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Diasorin AGM Information 2025
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AGM Information
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Shareholders' Meeting – April 28, 2025
Summary account of the votes on the items of agenda pursuant to article 125-quarter, paragraph 2, of Legislative Decree No. 58 of February 24, 1998
Item 1 of the Agenda
Financial statements as at 31 December 2024 and allocation of profit for the year:
1.1 Approval of the Financial Statements, subject to examining the management report, for the year ended 31 December 2024; presentation of the Consolidated Financial Statements of the Diasorin Group as at 31 December 2024; related and consequent resolutions;
Voting rights present at the meeting when the vote was opened no. 78,927,465 equal to 89.4348% of the no. 88,251,450 total voting rights.
Shares present at the meeting when the vote was opened no. 46,625,092 equal to 83.3361% of the no. 55,948,257 shares representing the share capital.
| no. voting rights | % over rights taking part of the vote |
|
|---|---|---|
| IN FAVOUR | 78,214,577 | 99.0968% |
| AGAINST | 691,178 | 0.8757% |
| ABSTAIN | 19,910 | 0.0252% |
| NOT VOTING | 1,800 | 0.0023% |
| Total of votes | 78,927,465 | 100.0000% |
1.2 Proposed allocation of profit; related and consequent resolutions.
Voting rights present at the meeting when the vote was opened no. 78,927,465 equal to 89.4348% of the no. 88,251,450 total voting rights.
Shares present at the meeting when the vote was opened no. 46,625,092 equal to 83.3361% of the no. 55,948,257 shares representing the share capital.
The voting result was the following:
| no. voting rights | % over rights taking part of the vote |
|
|---|---|---|
| IN FAVOUR | 78,918,165 | 99.9882% |
| AGAINST | 0 | 0.0000% |
| ABSTAIN | 7,500 | 0.0095% |
| NOT VOTING | 1,800 | 0.0023% |
| Total of votes | 78,927,465 | 100.0000% |
Item 2 of the Agenda
Report on the Remuneration Policy and on Fees Paid:
2.1 Approval of the remuneration policy pursuant to Article 123-ter, paragraph 3-ter of Legislative Decree no. 58/1998;
Voting rights present at the meeting when the vote was opened no. 78,927,465 equal to 89.4348% of the no. 88,251,450 total voting rights.
Shares present at the meeting when the vote was opened no. 46,625,092 equal to 83.3361% of the no. 55,948,257 shares representing the share capital.
| no. voting rights | % over rights taking part of the vote |
|
|---|---|---|
| IN FAVOUR | 66,762,383 | 84.5870% |
| AGAINST | 12,155,782 | 15.4012% |
| ABSTAIN | 7,500 | 0.0095% |
| NOT VOTING | 1,800 | 0.0023% |
| Total of votes | 78,927,465 | 100.0000% |
2.2 Resolutions on "Section Two" of the Report, pursuant to Article 123-ter, paragraph 6 of Legislative Decree no. 58/1998.
Voting rights present at the meeting when the vote was opened no. 78,927,465 equal to 89.4348% of the no. 88,251,450 total voting rights.
Shares present at the meeting when the vote was opened no. 46,625,092 equal to 83.3361% of the no. 55,948,257 shares representing the share capital.
| no. voting rights | % over rights taking part of the vote |
|
|---|---|---|
| IN FAVOUR | 74,009,981 | 93.7696% |
| AGAINST | 4,908,184 | 6.2186% |
| ABSTAIN | 7,500 | 0.0095% |
| NOT VOTING | 1,800 | 0.0023% |
| Total of votes | 78,927,465 | 100.0000% |
Item 3 of the Agenda
Appointment of the Board of Directors.
3.1 Determination of the number of members of the Board of Directors;
Voting rights present at the meeting when the vote was opened no. 78,927,465 equal to 89.4348% of the no. 88,251,450 total voting rights.
Shares present at the meeting when the vote was opened no. 46,625,092 equal to 83.3361% of the no. 55,948,257 shares representing the share capital.
The voting result was the following:
| no. voting rights | % over rights taking part of the vote |
|
|---|---|---|
| IN FAVOUR | 78,914,193 | 99.9832% |
| AGAINST | 3,972 | 0.0050% |
| ABSTAIN | 7,500 | 0.0095% |
| NOT VOTING | 1,800 | 0.0023% |
| Total of votes | 78,927,465 | 100.0000% |
3.2 Determination of the term of office;
Voting rights present at the meeting when the vote was opened no. 78,927,465 equal to 89.4348% of the no. 88,251,450 total voting rights.
Shares present at the meeting when the vote was opened no. 46,625,092 equal to 83.3361% of the no. 55,948,257 shares representing the share capital.
| no. voting rights | % over rights taking part of the vote |
|
|---|---|---|
| IN FAVOUR | 78,877,331 | 99.9365% |
| AGAINST | 23,864 | 0.0302% |
| ABSTAIN | 24,470 | 0.0310% |
| NOT VOTING | 1,800 | 0.0023% |
| Total of votes | 78,927,465 | 100.0000% |
3.3 Appointment of the members of the Board of Directors;
Voting rights present at the meeting when the vote was opened no. 78,927,465 equal to 89.4348% of the no. 88,251,450 total voting rights.
Shares present at the meeting when the vote was opened no. 46,625,092 equal to 83.3361% of the no. 55,948,257 shares representing the share capital.
The voting result was the following:
| no. voting rights | % over rights taking part of the vote |
|
|---|---|---|
| Lista 1 | 71,771,064 | 90.9329% |
| AGAINST | 6,909,130 | 8.7538% |
| ABSTAIN | 205,471 | 0.2603% |
| NOT VOTING | 41,800 | 0.0530% |
| Total of votes | 78,927,465 | 100.0000% |
3.4 Determination of remuneration.
Voting rights present at the meeting when the vote was opened no. 78,927,465 equal to 89.4348% of the no. 88,251,450 total voting rights.
Shares present at the meeting when the vote was opened no. 46,625,092 equal to 83.3361% of the no. 55,948,257 shares representing the share capital.
| no. voting rights | % over rights taking part of the vote |
|
|---|---|---|
| IN FAVOUR | 78,838,610 | 99.8874% |
| AGAINST | 62,585 | 0.0793% |
| ABSTAIN | 24,470 | 0.0310% |
| NOT VOTING | 1,800 | 0.0023% |
| Total of votes | 78,927,465 | 100.0000% |
Item 4 of the Agenda
Appointment of the Board of Statutory Auditors.
4.1 Appointment of Standing Auditors and Alternate Auditors;
Voting rights present at the meeting when the vote was opened no. 78,927,465 equal to 89.4348% of the no. 88,251,450 total voting rights.
Shares present at the meeting when the vote was opened no. 46,625,092 equal to 83.3361% of the no. 55,948,257 shares representing the share capital.
The voting result was the following:
| no. voting rights | % over rights taking part of the vote |
|
|---|---|---|
| Lista 1 | 66,457,463 | 84.2007% |
| Lista 2 | 12,377,577 | 15.6822% |
| AGAINST | 19,204 | 0.0243% |
| ABSTAIN | 73,217 | 0.0928% |
| NOT VOTING | 4 | 0.0000% |
| Total of votes | 78,927,465 | 100.0000% |
4.3 Determination of remuneration.
Voting rights present at the meeting when the vote was opened no. 78,927,465 equal to 89.4348% of the no. 88,251,450 total voting rights.
Shares present at the meeting when the vote was opened no. 46,625,092 equal to 83.3361% of the no. 55,948,257 shares representing the share capital.
The voting result was the following:
| no. voting rights | % over rights taking part of the vote |
|
|---|---|---|
| IN FAVOUR | 78,885,878 | 99.9473% |
| AGAINST | 17,117 | 0.0217% |
| ABSTAIN | 24,470 | 0.0310% |
| NOT VOTING | 0 | 0.0000% |
| Total of votes | 78,927,465 | 100.0000% |
Item 5 of the Agenda
Resolutions, pursuant to Article 114-bis of Legislative Decree no. 58 of 24 February 1998, concerning the establishment of a long-term incentive plan entitled "2025-2028 Equity Awards Plan". Related and consequent resolutions.
Voting rights present at the meeting when the vote was opened no. 78,927,465 equal to 89.4348% of the no. 88,251,450 total voting rights.
Shares present at the meeting when the vote was opened no. 46,625,092 equal to 83.3361% of the no. 55,948,257 shares representing the share capital.
The voting result was the following:
| no. voting rights | % over rights taking part of the vote |
|
|---|---|---|
| IN FAVOUR | 66,611,890 | 84.3963% |
| AGAINST | 12,306,275 | 15.5919% |
| ABSTAIN | 7,500 | 0.0095% |
| NOT VOTING | 1,800 | 0.0023% |
| Total of votes | 78,927,465 | 100.0000% |
Item 6 of the Agenda
Resolutions, pursuant to Article 114-bis of Legislative Decree no. 58 of 24 February 1998, concerning the establishment of a Stock Option Plan. Related and consequent resolutions.
Voting rights present at the meeting when the vote was opened no. 78,927,465 equal to 89.4348% of the no. 88,251,450 total voting rights.
Shares present at the meeting when the vote was opened no. 46,625,092 equal to 83.3361% of the no. 55,948,257 shares representing the share capital.
The voting result was the following:
| no. voting rights | % over rights taking part of the vote |
|
|---|---|---|
| IN FAVOUR | 66,646,066 | 84.4396% |
| AGAINST | 12,272,099 | 15.5486% |
| ABSTAIN | 7,500 | 0.0095% |
| NOT VOTING | 1,800 | 0.0023% |
| Total of votes | 78,927,465 | 100.0000% |
Item 7 of the Agenda
Authorisation for the purchase and disposal of treasury shares, pursuant to the combined provisions of Articles 2357 and 2357-ter of the Civil Code, as well as Article 132 of Legislative Decree no. 58 of 24 February 1998 and related implementing provisions.
Voting rights present at the meeting when the vote was opened no. 78,927,465 equal to 89.4348% of the no. 88,251,450 total voting rights.
Shares present at the meeting when the vote was opened no. 46,625,092 equal to 83.3361% of the no. 55,948,257 shares representing the share capital.
| no. voting rights | % over rights taking part of the vote |
|
|---|---|---|
| IN FAVOUR | 75,287,082 | 95.3877% |
| AGAINST | 3,623,328 | 4.5907% |
| ABSTAIN | 7,500 | 0.0095% |
| NOT VOTING | 9,555 | 0.0121% |
| Total of votes | 78,927,465 | 100.0000% |