SHAREHOLDERS' MEETING DIASORIN S.p.A.

April 28, 2016 (first calling) April 29, 2016 (second calling)

EXPLANATORY REPORTS AND MOTIONS FOR RESOLUTIONS CONCERNING THE ITEMS ON THE AGENDA

(prepared pursuant to Article 84-ter of Consob Resolution No. 11971/1999, as later amended, and Article 125-ter of Legislative Decree No. 58/1998, as later amended)

DiaSorin S.p.A. Via Crescentino, no building No. - 13040 Saluggia (VC) Tax I.D. and Vercelli Company Register No. 13144290155

Corporate Bodies3
Notice of Shareholders' Meeting 4
Explanatory Report concerning item No. 1 on the Agenda 9
Explanatory Report concerning item No. 2 on the Agenda 10
Explanatory Report concerning item No. 3 on the Agenda 12
Explanatory Report concerning item No. 4 on the Agenda 16
Explanatory Report concerning item No. 5 on the Agenda 20
Explanatory Report concerning item No. 6 on the Agenda 26
Explanatory Report concerning item No. 7 on the Agenda 42

Corporate Bodies

B o a r d o f D i r e c t o r s (elected on April 22, 2013)

Chairman	Gustavo Denegri
Deputy Chairman	Michele Denegri
Chief Executive Officer	Carlo Rosa (1)
Directors	Antonio Boniolo Chen Menachem Even Enrico Mario Amo Giuseppe Alessandria (2) (3) Franco Moscetti (2) Maria Paola Landini (2) Roberta Somati (2) Eva Desana Stefano Altara (4) Ezio Garibaldi
B o a r d o f S t a t u t o r y A u d i t o r s

Chairman Roberto Bracchetti Statutory Auditors Andrea Caretti Ottavia Alfano

Alternates	Bruno Marchina
	Maria Carla Bottini

I n d e p e n d e n t A u d i t o r s Deloitte & Touche S.p.A.

COMMITTEES

Control and Risks Commitee	Franco Moscetti (Chairman) Enrico Mario Amo Roberta Somati
Compensation Committee	Giuseppe Alessandria (Chairman) Roberta Somati Michele Denegri
Nominating Committee	Franco Moscetti (Chairman) Giuseppe Alessandria Michele Denegri
Related Parties Committee	Franco Moscetti (Coordinator) Giuseppe Alessandria Roberta Somati

(1) General Manager

(2) Independent Director

(3) Lead Independent Director

⁽⁴⁾ The Director Mr. Stefano Altara has been appointed by the Shareholders' Meeting on April 23, 2014.

Notice of Shareholders' Meeting

Eligible shareholders are invited to attend an Ordinary Shareholders' Meeting scheduled at 3:30 p.m., on April 28, 2016, at 3 Via Filodrammatici, in Milan (at Mediobanca S.p.A.), on first calling, and on April 29, 2016 at 10:00 a.m. at the Company's registered office in Saluggia (VC), Via Crescentino, no building number, on second calling, if necessary, to discuss and vote on the following

Agenda

ORDINARY PART

1. Motion for the approval of the Statutory Financial Statements at December 31, 2015, of the Report on Operations and to appropriate the year's net profit. Presentation of the Consolidated Financial Statements at December 31, 2015. Related and required resolutions.
2. Compensation Report pursuant to Article 123-ter of Legislative Decree No. 58/1998. Related and required resolutions.
3. Election of a Board of Directors, after determining the number of Directors and the length of their term of office; determination of their compensation. Related and required resolutions.
4. Election of a Board of Statutory Auditors and its Chairman; determination of their compensation. Related and required resolutions.
5. Appointment of Independent Auditors for the years 2016-2024 and determination of the related fees pursuant to Legislative Decree 39/2010. Related and required resolutions.
6. Resolution pursuant to Article 114-bis of Legislative Decree No. 58/1998 concerning the establishment of a Stock Option Plan. Related and required resolutions.
7. Authorization to the purchase and disposal of treasury shares, pursuant to the combined provisions of Articles 2357 and 2357-ter of the Italian Civil Code and Article 132 of Legislative Decree No. 58/1998 and related implementing provisions. Related and required resolutions.

EXTRAORDINARY PART

1. Proposal to amend the Bylaws to comply with the introduction of increased voting rights, pursuant to Article 127-quinquies of Legislative Decree No. 58/1998. Introduction of Articles 9-bis, 9-ter and 9-quater of the Bylaws. Related and required resolutions.
2. Proposal to amend Article 8 of the Bylaws. Related and required resolutions.

Share capital

The Company's subscribed and paid-in share capital amounts to 55,948,257.00 Euros. It is comprised of 55,948,257 common shares, par value 1 Euro each. Each common share conveys the right to cast one vote. As of the date of this Notice, the Company held 949,950 treasury shares whose voting right are suspended pursuant to Article 2357-ter of the Italian Civil Code.

Eligibility to attend the Shareholders' Meeting and exercise the right to vote

Pursuant to Article 83-sexies of Legislative Decree No. 58/1998, as amended ("TUF"), the right to participate in the Shareholders' Meeting and to exercise voting rights is confirmed by means of notification to the Company by an intermediary, in compliance with its own accounting records, on behalf of the party who is entitled to the right to vote, based on evidence related to the close of the accounting day of the seventh stock market trading day prior to the date set for the Shareholders' Meeting on first calling, i.e. April 19, 2016 (record date). Any shareholders owning Company shares after the abovementioned date will not be eligible to attend and vote at the Shareholders' Meeting; the communication by the intermediary must be received by the Company by the end of the third stock market trading day prior to the date set for the Shareholders' Meeting on first calling (i.e. by April 25, 2016); nevertheless, shareholders shall be entitled to intervene and vote if the communications are received by the Company beyond this deadline, but prior to the beginning of the meeting proceedings.

The statutory restrictions and limitations notwithstanding, any shareholder who is eligible to attend the Shareholders' Meeting may be represented by a third party at the Meeting by means of a written proxy, with the option of using the proxy form available on the Company website (www.diasorin.com, Section "Investors/Information for Shareholders/Shareholders meetings and board/2016"). The proxy may be notified to the Company by registered letter sent to the Company's registered office or by means of an electronic communication sent to the following certified e-mail address [email protected].

The Company designated as the Shareholders' Representative, pursuant to Article 135-undecies of the TUF, the Società per Amministrazioni Fiduciarie "SPAFID S.p.A.," whom shareholders may appoint as their proxy agent by means of a written proxy for the items on the Meeting's Agenda. The proxy shall be granted by signing, with handwritten signature or qualified electronic signature or ature, in compliance with the current Italian regulations, the specific form available on the Company's website (www.diasorin.com, Section "Investors/Information for Shareholders/Shareholders meetings and board/2016") or at the Company's registered office. The proxy shall be received in original within the end of the day falling two stock market trading days before the date of the Shareholders' Meeting, also on calls subsequent to first one (i.e. by April 26, 2016, if the Shareholders' Meeting is held on first calling or by April 27, 2016, if the Shareholders' Meeting is held on second calling), together with a copy of a valid identification document of the Delegating Shareholder or, if the Delegating Shareholder is a legal entity, of the current duly empowered legal representative, together with appropriate documentation to certify qualification and powers, to Spafid S.p.A. i) as for proxies with handwritten signature, by delivering or shipping them by courier or registered letter (Foro Buonaparte 10, 20121 Milano) ii) as for proxies with qualified electronic signature or ature, by certified email to the address [email protected]. Proxies granted to the Shareholders' Representative and the corresponding voting instructions may be revoked within the abovementioned deadlines. The proxy is not valid with reference to motions for which voting instructions were not received.

No postal or electronic voting procedures are envisaged.

Right to submit questions on the items in the Agenda

Pursuant to Article 127-ter of the TUF, shareholders may submit questions about the items on the Agenda before the Shareholders' Meeting. Questions must be submitted in a letter addressed to DiaSorin S.p.A, Via Crescentino, no building No., 13040 Saluggia (VC), to the attention of the Corporate Legal Affairs Office, or by means of a certified e-mail sent to the following address: [email protected]. Only questions that are strictly pertinent to the items on the Meeting's Agenda will be accepted. Questions must be received by April 26, 2016, accompanied by the personal data of the shareholder (first and last name, or company name, place and date of birth and tax I.D. number) and the required communication by the intermediary proving the legitimacy of the exercise of such right. However, the certification is not required if the Company already received the intermediary's communication needed to attend the Shareholders' Meeting. The Company may answer questions either by publishing them on its website (www.diasorin.com, Section "Investors/Information for Shareholders/Shareholders meeting and board/2016") or, at the latest, during the Shareholders' Meeting.

Right to amend and add motions to items in the Meeting's Agenda

Pursuant to Article 126-bis of the TUF, shareholders who, individually or jointly, represent at least one-fortieth of the Company's share capital may request in writing, within 10 days from the publication of this Notice (i.e. by March 29, 2016 at 12:00 p.m., falling March 27 and 28, 2016 on a public holiday) that the Meeting's Agenda be amended, listing on their application the

additional items or further motions to items already included in the Agenda that they are suggesting. Any additions made to the items on the Agenda of the Shareholders' Meeting as a result of such requests must be publicized in the same manner required for the publication of the Notice of Shareholders' Meeting, at least 15 days before the date of the Shareholders' Meeting (i.e. by April 13, 2016). Amendments are not allowed for items on the Agenda with regard to which, pursuant to law, the Shareholders' Meeting is required to vote upon a motion submitted by the Board of Directors or based on a draft or report prepared by the Board of Directors, other than those referred to in Article 125-ter, Paragraph 1, of the TUF. Amendments, delivered within the deadline and at the address mentioned above, must be sent to the Company by registered letter with return receipt or by an e-mail communication sent to the following certified email address: [email protected], and they must be accompanied by a report on the items submitted for discussion. The right to exercise this right is attested by a communication to the Company by the qualified intermediary pursuant to Article 23, Paragraph 1, of the Regulation concerning centrally managed services, payment, guarantee systems and the related management companies adopted by Banca d'Italia and Consob on February 22, 2008, as subsequently amended, ("Joint Regulations") certifying the ownership of the shares by the requesting shareholders, valid as of the date of the request. The report by the requesting shareholders, along with any pertinent assessments by the relevant corporate boards, will be published at the same time as such additions to the agenda will be published.

Election of the Board of Directors

Pursuant to Article 11 of the Bylaws, the Board of Directors, in compliance with the laws currently in force on gender balance, is elected on the basis of slates of candidates filed by shareholders in the manner described below. In the abovementioned slates, candidates must be listed and identified in consecutive order.

Only shareholders who, individually or jointly, represent the percentage established by legal or regulatory provisions have the right to submit lists. It should be noted that with resolution no. 19499 of January 28, 2016, CONSOB established that 1% of share capital is the minimum qualifying share for presentation of a list for the election of the Company's governance body.

Slates shall be filed at the Company's registered office in Via Crescentino (no building No), Saluggia, by 12:00 p.m. on Monday, April 4, 2016 which is the twenty-fifth day prior to the date of the Shareholders' meeting in single call as one day is a holiday.

Slates for the election of the Board of Directors may be filed electronically by sending them to the certified email address [email protected]. If lists are submitted by certified email, a copy of a valid identification document of those submitting it must also be sent.

Ownership of the required shareholding, pursuant to the above, for the purposes of submitting the list, is attested by sending to the Company, on the part of the intermediary qualified to keep the accounts of the communication provided for by Article 23 of the Joint Regulations, also after having filed the list, provided that this takes place at least twenty-one days before the date set for the Shareholders' Meeting in first call, i.e. on Thursday 7 April, 2016. Please note that ownership of the shareholding is determined having regard to the shares that are recorded in the name of the Shareholder on the date on which the lists are filed with the Company.

Directors must meet the requirements envisaged by law and by the Company's Bylaws.

More detailed information about procedures, deadlines and documents required to file slates is provided in the item n. 3 of the ordinary part of the agenda and, generally, in applicable law provisions and in the Bylaws.

Slates filed in a manner that does not comply with the foregoing provisions shall be treated as if they were never filed.

The lists will also be subject to the forms of publicity prescribed by the laws and regulations currently in force. The lists shall be made available to the public at the Company's registered office, on the Company's website and by other means established by CONSOB regulations at least twenty-one days prior to the Shareholders' meeting (Thursday, April 7, 2016).

Election of the Board of Statutory Auditors

Pursuant to Article 18 of the Bylaws, the Board of Statutory Auditors, in compliance with the laws currently in force on gender balance, is elected on the basis of slates of candidates filed by shareholders in the manner described below.

Slates for the election of the Board of Statutory Auditors may be filed electronically by sending them to the certified email address [email protected]. If lists are submitted by certified e-mail, a copy of a valid identification document of those submitting it must also be sent.

Pursuant to the provisions of Article 144-sexies, paragraph 5, of the Consob Regulation n. 11971/1999 (the Issuers' Regulation), ownership of the required shareholding, pursuant to the above, for the purposes of submitting the list, is attested by sending to the Company, on the part of the intermediary qualified to keep the accounts of the communication provided for by Article 23 of the Joint Regulations, also after having filed the list, provided that this takes place at least twenty one days before the date set for the Shareholders' Meeting in first call, i.e. on Thursday 7 April, 2016. Please note that ownership of the shareholding is determined having regard to the shares that are recorded in the name of the Shareholder on the date on which the lists are filed with the Company.

If on the deadline for the submission of lists, as indicated above (Monday, April 4, 2016, 12:00 pm) only one list has been submitted, or the only lists submitted were by shareholders who have significant relations contemplated under the applicable statutory laws and regulations, lists may be presented up to the third (3) day after this date (pursuant to the provisions of Article 144-sexies, paragraph 5 of the Issuers' Regulation) i.e. by (and no later than) Thursday, April 7, 2016 at 12:00 pm ("Extension of Deadline"); in the case of an Extension of Deadline, the minimum threshold for presenting lists is reduced to one half, i.e. 0.5% of the share capital.

Statutory Auditors must the requirements envisaged by law and by the Bylaws.

More detailed information about procedures, deadlines and documents required to file slates is provided in the item n. 4 of the ordinary part of the Meeting's agenda and, generally, in applicable law provisions and in the Bylaws.

Slates filed in a manner that does not comply with the foregoing provisions shall be treated as if they were never filed.

However, in the event of an Extension of Deadline in accordance with Article 144-sexies, paragraph 5, of the Issuers' Regulation, the slates submitted for the appointment of the Board of Statutory Auditors will be made available to the public at the Company's registered office, on the Company's website and the other ways specified by CONSOB regulation after 12:00 pm on Thursday April 7, 2016 and no later than 6:00 pm of the same day. In case of an Extension of Deadline, eligible persons are requested to send to the Company the notice provided for in Article 23 of the Joint Regulation together with the lists and, however, by and no later than 6:00 pm on Thursday, April 7, 2016 so that these lists can be published.

*** *** ***

The documents pertaining to the Shareholders' Meeting will be made available to the public at the Company's registered office and on the Company's website (www.diasorin.com, Section "Investors/Information for shareholders/Shareholders' meeting and board/2016") according to the other procedures envisaged by Consob regulations:

at least 40 days before the date of the Shareholders' Meeting on first calling, i.e. on March 18, 2016, the Reports and Motions for resolutions concerning the items no. 3 and no. 4 in the ordinary part of the agenda;
at least 30 days before the date of the Shareholders' Meeting on first calling, i.e. on March 29, 2016, the Report and Motions for resolutions concerning th.e items no. 1, no. 2, no. 5, no. 6 and no. 7 in the ordinary part of the agenda, and the information disclosed in accordance with Article 84-bis of the Issuers' Regulation;
at least 21 days before the date of Shareholders' Meeting on first calling, i.e. on April 7, 2016:
The Annual Financial Report as at December 31, 2015 pursuant to Article 154-ter of the TUF (including the draft of Statutory Financial Statements and the Consolidated Financial Statements at December 31, 2015, the Report on Operations, the Annual Corporate Governance Report and the certifications and reports provided by law);
The Compensation Report pursuant to Article123-ter of the TUF and Article 84-quater of the Issuers' Regulation;
the Reports concerning the items no.1 and no. 2 in the extraordinary part of the agenda;
slates of candidates for the election of the Board of Directors and the Board of Statutory Auditors filed by Shareholders' in compliance with applicable provisions;
at least 15 days before the date of the Shareholders' Meeting on first calling (i.e. by April 13, 2016) the documents required by Article 77, paragraph 2-bis of the Issuers' Regulation and by Article 36, paragraph 1, lett. A) of the Regulations of the Markets adopted with CONSOB Resolution No. 16191/2007 will be filed, with the warning that such filing shall take place only at the Company's registered office.

Shareholders are entitled to receive a copy of these documents.

This notice is published, pursuant to Article 125-bis of the TUF and to Article 84 of the Issuers' Regulation, as well as to Article 8 of the Company's By-Laws, on the Company's website www.diasorin.com (Section "Investors/Information for Shareholders/Shareholders meetings and board/2016") and, as an extract, on the daily newspaper "Il Sole 24 Ore", on the authorized central storage mechanism available on the website and sent to Borsa Italiana S.p.A.

Saluggia, March 17, 2016

The Board of Directors

By Gustavo Denegri Chairman

Explanatory Report concerning item No. 1 on the Agenda

Motion for the approval of the Statutory Financial Statements at December 31, 2015, of the Report on Operations and to appropriate the year's net profit. Presentation of the Consolidated Financial Statements at December 31, 2015. Connected and related resolutions.

The Annual Financial Report at December 31, 2015 pursuant to Article 154-ter of Legislative Decree No. 58/1998 (including the draft of Statutory Financial Statements and the Consolidated Financial Statements at December 31, 2015, the Report on Operations, the Annual Corporate Governance Report and the certifications and reports provided by law) will be made available to the public at the Company's registered office and it will be also published on the Company's website www.diasorin.com (Section "Investors/Information for Shareholders/Shareholders meetings and board/2016") and on the authorized central storage mechanism available on the website , at least 21 days before the date of the Shareholders' Meeting on first calling.

MOTION TO APPROVE THE STATUTORY FINANCIAL STATEMENTS AND TO APPROPRIATE THE 2015 NET PROFIT

Dear Shareholders,

We ask you to approve the Company's financial statements for the year ended December 31, 2015 and recommend that you appropriate the net profit of 46.003.706,75 Euros as follows:

considering that the statutory reserve already reached the maximum threshold pursuant to Article 2430 of the Italian Civil Code, to distribute to the shareholders 35.748.899,55 Euros as a dividend of 0,65 Euros per common outstanding share at coupon date, excluding the treasury shares held in portfolio, equal to No. 949.950 shares;
to carry forward as retained earnings the balance of 10.254.807,20 Euros.

The dividend will be payable on May 25, 2016, with coupon date on May 23, 2016, to the common outstanding shares, excluding the treasury shares. According to Article 83-terdecies of Legislative Decree No. 58/1998, those resulting as shareholders at the end of the accounting day of May 24, 2016 (record date) shall be entitled to the payment of dividend.

Saluggia, March 9, 2016

The Board of Directors

By Gustavo Denegri Chairman

Explanatory Report concerning item No. 2 on the Agenda

Compensation Report pursuant to Article 123-ter of Legislative Decree No. 58/1998.

Dear Shareholders,

the Board of Directors of your company has called you to a Shareholders' Meeting to present the Compensation Report pursuant to Article 123-ter of Legislative Decree No. 58/1998 and Article 84-quater of CONSOB Resolution No. 11971/1999 (the "Issuers' Regulations") and in compliance with Annex A, Schemes 7-bis and 7-ter of the said Resolution.

The Compensation Report is divided into the following sections:

Section I illustrates the Company's policy regarding the remuneration of members of the Board of Directors, General Managers and Executives with Strategic Responsibilities with reference to at least the following year and the procedures used for adoption and implementation of this policy;

Section II contains the individual remuneration for Directors, Statutory Auditors and General Managers and in aggregate form for Executives with Strategic Responsibilities:

in the first part supplies an adequate representation of each components of the remuneration, including payments on leaving office or termination of employment relationship, highlighting the consistency of the same with the remuneration policy followed by the Company as approved in the previous year; amounts and composition of remunerations paid in the year 2015 are in line with the Compensation Policy adopted by the Company;
in the second part illustrates analytically compensation paid in the year (2015) for any reason and in any form by the Company and its subsidiaries, highlighting components of such compensation that relate to activities carried out in previous years and showing also compensation to be paid in one or several subsequent years for activities carried out in the year, indicating where appropriate an estimate for components that may not be quantified in the year to which the report refers;
in the third part provides information on the grant of financial instruments to directors, executives and other employees of DiaSorin and its subsidiaries;
in the fourth part indicates also (applying criteria established in Attachment 3A, Schedule 7-ter of the Issuers Regulations), investments held in the Company and its subsidiaries by members of the Company's boards, by its General Manager and by executives with strategic responsibilities, or by their spouses (unless legally separated) and minor children, either directly or through companies controlled by the same, through trust companies or fiduciaries, as resulting from the Shareholders Register, by communications received and other information acquired by the same components of the corporate boards, the General Manager and executive with strategic responsibilities.

The Compensation Report will be made available to the public at the Company's registered office and will be also published on the Company's website www.diasorin.com (Section "Investors/Information for Shareholders/Shareholders meetings and board/2016") and on the authorized central storage mechanism available on the website , at least 21 days before the date of the Shareholders' Meeting on first calling.

Shareholders are reminded that, in accordance with Article 123-ter, Paragraph 6 of Legislative Decree No. 58/1998, they will be called upon to vote for or against Section I of

the Compensation Report. The resolution is not binding. The result of the vote will be made available to the public within the legal deadline pursuant to Article 125-quater, Paragraph 2, of Legislative Decree No. 58/1998

Dear Shareholders,

we are therefore asking you to adopt the following resolution:

"The Shareholders' Meeting of DiaSorin S.p.A., having examined the report drawn up by of the Board of Directors pursuant to Article 123-ter of Legislative Decree No. 58/1998 and to the other applicable law provisions (the Compensation Report), for the effects set forth under Paragraph 6 of the above mentioned article and in particular having examined Section I of the Compensation Report,

resolves

- to approve Section I of the Compensation Report.".

Saluggia, March 9, 2016

The Board of Directors

By Gustavo Denegri Chairman

Explanatory Report concerning item No. 3 on the Agenda

Election of a Board of Directors, after determining the number of Directors and the length of their term of office; determination of their compensation. Related and required resolutions.

Dear Shareholders,

with the approval of the financial statements as at December 31, 2015, the term of office of the Board of Directors appointed by the Shareholders' Meeting held on April 22, 2013 (except Director Stefano Altara appointed by Shareholders' Meeting held on April 23, 2014 to replace the departed Director Gian Alberto Saporiti) will expire; therefore, the Shareholders' Meeting is required to appoint a new Board of Directors, after determining the number of its members and the length of their term of office.

In this respect, please bear in mind, the following.

Composition of the Board of Directors

Pursuant to Article 18 of the Bylaws, the Company is managed by a Board of Directors comprised of at least 7 and not more than 16 members, in compliance with the laws currently in force on gender balance set out in Article 147-ter, paragraph 1-ter, of Legislative Decree 58/1998 ("TUF"), as introduced by Law no. 120 of July 12, 2011.

The Shareholders' Meeting determines the number of Directors who should serve on the Board of Directors at the time of their election, within the abovementioned limits, and decides the length of their term of office, which, however, may not exceed three years. The term of office of the Directors shall expire when a Shareholders' Meeting is convened to approve the financial statements for the last year of their term of office. The members of the Board of Directors may be reelected.

Directors must also meet the requirements set forth in the statutory and regulatory provisions currently in force.

A minimum number of Directors must match the minimum number of Directors who, pursuant to the abovementioned statutes, are required to meet the independence requirements set forth in Article 148, Section 3, of the TUF.

The Company, also after the exit from the STAR segment, is still committed to comply on a voluntary basis with the main principles of Corporate Governance for companies in the above segment, including the number of independent directors in the Board of Directors, which must be appropriate to the size of the body. According to the Regulations of the Markets organized and managed by Borsa Italiana S.p.A. (Article 2.2.3) and the related instructions (Article IA.2.10.6), we consider the following to be reasonable: (i) Board of Directors composed of up to 8 members must include at least 2 independent directors; (ii) Board of Directors composed of 9 to 14 members must include at least 3 independent directors; (iii) Boards of Directors composed of 14 members must include at least 4 independent directors.

Mechanism for election of the Board of Directors on the basis of slate-voting system

Each shareholder, shareholders who are parties to a shareholders' agreement that qualifies as such pursuant to Article 122 of the TUF, the Company's controlling party, its subsidiaries and joint ventures that qualify as such pursuant to Article 93 of the TUF, may not file or participate in the filing, directly or through a third party or a nominee, of more than one slate and may not vote for multiple slates. Each candidate can be included on only one slate, on penalty of losing the right to be elected. Votes cast in violation of this prohibition will not be attributed to any slate.

We would also like to remind you that shareholders who submit a "minority list" are subject to the recommendations provided by CONSOB communication no. DEM/9017893 of February 26, 2009.

Only shareholders who, alone or with other shareholders, own at least 2.5% (two point five percent) of the share capital bearing voting right in the Ordinary Shareholders' meeting or representing the ownership percentage of share capital established by legal and regulatory provisions in effect at that time, have the right to submit lists. It should be noted that with resolution no. 19499 of January 28, 2016, CONSOB established that 1% of share capital is the minimum qualifying share for presentation of a list for the election of the Company's governance body.

Slates shall be filed at the Company's registered office in Via Crescentino, no building No, Saluggia, by 12:00 p.m. on Monday, April 4, 2016 which is the twenty-fifth day prior to the date of the Shareholders' meeting in single call as one day is a holiday.

Slates for the election of the Board of Directors may be filed electronically by sending them to the certified email address [email protected]. If lists are submitted by certified e-mail, a copy of a valid identification document of those submitting it must also be sent.

Slates must be accompanied by the: (i) information on the identity of the shareholders submitting the lists, indicating the total percentage of shares held; (ii) a declaration in which the single candidates accept the candidature and state, on their own responsibility, the absence of any causes of ineligibility and incompatibility and the existence of eligibility requirements for the respective office; (iii) curricula vitae setting forth the personal and professional qualifications of each candidate and indicating whether a candidate qualifies as an independent Director.

In addition, a certification issued by an intermediary qualified pursuant to law confirming, at the time when a slate is filed with the Company, the ownership of the number of share required for eligibility to file a slate must be filed within the deadline required by the regulations governing the publication of the slates by the Company.

Ownership of the required shareholding, pursuant to the above, for the purposes of submitting the list, is attested by sending to the Company, on the part of the intermediary qualified to keep the accounts of the communication provided for by art. 23 of the Regulation concerning centrally managed services, payment, guarantee systems and the related management companies adopted by the Bank of Italy and Consob on 22 February 2008, as subsequently amended, also after having filed the list, provided that this takes place at least twenty one days before the date set for the Shareholders' Meeting in first call, i.e. on Thursday 7 April, 2015. Please note that ownership of the shareholding is determined having regard to the shares that are recorded in the name of the Shareholder on the date on which the lists are filed with the Company.

Slates which contain a number of candidates equal to or above 3 shall include candidates belonging to both gender, aimed at ensuring the presence in the Board of Directors of at least one third (rounded up) of the seats of the less-represented gender.

Slates filed in a manner that does not comply with the foregoing provisions shall be treated as if they were never filed.

Slates will also be subject to the forms of publicity prescribed by the laws and regulations currently in force. The lists shall be made available to the public at the Company's registered office, on the Company's website and by other means established by CONSOB regulations at least twenty-one days prior to the Shareholders' meeting (Thursday, April 7, 2016).

Election of the Board of Directors

The election of the Board Directors shall be carried out as follows:

a) all except one of the Directors that need to be elected shall be taken from the slate that received the highest number of votes, in the consecutive order in which they are listed on the slate;

b) the remaining Director shall be taken from a minority slate that is not connected in any way, directly or indirectly, with the shareholders who filed or voted for the slate referred to in paragraph a) above and has received the second highest number of votes cast by the shareholders, selecting the first of the candidates who are listed in consecutive order on the slate.

It being understood that, should the minority slate referred to in paragraph b) above fail to receive a percentage of the votes equal to at least half the required percentage for filing a slate all of the Directors that need to be elected shall be taken from the slate that received the highest number of votes referred to in paragraph a) above.

If the candidates elected in the manner described above do not include a sufficient number of Directors who meet the independence requirements that apply to Statutory Auditors pursuant to Article 148, Section 3, of the TUF to achieve the minimum statutory percentage of the total number of elected Directors, the non-independent candidate elected last in consecutive order from the slate that received the highest number of votes, as referred to in letter a) above, shall be replaced with the first non-elected independent candidate who is listed next in consecutive order in the same slate or, otherwise, the first non-elected independent candidate listed in consecutive order on the other slates, based on the number of votes received by each candidate. This replacement procedure shall be applied repeatedly until the Board of Directors includes a number of Directors who meet the requirements of Article 148, Section 3, of the TUF equal to at least the statutory minimum. If this procedure fails to produce the result explained above, the replacement will be carried out by means of a resolution approved by the Shareholders' Meeting with a plurality of the votes, after the names of the candidates that meet the abovementioned requirements have been placed in nomination.

Moreover, if the candidates elected with the manner above described do not comply with the laws currently in force on gender balance, the candidate of the gender more represented elected as the latest in consecutive order from the slate that received the highest number of votes shall be replaced by the first candidate of the gender less represented in consecutive order not elected taken by the same slate. This replacing procedure will be applied until the composition of the Board of Directors comply with the laws currently in force on gender balance. If this replacing procedure does not assure the gender balance, the replacing will be carried out by shareholders' meeting resolving with majority required pursuant to law, upon submission of candidates belonging to the gender less represented.

If only one slate is filed or if no slate is filed, the Shareholders' Meeting shall approve its resolutions with the majorities required by law without being required to comply with the procedure described above in compliance with the laws currently in force on gender balance. Finally, we would like to remind you that the Company's Board of Directors, at their meeting held on March 9, 2016, defined, in compliance with the provisions of the Corporate Governance Code for listed companies, (see Article 1.C.1. g) and h), the professional and managerial profiles deemed appropriate for the composition of the Board of Directors.

In this regard the Board of Directors, supported by the Nominating Committee and taking into account the outcome of the self-assessment process, deemed fundamental the contribution of the members of the Board of Directors.

Term of office and determination of the compensation of the Board of Directors

We would also like to remind you that the ordinary Shareholders' Meeting will be called on to establish the term of office of the new Board of Directors, pursuant to Article 11 of the Bylaws, and determine the compensation of the members of the Board. In this respect, pursuant to Article 16 of the Bylaws, the Shareholders' Meeting may determine an aggregate amount for compensation of all directors, excluding directors with operating mandate. The board of Directors will determine the compensation of Directors with operating mandate, after considering the proposal of the Board of Statutory Auditors. Alternatively, the Shareholders' Meeting may determine an aggregate amount for compensation of all directors, included directors with specific mandates.

Saluggia, March 9, 2016

The Board of Directors

By Gustavo Denegri Chairman

Explanatory Report concerning item No. 4 on the Agenda

Election of a Board of Statutory Auditors and its Chairman; determination of their compensation. Related and required resolutions.

Dear Shareholders,

with the approval of the financial statements as at December 31, 2015, the term of office of the Board of Statutory Auditors appointed by the Shareholders' Meeting held on April 22, 2013 will expire; therefore, the Shareholders' Meeting is required to appoint a new Board of Statutory Auditors and its Chairman, in compliance with applicable legal and statutory provisions.

In this respect, please bear in mind, the following.

Composition of the Board of Statutory Auditors

Pursuant to Article 18 of the Bylaws, the ordinary Shareholders' Meeting elects the Board of Statutory Auditors, comprised of 3 Statutory Auditors and 2 alternate auditors, in compliance with the laws currently in force on gender balance set out in Article 148, paragraph 1-bis, of Legislative Decree 58/1998 ("TUF"), as introduced by Law no. 120 of July 12, 2011.

who may be in a position that prevents him or her from being elected or may be otherwise unelectable or does not meet the requirements of professionalism, integrity and independence set forth in the laws currently in force may not serve as a Statutory Auditor and, if elected, shall automatically forfeit their office.

Specifically, insofar as the professionalism requirements are concerned, as set forth in Article 1, Section 3, of Ministerial Decree No. 162 of March 30, 2000 (when applicable), which makes reference to Section 2, Letters b) and c) of the abovementioned Article 1, it shall be understood that "subject matters that are relevant to the Company's business" shall mean those related to the health-care and medical fields.

At least two Statutory Auditors and one Alternate Auditor will be selected from among individuals listed in the register of auditors who have been engaged in the statutory audit of accounts for a period of no less than three years. Statutory Auditors who do not meet this requirement will be selected from among individuals with at least three years' overall experience in:

(a) the management and control of, or the performance of administrative duties in limited liability companies with a share capital of at least EUR 2 million, or;

(b) professional activities or university teaching/ in law, business and finance, technology and science or related to health-care and medical sector, or;

(c) managerial functions at government or public sector entities in the credit, finance or insurance or at least health-care and medical sectors.

slate-voting system

Pursuant to Article 18 of the Bylaws, Statutory Auditors are elected on the basis of slates of candidates filed by shareholders, in compliance with the laws currently in force on gender balance. The slates shall list the candidates' names in consecutive order by number, specifying whether each candidate is standing for election as a Statutory Auditor or as an Alternate.

Slates filed with a number equal to or with more than 3 candidates shall be composed by candidates belonging to both genders so that the least represented gender is awarded at least one- third (rounded up) of the candidates running for being elected as Statutory Auditors and at least one- third (rounded up) of the candidates running for being elected as Alternate.

Each shareholder, shareholders belonging to a shareholders' agreement that meet the requirements of Article 122 of the TUF, as well as the Company's controlling party, its subsidiaries and joint ventures that qualify as such pursuant to Article 93 of the TUF may not file or participate in the filing, directly or through a third party or a nominee, of more than one slate and may not vote for multiple slates. Each candidate can be included on only one slate, on penalty of losing the right to be elected. Votes cast in violation of this requirement will not be attributed to any slate of candidates.

Slates shall be filed at the Company's registered office in Via Crescentino (no building No), Saluggia, where they must be available to anyone upon request, by 12:00 p.m. on Monday, April 4, 2016 which is the twenty-fifth day prior to the date of the Shareholders' meeting in single call as one day is a holiday.

Slates for the election of Statutory Auditors may be filed electronically by sending them to the certified email address [email protected]. If lists are submitted by certified e-mail, a copy of a valid identification document of those submitting it must also be sent.

In accordance with laws and regulations in force, the slates must be accompanied by: (i) information on the identity of the shareholders submitting the lists, indicating the total percentage of shares held; the total percentage of shares held is attested, even after the list has been filed, within the time limit and in the manner established by applicable law and regulations, as specified below; (ii) an affidavit by the shareholders different from those who hold, jointly or individually, a controlling or relative majority interest attesting to the absence of any forms of association with such shareholders, pursuant to Article 148, second Paragraph of the TUF and by regulatory or other provisions in force; (iii) exhaustive information on the personal and professional characteristics of each candidate; (iv) a declaration in which the single candidates accept the candidature and state, on their own responsibility, the absence of any causes of ineligibility and incompatibility and the existence of the requirements laid down by law and by the company's Bylaws for the

respective office; and (v) listings of any management and control posts held by the candidates at other companies. The filing of slates, whenever made in accordance to the above mentioned provisions, is valid also for the second call.

If the conditions set forth above are not complied with, the affected slate shall be treated as if it had never been filed.

Issuers' Regulation) Extension of Deadline

sexies

Pursuant to Article 144-sexies, Paragraph 4-quater, of the Issuers' Regulation, the total number of shares held by the Shareholders submitting the list is attested by a notice prepared by an intermediary and sent to the Company, in accordance with Article 23 of the Regulation concerning rules governing central depositories, settlement services, guarantee systems and related management companies adopted by the Banca d'Italia and by CONSOB on February 22, 2008, as amended, (the "Joint Regulation") , even after the list has been filed, provided it is at least twenty-one days prior to the scheduled date of the Shareholders' meeting, in single call, i.e. not later than April 7, 2016. In case of an Extension of Deadline, eligible persons are requested to send to the Company the notice provided for in Article 23 of the Joint Regulation together with the lists and, however, by and no later than 6:00 pm on Thursday, April 7, 2016 so that these lists can be published. Ownership of the percentage of share capital is determined having regard to the shares registered in favor of the shareholder on the day on which the lists are filed with the Company.

Election of the Board of Statutory Auditors

Pursuant to Article 18 of the Bylaws, the results of the balloting shall reflect the following process:

the Statutory Auditor candidate listed first in the slate that received the second highest number of votes and that, pursuant to laws and regulations currently in force, is not in any way linked, directly or indirectly, with the shareholders who filed the slate that received the highest number of votes is elected to the post of Chairman of the Board of Statutory Auditors.
the candidates listed, respectively, first and second in the slate that received the highest number of votes, as referred to in this paragraph, are elected to the post of Statutory Auditor. Alternate candidates who are listed first in the slates that received the highest and second highest number of votes are elected to the post of Alternate.

If two or more lists receive the same number of votes, a new balloting is held. If the result is again a tie, the slate filed by the shareholders who own the largest percentage interest or, alternatively, the slate filed by the largest number of shareholders shall prevail.

Furthermore, if with the manner above described the composition of the Board of Statutory Auditors with reference to the Statutory Auditors does not comply with the laws currently in force on gender balance, the necessary replacements, in consecutive order, with candidates running for the election as Statutory Auditors from the slate that received the highest number of votes shall be carried out.

If only one slate of candidates is filed, all Statutory Auditors and Alternates are elected from that slate, in compliance with the laws currently in force on gender balance.

Determination of compensation of the Board of Statutory Auditors

Pursuant to Article 18 of the Bylaws, the ordinary Shareholders' Meeting will be called on to establish the compensation payable to the members of the Board of Statutory Auditors.

Saluggia, March 9, 2016

The Board of Directors

By Gustavo Denegri Chairman

Explanatory Report concerning item No. 5 on the Agenda

Appointment of Independent Auditors for the years 2016-2024 and determination of the related fee pursuant to Legislative Decree 39/2010. Related and required resolutions.

Dear Shareholders,

with the approval of the financial statements as at December 31, 2015, the independent audit assignment granted to Deloitte & Touche S.p.A. by the ordinary Shareholders' Meeting on February 27, 2007 for financial years 2007-2015, will expire.

We therefore submit for your approval the proposal related to the appointment of the independent auditors for the period 2016-2024 and the determination of the related fees, pursuant to Legislative Decree 39/2010 (Implementation of Directive 2006/43/CE, on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/CEE and 83/349/CEE and repealing Council Directive 84/253/CEE).

In this respect, please note that Article 13 of the Legislative Decree 39/2010 establishes that the ordinary Shareholders' Meeting, following a reasoned proposal by the Board of Statutory Auditors, shall appoint the independent auditors and determine fees payable to the auditing company for the entire duration of the assignment and any criteria for the adjustments of those fees during the performance of the assignment.

Article 17 of the Legislative Decree 39/2010 expressly provides that, for Italian companies which are issuers of securities admitted to trading on Italian and European Union regulated markets, the term of the assignment granted to the independent auditors shall be nine fiscal years, with no renewal unless at least three fiscal years have elapsed from the date of termination of the previous engagement.

In light of the foregoing, the Board of Directors submits, for examination and approval by the Shareholders' Meeting the reasoned proposal formulated by the Board of Statutory Auditors regarding the appointment of independent auditors for the years 2016-2024, hereinafter attached.

Saluggia, March 9, 2016

The Board of Directors

By Gustavo Denegri Chairman

Annex

REASONED PROPOSAL FORMULATED BY THE BOARD OF STATUTORY AUDITORS REGARDING THE APPOINTMENT OF INDEPENDENT AUDITORS FOR THE FISCAL YEARS 2016 – 2024

Dear Shareholders,

with the approval of the financial statements as at December 31, 2015, the independent audit assignment granted to Deloitte & Touche S.p.A. by the Shareholders' Meeting of DiaSorin S.p.A. on February, 12, 2007 for the period 2007-2015, will expire.

The aforementioned assignment may not be renewed as in the financial year 2015 the nine-year period set forth in Article 17 of the Legislative Decree 39/2010 has been completed.

Pursuant to Article 13 of Legislative Decree, the Shareholders' Meeting "...following a reasoned proposal formulated by the Board of Statutory Auditors, shall appoint ……the company for the statutory auditing of accounts and determine the related fees for the entire duration of the assignment and any criteria for the adjustments of those fees during that assignment.".

The Board of Statutory Auditors, therefore, with the support of the competent Corporate functions, carried out all the activities required to submit a reasoned proposal to the Shareholders' Meeting. Specifically, the Board of Statutory Auditors approved a procedure to select the new auditing company to be carried out through a tender procedure and approved the requirements for the qualifications of the parties to be admitted to the aforementioned tender procedure, on the basis of which the following companies have been invited to submit their proposals: KPMG S.p.A., PricewaterhouseCoopers S.p.A. and Reconta Ernst & Young S.p.A.. The Board of Statutory Auditors also approved the criteria for the evaluation of the proposals based on both qualitative parameters in relation to - knowledge of the DiaSorin Group, highly experienced and professional auditing team, quality and mix of available resources, experience in the field of "life sciences" and listed companies - and on quantitative parameters in relation to- number of hours estimated to perform the assignment , audit fees, non-audit services permitted by current law and adjustment to the audit fees depending on work volumes.

In summary, the following are outlined:

criteria used in the selection process of the new auditing company;

-choice of the auditing company with evidence of the related distinctive elements;

economic content of the proposal for auditing activities concerning DiaSorin and the Group's companies.

Guidelines for selection of the Independent Auditors

The Board of Statutory Auditors has adopted the single group auditor, as a different solution could generate inefficiency in the performance of the auditing services, as well as a diseconomy for the Group; furthermore, a different solution would complicate the appointment of the independent auditor at the end of the nine-year period because it would shorten the list of the companies eligible to perform the audit of the DiaSorin Group.

The Board of Statutory Auditors, therefore, has requested that all proposal be formulated with reference to all DiaSorin Group's companies in the scope of consolidation.

Assessment and selection of auditing company

The proposals formulated by the auditing companies were received on October 6, 2015 and preliminary examined by the Board of Statutory Auditors. Subsequently the Board met representatives of the auditing companies on December 14, 2015.

The Board of Statutory Auditors assessed autonomously the auditing companies and on the basis of the qualitative and quantitative criteria described above along with the meetings held with auditing companies attending the tender procedure, considered the proposal formulated by PricewaterhouseCoopers S.p.A., as the most suitable and in line with the needs and characteristics of the DiaSorin Group.

To this date, PricewaterhouseCoopers S.p.A. and, specifically, its auditing team meet the independence requirements demanded by the laws in force and, on the basis of available elements, the Board determined the absence of grounds of incompatibilities. With regard to independence requirements the Board of Statutory Auditors, therefore, acquired the declarations regarding independence required by concerning situations that may put the independence of the proposed statutory auditors in doubt on the starting date of the first fiscal year to which the audit refers or the fiscal year in which the task of auditing is granted.

Fees for the auditing services concerning DiaSorin S.p.A. and the DiaSorin Group

The proposal formulated by PricewaterhouseCoopers S.p.A., concerning both DiaSorin S.p.A. and companies belonging to the DiaSorin Group, includes the performance of the following activities:

statutory audit of IFRS Consolidated Financial Statements of the DiaSorin Group;
statutory audit of IFRS Separate Financial Statements of DiaSorin S.p.A.;
audit of IFRS "Reporting Packages" of subsidiaries, pursuant to the current regulations in their countries of residence;
voluntary audit of Annual Financial Report of subsidiaries and associates;
Limited audit of IFRS Consolidated half-year Report of DiaSorin S.p.A.;
Limited audit of IFRS "Reporting Packages" of the DiaSorin Group's companies to be included in the consolidated half-year Report.

The proposal for the statutory auditing includes verifications on regular keeping of the company accounts and correct reporting of operating events in the accounts, in accordance with Article 14, paragraph 1, of Legislative Decree. n. 39/2010; it includes, also, verifications and signing of tax statements when regulations require the independent auditor to perform this task.

The estimate for the hours required for the statutory auditing of accounts and for other auditing activities, for a total of 7,270 hours per year, and the division among the various different categories of professional is consistent with:

(i) the size, composition and riskiness of the most significant property, economic and financial assets of the Company and the risk profiles related to the process for the consolidation of the data relating to the subsidiary companies;
(ii) the technical preparation and experience which the audit work requires;

(iii) the need to ensure as well as the material execution of the checks, adequate supervision and assistance, in accordance with the principles and criteria set by Consob and pursuant to Article 162 of the TUF.

Lastly, the annual fee provided on PricewaterhouseCoopers S.p.A. proposal for the auditing services concerning DiaSorin S.p.A., excluding extra audit activities such as certification services, amount to 115,000.00, +VAT, statutory costs, CONSOB contributions, out-of-pocket expenses and secretarial costs, equal to a total number of 1,480 hours. As regard the DiaSorin Group, including the Group's Parent Company, the annual fees amount to EUR 644,000.00 equal to 7,270 hours.

Each of the Group's companies will bear its own costs and expenses for auditing services. The fees will be subjected to adjustment starting from January 2017, according to the total change in the ISTAT cost of living index (base June 2016=100).

Shareholders,

in the light of the above we invite you to approve the proposal submitted by PricewaterhouseCoopers S.p.A., as submitted and described in this Reasoned Proposal Milan, January22, 2016

The Board of Statutory Auditors

Roberto Bracchetti - Chairman

Ottavia Alfano - Statutory Auditor

Andrea Caretti - Statutory Auditor

Explanatory Report concerning item No. 6 on the Agenda

Resolutions pursuant to Article 114-bis of Legislative Decree No. 58/1998 concerning the establishment of a stock option plan. Connected and related resolutions.

Dear Shareholders,

We are submitting for your approval a plan to incentivize and increase the loyalty of employees called "DiaSorin S.p.A. 2016 Stock Option Plan" (the "2016 Plan") reserved for executives and employees of DiaSorin S.p.A. ("DiaSorin" or the "Company") and the companies that it controls directly or indirectly (hereinafter the "Subsidiaries" and, together with DiaSorin, the "Group"), pursuant to Article 144-bis of Legislative Decree No. 58/1998 (the "TUF"), which shall be implemented through free grants of options valid to buy common treasury shares held by the Company.

An Information Memorandum about the 2016 Plan, prepared in accordance with Article 84-bis of the CONSOB Resolution No. 11971/1991 (the "Issuers' Regulations") and in compliance with the Annex 3A of the Issuers' Regulations, has been made available to the public within the deadline and in the manner required pursuant to law.

1. Reasons for adopting the 2016 Plan

The purpose of the 2016 Plan is to continue the policy of incentivizing and increasing the loyalty of key Group employees by making them feel part of the Company's ownership base, thereby helping retain within the Group their specific competencies by allowing them to share in the Company's profits and future growth.

The motion for the adoption of the 2016 Plan has been submitted by the Board of Directors upon recommendation of the Compensation Committee.

With reference to the incentivizing remuneration based on stock options plans, it should be also noted that the adoption of remuneration plans based on shares is consistent with the guidelines of the Corporate Governance Code for Listed Companies of Borsa Italiana S.p.A. and with the principles included in the "Compensation Policy" adopted by the Company, as described in the Compensation Report pursuant to Article 123-ter of the TUF, available on the Company's website www.diasorin.com (Section Investors/Governance/Corporate Governance system).

2. Subject and Implementation Method of the 2016 Plan

Beneficiary/ies Options Exercise Price

The 2016 Plan does not receive support from the Special Fund to Incentivize Employee Company Stock Ownership referred to in Article 4, Section 112, of Law No. 350 of December 24, 2003.

3. Beneficiaries of the 2016 Plan

The 2016 Plan is addressed to parties who, on the Option grant date (the "Grant Date") have a permanent employment relationship with the Company or one of its Subsidiaries (or anyway a comparable relationship under the legislation from time to time applicable to the Company or to one of its Subsidiaries).

On each Grant Date, the Board of Directors will designate the individual Beneficiaries, within the abovementioned categories, and determine the number of Options awarded to each Beneficiary, taking into account the number, category, organizational level, responsibilities and professional competencies of the Beneficiaries.

The Board of Directors may delegate its powers, tasks and responsibilities in connection with the execution and implementation of the 2016 Plan, to the Chairman of the Board of Directors, the Deputy Chairman and/or DiaSorin's Chief Executive Officer, acting jointly or severally, it being understood that the Board of Directors shall have sole jurisdiction over any decision related to and/or concerning a grant of Option to a Beneficiary who is also the Chairman and/or Deputy Chairman and/or DiaSorin's Chief Executive Officer (as well as over any other decision related and/or pertaining to the management and/or implementation of the 2016 Plan concerning the abovementioned parties).

Consistent with the guidelines of the Corporate Governance Code of Borsa Italiana S.p.A and with the Compensation Policy adopted by the Company, the Compensation Committee provides consulting support and makes recommendations with regard to the implementation of the 2016 Plan.

An ongoing employment relationship with DiaSorin or a Subsidiary is an eligibility requirement for the 2016 Plan.

Specifically, under the 2016 Plan, if the employment relationship is ended as a result of a bad leaver situation before the exercise of the Options, all Options awarded to the Beneficiary shall lapse and shall become null and void, thereby releasing the Company from any obligation or liability. Bad leaver refers to situations when the employment relationship is ended due to:

(i) firing of a Beneficiary for cause or (a) violation by the Beneficiary of the laws governing employment relationships; (b) criminal conviction of the Beneficiary of a crime resulting from a malicious or negligent act;

(ii) resignation by the Beneficiary not justified by the occurrence of (a) withdrawal from the employment relationship due to a Beneficiary's physical or mental disability (caused by illness or accident) resulting in inability to work for more than 6 (six) months; (b) death of the Beneficiary.

If the employment relationship is ended as a result of a good leaver situation, the Beneficiary will retain the right to exercise his/her awarded Options proportionately to the length of his/her employment after the Grant Date, as against the length of time running between the Grant Date and the initial Option exercise date. Options that are not exercisable shall become void automatically, thereby releasing the Company from any obligation or liability.

Good leaver refers to situations when the employment relationship is ended due to (i) firing without cause; (ii) withdrawal from the employment relationship due to a Beneficiary's physical or mental disability (caused by illness or accident) resulting in inability to work for more than 6 (six) months; (iii) death of the beneficiary; (iv) retirement of the Beneficiary; and (v) loss of the status of subsidiary by the company employing the Beneficiary.

4. Duration of the 2016 Plan and Exercise of the Options

The Options awarded to a Beneficiary may be exercised in accordance with the provisions of the 2016 Plan Regulations, whose adoption will be delegated to the Board of Directors, and the corresponding option contract.

Under the 2016 Plan, (i) Options may be awarded to Beneficiaries identified by the Board of Directors over a period of three years from the date when the 2016 Plan Regulations are approved and (ii) Options are exercisable during the exercise periods defined in the 2016 Plan Regulations and/or the option contract, it being understood that awarded Options may not be exercised for a three years period following the Grant Date..

Under the 2016 Plan, the exercise of the Options by the Beneficiaries shall be suspended during the period:

between the day of any meeting of the Board of Directors held with the purpose of approving a resolution to convene a Shareholders' Meeting called to approve (i) the statutory financial statements and at the same time the proposal to distribute dividends or (ii) the proposal to distribute special dividends; and

the day when the Shareholders' Meeting in question is held.

In case the Shareholders' Meeting resolves upon the distribution of a dividend or special dividend, the suspension period will anyway expire the day after the relevant coupon date.

The Board of Directors shall also have the right to suspend the Beneficiaries' right to exercise their Options during certain periods of the year. In such cases, the Board of Directors shall send a special written notice to each Beneficiary.

5. Restrictions on the Transfer of Options

Options are awarded on a personal basis and may be exercised exclusively by the Beneficiaries. Unless the Board of Directors resolves otherwise and except for the provisions applicable in the event of interruption of an employment relationship (including transfers due to death), Options may not be transferred or negotiated, pledged or otherwise encumbered by the Beneficiary and/or provided as collateral both as a result of a contract or pursuant to law.

There are no restrictions on the transfer of Company Shares acquired through the exercise of the Options.

*** *** ***

Dear Shareholders,

Based on the information provided above, we recommend that you adopt the following resolutions:

"The Ordinary Shareholders' Meeting of DiaSorin S.p.A., having reviewed and approved the explanatory report submitted by the Board of Directors,

resolves to

(i) approve, pursuant to and for the purposes of Article 114-bis of Legislative Decree No. 58/1998, the establishment of a new stock option plan called "DiaSorin S.p.A. 2016 Stock Option Plan" with the characteristics (including implementation conditions and requirements) specified in the Explanatory Report of the Board of Directors and in the Information Memorandum prepared in accordance with article 84-bis of CONSOB regulations no. 11971/1999 (thereto attached under letter "A"), delegating to the Board of Directors the task of adopting the required regulations;

(ii) grant to the Board of Directors any and all powers that may be necessary or appropriate to implement the "DiaSorin S.p.A. 2016 Stock Option Plan," including, the following nonexhaustive list being provided merely by way of example, all powers to designate the Beneficiaries and determine how many options should be awarded to each Beneficiary, proceed with the granting of Options to the Beneficiaries, and carry out all acts, required activities, formalities and communications that may be necessary or appropriate for the purpose of managing and/or implementing the Plan, with the option of delegating its powers, tasks and responsibilities in connection with the execution and implementation of the Plan to the Chairman of the Board of Directors, the Deputy Chairman and/or DiaSorin's Chief Executive Officer, acting jointly or severally, it being understood that the Board of Directors shall have sole jurisdiction over any decision related to and/or concerning a grant of Option to a Beneficiary who is also the Chairman and/or Deputy Chairman and/or DiaSorin's Chief Executive Officer, as well as over any other decision related and/or pertaining to the management and/or implementation of the 2016 Plan concerning the abovementioned parties."

Saluggia, March 9, 2016

The Board of Directors

By Gustavo Denegri Chairman

ANNEX "A"

DIASORIN S.P.A.

INFORMATION MEMORANDUM ABOUT A COMPENSATION PLAN BASED ON GRANTS OF STOCK OPTIONS, PREPARED IN ACCORDANCE WITH ARTICLE 84-BIS OF REGULATIONS NO. 11971 APPROVED BY THE CONSOB ON MAY 14, 1999, AS AMENDED, WHICH IS BEING SUBMITTED TO THE SHAREHOLDERS' MEETING OF DIASORIN S.P.A. FOR APPROVAL

Saluggia, March 9, 2016

DEFINITIONS

The following definitions apply to the corresponding terms, when used in this Information Memorandum.

Beneficiary	The Recipient of an Option grant
Board	The Company's current Board of Directors or its representatives
Compensation Committee	The Company's Compensation Committee, which provides consulting support and makes recommendations with regard to the implementation of the Plan, consistent with the guidelines of the Corporate Governance Code for Listed Companies of Borsa Italiana S.p.A. and the Compensation Policy adopted by the Company, as described in the Compensation Report pursuant to Article 123-ter of the TUF, available on the Company's website www.diasorin.com (Section Governance/Corporate Governance system)
DIASORIN or the Company	DIASORIN S.p.A., with registered office at Via Crescentino (no building number), Saluggia (VC), Italy
Exercise Notice	The communication by which a Beneficiary exercises the awarded Options
Exercise price	The consideration that a Beneficiary will be required to pay to exercise Options and buy Shares
Final Exercise Date	The final deadline for exercising Options, as defined in the Plan Regulations and/or the Option Contract
Grant Date	The date when the Board approves a an Option grant to a Beneficiary
Group	DIASORIN and its Subsidiaries
Information Memorandum	This information memorandum, prepared in accordance with Article 84-bis of the Issuers' Regulations and consistent, including with regard to the numbering of sections, with the guidelines provided in Form 7 of Annex 3A to the Issuers' Regulations
Initial Exercise Date	The date when Options become exercisable, as defined in the Plan Regulations and/or the Option Contract
Issuers' Regulations	Consob Regulation No. 11971/1999, as amended
MTA	Abbreviation from the Italian name (Mercato Telematico Azionario) of the Italian online securities

	market organized and operated by Borsa Italiana S.p.A.
Option	The right granted to a recipient to buy Shares in accordance with the Plan's rules; each Option conveys the right to buy one Share
Option Contract	The Contract by which the Company grants Options to a Beneficiary, duly signed by the latter for acceptance
Ordinary Shareholders' Meeting	The Company's Ordinary Shareholders' Meeting convened for April 28, 2016, on the first calling, and April 29, 2016, on the second calling to vote (i) on a motion to adopt the Plan (sixth item on the Agenda) and (ii) on a motion to authorize the Board of Directors to buy and dispose of treasury shares (seventh item on the Agenda)
Plan	The motion to adopt the "DIASORIN S.p.A. 2016 Stock Option Plan" approved by DIASORIN's Board of Directors on March 9, 2016, which will be submitted for approval to the Ordinary Shareholders' Meeting, pursuant to Article 114-bis of the TUF
Recipient	A party who, on the Grant Date, has a permanent employment relationship with the Company or one of its Subsidiaries (or anyway a comparable relationship under the legislation from time to time applicable to the Company or to one of its Subsidiaries)
Relationship	The employment relationship between a Recipient and the Company or a Subsidiary (or anyway a comparable relationship under the legislation from time to time applicable to the Company or to one of its Subsidiaries)
Shares	The DIASORIN common shares, with a par value of 1 (one) euro each, subject of the Plan, reserved for Beneficiaries who exercise their Options
Subsidiaries	Italian and foreign companies that are directly or indirectly controlled by the Company, pursuant to Article 93 of the TUF
TUF	Legislative Decree No. 58/1998 (Testo Unico sulla Finanza), as amended

FOREWORD

The subject of this Information Memorandum, prepared in accordance with Article 84-bis of the Issuers' Regulations and consistent, including with regard to the numbering of sections, with the guidelines provided in Form 7 of Annex 3A to the Issuers' Regulations, is the motion to adopt the "DIASORIN S.p.A. 2016 Stock Option Plan" approved by DIASORIN's Board of Directors on March 9, 2016, upon recommendation of the Compensation Committee.

The abovementioned motion to adopt the "DIASORIN S.p.A. 2016 Stock Option Plan" will be submitted for approval to the Ordinary Shareholders' Meeting of the Company, convened for April 28, 2016, on the first calling, and April 29, 2016, on the second calling (sixth item on the Agenda).

As of the date of this Information Memorandum, the motion to adopt the "DIASORIN S.p.A. 2016 Stock Option Plan" had not yet been approved by the Ordinary Shareholders' Meeting.

Therefore:

(i) this Information Memorandum has been prepared based exclusively on the content of the motion to adopt the "DIASORIN S.p.A. 2016 Stock Option Plan" approved by the Company's Board of Directors on March 9, 2016, upon recommendation of the Compensation Committee;

(ii) any reference to the Plan (as above defined) contained in this Information Memorandum shall be understood as referring to the motion to adopt the "DIASORIN S.p.A. 2016 Stock Option Plan".

If necessary, this Information Memorandum will be updated, within the deadline and in the manner required pursuant to current regulations, if the motion to adopt the "DIASORIN S.p.A. 2016 Stock Option Plan" is approved by the Ordinary Shareholders' Meeting, consistent with resolutions adopted by the Ordinary Shareholders' Meeting and the organizational entities responsible for implementing the Plan.

The Plan shall be considered of "major significance" pursuant to Article 114-bis, Section 3, of the TUF and Article 84-bis of the Issuers' Regulations, as it may be addressed to some Recipients belonging to the top management of DIASORIN

1. PLAN'S RECIPIENTS

1.1. Listing by name of the Plan's Recipients who are not members of the Board of Directors or the Managing Board of the issuer of financial instruments, companies controlling the issuer and direct or indirect subsidiaries of the issuer.

See Section 1.2 below.

1.2. Categories of employees or associates of the issuer of financial instruments, companies controlling the issuer and subsidiaries of the issuer.

The Plan is addressed to parties who on the Grant Date have a permanent employment relationship with the Company or one of its Subsidiaries (or anyway a comparable relationship under the legislation from time to time applicable to the Company or to one of its Subsidiaries). As of the date of this Information Memorandum, the Plan has not yet been approved by the Ordinary Shareholders' Meeting. Under the Plan, the Board of Directors will be responsible for designating the individual Beneficiaries. Consequently, a listing by name of Beneficiaries, within the Recipients category identified above, cannot be provided. It is possible that the Beneficiaries designated by the Board of Directors may also include parties serving as Directors of the Company or its subsidiaries.