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Diasorin

Proxy Solicitation & Information Statement Dec 22, 2025

4129_rns_2025-12-22_2fce3283-f762-45a0-aeb3-13b19e269af1.pdf

Proxy Solicitation & Information Statement

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PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS.

Pursuant to the Company Bylaws and to Article 135-undecies.1 of Legislative Decree no. 58/1998 ("TUF"), the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative. In compliance with the provisions of the art. 135-undecies of the Legislative Decree. n. 58/1998, the aforementioned Designated Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies, as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form.

Declaration of the Designated Representative: Monte Titoli declares that it has no own interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Monte Titoli expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions.

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

With reference to the Ordinary and Extraordinary General Meeting of DIASORIN S.p.A. to be held exclusively by means of telecommunication on 27 January 2026, at 10:00 a.m., single call, as set forth in the notice of the shareholders' meeting published on the Company's website at https://int.diasorin.com/it/ in the section "Group/Governance/Shareholders' Meeting/2026" on 22 december 2025, and, in abridged form, in the Italian daily newspaper "La Stampa" on 23 december 2025 and having regard to the Reports on the items on the Agenda made available by the Company with this

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form

I, the undersigned (party signing the proxy) (Name and Surname)
(*)
Born in (*) On (*) Tax identification code or other identification if foreign (*)
Resident in (*) Address (*)
Phone No.
(**)
Email (**)
Valid ID document (type) (*)
(to be enclosed as a copy)
Issued by (*) No.
(*)

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

in quality of (tick the box that interests you) (*)
shareholder with the right to vote OR IF DIFFERENT FROM THE SHARE
HOLDER
legal representative or subject with subject with power of sub-delegation (copy of the documentation of the powers of representation to be enclosed)

pledge 
bearer 
usufructuary 
custodian 
manager 
other
(specify)
Name Surname / Denomination (*)
(complete only if
the shareholder is
Tax identification code or other identification if foreign (*)
different from the Born in (*) On (*)
proxy signatory) Registered office / Resident in (*)
Related to
No. (*) shares
Registrated in the securities account (1) n at the custodian ABI
e.g.: No. 3 ORDINARY shares IT0012345 (ISIN number) CAB referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2)
No
Supplied by the intermediary:
(to be filled in with information regarding any further communications relating to deposits)
Registrated in the securities account
(1)
n at the custodian ABI
No. (*) shares
CAB referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2)
No
Supplied by the intermediary:
Registrated in the securities account (1) n at the custodian ABI
No. (*) shares
CAB referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2)
No Supplied by the intermediary:
DELEGATES/SUBDELEGATES
DECLARES
-
-
-
-
AUTHORIZES
MONTE TITOLI S.P.A. to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.
the vote shall be exercised by the delegate/sub-delegate in accordance with specific voting instructions given by the undersigned delegator;
to have requested from the custodian the communication for participation in the Meeting as indicated above;
that there are no reasons for incompatibility or suspension of the exercise of voting rights;
(in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.
Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.
(Place
and Date)
*
(Signature)
*

MONTE TITOLI S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

VOTING INSTRUCTIONS (Part 2 of 2)
-- -------------------------------- ----
intended for the Designated
Representative only -
Tick the relevant boxes
The undersigned
signatory of the proxy
(Personal details)(3)
(indicate the holder of the right to vote only if different
-
name and surname / denomination)

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary and Extraordinary General Meeting of DIASORIN to be held exclusively by means of telecommunication on 27 January 2026, at 10:00 a.m. on single call.

RESOLUTIONS SUBJECT TO VOTING

Please note that Shareholders can make additions to the Agenda and new proposals within the legal deadlines: Shareholders are invited to check updates of this form on the Issuer's website, in accordance with the provided resolutions.

Ordinary Part

1.
Authorization for the purchase of treasury shares for the purpose of remunerating shareholders. Related and consequent resolutions.
SECTION A
Vote for the proposal of the Board of
Tick only one box:
Directors
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour

Against

Abstain

MONTE TITOLI S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

Extraordinary Part

1 Proposal to remove the indication of the nominal value of the shares and simultaneous amendment of Article 5 ("Share Capital -
Shares") of the Articles of Association.
Related and consequent resolutions.
SECTION A
Vote for the proposal of the Board of
Tick only one box:
Directors
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour

Against

Abstain
2 Cancellation of treasury shares without reducing the share capital; consequent amendment of Article 5 ("Share Capital -
and consequent resolutions.
Shares") of the Articles of Association. Related
SECTION A
Vote for the proposal of the Board of
Tick only one box:
Directors
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour

Against

Abstain

(Place
and Date)

(Signature)

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Art. 83-sexies, Legislative Decree 58/1998)

  • (1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
  • (2) Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote.
  • (3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).

___________________________________________________________________________________________________________________________________________________________________

The proxy with the relating voting instructions shall be received together with:

  • a copy of an identification document with current validity of the proxy grantor or
  • in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers,

(in the event of a sub-proxy, the following must be sent to the Designated Representative as an annex to the sub-proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the voting right to his/her proxy)

by one of the following alternative methods:

  • i) transmission of an electronically reproduced copy (PDF) to the certified email address [email protected] (subject line "Proxy for DIASORIN JANUARY 2026 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
  • ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Register Services, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. "Proxy for DIASORIN JANUARY 2026 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail [email protected] (subject line: "Proxy for DIASORIN JANUARY 2026 Shareholders' Meeting")

The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address [email protected] or by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1).

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

Monte Titoli's privacy policy is available at the link: Corporate Data and Legal Info | euronext.com

DIASORIN's privacy policy:

We remind you the the personal data contained in the proxy form shall be processed by Diasorin S.p.A. – as Data Processor – to manage the Shareholders' Meeting, in compliance with the current law provisions on data protection and for the time strictly necessary to achieve the purposes for which they have been collection in compliance with the company's retention policy. The personal data may be shared with out co-workers specifically authorized to process them for the pursuit of the abovementioned finalities: said data may be disseminated or communicated to specific individual or entities in compliance with a legal obligation or on the basis of orders received from the Authorities enabled by the low or supervisory bodies: without the information shown as compulsory it will not be possible to grant the proxy to the Designated Representative for the Shareholders' Meeting. The individual can exercise the rights foreseen by articles 15-22 GDPR and, as an example, to access to personal data to verify their source, the accuracy, to ask for their integration, update, amendment, cancellation and opposition to their processing. The individual has the right to file for a complaint in front the competent Authority. The rights of the individual and any request for information can be exercised with the Delegated of the Data Processor (Diasorin S.p.A., Via Crescentino snc, 13040 Saluggia – VC).

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