SAES Getters S p A : Report on the audit of the 2023 Financial Statements

KPMG S.p.A.

Revisione e organizzazione contabile Via Vittor Pisani, 25

20124 MILANO MI Telefono +39 02 6763.1 Email [e-mail] PEC [e-mail]

(The accompanying translated separate financial statements of SAES Getters S.p.A. constitute a non-official version which is not compliant with the provisions of Commission Delegated Regulation (EU) 2019/815. This independent auditors' report has been translated into English solely for the convenience of international readers. Accordingly, only the original Italian version is authoritative.)

Independent auditors' report pursuant to article 14 of Legislative decree no. 39 of 27 January 2010 and article 10 of Regulation (EU) no. 537 of 16 April 2014

To the shareholders of

SAES Getters S.p.A.

Report on the audit of the separate financial statements

Opinion

We have audited the separate financial statements of SAES Getters S.p.A. (the "company"), which comprise the statement of financial position as at 31 December 2023, the statements of profit or loss, comprehensive income, changes in equity and cash flows for the year then ended and notes thereto, which include material information on the accounting policies.

In our opinion, the separate financial statements give a true and fair view of the financial position of SAES Getters S.p.A. as at 31 December 2023 and of its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05.

Basis for opinion

We conducted our audit in accordance with the International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the "Auditors' responsibilities for the audit of the separate financial statements" section of our report. We are independent of the company in accordance with the ethics and independence rules and standards applicable in Italy to audits of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the separate financial statements of the current year. These matters were addressed in the context of our audit of the separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

		Società per azioni
		Capitale sociale
		Euro 10.415.500,00 i.v.
	Ancona Bari Bergamo	Registro Imprese Milano Monza Brianza Lodi
	Bologna Bolzano Brescia	e Codice Fiscale N. 00709600159
	Catania Como Firenze Genova	R.E.A. Milano N. 512867
	Lecce Milano Napoli Novara	Partita IVA 00709600159
KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del	Padova Palermo Parma Perugia	VAT number IT00709600159
network KPMG di entità indipendenti affiliate a KPMG International	Pescara Roma Torino Treviso	Sede legale: Via Vittor Pisani, 25
Limited, società di diritto inglese.	Trieste Varese Verona	20124 Milano MI ITALIA

SAES Getters S.p.A.

Independent auditors' report 31 December 2023

Recoverability of investments in subsidiaries and property, plant and equipment

Notes to the separate financial statements: notes 4 - Use of estimates and judgements and 22 - Impairment test of non-financial assets (property, plant and equipment, intangible assets and right-of-use assets) and investments in subsidiaries

Key audit matter

Audit procedures addressing the key audit matter

The separate financial statements at 31 December 2023 include investments in subsidiaries of €90.7 million and property, plant and equipment of €42.2 million.

When preparing the separate financial statements and in line with the procedure adopted, management checked whether there were any indications that the cash-generating units ("CGUs"), to which the property, plant and equipment are allocated, and investments in subsidiaries and might be impaired (trigger event). After such check, management held it necessary to estimate the recoverable amount of

• the Functional Acoustic Composites CGU (SAES Chemicals), and
• the following investments in subsidiaries: SAES Getters/U.S.A. Inc., SAES Coated Films S.p.A., Strumenti Scientifici Cinel S.r.l. and SAES Rial Vacuum S.r.l..

Moreover, since the company holds non-current corporate assets, management performed a second level impairment test considering the cash flows of the entire SAES Group.

The recoverable amount has been estimated based on the value in use, which is equal to the discounted cash flows that are expected to be generated by the CGU and the investments in subsidiaries.

The expected cash flows have been estimated on the basis of the 2024-2026 business plans approved by the board of directors on 8 February 2024.

As a result of its impairment tests, management recognised impairment losses on the investments in subsidiaries totalling €6.6 million.

On 15 February and 5 March 2024, the board of directors approved the assumptions underlying impairment testing. It approved the related test results on 14 March 2024.

Impairment testing is complex and entails a high level of judgement, especially in relation to:

Our audit procedures, which also involved our own specialists, included:

• understanding the process adopted to identify the CGUs and the equity investments that might have been impaired;
• understanding the process adopted to prepare the business plan and measure the value in use of the investments in subsidiaries and CGUs for which triggers events had been identified;
• checking any discrepancies between the previous year forecast and actual figures, in order to check the accuracy of the estimation process;
• analysing the reasonableness of the expected cash flows and the main assumptions used by the directors to prepare the business plan used for impairment testing;
• assessing the model used to measure value in use and the reasonableness of the related assumptions, especially in relation to the discount rate, and comparing them to external information, if any;
• assessing the appropriateness of the disclosures provided in the notes.

• the expected operating cash flows;
• the financial parameters used to calculate the discount rate.

For the above reasons and due to the materiality of the relevant captions, we believe that the recoverability of investments in subsidiaries and property, plant and equipment is a key audit matter.

2

SAES Getters S.p.A.

Independent auditors' report 31 December 2023

Responsibilities of the company's directors and board of statutory auditors ("Collegio Sindacale") for the separate financial statements

The directors are responsible for the preparation of separate financial statements that give a true and fair view in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05 and, within the terms established by the Italian law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The directors are responsible for assessing the company's ability to continue as a going concern and for the appropriate use of the going concern basis in the preparation of the separate financial statements and for the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless the directors believe that the conditions for liquidating the company or ceasing operations exist, or have no realistic alternative but to do so.

The Collegio Sindacale is responsible for overseeing, within the terms established by the Italian law, the company's financial reporting process.

Auditors' responsibilities for the audit of the separate financial statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate financial statements.

As part of an audit in accordance with ISA Italia, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control;
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors;
• conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the company to cease to continue as a going concern;

3

SAES Getters S.p.A. Independent auditors' report 31 December 2023

• evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance, identified at the appropriate level required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the ethics and independence rules and standards applicable in Italy and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the measures taken to eliminate those threats or the safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate financial statements of the current year and are, therefore, the key audit matters. We describe these matters in this report.

Other information required by article 10 of Regulation (EU) no. 537/14

On 21 April 2022, the company's shareholders appointed us to perform the statutory audit of its separate and consolidated financial statements as at and for the years ending from 31 December 2022 to 31 December 2030.

We declare that we did not provide the prohibited non-audit services referred to in article 5.1 of Regulation (EU) no. 537/14 and that we remained independent of the company in conducting the statutory audit.

We confirm that the opinion on the separate financial statements expressed herein is consistent with the additional report to the Collegio Sindacale, in its capacity as audit committee, prepared in accordance with article 11 of the Regulation mentioned above.

Report on other legal and regulatory requirements

Opinion on the compliance with the provisions of Commission Delegated Regulation (EU) 2019/815

The company's directors are responsible for the application of the provisions of Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (ESEF) to the separate financial statements at 31 December 2023 to be included in the annual financial report.

We have performed the procedures required by Standard on Auditing (SA Italia) 700B in order to express an opinion on the compliance of the separate financial statements with Commission Delegated Regulation (EU) 2019/815.

In our opinion, the separate financial statements at 31 December 2023 have been prepared in XHTML format in compliance with the provisions of Commission Delegated Regulation (EU) 2019/815.

Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article 123-bis.4 of Legislative decree no. 58/98

The company's directors are responsible for the preparation of the reports on operations and on corporate governance and ownership structure at 31 December 2023 and for the consistency of such reports with the related separate financial statements and their compliance with the applicable law.

4

SAES Getters S.p.A.

Independent auditors' report 31 December 2023

We have performed the procedures required by Standard on Auditing (SA Italia) 720B in order to express an opinion on the consistency of the report on operations and the specific information presented in the report on corporate governance and ownership structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the company's separate financial statements at 31 December 2023 and their compliance with the applicable law and to state whether we have identified material misstatements.

In our opinion, the report on operations and the specific information presented in the report on corporate governance and ownership structure referred to above are consistent with the company's separate financial statements at 31 December 2023 and have been prepared in compliance with the applicable law.

With reference to the above statement required by article 14.2.e) of Legislative decree no. 39/10, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have nothing to report.

Milan, 29 March 2024

KPMG S.p.A.

(signed on the original)

Daniele Urso

Director of Audit

5