AI assistant
Diasorin Proxy Solicitation & Information Statement 2026
4129_rns_2026-03-25_3235ba34-8c8b-4ed0-b0e7-8eac9b348abc.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
emorket
Fair storage
CERTIFIED
SHAREHOLDERS' MEETING
Diasorin S.p.A.
April 29, 2026
EXPLANATORY REPORTS
AND
PROPOSALS FOR RESOLUTIONS ON THE ITEMS ON THE AGENDA
(drawn up in compliance with Article 84-ter of Consob Resolution 11971/1999 and subsequent amendments and Article 125-ter of Legislative Decree 58/1998 and subsequent amendments)
Diasorin S.p.A.
Via Crescentino snc, 13040 Saluggia (VC)
Tax Code and Registration in the Register of Companies of Vercelli n. 13144290155
emarket
with storage
CERTIFIED
Oo
INDEX
Explanatory Report on item 1 on the agenda...3
Explanatory Report on item 2 on the agenda...6
Explanatory Report on item 3 on the agenda...9
CERTIFIED
Explanatory Report on item 1 on the agenda
- Financial statements for the year ended 31 December 2025; Proposal regarding the allocation of the profit for the year and distribution of the dividend:
1.1 approval of the Financial Statements after examination of the management 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 regarding the allocation of the profit for the year and distribution of the dividend; related and consequent resolutions.
The Annual Financial Report as at 31 December 2025 pursuant to Article 154-ter of Legislative Decree 58/1998 (including the draft financial statements and the consolidated financial statements as at 31 December 2025, the report on operations – which includes sustainability reporting – the annual report for Corporate Governance and the certifications and reports required by law) will be made available to the public at the Company's registered office, and will also be published on the Company's website https://int.diasorin.com/it ("Group/Governance/Shareholders' Meeting/2026" section) and on the authorised storage mechanism "eMarketStorage", accessible at , by 7 April 2026.
Dear Shareholders,
We invite you to approve the Company's Financial Statements for the year ended 31 December 2025, which closed with a profit for the year of 150,154,841. On this point, we refer to the report on operations prepared by the Board of Directors, made available to the Shareholders within the terms and in the manner required by law.
The Board of Directors of your Company, taking into account the fact that the legal reserve has reached one fifth of the share capital pursuant to Article 2430 of the Italian Civil Code, proposes that you allocate the profit for the year, equal to € 150,154,841, as follows:
- as for € 66,507,838.80,¹ to Shareholders as a dividend of € 1.30 for each ordinary share outstanding on the ex-dividend date, excluding treasury shares held at the
¹ The proposed total dividend of € 66,507,838.80 per share takes into account the number of treasury shares held by Diasorin at the date of approval by the Company's Board of Directors of the proposals referred to in this Explanatory Report. In consideration of the purchases that are planned and that may be carried out in execution of the buyback program authorized by the shareholders' meeting of January 27, 2026 and the treasury shares that will be canceled by virtue of the shareholders' resolution adopted in extraordinary session on the same date, the total amount of the dividend and, consequently, the amount to be allocated to reserves, will be determined according to the number of shares outstanding at the time of the ex-dividend date (so-called "ex-dividend date"). ex date) and the number of treasury shares actually held by the Company at the record date
emarket
Fair Storage
CERTIFIED
record date, equal to no. 4,788,381 ordinary shares taking into account the treasury shares repurchase performed up to 19 March 2026 included;
- as for the residual amount, equal to € 83,647,002.20 in the "retained earnings" reserve.
It is also proposed to pay the dividend starting from 20 May 2026 with an ex-dividend date of 18 May 2026 in favour of outstanding shares, with the exception of those in portfolio. Pursuant to art. 83-terdecies of Legislative Decree 58/1998, those who are shareholders at the end of the accounting day of 19 May 2026 (record date).
We therefore submit the following resolution proposals for your approval:
Proposal for resolution on item 1.1 on the agenda:
"The Ordinary Shareholders' Meeting of Diasorin S.p.A., having examined the report on operations, taken note of the consolidated financial statements of the Diasorin Group as of December 31, 2025, as well as the sustainability report,
resolves
to approve the financial statements for the year ended 31 December 2025, which close with a profit for the year of € 150,154,841, in all its parts and results"
Proposal for a resolution on item 1.2 on the agenda:
"The Ordinary Shareholders' Meeting of Diasorin S.p.A., having heard and approved the statements of the Board of Directors, taking into account the fact that the legal reserve has reached the maximum limit referred to in art. 2430 of the Civil Code,
resolves
- to allocate the profit for the year, equal to € 150,154,841, as follows:
- as regards € 66,507,838.80, to Shareholders as a dividend of € 1.30 for each ordinary share outstanding on the ex-dividend date, excluding treasury shares held at the record date, equal to no. 4,788,381 ordinary shares taking into account the treasury share repurchase performed up to 19 March 2026 included.
- as regards the residual amount, equal to € 83,647,002.20, in the "Retained earnings" reserve.
- In consideration of the purchases that may be made in execution of the buyback program authorized by the shareholders' meeting of January 27, 2026 and the treasury shares that may be canceled by virtue of the shareholders' resolution adopted in extraordinary session on the same date, the total amount of the dividend and, consequently, the amount to be allocated to the reserve, will be determined according to the number of shares outstanding at the time of coupon detachment (ex date) and the number treasury shares actually held by the Company at the record date.
- to pay the above dividend on 20 May 2026, with an ex-dividend date of 18 May 2026 in favour of the outstanding shares, with the exclusion of those in portfolio (ex date),
emarket
with storage
CERTIFIED
and the date of entitlement to payment pursuant to art. 83-terdecies of Legislative Decree 58/1998 (record date) on 19 May 2026.
Saluggia, March 20, 2026
For the Board of Directors
The Chairman
Dr. Michele Denegri
5
emarket
Fair Storage
CERTIFIED
Explanatory Report on item 2 on the agenda
2. 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.
Dear Shareholders,
The Board of Directors of your Company has called you to attend the Ordinary Shareholders' Meeting to present the Report on the remuneration policy and compensation paid (the "Remuneration Report"), prepared pursuant to art. 123-ter of the TUF and art. 84-quarter of Consob Regulation no. 11971/1999 ("Issuers' Regulation") and was drawn up in accordance with Annex 3A, Schedule 7-bis and Schedule 7-ter of the Issuers' Regulation, as last amended.
The Remuneration Report is divided into the following sections:
-
Section I illustrates the Company's policy on the remuneration of Directors, Executives with Strategic Responsibilities and, without prejudice to the provisions of Article 2402 of the Italian Civil Code, of the members of the Company's Board of Statutory Auditors, with a duration of one year and the procedures used for the adoption, revision and implementation of this policy, including measures aimed at avoiding or managing any conflicts of interest; Furthermore, pursuant to art. 84-quarter, paragraph 2-bis, of the Issuers' Regulation, the remuneration policy described in Section I of the Report:
-
indicates how it contributes to the Company's business strategy, pursuit of long-term interests and sustainability and is determined by taking into account the compensation and working conditions of the Company's employees;
-
defines the various components of remuneration that can be recognised; in the case of the allocation of variable remuneration, establish clear, comprehensive and differentiated criteria for the recognition of such remuneration, based on financial and non-financial performance objectives, where appropriate taking into account criteria relating to corporate social responsibility;
-
specifies the elements of the policy to which, in the presence of exceptional circumstances indicated in art. 123-ter, paragraph 3-bis, of the TUF, it is possible to derogate temporarily and the procedural conditions on the basis of which the derogation may be applied;
-
Section II, by name for the remuneration attributed to the Directors and members of the Board of Statutory Auditors and in aggregate form for the remuneration attributed to Executives with Strategic Responsibilities:
CERTIFIED
- in the first part, it provides an adequate, clear and comprehensible representation of each of the items that make up the remuneration, including the remuneration envisaged in the event of termination of office or termination of the employment relationship, highlighting their compliance with the Company's remuneration policy for the year in question and the ways in which remuneration contributes to the Company's long-term results;
- in the second part, it illustrates: (i) analytically the remuneration paid in the financial year 2025 for any reason and in any form by the Company and its subsidiaries or associates, indicating any components of the aforementioned remuneration that refer to activities carried out in financial years prior to the reference year and also highlighting the remuneration to be paid in one or more subsequent years for the activity carried out in the reference year, possibly indicating an estimated value for the components that cannot be objectively quantified in the reference year; (ii) how the Company took into account the vote expressed by the Shareholders' Meeting on Section Two of the Report the previous year;
- in the third part, it provides information on the allocation of financial instruments to directors, executives and other employees of Diasorin and its subsidiaries;
- in the fourth part, it indicates, with the criteria established in Annex 3A, Schedule 7-ter of the Issuers' Regulation, the shareholdings held, in the Issuer and in the subsidiaries, by the members of the administrative and control bodies, by the General Manager and by the other Managers with Strategic Responsibilities as well as by spouses who are not legally separated and by minor children, directly or through subsidiaries, of trust companies or through third parties, resulting from the shareholders' register, from the communications received and from other information acquired by the members of the administrative and control bodies, by the General Manager and by the other Managers with Strategic Responsibilities.
The Remuneration Report will be made available on the Company's website https://int.diasorin.com/it ("Group/Governance/Shareholders' Meeting/2026" Section), and on the authorised storage mechanism "eMarketStorage", accessible at , at least 21 days before the date of the Shareholders' Meeting on single call, i.e. by 8 April 2026.
Shareholders are reminded that, pursuant to Article 123-ter, paragraph 3-bis of the TUF, you will be called upon to resolve on Section I of the Remuneration Report in favour or against, with a binding resolution pursuant to Article 123-ter, paragraph 3-ter, of the TUF. You will also be called, pursuant to Article 123-ter, paragraph 6, of the TUF, to resolve on Section II of the Remuneration Report, with a non-binding resolution.
The result of the vote will be made available to the public within the terms of the law pursuant to art. 123-ter, paragraph 6, and 125-quarter, paragraph 2, of the TUF.
Therefore, the Shareholders are invited to adopt the following resolutions.
Proposal for a resolution on item 2.1 on the agenda:
emarket
Fair Storage
CERTIFIED
"The Ordinary Shareholders' Meeting of Diasorin S.p.A., having examined the remuneration and remuneration policy prepared by the Board of Directors pursuant to art. 123ter of Legislative Decree no. 58/1998,
resolves
to approve – pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree No. 58/1998 and for any other effect of law and regulation, and therefore with a binding resolution – the remuneration policy."
Proposal for resolution on item 2.2 on the agenda:
"The Ordinary Shareholders' Meeting of Diasorin S.p.A., having examined the "second section" of the report prepared by the Board of Directors pursuant to art. 123-ter of Legislative Decree no. 58/1998
resolves
to approve – pursuant to art. 123-ter, paragraph 6, of Legislative Decree no. 58/1998 and for any other effect of law and regulation, and therefore with a non-binding resolution – the "second section" of the report."
Saluggia, March 20, 2026
For the Board of Directors
The Chairman
Dr. Michele Denegri
emarket
Fair Storage
CERTIFIED
Explanatory Report on item 3 on the agenda
- 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.
Dear Shareholders,
we submit for your approval an incentive and loyalty plan called "Stock Options Plan 2026 – Diasorin S.p.A." (the "2026 Plan") addressed to the key executives of Diasorin S.p.A. ("Diasorin" or the "Company") and of the other companies of the Diasorin Group (as defined below), pursuant to art. 114-bis of Legislative Decree 58/1998 (the "TUF"), to be implemented through the free assignment of option rights valid for the purchase of treasury ordinary shares in the Company's portfolio (the "Options").
Therefore, Diasorin ordinary shares purchased under the authorization pursuant to art. 2357 of the Italian Civil Code, granted from time to time by the Company's Shareholders' Meeting.
For any further information regarding the 2026 Plan, please refer to the information document prepared pursuant to Article 84-bis of Consob Regulation 11971/1999 (the "Issuers' Regulation") and in accordance with Annex 3A of the Issuers' Regulation made available to the public, together with this Report, in the manner and within the terms of the law.
1. Reasons for the adoption of the 2026 Plan
Purpose of the 2026 Plan, in continuity with the incentive and loyalty plan called "Stock Options Plan 2025 – Diasorin S.p.A." approved by the Company's Shareholders' Meeting on 28 April 2025, is to continue with the policy of retaining and incentivizing the Group's key employees, through their involvement in the corporate structure, and therefore to contribute to the maintenance of their specific skills in the Company through co-participation in the economic results and future development of the Company.
With regard to incentive remuneration based on stock option plans, it should be noted, among other things, that the adoption of share-based remuneration plans is in line with the principles contained in the "Remuneration Policy" adopted by the Company, as described in the "Report on the remuneration policy and compensation paid" prepared pursuant to Article 123-ter of the TUF, available on the Diasorin https://int.diasorin.com/it website (Section "Governance/Shareholders' Meeting/2026").
The proposal relating to the adoption of the 2026 Plan was formulated by the Board of Directors, subject to the favourable opinion of the Remuneration and Nomination Proposals Committee (the "Remuneration Committee").
2. Recipients of the 2026 Plan
As anticipated in the introduction, the 2026 Plan is aimed at key executives who, on the date of assignment of the Options (the "Grant Date"), have an open-ended employment relationship (or in any case a comparable relationship pursuant to the regulations applicable from time to time) with the Company or with the companies (Italian or foreign) directly or indirectly controlled by the same pursuant to art. 93 of the TUF or
emarket
sale storage
CERTIFIED
that qualify as subsidiaries in accordance with the accounting standards applicable from time to time or included in the scope of consolidation (the "Subsidiaries" or "Subsidiaries" and, together with Diasorin, the "Diasorin Group").
On the Grant Date, the Board of Directors of the Company will identify the individual beneficiaries within the aforementioned category (the "Beneficiaries") and the number of Options to be granted to each Beneficiary, taking into account the responsibilities and professional skills of the Beneficiaries, in accordance with the provisions of the remuneration policy in force from time to time.
The Board of Directors may delegate its powers, duties and responsibilities regarding the execution and application of the 2026 Plan to the Chairman of the Board of Directors, the Deputy Chairman and/or the Chief Executive Officer of Diasorin, even severally, it being understood that any decision relating to and/or pertaining to the assignment of the Options to the Beneficiary who is also Chairman and/or Deputy Chairman and/or Chief Executive Officer of Diasorin (as well as any other decision relating to and/or relating to the management and/or implementation of the 2026 Plan with regard to them) will remain the exclusive responsibility of the Board of Directors.
The Remuneration Committee provides advice and proposals in relation to the implementation of the 2026 Plan, pursuant to the Corporate Governance Code approved by the Corporate Governance Committee and the "Remuneration Policy" adopted by the Company.
A condition for participation in the 2026 Plan is the maintenance of the employment relationship with Diasorin or a Subsidiary.
In particular, the 2026 Plan provides that, in the event of termination of the employment relationship before the exercise of the Options due to a bad leaver, all the Options assigned to the Beneficiary will lapse and will be deprived of any effect and validity. The following events are included among the hypotheses of bad leaver :
(i) dismissal of the Beneficiary due to the occurrence of a just cause or: (a) violation by the Beneficiary of legal provisions relating to the employment relationship; (b) the criminal conviction of the Beneficiary for intentional or negligent crime;
(ii) voluntary resignation of the Beneficiary not justified by the occurrence of a hypothesis of (a) termination of the employment relationship caused by physical or mental incapacity (due to illness or accident) of the Beneficiary and/or unfitness for performance; (b) death of the Beneficiary.
In the event of termination of the relationship due to a case of good leaver, the Beneficiary (or in the event of death, his successors in title) will retain the right to exercise the Options granted, in proportion to the duration of the employment relationship following the Grant Date with respect to the period between the Grant Date and the initial exercise dates of the Options. The non-exercisable Options will automatically be extinguished with the consequent release of the Company from any obligation or liability.
Cases of termination of the employment relationship due to:
(i) dismissal without just cause;
(ii) termination of the employment relationship caused by physical or mental incapacity (due to illness or accident) of the Beneficiary and/or unfitness for performance;
10
emarket
sale storage
CERTIFIED
(iii) death of the Beneficiary;
(iv) retirement of the Beneficiary;
(v) loss of the status of Subsidiary by the Beneficiary's employer company.
3. Object and methods of implementation of the 2026 Plan
The 2026 Plan provides for the free assignment, to each of the Beneficiaries, of Options granting the Beneficiary the right to purchase ordinary shares in the Company's portfolio, in the ratio of 1 share for every 1 Option exercised under the terms and conditions set out in the 2026 Plan, at a price to be established by the Board of Directors on the Grant Date in an amount equal to the arithmetic average of the official prices recorded by the ordinary shares Diasorin on the Euronext Milan market organized and managed by Borsa Italiana S.p.A. on the trading days of the period between the Grant Date and the same day of the previous calendar month if the trading day is open, or the trading day following such date (hereinafter the "Exercise Price").
It is proposed to determine the maximum total number of Diasorin ordinary shares, to be assigned to the Beneficiaries for the execution of the 2026 Plan, at no. 600,000 ordinary shares.
As of the date of this Report, the Company holds no. 4,788,381 treasury shares in portfolio, equal to 8,56% of the share capital. The Subsidiaries do not hold Diasorin shares.
The Options granted pursuant to the 2026 Plan will grant the Beneficiaries the right to purchase a maximum of 600,000 ordinary shares, at the Exercise Price, in the ratio of 1 share for every 1 Option assigned and exercised, all under the terms and conditions of the 2026 Plan, as illustrated below.
Unless otherwise resolved by the Board, the Company will make available to the Beneficiary the shares due to the Beneficiary following the exercise of the Options and against payment of the full Exercise Price no later than 10 (ten) working days following the end of the calendar month in which the exercise took place. The shares due to the Beneficiary following the exercise of the Options will have dividend rights equal to that of the Company's ordinary shares at the date of purchase and will therefore have coupons in progress on that date.
The 2026 Plan will not receive any support from the Special Fund for the Incentive of Worker Participation in Companies, referred to in art. 4, paragraph 112, of Law no. 350 of 24 December 2003.
4. Duration of the Plan 2026
The Options assigned to the Beneficiary may be exercised in accordance with the provisions of the 2026 Plan regulations, the adoption of which will be delegated to the Board of Directors, and the related option agreement.
The 2026 Plan provides that (i) the Options may be assigned to the Beneficiaries, identified by the Board of Directors, within a period of three years from the date of approval of the 2026 Plan regulations and (ii) the Options may be exercised during the exercise periods established in the 2026 Plan regulations and/or in the option agreement, it being understood that the Options granted will not be exercisable before the expiry of a term of not less than three years from the Grant Date.
11
emarket
Fair Storage
CERTIFIED
In particular, it is envisaged that the first half of the Options granted will become exercisable starting from three years after the Grant Date, while the remaining half will be exercisable after four years and six months from the aforementioned date.
The above-mentioned postponement of the exercise period is motivated by the need to strengthen the retention mechanism and allow for a tendency to align the 2026 Plan with recommendation no. 28 of the Corporate Governance Code.
Without prejudice to the methods of exercise indicated above, the Beneficiaries have the right to exercise them in advance upon the occurrence of certain events, including:
(i) change of control pursuant to art. 93 of the TUF, even if it does not follow from this the obligation to launch a takeover bid;
(ii) promotion of a public tender or exchange offer on the shares of the Companies pursuant to art. 102 et seq. of the TUF by filing the relevant offer document with Consob; or
(iii) resolution of transactions that may result in the delisting of Diasorin's ordinary shares on a regulated market (by way of example but not limited to, in the case of mergers or demergers, the relevant event is represented by the shareholders' resolution approving the transaction).
The 2026 Plan also provides that the exercise of the Options by the Beneficiaries will be suspended in the period including:
- between the day on which the meeting of the Board of Directors was held which resolved to convene the Shareholders' Meeting called to approve (i) the financial statements and at the same time the proposal for the distribution of dividends or (ii) the proposal for the distribution of extraordinary dividends; e
- the day on which the relevant meeting was actually held (inclusive).
In the event that the Shareholders' Meeting resolves to distribute a dividend, even of an extraordinary nature, the suspension period will in any case expire on the day following that of the ex-dividend date of the relevant coupon.
The Board of Directors reserves the right to suspend, at certain times of the year, the exercise of the Options by the Beneficiaries, or to allow the exercise of the Options if this corresponds to the best execution of the 2026 Plan, in the interest of the Company and the Beneficiaries.
5. Limits on the transfer of Options and Shares
The Options will be granted on a personal basis and may only be exercised by the Beneficiaries. Unless otherwise resolved by the Board, without prejudice to the provisions in the event of interruption of the employment relationship (also with reference to the transfer mortis causa), the Options may not be transferred or negotiated, pledged or other real right by the Beneficiary and/or granted as a guarantee, either by deed inter vivos or in application of legal provisions.
It should be noted that there are no restrictions on the transfer of the Company's ordinary shares purchased following the exercise of the Options.
Dear Shareholders,
In consideration of the above, we invite you to adopt the following resolutions:
12
emarket
Fair Storage
CERTIFIED
"The Ordinary Shareholders' Meeting of Diasorin S.p.A., having seen and approved the Explanatory Report of the Board of Directors,
resolves
(i) to approve, pursuant to and for the purposes of art. 114-bis of Legislative Decree 58/1998, the establishment of a new stock option plan called "Diasorin S.p.A. Stock Option Plan 2026" with the characteristics (including conditions and assumptions of implementation) indicated in the Report of the Board of Directors and in the Information Document prepared pursuant to art. 84-bis of CONSOB resolution 11971/1999 and subsequent amendments (attached to the same Report under letter "A"), giving the Board mandate to adopt the relevant regulation;
(ii) to grant the Board of Directors all powers necessary or appropriate to execute the "2026 Diasorin S.p.A. Stock Option Plan", in particular by way of example but not limited to, all powers to identify the beneficiaries and determine the number of options to be assigned to each of them, to proceed with the assignments to the beneficiaries, as well as to carry out any act, fulfilment, formalities, communication that are necessary or appropriate for the purposes of the management and/or implementation of the plan itself, with the right to delegate their powers, duties and responsibilities regarding the execution and application of the plan to the Chairman, the Deputy Chairman and/or the Chief Executive Officer, even severally, it being understood that any decision relating to and/or relating to the assignment of options to beneficiaries who are also Chairman and/or Deputy Chairman and/or Chief Executive Officer of Diasorin S.p.A. (as well as any other decision relating to and/or pertaining to the management and/or implementation of the plan with regard to them) will remain the exclusive responsibility of the Board"
Saluggia, 20 March 2026
For the Board of Directors
The Chairman
Michele Denegri
13
emarket
with storage
CERTIFIED
Oo
DIASORIN S.P.A.
INFORMATION DOCUMENT ON THE STOCK OPTION COMPENSATION PLAN SUBMITTED FOR APPROVAL TO THE SHAREHOLDERS' MEETING OF DIASORIN S.P.A., PREPARED PURSUANT TO ART. 84-BIS OF REGULATION NO. 11971 APPROVED BY CONSOB WITH RESOLUTION OF 14 MAY 1999 AND SUBSEQUENT AMENDMENTS
Saluggia, 20 March 2026
14
emarket
Fair Storage
CERTIFIED
DEFINITIONS
The following definitions are used throughout this Information Document.
Ordinary Shareholders' Meeting
the Company's ordinary shareholders' meeting convened for 29 April 2026 in a single call, called to resolve (i) on the proposal to adopt the Plan (as the sixth item on the agenda of the same shareholders' meeting); and (ii) the proposal to authorize the purchase and disposal of Diasorin ordinary shares (as the seventh item on the agenda);
Actions
Diasorin ordinary shares, with a nominal value of Euro 1 (one), subject to the Plan and therefore reserved for the Beneficiaries who exercise the Options;
Beneficiary
the Recipient to whom an Option has been assigned;
Remuneration Committee
the Remuneration and Nomination Proposals Committee of the Company, which carries out advisory and propositional functions in relation to the implementation of the Plan, pursuant to the Corporate Governance Code and the Remuneration Policy adopted by the Company, as described in the Report on the Remuneration Policy and Compensation Paid prepared pursuant to Article 123-ter of the TUF, available on the Company's website https://int.diasorin.com/it (Section "Governance/Shareholders' Meeting/2026");
Exercise Communication
the communication with which the Beneficiary exercises the Options granted;
Advice
the Board of Directors pro tempore in office of the Company or its delegates;
Option Contract
the contract by which the Company assigns the Options to the Beneficiary, duly signed by the latter for acceptance;
Check
companies (Italian and foreign) directly or indirectly controlled by the Company pursuant to Article 93 of the TUF or that qualify as subsidiaries in accordance with the accounting standards applicable from time to time or included in the scope of consolidation;
Assignment Date
the date on which the Board resolves to grant the
15
emarket
Fair Storage
CERTIFIED
End Date of Operation
Options to the Beneficiary;
the deadline for exercising the Options identified in the Plan regulations and/or in the Option Agreement;
Initial Exercise Date
the date on which the Options become exercisable identified in the Plan regulations and/or in the Option Agreement;
Recipient
persons who, on the Grant Date, have an open-ended employment relationship with the Company or its Subsidiaries (or in any case a comparable relationship pursuant to the regulations applicable to the Company or its Subsidiaries from time to time);
DIASORIN or Company
DIASORIN S.p.A. with registered office in Saluggia (VC), Via Crescentino snc;
Information Document
this information document prepared pursuant to Article 84-bis of the Issuers' Regulation and consistent, also in the numbering of the relevant paragraphs, with the indications contained in Schedule 7 of Annex 3A of the Issuers' Regulation;
Group
DIASORIN together with its Subsidiaries;
Euronext Milan
the Euronext Milan market, organised and managed by Borsa Italiana S.p.A.;
Option
the right granted to the Recipient to purchase Shares in accordance with the provisions of the Plan; each Option confers the right to purchase one Share;
Plan
the proposal for the adoption of the " 2026 Diasorin S.p.A. Stock Option Plan" approved by the Board of Diasorin on March 20, 2026, and which will be submitted for approval to the Ordinary Shareholders' Meeting pursuant to Article 114-bis of the TUF;
Strike Price
the consideration that the Beneficiary must pay for the exercise of the Options in order to purchase the Shares;
Report
the employment relationship (or in any case a comparable relationship pursuant to the regulations applicable from time to time to the Company or its Subsidiaries) between the Recipient and, as the case may be, the Company or a Subsidiary;
Issuers' Regulation
Consob Regulation 11971/1999 as
16
emarket
sale storage
CERTIFIED
subsequently amended;
TUF
Legislative Decree 58/1998 as subsequently amended
FOREWORD
This Information Document, prepared pursuant to Article 84-bis of the Issuers' Regulation and consistent, also in the numbering of the relevant paragraphs, with the indications contained in Schedule 7 of Annex 3A of the same Issuers' Regulation, concerns the proposal for the adoption of the "2026 Stock Option Plan Diasorin S.p.A." approved by the Board of the Company on March 20, 2026, on the proposal of the Remuneration Committee.
The aforementioned proposal for the adoption of the "2026 Stock Option Plan Diasorin S.p.A." will be submitted for approval to the Ordinary Shareholders' Meeting of the Company called for April 29, 2026 in a single call, as the third item on the agenda of the same Shareholders' Meeting.
As of the date of this Information Document, the proposal to adopt the "2026 Stock Option Plan of Diasorin S.p.A." has not yet been approved by the Ordinary Shareholders' Meeting.
Therefore:
(i) this Information Document has been drawn up exclusively on the basis of the content of the proposal for the adoption of the "Implementation Plan" Stock Options 2026 Diasorin S.p.A." approved by the Board of Directors of the Company on March 20, 2026, on the proposal of the Remuneration Committee;
(ii) any reference to the Plan (as defined above) contained in this Information Document shall be understood as referring to the proposal for the adoption of the "Financing Plan". Stock Options 2026 Diasorin S.p.A.".
This Information Document will be updated, where necessary and within the terms and in the manner prescribed by current legislation, if the proposal to adopt the "2026 Diasorin S.p.A. Stock Option Plan" is approved by the Ordinary Shareholders' Meeting and in accordance with the content of the resolutions adopted by the same Ordinary Shareholders' Meeting and by the bodies competent to implement the Plan.
The Plan is to be considered of "particular importance" pursuant to Article 114-bis, paragraph 3 of the TUF and Article 84-bis, paragraph 2 of the Issuers' Regulation, as it may be addressed to certain Recipients who hold top positions at Diasorin.
- THE RECIPIENTS OF THE PLAN
1.1 The name of the recipients who are members of the board of directors or of the management board of the issuer of financial instruments, of the parent companies of the issuer and of the companies directly or indirectly controlled by it.
Please refer to what is specified in Paragraph 1.2 below.
CERTIFIED
1.2 The categories of employees or collaborators of the issuer of financial instruments and of the parent companies or subsidiaries of such issuer.
The Plan is intended for persons who, on the Grant Date, have an open-ended employment relationship with the Company or its Subsidiaries (or in any case a comparable relationship pursuant to the regulations applicable to the Company or its Subsidiaries from time to time).
In line with the remuneration policy for the year 2026 submitted for approval by the Ordinary Shareholders' Meeting at the same time as this Information Document, persons who qualify as Executives with Strategic Responsibilities, including the CEO/General Manager, the Chef Commercial Officer and the other Executives with Strategic Responsibilities identified by the Board of Directors, may also benefit from the Plan.
It cannot be excluded that the Beneficiaries identified by the Board within the category of Recipients may also hold the position of director in the Company or in the Subsidiaries.
1.3 The name of the persons benefiting from the plan belonging to the following groups:
a) general managers of the issuer of financial instruments;
In line with the remuneration policy for the year 2026 submitted for approval to the Ordinary Shareholders' Meeting at the same time as this Information Document, the CEO/General Manager may also benefit from the Plan.
b) other executives with strategic responsibilities of the issuer of financial instruments that are not "smaller", pursuant to Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, in the event that they received during the year total remuneration (obtained by adding monetary compensation and remuneration based on financial instruments) higher than the highest total remuneration among those attributed to the members of the board of directors, or the management board, and the general managers of the issuer of financial instruments;
In line with the remuneration policy for the year 2026 submitted for approval to the Ordinary Shareholders' Meeting at the same time as this Information Document, the Chief Commercial Officer and the other Executives with Strategic Responsibilities identified by the Board of Directors may also benefit from the Plan.
c) natural persons controlling the issuer of shares, who are employees or who collaborate in the issuer of shares;
Not applicable as there are no natural persons controlling Diasorin.
1.4 Description and numerical indication, separated by categories:
a) managers with strategic responsibilities other than those indicated in letter b) of paragraph 1.3;
Not applicable as at the date of this Information Document, the Plan has not yet been approved by the Ordinary Shareholders' Meeting.
CERTIFIED
b) in the case of "smaller" companies, pursuant to Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, the indication by aggregate of all managers with strategic responsibilities of the issuer of financial instruments;
Not applicable.
c) any other categories of employees or collaborators for whom differentiated characteristics of the plan have been provided (e.g., managers, middle managers, clerical workers, etc.)
Not applicable, as of the date of this Information Document, the Plan has not yet been approved by the Ordinary Shareholders' Meeting.
It should be noted that there are no differentiated characteristics of the Plan with reference to particular categories of Beneficiaries, nor are there any criteria for determining the Exercise Price that differ among the Beneficiaries.
2. THE REASONS FOR THE ADOPTION OF THE PLAN
2.1 The objectives to be achieved through the allocation of plans
The reasons and objectives of the Plan are the creation of value for shareholders and retention of key executives of the Company and its Subsidiaries. Purpose of the Plan, in continuity with the incentive and loyalty plan called "Stock Option Plan 2025 – Diasorin S.p.A." approved by the Company's Shareholders' Meeting on 28 April 2025, is to continue the policy of retaining and incentivizing the Group's key employees, through their involvement in the corporate structure, and therefore to contribute to the maintenance of their specific skills in the Company through co-participation in the economic results and future development of the Company. The beneficiaries of the Plan will be executives and employees of Diasorin and its Subsidiaries identified from time to time by the Board.
With regard to incentive remuneration based on stock option plans, it should be noted, among other things, that the adoption of share-based remuneration plans is in line with the principles contained in the "Remuneration Policy" adopted by the Company, as described in the Report on the remuneration policy and compensation paid prepared pursuant to Article 123-ter of the TUF, available on the Company's website https://int.diasorin.com/it ("Governance/Shareholders' Meeting/2026" section).
2.1.1 Additional Information
The Plan provides that (i) the Options may be assigned to the Beneficiaries, identified by the Board, within a period of three years from the date of approval of the Plan regulations and (ii) the Options may be exercised during the exercise periods established in the Plan regulations and/or in the Option Agreement.
The Options granted will not be exercisable: (i) as regards half of the Options granted, before the expiry of a term of not less than three years from the Grant Date; (ii) as regards the remaining half of the Options granted, before the expiry of a term of not less than four years and six months from the Grant Date.
This period was considered the most suitable for achieving the incentive and loyalty objectives that the Plan pursues. For further information on the exercise of the Options, please refer to Paragraph 4.2 below
19
emarket
sale storage
CERTIFIED
The Plan does not provide for a pre-established relationship between the number of Options assigned to the individual Beneficiary and the total remuneration received by the latter.
2.2 Key variables, including in the form of Performance considered for the purposes of awarding plans based on financial instruments
The assignment of the Options to the Beneficiaries is free of charge and their exercisability is not linked to the achievement of specific performance objectives.
2.2.1 Additional Information
Not applicable. The assignment of the Options is free of charge and their exercisability is not subject to the achievement of performance objectives.
2.3 Elements underlying the determination of the amount of compensation based on financial instruments, or the criteria for its determination
The number of Options to be assigned to each Beneficiary is established from time to time by the Board, taking into account, where appropriate, the number, category, organizational level, responsibilities and professional skills of the Beneficiaries.
2.3.1 Additional Information
The number of Options to be allocated to each Beneficiary will be determined by taking into account the factors set out in Paragraph 2.3 above.
2.4 The reasons behind any decision to assign compensation plans based on financial instruments not issued by the issuer of financial instruments, such as financial instruments issued by subsidiaries or parent companies or companies other than the group to which they belong; in the event that the aforementioned instruments are not traded on regulated markets, information on the criteria used to determine the value attributable to them
Not applicable, as the Plan is based on the grant of Options that confer the right to purchase Shares of the Company.
2.5 Assessments of significant tax and accounting implications that have affected the definition of the plans
There are no significant accounting and tax implications that have affected the definition of the Plan.
2.6 Any support for the plan by the Special Fund for the Incentive of Worker Participation in Enterprises, referred to in Article 4, paragraph 112, of Law No. 350 of 24 December 2003
20
CERTIFIED
The Plan does not receive any support from the Special Fund for the incentive of worker participation in companies, referred to in art. 4, paragraph 112, of Law no. 350 of 24 December 2003.
3. APPROVAL PROCESS AND TIMING OF THE ASSIGNMENT OF OPTIONS
3.1 Scope of the powers and functions delegated by the shareholders' meeting to the board of directors for the purpose of implementing the plan
On 20 March 2026, the Board, and on the proposal of the Remuneration Committee, resolved to submit to the Ordinary Shareholders' Meeting the approval of the Plan for the assignment of a maximum of 600,000 Options to the Beneficiaries of the Plan, valid for the purchase of a maximum of 600,000 Shares.
The Ordinary Shareholders' Meeting will be called upon to resolve, in addition to approving the Plan, also to grant the Board all powers necessary or appropriate to execute the Plan and in particular (by way of example and not limited to) all powers to adopt the Plan regulations, identify the Beneficiaries and determine the number of Options to be assigned to each of them, proceed with the assignments to the Beneficiaries, establish the Exercise Price of the Options as well as carry out any act, fulfilment, formality, communication that is necessary or appropriate for the purposes of the management and/or implementation of the Plan itself, with the right to delegate its powers, tasks and responsibilities regarding the execution and application of the Plan as better specified in Paragraph 3.2 below.
3.2 Indication of the persons in charge of the administration of the plan and their function and competence
The responsibility for the execution of the Plan will lie with the Board, which will be entrusted by the Ordinary Shareholders' Meeting with the management and implementation of the Plan.
The Plan provides that the Board may delegate its powers, duties and responsibilities regarding the execution and application of the Plan to the Chairman of the Board, the Deputy Chairman and/or the Chief Executive Officer, even severally. In this case, any reference contained in the Plan to the Board shall be understood as a reference to the Chairman, the Deputy Chairman or the Chief Executive Officer, it being understood that any decision relating to and/or pertaining to the assignment of the Options to the Beneficiary who is also Chairman and/or Deputy Chairman and/or Chief Executive Officer of Diasorin (as well as any other decision relating to and/or pertaining to the management and/or implementation of the Plan with regard to them) shall remain the exclusive competence of the Council.
The Remuneration Committee provides advice and proposals in relation to the implementation of the Plan, pursuant to the Corporate Governance Code and the Remuneration Policy adopted by the Company.
3.3 Any existing procedures for the revision of the plans, including in relation to any changes in the basic objectives
21
emarket
sale storage
CERTIFIED
The Board will have the right to make any changes or additions to the Plan regulations (once they have been approved), in the most appropriate manner, that it deems useful or necessary for the best pursuit of the purposes of the Plan itself, taking into account the interests of the Beneficiaries.
The exercise of the Options is not subject to the achievement of performance objectives and, consequently, there are no procedures for revising the Plan in relation to any changes to the basic objectives.
Please also refer to Section 4.23 below.
3.4 Description of the methods used to determine the availability and allocation of the financial instruments on which the plans are based
The Plan provides for the assignment to the Beneficiaries of Options valid for the purchase of Shares in the Company's portfolio, in the ratio of 1 Share for every 1 Option exercised. The maximum total number of Shares to be assigned to the Beneficiaries for the execution of the Plan is set at 600,000 Shares.
The Company will make available to the Beneficiary all the Shares due to the Beneficiary following the exercise of the Options no later than 10 (ten) working days following the end of the calendar month in which the exercise took place.
3.5 The role played by each director in determining the characteristics of the aforementioned plans; possible recurrence of situations of conflicts of interest for the directors concerned
The characteristics of the Plan to be submitted for approval to the Ordinary Shareholders' Meeting pursuant to and for the purposes of Article 114-bis of the TUF, were determined collectively by the Board, on the proposal of the Remuneration Committee, which met on 12 March 2026.
It should also be noted that the proposal to adopt the Plan is in line with the "Remuneration Policy" adopted by the Company.
3.6 For the purposes of what is required by art. 84-bis, paragraph 1, the date of the decision taken by the body competent to propose the approval of the plans to the shareholders' meeting and of any proposal by the remuneration committee, if any,
The Board approved the Plan on 20 March 2026, on the proposal of the Remuneration Committee.
3.7 For the purposes of what is required by art. 84-bis, paragraph 5, letter a), the date of the decision taken by the competent body on the assignment of the instruments and of any proposal to the aforementioned body made by any remuneration committee
Not applicable, as of the date of this Information Document, the Plan has not yet been approved by the Ordinary Shareholders' Meeting.
22
emarket
Fair Storage
CERTIFIED
3.8 The market price, recorded on those dates, for the financial instruments on which the plans are based, if traded on regulated markets
Not applicable, as as of the date of this Information Document, the Plan has not yet been approved by the Ordinary Shareholders' Meeting.
3.9 In the case of plans based on financial instruments traded on regulated markets, in what terms and in what manner does the issuer take into account, in identifying the timing of the allocation of the instruments in implementation of the plans, the possible coincidence of time between:
(i) such assignment or any decisions taken in this regard by the Remuneration Committee, and
(ii) the dissemination of any relevant information pursuant to art. 17 of Regulation (EU) no. 596/2014; For example, if that information is:
a. not already public and capable of positively influencing market prices, or
b. already published and likely to negatively influence market prices.
The length of the time frame taken into consideration for the calculation of the Strike Price, indicated in Paragraph 4.19 below, is such as to prevent the allocation from being significantly influenced by the possible disclosure of relevant information pursuant to Article 17 of Regulation (EU) No. 596/2014.
The Plan provides that the exercise of the Options by the Beneficiaries will be suspended in the period including:
- between the day on which the meeting of the Board of Directors was held which resolved to convene the Shareholders' Meeting called to approve (i) the financial statements and at the same time the proposal for the distribution of dividends or (ii) the proposal for the distribution of extraordinary dividends; e
- the day on which the relevant meeting was actually held (inclusive).
In the event that the Shareholders' Meeting resolves to distribute a dividend, even of an extraordinary nature, the suspension period will in any case expire on the day following that of the ex-dividend date of the relevant coupon.
The Board reserves the right to suspend, at certain times of the year, the exercise of the Options by the Beneficiaries or to allow the exercise of the Options if this corresponds to the best execution of the Plan, in the interest of the Company and the Beneficiaries.
- THE CHARACTERISTICS OF THE INSTRUMENTS ALLOCATED
4.1 A description of the forms in which compensation plans based on financial instruments are structured
The Plan provides for the free assignment of Options that allow, under the established conditions, the subsequent purchase of Shares with settlement by physical delivery. It is therefore a question of stock options.
23
emarket
sale storage
CERTIFIED
Each Option granted will confer the right on the Beneficiary to purchase 1 (one) Share, regular dividend rights, against payment to the Company of the Exercise Price.
4.2 An indication of the period of effective implementation of the plan with reference also to any different cycles envisaged
The Plan provides for the assignment to the Beneficiaries of a maximum of 600,000 Options, valid for the purchase of a maximum of 600,000 Shares.
The Plan provides that the Options may be assigned to the Beneficiaries, identified by the Board, within a period of three years from the date of approval of the Plan regulations. The Options will be exercisable during the exercise periods established in the Plan regulations and/or in the individual Option Contract, it being understood that the Options granted will not be exercisable before the expiry of a term of not less than three years from the Grant Date. The Options will therefore be exercisable in the period between the Initial Exercise Date and the Final Exercise Date, as indicated in the individual Option Agreement signed between the Company and the Beneficiary. The exercise of the Options must in any case take place by the Final Exercise Date.
The Plan provides for the Beneficiaries to exercise their Options early upon the occurrence of certain events, including:
- Change of control pursuant to art. 93 of the TUF, even if this does not result in the obligation to launch a takeover bid;
- promotion of a public tender offer on the shares of the Companies pursuant to art. 102 et seq. of the TUF; or
- resolution of transactions that may result in the delisting of Diasorin's ordinary shares on a regulated market.
4.3 The end of the plan
Please refer to what is specified in Paragraph 4.2 above.
4.4 The maximum number of financial instruments, including in the form of options, assigned in each fiscal year in relation to the persons identified by name or to the indicated categories
The Plan provides for the assignment to the Beneficiaries of a maximum of 600,000 Options, valid for the purchase of a maximum of 600,000 Shares.
The Plan does not have a maximum number of Options to be assigned in a fiscal year.
4.5 The methods and clauses for the implementation of the plan, specifying whether the actual allocation of the instruments is subject to the occurrence of conditions or to the achievement of certain results, including Performance; Descriptions of these conditions and results
With regard to the methods and clauses for the implementation of the Plan, please refer to the provisions of the individual points of this Information Document. In particular, as already indicated in Paragraph 2.3 above, the number of Options to be assigned to each
24
emarket
sale storage
CERTIFIED
Beneficiary is established from time to time by the Board, taking into account, where appropriate, the number, category, organisational level, responsibilities and professional skills of the Beneficiaries.
The allocation of financial instruments is not conditional on the achievement of performance results.
4.6 An indication of any restrictions on the availability of the instruments assigned or on the instruments deriving from the exercise of the options, with particular reference to the terms within which the subsequent transfer to the same company or to third parties is permitted or prohibited
The Plan provides that the Options are granted on a personal basis and can only be exercised by the Beneficiaries. The Options may not be transferred (except mortis causa) or negotiated, pledged or other real right by the Beneficiary and/or granted as collateral, either by deed inter vivos or in application of legal provisions.
The Options will become null and void and may not be exercised following an attempted transfer or negotiation, including, but not limited to, any attempted transfer by deed inter vivos or in application of law, pledge or other right in rem, seizure and seizure of the Option.
There are no restrictions on the transfer of the Company's Shares purchased following the exercise of the Options.
4.7 The description of any termination conditions in relation to the allocation of plans in the event that the beneficiaries carry out Hedging which make it possible to neutralize any prohibitions on the sale of the financial instruments granted, including in the form of options, or of the financial instruments resulting from the exercise of such options
Not applicable, as there are no termination conditions in the event that the Beneficiary carries out hedging transactions that allow the prohibition on the sale of the Options granted to be neutralized.
However, please note what is specified in Section 4.6 above regarding the cases of cancellation of Options following their attempted transfer or negotiation.
4.8 The description of the effects determined by the termination of the employment relationship
A condition for participation in the Plan is the maintenance of the Relationship with Diasorin or a Subsidiary.
In particular, the Plan provides that, in the event of termination of the Relationship, before the exercise of the Options, due to a bad leaver, all the Options assigned to the Beneficiary will automatically lapse and will be deprived of any effect and validity, with the consequent release of the Company from any obligation or liability towards the Beneficiary.
25
emarket
The following events are included among the cases of bad leaver : (i) dismissal of the Beneficiary due to the occurrence of a just cause or (a) the violation by the Beneficiary of the legal provisions relating to the Relationship; (b) the criminal conviction of the Beneficiary for intentional or negligent crime; (ii) voluntary resignation of the Beneficiary not justified by the occurrence of one of the following events: (a) withdrawal from the Relationship caused by physical or mental incapacity (due to illness or accident) of the Beneficiary and/or unfitness for the benefit i; (b) death of the Beneficiary.
In the event of termination of the Relationship, prior to the exercise of the Options, due to a hypothesis of good leaver, the Beneficiary shall retain the right to exercise the Options granted in proportion to the duration of the Relationship following the Grant Date with respect to the period between the Grant Date and the Initial Exercise Date. The non-exercisable Options will automatically be extinguished with the consequent release of the Company from any obligation or liability.
The following events are included among the hypotheses of good leaver: (i) dismissal without just cause; (ii) withdrawal from the Relationship caused by physical or mental incapacity (due to illness or accident) of the Beneficiary and/or unfitness for the service; (iii) death of the Beneficiary; (iv) retirement of the Beneficiary; (v) loss of the status of Subsidiary by the Beneficiary's employer company.
The Options that have lapsed for any reason will be available to the Board, which may assign them again, provided that they are within a period of three years from the date of approval of the Plan regulations.
4.9 An indication of any other causes for cancelling plans
The Options will become null and void and may not be exercised in the event of violation of the limits set out in Section 4.6 above.
It should also be noted that, if the Exercise Notice is not received by the Company, within the terms established by the Board and indicated in the relevant Option Agreement, or if the Exercise Price due by the Beneficiary has not been paid to the Company within the established terms, the Beneficiary will definitively forfeit the right to exercise the Options assigned to him and the same will be considered definitively extinguished with release from the commitments undertaken by the of the Company and of the individual Beneficiary.
Except as indicated above, and without prejudice to what is specified in Paragraph 3.3 above, the Plan does not provide for other causes for cancellation.
4.10
The reasons relating to the possible provision of a "redemption", by the company, of the financial instruments covered by the plans, provided for pursuant to articles 2357 et seq. of the Civil Code; the beneficiaries of the redemption, indicating whether it is intended only for particular categories of employees; the effects of the termination of the employment relationship on said redemption
There are no "redemption" clauses by the Company of the Options covered by the Plan and of the Shares resulting from their exercise.
emarket
Fair Storage
CERTIFIED
4.11 Any loans or other facilities that are intended to be granted for the purchase of shares pursuant to art. 2358, paragraph 8 of the Civil Code
Loans or other facilities for the purchase of Shares are not envisaged pursuant to art. 2358, paragraph 8, of the Civil Code.
4.12 An indication of the expected cost to the company at the date of its assignment, as determined on the basis of terms and conditions already defined, for the total amount and in relation to each instrument of the plan
Not applicable, as as of the date of this Information Document, the Plan has not yet been approved by the Ordinary Shareholders' Meeting.
4.13 An indication of any dilutive effects on capital determined by compensation plans
Since the Plan does not provide for the issue of new shares, it does not entail dilutive effects on the Company's share capital.
4.14 Any limits provided for the exercise of voting rights and for the attribution of property rights
The Plan relates to stock options and for the Shares resulting from the exercise of the Options there is no limit for the exercise of voting rights and for the attribution of equity rights.
4.15 In the event that the shares are not traded on regulated markets, any information useful for a complete assessment of the value attributable to them.
Not applicable as the Shares are listed on the Euronext Milan market.
4.16 Number of financial instruments underlying each option
Each Option granted, if exercised under the terms and conditions of the Plan, entitles the holder to purchase one Share.
4.17 Option Expiration
Please refer to what is specified in Paragraph 4.2 above.
4.18 Modalities (American/European), timing (e.g. periods valid for exercise) and exercise clauses (e.g. Knock-in e Knock-out)
The Options will have a "European" exercise mode. For the exercise periods of the Options, please refer to Paragraph 4.2 above.
27
emarket
Fair Storage
CERTIFIED
4.19 The exercise price of the option or the methods and criteria for its determination, with particular regard to: a) the formula for calculating the exercise price in relation to a given market price (so-called "Exercise Price"). fair market value) (e.g. exercise price equal to 90%, 100% or 110% of the market price), and b) the methods of determining the market price used as a reference for determining the strike price (e.g. last price on the day prior to the assignment, average of the day, average of the last 30 days, etc.)
The Exercise Price for each Option will be established by the Board in an amount not lower than the arithmetic average of the official prices recorded on the Euronext Milan market, in the period between the Option Grant Date and the same day of the previous calendar month.
4.20 In the event that the strike price is not equal to the market price determined as set out in point 4.19.b, (fair market value) reasons for that difference
Not applicable.
4.21 Criteria on the basis of which different strike prices are envisaged between various subjects or various categories of recipients
Not applicable, as there are no criteria for determining the Exercise Price that differ between Beneficiaries.
4.22 Where the financial instruments underlying the options are not traded on regulated markets, an indication of the value attributable to the underlying instruments or the criteria for determining that value
Not applicable as the Shares are admitted to trading on the Euronext Milan market.
4.23 Criteria for adjustments made necessary as a result of extraordinary capital transactions and other transactions involving a change in the number of underlying instruments (capital increases, extraordinary dividends, reverse stock split and split of underlying shares, mergers and demergers, conversion transactions into other classes of shares, etc.)
In the case of extraordinary capital transactions and other transactions that may involve a change in the number of underlying instruments, the Board will make the usual adjustments where necessary according to generally accepted methodologies.
4.24 Compensation plans based on financial instruments (table)
Not applicable, as as of the date of this Information Document, the Plan has not yet been approved by the Ordinary Shareholders' Meeting.
28