022)
Other income (expenses) (1) 3
Operating profit (loss) (379) (388)
Interests and other financial income 778 76
Net exchange gains (losses) 4 7
Income taxes 3 4
Profit (loss) for the period 406 (301)
Flexterra
Flexterra, Inc., based in Skokie (close to Chicago, Illinois, USA), was established at the end of 2016 as a
development start-up with the objective of designing, manufacturing and commercializing materials and

Flexterra

Flexterra, Inc., based in Skokie (close to Chicago, Illinois, USA), was established at the end of 2016 as a development start-up with the objective of designing, manufacturing and commercializing materials and components for flexible displays.

Flexterra, Inc. fully controls Flexterra Taiwan Co., Ltd. At the beginning of the 2023, SAES increased its shareholding in Flexterra, Inc. from 46.84% to 47.10%, following the company's repurchase of the shares previously held by a small individual shareholder at a symbolic price.

The slight control of the operating expenses of the parent company Flexterra, Inc., as well as lower foreign exchange losses of the subsidiary Flexterra Taiwan Co., Ltd., made it possible to end the current period with a negative result for the period of -€2.6 million, improved when compared to -€3.4 million in the corresponding period of the previous year (mainly costs for employees employed in research and general and administrative activities, costs related to patent management and amortization of intangible assets, including intellectual property). Finally, please note a slight increase in financial expenses because of the new tranches of convertible loans granted to Flexterra, Inc.

SAES Group – Additional periodic financial information as at September 30, 2023
Thousands of euros
Flexterra 9M 2023 9M 2022
Statement of profit or loss 100% 100%
Revenue 3 0
Cost of sales
Gross pofit
(3)
0
0
0
Total operating costs (1,988) (2,237)
Other income (expenses) 0 0
Operating profit (loss) (1,988) (2,237)
Interests and other financial income (372) (319)
Net exchange gains (losses) (315) (840)
Income taxes 28 27
Profit (loss) for the period (2,647) (3,369)
The SAES Group's share of the joint venture's loss for the first nine months of 2023 amounted to -€1.2 million
(-€1.6 million in the corresponding period of 2022), but, similarly to last year, as SAES's shareholding in
Flexterra has already been fully written off and to date there is no legal or implicit obligation for any
recapitalization by the Group, SAES's share of the loss as at September 30, 2023 was not recognized as a
liability.
Flexterra - SAES Group interest
Thousands of euros
Flexterra September 30,
2023
December 31,
2022
Statement of financial position 47.10% 46.84%
Non-current assets 4,654
375
Current assets
Total assets 5,029
Non-current liabilities 0
Current liabilities 3,807

Flexterra - SAES Group interest

Total operating costs (1,988) (2,237)
Other income (expenses) 0 0
Interests and other financial income (372) (319)
Net exchange gains (losses) (315) (840)
Income taxes 28 27
The SAES Group's share of the joint venture's loss for the first nine months of 2023 amounted to -€1.2 million
(-€1.6 million in the corresponding period of 2022), but, similarly to last year, as SAES's shareholding in
Flexterra has already been fully written off and to date there is no legal or implicit obligation for any
recapitalization by the Group, SAES's share of the loss as at September 30, 2023 was not recognized as a
liability.
Flexterra - SAES Group interest
Thousands of euros
Flexterra September 30, December 31,
2023 2022
Statement of financial position 47.10% 46.84%
Non-current assets 4,654 5,068
Current assets 375 420
Total assets 5,029 5,488
Non-current liabilities 0 0
Current liabilities 3,807 3,158
Total liabilities 3,807 3,158
Share capital, reserves and retained earnings 2,157 3,577
Reserve for stock option plans 173 173
Profit (loss) for the period (1,247) (1,926)
Other comprehensive income (expense) (*) 139 506
Total equity 1,222 2,330
(*) Currency translation differences arising from the conversion in euro of the financial statements of Flexterra, Inc. and
of Flexterra Taiwan Co., Ltd.
Flexterra 9M 2023 9M 2022
Statement of profit or loss 47.10% (**) 46.84%
Revenue 2 0
Cost of sales (1) 0
Gross profit 1 0
Total operating costs (938) (1,049)
Other income (expenses) 0 0
Operating profit (loss) (937) (1,049)
Interests and other financial income (175) (149)
Net exchange gains (losses) (148) (393)
Income taxes 13 13
2023 2022
Non-current assets 4,654 5,068
Current assets 375 420
Non-current liabilities 0 0
Current liabilities 3,807 3,158
Share capital, reserves and retained earnings 2,157 3,577
Reserve for stock option plans 173 173
Profit (loss) for the period (1,247) (1,926)
of Flexterra Taiwan Co., Ltd.
Statement of profit or loss 47.10% (**) 46.84%
Revenue 2 0
Cost of sales (1) 0
Gross profit 1 0
Total operating costs (938) (1,049)
Other income (expenses) 0 0
Operating profit (loss) (937) (1,049)
Interests and other financial income (175) (149)
Net exchange gains (losses) (148) (393)
Income taxes 13 13
Profit (loss) for the period (1,247) (1,578)
Exchange
differences
from
translation
of
financial
139 838
statements in foreign currencies
Total
profit
(loss)
for
the
period
and
other
comprehensive income (expense) (1,108) (740)
(**) % of ownership increased from 46.84% to 47.10% starting from January 2023.
***
SAES Group – Additional periodic financial information as at September 30, 2023
The following tables show the Total Group's statement of profit or loss, achieved by incorporating with the
proportional method, instead of the equity method the joint ventures of the Group.
Total statement of profit or loss of the Group
Thousands of euros 9M 2023
Statement of profit or loss 50% Actuator Solutions GmbH Intragroup eliminations & 47.10% Flexterra Intragroup eliminations & Total profit or loss
of the Group
other adjustments other adjustments
91,088 1,108 (102) 2 92,096
Revenue (53,924) (455) 102 (1) (54,278)
Cost of sales
Gross profit 37,164 653 0 1
0
37,818
% on revenue 40.8% 41.1%
Total operating costs (45,315) (1,031) (938) 57 (47,227)
Other income (expense) (347) (1) 0 (348)
Operating profit (loss)
% on revenue
(8,498)
-9.3%
(379) 0 (937) 57 (9,757)
-10.6%
Financial income (expense) 1,297 778 (751) (175) 363 1,512
Share of profit (loss) of equity-accounted investees (200) 200 0 0
Exchange gains (losses) (353) 4 (148) (497)
Pre-tax profit (loss) (7,754) 403 (551) (1,260) 420 (8,742)
Income taxes (1,704) 3 13 (1,688)
Profit (loss) from continuing operations (9,458) 406 (551) (1,247) 420 (10,430)
Profit (loss) from operating activities held for sale 6 6
Profit (loss) for the period (9,452) 406 (551) (1,247) 420 (10,424)
attributable to:
- the owners of the parent
(9,452) (10,424)

On October 2, 2023, the closing of the transaction for the sale to the US company Resonetics, LLC of the Nitinol business and, in particular, of the US subsidiaries Memry Corporation and SAES Smart Materials, Inc., was finalized.

Resonetics, based in Nashua, New Hampshire, and whose main shareholders are the global investment firm Carlyle and the leading private equity firm GTCR, is a leading company in the design and manufacturing of devices for the medical and life sciences industry. The company is focused on the production and assembly of components with high technological value and provides its customers with a wide range of solutions and services, from design and development to large-volume prototyping.

The scope of the sale included the entire SAES production process in the Nitinol business, vertically integrated (from the Nitinol alloy melting to the component manufacturing) and entirely located in the US. Please note that the Group's business in the shape memory alloys for industrial applications (SMA Materials Business, within the SAES Industrial Division) not carried out by the two U.S. subsidiaries being divested was excluded from the scope of the sale and it will continue to be managed by SAES Getters S.p.A. With this regard, a specific contract for the supply by Resonetics to SAES of the Nitinol raw material necessary for the Group to continue its industrial SMA business was signed. In addition, please note that also the Group's medical business, that uses Nitinol educated wires and Nitinol-based thermostatic actuators (already classified in the SMA Materials Business, within the SAES Industrial Division) was excluded from the scope of the sale.

The consideration was equal to \$900 million (corresponding to approximately 17 times the adjusted EBITDA related to the scope of the sale in the period October 1, 2021 - September 30, 2022), plus a negative adjustment equal to \$21.6 million, calculated on the basis of the estimated value of working capital, debt and cash on the closing date, resulting in a provisional closing price of \$878.4 million. This price, as usual, will be subject to verification procedures that are likely to be completed within the end of the year.

Please note that \$15 million will be deposited as escrow, as usual in this type of transactions, to cover any tax liabilities of the US companies being sold that may arise in the future. For further details, please refer to the press release issued on October 2, 2023.

On October 2, 2023, the Board of Directors of SAES Getters S.p.A. approved the guidelines on the use of proceeds from the sale of the Nitinol business.

These guidelines provide to submit to the shareholders' approval the following:

  • the distribution of a dividend for the year 2023 equal to €12.51 per share, for a total amount of dividends, related to the year 2023, of approximately €210 million;

  • the promotion by SAES Getters of a partial voluntary tender offer (VTO) of a maximum of 5,700,325 ordinary own shares at a price of €24.56 per share (ex-dividend 2023) for a total maximum consideration of approximately €140 million.

The remaining profit from the sale, approximately equal to €350 million23, will be used to implement a new industrial plan regarding organic and inorganic growth, consistent with the SAES Group's technical and scientific expertise.

Please note that the completion of the own share buyback will occur concurrently with the cancellation of the own shares purchased, without any reduction of the share capital.

The VTO is not expected to be conditional upon the achievement of a minimum number of acceptances. Should the number of shares tendered to the VTO be higher than the maximum number of 5,700,325 tendered, an allocation will be made according to the "pro-rata" method.

It is expected that, once the necessary approvals and authorizations have been obtained, the 2023 dividend may be paid indicatively within the first ten days of May 2024 and that the VTO may be finalized after the payment of the 2023 dividend and, in any case, within the first half of 2024.

On October 12, 2023 the Board of Directors of SAES Getters S.p.A. resolved to pay Flexterra the fourth and final tranche, equal to \$250 thousand, of the additional convertible loan granted on December 7, 2022. Please note that the third tranche, of the same amount, was paid at the end of July 2023.

On October 17, 2023, the closure of the German Branch of SAES Getters S.p.A. was completed.

Business outlook

In the coming quarters we expect sales growth to consolidate further, as well as results, which will benefit also from the effects of the very strong financial position.

***

It should be noted that the Additional periodic financial information as at September 30, 2023 is unaudited.

***

Consob regulatory simplification process

Please note that, on November 13, 2012, the Board of Directors has approved, pursuant to article no. 3 of Consob resolution no.18079/2012, to adhere to the opt-out provisions as envisaged by article no.70, paragraph 8, and no. 71, paragraph 1-bis, of the Consob Regulation related to Issuer Companies, and it therefore avails itself of the right of making exceptions to the obligations to publish information documents required in connection with significant mergers, spin-offs and capital increases by contributions in kind, acquisitions and disposals.

The Officer Responsible for the preparation of corporate financial reports of SAES Getters S.p.A. certifies that, in accordance with the second subsection of article 154-bis, part IV, title III, second paragraph, section V-bis, of Legislative Decree February 24, 1998, no. 58, the financial information included in the present document corresponds to book of account and book-keeping entries.

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The Officer Responsible for the preparation of corporate financial reports Giulio Canale

23 Net of the amount of \$15 million that will be deposited as escrow.

Lainate, Milan - Italy, November 13, 2023

On behalf of the Board of Directors Dr Ing. Massimo della Porta President

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