procedure for the internal management and external ......procedure for the internal management and...

Procedure for the Internal Management

and External Disclosure of Insider

Information and Documents

Adopted by a resolution of the Board of Directors on November 7, 2012,

revised and updated on May 9, 2014

DiaSorin S.p.A. - Insider Information

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Contents

Purpose ............................................................................................................................ 3 Intended Recipients ........................................................................................................ 3 Main Reference Statutes ................................................................................................. 3 1. Insider Information ..................................................................................................... 4 1.1 Definition of Insider Information .............................................................................. 4 1.2 Procedure for the Internal Management of Insider Information and Documents ... 5 1.2.1 General Principles ................................................................................................... 5

1.2.2 Implementation Principles ..................................................................................... 7 1.3 Procedure for the External Disclosure of Insider Information and Information Subject to Regulatory Requirements .............................................................................. 8 1.3.1 General Principles ................................................................................................... 8

1.3.2 Implementation Principles .................................................................................... 11

1.3.3 Selective Access to Information and Loss of Confidentiality Status .................... 12

1.3.4 Disclosure of Forecast Data, Quantitative Targets and Period Accounting Data . 13

1.3.5 Disclosure of Information Through the Internet .................................................. 14

1.3.6 Meetings with the Financial Community and the Media ..................................... 14

1.3.7 Meetings with Labor Unions ................................................................................. 14

Violations of the Procedure ........................................................................................... 15 Final Provisions ............................................................................................................. 16


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Purpose

The purpose of this procedure (the “Procedure”) is to govern the processes applied to manage internally and disclose externally documents and information concerning DiaSorin S.p.A. (the “Company” or “DiaSorin”) and its subsidiaries pursuant to Article 93 of the TUF (the “Subsidiaries”), specifically with regard to Insider Information (as defined later in this Procedure).

This Procedure is related to the Procedure for Related-party Transactions and the Procedure for Governing Internal Dealings Disclosures adopted by the Company.

This Procedures shall be approved by the Company’s Boards of Directors shall be notified, by a party delegated by the Board of Directors to perform this function (the “Delegated Officer”), to the Country Managers and, in any event, to the legal representatives of the Subsidiaries, who shall be responsible for its adoption and implementation by the Subsidiaries.

Intended Recipients

This Procedure shall apply to all parties who because of their work, professional activity or function performed have access to Insider Information.

The Procedure’s Intended Recipients include (i) Directors, (ii) Statutory Auditors, (iii) employees and (iv) consultants of the Company and its Significant Subsidiaries (the “Intended Recipients”).

Main Reference Statutes

This Procedure is being prepared, inter alia, in accordance with the provisions of:

- Legislative Decree No. 58 of February 24, 1998, as amended and integrated (the “TUF”);

- Regulation approved by Consob Resolution No. 11971 of May 14, 1999, as amended and integrated (the “Consob Regulation”);

- Regulation of the Markets Organized and Operated by Borsa Italiana S.p.A. (“Borsa Italiana”) in effect on the date of this Procedure (the “MTA Regulation”), together with the related instructions in effect on the date of this Procedure (the “Instructions”);

- The Corporate Governance Code (version of December 2011), Article 1,1.C.1, Letter (j);

- Consob Communication No. 6027054 of March 28, 2006 regarding “Public disclosures of material events and circumstances and compliance with requirements for the prevention of market abuse – Recommendations and clarifications,” insofar as still applicable, which is available on the Consob website (www.consob.it).

http://www.consob.it/


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1. Insider Information

1.1 Definition of Insider Information

Article 181 of the TUF defines “Insider Information” as undisclosed information of a determinate nature that concerns, directly or indirectly, one or more issuers of financial instruments or one or more financial instruments, which, if published, could have a material impact on the prices of those financial instruments.

Information is deemed to be of a determinate nature if:

(a) it refers to a set of circumstances that already exist or can be reasonably expected to occur in the future or to an event that already exist or can be reasonably expected to occur in the future;

(b) it is sufficiently specific to allow the drawing of conclusions regarding the potential effect of the set of circumstances or the event referred to in letter (a) above on the prices of the financial instruments.

The expression information that, if published, could have a material impact on the prices of financial instruments shall be understood to mean information that presumably a reasonable investor would use as a factor in making investment decisions.

The following list being provided merely by way of example, Insider Information may include information about the following events or circumstances (“Material Events”):

- entry into or withdrawal from businesses;

- resignation or appointment of Directors or Statutory Auditors;

- acquisition or divestment of equity investments, other assets or business operations;

- withdrawal form assignment by the independent auditors;

- share capital transactions;

- placement of warrants, bonds or other debt securities;

- amendments to the rights of publicly traded financial instruments;

- losses that have a material impact on shareholders’ equity;

- mergers and demergers;

- execution of, amendments to or cancellation of contracts or agreements;

- completion of procedures concerning intangibles assets such as inventions, patents

or licenses;

- legal disputes;

- changes in a company’s significant parties;

- transactions involving treasury shares;

- filing of motions for or issuance of decisions enforcing implementation of

composition with creditors proceedings;

- filing of application to allow the adoption of composition with creditors proceedings;

- related-party transactions.

Moreover, pursuant to Article 66, Section 3, Letter a), of the Consob Regulation. the

following constitute Material Events:


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(i) accounting situations that will be reflected in the statutory financial statements, the

consolidated financial statements and the condensed semiannual financial

statements, as well as information and accounting situations that will be reflected in

interim reports operations, when those situations are being disclosed to external

parties, unless the external parties are bound by a confidentiality obligation and the

disclosure is being provided pursuant to law, or when they have become sufficiently

certain; and

(ii) the adoption by the Board of Directors of resolutions approving the draft financial

statement, a motion to distribute dividends, the consolidated financial statements,

the condensed semiannual financial statements or an interim report on operations.

Pursuant to the Consob Regulation governing Related-party Transactions,1 the press

releases concerning related-party transactions shall contain, in addition to the information

the disclosure of which is required by Article 114, Section 1, of the TUF, the additional

disclosures listed in Article 6 (“Related-party transactions and communications to the

public pursuant to Article 114, Section 1, of the TUF”) of the Consob Regulation.

1.2 Procedure for the Internal Management of Insider Information and Documents

1.2.1 General Principles

Directors, Statutory Auditors, Executives and any other employee of DiaSorin and its subsidiaries who for reasons related to his/her office or professional reasons become privy to Insider Information (the “Significant Parties”) shall treat the abovementioned information (and/or documents) and use them exclusively to perform their management functions or work assignments.2

Specifically with regard to the internal management of Insider Information, the Company chose to adopt the following rules of behavior and conduct:

individual parties shall not independently communicate Insider Information to third parties or disclose it to the market. They shall instead comply with statutory provisions and the procedures governing the external disclosure of documents and information (as explained in detail infra, in Article 1.3 of this Procedure);

1 See the regulation adopted by Consob Resolution No. 17221 of March 12, 2010, as amended. 2 These Significant Parties shall also be listed in the Register of Parties with Access to Insider Information established and

maintained by the Company pursuant to Article 152-bis of the Consob Regulation, which is updated on a regular basis,

with the required notice of the entry in the Register (or any amendments or deletions) given to the affected parties.


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insider Information may not be used, directly or indirectly, for purposes extraneous to the Company’s activities: more specifically, Significant Parties shall refrain from conduct that is in conflict with the rules governing internal dealings disclosures;

each Significant Party shall be responsible for implementing all appropriate programs and/or systems to prevent Insider Information from falling into the hands of third parties or employees who, based on the tasks they perform within the Company, have no need to know the information in question. In other words, this type of information should be treated taking all necessary care to ensure that their circulation within the Company is carried out without adversely affecting the confidential nature of the information;

anyone who becomes aware of a failure to comply with the rules set forth in this

Article 1.2 or of the disclosure of confidential information outside institutional

channels shall promptly inform the Chief Executive Officer, so that the appropriate

measures may be implemented.

Significant Parties are required to comply with the rules set forth in this Article 1.2 and

shall refrain from conduct contrary to said rules and, in general, to the provisions of the

applicable laws. The Company, through the Manager of the Administration, Finance and

Control Department, relying on the support of the relevant functions, shall take all

necessary steps to ensure that the parties who have access to Insider Information are

aware of the resulting statutory and regulatory obligations and are cognizant of the

potential penalties for instances of abuse or unauthorized disclosure of the

abovementioned Insider Information.

The following list being merely indicative and non-exhaustive, and without prejudice to the

more detailed operating instructions provided by the Company, some general rules of

conduct are provided below:

(a) special care shall be used when transmitting to the members of the Board of

Directors and the Board of Statutory Auditors documents supplied in advance of

meetings of the Board of Directors and/or the various committees: as a rules,

transmission by fax (which, potentially, could be viewed by other parties) or the use

of other tools or methods not suitable for ensuring maximum confidentiality should

be avoided;

(b) similar care should be used in connection with extraordinary transactions with

regard to the exchange of information and/or documents with parties who serve as

consultants or advisors for the abovementioned transactions;


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(c) before being granted access to “price sensitive” information, parties external to the

Group headed by the Company (the “DiaSorin Group”) shall first sign

appropriate secrecy and confidentiality agreements;3

(d) insofar as paper documents containing Insider Information are concerned, the

rules require the following:

‐ the documents shall be stored under lock and key in archives placed inside a

cabined or drawer (and the key shall be kept by the relevant party);

‐ the documents shall remain outside the archive only for the length of time

necessary for their use;

‐ documents that are not being used shall be returned to the archive;

‐ care shall be taken to avoid leaving documents on tables or desks longer than

the time strictly necessary, particularly when they may be accessible by

unauthorized parties;

(e) similar care shall be taken in the event of travel and transportation; more

specifically, documents of the abovementioned type shall never be left unprotected;

(f) the opening and distribution of correspondence delivered by the postal service

and/or couriers shall be carried out consistent with confidentiality criteria;

(g) the “confidential” nature of paper and/or electronic documents shall be duly

indicated by affixing on them the word “confidential” or similar expression and

using special envelopes or other closed containers for their circulation.

1.2.2 Implementation Principles

In order to ensure the proper management of Insider Information within the Company, this Procedure shall be notified by the Delegated Officer to all parties with access to Insider Information.

In order to ensure the proper management of Insider Information within the DiaSorin Group, this Procedure shall be notified to the Country Managers and, in any event, to the legal representatives of the Subsidiaries;

3 In such instances, the parties in question shall be listed in the “Register of Parties with Access to Insider

Information” established and maintained by the Company pursuant to Article 152-bis of the Consob

Regulation, with notice of the listing in the Register given to the affected parties.


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The management of Insider Information concerning Subsidiaries is the responsibility of the respective Country Managers and, in any event, the legal representatives of the Subsidiaries, who shall promptly transmit to the Company’s Corporate Counsel and Corporate Affairs Department and/or the Investor Relations Function and the Delegated Officer (when different from any of the abovementioned parties) any information that, in their opinion, could qualify as Insider Information pursuant to this Procedure. Whenever possible, Insider Information shall be communicated sufficiently in advance of the occurrence of the corresponding event and, in any case, immediately after it becomes known.

Communication shall be given in writing, with a description of the facts and all useful information, and sent:

- by e-mail to the following addresses: [email protected], [email protected];

- or, when use of the e-mail address is not available, by telefax to 0161.487670.

The Manager of the Corporate Counsel and Corporate Affairs Department and/or the Company’s Investor Relations Function and the Delegated Officer (when different from any of the abovementioned parties) who received Insider Information communications from the Country Managers of the Subsidiaries or the legal representatives of the Subsidiaries shall interface with the Chief Executive Officer to verify compliance with statutory requirements and, specifically, whether the information should be treated as Insider Information.

If the information is found to qualify as Insider Information or if current laws require its external disclosure, the procedure described in Article 1.3 below shall be applied.

1.3 Procedure for the External Disclosure of Insider Information and Information Subject to Regulatory Requirements

1.3.1 General Principles

Without prejudice to specific provisions of laws and regulations, the Company shall promptly disclose to the public any Insider Information that concerns it directly or concerns its Subsidiaries.

These disclosures are governed by the following provisions:

Sections 2 and 3 of Article 66 of the Consob Regulation govern the modalities for the disclosure of Insider Information to the public;

pursuant to Article 67 of the Consob Regulation, the company that operates the market may issue market regulations defining the minimum content of press releases and the manner in which the information they contain shall be presented with regard to specific types of facts;4

when press releases are to be issued during market trading hours, the Company shall (i) forward the press releases to the Consob and Borsa Italiana, through the SDIR system used by DiaSorin,5 at leas 15 minutes before they are issued;6 and (ii)

4 See SectionI.A.2.6.1 of these Instructions 5 SDIR-NIS is a system for the electronic dissemination of Information Subject to Regulatory Requirements, operated by Bit Market Service S.p.A. (a company of the London Stock Exchange Group Plc.) and approved by

mailto:[email protected]

mailto:[email protected]


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shall inform Borsa Italiana in advance by telephone that it intends to issue a press release during market trading hours, so as to allow Borsa Italiana to assess with sufficient thoughtfulness the impact that, once released, the news may have on orderly market trading;

Pursuant to Article 114, Section 5, of the TUF, the Consob has the power, also in general terms, to demand that (i) issuers or parties who control the issuers, (ii) members of management and control bodies and executives, and (iii) parties who hold a significant interest pursuant to Article 12 of the TUF or are members of a shareholders’ agreement, as defined in Article 122 of the TUF, publish the documents and news items necessary to inform the public and, in the event of non-compliance, the Consob may proceed directly at the expense of the non-compliant party. More specifically, by virtue of the provisions of Article 114, Section 5, of the TUF, the Consob may ask a publicly traded issuer to respond to any existing rumors,7 it being understood that, in such instances, the issuer may challenge such a request pursuant to Article 114, Section 6, of the TUF, as explained below:

Article 114, Section 6, of the TUF grants to issuers and the parties who control them the right to object, by means of a reasoned challenge that must be transmitted promptly to the Consob, that compliance with the public disclosure obligations of Article 114, Section 5, of the TUF (as described in the preceding paragraph of this Section 1.3.1) could cause serious damage to the issuer. In such instances, the communication obligations are suspended. The Consob, acting within seven days,8 may partially or temporarily exclude the communication of the information, provided this does not mislead the public regarding essential facts or circumstances;9

pursuant to Article 114 of the TUF and Article 66-bis of the Consob Regulation, the Company may lawfully delay the external disclosure of Insider Information, it being understood that:

the Consob with Resolution No. 18159 of April 4, 2012. As stated on its website, DiaSorin elected to use the SDIR-NIS system for the transmission of Information Subject to Regulatory Requirements. 6 If the press release is to be published during trading hours and there is a malfunction of the SDIR-NIS system, the press release shall be published by sending it to at least two press agencies and the Consob (fax No. 06.8477.757) and Borsa Italiana (fax No. 02.7200.4666) at least 15 minutes before it is sent to the press agencies. In such instances, the action of sending the press release by fax also fulfills the filing obligation. 7 According to the rules previously in effect, “rumors” shall be understood to be “news circulating among the public not pursuant to this Article [66 of the Consob Regulation] concerning the balance sheet, income statement and cash flow of issuers of financial instruments, extraordinary finance transactions concerning said issuers of the performance of their business activities.” As of the date of this Procedure, the issuers’ obligation to respond to rumors has been abrogated (except for cases involving the loss of confidentiality as per Article 144, Section 4, of the TUF, as governed by the following Section 1.3.3 of this Procedure) together with the obligation to issue a press release in response to rumors, in cases when this would cause a material change in the price of financial instruments. 8 Pursuant to Article 114, Section 6, of the TUF, once this deadline has elapsed, the challenge shall be deemed to have been upheld. 9 The case in point, consisting in the total or partial exclusion of the disclosure to the public of information concerning a Material Event or the temporary suspension of the obligation to disclose this information, in response to a challenge by a Company or any party who may control the Company, should be considered separately from the possibility of “delaying” the disclose of information (see the subsequent paragraph of this Section 1.3.1). Specifically, neither a challenge filed by the Company or the party controlling the Company nor the preventive authorization by the Consob are required in the case of delayed disclose.


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- a delay is permissible when there is a “legitimate interest” of the Company that would be harmed by the public disclosure, provided that the delay could not mislead the public about material facts and circumstances and that the Company is able to maintain confidentiality;10

- responsibility for the decision to delay the disclosure of Insider Information and, consequently, make an exception to the immediate disclosure obligation shall rest exclusively with the party upon whom such obligation is incumbent;

- in the event of a delay in public disclosure, the obligated party shall nevertheless maintain the confidentiality of Insider Information11 and, should the confidentiality status be lost, it shall reestablish equal access to information by adopting effective measures and immediately disclosing the Insider Information to the public;

- if there is a delay in public disclosure, the obligated party shall inform the Consob of delay, immediately after the disclosure to the public of the abovementioned communication, explaining the related circumstances (Article 66-bis, Section 4, of the Consob Regulation). The purpose of this requirement is to enable the Consob to perform a comprehensive assessment of the reported conduct and promptly take the appropriate oversight measures with regard to the Issuer’s securities. Once the Consob is informed of a delay in the communication of Insider Information to the public and considering the circumstances presented, it has the power to demand that the affected parties proceed with the communication without delay (or do it directly at the expense of non-compliant interested parties) (Article 66-bis, Section 5, of the Consob Regulation.

The delay may also be applicable for events and circumstances concerning the subsidiaries of publicly traded issuers.

Article 113-ter of the TUF and Articles 65 and 65-spties of the Consob Regulation which implement the so-called “Transparency Directive,”12 govern the modalities and terms for the public disclosure, retention and filing with the relevant authorities Information Subject to Regulatory Requirements, i.e., information “that must be published by publicly traded issuers, (…) or by the parties who control them, pursuant to the provisions set forth in this Title [III], Chapter I and Chapter II, Sections I, I-bis, II and V-bis [of the TUF] and in the corresponding implementation regulations or regulations enacted in non-EU countries deemed equivalent by the Consob.” More specifically, these regulations:

10 The “legitimate interest” is relevant in this regard, but the legitimate interest of third parties is not deemed worthy of protection unless any damage to it affects, indirectly , the interest of a publicly traded issuer. 11 To ensure that the confidentiality of the Insider Information is maintained, the relevant party must adopt effective measures: (i) to control/regulate access to the information so as to ensure that the information is accessed only by persons who need the information to perform their function at the Company and, possibly, only by third parties who are subject to the confidentiality obligations of Article 114, Section 4, of the TUF; and ii) to “ensure that the persons who have access to the information recognize their resulting statutory and regulatory obligations and are aware of the potential penalties in the event of abuse or unauthorized disclosure of the information” (Article 66-bis, Section 3, of the Consob Regulation). 12 Directive 2004/109/EC on the harmonization of the information transparency obligations of issuers whose securities are listed on a regulated European market.


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- establish minimum standards and requirements that issuers must comply with when publishing Information Subject to Regulatory Requirements in order to ensure “a quick access that is non-discriminatory and reasonably suitable for ensuring effective disclosure throughout the European Union.” To that effect, Issuers are require to establish, if one is not already available, a website for the publications of Information Subject to Regulatory Requirements and use a system approved by the Consob for disclosing Information Subject to Regulatory Requirements electronically (the SDIR system);

- require issuers to use an approved mechanism for retaining Information Subject to Regulatory Requirements that allows both the preservation of the information and allows easy access, on a historical basis, to the information by investors. To that effect, issuers must identify an approved storage system to which they can transmit, concurrently with its disclosure to the public, the Information Subject to Regulatory Requirements and, through the same mechanism, communicate it to the Consob.13

Issuers must publish on their website the name of the SDIR and of the approved storage system that they use.

1.3.2 Implementation Principles

The Chairman of the Board of Directors, the Chief Executive Officer and the Manager of the Corporate Counsel and Corporate Affairs Department of the Company shall be responsible for the correct management of the disclosure of Insider Information to the market by the Investor Relations Function and for monitoring compliance with this Procedure.

The Investor Relations Function, upon being informed or otherwise becoming aware of material developments concerning the Company or its subsidiaries, shall interface with the Chief Executive Officer, the Chief Financial Officer, the Delegated Officer and the Manager of the Corporate Counsel and Corporate Affairs Department to verify compliance with statutory requirements and, specifically, whether the information should be treated as Insider Information.

If the information is found to qualify as Insider Information or if current laws require its external disclosure, the Investor Relations Function shall prepare a press release ensuring, with the support of the Manager of the Corporate Counsel and Corporate Affairs Department, that it meets the requirements of the applicable legislation in effect at that time.

13 The Consob, in Communication No. 12027454 of April 5, 2012, with regard to the storage of Information Subject to Regulatory Requirements, clarified that until the date when an approved storage mechanism become operational, the provisional regulations governing the storage and filing with the Consob of Information Subject to Regulatory Requirements, as set forth in Consob Resolution No. 16850 of April 1, 2009, will remain in effect. Consequently, until the abovementioned date: (i) the storage of Information Subject to Regulatory Requirements will continue to be handled provisionally by the Borsa Italiana website, with links to the websites of the issuers;

and (ii) the obligation to file with the Consob Information Subject to Regulatory Requirements will continue to be fulfilled by posting the Information Subject to Regulatory Requirements on the online information transmission systems to which the Consob has access (i.e., by entering the information in the SDIR-NIS system) or by transmission through the Teleraccolta system or by regular mail, in accordance with the applicable regulations.


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Prior to its external communication, the text of the press release shall be submitted for final approval to the Chairman and the Chief Executive Officer and, when necessary, to the Board of Directors, subject to the prior attestation, when the text contains accounting information. by the “Corporate Accounting Documents Officer,” pursuant to and for the purposes of Article 145-bis of the TUF.

The press release shall be published through the SDIR-NIS system. In addition, “by the market opening on the day following the date of publication,” the Company shall post the press release on its website (www.diasorin.com), where this information shall remain available for a minimum period of five years.

1.3.3 Selective Access to Information and Loss of Confidentiality Status

Article 114 of the TUF sets forth the conditions and limitations for the lawful use of “selective access to information,” which shall be understood to mean access to Insider Information by specific parties:

(i) it is always admissible when Insider Information is being communicated to third parties who are bound by a confidentiality obligation pursuant to laws, regulations, the Bylaws or a contract. “Third parties” may include: (a) consultants to confidentiality bound parties and other parties involved in reviewing material subject of the consulting assignment; (b) parties with whom the issuer is in the process of negotiating commercial and financial transactions; (c) public entities with industry oversight authority; (d) banks as part of the loan granting process; (e) rating agencies; (f) companies that operate markets where financial instruments are listed; and (g) labor unions, when they have agreed to be bound by a confidentiality obligation (see Section 1.3.7 later in this Procedure)

(ii) if the information was made accessible, by intentional or unintentional disclosure, to a third party not bound by a confidentiality obligation (pursuant to laws, regulations, the Bylaws or a contract) or if the Insider Information has otherwise lost its confidentiality status, a publicly traded issuer shall reestablish equal access to the information by disclosing the Insider Information to the public (“immediately” if the disclosure was intentional; “promptly” if the disclosure was unintentional).

In accordance with the rules outlined above, a selective disclosure is unlawful on the occasion of Shareholders’ Meetings or meetings with the financial community or the media.

Specifically with regard to the Shareholders’ Meetings of DiaSorin, information about Material Events cannot be disclosed during shareholders’ Meetings, unless they are first communicated to the market; in the event of an involuntary disclosure, the information shall be promptly disclosed to he market. With regard to this issue, please note that, if a Shareholders’ Meeting is being held while a Material Event is developing a shareholder were to pose questions about the Material Event to the Directors, the Directors may refuse to answer based on the assumption that the disclosure of the information should be postponed.

As for issues concerning meetings with the financial community or the media, see Section 1.3.6 later in this Procedure.

http://www.diasorin.com/


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1.3.4 Disclosure of Forecast Data, Quantitative Targets and Period Accounting Data

The disclosure of forecast information (forecast data and quantitative targets) is optional. However, Article 68 of the Consob Regulation governs public disclosure requirements for forecast data, quantitative targets and period accounting data, should an issuer decide to communicate to the public forecast data and quantitative targets about the Company’s operating performance.

Article 68 of the Consob Regulation specifically states that forecast data and quantitative targets about the Company’s operating performance may be communicated to external parties, provided that, alternatively:

(i) this information is concurrently made available to the public in the manner required by the Consob Regulation14 for communications concerning Material Events;

(ii) external parties to whom forecast data and quantitative targets about the Company’s operating performance are being disclosed are bound by a confidentiality requirement pursuant to law, regulations, Bylaws or contract and the disclosure is provided in the normal course of work, professional activity, function or office.

Pursuant to the abovementioned Article 68 of the Consob Regulation, the disclosure of forecast data creates for the issuers an obligation to monitor the actual performance of their activities, with the aim of detecting any variances compared with the forecast data and quantitative targets communicated to the market. Also pursuant to Article 68 of the Consob Regulation, issuers, by means of subsequent press releases, must update the information provided to the market, disclosing any variances and the reasons for them.

When forecast information is provided to the market directly by financial intermediaries, professional investors and financial analysis centers (e.g., “consensus estimate”), the Company shall:

(i) monitor the market consensus, by means that include an assessment of published financial analyst reports; and

(ii) analyze any discrepancies between market forecasts and its own projections, encouraging analysts to revise their estimates by publishing comments and clarifications about the abovementioned discrepancies, developed based on updated internal projections (so-called “profit warning”).

The obligation set forth in Article 68 of the Consob Regulation also applies when the disclosure of forecast data to external parties is not carried out by the Company directly but by an (unlisted) subsidiary and, because of the relevance achieved within the DiaSorin Group, is capable of affecting DiaSorin’s valuation.

14 See Part III, Title II, Chapter II, of he Consob Regulation (Articles 65 and 65-septies).


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1.3.5 Disclosure of Information Through the Internet

As required by the relevant provisions of laws and regulations, the Company devotes significant attention to the use of its website as an indispensible tool for the disclosure of Information Subject to Regulatory Requirements.

More specifically, further to the enactment of the Transparency Directive, the Company is required to:

(i) establish a website for the publication of Information Subject to Regulatory Requirements (Article 65-bis, Section 3, of the Consob Regulation);

(ii) publish on its website the Information Subject to Regulatory Requirements concerning the Company by the market opening on the day following the date of the disclosure and ensure that the information is available on its website for at least five years (Article 65-septies, Section 5, of the Consob regulation). These requirements also apply to communications concerning Material Events (see Section 1.3.2 earlier in this Procedure.

The documents are published in their unabridged version and also in the English language.

1.3.6 Meetings with the Financial Community and the Media

Relations with the financial community and the media are handled by the Investor Relations Function, under the responsibility of the Chief Executive Officer.

On the occasion of large meetings with financial analysts and/or institutional investors, the Company:

- shall communicate in advance to the regulatory authorities the date, place and topics of the meeting, providing to said authorities the documents made available to the meeting’s attendees no later than the start of the meeting;

- shall concurrently publish the presentations to the financial community on the Company website (www.diasorin.com);

- if the documents supplied contain Insider Information, shall concurrently issue a press release in the manner required by the Consob Regulation15 for communications about Material Events. The same procedure shall be followed in the event of involuntary disclosure of Insider Information.

1.3.7 Meetings with Labor Unions

On the occasion of meetings with labor unions the Company shall ensure than only data and information already communicated to the market are being presented, the considerations that follow being understood.

If in the course of such meetings Insider Information is disclosed to union representatives who are present at the meetings and these representatives are not Company employees or are not bound by a confidentiality obligation, notice thereof shall promptly be given to the

15 See Part III, Title II, Chapter II, of he Consob Regulation (Articles 65 and 65-septies).


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Chief Executive Officer, who shall order the immediate publication of a press release in accordance with the procedure set forth in Article 1.3 of this Procedure.

Differently, if in the course of meetings with union representatives Insider Information is disclosed to union representatives who are present at the meetings and these representatives are Company employees or are bound by a confidentiality obligation, the Company must nevertheless adopt the following measures:

(i) it shall disclose to the public, with the modalities required for the publication of press releases concerning Material Events (see Section 1.3.2 earlier in this Protocol) the information concerning the abovementioned issues, if it is reasonable to believe this information could have a material impact on the prices of the Company’s securities;

(ii) it shall inform the public, in response to rumors published in the press about the true nature of the issues discussed with the union representative, even in the absence of material changes in the market price of the Company’s securities.

Violations of the Procedure

Without prejudice to the criminal and administrative consequences of unlawful conduct,16 the failure to comply with the requirements of this Procedure and the provisions of current statutes by the Procedure’s Intended Recipients may entail, in addition to the penalties provided under the applicable laws, the following consequences:

(i) for employees, imposition by the relevant Company functions of the disciplinary penalties provided under current laws and in accordance with the applicable collective bargaining agreements;

(ii) for external associates, termination of the employment or consulting contract by means of a written communication sent by the Corporate Counsel and Corporate Affairs Department, in accordance with the terms and conditions of the corresponding contracts;

(iii) for Directors and Statutory Auditors, communication by the Internal Auditing Function to the Board of Directors and the Board of Statutory Auditors, respectively, so that they may adopt the most appropriate measures.

16 In the event of violations of the provisions of this Procedure that involve the failure to comply with the

disclosure requirements to the public and the Consob, a fine from 5,000.00 euros to 500,000,00 euros referred

to in Article 193, Section 1, of the TUF shall be applied, with the terms and modalities set forth therein. If the

abovementioned violations entail a failure to comply with the MTA Regulations and/or the Instructions, the

verification required pursuant to Article 2610 and following articles of the MTA Regulation shall also be

applicable. The abuse of insider information and market manipulation constitute criminal violations (Articles

184-187 of the TUF) and administrative violations (Articles 187-bis, 187-ter, 187-quarter and 187-sexies of

the TUF) and could cause the Company to be held administratively liable pursuant to Article 187-quinquies of

the TUF and Article 25-sexies of Legislative Decree No. 231/2001, as amended.


16

Final Provisions

The Company’s Board of Directors shall be in charge of and responsible for updating and/or integrating the provisions of this Procedure, acting upon a recommendation by the Chairman or the Chief Executive Officer and the Manager of the Corporate Counsel and Corporate Affairs Department, taking into account any applicable statutory or regulatory provisions, the experience gained through the implementation of the Procedure and market practices that may have become established in this area. Should it become necessary to update and/or integrate individual provisions of this Procedure due to amendments to the applicable laws or regulations or in response to specific requests by supervisory authorities and in demonstrably urgent cases, this Procedure may be amended and/or integrated by the Chairman, the Chief Executive Officer or the Secretary to the Board of Directors, duly empowered by the Chairman and the Chief Executive Officer, provided the amendments and/or integrations are ratified by the Board of Directors at its next meeting.

Any amendments shall be communicated to the Country Managers and, in any event, to the legal representatives of the Subsidiaries and, specifically, to each manager responsible for the implementation of this Procedure by the Subsidiaries.

The statutory, regulatory and corporate governance rules applicable to publicly traded companies shall be deemed to be applicable and cited with regard to any matters not expressly covered by this Procedure.