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Saes Getters

M&A Activity May 23, 2024

4297_rns_2024-05-23_beeb5e76-39b4-4bac-8e0b-f9d003373ea6.pdf

M&A Activity

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PRESS RELEASE Milan, May 23, 2024

APPROVED THE ISSUER'S ANNOUNCEMENT IN CONNECTION WITH THE VOLUNTARY TOTAL TENDER OFFER PROMOTED BY S.G.G. Holding S.p.A.

The Board of Directors of SAES Getters S.p.A. (the "Issuer"), which met today, approved the press release (the "Issuer's Communication") prepared pursuant to Article 103, paragraphs 3 and 3 bis, of Legislative Decree No. 58 of February 24, 1998, as amended (the "TUF") and Article 39 of the Regulations adopted by Consob Resolution No. 11971 of May 14, 1999, as subsequently amended (the "Issuers' Regulations") and containing the reasoned assessment of the Board of Directors (i) on the voluntary tender offer promoted pursuant to Articles 102, paragraph 1, of the TUF by SGG Holding S.p.A. (the "Offeror") on all the shares of the Issuer, excluding the Shares already owned by the Offeror (the "Offer") and (ii) on the appropriateness of the related consideration.

For the purpose of the issuance of the Issuer's Communication, the Board of Directors has, inter alia, reviewed and taken into account (i) the opinion issued on May 23, 2024 by the Independent Directors pursuant to Article 39-bis of the Issuers' Regulations (the "Independent Directors' Opinion") to which was attached the opinion issued by Pricewaterhousecoopers Business Services S.r.l., as financial advisor appointed by the Independent Directors themselves for the purposes of their evaluations, as well as (ii) the fairness opinion issued by Lazard Srl, as financial advisor appointed by the Board of Directors (the "Fairness Opinion").

At the outcome of the meeting, the Board of Directors, also on the basis of the content of the Fairness Opinion and the Opinion of the Independent Directors, unanimously considered fair and correct, from a financial point of view, the consideration of Euro 26.30 (ex-dividend 2023) per share of the Issuer that will be brought to the Offer, empowering the Chairman of the Board of Directors, Massimo della Porta, to make any amendments, additions and updates to the Issuer's Communiqué that may be necessary or even merely appropriate under applicable regulations or that may otherwise be required by the competent authorities.

For the details and considerations made by the Board of Directors, please refer to the Issuer's Communication which will be attached to the offer document relating to the Offer, together with the Independent Directors' Opinion and Fairness Opinion. All such documents will be published by the Offeror within the terms and in the manner prescribed by law.

SAES Group

A pioneer in the development of getter technology, the company SAES Getters S.p.A., together with its subsidiaries is a world leader in a variety of scientific and industrial applications that require high vacuum conditions. In more than 80 years of activity, the Group's getter solutions have been supporting technological innovation in the information display and lamp industries, in sophisticated high vacuum systems and in vacuum thermal insulation, in technologies spanning from large vacuum power tubes to miniaturized devices such as silicon-based microelectronic and micromechanical systems (MEMS).

Starting 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, particularly the market of shape memory alloys, a family of materials characterized by super elasticity 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 realization of actuator devices for the industrial sector (domotics, white goods industry, consumer electronics, healthcare, automotive and luxury sector).

More recently, SAES has expanded its business by developing a technological platform that integrates getter materials in a polymeric matrix. These products, initially developed for OLED displays, are currently used in new application sectors, among which optoelectronics, advanced photonics, telecommunications (5G) and mobile phones above all. SAES also offers functional acoustic composites for the consumer electronics market and new functional materials developed from two main technological platforms are being validated: special zeolites and microcapsules. These new developments can find application in various sectors, from cosmetics to the paint & coatings segment, as well as that of polymers of natural origin.

Among the most recent applications, 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 solutions. Finally, please note the recent establishment of the new unit dedicated to consumer innovation, called B!POD, created with the aim of developing and marketing sustainable products and solutions and combating food waste.

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

SAES Group's headquarters are based in Milan.

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

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

Contacts:

Emanuela Foglia Investor Relations Manager Tel. +39 02 93178 273 E-mail: [email protected]

Corporate Media Relations Close to Media Tel. +39 02 70006237 Enrico Bandini E-mail: [email protected] Federico Maggioni E-mail: [email protected]

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