SORIN S.p.A. ORDINARY AND EXTRAORDINARY MEETING OF THE SHAREHOLDERS. 27 APRIL 2011 (first session) 28 APRIL 2011 (second session)

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1 SORIN S.p.A. ORDINARY AND EXTRAORDINARY MEETING OF THE SHAREHOLDERS 27 APRIL 2011 (first session) 28 APRIL 2011 (second session) Directors' report regarding the matters placed on the agenda for the shareholders' meeting; report prepared pursuant to Article 125-ter, Paragraph 1 of Legislative Decree n. 58 of February 24, 1998 and Article 72, Paragraph 1 of the Issuer Regulations adopted by CONSOB with Resolution n of 14 May 1999, as subsequently supplemented and amended. SORIN S.p.A. Registered office: Via Benigno Crespi n. 17, Milan, Italy - Capital stock: Euro 470,731, Milan Register of Businesses, Fiscal Code and VAT: n of 9

2 Board of Directors Chairman Rosario Bifulco (EC) Vice Chairman Giovanni Pavese (CC) CEO André-Michel Ballester (EC) Directors Claudio Albertini Giuliano Asperti (ICC and RPTC) (*) Paolo Baessato (ICC, CC and RPTC) (*) Andrea Bovone (EC) Giorgio Fossa (*) Pietro Guindani (CC) (*) Ettore Morezzi (*) Enzo Nicoli Luigi Ragno (RPTC) (*) Francesco Silva Maximum Tononi (EC) Claudio Agostino Zulli (ICC) Board of Statutory Auditors Chairman Cesare Piovene Porto Godi Statutory Auditors Paolo Gualtieri Andrea Zaglio Independent Auditors Reconta Ernst & Young S.p.A. (EC) Member of the Executive Committee (CC) Member of the Compensation Committee (ICC) Member of the Internal Control Committee (RPTC) Member of the Related Party Transactions Committee (*) Independent Director 2 of 9

3 SORIN S.P.A. Registered office: Via Benigno Crespi n. 17, Milan, Italy Capital stock: Euro 470,731, Milan Register of Businesses: n CONVOCATION OF SHAREHOLDERS' MEETING The persons entitled to attend are invited to the ordinary and extraordinary meeting of the shareholders scheduled on April 27, 2011 at 10:00 a.m. at the Company's registered office at Via Benigno Crespi n. 17, Milan, Italy; the second session of the meeting has been scheduled for April 28, 2011, at the same time and place. The meeting has been convened in order to deliberate on the following: Agenda: Ordinary part 1. Financial statements as of December 31, 2010 and report on operations. Resolutions inherent and consequent thereto. Extraordinary part: 1. Proposed amendment of Article 8 of the by-laws. Resolutions inherent and consequent thereto. In view of the composition of the Company's shareholder base, at this point, it is contemplated that the valid constitution of the shareholders' meeting and the passage of resolutions will be possible during the second session (April 28, 2011, at 10:00 a.m.). The persons who hold the voting right for whom special notices have been issued by an authorized intermediary pursuant to the law and the by-laws, and who are holders of the shares on the basis of the evidence related to the end of the accounting day of the seventh market trading day prior to the date of the first session of the meeting (i.e. April 14, 2011) shall be entitled to participate at the meeting; the persons who are holders of the Company's shares subsequent to such date will not be entitled to participate in the meeting or to vote. Any shareholder may be represented at the meeting through a written proxy, barring the incompatibilities and limitations as provided by prevailing laws and regulations. For this purpose, the holders of the voting right may make use of the facsimile available on the Internet site ( Any shareholder may also make use of the option, as provided by the by-laws, of providing notice of the proxy by electronic mail (sorin@legalmail.it) with the means indicated on the Company's Internet site ( or by a registered, return-receipt letter to the Company's registered office. The proxy, with voting instructions, may also be given to the company, Omniservizi Finanziari ed Amministrativi S.r.l., designated by the Company pursuant to Article 135-undecies of Legislative Decree n. 58 of February 24, 1998 ( Consolidated Law on Finance ), through the sending of the original proxy via registered mail to the registered office of the same at Via Circonvallazione 5, Banchette (Turin) Italy, or through electronic mail to the certified mail box (Assemblea.sorin@legalmail.it), on or before the end of the second market trading day prior to the date set for the first session of the meeting (i.e. on or before April 21, 2011). Such proxy must be conferred through the special proxy form available on the Company's Internet site. The proxy does not have any effect with regard to the proposals for which voting instructions have not been conferred. The proxy and the voting instructions are revocable within the term indicated above. In accordance with the Article 127-ter of the Consolidated Law on Finance, the shareholders may submit questions to be placed on the meeting agenda, including prior to the meeting, but by the end of the second market trading day preceding the date set for the meeting (i.e. on or before April 21, 2011) through the sending of a registered letter to the Company's registered office or through the sending of an electronic mail message to the address sorin@legalmail.it, accompanied by the intermediary's related certification indicating proof of shareholder status; the certification is nonetheless not necessary should the intermediary's notice needed for the shareholder's participation 3 of 9

4 in the meeting have already been received by the Company. The response to the questions will be given at the latest during the meeting. In accordance with the Article 126-bis of the Consolidated Law on Finance, the shareholders who represent, including jointly, at least one fortieth of the share capital may request, within 10 days of the publication of the notice convening the shareholders' meeting, the supplementation of the list of matters on the meeting agenda, indicating in the request the other issues that they propose. The requests must be presented in writing, accompanied by the intermediary's related certification proving ownership of the number of shares needed for the presentation of the request. The shareholders who request supplementation of the meeting agenda are to prepare a report on the matters that they propose to discuss. The report is delivered to the administrative body by the deadline for the presentation of the request for supplementation. Supplementation of the list of matters to be discussed is not admitted for the following matters: matters for which the shareholders' meeting deliberates, pursuant to the law, upon the proposal of the directors or on the basis of a plan or report prepared by the directors, different from those referenced in Article 125-ter, Paragraph 1 of the Consolidated Law on Finance. The questions must be presented via the sending of a registered letter to the registered office of Sorin S.p.A. The capital stock subscribed and paid is 470,731,144.00, consisting of 470,731,144 common shares with a par value of 1.00 each, each of which gives the right to one vote at the shareholders' meeting. *** The documentation in relation to the meeting agenda, the full texts of the resolutions proposed, together with the related reports, as provided by prevailing laws and regulations, and the other information referenced in Article 125- quater of the Consolidated Law on Finance are made available to the public at the Company's registered office and are published on the Company's Internet site ( and will be made available to Borsa Italiana S.p.A. in accordance with the terms indicated by the law. The shareholders have the option of obtaining a copy of the documentation filed. More specifically, the following documents will be made available: (i) the reports of the Directors on the extraordinary part of the meeting, at least 21 days prior to the shareholders' meeting, pursuant to Article 125- ter of the Consolidated Law on Finance and Article 72 of the Issuer Regulations; and (ii) the financial report and the other documents referenced in Article 154-ter of the Consolidated Law on Finance, at least 21 days prior to the shareholders' meeting. Reference should be made to the Company's Internet site ( as well as to the Investor Relations area for any information needed regarding the shareholders' meeting. For the Board of Directors Rosario Bifulco Chairman 4 of 9

5 Ordinary part 1. Financial statements as of December 31, 2010 and report on operations. Resolutions inherent and consequent thereto. To the Shareholders: In relation to the first matter on the meeting agenda, you are requested to examine the Directors' report on operations, and the draft of the holding-company and consolidated financial statements for the fiscal year of The aforementioned documents, along with the reports of the Board of Statutory Auditors and the independent auditors, have been sent to Borsa Italiana S.p.A., and have been made available to the public at the Company's registered office at Via Benigno Crespi 17, Milan, Italy, in accordance with the terms specified by the law. The annual financial statements for the Company as of December 31, 2010 were closed with earnings of 9,989,671, that we propose to allocate as follows: 499,484 to the legal reserve and 9,490,187 to retained earnings. Proposed Resolution The meeting of the shareholders of Sorin S.p.A. - having noted the report of the Directors and having examined the financial statements as of December 31, 2010; - having noted the report of the Board of Statutory Auditors; - having noted the report of the independent auditors; resolves - to approve the report of the Board of Directors on operations; - to approve the financial statements as of December 31, 2010 as a whole and with respect to the individual accounts; - to allocate the annual earnings of 9,989,671 as follows: 499,484 to the legal reserve and 9,490,187 to retained earnings. 5 of 9

6 Extraordinary part: 1. Proposed amendment of Article 8 of the by-laws. Resolutions inherent and consequent thereto. To the Shareholders: This report, prepared in accordance with Article 125-ter, Paragraph 1 of the Consolidated Law on Finance and, with regard to the proposed amendment of the corporate by-laws, Article 72, Paragraph 1 of the Issuer Regulations, as well as in accordance with the provisions of Exhibit 3A, Schedule n. 3 to the aforementioned Issuer Regulations, is aimed at supplying the information needed about the matters on the agenda of the extraordinary shareholders' meeting convened in order to approve certain changes to the by-laws. The new rules in relation to the exercise of certain rights of the shareholders of publicly traded companies that were introduced by Legislative Decree n. 27 of 27 January 2010 (hereinafter Legislative Decree 27/2010 ), upon the ratification of the EU Directive n. 2007/36/EC, have entailed (i) some changes of an obligatory nature to the by-laws, so as to adjust the by-laws to the new rules, and (ii) other changes of an optional nature left up to the discretionary evaluation of the shareholders' meeting. On 26 October 2010, the Company's Board of Directors directly approved the obligatory changes by virtue of the powers vested with it under Article 12 of the by-laws pursuant to Article 2365, Paragraph 2 of the Italian Civil Code. Upon the occasion of the extraordinary shareholders' meeting, you are called upon to deliberate in relation to several changes of an optional nature that regard Article 8 of the by-laws, as outlined below. In the case of each proposed change, this report gives the text of the by-law provisions in effect and compares with the proposed new text, showing the proposed changes in bold print. It is noted that, in relation to the proposed resolutions, there is no right of withdrawal pursuant to Article 2437 of the Italian Civil Code. Article 8 (Convocation, right to attend and representation at stockholders' meetings) As a result of the changes introduced by Legislative Decree 27/2010 to Article 154-ter of Legislative Decree n. 58 of February 24, 1998 ( Consolidated Law on Finance ), the option of extending the term for the stockholders' meeting's approval of the financial statements for up to 180 days from the close of the year was reintroduced for publicly traded companies, without prejudice to the provisions of the last paragraph of Article 2364 of the Italian Civil Code. Pursuant to the article of the Civil Code, the by-laws may provide a term of more than 120 days for the approval of the company financial statements (in any event, no greater than 180 days), should the company be required to prepare consolidated financial statements or should there be special needs in relation to the Company's structure and purpose. Having considered that the Company is required to prepare consolidated financial statements, it is proposed that Article 8 of the by-laws be amended to reintroduce the possibility of approving the company financial statements within 180 days of the end of the fiscal year. In any case, the obligation remains to approve and publish the draft of the financial statements within 180 days from the close of the fiscal year, as provided by the first paragraph of Article 154-ter of the Consolidated Law on Finance. Furthermore, pursuant to the first paragraph of Article 2369 of the Italian Civil Code, the by-laws of publicly traded companies may exclude the reliance on subsequent convocations, by providing that the stockholders carry out in one meeting, to which the majorities provided for the second session shall apply in the case of ordinary meetings and to which the majorities set for the meetings convened after the second session shall apply in the case of extraordinary meetings. In order to simplify the proceedings for convening the stockholders' meeting, it is proposed that the by-laws be modified by providing that, even though the stockholders' meeting is normally held after more than one convocation, the Board of Directors may establish, should it deem it appropriate, that the stockholders' meeting is held in one session. In virtue thereof, the Board of Directors, as part of its discretionary powers, may evaluate whether it will 6 of 9

7 make use of the mechanism of multiple convocations, or a single convocation, providing in the latter case specific indication thereof in the notice convening the stockholders' meeting. Finally, as a result of the changes introduced by Legislative Decree 27/2010 to Article 127 of the Consolidated Law on Finance, it is possible to add to the by-laws a provision for the possibility of expressing a vote not only by correspondence but also by electronic means, without prejudice to the provisions of Article 2370, Paragraph 4 of the Italian Civil Code. It is thus proposed that the corporate by-laws be supplemented by vesting the Board of Directors, as part of its discretionary powers, with the power to evaluate whether to activate procedures for making it possible to express votes by electronic means, providing specific indication thereof in the notice convening the stockholders' meeting. Article 8 (Convocation, right to attend and representation at stockholders' meetings) Text in effect The ordinary stockholders' meeting is convened at least once a year, within 120 days after the end of the fiscal year, pursuant to and for the effects of the final paragraph of Article 2364 of the Italian Civil Code. The stockholders' meeting may be convened anywhere in Italy, including at locations outside of the municipality where the Company's registered office is located. Without prejudice to the other convocation powers provided by the law, the stockholders' meeting must be promptly convened by the Board of Directors whenever a request therefor has been made by stockholders representing at least one twentieth of the capital stock and the request indicates the matters to be put on the meeting agenda. The rights to attend and to be represented Article 8 (Convocation, right to attend and representation at stockholders' meetings) - Proposed text The ordinary stockholders' meeting is convened at least once a year, within 120 days after the end of the fiscal year, pursuant to and for the effects of the final paragraph of Article 2364 of the Italian Civil Code, or within 180 days as long as the Company is required to prepare consolidated financial statements, or when there are special needs in relation to the Company's structure and purpose that require it. The stockholders' meeting may be convened anywhere in Italy, including at locations outside of the municipality where the Company's registered office is located. The ordinary and extraordinary meetings of the stockholders are normally held following two or more convocations. The Board of Directors may establish however, should it deem it appropriate, and by providing explicit communication thereof in the notice of the convocation, that both the ordinary stockholders' meeting and the extraordinary stockholders' meeting are held following a single convocation. Without prejudice to the other convocation powers provided by the law, the stockholders' meeting must be promptly convened by the Board of Directors whenever a request therefor has been made by stockholders representing at least one twentieth of the capital stock and the request indicates the matters to be put on the meeting agenda. The rights to attend and to be represented 7 of 9

8 at stockholders' meetings are governed by the law The notification to the Company of the proxy for participation in the stockholders' meeting may also be made through the sending via electronic mail of the document indicated in the notice of the meeting. at stockholders' meetings are governed by the law. The Board of Directors has the power to allow, for any individual stockholders' meeting, the expression of the voting right via electronic means, indicating the related procedures in the notice convening the meeting. The notification to the Company of the proxy for participation in the stockholders' meeting may also be made through the sending via electronic mail of the document indicated in the notice of the meeting. * * * Should you be in agreement with the proposal, you are asked to approve the following resolutions: The extraordinary meeting of the shareholders of Sorin S.p.A. - Having examined the report of the Board of Directors and the proposals contained therein; resolves 1. To approve the changes to Article 8 of the corporate by-laws, as reported below: Article 8 (Convocation, right to attend and representation at stockholders' meetings) Article 8 (Convocation, right to attend and representation at stockholders' meetings) Text in effect meetings) - Proposed text The ordinary stockholders' meeting is convened at least once a year, within 120 days after the end of the fiscal year, pursuant to and for the effects of the final paragraph of Article 2364 of the Italian Civil Code. The stockholders' meeting may be convened anywhere in Italy, including at locations outside of the municipality where the Company's registered office is located. Article 8 (Convocation, right to attend and representation at stockholders' The ordinary stockholders' meeting is convened at least once a year, within 120 days after the end of the fiscal year, pursuant to and for the effects of the final paragraph of Article 2364 of the Italian Civil Code, or within 180 days as long as the Company is required to prepare consolidated financial statements, or when there be special needs in relation to the Company's structure and purpose that require it. The stockholders' meeting may be convened anywhere in Italy, including at locations outside of the municipality where the Company's registered office is located. The ordinary and extraordinary meetings of the stockholders are normally held 8 of 9

9 Without prejudice to the other convocation powers provided by the law, the stockholders' meeting must be promptly convened by the Board of Directors whenever a request therefor has been made by stockholders representing at least one twentieth of the capital stock and the request indicates the matters to be put on the meeting agenda. The rights to attend and to be represented at stockholders' meetings are governed by the law The notification to the Company of the proxy for participation in the stockholders' meeting may also be made through the sending via electronic mail of the document indicated in the notice of the meeting. following two or more convocations. The Board of Directors may establish however, should it deem it appropriate, and by providing explicit notice thereof in the notice of the convocation, that both the ordinary stockholders' meeting and the extraordinary stockholders' meeting are held following a single convocation. Without prejudice to the other convocation powers provided by the law, the stockholders' meeting must be promptly convened by the Board of Directors whenever a request therefor has been made by stockholders representing at least one twentieth of the capital stock and the request indicates the matters to be put on the meeting agenda. The rights to attend and to be represented at stockholders' meetings are governed by the law. The Board of Directors has the power to allow, for any individual stockholders' meeting, the expression of the voting right via electronic means, indicating the related procedures in the notice convening the meeting. The notification to the Company of the proxy for participation in the stockholders' meeting may also be made through the sending via electronic mail of the document indicated in the notice of the meeting. 2. To vest the Chairman and the CEO or other managing directors serving in office pro tempore, including severally and possibly through special proxies, every power for fulfilling any formality needed so that the resolutions adopted are registered in the Business Register, accepting and introducing formal modifications that may be required for such registration, and every power for carrying out the legislative and regulatory formalities consequent to the resolutions adopted. Milan, March 17, 2011 For the Board of Directors Rosario Bifulco Chairman 9 of 9