Saes Getters

Delisting Announcement • Jul 31, 2023

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

PROVISIONAL RESULTS OF THE PARTIAL VOLUNTARY PUBLIC TENDER OFFER PROMOTED BY SAES GETTERS S.P.A. ON SAVINGS SHARES OF SAES GETTERS S.P.A.

PRESS RELEASE PURSUANT TO ARTICLE 36 OF THE REGULATION ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF 14 MAY 1999 AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED

Milan, 31st July 2023

SAES GeĴers S.p.A. ("SAES GeĴers" or the "Offeror") announces that today the Acceptance Period (which started on 11 July 2023) of the partial voluntary tender offer (the "Offer") promoted by SAES GeĴers on n. 1,364,721 savings shares of SAES GeĴers (the "Savings Shares") has ended.

Unless otherwise defined in this press release, capitalized words have the meaning ascribed to them in the offer document approved by Consob resolution no. 22766 of 6 July 2023 and published on 7 July 2023 (the "Offer Document").

Based on the provisional results of the Offer communicated by Intermonte SIM S.p.A. in its capacity as the Intermediary in Charge of Coordinating the Collection of Subscriptions, as of the end of the Acceptance Period, no. 4,807,155 Savings Shares have been tendered, corresponding to approx. 352.245% of the Savings Shares Subject to the Offer, approx. 65.150% of the Savings Shares and approx. 21.801% of the share capital of SAES GeĴers, for a total amount, calculated based on the Offer's Consideration (equal to Euro 29.31 for each Savings Share), before the application of the Allocation Coefficient ("Coefficiente di Riparto"), of Euro 140,897,713.05.

Please note that, as indicated in the Offer Document, since the number of Savings Shares tendered into the Offer is higher than the number of Savings Shares Subject to the Offer (as indicated above), in the event that all the conditions of the Offer are fulfilled and the Offer becomes effective, the Savings Shares tendered will be allocated according to the "pro-rata" method described in the Offer Document.

Based on the provisional results of the Offer, the applicable Allocation Coefficient ("Coefficiente di Riparto") is approx. 28.389%.

It should be noted that, during the Acceptance Period of the Offer, the Company made no purchases, either directly or indirectly, of Savings Shares outside of the Offer.

Please note that, as indicated in the Offer Document, the effectiveness of the Offer – and as a result also the effectiveness of the Mandatory Conversion – was subject to the condition that the number of Savings Shares tendered into the Offer would allow the Offeror to purchase all the no. 1,364,721 Savings Shares Subject to the Offer, which was fulfilled on 20 July 2023, as announced by means of a press release on the fulfilment of the threshold condition published on the Offeror's website on the same date. As indicated in the Offer Document, moreover, the Offer and the Mandatory Conversion remain subject to (A) the non-adoption and/or publication, by the second Trading Day prior to the Payment Date, by competent institutions, entities or authorities, of legislative or administrative acts or measures (including public tender offer obligations pursuant to articles 106 et seq. of the Consolidated Law on Finance) or judicial decisions such as to preclude, limit or make more onerous, in whole or in part, even only temporarily, the completion of the Offer; (B) the non-occurrence, by the second Trading Day prior to the Payment Date, of (i) events or situations, not known to the Offeror and/or the market as at 31 May 2023, which entail significant changes in the national and/or international political, financial, economic, currency-related or market situation, which have or could reasonably have substantially prejudicial effects on the business conditions and/or on the assets, economic and/or financial conditions of SAES GeĴers and/or of the relevant Group – as reflected in SAES GeĴers' annual and consolidated financial statements as at 31 December 2022 and periodic financial reporting as at 31 March 2023 – and/or on the Offer; and/or (ii) events or situations, not known to the Offeror and/or the market as at 31 May 2023, concerning SAES GeĴers and/or the relevant Group that cause or could reasonably cause substantially prejudicial effects on the business conditions and/or on the assets, economic and/or financial conditions of SAES GeĴers and/or of the relevant Group – as reflected in SAES GeĴers' annual and consolidated financial statements as at 31 December 2022 and periodic financial reporting as at 31 March 2023 – and/or on the Offer. It is understood that this condition also includes, inter alia, all circumstances listed under (i) and (ii) above that may arise as a result of, or in connection with, the conflict between Russia and Ukraine and the political and military tensions between China and the USA and a possible resurgence of the Covid-19 pandemic (which, although they are known phenomena and in the public domain, may entail consequences that are not currently foreseeable for the business conditions and/or the assets, economic and/or financial conditions of SAES GeĴers and/or of the relevant Group and/or for the Offer); and (C) to the fact that on the second Trading Day prior to the Payment Date, the official price of the Company's ordinary shares is not lower than Euro 23.49 and the official price of the Company's Savings Shares is not lower than Euro 15.78 ((A), (B) and (C), together, the "Residual Conditions of the Transaction").

The Offeror may waive, or modify as to their terms, at any time and at its sole discretion, in whole or in part, the Residual Conditions of the Transaction.

If the Offer becomes effective, the Consideration due to the holders of Savings Shares tendered into the Offer and purchased by SAES GeĴers, equal to Euro 29.31 for each Savings Share, will be paid on 4 August 2023, for a Maximum Disbursement equal to Euro 39,999,972.51, against the simultaneous transfer of ownership of such Savings Shares in favor of the Company and their resulting automatic cancellation.

The excess no. 3,442,434 Savings Shares as a result of the Allocation ("Riparto") will be made available to the subscribing shareholders by the first Trading Day following the press release that will announce the effectiveness of the Offer.

Please note that the Offer is a component of a single Transaction that also includes the Mandatory Conversion of the no. 6,013,898 Savings Shares not purchased by the Company through the Offer into ordinary shares of SAES GeĴers. In this regard, it should be noted that the various components of the Transaction are inseparable, and it is therefore expected that the Offer and the Mandatory Conversion will be completed in the same context. In the event that the Offer becomes effective, all excess Savings Shares returned to the subscribing shareholders as a result of the Allocation ("Riparto") and/or not tendered into the Offer will therefore be automatically converted into ordinary shares of the Company on the basis of the ratio of no. 1 ordinary share for each no. 1 Savings Share of the Company and, as a result, the Savings Shares will be cancelled.

The effective date of the Mandatory Conversion is scheduled (in the event that the Offer becomes effective) on 4 August 2023. A total of no. 6,013,898 ordinary shares of the Company, corresponding to all no. 3,900,000 Treasury Ordinary Shares of the Offeror and to no. 2,113,898 newly issued ordinary shares, without increasing the share capital, will be used for the purposes of the Mandatory Conversion.

In the event of the Offer becoming effective, with the resulting cancellation of the Savings Shares purchased, and of the effectiveness of the Mandatory Conversion, the Company's share capital will be represented by no. 16,785,248 ordinary shares and the total number of exercisable voting rights will be equal to 21,803,734 (taking into account the no. 5,018,486 ordinary shares that have obtained increased voting rights pursuant to article 11 of the Offeror's by-laws). For information purposes, it should be noted that, based on the number of total ordinary shares resulting from the completion of the Transaction, the implied accounting par value of the shares will be about Euro 0.72802 per share. In addition, following the effectiveness of the Mandatory Conversion, the resulting amendments to the by-laws approved on 31 May 2023 will also become effective.

In the event that any of the Residual Conditions of the Transaction is not fulfilled and the Company does not exercise its right to waive it, with the resulting ineffectiveness of the Transaction, the Savings Shares tendered into the Offer will be returned to their respective holders, without them incurring any charges or expenses, by the first Trading Day following the press release that will announce the ineffectiveness of the Offer and the Mandatory Conversion.

The fulfilment or non-fulfilment of the Residual Conditions of the Transaction or any decision to waive them, the final results of the Offer, the Allocation Coefficient ("Coefficiente di Riparto") applied, and the confirmation of the effective date and of the terms and conditions of the Mandatory Conversion will be announced in the press release to be issued by SAES GeĴers by 11.59 p.m. on 2 August 2023.

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The Offer is promoted exclusively in Italy, as the Savings Shares are listed exclusively on the EXM - Euronext STAR segment, and is addressed, under equal conditions, to all shareholders holding Savings Shares.

The Offer has not been and will not be promoted or disseminated, directly or indirectly, in the United States of America, Canada, Japan and Australia, as well as in any other State in which the Offer is not permitted in the absence of authorisation by the competent authorities or other obligations by the offeror or is in violation of local rules or regulations (the "Other Countries"), or by using means of communication or international trade (including, by way of example, the postal network, fax, telex, e-mail, telephone and internet) of the United States of America, Canada, Japan, Australia or of the Other Countries, or through any structure of any of the financial intermediaries of the United States of America, Canada, Japan, Australia or the Other Countries, or in any other way. A copy of the Offer Document, or portions thereof, as well as a copy of any document relating to the Offer, are not and must not be sent, nor in any way transmitted, or in any case distributed, directly or indirectly, in the United States of America, Canada, Japan, Australia or Other Countries. Anyone who receives the aforementioned documents must not distribute or send them (either by post or by any other means or instrument of communication or international trade) in the United States of America, Canada, Japan, Australia or Other Countries.

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

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

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

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

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Contacts:

Emanuela Foglia Investor Relations Manager Tel. +39 02 93178 273 E-mail: investor_relations@saes-group.com

Corporate Press Office Close to Media Tel. +39 02 70006237 Enrico Bandini E-mail: enrico.bandini@closetomedia.it Simone Bellanova E-mail: simone.bellanova@closetomedia.it