Saes Getters — Proxy Solicitation & Information Statement 2020

Mar 20, 2020

The present is the English translation of the Italian official report approved by the Board of Directors on March 12, 2020. For any difference between the two texts, the Italian text shall prevail.

Report of the Board of Directors drafted pursuant to Art. 125-ter, first paragraph, of the Italian Consolidated Finance Law, on the single item on the agenda of the Special Meeting of Holders of Savings Shares of SAES Getters S.p.A., convened at the registered offices in Viale Italia, 77, Lainate, in single call on April 21, 2020 at 12.00 am (and in any case at the end of the Ordinary Shareholders' Meeting called, in single call, on the same date)

Shareholders,

The Board of Directors has summoned you to meet in the Special Meeting of Holders of Savings Shares to discuss the appointment of the common representative for holders of savings shares for the period 2020- 2021-2022 and establishing his/her compensation.

The mandate of the current common representative, Dr. Massimiliano Perletti, born in Milan the 20th of July 1964, Lawyer and charter member of the legal firm Roedl&Partner, appointed by the Special Meeting of the holders of SAES Getters S.p.A. saving shares on April 27, 2017, will expire upon the approval of the SAES Getters S.p.A. financial statements for the year ended at December 31, 2019.

You are therefore invited to appoint the new common representative pursuant to Article 146 of Legislative Decree no. 58 dated February 24, 1998 for the three fiscal years 2020, 2021 and 2022 and to resolve upon on the related annual remuneration which is currently established in the amount of EUR 3,500.00 (three thousand and five hundred).

Dr. Perletti has informed the Company about its intention to attend this office for the three year period 2020- 2022.

With reference to the report above indicated the following resolutions are proposed to the Shareholders:

"The Special Meeting of the Holders of SAES Getters S.p.A. savings shares,

• taking into account the Directors' Report

resolved

• to confirm common representative, Dr. Massimiliano Perletti, born in Milan the 20th of July 1964, Lawyer and charter member of the legal firm Roedl&Partner for the three year period 2020-2022; - to resolve on an annual remuneration of EUR 5,000.00 (five thousand)

Lainate, March 12, 2020

For the Board of Directors

______________________ Dr Ing. Massimo della Porta Chairman