(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.)

SAES Getters S.p.A.

Separate financial statements as at and for the year ended 31 December 2022

(with independent auditors' report thereon)

KPMG S.p.A.

31 March 2022

KPMG S.p.A.

Revisione e organizzazione contabile Via Vittor Pisani, 25

20124 MILANO MI Telefono +39 02 6763.1 Email it-fmauditaly@kpmg.it PEC kpmgspa@pec.kpmg.it

(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 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 2022, the statements of profit or loss, comprehensive income, changes in equity and cash flows for the year then ended and notes thereto, which include a summary of the significant 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 2022 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 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 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 2022

Measurement of equity investments in subsidiaries

Notes to the separate financial statements: notes 1 - Use of estimates and judgements and 12 - Equity investments and other financial assets

Key audit matter

Audit procedures addressing the key audit matter

The separate financial statements at 31 December 2022 include equity investments in subsidiaries of €121.4 million.

Under the procedure approved by the company's board of directors, the recoverable amount of equity investments in subsidiaries is estimated whenever there is an internal or external indicator of impairment (a trigger event).

On 14 February 2023, the company's board of directors approved the impairment testing procedure and underlying assumptions. It approved the related test results on 14 March 2023.

When preparing the separate financial statements and in line with the procedure adopted, management checked whether there was any indication that the equity investments in subsidiaries might be impaired. After such check, management held it necessary to assess the recoverable amount of certain equity investments in subsidiaries.

Specifically, certain equity investments in subsidiaries were tested for impairment by comparing their carrying amount to their recoverable amount estimated on the basis of value in use.

Value in use is calculated using the discounted cash flow model by discounting the subsidiaries' expected cash flows, less financial liabilities.

The expected cash flows are estimated on the basis of the 2023-2025 business plans approved by the board of directors on 1 February 2023.

The recoverable amount of the equity investment in SAES Investments S.A. was considered to be equal to the subsidiary's equity, as it had already been measured at the fair value of its assets, which mostly comprise securities and cash and cash equivalents.

As a result of its impairment tests, management recognised impairment losses totalling €10.7 million.

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 equity investments in subsidiaries that might have been impaired;
  • understanding the process adopted to prepare the business plan and measure the value in use of the equity investments in subsidiaries 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;
  • assessing the reasonableness of the model used to measure value in use and related assumptions, especially in relation to the discount rate, and comparing them to publicly-available data and information;
  • assessing the methods used to estimate the recoverable amount of the equity investment in SAES Investments S.A. based on the fair value of the subsidiary's financial assets and comparing it to its carrying amount;
  • assessing the appropriateness of the disclosures provided in the notes.
  • the expected cash flows, calculated by taking into account the general economic performance and that of the group's sector, the actual cash flows for past years and the projected growth rates;
  • the financial parameters used to calculate the discount rate.

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SAES Getters S.p.A.

Independent auditors' report 31 December 2022

Key audit matter

Audit procedures addressing the key audit matter

For the above reasons and considering the materiality of the financial statements caption, we believe that the recoverability of the carrying amount of equity investments in subsidiaries is a key audit matter.

Other matters

The company's 2021 separate financial statements were audited by other auditors, who expressed their unqualified opinion thereon on 29 March 2022.

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 separate 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;

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SAES Getters S.p.A. Independent auditors' report 31 December 2022

  • 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;
  • 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 our auditors' 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.

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Saes Getters S.p.A. published this content on 27 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2023 11:52:05 UTC.