Saes Getters — AGM Information 2024

Apr 23, 2024

PRESS RELEASE

Milan, April 23, 2024

THE SHAREHOLDERS' MEETING APPROVED THE FINANCIAL STATEMENT AS AT 31 DECEMBER 2023

• Consolidated revenue equal to €121.6 million in FY 2023, compared to €126.6 million in FY 2022
• Consolidated operating result negative for –€22.2 million in FY 2023, with non-recurring costs equal to €14.3 million
• Result from continuing operations equal to -€11 million in FY 2023, compared to -€22.2 million in FY 2022
• Consolidated result equal to €632.3 million in FY 2023, compared to €12.3 million in FY 2022 thanks to the sale of the Nitinol business
• Net financial position positive for €773.3 million, due to the sale of the Nitinol business
• Approved a dividend of €12.51 per share
• The Ordinary Shareholders' Meeting approves the first section of the Remuneration Report with a binding vote
• The Shareholders' Meeting appoints the new Board of Directors and the new Board of Statutory Auditors and determines their related compensation
• The new Board of Directors determines the members and remuneration of the Committees and the Supervisory Body
• Massimo della Porta confirmed President and Group Chief Executive Officer

The Ordinary Shareholders' MeeƟng of SAES GeƩers S.p.A., held today in Milan in telemaƟc mode and chaired by Massimo della Porta, approved the financial statement for the year ended December 31, 2023.

Consolidated revenue for the year 2023 was equal to €121.6 million, down by 3.9% compared to €126.6 million in 2022, mainly penalized by the negaƟve exchange rate effect (-€2.1 million) and by the decrease in the Packaging Division which suffered a contracƟon in consumpƟon due to the inflaƟonary crisis and overstock of raw materials in the converƟng market. The decrease in the Chemicals Division, concentrated in the first half of the year due to the slowdown in the consumer electronics market, was offset by the growth of the Industrial Division (greater sales of SMA alloys in the mobile sector) and of the High Vacuum Division (favored by the acquisiƟon of the 100% of SAES RIAL Vacuum S.r.l.).

Consolidated operaƟng result was negaƟve and amounted to -€22.2 million, compared to a negaƟve result of -€3.4 million in the previous year. The result in 2023 was affected by the exchange rate effect (-€1.2 million) and, above all, by non-recurring costs equal to -€14.3 million, related to the following:

• the provision for the ExecuƟve ReƟrement Agreement (named "isopensione"), signed with Federmanager/Assolombarda at the end of the year, to incenƟvize the voluntary exit of up to a maximum of 15 ExecuƟves of the Parent Company (-€11.4 million);

• severance costs amounƟng to €2.1 million;

• consultancy costs related to governance (€0.8 million).

Please note that in the 2022 non-recurring costs amounted to €2.4 million (costs for the liquidaƟon to the heirs of a strategic employee of the Parent Company, equal to €1.9 million and costs for the liquidaƟon of the Korean subsidiary, equal to €0.5 million).

Excluding both the exchange rate effect and non-recurring costs in both years, as well as the perimeter effect related to the consolidaƟon of SAES Rial Vacuum S.r.l. starƟng from May 2022 (+€0.1 million), the residual difference is equal to - €5.9 million and reflects the decrease in the gross profit, as well as a slight increase in operaƟng expenses (higher personnel costs, especially of the Parent Company, both for normal salary increases and for staff increases, to support future growth; higher commissions on sales of SMA educated wire; markeƟng expenses for the B!POD® project; consultancy costs for new expansion business opportuniƟes).

Result from conƟnuing operaƟons was negaƟve for -€11 million in 2023, compared with a sƟll negaƟve figure equal to -€22.2 million in the previous year: despite a decreasing operaƟng profit, the result from conƟnuing acƟviƟes significantly improved, thanks to the beƩer performance of the financial management, posiƟve in 2023 and strongly negaƟve, due to losses on securiƟes, in the previous year.

Result from disconƟnued operaƟons, net of tax effects amounted to +€643.3 million in 2023 and was mainly composed of the gross capital gain (€735.8 million) generated by the sale of the NiƟnol business, from which the costs related to the transacƟon were deducted, equal to -€120.5 million (mainly legal expenses, consultancy fees, incenƟves for both the personnel of the companies sold and the ExecuƟve Directors and corporate employees involved in this extraordinary corporate transacƟon, as well as differences on exchange rates, costs of the conƟngent derivaƟve underwriƩen in support of the sale and taxes). Finally, this item included the result recorded by the NiƟnol business from January 1 to October 2, 2023 (the effecƟve date of the sale) equal to €28 million.

In 2022 the result from disconƟnued operaƟons amounted to €34.6 million, mainly coinciding with the result of the NiƟnol segment (€36.8 million) coupled with costs related to the sale of -€2.2 million (mainly consultancy fees).

The result for the period in 2023 amounted to €632.3 million, compared to a sƟll posiƟve value of €12.3 million in 2022: the increase was mainly aƩributable to the aforemenƟoned net capital gain on the sale of the NiƟnol business.

The consolidated net financial posiƟon was posiƟve for €773.3 million, a very strong increase compared to the figure as of 30 September 2023, negaƟve and equal to -€20.8 million, thanks to the extraordinary operaƟon for the sale of the NiƟnol business (+€790.8 million the effect on the quarter, net of the monetary costs connected to the sale by SAES and already paid as at 31 December 2023). Finally, in the quarter, please note interest income collected on cash and cash equivalents and bank Ɵme deposits, equal to +€8.1 million, as well as financial flows deriving from post-sale operaƟonal management, equal to +€2.4 million.

The Ordinary General MeeƟng of Shareholders approved the distribuƟon of a dividend of €12.51 per each ordinary share (compared to €0.55 per ordinary share and €0.761464 per savings share in the previous year), paid through the distribuƟon of part of the net result for the year (net of unrealized exchange gains), enƟrely deriving from the net capital gain generated by the sale of the US subsidiaries Memry CorporaƟon and SAES Smart Materials, Inc.

***

The dividend will be paid on May 2, 2024; the share will trade ex-dividend starƟng from April 29, 2024, following the detachment of the coupon no. 40, while the record date related to the dividend payment is April 30, 2024.

Please note that from August 2023 savings shares were no longer traded, as they had been canceled or converted into ordinary shares.

The Ordinary Shareholders' Meeting approved, pursuant to article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree no. 58/1998, with binding vote, the first section of the Remuneration Report and, pursuant to article 123-ter, paragraph 6, with non-binding vote, the second section of the Remuneration Report.

The Shareholders' Meeting did not approve the proposals of the Board of Directors with reference to point no. 5 of the ordinary part and to point no. 1 of the extraordinary part, since S.G.G. Holding S.p.A. (as anticipated in the press release issued on April 16, 2024 pursuant to Article 102, paragraph 1 of the Legislative Decree 58/1998) voted against.

The Ordinary Shareholders' MeeƟng resolved to set the number of members of the Board of Directors at nine, which will remain in office unƟl the approval of the financial statements as of 31 December 2026, appoinƟng Directors on the basis of the list presented by the relaƟve majority shareholder S.G.G. Holding S.p.A., Messrs. Massimo della Porta, Alessandra della Porta, Luigi Lorenzo della Porta, Francesca Corberi, Andrea Doglioƫ, Tommaso Nizzi, Maria Pia

		SAES Group – Press Release
		Maspes, Cecilia Braggioƫ, and, on the basis of the list presented by a plurality of minority shareholders, Mr. Marco
Reggiani.
relaƟons/corporate-governance/).		The curriculum vitae of each Director is available on the Company's website (www.saesgeƩers.com/investor
		The Ordinary Shareholders' MeeƟng also determined the overall annual compensaƟon expected for the Board of
	Directors pursuant to arƟcle 18 of the ArƟcles of AssociaƟon at €280,000.
		Below are the shareholdings in the Company's share capital currently held by the Directors.
First name and surname	Company	no. of shares
Massimo della Porta	SAES Getters S.p.A.	-
Alessandra della Porta	SAES Getters S.p.A.	39,282 (*)
Luigi Lorenzo della Porta	SAES Getters S.p.A.	23,304
Francesca Corberi	SAES Getters S.p.A.	782
Andrea Dogliotti	SAES Getters S.p.A.	110,673
Tommaso Nizzi	SAES Getters S.p.A.	1,184
Maria Pia Maspes	SAES Getters S.p.A.	-
Cecilia Braggiotti Marco Reggiani	SAES Getters S.p.A. SAES Getters S.p.A.	- -

The Ordinary Shareholders' MeeƟng then appointed Messrs. Alvise Deganello (Chairman, presented from the list of minority shareholders), Sara Anita Speranza and Maurizio Gileƫ (Statutory Auditors, presented by the list of the relaƟve majority shareholder S.G.G. Holding S.p.A.) as members of the Board of Statutory Auditors, unƟl the approval of the financial statements as of 31 December 2026. Furthermore, Alessandro MarƟnelli (presented from the list of the relaƟve majority shareholder S.G.G. Holding S.p.A.) and CrisƟna ChianƟa (presented from the list of minority shareholders) were appointed Alternate Auditors.

The curriculum vitae of each Statutory Auditor is available on the Company's website (www.saesgeƩers.com/investorrelaƟons/corporate-governance/).

The remuneraƟon for each year of office was set at a total of €120,000 (of which €50,000 for the Chairman and €35,000 for each of the Standing Auditors).

None of the Auditors owns shares in SAES GeƩers S.p.A.

The new Board of Directors of SAES GeƩers S.p.A., met immediately aŌer the Shareholders' MeeƟng, verified the suitability of each director appointed to hold the office, and the independence requirements of the independent directors Maria Pia Maspes, Cecilia Braggioƫ and Marco Reggiani on the basis of the informaƟon provided by the interested parƟes, confirming, on the basis of the requirements referred to arƟcle 148, paragraph 3, of the TUF (referred to arƟcle 147-ter, paragraph 4, of the TUF), and with reference to all the criteria idenƟfied by the Corporate Governance Code, their qualificaƟon as "independent", as there are no situaƟons even abstractly aƩributable to the hypotheses idenƟfied by the Code as symptomaƟc of a lack of independence.

The new Board of Directors of SAES GeƩers S.p.A also verified, on the basis of the informaƟon provided by the interested parƟes or in any case available to the Company, that the members of the Board of Statutory Auditors possess the independence requirements envisaged by arƟcle 148, paragraph 3, of the TUF.

The Board appointed Massimo della Porta as Chairman of the Company and Group Chief ExecuƟve Officer.

The Board also appointed:

• Maria Pia Maspes (independent director) as Lead Independent Director;

• Alessandra della Porta (non-independent director) and Cecilia Braggiotti (independent director) as members of the Audit and Risk and Sustainability Committee; Marco Reggiani (independent director) as Chairman of the Audit and Risk and Sustainability Committee;

• Cecilia Braggiotti (independent director) and Tommaso Nizzi (non-independent director) as members of the Remuneration and Appointment Committee; Maria Pia Maspes (independent director) as Chairman of the Remuneration and Appointment Committee.

Finally, Marco Reggiani (independent director), Cecilia Braggioƫ (independent director), Sara Anita Speranza (EffecƟve Statutory Auditor) and Fabio Innocenzi (Group Internal Audit & Risk Management of SAES GeƩers S.p.A.) were appointed members of the Supervisory Body; Maria Pia Maspes (independent director) as Chairman of the Supervisory Body.

The Board of Directors appointed Gianfranco Baldin as the Officer responsible for the preparaƟon of the corporate financial reports in accordance with the arƟcle 154-bis of the LegislaƟve Decree no. 58/1998 and as Chief Financial Officer. Such appointment occurred upon the favorable opinion of the Board of Statutory Auditors and pursuant to the legal requirements of professional skills stated by the Company's By-laws, as prescribed by law.

The Board of Directors confirmed that the CommiƩee for TransacƟons with Related ParƟes is composed by the independent directors (Maria Pia Maspes, Cecilia Braggioƫ e Marco Reggiani) and is chaired by the Lead Independent Director (Maria Pia Maspes).

The new Board of Directors resolved to fix a yearly compensaƟon equal to €15,000 for each member of the Audit and Risk and Sustainability CommiƩee, increased by an addiƟonal amount of €5,000 for the chairman of the commiƩee itself; to fix a yearly compensaƟon for each member of the RemuneraƟon and Appointment CommiƩee equal to €15,000, increased by an addiƟonal amount of €5,000 for the chairman of the commiƩee itself; to fix a yearly compensaƟon for each member of the CommiƩee for TransacƟons with Related ParƟes equal to €10,000, increased by an addiƟonal amount of €15,000 for the chairman of the commiƩee itself.

Finally, the Board of Directors resolved to fix a yearly compensaƟon equal to €20,000 for each member of Supervisory Body, increased by an addiƟonal amount of €5,000 for the chairman of the Supervisory Body.

The yearly compensaƟon for the Lead Independent Director was determined in €30,000.

***

The main data extracted from the consolidated financial statements are aƩached below.

Abstract from Consolidated Financial Statements

(millions of euro)

Consolidated income statement figures	2023	2022
Revenue	121.6	126.6
R&D expenses	10.9	10.1
DepreciaƟon of property, plant and equipment,	10.3	9.7
intangible assets and right-of-use assets
Personnel cost	67.2	54.2
OperaƟng profit (loss)	(22.2)	(3.4)
Profit (loss) for the period	632.3	12.3

Consolidated balance sheet figures	Dec. 31, 2023	Dec. 31, 2022
Equity aƩributable to the owners of the Parent	823.2	264.1
Property, plant and equipment	53.9	92.7
Net financial posiƟon	773.3	64.3
Purchase of property, plant and equipment	10.3	15.3

The financial informaƟon contained in this document has been object of aƩestaƟon by the Officer responsible for the preparaƟon of corporate financial reports, pursuant to the provisions of the second paragraph of arƟcle 154-bis, Part IV, Title III, Chapter II, SecƟon V-bis, of LegislaƟve Decree no. 58 of February 24, 1998, Dr. Giulio Canale, in office at the Ɵme of the approval of the DraŌ financial statements for the year ending December 31, 2023.

***

SAES Group

A pioneer in the development of geƩer technology, the company SAES GeƩers S.p.A., together with its subsidiaries is a world leader in a variety of scienƟfic and industrial applicaƟons that require high vacuum condiƟons. In more than 80 years of acƟvity, the Group's geƩer soluƟons have been supporƟng technological innovaƟon in the informaƟon display and lamp industries, in sophisƟcated high vacuum systems and in vacuum thermal insulaƟon, in technologies spanning from large vacuum power tubes to miniaturized devices such as silicon-based microelectronic and micromechanical systems (MEMS).

StarƟng in 2004, by leveraging the core competencies in special metallurgy and in the materials science, the SAES Group has expanded its business into the advanced material markets, parƟcularly the market of shape memory alloys, a family of materials characterized by super elasƟcity and by the property of assuming predefined forms when subjected to heat treatment. These special alloys, which today are mainly applied in the biomedical sector, are also perfectly suited to the realizaƟon of actuator devices for the industrial sector (domoƟcs, white goods industry, consumer electronics, healthcare, automoƟve and luxury sector).

More recently, SAES has expanded its business by developing a technological plaƞorm that integrates geƩer materials in a polymeric matrix. These products, iniƟally developed for OLED displays, are currently used in new applicaƟon sectors, among which optoelectronics, advanced photonics, telecommunicaƟons (5G) and mobile phones above all. SAES also offers funcƟonal acousƟc composites for the consumer electronics market and new funcƟonal materials developed from two main technological plaƞorms are being validated: special zeolites and microcapsules. These new developments can find applicaƟon in various sectors, from cosmeƟcs to the paint & coaƟngs segment, as well as that of polymers of natural origin.

Among the most recent applicaƟons, the advanced packaging is a significantly strategic one, in which SAES is offering a range of new products for the food sustainable packaging and competes with recyclable and compostable soluƟons.

Finally, please note the recent establishment of the new unit dedicated to consumer innovaƟon, called B!POD, created with the aim of developing and markeƟng sustainable products and soluƟons and combaƟng food waste.

A total producƟon capacity distributed in eight faciliƟes, a worldwide-based sale & technical service network and almost 700 employees allow the Group to combine mulƟ-cultural skills and experience and to be a truly global enterprise.

SAES Group's headquarters are based in Milan.

SAES GeƩers S.p.A. is listed on the Italian Stock Exchange Market, Euronext STAR segment, since 1986.

More informaƟon on the SAES Group is available on the website www.saesgroup.com.

Contacts:

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

Corporate Media RelaƟons Close to Media Tel. +39 02 70006237 Enrico Bandini E-mail: enrico.bandini@closetomedia.it Federico Maggioni E-mail: federico.maggioni@closetomedia.it