SAES Getters S p A : Additional periodic financial information as at March 31, 2024

SAES Group - Additional periodic financial information as at March 31, 2024

The present is the English translation of the Italian official report.

For any difference between the two texts, the Italian text shall prevail.

SAES Getters S.p.A.

Capital Stock Euro 12,220,000 fully paid-in

Address of Principal Executive Offices:

Viale Italia, 77 - 20045 Lainate (Milan), Italy

Registered with the Milan Court Companies Register no. 00774910152

Additional periodic financial information as at March 31, 2024

HIGHLIGHTS OF THE FIRST QUARTER OF 2024

In the first quarter of 2024 the SAES Group® recorded consolidated revenue equal to €29 million, up by 1.9% (+€0.5 million) compared to €28.5 million in the corresponding quarter of 2023.

Excluding the exchange rate effect, negative and equal to -1.2%(-€0.4 million) the organic change was positive and equal to +3.1% (+€0.9 million), driven in particular by the Chemicals Division (organic growth of +€1.6 million, made possible by the significant increase in sales in the consumer electronics segment, the current market for the products of this Division) and by the High Vacuum Division (organic growth of +€0.6 million, thanks to the strong sales of NEG pumps in the particle accelerators and scientific instruments). The Packaging Division recorded a stable quarter (the increase in volumes was offset by a drop in sale prices, related to the reduction in the cost of raw materials). Instead, the Industrial Division recorded an organic reduction in revenue of -7.5%(-€1.4 million): the growth in sales of SMA wires for mobile applications was not enough to offset the negative gap in the defense sector (temporary slowdown in shipments attributable to updates of some testing procedures) and the trend of structural decrease in more mature businesses (in particular, getters for thermos).

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SAES Group - Additional periodic financial information as at March 31, 2024

Thousands of euros (except %)

			Total	Organic	Exchange
			rate
Divions and Businesses	1Q 2024	1Q 2023	difference	change
effect
			(% )	(% )
			(% )
Getters & Dispensers	8,824	11,463	-23.0%	-21.7%	-1.3%
Sintered Materials	2,425	2,278	6.5%	7.8%	-1.3%
SMA Materials	5,473	4,583	19.4%	20.3%	-0.9%
SAES Industrial	16,722	18,324	-8.7%	-7.5%	-1.2%
High Vacuum Solutions	7,099	6,594	7.7%	9.8%	-2.1%
SAES High Vacuum	7,099	6,594	7.7%	9.8%	-2.1%
Functional Chemicals	3,552	1,923	84.7%	84.7%	0.0%
SAES Chemicals	3,552	1,923	84.7%	84.7%	0.0%
Packaging Solutions	1,597	1,608	-0.7%	-0.7%	0.0%
SAES Packaging	1,597	1,608	-0.7%	-0.7%	0.0%
Not Allocated	24	11	118.2%	118.2%	0.0%
Consolidated revenue	28,994	28,460	1.9%	3.1%	-1.2%

Consolidated gross profit1 was equal to €11.7 million in the first quarter of 2024, compared to €12.6 million in the corresponding period of 2023: the decrease was mainly concentrated in the Industrial Division and was in line with the revenue trend. To a lesser extent, also the Packaging Division recorded a worsening gross profit, penalized by a more aggressive pricing policy and by the higher incidence of industrial costs (in particular, increase in the cost of gas and labor costs due to the lack of recourse to temporary redundancy payments, from which the Division had benefited in the first quarter of 2023). The currency effect was negative for -€0.3 million; please also note, in 2024, extraordinary costs for severance amounting to €0.1 million.

Gross profit margin2 decreased from 44.2% to 40.5%, again penalized by the decrease in margins in the Industrial and in the Packaging Divisions.

Consolidated operating profit was negative and amounted to -€26.6 million in the first quarter of 2024, penalized by non-recurring costs of €23.9 million (isopensione for employees equal to €13.6 million; costs related to the departure of the Deputy CEO & Group CFO amounting to €9.7 million; costs for the departure of other employees amounting to €0.6 million), net of which the operating loss would have been equal to -€2.8 million. This loss compares with a pro-forma operating loss with adjusted severance costs amounting to -€2.2 million (operating loss of-€3 million and non-recurring severance costs of €0.8 million). The slight worsening was in line with the decrease in gross profit. The currency effect was negative for -€0.2 million.

Consolidated EBITDA3 was negative and equal to -€24.1 million, compared to a still negative value of -€0.5 million in the first quarter of 2023. Excluding non-recurring operating expenses4 in both

• Calculated as the difference between revenue and industrial costs directly and indirectly attributable to the products sold.
  2 Calculated as the ratio between gross profit and revenue.
  3 EBITDA is not deemed as an accounting measure under IFRS standards; however, we believe that EBITDA is an important parameter for measuring the Group's performance and therefore it is presented as an alternative measurement. Since its calculation is not regulated by applicable accounting standards, the method applied by the Group may not be homogeneous with the ones adopted by other Groups. EBITDA is calculated as "Pre-tax profit (loss) for the year, net of exchange differences, share of the profit (loss) of equity-accounted investees, net financial expenses, as well as impairment losses on property, plant and equipment and intangible assets and amortization/depreciation".

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SAES Group - Additional periodic financial information as at March 31, 2024

quarters, the EBITDA would have been substantially in balance (-€0.2 million) and compares with a pro-forma EBITDA of the first quarter of 2023 equal to +€0.3 million: the slight decrease was mainly attributable to the decrease in the Industrial Division, only partially offset by the improvement in the Chemicals and High Vacuum Divisions.

Result for the period was negative and equal to -€14.8 million in the first quarter of 2024 and compares with a result of +€5.2 million in the first quarter of 2023. However, the two figures are not perfectly comparable: in the current quarter the result was negatively influenced by the strong impact of the aforementioned non-recurring costs (-€23.9 million), partly offset by the excellent result of financial management (+€8 million, mainly represented by the interest accrued in the quarter on the Group's cash resources following the sale of the Nitinol business). In the previous quarter, the positive figure was entirely attributable to the result of the Nitinol business, sold in October 2023.

The consolidated net financial position was positive and equal to €754.6 million as at March 31, 2024, down by -18.7% compared to that at December 31, 2023 (€773.3 million): the negative change was concentrated in the operational management and was mostly related to the payment to employees of the second tranche of the Asset Sale Plan related to the extraordinary sale operation of the Nitinol business (approximately -€16 million5).

• In the first quarter of 2024: employee "isopensione" of €13.6 million; costs related to the departure of the Deputy CEO & Group CFO, amounting to €9.7 million; costs for the departure of other employees amounting to €0.6 million. In the first quarter of 2023: €0.8 million for severance.
  5 Also including the payment of 50% of the tax and contribution adjustments linked to the regional and municipal surcharges on the voluntary 30% reduction of the incentive, proposed by the Executive Directors and Managers with Strategic Responsibilities.

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SAES Group - Additional periodic financial information as at March 31, 2024

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of profit or loss

Thousands of euros

	1Q 2024	1Q 2023
	(*)
Revenue	28,994	28,460
Cost of sales	(17,258)	(15,890)
Gross profit	11,736	12,570
Research & development expenses	(2,883)	(2,733)
Selling expenses	(3,869)	(3,758)
General & administrative expenses	(31,497)	(9,190)
(Impairment losses) reversal of impairment losses on trade receivables	0	7
Total operating expenses	(38,249)	(15,674)
Other income	208	251
Other expenses	(336)	(188)
Operating profit (loss)	(26,641)	(3,041)
Financial income	8,125	2,373
Financial expense	(161)	(735)
Impairment losses on loan assets and other financial assets	(627)	(161)
Share of profit (loss) of equity-accounted investees	(250)	0
Exchange gains	646	572
Exchange losses	(404)	(566)
Pre-tax profit (loss)	(19,312)	(1,558)
Income taxes	4,493	(109)
Profit (loss) from continuing operations	(14,819)	(1,667)
Profit from discontinued operations	0	6,833
Profit (loss) for the year	(14,819)	5,166
attributable to:
- the owners of the parent	(14,819)	5,166
- non-controlling interests	0	0

1. The comparative amounts shown in the column are different from the amounts in the Periodic financial reporting at March 31, 2023, in order to reflect reclassifications related to the classification of the Nitinol business as a "discontinued operation" in accordance with IFRS 5.

Consolidated Statement of comprehensive income

Thousands of euros

	1Q 2024	1Q 2023
Profit (loss) for the year	(14,819)	5,166
Exchange differences from translation of financial statements in foreign currencies	1,389	(2,825)
Exchange differences from translation of financial statements in foreign currencies reclassified to the profit (loss) for	0	(87)
the year due to the loss of control
Other comprehensive income (expense) which may be subsequently reclassified to profit or loss	1,389	(2,912)
Net actuarial gains (losses) on defined benefit plans related to SAES Getters S.p.A. and subsidiaries	0	0
Income taxes	0	0
Net fair value gains (losses) on investments in other companies	0	(17)
Income taxes	0	0
Other comprehensive income (expense) that will not be subsequently reclassified to profit or loss	0	(17)
Other comprehensive income (expenses), net of taxes	1,389	(2,929)
Profit (loss) for the year and other comprehensive income (expense)	(13,430)	2,237
attributable to:
- the owners of the parent	(13,430)	2,237
- non-controlling interests	0	0

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SAES Group - Additional periodic financial information as at March 31, 2024

Consolidated Statement of Financial Position

Thousands of euros

	March 31,	December 31,
	2024	2023
Property, plant and equipment	53,440	53,851
Intangible assets	12,390	11,958
Goodwill	13,563	13,563
Right-of-use assets	2,447	2,608
Other non-current assets	33,986	23,995
Current assets	795,616	814,270
Assets held for sale	0	0
Total Assets	911,442	920,245
Equity attributable to the owners of the parent	809,552	823,190
Equity attributable to non-current interests	0	0
Total equity	809,552	823,190
Non-current liabilities	43,821	25,971
Current liabilities	58,069	71,084
Liabilities held for sale	0	0
Total equity and liabilities	911,442	920,245

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SAES Group - Additional periodic financial information as at March 31, 2024

Consolidated statement of cash flows

Thousands of euros

	1Q 2024	1Q 2023
	(*)
Profit (loss) for the period	(14,819)	5,166
Income taxes	(4,492)	3,251
Depreciation of right-of-use assets	274	640
(Reversal of impairment losses) impairment losses on right-of-use assets	0	0
Depreciation of property, plant and equipment	1,878	2,661
(Reversal of impairment losses) impairment losses on property, plant and equipment	0	0
Amortisation of intangible assets	424	583
(Reversal of impairment losses) impairment losses on intangible assets	0	0
Gains (losses) on the disposal of property, plant and equipment and intangible assets	0	0
Gains from the sale of discontinued operations	0	0
Net financial (income) expense	(7,087)	(1,409)
Impairment losses on trade receivables	0	(7)
Other non-monetary expense (income)	(261)	(33)
Other non-monetary change in post-employment and other benefits	7,151	569
Accrual (utilisation) of provisions for risks and charges	13,591	(4)
	(3,341)	11,417
Change in operating assets and liabilities	(16,075)	(9,226)
Payments of post-employment and other benefits	(273)	(79)
Taxes paid	(84)	(123)
Cash flows generated by (used in) operating activities	(19,773)	1,989
Acquisition of property, plant and equipment	(1,308)	(2,327)
Acquisition of intangible assets	(44)	(81)
Proceeds from the disposal of property, plant and equipment and intangible assets	0	0
Purchase of securities	(7,600)	(1,178)
Disinvestments of securities	7,500	1,100
Income from securities, net of management fees	194	357
Consideration paid for the purchase of subsidiaries, net of the cash and cash equivalents a	0	0
Proceeds from sales of Nitinol business, net of cash divested	0	0
Investments in joint ventures	(250)	0
Investments in other companies	(4,862)	(315)
Interest income on time deposit	1,498	0
Other financial assets	(14,359)	0
Financial liabilities repaid to (granted by) related parties	(461)	(231)
Financial liabilities repaid to (granted by) third parties	0	0
Interest income on financial assets with related parties	0	0
Interest and other financial income received	846	45
Cash flows generated by (used in) investing activities	(18,846)	(2,630)
Proceeds from non-current financial liabilities, current portion included	0	0
Repayment of non-current financial liabilities	0	(211)
Interest paid on non-current financial liabilities	0	(28)
Proceeds from current financial liabilities	0	136,500
Repayment of current financial liabilities	(2,077)	(134,094)
Interests paid on current financial liabilities	(521)	(456)
Interest and other financial expense paid	(87)	(104)
Dividends paid	0	0
Other costs paid	0	0
Repayment of lease liabilities	(275)	(672)
Interests paid on leases	(38)	(72)
Purchase of treasury shares and ancillary costs	(208)	0
Cash flows used in financing activities	(3,206)	863
Increase (decrease) in cash and cash equivalents	(41,825)	222
Opening cash and cash equivalents	101,167	41,803
Effect of exchange rate changes on cash flows	255	(518)
Closing cash and cash equivalents	59,597	41,507
(*) Some of the comparative amounts shown in the column are different from the amounts in the Periodic financial
reporting at March 31, 2023, in order to reflect a better representation of cash flows.		6

SAES Group - Additional periodic financial information as at March 31, 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Accounting Principles, Methods and Structure of the Group

This document has been prepared applying the international accounting standards (IFRS) and in accordance with article 2.2.3, paragraph 3, of the Regulation of the Markets organized and managed by Borsa Italiana S.p.A. Concerning the content, please make reference to the pre-existing article 154-ter, paragraph 5, of "Financial Consolidation Act", also in the light of what clarified by ESMA in the Q&A on the Directive 2004/109/CE.

The additional periodic information is consistent with the accounting principles that govern the preparation of the annual and consolidated financial statements, insofar as they are applicable. Evaluation procedures adopted in the additional periodic financial information are substantially similar to those usually applied to prepare the annual and consolidated financial statements.

There were no changes in the scope of consolidation during the first quarter of 2024.

On January 18, 2024, SAES Getters S.p.A. made a payment of $5 million to the US company TAE Technologies, Inc. following the signing of a SAFE (Simple Agreement for Future Equity) and Call Option Purchase Agreement. TAE Technologies, Inc., based in California but with international presence in the EU and UK, through its subsidiary TAE Fusion Power, LLC, is developing a new nuclear fusion solution to produce clean and without harmful emissions energy. The SAFE will turn into equity upon completion of the fundraising transaction launched by TAE at the end of 2023 and SAES will become a preferred investor in TAE, with the aim of fostering the adoption of its innovative getter solutions in clean nuclear fusion projects.

An additional investment in TAE Technologies, worth $2.5 million and with the same characteristics of the previous one, was authorized by the Board of Directors of SAES Getters S.p.A. on March 14, 2024 and executed after the end of the quarter, on April 16, 2024.

With regard to the investment completed in the EUREKA! venture capital fund, on February 7, 2024, a payment of €0.1 million was made, including both the share of the costs of the fund and the share for the continuation of the investment in the companies already in the portfolio Eye4NIR S.r.l. (the new bridge round will allow the continuation of its technological development activities) and 3DNextech S.r.l. (payment of the second tranche subject to a notification pursuant to the Golden Power legislation), as well as the new investment in RehouseIT S.r.l. (a Benefit Company with the mission of revolutionizing the construction industry, through the development of a building material with low environmental impact, designed and developed to emit up to 80% less CO2 than standard concrete).

Relevant events occurred in the first quarter of 2024

On January 26, 2024, following the maturity of a Credit Link Certificate (CLC) with a nominal value of €7.5 million, SAES Getters S.p.A. subscribed to two new CLCs, each one equal to €3.8 million, maturing respectively in December 2026 and in December 2028. The first CLC provides for an annual fixed rate of 3.75%, while on the second CLC a variable rate will accrue based on the 3-month Euribor (1.90% + 3-month Euribor).

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SAES Group - Additional periodic financial information as at March 31, 2024

On February 2, 2024 SAES Nitinol S.r.l. made a capital increase of €0.2 million in favor of the joint venture Actuator Solutions GmbH. A contribution of the same amount was made also by the German shareholder SMAIIA GmbH.

To preserve margins from exchange rate fluctuations, on February 9, 2024, forward sales contracts on the dollar for a notional value of $11 million were signed, with an average forward exchange rate of 1.0845 against the euro. These contracts will extend to the period February - December 2024.

In February 2024, SAES Nitinol S.r.l. signed the waiver of the share of interest accrued in 2023 on the loans granted to the joint venture Actuator Solutions GmbH, amounting to €0.2 million6, to support its business continuity and accelerate its equity reconstruction. The above waiver will have no effect on the consolidated financial statements, as the financial receivable related to the interest-bearing loan (both principal and interest portion) had already been fully written off as at December 31, 2023.

On February 27, 2024 SAES Getters S.p.A. signed a trade union agreement to incentivize the voluntary exit of up to a maximum of about 40 employees at the Lainate office that will reach the regulatory requirements for pension in the next 7 years, using the tool provided for by Article 4 of Law no. 92/2012 (isopensione). A similar agreement was signed for a maximum of 50 employees of the Avezzano office on March 8, 2024. The overall costs related to the isopensione Plan are estimated at around €14 million for both locations and have been set aside in 2024 in a specific fund. This operation, once completed, will result in savings in annual personnel costs of approximately €4.5 million.

The two agreements, which are expected to be concluded by the end of 2026, come alongside the one signed for managers on December 14, 2023, whose fund, amounting to €11.4 million, had already been set aside as at December 31, 2023.

On March 5, 2024, the extension of the maturity date of the convertible loans granted to Flexterra, Inc. (principal amount of $6 million) from January 31, 2024 to March 31, 2025 was approved, as well as the payment of an additional convertible loan of a total value of $0.5 million, having the same characteristics as those already previously granted, equal to a total of $6 million (i.e., maturity on March 31, 2025 and annual interest of 8%). Please note that, to secure the granted financing, SAES has received a lien on Flexterra's intellectual property (IP).

Flexterra has received a loan similar to that granted by SAES from another partner for a total value of $0.2 million.

On March 13, 2024 SAES Nitinol S.r.l. signed an agreement with the German partner SMAIIA GmbH for the transfer to the latter, effective from January 1, 2024, of 50% of the amount of the loan granted to the joint venture Actuator Solutions GmbH (total amount of the transferred credit equal to €4 million) for a consideration of €0.2 million. Please note that the financial credit related to the interest-bearing loan was already fully written down as at December 31, 2023.

On March 14, 2024 the Board of Directors approved the guidelines for the industrial reorganization of the Group to contain costs, as well as to rejuvenate the management and the company population in general. The initiatives are aimed at aligning the organization with the strategic needs of the coming years, that will see the Company committed to bringing to the market the results of research activities in the world of fine chemicals and, in parallel, a process of inorganic growth in activities complementary to those of the Group.

• In addition to the share of interest, equal to €2.4 million, that SAES Nitinol S.r.l. had already previously waived.

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SAES Group - Additional periodic financial information as at March 31, 2024

In particular, the industrial initiatives already started to date mainly concern the Parent Company and are oriented towards increasing efficiency and effectiveness, as well as planning the organizational stability:

1. A rejuvenation and cost efficiency project has been launched using the isopensione scheme for managers and employees of SAES Getters S.p.A. Given some organizationally necessary replacements, a net saving of approximately €4.5 million is expected to be achieved when fully operational;
2. A project to consolidate into one single entity all the operations belonging to the High Vacuum Division has been launched, with the simultaneous set up of a center of excellence at the Lainate site;
3. Rationalization of the industrial footprint of the Industrial Division, by concentrating and strengthening the Shape Memory Alloys manufacturing at the Avezzano site, maintaining the product development activities at the Lainate site. Expansion of activities on the US market, through an organic and inorganic growth plan, mainly in the defense sector;
4. Expansion of activities related to the Chemicals division by strengthening the organizational structure aimed at entering new, particularly attractive markets, the first of which is cosmetics;
5. Starting an inorganic growth project in the Packaging division.

Please note that one of the main guidelines for organic and inorganic growth is represented by the attention to sustainability issues.

***

In order to manage the economic impact generated by the fluctuations in the exchange rates, primarily the US dollar, the Group enters into hedges on current and future receivables related to the sales transactions denominated in currencies other than the euro of the Parent Company.

Particularly, as at March 31, 2024 the Group holds forward contracts on the US dollar which have a total notional value of USD 9 million. Their average forward exchange rate is USD 1.0860 against the euro and all these contracts will extend throughout the remaining part of the fiscal year 2024.

Subsequent to March 31, 2024 no further forward contracts have been entered into.

Reclassifications on 2023 balances

Following the sale of the Nitinol business and, in particular, of the US subsidiaries Memry Corporation and SAES Smart Materials, Inc., completed on October 2, 2023, the economic balances as at March 31, 2023, presented for comparative purposes, were reclassified compared to the figures included in the Additional periodic financial information as at March 31, 2023, to show the profit and losses related to those discontinued operations, including ancillary costs incurred for the sale, in a single item called "Profit (loss) deriving from discontinued operations, net of tax effects", in compliance with the provisions of IFRS 5.

These restatements, which had no effect on the consolidated result and shareholders' equity, are detailed in the following table.

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SAES Group - Additional periodic financial information as at March 31, 2024

Thousands of euros

			SAES Industrial		SAES High	SAES Medical Nitinol		SEAS Chemicals	SAES	Non Allocato			Totale
				Vacuum		Packaging
			Reclassification				Reclassification								Reclassification
	1Q 2023	due to Nitinol	1Q 2023	1Q 2023	1Q 2023	due to Nitinol		1Q 2023	1Q 2023	1Q 2023	1Q 2023		1Q 2023	due to Nitinol		1Q 2023
	business	reclassified	business		reclassified		business		reclassified
			disposal				disposal								disposal
Revenue		18,811	(487)	18,324	6,594	31,211	(31,211)		0	1,923	1,608	11	60,158	(31,698)		28,460
Cost of sales		(9,347)	402	(8,945)	(3,671)	(17,233)	17,233		0	(1,658)	(1,558)	(58)	(33,525)	17,635		(15,890)
Gross profit		9,464	(85)	9,379	2,923	13,978	(13,978)		0	265	50	(47)	26,633	(14,063)		12,570
% of revenue		50.3%	17.5%	51.2%	44.3%	44.8%	44.8%		n.a.	13.8%	3.1%	n.s.	44.3%	44.4%		44.2%
Operating expenses and other income (expenses)		(3,682)	91	(3,591)	(2,039)	(3,950)	3,950		0	(437)	(722)	(8,822)	(19,652)	4,041		(15,611)
Operating profit (loss)		5,782	6	5,788	884	10,028	(10,028)		0	(172)	(672)	(8,869)	6,981	(10,022)		(3,041)
% of revenue		30.7%	-1.2%	31.6%	13.4%	32.1%	32.1%		n.a.	-8.9%	-41.8%	n.s.		11.6%	31.6%		-10.7%
Financial income												2,374	(1)		2,373
Financial expense												(804)	69		(735)
Impairment losses of loan assets and other financial assets												(161)	0		(161)
Share of profit (loss) of equity-accounted investees												0	0		0
Exchange gains (losses)												27	(21)		6
Pre-tax profit (loss)												8,417	(9,975)		(1,558)
Income taxes												(3,251)	3,142		(109)
Profit (loss) from continuing operations												5,166	(6,833)		(1,667)
Profit (loss) from discontinued operations												0	6,833		6,833
Profit (loss) for the year												5,166	0		5,166
Net Sales by Business and by Geographic Location of Customers
SAES Industrial Division
Getters & Dispensers			Non-evaporable getters and traditional dispensers, based on metal alloys,
				with various industrial applications (consumer electronics, security and
				defense, medical imaging diagnostics, vacuum thermal insulation and
				traditional discharge lamps, etc.), as well as dispensable getters based on
				functionalized polymers (OLED applications for the consumer electronics,
				optoelectronics, advanced photonics and telecommunications markets)
Sintered Materials			Dispensable cathodes for electronic tubes and devices for thermal
				dissipation in solid-state components and lasers
SMA Materials			Shape memory alloys and super elastic materials and components for the
				industrial sector (domotics, white goods industry, consumer electronics,
				non-implantable medical business, automotive and luxury sector)
SAES High Vacuum Division
High Vacuum Solutions			Getter pumps for vacuum systems that find application in the industrial
				sector, in research and in particle accelerators
SAES Chemicals Division
Functional Chemicals			Functional acoustic composites for consumer electronics applications and
				new functional materials being validated by prospects in different
				application sectors
SAES Packaging Division
Packaging Solutions			Lacquers and advanced plastic films for the sustainable packaging sector

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