Diasorin — Proxy Solicitation & Information Statement 2022

Apr 13, 2022

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

In accordance with Article 106, paragraph 4, Decree Law no. 18 of 17 March 2020 converted with modifications by Law 24th April 2020 no. 27 and as last extended by effect of art. 3, D.L. 228/2021 converted with modifications by Law no. 15/22, the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Appointed Representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned Decree, the Appointed Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form

Declaration of the Appointed Representative - Spafid declares that it has no own interest in the proposed resolutions being voted upon. However, in view of (i) the contractual relations existing between SPAFID and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, as well as (ii) the existence of fiduciary mandates by virtue of which Spafid could hold participations in the Company on behalf of its customers, on a fiduciary basis, in relation to which it will exercise the right to vote at the Shareholders' Meeting on the basis of specific instructions issued by the fiduciaries in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Spafid expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions. If the delegating party does not provide specific instructions for such cases by indicating them in the appropriate boxes, the instructions provided shall be deemed to be confirmed as far as possible. If it is not possible to vote according to the instructions provided, Spafid will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Spafid will not vote for such items.

With reference to the Ordinary General Meeting of DIASORIN S.p.A. (hereinafter, the "Company" or "DIASORIN") to be held exclusively by telecommunications means, on 29 April 2022, at 11.00 a.m., on single call, as set forth in the notice of the shareholders' meeting published on the Company's website at www.diasoringroup.com, in "Governance/Shareholders' Meeting/2022" section, on 16 March 2022, and, as an extract, in the Italian daily newspaper "La Stampa", on 17 March 2022, and having regard to the Reports on the items on the Agenda made available by the Company(§)

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

PROXY FORM

Complete with the information requested at the bottom of the form (§)

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

(§)The Company will process the personal data in accordance with the information attached. . (*) Mandatory. (**) It is recommended to fill.

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

	in quality of (tick the box that interests you) (*)
shareholder with the right to vote   pledge 	OR IF DIFFERENT FROM THE bearer  usufructuary  custodian 	SHAREHOLDER legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed) manager  other (specify) ………………………………………………………………………………………………
(complete only if the shareholder is different from the	Name Surname / Denomination () Born in ()	Tax identification code or other identification if foreign () On ()
proxy signatory)	Registered office / Resident in (*)
Related to
	No. (*) ___ shares DIASORIN ISIN ____	Registrated in the securities account (1) n. ___ referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) No. ______	at the custodian __ ABI _ CAB Supplied by the intermediary: _______		_____

(to be filled in with information regarding any further communications relating to deposits)

DELEGATES/SUB DELEGATES SOCIETÀ PER AMMINISTRAZIONI FIDUCIARIE SPAFID S.P.A. ("SPAFID"), with registered office in Milan, Tax Code no. 00717010151, to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.

DECLARES

• that he/she/it is aware that the proxy to the Appointed Representative might contain voting instructions even only in respect of some resolution proposals in the agenda and that in this case, the vote shall be expressed for the sole proposals in respect of which instructions have been granted;

• to have requested from the custodian the communication for participation in the Meeting as indicated above;

• that there are no reasons for incompatibility or suspension of the exercise of voting rights;

• (in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.

AUTHORIZE Spafid and the Company to the treatment of his/her/its personal data for the purposes and under the terms and conditions specified in the attached information document.


	(Place and Date) *	(

Signature) *

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

VOTING INSTRUCTIONS

intended for the Appointed Representative only - Tick the relevant boxes

The undersigned (3) (Personal details) __________________________________________________________________________________________________________

(indicate the holder of the right to vote only if different name and surname / denomination) __________________________________________________________________________________________________________

Hereby appoints Spafid to vote in accordance with the voting instructions given below at Ordinary General Meeting of DIASORIN to be held exclusively by telecommunications means, on 29 April 2022, at 11.00 a.m., on single call.

RESOLUTIONS SUBJECT TO VOTING

1. Financial Statements for the year ending on 31 December 2021 and allocation of profit for the year:

1.1 Approval of the Financial Statements, subject to review of the Report on Operations for the year ending on 31 December 2021; presentation of the consolidated Financial Statements of the DiaSorin Group for the year ending on 31 December 2021; related and required resolutions;

Proposal of the Board of Directors			Tick only one box	 In Favour	 Against	 Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	 In Favour : _________			 Against	 Abstain

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

1.2 Proposed allocation of profits; Related and required resolutions.
Proposal of the Board of Directors			Tick only one box	 In Favour	 Against	 Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	 In Favour : _________			 Against	 Abstain

2. Report on the remuneration policy and remuneration paid:

2.1 Approval of the remuneration policy pursuant to Article 123-ter, paragraph 3-ter of Legislative Decree no.58/1998;

Proposal of the Board of Directors			Tick only one box	 In Favour	 Against	 Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	In Favour : _________ 			Against 	 Abstain

2.2 Resolutions on the "Second Section" of the report, pursuant to Article 123-ter, paragraph 6 of Legislative Decree no. 58/1998.

Proposal of the Board of Directors			Tick only one box	 In Favour	 Against	 Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	 In Favour : _________			 Against	 Abstain

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

3. Appointment of the Board of Directors.

3.1 Determination of the number of members of the Board of Directors;
Tick only one  In Favour Proposal of resolution submitted by IP Investimenti e Partecipazioni S.r.l. box					 Against	 Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	In Favour : _________ 			Against 	 Abstain
3.2 Determining the term of office;
	Proposal of resolution submitted by IP Investimenti e Partecipazioni S.r.l.		Tick only one box	 In Favour	 Against	 Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	 In Favour : _________			 Against	 Abstain

3.3 Appointment of the members of the Board of Directors;
List no. 1 submitted by IP Investimenti e Partecipazioni S.r.l. (only list submitted)		Tick only one box	 List no. 1	 Against	 Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	 In Favour : _________			 Against	 Abstain

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

3.4 Determination of remuneration.
Tick only one  In Favour Proposal of resolution submitted by IP Investimenti e Partecipazioni S.r.l. box			 Against	 Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	 In Favour : _________			 Against	 Abstain

4. Appointment of the Board of Statutory Auditors.

4.1 Appointment of Standing Auditors and Substitute Auditors;
Select the chosen list or against / abstained with reference to all the lists
List no. 1 was submitted by IP Investimenti e Partecipazioni S.r.l.,  1  Tick only one box List No. List No.					 Abstain
 2 Against List no. 2 was submitted by institutional investors
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box	Modify the instructions (express preference)
confirms the instructions revokes the instructions	 In Favour : _________			 Against	 Abstain

4.2 Appointment of the Chairman of the Board of Statutory Auditors;

Pursuant to art. 18 of the Articles of Association and following the submission of two lists, this item on the agenda will not be voted.

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

4.3 Determination of remuneration. Proposal of resolution submitted by IP Investimenti e Partecipazioni S.r.l. Tick only one box In Favour Against Abstain If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting Tick only one box Modify the instructions (express preference) confirms the instructions revokes the instructions In Favour : ___________________________ Against Abstain

5. Resolutions, pursuant to Article 114-bis of Legislative Decree no. 58 of 24 February 1998, concerning the creation of a long-term incentive plan called "Equity Awards Plan". Related and required resolutions.

Proposal of the Board of Directors			Tick only one box	 In Favour	 Against	 Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	 In Favour : _________			 Against	 Abstain

6. Authorisation to purchase and possess treasury shares, pursuant to the combined provisions of Arts. 2357 and 2357-ter of the Italian Civil Code, as well as Article 132 of Legislative Decree no. 58 of 24 February 1998 and related implementing provisions. Proposal of the Board of Directors Tick only one box In Favour Against Abstain If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting Tick only one box Modify the instructions (express preference) confirms the instructions revokes the instructions In Favour : ___________________________ Against Abstain

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998


	(Place and Date) *		( Signature) *
DIRECTORS' LIABILITY ACTION
In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the civil code, proposed by the shareholders on the occasion of the approval of the financial statements, the undersigned appoints the Appointed Representative to vote as follows:
Tick only one box	 In Favour	 Against	 Abstain
			*
	(Place and Date) *		( Signature)

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

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

• The proxy must be dated and signed by the delegating party.
• Representation may be conferred only for single meetings, with effect also for subsequent calls.
• In the case of co-ownership of shares, the proxy must always be issued with the signature of all the co-owners.
• (1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.

___________________________________________________________________________________________________________________________________________________________________

• (2) Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote.
• (3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).

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

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

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

by one of the following alternative methods:

• i) transmission of an electronically reproduced copy (PDF) to the certified email address assemblee@pec.spafid.it (subject line "Proxy for DIASORIN 2022 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
• ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Spafid S.p.A., Foro Buonaparte 10, 20121 Milan (Ref. "Proxy for DIASORIN 2022 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail to assemblee@pec.spafid.it (subject line: "Proxy for DIASORIN 2022 Shareholders' Meeting")

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

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Spafid S.p.A. by email to the following address confidential@spafid.it or by phone at the following telephone numbers (+39) 02.80687319 – 02.80687335 (during open office hours from 9:00 a.m. to 5:00 p.m.).

DIASORIN S.p.A. PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

INFORMATION NOTICE PURSUANT TO ARTICLES 13 AND 14 OF REGULATION EU 2016/679 AND CURRENT NATIONAL LEGISLATION ON PROTECTION OF PERSONAL DATA

PRIVACY DISCLAIMER DISCLAIMER PURSUANT ART. 13 AND 14 OF EU REGULATION 2016/679

We hereby remind you that the information contained in the proxy form shall be processed by DiaSorin S.p.A. – as data processor – to manage the shareholders' meeting in compliance with the applicable data protection law and for the time strictly necessary to achieve the purposes for which the above data have been collected and in compliance with the company's retention policy.

The above data could be disclosed to employees duly authorized to manage your personal information for the above purposes: said data could be disseminated or disclosed to specific third parties in order to comply to an obligation arising from the law or regulation, or on the basis of orders received by Public Authorities duly enabled by the law, or by supervisory bodies; without the data marked as mandatory it will be impossible to allow the proxy holder to take part to the Shareholders' Meeting on your behalf.

The individual can exercise the rights set forth under section 15-22 of GDPR (e.g., to have access to personal data to check their origin and accuracy, to ask for supplementation, update, amendment or deletion or to opt-out form their processing). The individual is also entitled to file a claim in front of the competent supervisory authority. The rights of the individual or any other additional request for information may be exercised, without any formality, contacting the delegate of the Data Processor (Mr. Ulisse Spada, at DiaSorin S.p.A., Via Crescentino snc, 13040 Saluggia - VC).