
CONCLUSION OF THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF THE SAVINGS SHAREHOLDERS OF SAES GETTERS S.P.A.
Lainate, 31 May 2023 - SAES Getters S.p.A., as promoter of the solicitation of voting proxies for the Special Meeting of the Savings Shareholders held on 31 May 2023 (the "Special Meeting"), pursuant to Article 137, paragraph 5 of Consob Regulation No. 11971/1999, hereby announces:
- that it has received no. 18 valid, effective proxies with voting instructions for a total of no. 160,230 shares, representing approximately 2.17% of the savings share capital;
- that it has further received
- o n. 3 formally invalid proxies for a total of no. 5,700 shares, equal to 0.08% of the savings share capital and
- o n. 4 proxies, representing no. 2,750 shares, equal to approximately 0.04% of the savings share capital, which, although formally valid, were not admitted to the vote due to the absence of the required intermediary's communication (ineffective proxies).
The Special Meeting resolved to vote favourably on the only item on the agenda and subject to solicitation:
"Approval pursuant to Article 146, paragraph 1, letter B) of Legislative Decree No. 58/1998 of the resolutions of the Extraordinary Shareholders' Meeting regarding the mandatory conversion of savings shares into ordinary shares and the related and/or subsequent amendments to the By-laws. Related and subsequent resolutions."
- votes in favour for no. 3,181,659 shares, amounting to approximately 43.12% of the savings share capital;
- votes against for no. 0 (zero) shares;
- abstentions for no. 0 (zero) shares.
Please note that the mandatory conversion of savings shares into ordinary shares and the related amendments to the By-laws resolved upon today are subject:
- to the condition precedent that the amount that SAES Getters S.p.A. shall pay, at the end of the option and pre-emption offer period pursuant to art. 2437-quater of the Italian Civil Code, to the savings shareholders who did not take part to the resolution and exercised their right of withdrawal, does not exceed the amount of €5 million, unless SAES Getters S.p.A. waives such condition by resolution of the current board of directors. SAES Getters S.p.A. will give information on the fulfillment or nonfulfilment of such condition precedent by means of a press release that will be published, inter alia, on the website www.saesgetters.com;
- to the transfer of ownership and the payment of the consideration for all the no. 1,364,721 savings shares subject to the public tender offer that SAES Getters S.p.A. - as communicated pursuant to art. 102 of Legislative Decree no. 58/1998 on 31 May 2023 - has promoted in execution of the authorization to purchase savings shares approved by the shareholders' meeting of SAES Getters S.p.A. also held on 31 May 2023. The acceptance period for the aforementioned public tender offer will be determined pursuant to applicable laws.
The free telephone number 800 125 548 is still available for clarification.