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Saes Getters

M&A Activity Jul 20, 2023

4297_rns_2023-07-20_d19a55e8-8411-4acd-9ea2-32efefb2852e.pdf

M&A Activity

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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

PARTIAL VOLUNTARY PUBLIC TENDER OFFER PROMOTED BY SAES GETTERS S.P.A. ON SAVINGS SHARES OF SAES GETTERS S.P.A. FULFILMENT OF THE THRESHOLD CONDITION

Milan, 20th July 2023

SAES Getters S.p.A.("SAES Getters" or the "Offeror") with reference to the partial voluntary public tender offer (the "Offer") promoted by SAES Getters on No. 1.364.721 SAES Getters savings shares (the "Savings Shares"), at the price of Euro 29.31 per Savings Share, informs that as of the date hereof, No. 1,995,281 Savings Shares, in aggregate, have been tendered into the Offer and, therefore, 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 is fulfilled.

The above is without prejudice to the other conditions of the Offer set forth in the offer document relating to the Offer published by the Offeror.

It should be noted that, since the number of Savings Shares tendered into the Offer is higher than the number of Savings Shares subject to the Offer, in the event that all the conditions of the Offer are fulfilled and the Offer becomes effective, the "pro-rata" allocation method will be applied, according to which SAES Getters will purchase from all savings shareholders the same proportion of Savings Shares contributed by them to the Offer, as better described in the offer document relating to the Offer. 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 Getters based on a ratio of No. 1 ordinary share for each no. 1 Savings Share (the "Mandatory Conversion" and, together with the related and/or subsequent amendments to the articles of association and the Offer, the "Transaction"). The various components of the Transaction are inseparable and it is therefore envisaged, among other things, that the Offer and the Mandatory Conversion will be completed in the same context.

The Offer is still ongoing and the acceptance period for the Offer, agreed with Borsa Italiana S.p.A., will end on 31st July 2023 (included), subject to extensions. The acceptance times for the Offer are from 7.30 a.m. (Italian time) to 17.40 p.m. (Italian time) on all market trading days of the acceptance period except for the last market trading day of the acceptance period (31st July 2023) on which the

final time for acceptance will be at 17.45 p.m. (Italian time). The payment date of the consideration for the Offer is 4th August 2023. Acceptance of the Offer shall be made through the trading support information system pursuant to art. 40, par. 8, of the Consob Issuers' Regulation and art. 4.3.14 of the applicable regulation on markets organized and managed by Borsa Italiana S.p.A..

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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: [email protected]

Corporate Press Office Close to Media

Tel. +39 02 70006237 Enrico Bandini E-mail: [email protected] Simone Bellanova E-mail: [email protected]

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