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Diasorin Remuneration Information 2021

Apr 14, 2021

4129_def-14a_2021-04-14_baadc68d-357b-4f46-9f89-5a0e026baccd.pdf

Remuneration Information

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DIASORIN S.p.A. REPORT ON THE REMUNERATION POLICY AND FEES PAID

2020

(prepared pursuant to art. 123-ter of TUF and art. 84-quater of the Issuers' Regulation)

Dear Shareholders,

as Chairman of the Compensation and Nominating Committee, I am pleased to present DiaSorin's Remuneration Report for financial year 2020.

The guiding principles of DiaSorin's Remuneration Policy have always been:

  • Awareness of the ethical value of DiaSorin business aimed at improving the health of People around the world
  • Inseparable connection between managerial action aimed at generating value for Shareholders and recognition of Management's and employees' merit
  • Clear and transparent definition of the objectives set and measurement of the results achieved through a structured and effective Performance Management system

The Compensation and Nominating Committee has worked and works closely with the Human Resources Department of the DiaSorin Group to turn these guiding principles into concrete action, contributing to constantly strengthening the Culture of Meritocracy -one of the Company's pillar, as shown in the DiaSorin Leadership Model.

In doing so, the Committee has drawn on the development of the Group's strategic plan, deep knowledge of the organization, company policies aimed at the recognition of merit, pay equity, and at consolidating, also through retention, a Senior Management Team who is cohesive and extremely motivated towards excellence, with high performances, both in terms of work team and individual results, against an extremely competitive backdrop.

In particular, 2020 business operations have been affected by the Covid 19 pandemic and the distortion of the related priorities and projects: the initial phase of the pandemic required reorganization, at all levels, by implementing a prevention plan in a very short time, with the aim of protecting the health of all employees, while ensuring the supply of diagnostic tests to hospitals and laboratories, both in Italy and in the rest of the world. The reaction and response of the Group was very fast, thanks to the skills and competences both in the molecular diagnostic and immunodiagnostic fields where our people and organization have been able to deploy all

Chairman of the Compensation and Nominating Committee of DiaSorin S.p.A Giuseppe Alessandria

their human, managerial and organizational potential and resources, addressing risks with great wisdom and managing business opportunities with outstanding results.

This fast performance in terms of design, validation, registration and market launch of new tests aimed at fighting the Sars-Cov-2 virus has been accompanied by concrete desire to tangibly reward the most deserving people, ranging from Strategic Executives to R&D team and the Operations teams in Italy and in the U.S. The Remuneration Committee held 4 meetings in 2020.

In 2020, the Compensation and Nominating Committee worked to ensure a constant alignment of the remuneration and incentive policies of the DiaSorin Group Management and Strategic Executives with the Group's objectives and strategies and with the Shareholders' interests, paying great attention to comply with the guidelines of the Corporate Governance Code and operating in line with the best market practices. Therefore, it has been constantly verified that the DiaSorin Group's Remuneration infrastructure, consisting of Fixed Remuneration (RAL), Short-term Variable Remuneration (MbO) and Long-Term Variable Remuneration (LTI-Long Term Incentive), where the Stock Option system plays a central role and serves as an excellent tool for the retention and acquisition of new Managers, be aligned with the strategic plan and with sustainability, innovation and motivation objectives.

To this end, at the beginning of 2020, the Compensation Committee outlined the need to carry out a new remuneration benchmarking for the CEO and Strategic Executives, also in order to properly define and implement the Company's Remuneration Policy.

The Human Resources Department therefore launched a remuneration benchmarking in the summer of 2020, involving a leading consultancy firm. The analysis covered a period of approximately six months with the necessary in-depth studies and keeping the Chairman of the Compensation Committee constantly informed. The Human Resources Department of the DiaSorin Group then presented the remuneration benchmarking to the Group's top management in December 2020; the analysis led to the first proposals to adjust the structure of the CEO and CCO variable remuneration (MbO).

On 10 December, the Human Resources Department presented the benchmark results to the Compensation Committee; at the same meeting of the Compensation Committee, the proposal to revise the MbO structure of the two Strategic Executives was examined and approved, since the proposal was deemed appropriate and sustainable. The 2020 Remuneration Report has been developed with partially renewed formats and contents to provide adequate information and make all the Shareholders fully aware of the definition and implementation of DiaSorin's Remuneration Policy and taking into account a critical analysis of the votes cast by the minority shareholders in the 2020 Shareholders' Meeting on Section I and on Section II of the 2019 Remuneration Report.

On my own behalf and on behalf of the Compensation and Nominating Committee, I hope that those who read this document may consider the Remuneration Report a tangible expression of the company's commitment to excellence, also through clear and transparent communication about the guiding principles, reasons and actions aimed at defining and implementing an authentic and sustainable Culture of Meritocracy in DiaSorin.

Chairman of the Compensation and Nominating Committee of DiaSorin S.p.A

Contents

GLOSSARY 6
INTRODUCTION 7
SECTION I 9
Executive Summary - 2020 Remuneration Policy 11
Remuneration Policy of the Issuer and relevant procedures
Corporate bodies or parties involved in the drafting, approval and review, if any, of the Remuneration Policy,
specifying their respective roles, and corporate bodies or parties responsible for the proper implementation of the policy
12
14
Remuneration of the members of the Board of Directors 16
Remuneration of the members of control bodies 17
Remuneration of General Managers and other Executives with Strategic Responsibilities
Benchmarking against the Reference Market for the Remuneration of the General Manager,
the Chief Executive Officer and Director with Executive Duties
17
19
Procedure to Manage the Variable Portion of the annual Remuneration of the General Manager and Strategic Executives 20
Fringe benefits 20
Severance indemnity 20
Elements of the remuneration policy that can be waived in exceptional circumstances 21
SECTION II 23
PART ONE
Items that make up remuneration 25
PART TWO
Analytical representation of fees paid in the year 28
Fees paid to the members of the Board of Directors 28
Fees paid to the members of the Board of Statutory Auditors 30
Fees paid to General Managers and Executives with Strategic Responsibilities 30
PART THREE
Information about awards of financial instruments to directors, executives and other employees of
DIASORIN S.p.A. and its subsidiaries
32
DiaSorin S.p.A. 2016 Stock Option Plan 32
DiaSorin S.p.A. 2017 Stock Option Plan 34
DiaSorin S.p.A. 2018 Stock Option Plan 35
DiaSorin S.p.A. 2019 Stock Option Plan 36
DiaSorin S.p.A. 2020 Stock Option Plan 37
PART FOUR
Interests held by members of the Board of Directors, the Board of Statutory Auditors

Interests held by members of the Board of Directors, the Board of Statutory Auditors and Executives with Strategic Responsibilities 41

This Report on the remuneration policy and fees paid (the "Remuneration Report" or the "Report") has been prepared pursuant to art. 123-ter of TUF as last amended by Legislative Decree 49/2019 ("Legislative Decree 49/2019"), implementing Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 (the so-called Shareholders' Right Directive II), which amends EC Directive 2007/36 on the exercise of certain rights of shareholders in listed companies as regards the encouragement of long-term shareholder engagement (hereinafter, the consolidated text of EC Directive 2007/36 / EC, the "Directive" or "SHRD") - and art. 84-quater of the Issuers 'Regulations and was drawn up in compliance with Annex 3A, Scheme 7-bis and Scheme 7-ter of the Issuers' Regulations, as last amended. The Remuneration Report is divided into the following sections:

It illustrates the policy of DiaSorin S.p.A. (the "Company", the "Issuer" or "DiaSorin") regarding the remuneration of Directors, Executives with Strategic Responsibilities and, without prejudice to art. 2402 of the Italian Civil Code, of the members of the Company's Board of Statutory Auditors, on an annual basis (the "Remuneration Policy") and the procedures used for the adoption, review and implementation of this policy, including measures to avoid or manage any conflicts of interest;

CORPORATE GOVERNANCE CODE: the Corporate Governance Code of listed companies approved in January 2020 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., available at www.borsaitaliana.it.

CIVIL CODE: the Italian Civil Code.

COMPENSATION COMMITTEE OR COMMITTEE: the Compensation and Nominating Committee.

BOARD OR BOARD OF DIRECTORS: the Issuer's Board of Directors.

LEGISLATIVE DECREE 49/2019 OR DECREE: the Legislative Decree n. 49 of 10 May 2019, published in the Official Journal no. 134 of 10 June 2019, implementing SHRD II.

DIASORIN, ISSUER OR COMPANY: the company, issuer of the shares, to which the Report refers.

EXECUTIVES WITH STRATEGIC RESPONSIBILITIES OR STRA-TEGIC EXECUTIVES: the persons identified by the Board of Directors who, pursuant to Annex to the Related-Party Regulations, have the power and responsibility, directly or indirectly, for planning, directing and controlling the activities of the Company.

REPORTING YEAR: 2020 year to which this Remuneration Report refers, as defined below.

GROUP: The DiaSorin Group.

2016 PLAN: the "DiaSorin S.p.A. 2016 Stock Options Plan", approved by the ordinary Shareholders' Meeting of the Company on 28 April 2016.

2017 PLAN: the "DiaSorin S.p.A. 2017 Stock Options Plan", approved by the ordinary Shareholders' Meeting of the Company on 27 April 2017.

2018 PLAN: the "DiaSorin S.p.A. 2018 Stock Options Plan", approved by the ordinary Shareholders' Meeting of the Company on 23 April 2018.

2019 PLAN: the "DiaSorin S.p.A. 2019 Stock Options Plan", approved by the ordinary Shareholders' Meeting of the Company on 24 April 2019.

2020 PLAN: the "DiaSorin S.p.A. 2020 Stock Option Plan", approved by the ordinary Shareholders' Meeting of the Company on 10 June 2020.

LTI PLAN: the four-year incentive plan for seven key executives of the DiaSorin Group, including the Strategic Executives, envisaging a stock option plan used for retention (2018 Plan) and a cash bonus.

REMUNERATION POLICY: DiaSorin's remuneration policy for Directors, Executives with Strategic Responsibilities and members of the Board of Statutory Auditors, as provided in Section I of the Remuneration Report.

STOCK EXCHANGE REGULATIONS: the Market Regulations organized and managed by Borsa Italiana S.p.A.

ISSUERS' REGULATIONS: the Regulations issued by Consob with resolution no. 11971 of 14 May 1999, as later amended.

RELATED PARTIES REGULATIONS: the Regulations issued by Consob with resolution no. 17221 of March 12, 2010 on related-party transactions, as amended.

REMUNERATION REPORT OR REPORT: the Report on the Remuneration policy and fees paid that companies are required to prepare pursuant to Article 123-ter of TUF.

SHRD OR DIRECTIVE: the text of Directive 2007/36/EC relating to the exercise of certain rights of shareholders in listed companies, the so-called Shareholders' Right Directive, as amended and integrated by SHRD II.

SHRD II: the Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017, which modifies the SHRD as regards the encouragement of long-term shareholder engagement, the so-called Shareholders' Right Directive II.

SUSTAINABLE DEVELOPMENT OR SUSTAINABILITY: acronym for ESG (Environment, Social, Governance). Environment: concerns the protection of the environment, which includes risks such as climate change, CO2 emissions, air and water pollution, deforestation; Social: refers to focus on a wider audience of stakeholders and includes diversity and inclusion policies, training, human rights, labor standards and relations with civil society; Governance: concerns corporate governance practices, including remuneration policies of the Board of Directors and Control Bodies, General Manager and Strategic Executives, composition of the Board of Directors, control procedures, top management's and company's behaviors in terms of compliance with laws and ethics. Further details are provided in the "Consolidated Non-Financial Statement pursuant to Legislative Decree 254/2016" published by the Company.

TUF: the Legislative Decree of 24 February 1998, n. 58 (Consolidated Finance Act), as subsequently amended.

GLOSSARY

Section II, with regard to the remuneration of Company Directors and Statutory Auditors and, in aggregate form, to the remuneration of DiaSorin Executives with Strategic Responsibilities:

provides an adequate, clear and understandable representation of each of the items that make up the remuneration, including benefits in the event of termination of office or termination of employment, 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;

illustrates in detail the remuneration paid in the reporting year for whatever reason and in whatever form by the Company and its subsidiaries or associates, highlighting components of such remuneration that relate to work carried out in previous years and showing also compensation to be paid in one or several subsequent years for activities carried out in the year, indicating where appropriate an estimate for components that may not be quantified in the year to which the report refers.

Section II also contains information on the equity investments held, in DiaSorin and its subsidiaries, by members of corporate boards and other Executives with Strategic Responsibilities, as well as their spouses who are not legally separated and their underage children, whether such shareholdings are held directly or indirectly through subsidiaries, trusts or agents, in compliance with article 84-quater of the Issuers' Regulations.

SECTION I

SECTION II

INTRODUCTION

I SECTION

SECTION I

Executive Summary - 2020 Remuneration Policy

COMPONENT PURPOSE AND FEATURES IMPLEMENTATION
Fixed compensation
(RAL, gross annual salary)
Enhances the Leadership,
managerial, professional and
technical skills required by the
role
Short-term variable
remuneration (MBO)
Encourages the achievement of
strategic and financial objectives
as well as the adoption of
behaviors consistent with the
corporate leadership model
KPI:

Group EBIT
remuneration
Claw back clause
Long-term variable
remuneration
(LTI: Stock options and Cash
Bonus)
Promotes the sustainability of
value creation in the medium to
long term period for Shareholders
and Stakeholders by fostering
the engagement and sense of
belonging of key resources
practices
Fringe benefits Integral part of the remuneration
package and, by their nature,
mainly involve healthcare and
pensions
regulations.

Company car
Indemnity Severance indemnity aimed
at protecting interests of the
company and of the executive
with strategic responsibility
of 24 or 36 months.

Assessment of the compensation profile
on the basis of performance, experience,
level of responsibility, internal
consistency with respect to the evolution
of the organization, and market
benchmarks carried out with the support
of specialized consultancy company
Assignment of individual objectives
linked to the Group Performance
Management Process (P.M.P. Lead).
KPI:

Group EBIT
CEO, CCO and Strategic Executives:

Target: 50% of the fixed
remuneration

Payout range: 0% -130% of the Target
Claw back clause
CEO, CCO and Strategic Executives:
2018 Stock Option Plan: number of
options granted in accordance with the
role held and on the basis of market
practices
Cash Bonus: based on performance
indicator (Group Ebit 2019-2022)

Total target value: 7 million euros

Payout range: 0% -130% of the Target
Determined in compliance with the
provisions of collective bargaining
contracts and national and company
regulations.
CEO, CCO and Strategic Executives:

Supplementary health insurance

Supplementary pension fund

Company car
Provide for pre-established severance
indemnities in favor of some Executives
with Strategic Responsibilities.
The criterion for determining the
indemnity was defined by the Board,
on the proposal of the Remuneration
Committee, and can vary in the amount
of 24 or 36 months.

The Issuer's Remuneration Policy and related procedures.

DiaSorin's Remuneration Policy illustrated in this Report is implemented with the support of the Compensation Committee and is based on the principles of meritocracy and fairness.

Consistently with the Group strategic vision, this Policy consists of tools and behaviors applied to the entire corporate employees and confirms the principle through which the growth of the Company is strictly connected to the growth of the individuals who work in DiaSorin. The Policy is also functional to the pursuit of social sustainable development.

In 2020, DiaSorin Sustainability focused on investing in people training.

In 2020, the Group was provided with around 150,000 training hours (approximately + 100% compared to the 77,896 hours provided in 2019)

Constant dialogue is promoted between managers and employees about the contribution made to the company's growth and the behaviors to achieve the assigned objectives. This approach, which is structured globally for all employees through the annual Performance Management process, makes it possible to define individual development plans characterized by qualified, fair and inclusive training that may represent an opportunity to enhance talent of each employee. The Group remuneration policy, which based on the recognition of merit, follows the individual professional development and aims at recognizing the individual contribution to company results.

Against this backdrop of strong transformation and technological innovation in which the acquisition and development of talents represent a critical success factor for the implementation of a long-term strategy, the DiaSorin Group has been committed to implementing a Human Resources strategy aimed at increasing in a distinctive and significant way:

Promoting loyalty of those who hold "key" positions in the Group and enhancing the mix of skills, sensitivity, business acumen, experience to achieve common and shared objectives.

Maintaining and cultivating belongingness according to the corporate strategy, through a strong identification in the Company mission as "the Diagnostic Specialist".

Safeguarding the Company's competitiveness on the labor market to enrich the company with new skills and invest in the development of resources, not only for shortterm business purposes, but also with Sustainability objectives as well as longterm growth.

Periodically, the Group's Remuneration Policy is benchmarked against the outside market, using comparative analysis. In particular, with the support of the consultancy firm Mercer, an independent expert, remuneration of Strategic Executives has been benchmarked against the reference Italian and European market. Further details are provided in Section I, pag. 19, below.

DiaSorin's current Remuneration Policy is structured by category. Specifically, a different remuneration policy is used for members of the Board of Directors and Strategic Executives and for the members of the Board of Statutory Auditors.

DiaSorin adopts a Remuneration Policy for Strategic Executives - remuneration consisting of a fixed component and a variable component - which provides incentives linked to corporate profitability and Management retention, also through any specific corporate incentive plans which provide the assignment of Stock options and/or other Long-Term Incentive plans.

The Company's Remuneration Policy - and, in particular, the policy on variable components of the Strategic Executives' remuneration - contributes to the corporate strategy and the pursuit of long-term interests and to the Company sustainability.

The contribution to corporate strategy is provided through:

  • I. pursuit of a loyalty and incentive policy for key Group employees who are recipients of Stock options and/or other Long -Term Incentive plans, through their involvement in the company structure and maintaining their specific skills by sharing the Company's economic results and future development;
  • II. a greater and more conscious involvement of the Shareholders who, in addition to the resolutions already within their competence regarding the remuneration1 , are now called upon to cast their binding vote on the Remuneration Policy, as described in Section I of this Report, which defines each of the items that make up the remuneration of Directors and other Executives with Strategic Responsibilities and which has therefore a different and broader content than the resolutions mentioned above.

The Remuneration Policy remains valid for one year.

The Remuneration Policy of all Group employees, including Strategic Executives, is based on values and behaviors that qualify the corporate culture, represented by the DiaSorin Leadership model: therefore, the Remuneration Policy of

Strategic Executives has been developed consistently with that of other Group employees, even though they are different (due to different strategic responsibilities according to the role held and to the fact that unattainability of the work performance achieved and expected by Strategic Executives makes them not comparable with the work performance of other employees) .

In accordance with the provisions of the Related-Party Regulations, as implemented in the DiaSorin Procedure for Related-Party Transactions2, the approval of the Remuneration Policy by the Shareholders' Meeting exempts the Company from applying the aforementioned procedure in the resolutions of the Board of Directors regarding the remuneration of Directors and other Executives with Strategic Responsibilities.

The above provided that:

  • I. the company has adopted a remuneration policy approved by the Shareholders' Meeting;
  • II. the drafting of the remuneration policy involved a committee exclusively composed of non-executive directors, the majority of whom are independent;
  • III. the remuneration has been identified in accordance with said policy and quantified on the basis of criteria that do not involve discretionary assessments.

It should be noted that the Remuneration Policy, compared to the Remuneration Policy approved by DiaSorin Shareholders' Meeting on 10 June 2020, has been amended in order to incorporate the adjustments made by Consob to the Issuers' Regulations (see Article 84-quater and Annex 3A, Scheme 7-bis) in implementation of the SHRD with Resolution no. 21623 of 10 December 2020.

Furthermore, as already anticipated in the "Letter from the Chairman", the 2020 Remuneration Report has been developed with partially renewed formats and contents to provide adequate information and make all the Shareholders fully aware of the definition and implementation of DiaSorin's Remuneration Policy and taking into account a critical analysis of the votes cast by the minority shareholders in the 2020 Shareholders' Meeting on Section I and on Section II of the 2019 Remuneration Report.

The above constitutes the reference framework in which the Remuneration Policy is implemented. The Policy is expressed consistently with the organizational culture of DiaSorin through tools and methods that are clear, fair and easy to communicate.

1 It is referred to resolutions as per Art. 2364 co. 1 n. 3) of the Civil Code concerning the remuneration of Directors and Statutory Auditors, as per Art. 2389 of the Civil Code "Remuneration of Directors" and par Art. 2402 of the Civil Code concerning the annual remuneration of Statutory Auditors.

Corporate bodies or parties involved in the drafting, approval and review, if any, of the Remuneration Policy, specifying their respective roles, and corporate bodies or parties responsible for the proper implementation of the policy

The main parties and corporate bodies involved in the drafting, approval and review of the Remuneration Policy are:

BOARD OF DIRECTORS

The Board of Directors:

  • appoints among its members a Compensation Committee;
  • defines the Remuneration Policy upon proposal of the Compensation Committee, oversees its implementation, as well as any reviews, and approves the Report on Remuneration5;
  • consistently with the Remuneration Policy, it determines the remuneration of Directors who perform special tasks, after receiving the opinion of the Board of Statutory Auditors and upon proposal of the Compensation Committee, within the total amount resolved by the Meeting pursuant to article 2389, comma 3, of the Italian Civil Code;
  • prepares any remuneration plans based on stock option plans and other financial instruments for directors, employees and associates, including Executives with Strategic Responsibilities, submits them to the approval of the Shareholders' Meeting pursuant to article 114-bis, TUF, and oversees their implementation.

COMPENSATION COMMITTEE

The Issuer's Board of Directors, consistent with the provision of the Stock Exchange Regulations and the Corporate Governance Code, established an internal Compensation Committee.

As of April 24, 2019, following the renewal of the corporate bodies, the functions of the Compensation Committee and the Nominating Committee have been merged into a single committee, through the "Compensation and Nominating Committee" (the "Compensation Committee "or the "Committee").

  • The Committee, made up of non-executive Directors, the majority of whom are independent, with the Chairman chosen from among the independent ones has the task in the matter of Remuneration Policy of:
  • submitting to the Board of Directors proposals concerning the remuneration of the Chief Executive Officer and all other Directors who perform special tasks, monitoring the proper implementation of approved resolutions;
  • submitting to the Board of Directors or the Chief Executive

Officer general recommendations concerning the compensation of Executives with Strategic Responsibilities of the DiaSorin Group, taking into account the information and instructions provided by the Chief Executive Officer and assessing, on a regular basis, the criteria adopted to determine the compensation of the abovementioned Executives.

The Committee is assigned tasks in relation to the possible definition of stock option plans or other Long Term Incentive plans, subsequently approved by the Issuer's competent bodies.

The Compensation Committee submits to the Board of Directors (or to the Chief Executive Officer) proposals on the remuneration of Executive Directors and other Directors who perform special tasks and Executives with Strategic Responsibilities. Proposals include setting performance objectives related to the variable component of such remuneration verifying, in particular, the actual achievement of performance objectives;

The Compensation Committee supports the Board in developing the Remuneration Policy and periodically assesses the adequacy, overall consistency and application of the Remuneration Policy for Executive Directors and other Directors who perform special tasks and Executives with Strategic Responsibilities. Lastly, the Committee exercises the functions indicated in the subsequent paragraphs of this Report.

MEMBERS OF THE N0. 4
COMMITTEE AND ROLE MEETINGS HELD
Giuseppe Alessandria 1 hour
Chairman average length of each meeting
Michele Denegri Elisa Corghi 100%
Member Member percentage of attendance

The Compensation Committee in office from April 24, 2019 is composed of the following Directors: Giuseppe Alessandria (Independent Director) who serves as Chairman, Elisa Corghi (Independent Director) and Michele Denegri (non-executive Director). 6

Mr. Giuseppe Alessandria has a long and strong professional experience in the field of personnel management, as well as an in-depth knowledge of business organizations in different sectors. Ms. Elisa Corghi has extensive experience in the field of remuneration policies due to her presence in remuneration committees of other listed companies. Mr. Michele Denegri, in addition to his experience in general management and

SHAREHOLDERS' MEETING

With regard to remuneration, the Shareholders' Meeting:

  • determines the overall compensation of the members of the Board of Directors3 ;
  • expresses (i) a binding vote on Section I of the Report with the frequency required by the Remuneration Policy (i.e. on annual basis) and in any case of amendments to the policy4 changes and (ii) a non-binding vote on Section II of the Report, annually.

Temporary deviation from the Remuneration Policy approved by the Shareholders' Meeting is allowed only in exceptional circumstances, i.e. when the exception to the Remuneration Policy is necessary for the pursuit of the long-term interests and the Company sustainability, as a whole, or to ensure its ability to be on the market. On this point, please refer to the following paragraph "Elements of the policy that can be waived in exceptional circumstances" of this Section I.

If the Shareholders 'Meeting does not approve the Remuneration Policy, the Company will be required to pay the remuneration in accordance with the most recent Remuneration Policy approved by the Shareholders' Meeting or, failing that, in accordance with current practices. On the occasion of the next Shareholders 'Meeting to approve the financial statements, the Company will have to submit a new Remuneration Policy to the Shareholders' vote.

5 Pursuant to Art. 123-ter of TUF and Art 84-quater of the Issuers' Regulations.

6 Further details on the composition and functioning of the Committee are provided in the "Report on Corporate Governance and ownership structure" prepared pursuant to Art.123-bis of TUF and annually published on the company's website www.diasoringroup.com in the Section "Governance/Governance documents".

3 Pursuant to Articles 2364, co. 1, n. 3) and 2389, co. 3, of the Civil Code and Article 16 of the Bylaws.

4 It is understood that Shareholders are required to vote on amendments to the Remuneration Policy that are not purely formal or editorial changes.

finance, has a deep knowledge of the Company, its organization and of the business in which it operates.

In order to avoid or manage potential conflicts of interest, the Strategic Executives who are also members of the Board of Directors (and, in particular, Mr. Rosa and Mr. Even) abstain from voting on resolutions concerning their remuneration.

As anticipated above, the competence for the implementation of the Remuneration Policy rests with the Board of Directors, with the power to delegate the Chairman of the Board of Directors or the Company Chief Executive Officer currently in office, subject to the involvement of the Remuneration Committee -in the cases provided by the policy itself - and the Lead Independent Director in the executive acts.

GROUP'S HUMAN RESOURCES DEPARTMENT

In line with the guiding principles of DiaSorin's Remuneration Policy, the Group's Human Resources Department has always been working closely with the Compensation and Nominating Committee in order to turn the guiding principles into concrete action, contributing to constantly strengthen the Culture of Meritocracy -the founding element of the Company- as represented in the DiaSorin Leadership Model.

In particular, in conjunction with the company departments concerned and in compliance with the company's organizational evolution, the Human Resources Department is responsible for:

  • proposing updates to the Remuneration Policy and associated instruments, verifying their impact and safeguarding the governance;
  • ensuring the implementation of a structured and effective Performance Management system and the consequent connection to remuneration actions aimed at recognizing the merit of the Management and of each employee;
  • working with the Compensation Committee in the development of indicators, benchmarking analyzes useful for evaluating key roles and for estimating remuneration components in line with market best practices;
  • supporting the Management in the application of the Remuneration Policies at Group level, monitoring their consistency;
  • attracting talents from the market by enhancing their skills against the reference market;
  • contributing to a fair vision of the Group's entire workforce, with the aim of promoting and managing organic and harmonious Personnel Policies in relation to the different professional levels of the company.

Remuneration of the members of the Board of Directors

Pursuant to Article 16 of the Bylaws, Directors are entitled to be reimbursed for expenses incurred in connection with their office. In addition, they are provided with an annual remuneration approved by the Ordinary Shareholders' Meeting that elects them.

The Shareholders' Meeting may set a total amount as remuneration for all of the Directors, except for those who have been delegated to perform operational functions, whose remuneration is determined by the Board of Directors with the input of the Board of Statutory Auditors. Alternatively, the Shareholders' Meeting may exercise its right to set a total amount as remuneration for all of the Directors, including those entrusted with special tasks.

The fee awarded by the Shareholders' Meeting to the Board of Directors for its term of office as a cumulative amount is allocated by the Board of Directors, based on the input of the relevant internal consultative bodies, taking into accounts the functions performed, the posts held and covers only the fixed compensation component for the different posts held during the term of office. These amounts do not apply to any special tasks assigned pursuant to Article 2389, Section 2, of the Italian Civil Code.

The Deputy Chairman receives a specific compensation based on the position held, determined also on the basis of comparative analyses concerning the corresponding remuneration envisaged by other issuers.

Independent Directors who serve as Chairman or member of the Compensation Committee, the Control, Risks and Sustainability Committee and Related-Party Committee receive a further ad hoc compensation in addition to the Director remuneration.

Remuneration of the members of control bodies

Pursuant to art. 2402 of the Italian Civil Code, the remuneration of the members of the Board of Statutory Auditors is determined by the Shareholders' Meeting at the time of appointment for the entire duration of their office on a fixed annual basis. The Statutory Auditors are also entitled to reimbursement of expenses incurred in the course of their duties.

Compensation of General Managers and other Executives with Strategic Responsibilities.

The Remuneration Policy of Strategic Executives – including the General Manager- develops the "pay for performance" principle and it is aimed at achieving an optimum convergence of the value received by Strategic Executives and the market value with the interests of the Company and its Shareholders. This policy is based on an in-depth assessment performed by the Compensation Committee, based on a constant benchmarking analysis aimed at: (i) compare the remuneration of other listed companies in qualified pools; (ii) compare the pay mix with Market practices in order to assess the balance between fixed remuneration and the short- and long-term variable components.

In carrying out the aforementioned activity, with the support of the consultancy firm Mercer, an independent expert, the remuneration of Strategic Executives in 2020 was benchmarked against the reference Italian and European market.

The compensation benchmarking was carried out against a peer group of companies selected on the basis of the business model comparable to that of DiaSorin, the shareholding structure, the level of internationalization that may potentially represent both a reference market for Executives Strategic and a pool providing the same talents. For more details on benchmarking and the resulting compensation reviews, see page 19, below.

  • The gross annual remuneration of Strategic Executives includes a fixed portion, which is based on the post held, the level of personal competencies and the assigned responsibilities and subject to reviews in order to properly implement any adjustments due to changes in responsibilities or mandates, at Group level, and an important variable portion (Variable Incentive or Target Bonus) tied to operating performance, which is a key objective in terms of the value creation task assigned to Strategic Executives.
  • The proportion between the variable component (excluding the fair value of equity compensation) and the gross annual remuneration, net of any increases required by law, is equal to 50% for 2020.
  • The Target Bonus representing the short-term variable portion (MBO) of the annual compensation is paid in a lump sum, usually in March, after the Board of Directors has approved the actual operating results for the previous year, as certified and approved by the relevant corporate and auditing functions. Since 2019, following a market analysis concerning Long Term Incentive systems, a 2019-2022 plan ("LTI Plan") has been implemented in favor of seven key executives, including the Strategic Executives. The LTI Plan has been adopted, consistently with the guiding principles of the Company's Remuneration Policy (as described in this Section of the Report) defining incentive plans for the DiaSorin Group's key

There is no variable bonus system or stock option plan for Directors.

Moreover, when a Director is also a Company executive, Dia-Sorin will pay no fee for serving on the Board of Directors and such post will be granted and accepted without compensation.

executives, for retention purposes, as well as rewarding the achievement of important medium/long-term business targets in accordance with the DiaSorin Group growth strategy. The LTI Plan envisages a stock option plan used for retention (the 2018 Plan, as described in Section II, Third Part of the Report) and a target cash bonus (totaling Euro 7.000.000,00 gross) tied to the achievement of a specific objective, which is determined as the sum of the Group's EBIT for the years 2019-2020-2021-2022 in relation to the sum of the Group's target EBIT for each of said years.

In line with the Company Remuneration Policy concerning Managers' variable compensation, which aims at rewarding the achievement of strategic and financial objectives along with the adoption of behaviors consistently with the company Leadership Model, the cash bonus may vary based on the level of achievement of the target objective, up to a maximum of + 30% and with a minimum access threshold set at 95% of the target objective. If at least 95% of the target objective is met, the Target Bonus is cut in half; below 95% of the target objective, the target bonus shall not be paid out and between 95% and 100% the target bonus shall be adjusted proportionally. Between 100% and 115% the target bonus is increased by twice the percentage corresponding to the growth in the target objective. The ratio between the result achieved and the cash bonus is summarized below:

THRESHOLD TARGET STRETCH
Achieved
result
95% 100% 115%
Payout 50% 100% 130%

Upon achieving the target objective, the cash bonus shall be paid to each beneficiary by the end of April 2023, following the approval of the 2022 consolidated financial statements by the Company Board of Directors. The LTI Plan is governed by a specific regulation, which provides, among others, conditions for the loss of beneficiary status, similar to those of the stock option plans regulations, in cases of termination of employment relationship, which could lead to the loss of the right to the payment of the cash bonus or to receive a pro-rated target bonus. Anything not expressly governed by the Regulation (e.g. claw-back mechanisms) is left to the joint assessment of the Chairman of the Board of Directors and the Chairman of the Company's Remuneration Committee.

Strategic Executives (to whom the 2018 Plan is specifically intended) along with the Group's key employees are beneficiaries of the Company's stock option plans, which are designed

to retain these Executives and key employees and reward them according to the increase in the Company's value (in terms of value of DiaSorin stock price on the market), defining a vesting period for the options granted.

The 2016, 2017, 2018, 2019 and 2020 Stock Option Plans are currently in force. The Plans do not contain provisions for the retention in portfolio of financial instruments after their acquisition; exercise of options does not require the attainment of performance targets and therefore, no procedure is envisaged for the review of the plans in relation to possible changes in the basic target.7

The principles steering the remuneration policy for the Strategic Executives apply both to the Company and, if necessary, to similar key figures of major companies belonging to DiaSorin Group.

Benchmarking against the reference market for the remuneration of the General Manager and other Strategic Executives

In addition to the abovementioned principles of fairness and meritocracy, DiaSorin uses compensation benchmarking with the aim of verifying the standing of its Strategic Executives, including the General Manager.

In particular, with the support of the consultancy firm Mercer, an independent expert, remuneration of Strategic

Executives was benchmarked against the reference Italian and European market.

Following the benchmarking, the remuneration package of the General Manager resulted to be below the market median with reference to two panels; in particular, the short and medium-long term variable remuneration was lower than the European panel. For this reason, the short-term variable remuneration was increased to align the pay mix with market practices.

The chart above provides the General Manager pay mix in 2020 and 2021 computed considering the hypothesis of annual results achieved at target level.

As regards the other Executives with strategic responsibilities, the overall remuneration resulted to be in the upper end of the market and the pay mix is, on the whole, consistent with the role held and with market practices. In any case, the variable remuneration of the Chief Commercial Officer has been increased on the basis of the strategic role contribution.

7 For details see Section II Part III of the Report, and Information Documents Published on the Company website www.diasoringroup.com in the Section "Governance/ Shareholders/Stock Option Plans".

Procedure to Manage the Variable Portion of the Annual Remuneration of the General Manager and Strategic Executives

The objective parameter used to determine the variable portion of the remuneration (Target Bonus) of the General Manager and the Chief Commercial Officer, who serve also as Directors, as well as of the other Strategic Executives, was the EBIT amount in the budget approved by the Board of Directors.

The amount of the variable bonus for achieving 100% of budgeted EBIT is equal to 50% of the fixed portion of the annual compensation for 2020. This proportion, as already highlighted, was raised to 70% for the General Manager and the Chief Commercial Officer starting from 1 January 2021.

The variable bonus can vary based on how actual results diverge from the budget: up to a maximum of 30% for actual results that are equal to or exceed the EBIT budget target by 15% or more (the percentage increase of the bonus is directly related to EBIT-multiple two compared to any exceeding of target parameter).

In the event of lower EBIT results vis-à-vis the budgeted target, the target bonus is cut in half if actual EBIT are equal to 95% of budgeted EBIT and is completely eliminated if the actual EBIT amount is less than 95% of budgeted EBIT. For actual amounts that fall between 95% and 100% of budgeted EBIT, the target bonus is reduced proportionately.

The variable bonus is paid to the General Manager and Strategic Executives in a lump sum, also on the basis of the final results certified by the competent corporate and audit functions and approved by the Board of Directors.

The variable bonus paid to the General Manager and Strategic Executives is submitted to the Compensation Committee, which, annually, adjusts the EBIT result from (active or passive) extraordinary items, assuming the total amount of Euro 500,000.00 as significant threshold.

The procedure for the management of the variable portion of the annual remuneration allows the Company and its subsidiaries to reclaim, in whole or in part, the variable components of the remuneration that was paid (or to hold deferred payments), as determined on the basis of data which subsequently proved to be manifestly misstated.

The variable component of remuneration is linked both to financial performance objectives and to business objectives related to strategic projects.

for the payment of a predetermined termination benefit to the abovementioned Executives with Strategic Responsibilities and their duration is not predetermined.

The criteria for determining the benefit payable to Mr. Carlo Rosa, in his capacity as General Manager, was defined by the Board of Directors, upon a recommendation by the Compensation Committee, as an amount variable between wages for 24 months in the event of termination, without cause by the Company, of the employment contract executed in accordance with the applicable national collective bargaining agreement, and wages for up to 36 months, in the event of a split in the post of General Manager from Chief Executive Officer, or a change in the Company's share capital ownership (as per Article 93 of TUF), repeated violations of the employment contract by the Company or if the employment contract is terminated due a material change in the employee's job description, absent the consent of both parties.For Mr. Chen M. Even the benefit of wages for 24 months will be due in the event of Mr. Even's

  • resignation or firing without cause, in the event of repeated violations of the employment contract by the Company or a material change in the employee's job description, absent the consent of both parties, or if the employment contract is terminated in the event of a change in the Company's reference shareholders, pursuant to Article 93 of TUF.
  • For Mr. Piergiorgio Pedron the benefit of wages for 24 months will be due, except for just cause of termination, in case of termination of the employment contract arising from a change in the Company's reference shareholders, pursuant to Article 93 of TUF.
  • Effects of the termination of the relationship on the rights assigned within the scope of the share-based incentive plans or cash payouts are governed by the stock option plan regulation applicable in the present case and by the LTI Plan regulation. There are no agreements that provide for compensation for non-competition commitments.

Elements of the remuneration policy that can be waived in exceptional circumstances

In exceptional circumstances, the Company may derogate from the elements of the Remuneration Policy, as illustrated below.

It should be noted that "exceptional circumstances" means those situations in which the derogation from the Remuneration Policy is necessary for the pursuit of long-term interests and the Sustainability of the Company as a whole or to ensure its ability to remain on the market such as, by way of example and not limited to:

  • I. the occurrence, at national or international level, of extraordinary and unforeseeable events, concerning the Company or the sectors and/or markets in which it operates, which significantly affect the results of the Company;
  • II. substantial changes in the organization of the business activity, both of an objective nature (such as extraordinary operations, mergers, disposals, etc.), and of a subjective nature, such as changes in the Top Management structure;
  • III. the need to replace, due to unforeseen circumstances, a chief executive officer and having to negotiate a remuneration package quickly, where the constraints contained in the approved Policy could limit the company's ability to attract managers with the most appropriate professional skills to manage the enterprise;
  • IV. significant changes in the scope of the company's

activity during the term of the Policy, such as the sale of a company/business unit on whose activity the performance objectives of the Policy were based, or the acquisition of a significant business not considered when preparing the Policy.

  • The exceptions will be subjected to the prior examination of the Compensation Committee in full compliance with the rules envisaged by the Procedure for Related-Party Transactions.
  • Without prejudice to the foregoing, with reference to the variable remuneration system for Executive Directors and other Executives with Strategic Responsibilities and in order to take into account the aforementioned exceptional circumstances and only within the limits in which this is instrumental to the pursuit of the aforementioned interests, the exemption may concern:
  • the award of one-off cash bonuses;
  • the payment of special indemnities;
  • a change in the ratio between fixed and variable components of remuneration;
  • the modulation of the performance objectives to which variable remuneration is linked and the frequency with which they are set, along with criteria used to assess said objectives.

Fringe benefits

Pursuant to the policy adopted by the Issuer for fringe benefits, the award of such benefits to Strategic Executives, including the two Executives who serve on the Board of Directors, is consistent with the relevant Company procedure or the reference national collective bargaining agreement. Specifically, regarding the company car, the policy currently in effect at DiaSorin calls for the use of a company car of the "Direttori" class.8

Insurance, retirement and pension benefits, consistently with those required pursuant to law, collective and supplementary agreements, are provided to Strategic Executive; a supplementary health coverage is also provided.

Severance indemnity

The Remuneration Policy provides that payments made on leaving office or termination of the employment relationship are regulated under the existing contractual relations with Executive Directors and other Executives with Strategic Responsibilities. The Issuer executed agreements pursuant to Article 123-bis, Section 1, Letter (i), of TUF with the Issuer and (i) its General Manager, Carlo Rosa (who is a Company employee and serves also as its Chief Executive Officer), (ii) Chen M. Even, who serves as a Director and qualifies as an Executive with Strategic Responsibilities pursuant to Annex 1 of the Related-Party Regulations and (iii) Piergiorgio Pedron, who serves as Executive with Strategic Responsibilities, pursuant to Annex 1 of the Related-Party Regulations, and as Senior Corporate V.P. & Chief Financial Officer.

Specifically, these three abovementioned agreements provide

With regard to the remuneration of Directors and Statutory Auditors, and, in aggregate form, to the compensation of Executives with Strategic Responsibilities, the present Section:

It should be noted that:

the auditing firm PricewaterhouseCoopers S.p.A has verified - in compliance with the provisions of art. 123-ter, paragraph 8-bis, of TUF - the layout of this Section of the Remuneration Report by the Board of Directors.

Pursuant to Annex 3A, Scheme7-bis of the Issuers' Regulations, the Company supplies in aggregate form information on compensation received by Executives with Strategic Responsibilities, other than the General Manager and Chief Commercial Officer, since there are no Executives with Strategic Responsibilities who have, during the year, received total compensation (obtained by adding the monetary compensation to the financial instrument -based compensation) in excess of the highest total compensation assigned to the members of the Board of Directors or management board, or to the General Manager.

As regards information on existing agreements providing for indemnities to be paid in case of early termination of office, again pursuant to Annex 3A, Scheme 7-bis of the Issuers' Regulations, the Company provides, relevant information also as to Executives with Strategic Responsibilities, other than the General Manager and the Chief Commercial Officer.

IN THE SECOND PART, explains in detail the remuneration paid in the reporting year for whatever reason and in whatever form by the Company and by its subsidiaries or associates, highlighting any components of said remuneration related to activities carried out in previous years and also remuneration payable in one or more subsequent periods for activity carried out in the reporting period, possibly indicating an estimated value for components not objectively quantifiable in the reporting year;

IN THE FIRST PART, (i) supplies an appropriate, clear and comprehensible representation of each components of the remuneration, including payments on leaving office or termination of employment relationship, highlighting the consistency of the same with the remuneration policy followed by the Company in the reference year and the manners through which remuneration contributes to the Company's long-term results; (ii) provide information on any exemption of the Remuneration Policy applied under exceptional circumstances; (iii) illustrates how the Company took into account the vote cast the previous year by the Shareholders' Meeting on Section Two of the Remuneration Report; 1

IN THE THIRD PART, provides information on the grant of financial instruments to directors, executives and other employees of DiaSorin and its subsidiaries;

IN THE FOURT PART, indicates, pursuant to the criteria established in Attachment 3A, Scheme 7-ter of the Issuers' Regulations, investments held in the Issuer and its subsidiaries by members of the Company's boards, by its General Manager and by executives with Strategic Responsibilities, or by their spouses (unless legally separated) and minor children, either directly or through companies controlled by the same, through trust companies or fiduciaries, as resulting from the Shareholders Register, by communications received and other information acquired by the same components of the corporate boards, the General Manager and Executives with Strategic Responsibilities.

2

3

4

PART ONE Items that make up the remuneration

Remuneration of the members of the Board of Directors

The Board of Directors receives an annual fee for the length of its term of office, as approved by the Issuer's Shareholders' Meeting upon election (the latest having occurred on April 24, 2019) based on motions submitted by Shareholders. In particular, the Meeting resolved to set the annual gross compensation for the Board of Directors at an amount not exceeding 1,200,000.00 euros giving mandate to the Board of Directors to assign individual compensations to individual directors.

The Board of Directors during the meeting held on April 24, 2019 and May 9, 2019 assigned individual compensation from the total set by the Shareholders' Meeting, as shown in the figure:

Please note

"" that no compensation is provided for members of the Board of Directors who already receive compensation for their managerial employment relationship with the Company. The parties in question include Mr. Carlo Rosa, the current Chief Executive Officer, who is compensated as General Manager of the Company, and Mr. Chen M. Even, the Chief Commercial Officer, who is an Executive Director.

POST ANNUAL COMPENSATION
Chairman of the Board of Directors 400,000 euros
Deputy Chairman of the Board of
Directors
150,000 euros
Non- executive Director 35,000 euros
Director Chairman of Committee 10,000* euros
Director member of Committee 5,000* euros

* for each post held, in addition to the compensation established for the post of Director.

Remuneration of the members of control bodies

The compensation of the Chairman of the Board of Statutory Auditors and the individual Statutory Auditors was determined by the Shareholders' Meeting of April 24, 2019. The Meeting attributed the following annual compensation, as shown in the figure:

POST ANNUAL COMPENSATION
Chairman of the Board of Statutory
Auditors
40,000 euros
Statutory Auditor 30,000 euros

Remuneration of the General Manager and Director with Executive Duties

The Chairman of the Board of Directors and the Lead Independent Director, by proposal of the Human Resources Department and the Compensation Committee, implemented, from 1 July 2020, an increase in the fixed remuneration of the General Manager and the Chief Commercial Officer, equal to + 10%.

In the light of the aforementioned change in remuneration, the remuneration for 2020 received by the General Manager, who serves also as Chief Executive Officer, was:

Gross Annual Remuneration Euro 931,236.30; Variable Bonus Euro 573,300.00; Total Euro 1,504,536.30

To complete the above, the increase in the value of the stock option plan, pursuant to 2018 Plan (as below described) and based on May 2018 grant of 140,000 Stock Options, with a price of 76.2368 euros each, exercisable from January 2, 2023 and January 2, 2024 must be taken into account. The hypothesis of the increase in the value of the options granted is equal to Euro 1,193,421, of which Euro 451,231 pertaining to the Reporting Year.

Still considering the aforementioned change in remuneration, the remuneration for 2020 received by the Chief Commercial Officer, who serves also as Director, was:

Gross Annual Remuneration Euro 450,651.02; Variable Bonus Euro 276,250.00; Total Euro 726,901.02

To complete the above, the increase in the value of the stock option plan, pursuant to 2018 Plan (as below described) and based on May 2018 grant of 120,000 Stock Options, with a price of 76.2368 euros each, exercisable from January 2, 2023 and January 2, 2024 must be taken into account. The hypothesis of the increase in the value of the options granted is equal to Euro 1,022,932, of which Euro 386,770 pertaining to the Financial Year.

The Fringe Benefit values for 2020, relating to the car benefit, amount to Euro 3,320.52 for the General Manager and Euro 3,459.48 for the Chief Commercial Officer.

With regard to the variable components, the performance objectives of the reference remuneration policy were applied on the basis of the "Procedure for the Management of the Variable Part of the Annual Remuneration of the General Manager and Strategic Executives" described in Section I of this Report; it should be noted that the Group EBIT target for 2020 was achieved with a percentage equal to 115% (130% payout).

Below is comparative information, for the last five years, of the annual change in:

I. the total remuneration of each of the individuals for whom the information referred to in this Section II of the Report is provided by name, and therefore of the General Manager Mr. Carlo Rosa and the Chief Commercial Officer Mr. Chen M. Even;

II. Company's results;

III. the gross annual remuneration, computed on the basis of full-time employees, of employees other than those whose remuneration is shown by name in this Section II of the Report.

2016 2017 2018 2019 2020
€ 1,246,091.00 € 1,248,878.54 € 1,258,141.18 € 1,334,380.51 € 1,504,536.30
Remuneration General Manager 17.04 % 0.22 % 0.74 % 6.06% 12.75%
Remuneration Chief Commercial € 599,706.00 € 601,893.50 € 606,270.58 € 643,853.46 € 726,901.02
Officer 12.30 % 0.36 % 0.73 % 6.20% 12.94%
€ 112,618 € 139,878 € 158,130 € 175,735 € 249,628
Net profit of the Company 1 12.0% 24.2% 13.0% 11.13% 42.05%
€ 45,786.30 € 47,721.57 € 47,974.42 € 50,215.66 € 52,673.62
Average remuneration of employees 3.34% 4.23% 0.53% 4.67% 4.89%

1 Net profit of the DiaSorin Group stated in Euro / thousands. The percentages refer to the change compared to the previous year.

For completeness, the following is specified. For the sake of completeness, it should be noted that the remuneration paid during the Reporting Year is consistent, in its amount and in its constituent items, with the Remuneration Policy defined by the Company and last approved by the Shareholders' Meeting on 10 June 2020. During the Financial Year, no indemnities and / or other benefits were attributed to the Directors and other Executives with Strategic Responsibilities of the Company for the termination of their office or for the termination of the employment relationship.

During the year, no ex-post correction mechanisms were applied to the variable component of the remuneration of Executives with Strategic Responsibilities. Following the occurrence of the exceptional circumstance represented by the epidemiological emergency from Covid-19, exceptions to the Remuneration Policy were applied, concerning the assignment of one-off cash bonuses to three Executives with Strategic Responsibilities in consideration of the professional contribution provided in addressing this unique and unpredictable situation (see Tables 1 and 3B-Other Bonuses).

PART TWO Analytical representation of fees paid during the Reporting Year

Pursuant to art. 84-quater of the Issuers' Regulation, in compliance with the provisions of Annex 3A, Scheme 7-bis of the same Regulation, the remuneration paid during the Reporting Year to the members of the Board of Directors, of the Board of Statutory Auditors, to the General Manager and, in aggregate, to the other Executives with Strategic Responsibilities, which are consistent with the Remuneration Policy approved by the Shareholders' Meeting on 10 June 2020, are shown below

Fees paid to the members of the Board of Directors

PERIOD IN WHICH THE OFFICE
WAS HELD
EXPIRY OF OFFICE FIXED REMUNERATION
FOR
NON-EQUITY VARIABLE
REMUNERATION
NON TOTALE FAIR VALUE TERMINATION
FULL NAME POST REMUNERATION
(EUROS)
PARTICIPATION
IN COMMITTEES
(EUROS)
BONUSES
AND OTHER
INCENTIVES
SHARE OF
PROFITS8
MONETARY
BENEFITS
OTHER
FEES
(EURO) OF EQUITY
REMUNERATION
OF OFFICE OR
EMPLOYMENT
INDEMNITY
Gustavo Denegri Chairman 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
400,000 - - - - - 400,000 -
Carlo Rosa1 CEO 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
- - - - - - - -
Michele Denegri2 Deputy Chairman 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
150,000 5,000 - - - - 155,000 -
Chen M. Even1 Director 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
- - - - - - - -
Luca Melindo Director 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
35,000 - - - - - 35,000 -
Franco Moscetti3 Director 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
35,000 20,000 - - - - 55,000 -
Giuseppe Alessandria4 Director 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
35,000 15,000 - - - - 50,000 -
Stefano Altara Director 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
35,000 - - - - - 35,000 -
Roberta Somati5 Director 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
35,000 10,000 - - - - 45,000 -
Giancarlo Boschetti6 Director 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
35,000 5,000 - - - - 40,000 -
Francesca Pasinelli Director 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
35,000 - - - - - 35,000 -
Monica Tardivo Director 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
35,000 - - - - - 35,000 -
Tullia Todros Director 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
35,000 - - - - - 35,000 -
Elisa Corghi7 Director 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
35,000 5,000 - - - - 40,000 -
Fiorella Altruda Director 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
35,000 - - - - - 35,000 -

1Receives compensation exclusively as a Company Executive. No compensation is provided for service on the Board of Directors.

2 Member of the Compensation and Nominating Committee receiving a remuneration of € 5,000.00 for the aforementioned office.

3Chairman of Control, Risks and Sustainability Committee and Chairman of the Related-Party Committee receiving a remuneration of €10,000.00 for the posts held.

4 Chairman of the Compensation and Nominating Committee and member of the Related-Party Committee receiving a remuneration of €10,000.00 and €5,000.00, respectively for the aforementioned offices.

5Member of the Control, Risks and Sustainability Committee and Chairman of the Related-Party Committee receiving a remuneration equal to € 5,000.00 per year for each of the aforementioned offices.

6 Member of the Control, Risks and Sustainability Committee receiving a remuneration of € 5,000,00 per year for the aforementioned office. 7 5.000 Member of the Compensation and Nominating Committee receiving a remuneration of € 5,000.00 for the aforementioned office. 8 No profit sharing is provided, without prejudice to the right to receive dividends if a party is a shareholder or is otherwise entitled to receive dividends.

Fees paid to the members of the Board of Statutory Auditors

FULL NAME POST PERIOD IN WHICH THE OFFICE
WAS HELD
EXPIRY OF OFFICE FIXED
REMUNERATION
(EUROS)
REMUNERATION
FOR
PARTICIPATION
IN COMMITTEES
REMUNERATION
BONUSES
AND OTHER
INCENTIVES
NON-EQUITY VARIABLE
SHARE OF
PROFITS1
NON
MONETARY
BENEFITS
OTHER
FEES
TOTAL
(EUROS)
FAIR VALUE
OF EQUITY
REMUNERATION
TERMINATION
OF OFFICE OR
EMPLOYMENT
INDEMNITY
Monica Mannino Chairman 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
40,000 - - - - - 40,000 -
Ottavia Alfano Statutory Auditor 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
30,000 - - - - - 30,000 -
Matteo Michele Sutera Statutory Auditor 01/01/2020 - 12/31/2020 Approval of 2021 Financial
Statements
30,000 - - - - - 30,000 -

1 No profit sharing is provided, without prejudice to the right to receive dividends if a party is a shareholder or is otherwise entitled to receive dividends.

Fees paid to General Managers and Executives with Strategic Responsibilities*

FULL NAME POST PERIOD IN WHICH THE OFFICE
WAS HELD
EXPIRY OF OFFICE FIXED
REMUNERATION1
(EUROS)
REMUNERATION
FOR
PARTICIPATION IN
COMMITTEES
NON-EQUITY VARIABLE
REMUNERATION (EUROS)
BONUSES
AND OTHER
INCENTIVES3
BONUSES
AND OTHER
INCENTIVES1
NON
MONETARY
BENEFITS2
(EUROS)
OTHER FEES TOTAL
(EUROS)
FAIR VALUE
OF EQUITY
REMUNERATION
TERMINATION
OF OFFICE OR
EMPLOYMENT
INDEMNITY
Carlo Rosa General Manager 2020 - 931,236.30 - 573,300 - 3,320.52 - 1,507,856.82 451,231 -
Chen M. Even Strategic Executive 2020 - 450,651.02 - 276,250 - 3,459.48 - 730,360.50 386,770 -
Altri Dirigenti - 2020 - 985,303.39 - 591,313.75 - 10,114.75 350,0004 1,936,731.89 966,925 -

* In addition to Mr. Rosa and Mr. Even, Strategic Executives include Mr. Ronchi, Mr. Gay and Mr. Pedron; the remuneration of these last three Executives is shown as an aggregate amount under "Other Executives".

** No profit sharing is provided, without prejudice to the right to receive dividends if a party is a shareholder or is otherwise entitled to receive dividends.

1 Fixed remuneration for work performed as an employee, including social security contributions and taxes payable by employees, but excluding collective social security contributions payable by the Company and the addition to the provision for severance benefits. The fixed compensation includes the gross annual compensation, without bonus, actually disbursed as of December 31, 2020 (therefore, if a Strategic Executive is hired or appointed during the year, the amount actually disbursed is shown, i.e., the amount from that date of hire or appointment plus the one-month year-end bonus).

2 It is the value of the fringe benefits (consistent with a taxable amount approach). Consequently, fringe benefits refer to the Company car benefit.

3 Remuneration amounts vested during the year for objectives achieved in the year itself, against monetary incentive plans, paid in March 2021. With reference to the monetary bonus referred to in the LTI Plan, it should be noted that the fair value of the year is recognized in the income statement under personnel costs in general and administrative expenses for an amount equal to € 147,018 for each Strategic Executive.

4 Following the occurrence of the exceptional circumstance represented by the epidemiological emergency from Covid-19, in April 2020 one-off monetary bonuses were paid to three Executives with Strategic Responsibilities, in consideration of the professional contribution provided in addressing this unique and unpredictable situation. These monetary bonuses were paid for a total amount (aggregate figure) of Euro 350,000 gross.

PART THREE Information about awards of financial instruments to directors, executives and other employees of DIASORIN S.p.A. and its subsidiaries

The Stock Option Plans currently in force are detailed below, and namely 2016 Plan, the 2017 Plan, the 2018 Plan, the 2019 Plan and the 2020 Plan.

DiaSorin S.p.A. 2016 Stock Option Plan

1. PLAN BENEFICIARIES

Top executives who perform the management functions referred to in Annex 1 of the Related Parties Regulations and other key employees of DiaSorin S.p.A. and its subsidiaries ("Beneficiary/ies").

2. CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS

The 2016 Plan is a stock option plan.

The Board of Directors approved the following tranches of Options to be awarded to the Beneficiaries as follows:

In the event of termination of the employment relationship, the following rules will apply:

awarded to the Beneficiary shall lapse automatically and shall become null and void, thereby releasing the Company

  • I. if the employment relationship is ended before the options are exercised as a result of a Bad Leaver situation, all options from any obligation or liability toward the Beneficiary;
  • void automatically, thereby releasing the Company from any obligation or liability.

II. if the employment relationship is ended before the options are exercised as a result of a Good Leaver situation, the Beneficiary (or, in the case of death, his/her successors) shall retain the right to exercise his/her awarded options proportionately to the length of his/her employment relationship after the date of award as against the length of time running between the date of award and the initial exercise date.9 Options that may not be exercised shall become

The overall cost of the 2016 Plan, equal to €435,261 for the Reporting year, was recognized in the income statement as part of labor costs in general and administrative expenses, with the offsetting entries posted to shareholder's equity.

9  For the sake of clarity, the following example is formulated: if the Good Leaver hypothesis occurs after 12 months from the assignment date and the initial exercise date is 36 months from the Assignment Date, the Beneficiary will be entitled to exercise one third of the Options assigned.

TRANCHE FULL NAME POST RESOLUTION
DATE
OPTIONS
GRANTED
EXERCISE
PRICE
MARKET PRICE
OF THE SHARES
AT THE GRANT
DATE
EXERCISE
PERIOD
I Other employees 5/16/2016 46,218* € 52.5431 € 52.25 5/16/2019
5/16//2022
II Other employees 8/4/2016 20,000 € 56.3108 € 57.80 8/5/2019
8/5/2022
III Other employees 12/19/2016 25,000* € 51.83923
€ 53.65
12/20/2019
12/20/2022
IV Other employees 8/3/2017 40,000 € 69.6334 € 73.05 8/4/2020
8/4/2023
V Other employees 3/7/2018 18,933* € 70.0517 € 68.85 3/8/2021
3/8/2024
VI Other employees 11/7/2018 20,000 € 82.4239 € 79.57 11/8/2021
11/8/2024
VII Other employees 3/14/2019 25.000 € 86,0448 € 85,80 15/3/2022
17/3/2025

* Net of options lapsed for Bad Leaving and Good Leaving hypothesis pursuant to 2016 Plan.

There are no loans or other facilities from the Company for the purchase of the shares.

DiaSorin S.p.A. 2017 Stock Option Plan

II. if the employment relationship is ended before the options are exercised as a result of a Good Leaver situation, the Beneficiary (or, in the case of death, his/her successors) shall retain the right to exercise his/her awarded options proportionately to the length of his/her employment relationship after the date of award as against the length of time running between the date of award and the initial exercise date Options that may not be exercised shall become void automatically, thereby releasing the Company from any obligation or liability.

The overall cost of the 2017 Plan, equal to €1,989,629 for the Reporting year, was recognized in the income statement as part of labor costs in general and administrative expenses, with the offsetting entries posted to shareholder's equity. 1. PLAN BENEFICIARIES

Top executives who perform the management functions referred to in Annex 1 of the Related Parties Regulations and other key employees of DiaSorin S.p.A. and its subsidiaries ("Beneficiary/ies").

2. CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS

The 2017 Plan is a stock option plan.

The Board of Directors approved the following tranches of Options to be awarded to the Beneficiaries as follows:

TRANCHE FULL NAME POST RESOLUTION
DATE
OPTIONS
EXERCISE
GRANTED
PRICE
MARKET PRICE
OF THE SHARES
AT THE GRANT
DATE
EXERCISE
PERIOD
I Other employees 11/9/2017 143,878* € 78.4724 € 72.05 11/10/2020
11/10/2021
II Other employees 3/7/2018 10,000 € 70.0517 € 68.85 3/8/2021
3/8/2022
III Other employees 5/8/2018 40,000 € 76.2368 € 76.35 5/10/2021
5/10/2022
IV Other employees 11/7/2018 15,000 € 82.4239 € 79.57 11/8/2021
11/8/2022
V Other employees 3/14/2019 10,000 € 86.0448 € 85.80 3/15/2022
2/15/2023
VI Other employees 10/6/2019 10,000 € 95.3515 € 102.00 6/13/2022
6/13/2023
VII Other employees 7/31/2019 65,000 € 102.6159 € 105.00 8/1/2022
8/1/2023
VIII Other employees 11/6/2019 45,000 € 99.5983 € 104.30 11/7/2022
11/7/2023
IX Other employees 12/19/2019 30,000 € 119.2837 € 117.60 12/20/2022
12/20/2022
X Other employees 3/11/2020 5,000 € 110.4394 € 113.00 3/13/2023
3/13/2024
XI Other employees 5/13/2020 20,000 € 156.44
€ 172.50
5/15/2023
5/15/2024
XII Other employees 7/30/2020 56,122 € 173.2803 € 167.50 7/31/2023
7/31/2024

* Net of options lapsed for Bad Leaving and Good Leaving hypothesis pursuant to 2017 Plan.

There are no loans or other facilities from the Company for the purchase of the shares.

If a Beneficiary's employment relationship is ended, the following rules shall apply:

I. if the employment relationship is ended before the options are exercised as a result of a Bad Leaver situation, all options awarded to the Beneficiary shall lapse automatically and shall become null and void, thereby releasing the Company from any obligation or liability toward the Beneficiary;

DiaSorin S.p.A. 2018 Stock Option Plan

1. PLAN BENEFICIARIES

Top executives who perform the management functions referred to in Annex 1 of the Related Parties Regulations, including Mr. Carlo Rosa (Chief Executive Officer and General Manager), Chen M. Even (Director and Strategic Executive), Mr. Piergiorgio Pedron, Mr. Stefano Ronchi and Mr. Ugo Gay, (Strategic Executives), as well as other key employees of DiaSorin S.p.A. and its subsidiaries (the "Beneficiaries").

2. CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS

The 2018 Plan is a stock option plan.

By resolution adopted on May 8, 2018, the Board of Directors approved the options to be awarded to the Chief Executive Officer Mr. Carlo Rosa, and to Director Mr. Chen M. Even, who serves as General Manager and Chief Commercial Officer of the Company. During the resolution above, the Chief Executive Officer Mr. Carlo Rosa and Director Mr. Chen M. Even abstained from voting since they are listed as 2018 Plan Beneficiaries.

The Board of Directors approved the following tranches of Options to be awarded to the Beneficiaries as follows:

TRANCHE FULL NAME POST RESOLUTION
DATE
OPTIONS
GRANTED
EXERCISE
PRICE
MARKET PRICE
OF THE SHARES
AT THE GRANT
DATE
EXERCISE
PERIOD
Carlo Rosa General
Manager
140,000 1/2/2023
1/2/2024
I Chen M. Even Strategic
Executive
5/8/2018 120,000 € 76,2368 € 76,35
Other Strategic Executives 200,000
Other employees 115,000

There are no loans or other facilities from the Company for the purchase of the shares.

If a Beneficiary's employment relationship is ended, the following rules shall apply:

I. if the employment relationship is ended before the options are exercised as a result of a Bad Leaver situation, all options awarded to the Beneficiary shall lapse automatically and shall become null and void, thereby releasing the Company

from any obligation or liability toward the Beneficiary;

II. if the employment relationship is ended before the options are exercised as a result of a Good Leaver situation, the Beneficiary (or, in the case of death, his/her successors) shall retain the right to exercise his/her awarded options proportionately to the length of his/her employment relationship after the date of award as against the length of time running between the date of award and the initial exercise date Options that may not be exercised shall become void automatically, thereby releasing the Company from any obligation or liability.

The overall cost of the 2018 Plan, equal to €2,175,580 for the Reporting year, was recognized in the income statement as part of labor costs in general and administrative expenses, with the offsetting entries posted to shareholder's equity.

DiaSorin S.p.A. 2020 Stock Option Plan

DiaSorin S.p.A. 2019 Stock Option Plan

1. PLAN BENEFICIARIES

Top executives who perform the management functions referred to in Annex 1 of the Related Parties Regulations and other key employees of DiaSorin S.p.A. and its subsidiaries ("Beneficiary/ies").

2. CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS

The 2019 Plan is a stock option plan.

The Board of Directors approved the following tranches of Options to be awarded to the Beneficiaries as follows:

TRANCHE FULL NAME POST RESOLUTION
DATE
OPTIONS
GRANTED
EXERCISE
PRICE
MARKET PRICE
OF THE SHARES
AT THE GRANT
DATE
EXERCISE
PERIOD
I Other employees 7/30/2020 8,878 € 173.2803 € 167.50 7/31/2023
7/31/2024
II Other employees 11/11/2020 91,122 € 189.0455 € 172.40 11/13/2023
11/13/2024

There are no loans or other facilities from the Company for the purchase of the shares.

If a Beneficiary's employment relationship is ended, the following rules shall apply:

  • I. if the employment relationship is ended before the options are exercised as a result of a Bad Leaver situation, all options awarded to the Beneficiary shall lapse automatically and shall become null and void, thereby releasing the Company from any obligation or liability toward the Beneficiary;
  • II. if the employment relationship is ended before the options are exercised as a result of a Good Leaver situation, the Beneficiary (or, in the case of death, his/her successors) shall retain the right to exercise his/her awarded options proportionately to the length of his/her employment relationship after the date of award as against the length of time running between the date of award and the initial exercise date Options that may not be exercised shall become void automatically, thereby releasing the Company from any obligation or liability.

The overall cost of the 2019 Plan, equal to €170,049 for the Reporting year, was recognized in the income statement as part of labor costs in general and administrative expenses, with the offsetting entries posted to shareholder's equity.

1. PLAN BENEFICIARIES

Top executives who perform the management functions referred to in Annex 1 of the Related Parties Regulations and other key employees of DiaSorin S.p.A. and its subsidiaries ("Beneficiary/ies").

2. CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS

The 2020 Plan is a stock option plan.

The Board of Directors approved the following tranches of Options to be awarded to the Beneficiaries as follows:

TRANCHE FULL NAME POST RESOLUTION
DATE
OPTIONS
GRANTED
EXERCISE
PRICE
MARKET PRICE
OF THE SHARES
AT THE GRANT
DATE
EXERCISE
PERIOD
I Other employees 18,878 € 189.0455 € 172.40 11/13/2023
11/13/2024
II Other employees 12/21/2020 15,000 € 169.95 € 171.70 12/22/2023
12/23/2024

There are no loans or other facilities from the Company for the purchase of the shares.

If a Beneficiary's employment relationship is ended, the following rules shall apply:

I. if the employment relationship is ended before the options are exercised as a result of a Bad Leaver situation, all options awarded to the Beneficiary shall lapse automatically and shall become null and void, thereby releasing the Company

II. if the employment relationship is ended before the options are exercised as a result of a Good Leaver situation, the Beneficiary (or, in the case of death, his/her successors) shall retain the right to exercise his/her awarded options proportionately to the length of his/her employment relationship after the date of award as against the length of time running between the date of award and the initial exercise date Options that may not be exercised shall become void

  • from any obligation or liability toward the Beneficiary;
  • automatically, thereby releasing the Company from any obligation or liability.

The overall cost of the 2020 Plan, equal to € 31,599 for the year, was recognized in the income statement as part of labor costs in general and administrative expenses, with the offsetting entries posted to shareholder's equity

For additional information on the Stock Option Plans for members of the Board of Directors, other Executives with Strategic Responsibilities - including the General Manager - and other directors and employees of DiaSorin and its subsidiaries, pursuant to art. 84-bis of the Issuers' Regulations, please consult the related documentation made available on the Company's website at www.diasoringroup.com in the Section "Governance / Information for Shareholders / Stock Option Plans".

TABLE 2: Stock options awarded to members of the Board of Directors, General Managers and Executives with Strategic Responsibilities

OPTIONS HELD AT THE BEGINNING OF THE YEAR OPTIONS ASSIGNED DURING THE YEAR OPTIONS EXERCISED DURING THE YEAR OPTIONS EXPIRED
IN 2020
***
OPTIONS HELD AT
THE END OF 2020
OPTIONS VESTED
IN 2020
Full name
Post held
Plan Number of
options
Exercise price
(€)
Potential exercise period
(from-to)
Number of
options
Exercise
price (€)
Potential
exercise period
(from-to)
Fair value on
grant date
Grant date Market value of
underlying shares
on the grant date
(€)*
Number of
options
Exercise
price (€)
Market price
of underlying
shares on the
exercise date
(€)**
Number of options Number of options Fair value (€)
Carlo Rosa General Manager 2018 Plan 140,000 76.2368 1/2/2023-1/2/2024 --- --- --- --- --- --- --- --- --- --- 140,000 451,231
Chen Even Strategic Executive 2018 Plan 120,000 76.2368 1/2/2023-1/2/2024 --- --- --- --- --- --- --- --- --- --- 120,000 386,770
Other strategic executives 2018 Plan (3) 300,000 76.2368 1/2/2023-1/2/2024 --- --- --- --- --- --- --- --- --- --- 300,000 966,925
2,000 51.83923 12/20/2019-12/20/2022 --- --- --- --- --- --- 2,000 51.83923 119.00 --- --- 0
Other employees 40,000 69.6334 8/4/2020-8/4/2023 --- --- --- --- --- --- 40,000 69.6334 157.00 --- --- 115,644
2016 Plan
(12)
19,234 70.0517 3/8/2021-3/8/2024 --- --- --- --- --- --- --- --- --- 301 18,933 85,357
20,000 82.4239 11/8/2021-11/8/2024 --- --- --- --- --- --- --- --- --- --- 20,000 109,069
25,000 86.0448 3/15/,2022-3/17/,2025 --- --- --- --- --- --- --- --- --- --- 25,000 143,190
153,878 78.4724 11/10/2020-11/10/2021 --- --- --- --- --- --- 82,000 78.4724 170.86 10,000 61,878 300,826
10,000 70.0517 3/8/2021-3/8/2022 --- --- --- --- --- --- --- --- --- --- 10,000 37,123
40,000 76.2368 5/10/2021-5/10/2022 --- --- --- --- --- --- --- --- --- --- 40,000 172,568
15,000 82.4239 11/8/2021-11/8/2022 --- --- --- --- --- --- --- --- --- --- 15,000 68,385
10,000 86.0448 3/15/2022- 3/15/2023 --- --- --- --- --- --- --- --- --- --- 10,000 48,239
10,000 95.3515 6/13/2022-6/13/2023 --- --- --- --- --- --- --- --- --- --- 10,000 65,618
2017 Plan
(42)
65,000 102.6159 8/1/2022-8/1/2023 --- --- --- --- --- --- --- --- --- --- 65,000 394,639
45,000 99.5983 11/7/2022-11/7/2023 --- --- --- --- --- --- --- --- --- 5,000 40,000 251,581
30,000 119.2837 12/20/2022-12/20/2023 --- --- --- --- --- --- --- --- --- --- 30,000 190,742
--- --- --- 5,000 110.4394 3/13/2023
3/13/2024
0 3/11/2020 113.00 --- --- --- --- 5,000 26,779
--- --- --- 20,000 156.44 5/15/2023
5/15/2024
0 5/13/2020 172.50 --- --- --- --- 20,000 168,569
--- --- --- 56,122 173.2803 7/31/2023
7/31/2024
0 7/30/2020 167.50 --- --- --- --- 56,122 264,562
2018 Plan
(2)
115,000 76.2368 1/2/2023-1/2/2024 --- --- --- --- --- --- --- --- --- --- 115,000 370,654
2019 Plan --- --- --- 8,878 173.2803 7/31/2023
7/31/2024
0 7/30/2020 167.50 --- --- --- --- 8,878 41,851
(11) --- --- --- 91,122 189.0455 11/13/2023
11/13/2024
0 11/11/2020 172.40 --- --- --- --- 91,122 128,198
2020 Plan --- --- --- 18,878 189.0455 11/13/2023
11/13/2024
0 11/11/2020 172.40 --- --- --- --- 18,878 26,559
(3) --- --- --- 15,000 169.95 12/22/2023
12/23/2024
0 12/21/2020 171.70 --- --- --- --- 15,000 5,040
Compensation to the company preparing
the financial statements
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Compensation from subsidiaries and affiliates --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total 1,160,112 215,000 --- --- --- --- --- 124,000 15,301 1,235,811 4,820,119

* Last official closing price at the grant date

** Weighted average of official closing prices at each exercise date *** Options not exercised or lapsed for Bad Leaving and Good Leaving hypothesis pursuant to the Stock option Plan

TABLE 3 B - Cash incentive plans benefiting members of the Board of Directors, General Managers and Executives with Strategic Responsibilities

A B (1) (3)
Bonus for the year (€) * Bonuses from previous years (€) Other
Full name Post held Payable/
paid10
Deferred Deferral
period
No longer
payable
Payable/
paid
Still
Deferred
bonuses
(€)
Carlo Rosa General Manager 573.300 - - - - - -
Chen M. Even Director, Strategic Executive 276.250 - - - - - -
Altri Dirigenti
Strategici
Strategic Executives11 591,313.75 - - - - - 350,000
Totale 1,440,863.75 - - - - - 350,000

* All compensations listed will be disbursed by the company preparing the financial statements. No compensation is due by subsidiaries or affiliated companies. Note: Please note that the table above reflects all types of cash incentive plans, including both short-term and medium/long-term plans

10  Payment in March 2021 on 2020 targets.

11  The aggregate figure includes the following Strategic Executives: Messrs Ronchi, Pedron and Gay..

Scheme with information about the equity interests held by members of corporate governance bodies, General Managers and Executives with Strategic Responsibilities Members of the Board of Directors

Interests held in the Issuer, DiaSorin S.p.A.

FULL NAME INVESTEE
COMPANY
NUMBER OF
SHARES HELD AT
THE END OF 2019
NUMBER OF
SHARES BOUGHT
IN 2020
NUMBER OF
SHARES SOLD
IN 2020
NUMBER OF
SHARES HELD AT
THE END OF 2020
Gustavo Denegri DiaSorin S.p.A. 0 0 0 0
Carlo Rosa DiaSorin S.p.A. 4,679,214 0 0 4,679,214
Michele Denegri DiaSorin S.p.A. 0 0 0 0
Chen M. Even DiaSorin S.p.A. 2,350,000 0 0 2,350,000
Giancarlo
Boschetti**
DiaSorin S.p.A. 5,000 0 5,000 0
Luca Melindo DiaSorin S.p.A. 2,500 0 1,000 1,500
Franco Moscetti DiaSorin S.p.A. 0 0 0 0
Giuseppe
Alessandria**
DiaSorin S.p.A. 5,000 0 3,000 2,000
Stefano Altara DiaSorin S.p.A 0 0 0 0
Roberta Somati DiaSorin S.p.A. 0 0 0 0
Francesca
Pasinelli
DiaSorin S.p.A. 0 0 0 0
Monica Tardivo DiaSorin S.p.A. 0 0 0 0
Tullia Todros DiaSorin S.p.A. 0 0 0 0
Fiorella Altruda DiaSorin S.p.A. 0 0 0 0
Elisa Corghi DiaSorin S.p.A. 0 0 0 0

PART FOURTH Interests held by members of the board of directors, the board statutory auditors and executives with strategic responsibilities

Other Interests held in the DiaSorin Group's companies

FULL NAME INVESTEE
COMPANY
NUMBER OF
SHARES HELD
AT THE END OF
2019
NUMBER OF
SHARES BOUGHT
IN 2020
NUMBER OF
SHARES SOLD
IN 2020
NUMBER OF
SHARES HELD AT
THE END OF 2020
Carlo Rosa DiaSorin SA
(France)
1 0 0 1
DiaSorin
Mexico SA de CV
(Mexico)
1 0 0 1
Chen M. Even DiaSorin SA/NV
(Belgium)
1 0 0 1
DiaSorin Iberia
SA (Spain)
1 0 0 1

Members of the Board of Statutory Auditors

Interests held in the Issuer, DiaSorin S.p.A.

FULL NAME INVESTEE
COMPANY
NUMBER OF SHARES
HELD AT THE END OF
2019
NUMBER OF
SHARES BOUGHT
IN 2019
NUMBER OF
SHARES SOLD
IN 2020
NUMBER OF
SHARES HELD AT
THE END OF 2020
Monica Mannino DiaSorin
S.p.A.
0 0 0 0
Ottavia Alfano DiaSorin
S.p.A.
0 1,500 0 1,500
Matteo Michele Sutera DiaSorin
S.p.A.
0 0 0 0
Romina Guglielmetti DiaSorin
S.p.A.
0 0 0 0
Cristian Tundo DiaSorin
S.p.A.
0 0 0 0

Executives with Strategic Responsibilities

FULL NAME INVESTEE
COMPANY
NUMBER OF SHARES
HELD AT THE END OF
2019
NUMBER OF
SHARES BOUGHT
IN 2019
NUMBER OF
SHARES SOLD
IN 2020
NUMBER OF
SHARES HELD
AT THE END OF
2020
Executives with
Strategic
Responsibilities *
DiaSorin
S.p.A.
2,500 0 0 2,500

* The table refers to the aggregating category of significant Company parties, as per Annex 1 of the Related Parties Regulations, in 2020. Transactions executed by Messrs Rosa and Even are not included because they are shown in the table for members of the Board of Directors, even though they qualify as Executives with Strategic Responsibilities.