SHAREHOLDERS' MEETING DIASORIN S.p.A.

April 27, 2017 (first calling) April 28, 2017 (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 7
Explanatory Report concerning item No. 2 on the Agenda 8
Explanatory Report concerning item No. 3 on the Agenda 10
Explanatory Report concerning item No. 4 on the Agenda 12
Explanatory Report concerning item No. 5 on the Agenda 29

Corporate Bodies

B o a r d o f D i r e c t o r s (elected on April 28, 2016)

Chairman	Gustavo Denegri
Deputy Chairman	Michele Denegri
Chief Executive Officer	Carlo Rosa (1)
Directors	Giancarlo Boschetti
	Stefano Altara
	Chen Menachem Even
	Franco Moscetti (2)
	Giuseppe Alessandria (2) (3)
	Roberta Somati (2)
	Fiorella Altruda (2) (4)
	Francesca Pasinelli (2)
	Monica Tardivo (2)
	Enrico Mario Amo
	Tullia Todros (2)
	Vittorio Squarotti

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 Statutory Auditors	Monica Mannino Roberto Bracchetti Ottavia Alfano
Alternates	Salvatore Marco Fiorenza Maria Carla Bottini

I n d e p e n d e n t A u d i t o r s PricewaterhouseCoopers 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	Giuseppe Alessandria (Chairman) Franco Moscetti Michele Denegri
Related Parties Committee	Franco Moscetti (Chairman) Giuseppe Alessandria Roberta Somati

(1) General Manager

(2) Independent Director

(3) Lead Independent Director

⁽⁴⁾ The Director Mrs. Fiorella Altruda has been coopted by the Board of Directors with resolution dated December 19, 2016, following the resignation of the Director Mrs. Maria Paola Landini.

Notice of Shareholders' Meeting

Eligible shareholders are invited to attend an Ordinary Shareholders' Meeting scheduled at 3:00 p.m., on April 27, 2017, at 3 Via Filodrammatici, in Milan (at Mediobanca S.p.A.), on first calling, and on April 28, 2017 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

1. Motion for the approval of the Statutory Financial Statements at December 31, 2016, of the Report on Operations and to appropriate the year's net profit. Presentation of the Consolidated Financial Statements at December 31, 2016. Related and required resolutions.
2. Compensation Report pursuant to Article 123-ter of Legislative Decree No. 58/1998. Related and required resolutions.
3. Appointment of a Director. Related and required resolutions.
4. Resolution pursuant to Article 114-bis of Legislative Decree No. 58/1998 concerning the establishment of a Stock Option Plan. Related and required resolutions.
5. 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.

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 1,189,950 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 18, 2017 (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 24, 2017); 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/2017"). 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, free of charge for the delegating shareholder (except for any shipping fees), with instructions on voting on all or some of 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/2017") 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 11:59 p.m. of April 25, 2017, if the Shareholders' Meeting is held on first calling or by 11:59 p.m. of April 26, 2017, 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 hand delivering during business hours (from 9:00 a.m. to 5:00 p.m) or by shipping them by registered letter with return receipt or courier (Foro Buonaparte 10, 20121 Milano, Re. "Delega Assemblea DIASORIN 2017") 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 24, 2017, 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/2017") 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 April 3, 2017) 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 12, 2017). 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.

Appointment of a Director

For the appointment of a Director to integrate the Board of Directors, the Shareholders' Meeting resolves with the majorities required pursuant to law, without slate voting.

For further information, please refer to the Explanatory Report concerning item No. 3 on the Agenda.

*** *** ***

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/2017") according to the other procedures envisaged by Consob regulations:

at least 30 days before the date of the Shareholders' Meeting on first calling, i.e. by March 28, 2017, the Report and Motions for resolutions concerning all items of the agenda, as well as the Information Memorandum on the Stock Option Plan prepared pursuant to Article 84 bis of the Issuers' Regulation;
at least 21 days before the date of Shareholders' Meeting on first calling, i.e. by April 6, 2017:
The Annual Financial Report as at December 31, 2016 pursuant to Article 154-ter of the TUF (including the draft of Statutory Financial Statements and the Consolidated Financial Statements at December 31, 2016, 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;
at least 15 days before the date of the Shareholders' Meeting on first calling (i.e. by April 12, 2017) 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/2017") and, as an extract, on the daily newspaper "Italia Oggi", on the authorized central storage mechanism available on the website and sent to Borsa Italiana S.p.A.

Saluggia, March 24, 2017

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, 2016, of the Report on Operations and to appropriate the year's net profit. Presentation of the Consolidated Financial Statements at December 31, 2016. Connected and related resolutions.

The Annual Financial Report at December 31, 2016 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, 2016, 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/2017") 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 2016 NET PROFIT

Dear Shareholders,

We ask you to approve the Company's financial statements for the year ended December 31, 2016 and recommend that you appropriate the net profit of 60.280.111,69 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 43.806.645,60 Euros as a dividend of 0,80 Euros per common outstanding share at coupon date, excluding the treasury shares held in portfolio, equal to No. 1.189.950 shares;
to carry forward as retained earnings the balance of 16.473.466,09 Euros.

The dividend will be payable starting from May 24, 2017, with coupon date on May 22, 2017, 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 23, 2017 (record date) shall be entitled to the payment of dividend.

Saluggia, March 8, 2017

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 2016 are in line with the Compensation Policy adopted by the Company;
in the second part illustrates analytically compensation paid in the year (2016) 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/2017") 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 8, 2017

The Board of Directors

By Gustavo Denegri Chairman

Explanatory Report concerning item No. 3 on the Agenda

Appointment of a Director. Related and required resolutions.

Dear Shareholders,

We are submitting to your approval the motion to appoint a Director.

In this regard, we remind you that on December 19, 2016 following the resignation of the Director Mrs. Maria Paola Landini, the Board of Directors of DiaSorin S.p.A., with the support of the Nominating Committee, coopted Mrs. Fiorella Altruda as Director, pursuant to and for the purposes of Article 11 of the Company's By-Laws and Article 2386 of the Civil Code and thus, in compliance with the laws currently in force on gender balance. The new Director shall hold office until the next Shareholders' Meeting in accordance with the provisions of Article 2386 of the Civil Code. On December 19, 2016, the Board of Directors positively evaluated the existence of all requirements envisaged by current regulations, including independence requirements set forth in Article 148, paragraph 3, of Legislative Decree no. 58/1998 and in Article 3 of the Corporate Governance Code (the "Corporate Governance Code") promoted by Borsa Italiana S.p.A.

The resigning Director had been appointed by the Shareholders' Meeting on April 28, 2016 upon the renewal of the Board of Directors and taken from the majority slate; the aforesaid slate did not contain additional candidates than those elected.

Pursuant to Article 11, Paragraph 14, Letter b), and Paragraph 15 of the By-Laws should it be necessary for a member of the Board to be replaced and should there be no unelected candidates left in the abovementioned slate (from which the Director to be replaced has been taken), the Shareholders' Meeting elect replacements with the majorities required pursuant to law, without slate voting, in a manner that will result in (i) the election of a total number of independent Directors equal to at least the minimum number required by the relevant statute provisionally in force and (ii) in compliance with the laws currently in force on gender balance.

In connection with the foregoing, it is hereby acknowledged that:

the current Board of Directors is composed of 15 members, as resolved by the Shareholders' Meeting on April 28, 2016, out of which 7 members meet the independence requirements pursuant to law and the Corporate Governance Code and 5 members belong to the lessrepresented gender;
as indicated above, Director Fiorella Altruda, in office until the date of the next Shareholders' Meeting, meets the independence requirements pursuant to law and the Corporate Governance Code;
The Nominating Committee of DiaSorin S.p.A., in view of the above and on the basis of its assessments, has again expressed its motion to appoint Mrs Fiorella Altruda, born in Turin on August 12, 1952 as Director. This motion has been endorsed by the Board of Directors on March 8, 2017 and, thus, included in this Report. The curriculum vitae of Mrs. Fiorella Altruda is available on the company's website at www.diasorin.com (Section "Investors/Information for Shareholders /Shareholders' Meeting and board/2017"), including also (i) the affidavit by which the candidate accepts the nomination and attests that there are no issues that would impede her election or make it incompatible and that she possesses the qualifications required pursuant to law to serve in her capacity, including her eligibility to qualify as independent Director in accordance with applicable law; (ii) the list of the management and control office held by the candidate at February 28, 2017.

It is understood that Shareholders retain the right to submit proposals for the appointment of a Director accompanied by the professional curriculum of the candidate and the declarations in which the candidate accepts the appointment and attests, under its responsibility, that there are no causes of ineligibility or incompatibility, the existence of the requirements prescribed by the statutory provisions, the law and the regulations for the members of the Board of Directors, as well as any mention of eligibility to qualify as independent in accordance with applicable law.

* * *

In view of the above, we invite you to approve the integration of the Board of Directors by appointing a new Director, in order to integrate the current composition of the Board of Directors up to 15 members, as resolved by the Shareholders' Meeting held on April 28, 2016, in compliance with Article 11 of the By-Laws.

The appointed Director shall remain in office until the current Board of Directors' term of office and, therefore, until the Shareholders' Meeting called to approve the Financial Statements at December 31, 2018, without prejudice to resolution passed by the Shareholders' Meeting on April 28, 2016 regarding compensation awarded to members of the Board of Directors.

The aforesaid motion formulated by the Board of Directors is as follows:

"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.,

resolves to

appoint Mrs. Fiorella Altruda, born in Turin on August 12, 1952 as Director until the current Board of Directors' term of office and, therefore, until the Shareholders' Meeting called to approve the Financial Statements at December 31, 2018.".

Saluggia, March 8, 2017

The Board of Directors

by Gustavo Denegri Chairman

Explanatory Report concerning item No. 4 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.

We are submitting for your approval a plan to incentivize and increase the loyalty of employees called "DiaSorin S.p.A. 2017 Stock Option Plan" (the "2017 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 2017 Plan, prepared in accordance with Article 84-bis of the CONSOB Resolution No. 11971/1991, as amended, (hereinafter 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 2017 Plan

The purpose of the 2017 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 2017 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 recommendations set forth in Article 6 of the Corporate Governance Code issued by 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 2017 Plan

Beneficiary/ies Options Exercise Price

For the purpose of implementing the 2017 Plan, the Company's Ordinary Shareholders' Meeting (convened for April 27, 2017 on the first calling and April 28, 2017 on the second calling) will be asked to approve, as the 5th item on the Agenda, a motion to authorize the Board of Directors to execute transactions to buy and dispose of treasury shares, pursuant to and for the purposes of Article 2357 and Article 2357-ter of the Italian Civil Code and Article 132 of the TUF and related implementation provisions, reserved for use in connection with the 2017 Plan. For additional

information, please consult the relevant explanatory report prepared in accordance with Article 73 of the Issuers' Regulations, which was made available to the public within the deadline and in the manner required pursuant to law.

The Company will make available to the Beneficiaries the shares they are entitled to receive following the exercise of their Options within and not later than 10 (ten) business days after the end of the calendar month during which the Options were exercised. The shares attributable to the Beneficiaries following the exercise of the Option shall have the same ranking for dividends as the Company's common shares on the date of purchase and shall carry the coupons in effect as of that date.

The 2017 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 2017 Plan

The 2017 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 2017 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 2017 Plan concerning the abovementioned parties).

Consistent with the guidelines of the Corporate Governance Code issued by 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 2017 Plan.

An ongoing employment relationship with DiaSorin or a Subsidiary is an eligibility requirement for the 2017 Plan.

Specifically, under the 2017 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;

(v) loss of the status of Subsidiary by the company employing the Beneficiary.

4. Duration of the 2017 Plan and Exercise of the Options

The Options awarded to a Beneficiary may be exercised in accordance with the provisions of the 2017 Plan Regulations, whose adoption will be delegated to the Board of Directors, and the corresponding option contract.

Under the 2017 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 2017 Plan Regulations are approved and (ii) Options are exercisable during the exercise periods defined in the 2017 Plan Regulations and/or the option contract, it being understood that awarded Options may not be exercised for a three-year period following the Grant Date.

Without prejudice to the exercise procedure indicate above, Beneficiaries are entitled to early exercise of the Options when specific events occur, including:

change of control, pursuant to Article 93 of the TUF, even if it does not require the obligation to launch a takeover bid;
launch of a takeover bid on the Company shares pursuant to Articles 102 et seq. of the TUF; or
resolution of transactions that may result in the delisting of DiaSorin ordinary shares.

Under the 2017 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 ordinary 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. 2017 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, as amended, (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. 2017 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 2017 Plan concerning the abovementioned parties."

Saluggia, March 8, 2017

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 8, 2017

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 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 27, 2017, on the first calling, and April 28, 2017, on the second calling to vote (i) on a motion to adopt the Plan (4th item on the Agenda) and (ii) on a motion to authorize the Board of Directors to buy and dispose of treasury shares (5th item on the Agenda);
Plan	The motion to adopt the "DIASORIN S.p.A. 2017 Stock Option Plan" approved by DIASORIN's Board of Directors on March 8, 2017, 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. 2017 Stock Option Plan" approved by DIASORIN's Board of Directors on March 8, 2017, upon recommendation of the Compensation Committee.

The abovementioned motion to adopt the "DIASORIN S.p.A. 2017 Stock Option Plan" will be submitted for approval to the Ordinary Shareholders' Meeting of the Company, convened for April 27, 2017, on the first calling, and April 28, 2017, on the second calling (4th item on the Agenda).

As of the date of this Information Memorandum, the motion to adopt the "DIASORIN S.p.A. 2017 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. 2017 Stock Option Plan" approved by the Company's Board of Directors on March 8, 2017, 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. 2017 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. 2017 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.