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Diasorin — Proxy Solicitation & Information Statement 2026
Mar 25, 2026
4129_rns_2026-03-25_995c8937-d8fa-44a5-9015-4ceb61108bb2.pdf
Proxy Solicitation & Information Statement
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| Informazione Regolamentata n. 0957-34-2026 | Data/Ora Inizio Diffusione 25 Marzo 2026 10:14:22 | Euronext Milan |
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Societa': DIASORIN
Utenza - referente : DIASORINN01 - Ulisse Spada - Valerio Vaccarone
Tipologia : 3.1
Data/Ora Ricezione : 25 Marzo 2026 10:14:22
Oggetto : Diasorin S.p.A. - Ordinary Shareholders' Meeting April 29, 2026 - Notice of call
Testo del comunicato
See attachment.
CERTIFIED
Diasorin
Call of the Ordinary Shareholders' Meeting
The Shareholders' Meeting of Diasorin S.p.A. ("Diasorin" or the "Company") is convened in ordinary session for April 29, 2026, at 3:00 p.m., in a single call, exclusively by means of telecommunications.
The Company – in accordance with Article 135-undecies.1 of Legislative Decree No. 58/98 ("TUF") and Art. 9 of the Articles of Association – has decided to avail itself of the right to provide that the participation of shareholders in the Shareholders' Meeting takes place exclusively through a representative designated pursuant to Article 135-undecies of the TUF, without physical participation by them.
The assembly is called to discuss and deliberate on the following
Agenda
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Financial statements for the year ended 31 December 2025 and allocation of profit for the year:
1.1 Approval of the Financial Statements, after examination of the Directors' Report for the year ended 31 December 2025; presentation of the Consolidated Financial Statements of the Diasorin Group as of December 31, 2025; related and consequent resolutions;
1.2 Proposal for the allocation of profits; related and consequent resolutions. -
Report on the Remuneration policy and compensation paid:
2.1 Approval of the remuneration policy pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree no. 58/1998;
2.2 Resolutions on the "Second section" of the report, pursuant to art. 123-ter, paragraph 6, of Legislative Decree no. 58/1998. -
Resolutions, pursuant to art. 114-bis of Legislative Decree no. 58 of 24 February 1998, relating to the establishment of a Stock Option Plan. Related and consequent resolutions.
Share Capital
As of the date of publication of this notice of call, the subscribed and paid-up share capital is Euro 55,948,257.00 and is represented by 55,948,257 ordinary shares with no par value. Each ordinary share gives the right to one vote, except for the shares in respect of which the increase in voting rights has been obtained. As of March 20, 2026, the Company owns no. 4.855.347 treasury shares, whose voting rights are suspended pursuant to art. 2357-ter of the Civil Code. Detailed information on the amount of share capital and its composition is provided on the company's website
CERTIFIED
(https://int.diasorin.com/it/, Section "Group/Governance/Ownership Structure/Share Capital").
The Articles of Association (Articles 9-bis, 9-ter and 9-quarter) govern increased voting rights, with the consequence that, in accordance with the provisions of Article 120, paragraph 1, of the TUF, the share capital shall be understood as the total number of voting rights. Following the increases in voting rights achieved on the date of publication of this notice, the total number of voting rights is equal to 88,041,075. For further information, including with reference to the special list pursuant to Article 9-quarter of the Articles of Association ("Special List"), please refer to the Company's website (https://int.diasorin.com/it/, Section "Group/Governance/Ownership Structure/Increased Voting Rights"). The Company, pursuant to art. 9-quarter of the Articles of Association, will update the Special List (if necessary) by the 5th (fifth) trading day from the end of each calendar month and, in any case, by 21 April 2026, the trading day following the date indicated in Article 83-sexies, paragraph 2, of the TUF (the so-called "Consolidated Finance Act"). record date, i.e. April 20, 2026).
Entitlement to attend and vote at the Shareholders' Meeting
Pursuant to Article 83-sexies of the TUF, the right to attend the Shareholders' Meeting and to exercise the right to vote is certified by a communication to the Company, made by the intermediary in accordance with its accounting records, in favour of the person entitled to vote, on the basis of the evidence relating to the end of the accounting day of the seventh trading day prior to the date set for the Shareholders' Meeting, i.e. 20 April 2026 (record date); those who become holders of the Company's shares only after that date will not be entitled to attend and vote at the Shareholders' Meeting; the intermediary's communication must be received by the Company by the end of the third trading day prior to the date set for the Shareholders' Meeting (i.e. by 24 April 2026); however, the right to attend and vote remains unaffected if the communications are received by the Company after this deadline, provided that they are received before the start of the Shareholders' Meeting.
In accordance with Article 135-undecies.1 of the TUF and Article 9 of the Articles of Association, participation in the Shareholders' Meeting of those who have voting rights is permitted exclusively through the representative designated by the Company pursuant to Article 135-undecies of the TUF, who must be granted a proxy, in the manner and under the conditions indicated below; the aforementioned designated representative may also be granted proxies or sub-proxies pursuant to Article 135-undecies. novies of the TUF, by way of derogation from art. 135-undecies, paragraph 4, of the TUF.
The Directors, the Statutory Auditors, the designated representative and the notary public who will record the meeting, as well as the other persons entitled to vote by law, other than those who have the right to vote, may attend the Shareholders' Meeting exclusively by means of telecommunications that also guarantee their identification. The instructions for participation in the Shareholders' Meeting by means of telecommunications will be made known by the Company to interested parties.
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The Company's designated representative pursuant to Article 135-undecies of the TUF is Monte Titoli S.p.A., with registered office in Milan, Piazza degli Affari no. 6, Tax Code no. 03638780159, belonging to the Euronext Group, VAT number of group 10977060960 (the "Designated Representative").
Shareholders who wish to attend the Shareholders' Meeting must grant the Appointed Representative the proxy, with voting instructions on the items on the agenda of the Shareholders' Meeting, free of charge to the delegating party (except for any shipping costs), through the specific proxy form available, with the relevant instructions for filling in and transmitting, on the website of the Company (at address https://int.diasorin.com/it/, Section "Group/Governance/Shareholders' Meeting/2026").
The proxy with voting instructions must be received by the aforementioned Designated Representative - together with a copy of a currently valid identity document of the delegating party or, if the delegating party is a legal person, of the pro tempore legal representative or of another person with suitable powers, together with suitable documentation certifying their qualification and powers - by the end of the second trading day prior to the date of the Shareholders' Meeting (i.e. by 11:59 p.m. on April 27, 2026), in the following alternative ways: (i) transmission of a copy electronically reproduced (PDF) to the certified e-mail address [email protected] (subject "DIASORIN Shareholders' Meeting Proxy APRIL 2026") from one's certified e-mail address (or, failing that, from one's ordinary e-mail address, in which case the proxy with voting instructions must be signed with a qualified electronic signature or digital); (ii) transmission in original, by courier or registered mail with return receipt, to the address: Monte Titoli S.p.A. - Courtesy Attention Ufficio Register & AGM Services, Piazza degli Affari no. 6, 20123 Milan, Ref. "Proxy for the DIASORIN Shareholders' Meeting APRIL 2026", anticipating a copy reproduced electronically (PDF) by ordinary e-mail to the [email protected] box (subject "Proxy for the DIASORIN Shareholders' Meeting APRIL 2026").
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 (i.e. by 11:59 p.m. on 27 April 2026).
The aforementioned Appointed Representative may also be granted proxies or sub-proxies pursuant to Article 135-novies of the TUF, notwithstanding Article 135-undecies, paragraph 4, of the TUF, by means of the appropriate proxy form available on the Company's website (at https://int.diasorin.com/it/, Section "Group/Governance/Shareholders' Meeting/2026"). For the transmission of proxies or sub-proxies, the procedures indicated above and reported in the proxy form must be followed.
The aforementioned proxy or sub-proxy must be received no later than 6:00 p.m. on the day before the Shareholders' Meeting (or in any case by the opening of the Shareholders' Meeting). The proxy pursuant to Article 135-novies of the TUF and the related voting instructions may always be revoked within the aforementioned term.
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For any clarifications regarding the granting of the proxy (and in particular regarding the completion of the proxy form and the Voting Instructions and their transmission), persons entitled to attend the Shareholders' Meeting may contact Monte Titoli S.p.A. by e-mail at [email protected] or at (+39) 02.33635810 on open office days, from 9:00 a.m. to 5:00 p.m.
It should be noted that the shares for which the proxy has been granted, even partial, are counted for the purposes of the regular constitution of the Shareholders' Meeting; In relation to the proposals for which voting instructions have not been given, the shares are not taken into account for the purposes of calculating the majority and the share of capital required for the approval of the resolutions.
Please note that there are no voting procedures by mail or by electronic means.
Right to ask questions about items on the agenda
Pursuant to Article 135-undecies.1, paragraph 3, of the TUF, the right to ask questions pursuant to Article 127-ter of the TUF may be exercised only before the Shareholders' Meeting. Therefore, Shareholders may ask questions on what is on the agenda, before the Shareholders' Meeting, by electronic communication to the certified e-mail address [email protected].
Only questions strictly relevant to the agenda will be considered. Applications must be submitted within seven trading days prior to the date of the Shareholders' Meeting, i.e. by 20 April 2026; the applications must be accompanied by the personal data of the shareholder (surname and first name or name in the case of an entity or company, place and date of birth and tax code) and the relevant communication to the Company by the intermediary pursuant to art. 43, paragraph 1, of the Single Provision on post-trading of Consob and the Bank of Italy of 13 August 2018 ("Regulation of central counterparties, central depositories and centralized management activities") (the "Post-Trading Measure"); The ownership of the right to vote can also be certified after the submission of the questions, provided that it is not until the third day following the date indicated in art. 83-sexies, paragraph 2, of the TUF (record date), i.e. by 23 April 2026; however, this communication is not necessary in the event that the Company receives the communication from the intermediary necessary for participation in the Shareholders' Meeting.
To the questions received by 20 April 2026, the deadline provided for by Article 127-ter, paragraph 1-bis of the TUF, the Company, having verified their relevance to the items on the agenda of the Shareholders' Meeting and the legitimacy of the applicant, will respond at least five days before the Shareholders' Meeting, and therefore by 24 April 2026, publishing the answers on the appropriate section of its website (https://int.diasorin.com/it/, "Group/Governance/Shareholders' Meeting/2026" section), in order to enable those entitled to vote to express themselves in an informed opinion on the items on the agenda. The Company may provide a single answer to questions with the same content.
Right to supplement the agenda and to submit new resolution proposals
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Pursuant to Article 126-bis of the TUF, Shareholders who, also jointly, represent at least one-fortieth of the share capital may request, within 10 days of the publication of this notice (i.e. by 4 April 2026), the addition of the list of items to be discussed, indicating in the request the additional items they themselves proposed, or submit resolution proposals on the item on the agenda.
Any additions to the list of items to be dealt with by the Shareholders' Meeting following the aforementioned requests or the submission of further proposals shall be notified, in the same forms prescribed for the publication of the notice of call, at least 15 days before the date set for the Shareholders' Meeting, i.e. by 14 April 2026. Additions are not permitted for matters on which the Shareholders' Meeting resolves, in accordance with the law, on the proposal of the Directors or on the basis of a project or report prepared by them other than those referred to in art. 125-ter, paragraph 1, of the TUF. The additions must be received by the Company within the above deadline by registered mail with return receipt sent to the Company's registered office, Via Crescentino snc, 13040 Saluggia (VC), att.ne Corporate Legal Affairs, or by electronic communication to the certified e-mail address [email protected], and must be accompanied by a report on the matters proposed to be discussed or on the reasons for the further resolution proposals submitted. The legitimacy to exercise this right is attested by a communication to the Company by the qualified intermediary pursuant to art. 43, paragraph 1, of the Post-Trading Provision certifying the ownership of the shares by the requesting shareholders with validity on the date of the request itself. At the same time as the publication of the notice of integration or presentation, the report prepared by the requesting shareholders will be made available to the public, in the same forms as provided for the documentation relating to the Shareholders' Meeting, accompanied by any assessments by the administrative body.
Right to individually submit resolution proposals before the Shareholders' Meeting
In addition to the above, taking into account that attendance at the Shareholders' Meeting is provided exclusively through the Designated Representative, the persons entitled to attend the Shareholders' Meeting who intend to formulate resolution proposals on the items on the agenda are invited to submit them in advance, by 14 April 2026, in the same manner as indicated in the previous paragraph. These proposals will be published on the Company's website by 16 April 2026, in order to allow those entitled to vote to express themselves in an informed manner, also taking into account these new proposals, and to allow the Appointed Representative to obtain voting instructions, if necessary, also on them. The applicant must send the Company the communication required by art. 83-sexies of the TUF.
The documentation relating to the Shareholders' Meeting, including the reports of the Board of Directors relating to each item on the agenda and the information document of the Stock Option Plan prepared pursuant to Article 84-bis of the Issuers' Regulation, will be made available to the public at the Company's registered office, on the Company's website (https://int.diasorin.com/it/, "Group/Governance"
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Section/Shareholders' Meeting/2026") and in the other ways and according to the timing provided for pursuant to applicable law.
In addition, at least 15 days before the date of the Shareholders' Meeting on single call, i.e. by 14 April 2026, the documentation referred to in Article 77, paragraph 2-bis of the Issuers' Regulations will be filed, with the caveat that such filing will be made only at the Company's registered office.
This notice of call is published, pursuant to Article 125-bis of the TUF and Article 84 of the Issuers' Regulation, as well as pursuant to Article 8 of the Articles of Association, on the Company's website https://int.diasorin.com/it/ (Section "Group/Governance/Shareholders' Meeting/2026"), on the authorized storage mechanism "eMarketStorage" (available on the website) and, in extract, in the newspaper "La Stampa" (on 26 March 2026).
Saluggia, 25 March 2026
For the Board of Directors
The Chairman
Dr. Michele Denegri
| Fine Comunicato n.0957-34-2026 | Numero di Pagine: 8 |
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