Saes Getters

Proxy Solicitation & Information Statement • May 12, 2023

SAES GETTERS S.P.A.

Registered office in Lainate (Milano), Viale Italia no. 77 Share capital of Euro 12.220.000,00 fully paid up RegistraƟon no. with the Companies Register of Milan – tax ID code - VAT no. 00774910152

NOTICE TO THE SAVING SHAREHOLDERS OF SAES GETTERS S.P.A.

Pursuant to ArƟcle 136 of Consob RegulaƟon no. 11971/1999, as subsequently amended and supplemented

SOLICITATION OF PROXIES PROMOTED BY: SAES GETTERS S.P.A.

COMPANY IN CHARGE OF THE SOLICITATION AND COLLECTION OF PROXIES FOR THE SPECIAL MEETING OF THE SAVING SHAREHOLDERS OF SAES GETTERS S.P.A.: PROXITALIA S.R.L. – GRUPPO GEORGESON

Foreword

This NoƟce (the "NoƟce") contains the essenƟal informaƟon relaƟng to the solicitaƟon of proxies that SAES GeƩers S.p.A. ("SAES GeƩers" or the "Issuer" or the "Promoter"), in its role as Promoter, pursuant to ArƟcles 136 et seq. of LegislaƟve Decree no. 58 of 24 February 1998, as amended and supplemented (the "TUF"), as well as ArƟcles 135 et seq. of Consob RegulaƟon no. 11971 of 14 May 1999, as amended and supplemented (the "Issuers' RegulaƟon"), intends to make with reference to the special meeƟng of SAES GeƩers' saving shareholders convened, in single call, for May 31, 2023 at 11:00 a.m. (and in any case at the end of the ordinary and extraordinary shareholders' meeƟng scheduled, in single call, on the same date), to be held at SAES GeƩers' offices in Milan, Piazza Castello no. 13 (the "Special MeeƟng"). The noƟce of call of the Special MeeƟng, containing, inter alia, the procedures and deadlines for parƟcipaƟon, has been published on the Issuer's website, www.saesgeƩers.com (in the secƟon Investor RelaƟons / Investors Area / Shareholders' MeeƟng).

This noƟce is simultaneously (i) transmiƩed to Consob, Borsa Italiana S.p.A. and Monte Titoli S.p.A. as well as (ii) published on SAES GeƩers' website, www.saesgeƩers.com (in the secƟon Investor RelaƟons / Investors Area / Shareholders' MeeƟng) and on the storage mechanism at .

A. IDENTITY OF THE PROMOTER AND ISSUER

The enƟty promoƟng the solicitaƟon of proxies covered by this NoƟce is SAES GeƩers, which also plays the role of issuer of the saving shares for which the proxies to vote in the Special MeeƟng are being requested.

SAES GeƩers is an Italian registered company limited by shares, with registered office in Lainate (MI), Viale Italia no. 77, tax ID code, registraƟon no. with the Companies Register of Milan and VAT no. 00774910152.

For the collecƟon of proxies and the casƟng of votes at the Special MeeƟng, SAES GeƩers has engaged the assistance of Proxitalia S.r.l. – Gruppo Georgeson, a company that specializes in proxy solicitaƟon and shareholder representaƟon at meeƟngs, with registered office at Via Emilia no. 88, 00187 Rome (RM), registered with the Companies Register at no. 220134/97, tax ID code and VAT no. 05198231002 (the "Delegated Person"), with the specificaƟon that, as stated also in the noƟce of call of the Special MeeƟng, the parƟcipaƟon and the exercise of voƟng rights in the Special MeeƟng shall be carried out exclusively through Computershare S.p.A., with registered office in Milan, Via Mascheroni no. 19, as the appointed representaƟve of the Company pursuant to ArƟcle 135-undecies of the TUF (the "Appointed RepresentaƟve").

The Promoter, through the Delegated Person, will then and in turn confer a sub-proxy and provide voƟng instrucƟons to the Appointed RepresentaƟve, based on the proxies received by the Proxy Deadline (as defined below).

B. DATE OF THE SPECIAL MEETING OF THE SAVING SHAREHOLDERS' AND LIST OF ITEMS ON THE AGENDA

The Special MeeƟng has been convened, in single call, for May 31, 2023 at 11:00 a.m. (and in any case at the end of the ordinary and extraordinary shareholders' meeƟng scheduled, in single call, on the same date), at SAES GeƩers' offices in Milan, Piazza Castello no. 13, in accordance with the procedures and deadlines set forth in the noƟce of call published on the Issuer's website on April 26, 2023 and, as an excerpt, in the daily newspaper MF on April 27, 2023, with the following agenda:

"1. Approval pursuant to ArƟcle 146, paragraph 1, leƩer b) of LegislaƟve Decree No. 58/1998 of the resoluƟons of the extraordinary shareholders' meeƟng regarding the mandatory conversion of saving shares into ordinary shares and the related and/or subsequent amendments to the By-laws. Related and subsequent resoluƟons."

The subject of the solicitaƟon of proxies promoted by the Promoter pursuant to this NoƟce is the only item on the agenda of the Special MeeƟng.

C. PUBLICATION OF PROSPECTUS AND PROXY FORM

The proxy solicitaƟon prospectus (the "Prospectus") and the proxy form ("Proxy Form") will be prepared in advance in accordance with the provisions, respecƟvely, of Schedules 5B and 5C of the Issuers' RegulaƟon, and the Prospectus and Proxy Form will both be published on May 18, 2023 by means of (i) transmission to Consob, Borsa Italiana S.p.A. and Monte Titoli S.p.A., and (ii) publicaƟon on SAES GeƩers' website, www.saesgeƩers.com (in the secƟon Investor RelaƟons / Investors Area / Shareholders' MeeƟng) and on the storage mechanism at as well as on the website hƩp://www.proxitalia.com/sollecitazionesaesgeƩers/.

D. DATE STARTING FROM WHICH THE PARTY WITH VOTING RIGHTS MAY ASK THE PROMOTER FOR THE PROSPECTUS AND THE PROXY FORM, OR ASK THE STOCK EXCHANGE MANAGEMENT COMPANY TO PRODUCE A COPY FOR PERUSAL

Shareholders enƟtled to vote at the Special MeeƟng may obtain or request the Prospectus and the Proxy Form to the Promoter starƟng from May 18, 2023.

E. PROPOSED RESOLUTIONS FOR WHICH THE PROXIES ARE BEING SOLICITED

The Promoter intends to solicit proxies with reference to the only item on the agenda of the Special MeeƟng. In relaƟon to this item on the agenda, the Promoter recommends to vote in favour of the resoluƟon proposed by the Board of Directors of SAES GeƩers, as set out in the explanatory report of the Board of Directors of SAES GeƩers (available at the registered office of the Promoter at Viale Italia no. 77, Lainate (Milan), on the website www.saesgeƩers.com (in the secƟon Investor RelaƟons / Investors Area / Shareholders' MeeƟng), and on the storage mechanism at ) and reported below.

ONLY ITEM ON THE AGENDA
PROPOSED RESOLUTION	SOLICITED VOTE
"The special meeƟng of the saving shareholders,
- having read and approved the Report of the	IN FAVOUR
Board of Directors on the agenda;
- acknowledging the resoluƟons of the
ordinary and extraordinary sessions of the ordinary
shareholders' meeƟng of the Company held today,
which approved the resoluƟons submiƩed for its
approval by the Board of Directors as described in
the Report of the Board of Directors on the items on
the agenda of the ordinary and extraordinary
sessions of the ordinary shareholders' meeƟng of
the Company convened for 31 May, 2023, at 11:00
a.m.;
resolves
1. to approve, pursuant to ArƟcle 146,
paragraph 1, leƩer b), of LegislaƟve Decree
58/1998, as amended and integrated, to the extent
of its competence, the following resoluƟons
approved by the extraordinary shareholders'
meeƟng of SAES GeƩers S.p.A. held today:
"The extraordinary shareholders' meeƟng,
- having read and approved the Report of the
Board of Directors
resolves
1) to cancel, keeping the amount of the share
capital unchanged, all saving shares that will be
purchased as a result of the voluntary tender offer
to be promoted by the Company in order to
implement the authorizaƟon to purchase saving
treasury shares which is the subject of today's
ordinary resoluƟon ("VTO"), so that all no.
1,364,721 saving treasury shares that will be
tendered into the VTO will be automaƟcally
cancelled and deleted starƟng from the exact
moment of their transfer to the Company by the
shareholders tendering into the VTO, under the
terms and condiƟons of the VTO that shall be
determined by the Board of Directors; all of it with
the ensuing effects provided for by law;
2) to approve the mandatory conversion of the
saving shares in circulaƟon at a raƟo of 1 ordinary
share for each 1 saving share, through the use, for
the purposes of the conversion, of the ordinary
treasury shares held by the Company up to the total
number of ordinary treasury shares, and, for the
rest, through the issuance, without increasing the
share capital, of no. 2,113,898 new ordinary shares,
with simultaneous cancellaƟon of the saving shares
subject to conversion, the foregoing being

condiƟoned upon the transfer of ownership and the payment of the price of the shares subject to the VTO (therefore meaning that the conversion will not take place if the transfer of ownership and the payment of the price of the shares subject to the VTO do not occur), empowering the Board of Directors and, on its behalf, the Chairman and the Deputy Chairman and CEO, to implement the approved conversion, substanƟally in the same context as the cancellaƟon of the saving shares pursuant to item no. 1) above and the transfer of ownership and payment of the price of the shares subject to the VTO, seƫng the effecƟve date in accordance with applicable provisions;

3) to amend ArƟcles 4, 5, 6, 11, 26 and 30 of the Company's By-laws, effecƟve as of the implementaƟon of the resoluƟon menƟoned in item no. 2) above; in accordance with the indicaƟons set out in the Directors' Report;

4) to also establish that the mandatory conversion of saving shares referred to in item no. 2) of the extraordinary session and in item no. 3) of the extraordinary session (and therefore the effects of the withdrawals that may be exercised by eligible saving shareholders) are subject to the fulfillment of the following twofold condiƟon precedent (i) that the same resoluƟons on the mandatory conversion of saving shares and related by-laws amendments be approved by the competent special meeƟng of saving shareholders pursuant to ArƟcle 146, paragraph 1, leƩer b) of LegislaƟve Decree No. 58 / 1998 and (ii) that the amount to be paid by the Company to the saving shareholders who have exercised their right of withdrawal, by the end of the opƟon right and right of first refusal period set forth by ArƟcle 2347-quater of the Italian Civil Code, does not exceed the amount of Euro 5 million, unless this condiƟon (ii) is waived by the Company by means of a resoluƟon of the Board of Directors; it being understood that, in the event that both condiƟons are met or the first condiƟon is met and the second condiƟon is waived, the above resoluƟons shall become effecƟve in accordance with the provisions of item no. 2) of the extraordinary session;

5) to authorize the Board of Directors to sell any treasury shares acquired as a result of the exercise of the right of withdrawal, at the end of the liquidaƟon process pursuant to ArƟcle 2437-quater of the Italian Civil Code, without limitaƟons, at a price not lower than the market price of the shares at the Ɵme of the performance of each transacƟon reduced by up to 10%, with the specificaƟon that the transacƟons may be carried out on the market or off the market;

6) to amend, effecƟve starƟng from, and subject to, the implementaƟon of the resoluƟon under item no. 2), the resoluƟon of the extraordinary shareholders' meeƟng of the Company to be held on April 28, 2023 in relaƟon to the powers granted to the Board of Directors to increase the share capital, by deleƟng any references to saving shares, while maintaining the final deadline for the exercise of the powers and without amending the rest of its contents, as indicated in the amended wording below:

"The directors have the power for the period of five years starƟng from the date of the resoluƟon of April 28, 2023, to increase the Share Capital in one or more tranches up to an amount of Euro 15,600,000 (fiŌeen million six hundred thousand/00); it is specifically provided that the powers may be exercised:

• by means of one or more gratuitous capital increases (i) without issuance of new shares (with a consequent increase in the implied book value of all shares already in circulaƟon) or (ii) with allocaƟon of ordinary shares, in proporƟon to the ordinary shares held, in compliance with the provisions of ArƟcle 2442 of the Italian Civil Code and with the specificaƟon that the increase may take place within the limit of the delegated amount - by allocaƟng the available reserves recorded in the financial statements for the financial year closed on December 31, 2022, without prejudice to the obligaƟon of the Board of Directors to verify their existence and availability of use at the Ɵme of the capital increase

and/or

• by means of one or more divisible or indivisible paid capital increases, with the issuance of ordinary shares having the same characterisƟcs (including enƟtlement) as the corresponding shares already in circulaƟon, to be offered in opƟon to those having pre-empƟve rights, with the power for the Board of Directors to determine the subscripƟon price as an amount equal to or greater than (but in no event lower than) the implied book value of the shares in circulaƟon at the Ɵme of the board resoluƟon(s) of issue and to set any share premium to be allocated to a specific reserve.";

7) to grant the Chairman and the Deputy Chairman and CEO, severally, any necessary powers to implement these resoluƟons, also in conjuncƟon and coordinaƟon with the competent authoriƟes

and Borsa Italiana S.p.A., including the powers to
determine the operaƟonal procedures and Ɵmings,
to sub-delegate and to make, where necessary for
the purposes of these resoluƟons, any addiƟons,
amendments and deleƟons of a non-substanƟal
nature to these resoluƟons and to the related By
laws amendments."

Pursuant to ArƟcle 138, paragraph 2, of the Issuers' RegulaƟon, if the voƟng instrucƟons given by the solicited person do not conform to the Promoter's recommendaƟon, the laƩer shall exercise the vote, through the Delegated Person, in accordance with the instrucƟons received, even if they differ from the proposal indicated above.

F. OTHER INFORMATION

Please be advised that, for the proxies to be valid, the appropriate form must be filled out, signed and dated by the person enƟtled to vote at the Special MeeƟng. The form must be received from the Promoter, through the Delegated Person, no later than 18:00 on May 29, 2023 (the "Proxy Deadline"), and must be delivered using one of the following methods:

• by e-mail to: sollecitazione-saesgeƩers@proxitalia.com

or - by fax to the following number: +39 06 99332795

or

• by registered leƩer, courier or hand-delivered at the address: Proxitalia S.r.l. at Georgeson, Via Emilia 88, 00187 Roma (RM), to the aƩn. of Ms. Roberta Armentano

Without prejudice to the need to send the proxy by e-mail or fax to the addresses set out above (and it being understood and agreed that the form transmiƩed in this manner shall be the authenƟc form), the original of the proxy may also be sent by mail service or hand delivered to the Promoter, through the Delegated Person, or a digitally signed electronic document may be transmiƩed pursuant to ArƟcle 20, paragraphs 1-bis and 1 ter of LegislaƟve Decree no. 82 of 7 March 2005.

The Proxy Form must be accompanied (i) in case of a physical person, by a photocopy of the person's idenƟty document, or (ii) in case of a legal person or other enƟty, by a photocopy of the updated cerƟficate issued by the Companies Register or of the special power of aƩorney, or of another document aƩesƟng to the delegate powers of the person signing the proxy in the name and on behalf of the legal person or other enƟty; and (iii) by a copy of the request to aƩend and vote at the shareholders' meeƟng submiƩed to the intermediary of the person granƟng the proxy.

The Promoter shall not be liable for any failure to vote in relaƟon to proxies received aŌer the Proxy Deadline and/or proxies which, although received before the deadline, do not fully comply with the law. The proxy granted to the Promoter, through the Delegated Person, may be revoked at any Ɵme by means of a wriƩen declaraƟon brought to the aƩenƟon of the Promoter and of the Delegated Person by 18:00 on May 29, 2023, delivered in the same manner indicated above for the delivery of the Proxy Form.

Please note that, pursuant to ArƟcle 135-novies, paragraph 2, of the TUF, in the event that a shareholder holds saving shares deposited in several securiƟes accounts, the shareholder may delegate a different representaƟve for each securiƟes account, or else may delegate a single representaƟve for all securiƟes accounts. Please also be advised that the persons enƟtled to vote who grant a proxy must ask the intermediary keeping the account on which their saving shares are registered to noƟfy the Issuer, with the methods and within the deadlines provided by applicable laws, of their enƟtlement to aƩend the Special MeeƟng and exercise their voƟng rights.

***

With respect to parƟcipaƟon and the exercise of voƟng rights, please bear in mind that, pursuant to ArƟcle 83-sexies of the TUF:

a) the enƟtlement to aƩend the Special MeeƟng and exercise voƟng rights is cerƟfied by a statement made to the Issuer by an intermediary enrolled in the centralized system of Monte Titoli S.p.A. on behalf of the person with voƟng rights, on the basis of the evidence resulƟng from the end of the accounƟng day of the seventh market trading day prior to the scheduled date of the Special MeeƟng (coinciding with the date of Friday, May 22, 2023);

b) only those persons holding voƟng rights on that date (Friday, May 22, 2023) shall be enƟtled to aƩend and vote at the Special MeeƟng.

***

It being understood that, in light of the state of emergency legislaƟon introduced pursuant to ArƟcle 106, paragraph 4, of Decree law no. 18/2020, as also stated in the noƟce of call of the Special MeeƟng, the parƟcipaƟon and exercise of voƟng rights at the Special MeeƟng may only be carried out through the Appointed RepresentaƟve pursuant to ArƟcle 135-undecies of the TUF (i.e. Computershare S.p.A.), for the purposes of the solicitaƟon, collecƟon and exercise of the proxies which are the subject of this NoƟce, the Promoter shall be assisted by the Delegated Person, in the persons of, severally:

• Roberta Armentano, born in Castrovillari (CS), on March 12, 1982, tax ID code RMNRRT82C52C349Y;
• Silvia Penso, born in Rome (RM) on April 5, 1979, tax ID code PNSSLV79D45H501L;
• Luca Messina, born in Naples (NA), on April 6, 1985, tax ID code MSSLCU85D06F839W.

Lainate, May 12, 2023

SAES GeƩers S.p.A.