SHAREHOLDERS' MEETING DIASORIN S.p.A.

April 24, 2019 (first calling) April 26, 2019 (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 10
Explanatory Report concerning item No. 2 on the Agenda 11
Explanatory Report concerning item No. 3 on the Agenda 13
Explanatory Report concerning item No. 4 on the Agenda 18
Explanatory Report concerning item No. 5 on the Agenda 22
Explanatory Report concerning item No. 6 on the Agenda 39

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 and appointed by the Shareholders' Meetings on April 27, 2017.

Notice of Shareholders' Meeting

Eligible shareholders are invited to attend an Ordinary Shareholders' Meeting scheduled at 3:00 p.m., on April 24, 2019, at 3 Via Filodrammatici, in Milan (at Mediobanca S.p.A.), on first calling, and on April 26, 2019 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, 2018, of the Report on Operations and to appropriate the year's net profit. Presentation of the Consolidated Financial Statements at December 31, 2018. 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. Resolution pursuant to Article 114-bis of Legislative Decree No. 58/1998 concerning the establishment of a Stock Option Plan. Related and required resolutions.
6. 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, exception made for the shares with increased voting rights (in the ratio of two voting rights for each share). As of the date of this Notice, the Company held 1.286.007 treasury shares whose voting right are suspended pursuant to Article 2357-ter of the Italian Civil Code. The Company's website (www.diasoringroup.com, Section "Governance/Information for Shareholders/Total Shareholders' basis") contains detailed information on the amount of the share capital and its composition.

The Extraordinary Shareholders' Meeting of April 28, 2016 approved the insertion in the Bylaws (Articles 9-bis, 9-ter and 9-quater) of the increased voting rules, with the result that, pursuant to Article 120, paragraph 1, of the Legislative Decree 58/1998 (the "Consolidated Law on Finance"), the total number of voting rights shall be considered as share capital. Following the increase in voting rights at the date of publication of this notice, the total number of voting rights is equal to No. 88.418.531. For more information, please refer to the Company's website (www.diasoringroup.com, Section "Governance/ Loyalty Shares"). The Company, pursuant to Article 9-quater of the Company's Bylaws, will update the Special List (where necessary) by the

5 th (fifth) market business day following the end of each calendar month and, in any case, within the market business day following the date indicated in Article 83-sexies, Paragraph 2, of the Consolidated Law on Finance (record date), i.e. by 12 April 2019.

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

Pursuant to Article 83-sexies of the Consolidated Law on Finance, 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 11, 2019 (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 17, 2019); 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.diasoringroup.com, Section "Governance/Information for Shareholders/Shareholders meetings and board/2019"). 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 proxy may be granted, free of charge for the delegating party (except for the mailing costs), with voting instructions on all or some of the proposed resolutions on the agenda, to Società per Amministrazioni Fiduciarie Spafid S.p.A. with registered office in Milan, - as the Designated Representative appointed by the company pursuant to art 135-undecies of Legislative Decree no. 58 of 24 February 1998.

The proxy shall contain voting instructions on all or some of the proposed resolutions on the agenda and be valid only for those proposed resolutions in relation to which voting instructions have been granted. The proxy may be granted to Spafid only in its capacity as Delegated Representative appointed by the Company.

The proxy shall be granted by signing a specific proxy form, in the manner described below, at the company's registered office or on the company's website (www.diasoringroup.com, Section "Governance/Information for Shareholders/Shareholders meetings and board/2019").

The original proxy form shall be received by said Designated Representative by the end of the second trading day prior to the date set for the Shareholders' Meeting, also on second calling (i.e. by 11:59 p.m. on April 18, 2019 or, should the Shareholders' Meeting be held on second calling, by 11:59 p.m. on April 24, 2019) to the following address: Spafid S.p.A., Foro Buonaparte, 10, 20121 Milano, Ref. "2019 DIASORIN Shareholders' Meeting Proxy". The proxy shall be delivered by hand during office hours (from 9:00 AM to 5:00 PM) or by registered letter with return receipt or by courier. It being understood that the proxy shall be sent in original and completed with voting instructions, it may also be notified electronically to the certified email address at [email protected]. A proxy form with ature sent, in accordance with current regulation, to the said certified e-mail satisfies the requisite of written form.

The proxy and voting instructions may be revoked by the end of the second trading day prior to the date set for the Shareholders' Meeting, also on second calling (i.e. by 11:59 p.m. on April 18, 2019 or, should the Shareholders' Meeting be held on second calling, by 11:59 p.m. on April 24 ,2019) in the manner described above.

Shares for which full or partial proxy is granted are calculated for the purpose of determining due constitution of the Shareholders' Meeting; with regard to proposed resolutions for which no voting instructions are given, the shares of the Shareholder concerned are not considered in calculating the majority and the percentage of capital required for the Resolutions to be carried.

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 Consolidated Law on Finance, 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 23, 2019 at 12:00 p.m., 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 qualified intermediary pursuant to Article 43 of the new Joint Regulation on post-trading adopted by Banca d'Italia and Consob on August 13, 2018 ("Rules governing central counterparties, central securities depositories and central depository services") ("Joint Regulation") 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.diasoringroup.com, Section "Governance/Information for Shareholders/Shareholders meetings and board/2019") 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 Consolidated Law on Finance, 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 24, 2019) 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 9, 2019). 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 Consolidated Law on Finance. 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 email 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 43, Paragraph 1, of the Joint Regulation 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 Executive Decision of the Corporate Governance Division Responsible No. 13 of January 24, 2019, 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 received in one of the following ways:

filing at the Company's registered office in Via Crescentino (no building No), Saluggia, by Saturday, March 30, 2019 at 6:00 p.m.; or
electronic transmission by sending them to the certified email address [email protected] by Saturday March 30, 2019. If lists are submitted by certified e-mail, 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 43 of the Joint Regulation, 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 Wednesday 3 April, 2019. 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 Explanatory Report referred to item n. 3 of the agenda and, generally, in applicable law provisions and in the Company's Bylaws.

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 (Wednesday, April 3, 2019).

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 shall be received in one of the following ways:

filing at the Company's registered office in Via Crescentino (no building No), Saluggia, by Saturday, March 30, 2019 at 6:00 p.m.; or
electronic transmission by sending them to the certified email address [email protected] by Saturday March 30, 2019. 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 43 of the Joint Regulation, 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 Wednesday 3 April, 2019. 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 (Saturday, March 30, 2019) 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) Tuesday, April 2, 2019 ("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 Explanatory Report referred to item n. 4 of the agenda and, generally, in applicable law provisions and in the Company's Bylaws.

*** *** ***

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.diasoringroup.com, Section "Governance/Information for Shareholders/Shareholders meetings and board/2019") 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. by March 15, 2019, the Report and Motions for resolutions concerning the items no. 3 and 4 of the agenda;
at least 30 days before the date of the Shareholders' Meeting on first calling, i.e. by March 25, 2019, the Report and Motions for resolutions concerning the items no. 1, 2 and 5 of the agenda, as well as the Information Memorandum on the Stock Option Plan prepared pursuant to Article 84-bis of the Issuers' Regulation;
by April 2, 2019 the Annual Financial Report as at December 31, 2018 pursuant to Article 154-ter of the Consolidated Law on Finance (including the draft of Statutory Financial Statements and the Consolidated Financial Statements at December 31, 2018, the Report on Operations including the Consolidated non-financial statement as at December 31, 2018 pursuant to Articles 3 and 4 of Legislative Decree no. 254/2016 the Annual Corporate Governance Report and the certifications and reports provided by law);
at least 21 days before the date of Shareholders' Meeting on first calling, i.e. by April 3, 2019:
The Compensation Report pursuant to Article 123-ter of the Consolidated Law on Finance and Article 84-quater of the Issuers' Regulation;
The Report and Motions for resolutions concerning the item no. 6 of the agenda.
at least 15 days before the date of the Shareholders' Meeting on first calling (i.e. by April 9, 2019) 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. 20249/2017 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 Consolidated Law on Finance and to Article 84 of the Issuers' Regulation, as well as to Article 8 of the Company's Bylaws, on the Company's website www.diasoringroup.com (Section "Governance/Information for Shareholders/Shareholders meetings and board/2019") and, as an extract, on the daily newspaper "La Stampa" (on March 15, 2019), on the authorized central storage mechanism (available on the website ) and sent to Borsa Italiana S.p.A.

Saluggia, March 14, 2019

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, 2018, of the Report on Operations and to appropriate the year's net profit. Presentation of the Consolidated Financial Statements at December 31, 2018. Connected and related resolutions.

The Annual Financial Report at December 31, 2018 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, 2018, the Report on Operations comprising the Consolidated non-financial statement pursuant to Articles 3 and 4 of Legislative Decree no. 254/2016 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.diasoringroup.com (Section "Governance/Information for Shareholders/Shareholders meetings and board/2019") and on the authorized central storage mechanism available on the website , by April 2, 2019.

MOTION TO APPROVE THE STATUTORY FINANCIAL STATEMENTS AND TO APPROPRIATE THE 2018 NET PROFIT

Dear Shareholders,

We ask you to approve the Company's financial statements for the year ended December 31, 2018 and recommend that you appropriate the net profit of 100.097.400,29 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 49.196.025,00 Euros as a dividend of 0,90 Euros per common outstanding share at coupon date, excluding the treasury shares held in portfolio, equal to No. 1.286.007 shares;
to carry forward as retained earnings the balance of 50.901.375,29 Euros.

The dividend will be payable starting from May 22, 2019, with coupon date on May 20, 2019, 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 21, 2019 (record date) shall be entitled to the payment of dividend.

Saluggia, March 14, 2019

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 2018 are in line with the Compensation Policy adopted by the Company;
in the second part illustrates analytically compensation paid in the year (2018) 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.diasoringroup.com (Section "Governance/Information for Shareholders/Shareholders meetings and board/2019") 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 14, 2019

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, 2018, the term of office of the Board of Directors appointed by the Shareholders' Meeting held on April 28, 2016 (except Director Fiorella Altruda who was appointed by cooptation by a Board resolution on December 19, 2016, following the resignation of Director Maria Paola Landini and, subsequently, by resolution of the ordinary Shareholders' Meeting on April 27,2017) 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 11 of the Bylaws, the Company is managed by a Board of Directors comprised of at least 7 and not more than 16 members. 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 Legislative Decree No. 58/1998 (the "Consolidated Law on Finance").

If a Director no longer has the prescribed requisites his or her term of office shall immediately expire. An intervening inability by a Director to meet the abovementioned independence requirements will not automatically cause him or her to lose his or her office, provided that the number of Directors who meet the independence requirements is consistent with the statutory minimum.

Please note that the shares of your Company, effective from 4 December 2018, are included in the FTSE MIB index of Mercato Telematico Azionario (MTA): consequently the provisions of the Corporate Governance Code for listed companies - to which the Company has declared to join - referred to the minimum number of independent directors, and namely Article. 3.C.3, which requires that at least one third of the Board of Directors be made up of independent directors. The composition of the Board of Directors must also comply with gender balance in compliance with the provisions laid down in Article 147-ter, paragraph 1 ter, of the Consolidated Law on Finance, as introduced by Law No. 120 of 12 July 2011.

With reference to the term of office of the new Board of Directors, at least one third of Directors must belong to the less represented gender.

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 Consolidated Law on Finance, the Company's controlling party, its subsidiaries and joint ventures that qualify as such pursuant to Article 93 of the Consolidated Law on Finance, 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 Executive Decision of the Corporate Governance Division Responsible No. 13 of January 24, 2019, 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.

We remind you that, pursuant to Article 9-ter, paragraph 4, of the Company Bylaws, the increase in voting rights does not affect the rights, other than voting rights, due and exercisable by virtue of the ownership of certain rates of capital, as well as, among others, for the determination of the capital rates required for the presentation of lists for the election of corporate bodies.

Slates shall be filed at the Company's registered office in Via Crescentino, no building No, Saluggia, by 6:00 p.m. on Saturday, March 30, 2019.

Slates for the election of the Board of Directors may be filed electronically by sending them to the certified email address [email protected] by Saturday March 30, 2019. 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.

Ownership of the required shareholding 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. 43 of the new Joint Regulation on post-trading adopted by the Bank of Italy and Consob on 13 August 2018 ("Rules governing central counterparties, central securities depositories and central depository services") , 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 Wednesday 3 April, 2019. 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 three 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 (Wednesday, April 3, 2019).

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 Consolidated Law on Finance 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 Consolidated Law on Finance 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 14, 2019, defined, in compliance with the provisions of the Corporate Governance Code for listed companies (see Articles 1.C.1. g) and h) and 2.P.4), upon proposal of the Nominating Committee and taking into account the outcome of the selfassessment process, the guidelines on the professional and managerial figures whose presence is deemed appropriate in the Board of the Company, , as well as on the policy of diversity in the composition of the Board of Director, and thus also considering diversity criteria such as gender, managerial and professional skills, including international ones and the presence of different age groups.

In this regard the Board of Directors deemed it appropriate to provide the following indications:

taking into account the company's size and activities, it is considered appropriate that the number of Directors does not exceed the current number of 15 (fifteen) Directors;
one third of the Directors must meet the requirements of independence pursuant to Article 148, paragraph 3 of the Consolidated Law on Finance and the Corporate Governance Code for listed companies;
in compliance with legislation on gender balance, at least one third of Directors must belong to the less represented gender;
as regards the policies on diversity (art. 123-bis, letter d-bis of the Consolidated Law on Finance) and in order to facilitate the understanding of the organization of the Company and its activities, as well as the development of an efficient governance of the same, without prejudice to the legal requirement regarding gender balance, it is appropriate that: (a) the Board is characterized by the age diversity of its members; and (b) the educational and professional career of Directors guarantees a balanced combination of profiles and experiences, suitable to ensure the correct performance of its functions;
it is up to each candidate to evaluate the compatibility of the appointment as Director of the Company with any additional offices of director and statutory auditor in other companies listed on regulated markets, in financial, banking, insurance companies or companies of significant size;
with regard to the balance between executive and non-executive members, the presence of a managing director with broad management powers and having acquired specific experience and expertise in the Company is positively evaluated.

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, in any case no longer than three years, 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 14, 2019

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, 2018, the term of office of the Board of Statutory Auditors appointed by the Shareholders' Meeting held on April 28, 2016 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 Board of Statutory Auditors is comprised of 3 Statutory Auditors and 2 alternate auditors.

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.

The composition of the Board of Statutory Auditors must also respect the gender balance pursuant to Article 148, Paragraph 1-bis, of the Consolidated Law on Finance, as introduced by Law no. 120 of 12 July 2011. With reference to the term of office of the Board of Statutory Auditors, at least one third of the effective members of the Board of Statutory Auditors must belong to the less represented gender.

Without prejudice to the legal obligations and those stated in the Bylaws regarding professionalism and gender balance, Shareholders are invited to propose candidates that adequately take into account the diversity requirements in the composition of the Board of Statutory Auditors in terms of age and educational and professional career, in order to guarantee the appropriate skills to ensure the correct performance of its functions.

slate-voting system

Pursuant to Article 18 of the Bylaws, Statutory Auditors are elected by the Shareholders' Meeting on the basis of slates of candidates, as follows.

The slate 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.

Executive Decision of the Corporate Governance Division Responsible No. 13 of January 24, 2019

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, by 6:00 p.m. on Saturday, March 30, 2019.

Slates for the election of Statutory Auditors may also be filed electronically by sending them to the certified email address [email protected] by Saturday March 30, 2019. 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; (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) Saturday, March 30, 2019 Extension of Deadline

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 43 of the new Joint Regulation on post-trading adopted by the Bank of Italy and Consob on 13 August 2018 ("Rules governing central counterparties, central securities depositories and central depository services") (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 Wednesday April 3, 2019. 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 for the whole duration of the term of office.

Saluggia, March 14, 2019

The Board of Directors

By Gustavo Denegri Chairman

Explanatory Report concerning item No. 5 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. 2019 Stock Option Plan" (the "2019 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 2019 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 2019 Plan

The purpose of the 2019 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 2019 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.diasoringroup.com (Section "Governance/Governance Documents").

2. Subject and Implementation Method of the 2019 Plan

Beneficiary/ies Options Exercise Price

For the purpose of implementing the 2019 Plan, the Company's Ordinary Shareholders' Meeting (convened for April 24, 2019 on the first calling and April 26, 2019 on the second calling) will be asked to approve, as the 6 th 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, among others, in connection with the 2019 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.

As for the date of this report, the Company held No. 1,286,007 treasury shares, equal to 2.298% of the share capital. None of its subsidiaries held DiaSorin shares.

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 2019 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 2019 Plan

The 2019 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 2019 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 2019 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 2019 Plan.

An ongoing employment relationship with DiaSorin or a Subsidiary is an eligibility requirement for the 2019 Plan.

Specifically, under the 2019 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;

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

4. Duration of the 2019 Plan and Exercise of the Options

The Options awarded to a Beneficiary may be exercised in accordance with the provisions of the 2019 Plan Regulations, whose adoption will be delegated to the Board of Directors, and the corresponding option contract.

Under the 2019 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 2019 Plan Regulations are approved and (ii) Options are exercisable during the exercise periods defined in the 2019 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.

Without prejudice to the exercise procedure indicated above, Beneficiaries are entitled to early exercise 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 2019 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, or to anyway allow the exercise of the Options if this responds to the best execution of the 2019 Plan, in the interests of the Company and of the Beneficiaries.

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. 2019 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. 2019 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 2019 Plan concerning the abovementioned parties."

Saluggia, March 14, 2019

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 14, 2019

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.diasoringroup.com (Section Governance/Governance Documents);
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 24, 2019, on the first calling, and April 26, 2019, on the second calling to vote (i) on a th item on the Agenda) and motion to adopt the Plan (5 (ii) on a motion to authorize the Board of Directors to th item on the buy and dispose of treasury shares (6 Agenda);
Plan	The motion to adopt the "DIASORIN S.p.A. 2019 Stock Option Plan" approved by DIASORIN's Board of Directors on March 14, 2019, 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. 2019 Stock Option Plan" approved by DIASORIN's Board of Directors on March 14, 2019, upon recommendation of the Compensation Committee.

The abovementioned motion to adopt the "DIASORIN S.p.A. 2019 Stock Option Plan" will be submitted for approval to the Ordinary Shareholders' Meeting of the Company, convened for

April 24, 2019, on the first calling, and April 26, 2019, on the second calling (5 th item on the Agenda).

As of the date of this Information Memorandum, the motion to adopt the "DIASORIN S.p.A. 2019 Stock Option Plan" has not been approved by the Ordinary Shareholders' Meeting yet.

Therefore:

(i) this Information Memorandum has been prepared based exclusively on the content of the motion to adopt the "DIASORIN S.p.A. 2019 Stock Option Plan" approved by the Company's Board of Directors on March 14, 2019, 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. 2019 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. 2019 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 is 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.

1.3 Designation by name of Plan Beneficiaries belonging to the following groups:

a) general managers of the financial instrument issuer;

Not applicable, because as of the date of this Information Memorandum, the Plan has not yet been approved by the Ordinary Shareholders' Meeting.

b) other executives with strategic responsibilities of the financial instrument issuer not classed as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, if they have, during the course of the year, received total compensation (obtained by adding the monetary compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the board of directors or management board, and to the general managers of the financial instrument issuer;

Not applicable, because as of the date of this Information Memorandum, the Plan has not yet been approved by the Ordinary Shareholders' Meeting.

c) natural persons controlling the share issuer, who are employees or who collaborate with the share issuer;

Not applicable, because there are no individuals controlling DIASORIN.

1.4 Description and numerical listing, broken down by category, of the following:

a) executives with strategic responsibilities other than those specified under letter b) of paragraph 1.3;

Not applicable, because as of the date of this Information Memorandum, the Plan has not yet been approved by the Ordinary Shareholders' Meeting.

b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, the indication for the aggregate of all executives with strategic responsibilities of the financial instrument issuer;

Not applicable.

c) any other categories of employees or collaborators for which different characteristics are envisaged for the plan (e.g. executives, middle management, employees, etc.).

Not applicable, because as of the date of this Information Memorandum, the Plan has not yet been approved by the Ordinary Shareholders' Meeting.

The Plan does not call for the use of different characteristics for special categories of Recipients nor does it provide criteria for setting different Exercise Prices for different Beneficiaries.

2. REASONS FOR ADOPTING THE PLAN

2.1 Objectives pursued through the adoption of the Plan

The reason for and the objectives of the Plan are creation of value for the shareholders and retention of key executives and high-potential employees of the Company and its Subsidiaries. The purpose of the Plan is to continue the policy of incentivizing and increasing the loyalty of key Group executives 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 Plan's Beneficiaries will be key of DIASORIN and its subsidiaries, identified by the Board from time to time.

2.1.1 Additional information

Under the Plan, (i) Options may be awarded to Beneficiaries identified over a period of three years from the date when the Plan regulations are approved and (ii) Options are exercisable during the exercise periods defined in the Plan Regulations and/or the Option Contract, it being understood that awarded Options may not be exercised for a period of three years following the Grant Date. This length of time was deemed to be the most suitable for achieving the Plan's incentivizing and employee loyalty objectives. Further information is provided in Section 4.2 below.

The Plan does not call for a predetermined ratio between the number of Options awarded to a single Beneficiary and the overall compensation received by that Beneficiary.

2.2 Key variables, including performance indicators used to determine grants under plans based on financial instruments

Options are awarded to the Beneficiaries free of charge and the right to exercise those options is not tied to the achievement of specific performance targets.

2.2.1 Additional information

Not applicable. Options are awarded to the Beneficiaries free of charge and the right to exercise those options is not tied to the achievement of specific performance targets.

2.3 Elements used to determine the amount of compensation based on financial instruments, or criteria for its computation

The number of options awarded to each beneficiary is determined by the Board on each occasion, taking into account the number, category, organizational level, responsibilities and professional competencies of the Beneficiaries.

2.3.1 Additional information

The number of options awarded to each Beneficiary shall be determined taking into accounts factors specified in Section 2.3 above.

2.4 If applicable, reasons for the decision to offer a compensation plan based on financial instruments not issued by the issuer of financial instruments, such as financial instruments issued by subsidiaries, controlling companies or companies outside the issuer's group; if the abovementioned instruments are not traded on a regulated market, information about the criteria used to determine the value assigned to them

Not applicable, because the Plan is based on grants of Options that convey the right to acquire through subscription Company Shares.

2.5 Considerations about significant tax and accounting effects that affected the design of the plans

There were no significant tax and accounting effects that affected the design of the Plan.

2.6 If available, support of the plan by the Special Fund to Incentivize Employee Company Stock Ownership referred to in Article 4, Section 112, of Law No. 350 of December 24, 2003

The 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. APPROVAL PROCESS AND TIMING OF OPTION GRANTS

3.1 Scope of the powers and functions delegated by the Shareholders' Meeting to the Board of Directors for plan implementation purposes

On March 14, 2019 the Board of Directors, with the abstention of the directors concerned and upon recommendation of the Compensation Committee, resolved to submit to the Ordinary Shareholders' Meeting the approval of the Plan for the award to the beneficiaries of 100,000 Options valid to buy 100,000 Shares.

The Ordinary Shareholders' Meeting is called to resolve, in addition to the approval of the Plan, the granting to the Board of any and all powers that may be necessary or appropriate to implement the Plan, including, the following non-exhaustive list being provided merely by way of example, all powers to adopt the Plan regulations, designate the Beneficiaries and determine how many options should be awarded to each Beneficiary, proceed with the granting of Options to the Beneficiaries, determine the Exercise Price of the Options 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, as explained in Section 3.2 below.

3.2 Designation of the parties responsible for managing the plan and their functions and competencies

The responsibility to execute the Plan will be granted to the Board, which will be empowered by the Ordinary Shareholders' Meeting for the management and implementation of the Plan.

3.3 Any existing procedures for the revision of plans, including those applicable in connection with changes in the basic objectives

The Board will be granted with the powers to amend or modify the Plan regulations (once it has been approved), in the most appropriate manners, as it deems useful or necessary for a better achievement of the Objectives of the Plan, having regard for the interest of the Beneficiaries.

The right to exercise the Options is not tied to the achievement of specific performance targets and, therefore, there are no procedures for revising the Plan due to changes in the basic objectives. See Section 4.23 for additional information.

3.4 Description of the method used to determine the availability and grants of the financial instruments on which the plans are based

The Plan calls for awarding to the Beneficiaries Options valid to buy Company treasury shares, on the basis of 1 Share for each Options exercised. The maximum number of Shares that may be allocated to the Beneficiaries to implement the Plan is 100,000 Shares.

To this end, on March 14, 2019 the Board agreed, among others, with the abstention of the directors concerned, to submit to the Ordinary Shareholders' meeting a motion authorizing it to purchase 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.

The purpose of the request for the authorization to buy and dispose of treasury shares is to allow the Board to have access to treasury shares needed to implement the 2019 Plan and the "DIASORIN S.p.A. 2017 Stock Option Plan" (approved by the Shareholders' Meeting on April 27, 2017 and for which a program for the purchase of treasury shares had already been authorized by the same Shareholders' Meeting, which was then only partially executed). The authorization is being requested to purchase, in one or more instalments, up to 200.000 Company common shares with a par value of 1 (one) euro each, equal to 0.357% of the Company's share capital.

The Company shall 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.

3.5 Role played by each Director in determining the characteristics of the abovementioned plans; existence of any conflicts of interest affecting interested Directors

The features of the Plan to be approved by the Ordinary Shareholders' Meeting within the meaning and for the purposes of art. 114-bis of the TUF, have been determined collectively by the Board, with the abstention of the directors concerned, upon recommendation of the Compensation Committee, who met on March 7, 2019.

It should also be noted that the motion for the adoption of the Plan is in line with the compensation policy adopted by the Company.

3.6 For the purposes of complying with the requirements of Article 84-bis, Section 1, date of the decision adopted by the governance body authorized to recommend the approval of plans to the Shareholders' Meeting and any recommendations submitted to the abovementioned body by the Compensation Committee

The Board, with the abstention of the directors concerned, approved the Plan on March 14, 2019, upon a recommendation of the Compensation Committee.

3.7 For the purposes of complying with the requirements of Article 84-bis, Section 5, Letter a), date of the decision adopted by the governance body authorized to award grants of financial instruments and any recommendations submitted to the abovementioned body by the Compensation Committee

Not applicable because, as of the date of this Information Memorandum, the Ordinary Shareholders' Meeting has not yet approved the Plan.

3.8 Market price on the abovementioned dates of the financial instruments on which the plan is based, if traded on regulated markets

Not applicable because, as of the date of this Information Memorandum, the Ordinary Shareholders' Meeting has not yet approved the Plan.

3.9 In the case of plans based on financial instruments traded on regulated markets, when deciding the timing of grants of securities in implementation of a plan, on what basis and in which manner does the issuer take into account potential timing overlap of:

(i) the abovementioned grant or decisions made in this regard by the Compensation Committee, with

(ii) the dissemination of material information, pursuant to Article 17 of EU Regulation no. 596/2014; for example, when such information:

a. is not yet public and could have a positive impact on market prices; or

b. has already been published and could have a negative impact on market prices.

The length of the time period chosen to compute the Exercise Price, as shown in Section 4.19 below, is sufficient to ensure that the grant is not significantly affected by the potential dissemination of material information, pursuant to Article 17 of EU Regulation no. 596/2014.

Under the 2019 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.

4. CHARACTERISTICS OF THE AWARDED INSTRUMENTS

4.1 Description of how compensation plans based on financial instruments are structured

The Plan calls for the award, free of charge, of Options that can be used subsequently, on predetermined terms, to purchase Shares with settlement against physical delivery. Therefore, these are stock options.

Each awarded Option conveys the Beneficiary the right to purchase no. 1 (one) Share, with regular dividend, upon payment of the Exercise Price to the Company.

4.2 Indication of the plan's actual implementation period, with mention of any different cycles, if applicable

The Plan calls for the award to the beneficiaries of 100,000 Options valid to buy 100,000 Shares.

Under the Plan, Options may be awarded to Beneficiaries identified by the Board over a period of three years from the date when the Plan Regulations are approved. Options are exercisable during the exercise periods defined in the Plan Regulations and/or the individual Option Contract, it being understood that awarded Options may not be exercised for a period of three years following the Grant Date. Therefore, Options will be exercisable during the period between the Initial Exercise Date and the Final Exercise Date, as stated in the individual Option Contract signed by the Company and the Beneficiary. In any case, options must be exercised by the Final Exercise Date.

The Plan calls for 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.

4.3 Duration of the plan

See Section 4.2 above

4.4 Maximum number of financial instruments, including options, awarded each fiscal year to individuals identified by name or to designated categories

The Plan calls for the award to the beneficiaries of 100,000 Options valid to buy 100,000 Shares.

The Plan does not call for a maximum number of Options to be awarded in a fiscal year.

4.5 Plan's implementation methods and clauses, specifying if the actual award of financial instruments is subject to the fulfilment of conditions precedent or the attainment of predetermined performance targets; description of these conditions and results

Information about the Plan's implementation methods and clauses is provided in the different sections of this Information Memorandum. Specifically, as mentioned in Section 2.3 above, the number of Options awarded to each Beneficiary is determined by the Board, taking into account the number, category, organizational level, responsibilities and professional competencies of the Beneficiaries.

The award of financial instruments is not subject to the achievement of performance targets.

4.6 Indication of any availability restrictions on the awarded financial instruments or the financial instrument obtained through the exercise of options, specifically indicating the time periods during which the subsequent transfer to the company or a third party is allowed or forbidden

Options are awarded on a personal basis and may be exercised exclusively by the Beneficiaries. 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.

Option will become null and void and may no longer be exercised if an attempt is made to transfer or negotiate them, including, by way of example, any attempt to transfer them by means of a contract or pursuant to law, the establishment of a pledge or other encumbrance, seizure or attachment affecting the Option.

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

4.7 Description of any cancellation conditions regarding the establishment of plans, if the recipients execute hedging transactions to bypass any prohibitions to sell awarded financial instruments, including options, or financial instruments obtained through the exercise of options

Not applicable because there are no cancellation conditions if a Beneficiary executes hedging transactions to bypass any prohibitions to sell awarded Options.

However, please note the information provided in Section 4.6 above about instances of Options being voided if an attempt is made to transfer or negotiate them.

4.8 Description of the effects resulting from the end of the employment relationship

A Relationship with DIASORIN or a Subsidiary is an eligibility requirement for the Plan.

Specifically, under the Plan, if the Relationship is ended as a result of a bad leaver situation before the Options are exercised, all options awarded to the Beneficiary shall automatically 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 the 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 before the Options are exercised, 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.

The Options cancelled for whatever reason will return in the Board's availability, which may reaward them within a period of three years from the approval date of the regulations of the Plan.

4.9 Description of any other cause of plan cancellation

Options shall become void and will be no longer exercisable if the restrictions described in Section 4.6 above are violated.

Moreover, if the Company does not receive the Exercise Notice within the deadline established by the Board and stated in the Option Contract, or if the full Exercise price owed by the beneficiary is not paid to the Company within he required deadline, the Beneficiary shall lose permanently the right to exercise the awarded Options and the affected Options will be deemed to have been permanently cancelled, thereby releasing the Company and the Beneficiary from any existing obligations.

Aside from the situations described above, and without prejudice to the provisions explained in Section 3.3 above, there are no other causes of cancellation under the Plan.

4.10Reasons for a provision, if any, concerning the "redemption" by the company of the financial instruments subject of the plans, adopted pursuant to Articles 2357 and following of the Italian Civil Code; beneficiaries of the redemption, specifying whether the redemption applies only to certain employee categories; effect of the end of the employment relationship on the redemption

There is no provision giving the Company the right to redeem the Options object of the Plan and of the Shares deriving from their Exercise.

4.11Any loans or other subsidies that may be granted for the purchase of shares, pursuant to Article 2358, Section 8, of the Italian Civil Code

No provision has been made to grant loans or other subsidies for the purchase of Shares, pursuant to Article 2358, Section 8, of the Italian Civil Code.

4.12 Indication of the cost that the company expects to incur on the award date, as determinable based on predefined terms and conditions, in terms both of total amount and amount for each financial instrument in the plan

Not applicable because, as of the date of this Information Memorandum, the Ordinary Shareholders' Meeting has not yet approved the Plan.

4.13 Description of any dilutive effects on the share capital caused by compensation plans

Because no new shares will be issued under the Plan, the Plan will not have a dilutive effect on the Company's share capital.

4.14 Restrictions, if any, on the exercise of voting rights and the attribution of ownership rights

The object of the Plan are stock options and there are no restrictions on the exercise of voting rights and the attribution of ownership rights inherent in the Shares deriving from the Exercise of the Options.

4.15 If the shares are not traded on regulated markets, any useful information for an informed assessment of the value attributable to them

Not applicable because the Shares are traded on the MTA.

4.16Number of financial instruments underlying each option

Each awarded Option, if exercised with the deadlines and in accordance with the conditions of the Plan, conveys the right to purchase one Share.

4.17Expiration of the options

See Section 4.2 above.

4.18Exercise mode (American/European), timing (e.g., periods valid for exercising) and exercise clauses (e.g., knock-in and knock-out clauses)

The Options will have a "European" exercise mode. See Section 4.2 above for the Option exercise periods.

4.19 The price for the exercise of the option or method and criteria for its determination, with specific regards: a) to the formula for calculating the exercise price in relation to a given market price (the "fair market value") (e.g. exercise price equal to 90%, 100% or 110% of market price) and b) to the method used to determine the market price taken as reference for the determination of the exercise price (e.g. last price of the day prior to assignment, day average, average of the last 30 days, etc.)

The Exercise Price for each Option will be determined by the Board in an amount that shall not be less than the simple average of the official prices on the MTA during the period between the Option Grant Date and the same day of the previous calendar month.

4.20If the exercise price is different from the market price determined as explained in Section 4.19 above (fair market value), reasons for the difference

Not applicable.

4.21Criteria for setting different exercise prices for different beneficiaries or different categories of beneficiaries

Not applicable, because there are no criteria used to determine different Exercise Prices for different Beneficiaries.

4.22If the financial instruments underlying the options are not traded on regulated market, indication of the value attributable to the underlying instruments or criteria to determine their value

Not applicable because the Shares are traded on the MTA.

4.23 Criteria for the adjustments required as a result of extraordinary share capital transactions and other transactions causing a change in the number of the underlying instruments (capital increases, extraordinary dividends, reverse stock splits and stock splits, mergers and demergers, conversions into other classes of shares, etc.)

The Board of Directors has the right to make any amendment or integration to the Plan as it deems useful or necessary for the best achievement of the objectives of the Plan, provided that they do not affect the Exercise of the Options granted to the Beneficiaries.

4.24Compensation plans based on financial instruments (table)

Not applicable because, as of the date of this Information Memorandum, the Ordinary Shareholders' Meeting has not yet approved the Plan.

Explanatory Report concerning item No. 6 on the Agenda

Authorization to buy and dispose of treasury shares, in accordance with the combined provisions of Article 2357 and Article 2357-ter of the Italian Civil Code and Article 132 of Legislative Decree No. 58/1998 and applicable implementation provisions. Connected and related resolutions.

Dear Shareholders,

You have been called to an Ordinary Shareholders' Meeting to review and approve a motion to authorize the purchase and disposition of common shares of DiaSorin S.p.A. (hereinafter "DiaSorin" or the "Company"), in accordance with the combined provisions of Article 2357 and Article 2357-ter of the Italian Civil Code and Article 132 of Legislative Decree No. 58/1998 (the "Consolidated Law on Finance") and applicable implementation provisions.

1. Reasons for requesting the authorization to buy and dispose of treasury shares.

The request to authorize the purchase and disposition of treasury shares is being made for the purpose of providing the Board of Directors with the treasury shares needed to implement the "DiaSorin S.p.A. 2017 Stock Option Plan" (the "2017 Plan", approved by the Shareholders' Meeting on April 27, 2017 and for which a program for the purchase of treasury shares had already been authorized by the same Shareholders' Meeting, which was then only partially executed), as well as for the Company's new stock option plan named "DiaSorin S.p.A. 2019 Stock Option Plan" (the "2019 Plan"), pursuant to which the plan's beneficiaries will be awarded grants of options valid to buy DiaSorin common shares that are already outstanding and are held by the Company as treasury shares.

DiaSorin also reserves the right to allocate the shares purchased on the basis of this authorization proposal, which exceed those actually to be allocated to the 2017 Plan and the 2019 Plan service, to other purposes permitted by law, therein including the allocation to other future Stock Option Plans adopted by the Company, or in any case to dispose of them on the regulated market.

At the same time, it is also proposed to authorize the disposal of treasury shares in DiaSorin's portfolio at the date of this Report to serve the 2017 Plan, if these shares are not already destined to serve other Stock Option Plans adopted by the Company.

Additional information about the 2017 Plan is provided in the explanatory report prepared in accordance with Article 114-bis of the Consolidated Law on Finance and the Information Memorandum of the 2017 Plan prepared in accordance with Article 84-bis of Consob Regulation No. 11971/1999, as amended (hereinafter the "Issuers' Regulations"), available on the Company's website www.diasoringroup.com (Section "Governance/Information or Shareholders/Stock Option Plans").

As for the 2019 Plan, it is intended for executives and key employees of DiaSorin and its subsidiaries designated from time to time by the Board of Directors, calls for the award to the beneficiaries of 100.000 options valid to buy 100.000 DiaSorin common shares held by the Company as treasury shares.

Additional information about the motion to establish the 2019 Plan, submitted for approval to the Company's Ordinary Shareholders' Meeting (convened for April 24, 2019, on the first calling, and April 26, 2019, on the second calling) as the 5 th item on the Meeting's Agenda is provided in the explanatory report prepared in accordance with Article 114-bis of the Consolidated Law on Finance and the Information Memorandum of the 2019 Plan prepared in accordance with Article 84-bis of the Issuers' Regulations, which have been made available to the public in the manner and by the deadline required pursuant to law.

Given the purpose of the motion to authorize the purchase and disposition of treasury shares related to the 2017 Plan and 2019 Plan beneficiaries, the transactions involving treasury shares are consistent with Article 5 of Regulation (EU) no. 596/2014 (the Market Abuse Regulation, hereinafter "MAR") and the procedures contemplated under Article 13 of MAR.

2. Maximum number, class and par value of the shares subject of the authorization.

The authorization is being requested to purchase, in one or more instalments, no. 200.000 Company common shares, par value 1 (one) euros each, regular ranking for dividends, equal to 0.357% of the Company's share capital.

3. Useful information for an informed assessment of compliance with the relevant provision of Article 2357, Section 3, of the Italian Civil Code.

As of the date of this Report, DiaSorin's share capital amounted to 55,948,257 euros (fully subscribed and paid-in), comprised of 55,948,257 common shares, par value 1 (one) euro each.

As of the date of this Report, the Company held No. 1.286.007 treasury shares, equal to 2.298% of the share capital. None of its subsidiaries held DiaSorin shares.

The authorization to buy treasury shares is being requested to purchase no. 200.000 common shares, equal to 0.357% of the Company's share capital. This percentage is below the ceiling of one-fifth of the share capital set forth in Article 2357, Section 3, of the Italian Civil Code, it being understood that, pursuant to Article 2357, Section 1, of the Italian Civil Code, purchases of treasury shares shall be deemed to have been authorized for, and, therefore, held within, an amount that does not exceed the distributable earning and available reserves shown in the latest duly approved financial statements available when the transaction is executed, based on the consideration actually paid by the Company for the abovementioned purchases.

All of the accounting entries required pursuant to law and the applicable accounting principles shall be made in connection with the purchase and disposition of treasury shares.

4. Length of time for which the authorization is being requested.

The authorization to buy treasury shares is being requested for a period of 18 months, counting from the date of the corresponding resolution of the Shareholders' Meeting. The Board of Directors will proceed with the authorized transactions, in one or more instalments and at any time, with different manner and terms, in accordance with the applicable law and with a gradual approach deemed to be beneficial for the Company. The authorization to dispose of the treasury shares is being request without time limit.

5. Consideration for purchases and disposal transactions

5.1. Minimum and maximum consideration for purchases of treasury shares

The Board of Directors recommends that purchases of treasury shares be carried out consistent with conditions for trading set forth in Article 3 of Delegated Regulation (EU) no. 2016/1052 (the " Regulation 1052") in implementation of MAR and, therefore, at a price that may not be greater than the price of the latest independent transaction or the price of the highest independent bid available on the trading market where the purchase is being executed, whichever is higher, it being understood that the consideration per share may never be lower by more than 15% or higher by more than 15% than the official price posted for the DiaSorin shares during the stock market trading session that preceded each buy transaction.

5.2. Consideration for disposals of treasury shares

The DiaSorin common shares purchased pursuant to the authorization subject of this motion will be allocated to the beneficiaries who exercise the options awarded to them in accordance with the terms and conditions of the 2017 Plan and of the 2019 Plan, at a price that will be determined by the Board of Directors at the time of the option grant, in an amount that shall not be less than the simple average of the official prices at which the DiaSorin common shares traded on the Online Stock Market organized and operated by Borsa Italiana S.p.A. during the period between the option grant date and the same day of the previous calendar month.

Should there be any remaining treasury shares when the 2017 Plan and the 2019 Plan expire, (or the Plans are fully utilized or become wholly or partly ineffective), these treasury shares may be destined for other purposes permitted by law, including their use to serve other future Stock Option Plans adopted by the Company under the terms and conditions established by the Plans themselves, or may be disposed of through transactions in a regulated market or through other methods of disposition allowed by the applicable regulations, provided that any sale on the regulated market shall not have a price per share lower by more than 15% than the official price posted for the DiaSorin shares during the stock market trading session that preceded each transaction.

With reference to the proposal to authorize the disposal of treasury shares in DiaSorin's portfolio at the date of this Report - as provision for the 2017 Plan , if these shares are not already destined to serve other Stock Option Plans adopted by the Company - it should be noted that these disposals of treasury shares will also take place under the terms and conditions established by the 2017 Plan.

6. Methods applied to execute purchases.

The Board of Directors recommends that purchases be executed in accordance with the Issuers' Regulations in implementation of Article 132 of the TUF, in compliance with conditions and restrictions for trading set forth in Articles 3 and 4 of Regulation 1052 and with a gradual approach deemed to be beneficial for the Company.

Acts of disposition involving the treasury shares acquired in the manner described above or already in the Company's portfolio will be executed through allotment of the shares to beneficiaries of the Stock Options Plans as specified in Section 5.2 above.

Transactions executed to dispose of treasury shares shall always be carried out in accordance with current laws and regulations governing the execution of transactions involving listed securities, including the procedures contemplated by Consob under Article 13 of MAR, and may be carried out in one or more instalments, with a gradual approach deemed to be beneficial for the Company.

Pursuant to and for the purposes of Article 44-bis, Section 4, of the Issuers' Regulations, the treasury shares purchased by DiaSorin under this authorization to fulfill its obligations arising from the Stock Option Plans approved pursuant to Article 114-bis of the Consolidated Law on Finance are not excluded from the Company's share capital as basis to determine the major shareholding for the purposes of the regulations about the mandatory public offers to buy, and namely for the purposes of Article 106, Sections 1, 1-bis, 1-ter and 3, letter b), of the Consolidated Law on Finance.

7. Motion for a resolution.

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

resolves to

(A) authorize the transactions for the purchase and disposition 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 Legislative Decree No. 58/1998 and the applicable regulatory provisions, earmarked for the purpose of implementing the "DiaSorin S.p.A. 2017 Stock Option Plan" (the "2017 Plan")

and the "DiaSorin S.p.A. 2019 Stock Option Plan" (the "2019 Plan"), as explained below, consistent with the methods, terms and conditions set forth in the Report of the Board of Directors, and, therefore, to:

authorize, pursuant to and for the purposes of Article 2357 of the Italian Civil Code, the purchase, in one or more instalments over a period of 18 months counting from the date of the present resolution, of maximum no. 200.000 Company common shares for a consideration per share that may never be higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out, without prejudice to the fact that the consideration may never be lower by more than 15% or higher by more than 15% than the official price posted for the DiaSorin shares during the stock market trading session that preceded each buy transaction, consistent with conditions and restrictions for trading set forth in Articles 3 and 4 of Delegated Regulation (EU) no. 2016/1052; however, the maximum number of treasury shares held at any time in implementation of this resolution shall never exceed the ceiling set forth in the current applicable regulations, counting also any Company shares from time to time held by the Company and by its subsidiaries;
empower the Board of Directors, and the Board Chairman and the Chief Executive Officer on the Board's behalf, acting either jointly or severally, to proceed with purchases of the shares for the purposes and on the terms set forth above, as gradually as it may be appropriate in the Company's interest, and in the manner required by Consob Regulation No. 11971/1999 (as amended), in accordance with Article 132 of TUF and in compliance with conditions and restrictions for trading set forth in Articles 3 and 4 of Delegated Regulation (EU) no. 2016/1052, granting them the broadest powers for the execution of transactions subject of this resolution and any other related formality, including retaining the services of intermediaries qualified pursuant to law, with the option of appointing special representatives;
empower the Board of Directors, and the Board Chairman and the Chief Executive Officer on the Board's behalf, acting either jointly or severally and through representatives, so that, pursuant to and for the purpose of Article 2537-ter of the Italian Civil Code, to dispose of the treasury shares purchased in accordance with this resolution at any time, in whole or in part, in one or more instalments, without time limits, even before completing the planned purchases, as follows: (i) through allocation to the Beneficiaries of the 2017 Plan and of the 2019 Plan, in accordance with the terms and conditions of the 2017 Plan and 2019 Plan; (ii) residually, should there be any remaining treasury shares when the 2017 Plan and the 2019 Plan expire (or the 2017 Plan and the 2019 Plan are fully utilized or becomes wholly or partly ineffective), through destination for other purposes permitted by law, including their use to serve other future Stock Option Plans adopted by the Company under the terms and conditions established by the Plans themselves or through transactions in a regulated market or through other methods of disposition allowed by the applicable regulations, provided that any sale on the regulated market shall not have a price per share lower by more than 15% than the official price posted for the DiaSorin shares during the stock market trading session that preceded each transaction; transactions involving the disposal of treasury shares held by the Company shall always be executed in accordance with the laws and regulations in force governing the trading in listed securities, including the procedures contemplated under Article 13 of MAR. Transactions may be carried out in one or more instalments, as gradually as it may be deemed appropriate in the Company's interest;
empower the Board of Directors, and the Board Chairman and the Chief Executive Officer on the Board's behalf, acting either jointly or severally and through representatives, so that, pursuant to and for the purpose of Article 2537-ter of the Italian Civil Code, to dispose of the treasury shares in portfolio at the date of this Report, at any time, in whole or in part, in one or more instalments, without time limits, to serve the 2017 Plan, if these shares are not already destined to serve other Stock Option Plans adopted by the Company, under the terms and conditions established by the 2017 Plan, without prejudice to the previous Shareholders' Meeting authorizations to dispose them in a regulated market or through other methods of disposition allowed by the applicable regulations;

(B) order that, pursuant to law, the purchases subject of this authorization be contained within the limit corresponding to the distributable earning and available reserves shown in the latest duly approved financial statements available when the transaction is executed, and that all of the accounting entries required pursuant to law and the applicable accounting principles be made in connection with the purchase and disposition of treasury shares."

Saluggia, March 14, 2019

The Board of Directors

By Gustavo Denegri Chairman

AI assistant

Diasorin — AGM Information 2019

4129_10-k_2019-03-14_b7586339-cfd7-41b4-a8bd-a47986f75d77.pdf

SHAREHOLDERS' MEETING DIASORIN S.p.A.

April 24, 2019 (first calling) April 26, 2019 (second calling)

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

CONTENTS

Corporate Bodies

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

B o a r d o f S t a t u t o r y A u d i t o r s

I n d e p e n d e n t A u d i t o r s PricewaterhouseCoopers S.p.A.

COMMITTEES

Notice of Shareholders' Meeting

Agenda

Share capital

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

Right to submit questions on the items in the Agenda

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

Election of the Board of Directors

Election of the Board of Statutory Auditors

Explanatory Report concerning item No. 1 on the Agenda

MOTION TO APPROVE THE STATUTORY FINANCIAL STATEMENTS AND TO APPROPRIATE THE 2018 NET PROFIT

Explanatory Report concerning item No. 2 on the Agenda

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

resolves

Explanatory Report concerning item No. 3 on the Agenda

Dear Shareholders,

Composition of the Board of Directors

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

Election of the Board of Directors

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

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.

Composition of the Board of Statutory Auditors

slate-voting system

Election of the Board of Statutory Auditors

Determination of compensation of the Board of Statutory Auditors

Explanatory Report concerning item No. 5 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.

1. Reasons for adopting the 2019 Plan

2. Subject and Implementation Method of the 2019 Plan

3. Beneficiaries of the 2019 Plan

4. Duration of the 2019 Plan and Exercise of the Options

5. Restrictions on the Transfer of Options

resolves to

DEFINITIONS

FOREWORD

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.

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

1.3 Designation by name of Plan Beneficiaries belonging to the following groups:

a) general managers of the financial instrument issuer;

1.4 Description and numerical listing, broken down by category, of the following:

2. REASONS FOR ADOPTING THE PLAN

2.1 Objectives pursued through the adoption of the Plan

2.1.1 Additional information

2.2 Key variables, including performance indicators used to determine grants under plans based on financial instruments

2.2.1 Additional information

2.3 Elements used to determine the amount of compensation based on financial instruments, or criteria for its computation

2.3.1 Additional information

2.5 Considerations about significant tax and accounting effects that affected the design of the plans

3. APPROVAL PROCESS AND TIMING OF OPTION GRANTS

3.1 Scope of the powers and functions delegated by the Shareholders' Meeting to the Board of Directors for plan implementation purposes

3.2 Designation of the parties responsible for managing the plan and their functions and competencies

3.3 Any existing procedures for the revision of plans, including those applicable in connection with changes in the basic objectives

3.4 Description of the method used to determine the availability and grants of the financial instruments on which the plans are based

3.5 Role played by each Director in determining the characteristics of the abovementioned plans; existence of any conflicts of interest affecting interested Directors

3.8 Market price on the abovementioned dates of the financial instruments on which the plan is based, if traded on regulated markets

b. has already been published and could have a negative impact on market prices.

4. CHARACTERISTICS OF THE AWARDED INSTRUMENTS

4.1 Description of how compensation plans based on financial instruments are structured

4.2 Indication of the plan's actual implementation period, with mention of any different cycles, if applicable

4.3 Duration of the plan

4.4 Maximum number of financial instruments, including options, awarded each fiscal year to individuals identified by name or to designated categories

4.5 Plan's implementation methods and clauses, specifying if the actual award of financial instruments is subject to the fulfilment of conditions precedent or the attainment of predetermined performance targets; description of these conditions and results

4.6 Indication of any availability restrictions on the awarded financial instruments or the financial instrument obtained through the exercise of options, specifically indicating the time periods during which the subsequent transfer to the company or a third party is allowed or forbidden

4.7 Description of any cancellation conditions regarding the establishment of plans, if the recipients execute hedging transactions to bypass any prohibitions to sell awarded financial instruments, including options, or financial instruments obtained through the exercise of options

4.8 Description of the effects resulting from the end of the employment relationship

4.9 Description of any other cause of plan cancellation

Diasorin AGM Information 2019

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