Board of Statutory Auditors’ report to the Shareholders’ Meeting 103 BOARD OF STATUTORY AUDITORS’ REPORT TO THE SHAREHOLDERS’ MEETING PURSUANT TO ARTICLE NO. 153 OF LEGISLATIVE DECREE 58/1998 AND ARTICLE NO. 2429, PARAGRAPH 3, OF THE ITALIAN CIVIL CODE To the Shareholders’ Meeting of SAES Getters S.p.A. Dear Shareholders, During the year ended on December 31, 2010, our supervisory activity was conducted in accordance with the Consolidated Financial Intermediation Act enacted by Legislative Decree 58/1998 and, for the applicable provisions, with the Italian Civil Code. We also referred to the Principles of Conduct recommended by the Italian National Councils of Accountants and Auditors, as well as Consob communications pertaining to corporate controls and the activities of the Board of Statutory Auditors, particularly notice DEM/1025564 of April 6, 2001, as amended. Pursuant to Article 19 of Italian Legislative Decree no. 39/2010, the Board of Statutory Auditors has assumed the function of Internal Audit Committee, called upon to supervise: i) the financial reporting process; ii) the effectiveness of the internal auditing system and risk management; iii) annual auditing of the accounts and consolidated accounts, iv) the independence of the legal auditor or auditing firm, in particular as regards the provision of non-auditing services to the entity submitted to the statutory audit. Having acknowledged the foregoing, we report on our supervisory activity provided by the law during financial year ended December 31, 2010 and, in detail: - we certify that we have verified compliance with the law and with the Company By- laws and observance of the principles of proper administration. During the year, the Board of Statutory Auditors held six meetings, as well as additional informal sessions; - at meetings of the Board of Statutory Auditors and the Board of Directors, and at least once per quarter, we obtained information from the Directors concerning general business performance, the Company’s business outlook, and the most significant transactions in terms of size and characteristics undertaken by the Company, including with respect to its subsidiaries; - in calendar year 2010, we took part in one Shareholders’ Meeting and seven meetings of the Board of Directors, which were held in accordance with the Company By-laws and the legislative provisions that govern the functions of such meetings. We can state with a reasonable degree of certainty that the actions decided upon at such meetings were compliant with the law and the Company By-laws, were always taken in the company’s best interests, including infra-group interests, were not manifestly imprudent, hazardous, atypical or unusual, and did not represent potential conflicts of interest with the capacity to compromise the integrity of the Company’s assets. At these meetings, all participants were free to express comments, opinions and views; - we assessed and verified the adequacy of the organisational, administrative and accounting system and the reliability of said system in correctly representing operating circumstances by obtaining information from the respective department managers and examining Company documents. In this respect, we have no particular remarks to report. Furthermore, having followed the work done by the Internal Audit Department, and by the Audit Committee, we can confirm that the internal control system adopted by the Company is fully adequate; - we supervised, pursuant to Article 19, paragraph 1, of Italian Legislative Decree no. 39/2010, the financial reporting process; the effectiveness of the internal auditing system and risk management; the statutory audit of the annual accounts and 104 consolidated accounts; the independence of the legal auditing firm, in particular as regards the provision of non-auditing services to the Company; - we also verified the adequacy of the instructions provided to subsidiaries in accordance with article 114, paragraph 2, of Legislative Decree 58/1998; - we read and obtained information on organisational and procedural activities carried out pursuant to Italian Legislative Decree 231/2001 and subsequent additions, on the administrative responsibility of the entities for the crimes established by this regulation. The report of the Oversight Committee on the activities carried out during 2010 and the meetings of the Committee with the Board of Statutory Auditors did not point out any significant critical state such as to be reported herein. With reference to the provisions set forth in Article 36 of the Market Regulation, issued by Consob, concerning significant controlled companies, setup and governed by the law of non-EU Countries, the companies to which such provisions refer were identified and the related administrative and accounting system appears fit for submitting on a regular basis to the Company and to the auditing firm economic and financial data required for preparing the Consolidated Financial Statements. Having acknowledged the foregoing, we would like to draw the attention of the Shareholders’ Meeting to the following. Performance for the period As appropriately illustrated by the Directors in the 2010 Financial Statements, the results for the year point out how the Group has managed to overcome the difficulties caused by the crisis of the markets, especially with regard to the business of Information Displays, has characterised the trend of the previous year. The strategies of business innovation and diversification were decisive in this sense, also through the acquisitions closed in 2008. In particular, the structural decline in sales in the LCD business was completely offset by the increase recorded in all the other business segments in which the Company works thanks to the development and introduction of new products. In this regard, during 2010 an important partnership agreement was signed with Cambridge Mechatronics Ltd. for the integration of shape memory wires in the autofocus devices for the cameras on the new generation mobile phones. This agreement is a first important step for the diffusion of the SMA technology within industrial sectors of consumer electronics, potentially characterised by very high volumes. The increase in net sales, together with the policy of cost containment, has allowed the Group returning to profitability. Most significant transactions undertaken during the year On April 27, 2010, the Shareholders’ Extraordinary Meeting of SAES Getters S.p.A. decided to cancel the treasury shares in portfolio and, particularly, 600,000 ordinary shares and 82,000 savings shares. The cancellation operation, which took place on May 26, 2010, was carried out without any change in share capital, but with an increase of the “implied book value”. As a result of the cancellation of the treasury shares, the capital stock remains unchanged and equal to 12,220,000 euro, however represented by a lower number of outstanding shares, namely 22,049,969 shares, of which 14,671,350 ordinary and 7,378,619 savings, without par value, but with an implied book value of 0.554196 euro per share. Moreover, in pursuance of the provisions of Article 26 of the Company By-laws, the quantification of the privileges of residual savings shares increased correspondingly and, in particular, the privileged dividend passed from 0.134 euro to 0.139 euro, whereas the increase from 0.016 euro to 0.017 euro. As part of the investments in the research and 105 innovation segment, considered essential for the growth of the Group, on February 12, 2010, E.T.C. S.r.l., a subsidiary 85% owned by SAES Getters S.p.A., was incorporated on February 12, 2010, as a spin-off supported by National Research Council (CNR). The company is based in Bologna and its object is the development of materials to be used in organic electronics and organic photonic applications, as well as integrated organic photonic devices for niche applications (OLET technology). Within the rationalisation plan of non-strategic equity investments, on November 9, 2010, SAES Getters, through its subsidiary SAES Getters International Luxembourg S.A., signed a binding agreement for the transfer of the equity investment, equal to 51%, in the Chinese joint venture Nanjing SAES Huadong Vacuum Material Co., Ltd. to the Chinese minority- interest shareholders. The agreement contemplates, in addition to the transfer of the equity investment at a symbolic price of 2 Chinese renminbi, the payment, by SAES Getters International Luxembourg S.A., of an amount of 30 million of Chinese renminbi as a settlement of the obligations undertaken at the moment of acquisition with the third-party shareholders of the joint venture. The overall charge of the operation was in line with what was expected and accrued during 2009. The payment of 30 million of Chinese renminbi occurred on December 1, 2010. However, pending the required authorisations and registrations by the local administrative authorities, the transfer of the equity investment is expected to occur in the first half of 2011 indicatively. The SAES Getters Group will continue to operate in China through its subsidiary SAES Getters (Nanjing) Co., Ltd. As part of the Group’s restructuring plan carried out in 2009, it has to be pointed out that the liquidation process of the following companies has been concluded during 2010: i) SAES Getters Singapore PTE, Ltd.; ii) SAES Opto S.r.l.; iii) SAES Getters Japan Co., Ltd.; iv) SAES Getters (GB), Ltd.; v) SAES Getters (Deutschland) GmbH. As for the subsequent events after the end of the year,