Comer Industries S p A : EXPLANATORY REPORT ON REMUNERATION AND COMPENSATION POLICY

Comer Industries S.p.A.

Via Magellano 27 - 42046 Reggiolo (RE)

Registered in the Reggio Emilia Business Register no. 07210440157

Share Capital 18,487,338.60 euros subscribed and paid-up

Tax code 07210440157 - VAT no. IT 01399270352

EXPLANATORY REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSALS ON THE AGENDA OF THE ORDINARY SHAREHOLDERS' MEETING OF April 23, 2024

3RD ITEM ON THE AGENDA

Report prepared pursuant to Article 125-ter of Italian Legislative Decree no. 58 of February 24, 1998, as amended ("TUF").

Comer Industries S.p.A.

Via Magellano 27 - 42046 Reggiolo (RE) Italy -

www.comerindustries.com- Email:[e-mail]: [phone] - Fax: [phone]

Reg. Reggio Emilia Business Register no. 07210440157 - Share Capital 18,487,338.60 euros fully paid-up - Tax Code 07210440157 - VAT code IT

01399270352

3. REPORT ON THE REMUNERATION POLICY AND THE COMPENSATION PAID: APPROVAL OF THE REMUNERATION POLICY AND THE COMPENSATION PAID PURSUANT TO ART. 123-TER, PARAGRAPH 3- TER, OF ITALIAN LEGISLATIVE DECREE NO. 58/1998.

Dear Shareholders,

The Board of Directors of Comer Industries has called you to the Ordinary Shareholders' Meeting to present the Report on the Remuneration Policy and the Compensation Paid ("Report on Remuneration" or "Report") prepared pursuant to Article 123-ter of Italian Legislative Decree 58/1998 ("TUF") and Article 84-quater of Consob Regulation no. 11971/1999 ("Issuers' Regulation") and drafted in accordance with Annex 3A, Schedule 7-bis of said Issuers' Regulation.

The Remuneration Report is divided into the following sections:

1. Section I - in accordance with Articles 123-ter of the TUF and 9-bis of the Directive - outlines the Company's policy on the remuneration of members of the board of directors, general managers, and other executives with strategic responsibilities, and, without prejudice to the provisions of Article 2402 of the Italian Civil Code, members of the Company's board of statutory auditors, as well as the procedures used for the adoption, review, and implementation of this policy. The aforementioned remuneration policy has a duration of one year.
2. Section II details the compensation paid to each of the directors and statutory auditors by name, and in aggregate the compensation paid to other key management personnel:

• It provides an adequate, clear, and understandable representation of each of the items that make up the remuneration, including the packages provided in the event of termination of office or employment, highlighting their compliance with the relevant policy and the ways in which the remuneration contributes to the Company's long-term results.
• It details the compensation paid in the fiscal year in question for any reason and in any form by the company and its subsidiaries or affiliates, pointing out any components of said compensation that relate to activities carried out in prior fiscal years, also noting the compensation to be paid in one or more subsequent fiscal years for the work done in the fiscal year in question, possibly indicating an estimated value for the components that cannot be objectively quantified in the financial year under review.

The Remuneration Report also contains the information required pursuant to Article 84- quater of Consob Regulation no. 11971/1999 on the shareholdings held in the Company and its subsidiaries by members of the governing and control bodies, general managers, and other executives with strategic responsibilities, as well as spouses who are not legally separated and minor children, either directly or through subsidiaries, trust

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companies, or intermediaries as resulting from the shareholders' register, communications received, and other information acquired from such members of the governing and control bodies, general managers, and executives with strategic responsibilities.

The Remuneration Report will be made available to the public at the Company's headquarters, will be posted within the terms of the law on the Company's website at www.comerindustries.com (Governance, Shareholders' Meeting section), and will also be available on the authorized "E-Market storage" mechanism, which can be accessed at www.emarketstorage.it.

Remember that pursuant to Article 123-ter, paragraph 3-bis, of the TUF, the shareholders will be called upon to vote for or against Section I of the Remuneration Report, with a binding resolution pursuant to Article 123-ter, paragraph 3-ter, of the TUF.

The result of the vote will be made available to the public within the terms of the law pursuant to Articles 123-ter, paragraph 6, and 125-quater, paragraph 2, of the TUF.

In light of the above, the Board of Directors submits for your approval the following

Proposed resolution

"Having examined the policy on remuneration and compensation paid prepared by the Board of Directors pursuant to Article 123-ter of Italian Legislative Decree no. 58/1998, the Ordinary Shareholders' Meeting of Comer Industries S.p.A.

resolves

1. to approve the remuneration policy pursuant to Article 123-ter, paragraph 3-ter, of Italian Legislative Decree no. 58/1998 and to all other effects of the law and regulations, and therefore with binding resolution."
2. • * * *

Reggiolo, March 14, 2024

For the Board of Directors

The Chairman

Matteo Storchi

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