Comer Industries S p A : INFO MEMO LONG TERM INCENTIVE PLAN "LTIP"

INFORMATION DOCUMENT RELATING TO THE INCENTIVE PLAN - STRUCTURED IN

THE MIXED FORM OF CASH AND PERFORMANCE SHARES - CALLED

"COMER INDUSTRIES 2024-2026LONG-TERM INCENTIVE PLAN"

SUBMITTED FOR APPROVAL OF THE ORDINARY SHAREHOLDERS' MEETING ON APRIL

23, 2024, IN A SINGLE CALL

(drafted pursuant to Article 114-bis of Italian Legislative Decree 58/98 and Article 84-bis, paragraph 1, of the Regulations adopted by Consob Resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented)

March 13, 2024

Comer Industries S.p.A.

Via Magellano, 27 - 42046 Reggiolo (RE) Italy -

www.comerindustries.com- E-mail:[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

INTRODUCTION

This information document ("Information Document") - prepared in accordance with Article 84-bis of Consob Regulation no. 11971/1999 as amended ("Issuers' Regulation"), as well as in accordance with the indications contained in Scheme 7, Attachment 3A, of the same Issuers' Regulation - concerns the proposed adoption of the incentive plan called "Comer Industries 2024-2026Long-Term Incentive Plan" ("Plan") approved by the Board of Directors of Comer Industries S.p.A. ("Comer Industries" or "Company") on March 13, 2024.

The Plan is structured in the mixed form of "cash/performance shares" and provides for the free allocation of an amount of cash and a certain number of the Company's ordinary shares to the Chairman and Chief Executive Officer of Comer Industries, as well as executives including those with strategic responsibilities and managers who are key resources of the Company and/or its subsidiaries ("Subsidiaries" and, together with Comer Industries, "Group"), and also other employees, upon the achievement of the performance goals that will be defined and quantified by the Board of Directors of Comer Industries, with the aim of incentivizing and retaining the Group's key persons, as well as aligning the interests of these persons with those of the shareholders in the medium to long term, supporting the achievement of the Company's medium- to long-term strategic business objectives.

Note that the Plan is to be considered of "particular relevance" pursuant to Article 114-bis, paragraph 3, of the TUF and Article 84-bis, paragraph 2, of the Issuers' Regulation, as it is also aimed at the Chief Executive Officer, as well as executives with strategic responsibilities of the Company and Subsidiaries.

The proposal to adopt the Plan will be submitted for approval to the Ordinary Shareholders' Meeting of Comer Industries convened for April 23, 2024 in a single call ("Shareholders' Meeting"), as item 7 on the agenda. Therefore: (i) the Information Document is prepared solely on the basis of the proposal for the adoption of the Plan approved by the Board of Directors of Comer Industries on March 13, 2024, upon the proposal of the Company's Appointments and Remuneration Committee; (ii) any reference to the Plan contained in the Information Document shall be deemed to refer to the resolutions and proposal for the adoption of the Plan referred to in point (i) above.

The Information Document is available to the public at the Company's headquarters, as well as on the website www.comerindustries.comand from the authorized "E-Market storage" system (www.emarketstorage.it), and will be updated as necessary and within the terms and in the manner prescribed by the regulations in force from time to time if the proposal for the adoption of the Plan is approved by the Shareholders' Meeting and in accordance with the contents of the resolutions passed by such Shareholders' Meeting and by the bodies and/or parties responsible for implementing the Plan.

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DEFINITIONS

In addition to terms otherwise defined in this Information Document, the following terms, where capitalized, shall have the meanings set forth below, it being understood that terms and expressions defined in the singular shall also be understood as defined in the plural.

Shareholders' Meeting	The shareholders' meeting of Comer
	Industries (as defined below) convened for
	April 23, 2024 in a single call among other
	things to approve the Plan pursuant to
	Article 114-bis of the TUF.
Shares	The Company's ordinary shares, with no par
	value and regular dividend rights, listed on
	Euronext Milan.
Shares Granted	The number of Shares granted to each
	Grantee on the Grant Date, as will be set
	forth in the Grant Letter (as defined below).
Shares Vested	The number of Shares that each Grantee will
	be entitled to receive under the Plan,
	determined according to the achievement of
	the Performance Objectives, as will be
	envisaged in the Rules.
Bad Leaver	The termination of the Relationship (as
	defined below) in a manner other than as a
	Good Leaver envisaged in the Rules.
Grantees	The Chairman and Chief Executive Officer of
	the Company, as well as executives including
	with strategic responsibilities and managers
	who are key resources of the Company
	and/or Subsidiaries, and also to other
	employees, as identified under the Rules (as
	defined below) as grantees of the Plan.
Bonus	The cash amount Grantees may receive as
	an incentive under the Plan, as will be
	envisaged in the Rules.
Bonus Granted	The amount of Bonus granted to each
	Grantee, on the Grant Date, as will be
	indicated in the Grant Letter.
Bonus Accrued	The amount of the Bonus that each Grantee
	will be entitled to receive under the Plan,
	determined according to the achievement of

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				the Performance Objectives, as will be
				envisaged in the Rules.
Borsa Italiana		Borsa Italiana S.p.A. with headquarters in
				Milan, Piazza degli Affari 6.
Clawback			The clause providing for the possibility of
				demanding that Grantees fully or partially
				return the bonus paid if among other things
				the bonus is paid based on data that are later
				found to be manifestly erroneous or
				maliciously altered, as will be envisaged in
				the Rules.
Comer Industries or Company	Comer Industries S.p.A., headquartered in
				Reggiolo (RE), Via Magellano 26, registered
				with the Reggio Emilia Company Register,
				Tax code and VAT no. 07210440157.
Committee			The	Company's	Appointment	and
				Remuneration Committee.
Board of Directors or Board	The Company's Board of Directors.
Subsidiaries			Indistinctly, each of the companies directly
				or indirectly controlled by the Company from
				time to time pursuant to Article 2359 of the
				Italian Civil Code or 93 of the TUF.
Date	of	the	Information	The date of approval of the Information
Document			Document by the Company's Board of
				Directors.
Grant Date			The date on which the Board of Directors, or
				the body and/or parties delegated thereby,
				upon the proposal of the relevant
				Committee, having verified the achievement
				of the Performance Objectives (as defined
				below), shall identify the Grantees and the
				amount of the Shares Granted and the
				Bonus Granted to them.
Information Document	This information document prepared in
				accordance with Article 84-bis, first
				paragraph, of the Issuers' Regulation, with
				the guidance contained in Schedule 7,
				Attachment 3A, of said Regulation.

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Euronext Milan	Refers to the regulated market organized
	and managed by Borsa Italiana.
Good Leaver	The termination of the Relationship following
	dismissal, resignation, failed renewal of
	office or function, death or permanent
	disability, as specified in the Rules.
Group	The Company and its Subsidiaries.
Lock-up	The period of time commencing from the
	actual delivery to the grantees of the Shares
	Earned during which the Grantees are
	prohibited from selling 50% of the Shares
	Earned, with the exception of the Shares
	that may be subject to sale to cover the tax
	liability arising from the grant itself.
Performance Objectives	The objectives upon the achievement of
	which the Grantees' right to obtain the
	Bonus Granted and the Shares Granted
	accrues, as set forth in the Rules, as
	indicated in Paragraph 2.2.
Performance Period	For each of the three cycles of the Plan, the
	three-year period of reference in relation to
	which the Performance Objectives are set
	and verified, elapsing between the Grant
	Date and December 31 of each year of
	reference. For clarity: (i) the Performance
	Period of the 1st cycle of the Plan
	corresponds to fiscal years 2024-2026 and
	closes on December 31, 2026, (ii) the
	Performance Period of the 2nd cycle of the
	Plan corresponds to fiscal years 2025-2027
	and closes on December 31, 2027, and (iii)
	the Performance Period of the 3rd cycle of
	the Plan corresponds to fiscal years 2026-
	2028 and closes on December 31, 2028.
Remuneration Policy	The Remuneration Policy of Comer
	Industries defined and approved by the
	Company's Board of Directors on March 13,
	2024, with the support of the Committee,
	and submitted pursuant to Article 123-ter of
	the TUF to the Shareholders' Meeting for
	approval.

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Plan	The proposal for the adoption of the
	Company's incentive plan called "Comer
	Industries 2024-2026Long-Term Incentive
	Plan" approved by the Company's Board of
	Directors on March 13, 2024, upon the
	proposal of the Company's Committee, and
	which will be submitted to the Shareholders'
	Meeting for approval pursuant to Article 114-
	bis of the TUF.
Relationship	As the case may be, an existing employment
	or directorship relationship with the
	Company or a Subsidiary, or an employment
	relationship (or otherwise an equivalent
	relationship under the regulations applicable
	from time to time) with the Company or a
	Subsidiary.
Rules	The Rules are concerned with defining the
	criteria,	methods,	and	terms	of
	implementation of the Plan, which will be
	approved by the Board of Directors following
	the Shareholders' Meeting's approval of the
	resolution referred to in the Information
	Document.
Issuers' Regulation	The regulation adopted by Consob in
	Resolution no. 11971 of May 14, 1999.
Fixed Remuneration	The fixed salary as of the Grant Date paid to
	the grantee, understood as only the fixed
	salary for the positions held or the gross
	annual salary not including any variable
	bonuses.
Grant Letter	The letter to be delivered by the Company to
	the Grantees on the Grant Date, with the
	Rules attached, the signing and delivery of
	which to the Company by the Grantees shall,
	for all purposes of the Rules, constitute their
	full and unconditional acceptance of the
	Plan.
TUF	Italian Legislative Decree no. 58 of February
	24, 1998, the Consolidated Law on Finance.

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1. RECIPIENTS

1. The names of the recipients who are members of the board of directors or management board of the issuer of financial instruments, the issuer's parent companies and the companies directly or indirectly controlled thereby.
2. The categories of employees or contractors of the issuer of financial instruments and the parent or contracted companies of that issuer.

The Plan is addressed to the Company's Chairman and Chief Executive Officer, as well as executives, including those with strategic responsibilities, managers who are key resources of the Company and/or Subsidiaries, and also other employees, who will be identified by the Board of Directors from among those individuals who hold or perform key roles or functions and for whom an incentive and loyalty program is justified, with a view to creating value in the medium to long term.

As of the Date of the Information Document, it is not possible to provide an indication of individual grantees by name, as the Plan has not yet been approved by the Shareholders' Meeting, nor have the grantees of the Plan been identified.

If the Plan is approved by the Shareholders' Meeting, the Shareholders' Meeting shall instruct the Board of Directors to determine, in accordance with the procedures and terms set forth in Article 84-bis, paragraph 5, letter a), of the Issuers' Regulation, the number of Grantees and the categories of employees included among such Grantees.

1.3 The names of plan grantees belonging to the following groups:

1. general managers of the issuer of financial instruments;
2. other executives with strategic responsibilities of the issuer of financial instruments that is not "small" pursuant to Article 3, paragraph 1, letter f), of Regulation no. 17221 of March 12, 2010, if during the fiscal year they have received total compensation (calculated by summing monetary compensation and compensation based on financial instruments) greater than the highest total compensation among those awarded to members of the board of directors, or the management board, and general managers of the issuer of financial instruments;
3. natural persons controlling the share issuer, who are employees or collaborate with the share issuer.

With regard to Paragraph 1.3, points a), b) and c), it being understood that the indications required therein are not applicable since, as of the Date of the Information Document, the Plan has not yet been approved by the Shareholders' Meeting and the grantees of the same have not yet been identified within the category of recipients referred to in this Paragraph 1.3, note that as of the Date of the Information Document: (a) the Company does not have one or more general managers, (b) while the Company is not "small," there are no executives with strategic responsibilities of the Company who received total compensation greater than the highest total compensation awarded to members of the Board of Directors during FY 2023, and (c) there are

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no individuals controlling the Company who are employees or who collaborate therewith.

1.4 Description and numerical indication of grantees, separated for the categories indicated in 1.4 a), b) and c) of Attachment 3, Schedule 7, of the Issuers' Regulation

1. executives with strategic responsibilities other than those indicated in letter b) of paragraph 1.3;
2. in the case of "small" companies pursuant to Article 3, paragraph 1, letter f), of Regulation no. 17221 of March 12, 2010, an aggregate sum for all executives with strategic responsibilities of the issuer of financial instruments;
3. any categories of employees or contractors for whom differentiated plan characteristics have been provided (e.g., executives, managers, office workers, etc.).

Not applicable because, as of the Date of the Information Document, the Plan has not yet been approved by the Shareholders' Meeting and the grantees of the Plan have not yet been identified within the category of Recipients referred to in this Paragraph 1.4, letters a) and c). With regard to point b), note that the Company is not "small."

2. REASONS FOR ADOPTING THE PLAN

2.1 Objectives to be achieved through the plan

The Plan is a pillar of the Remuneration Policy as well as a fundamental component of engagement in the medium to long term of key people in the Company and the Group.

Specifically, the Plan aims to: (i) incentivize the retention of resources who can make a decisive contribution to the success of the Company and/or the Group; (ii) foster the loyalty of the Grantees of the Plan in a long-term perspective through personal satisfaction and motivation and by developing their sense of belonging to the Company and/or the Group; (iii) link the grantees' variable remuneration to the achievement of Performance Objectives, to be assessed over a future multi-year time frame, so as to align the Grantees' interests with the pursuit of the priority objective of creating value for shareholders in a long-term perspective, through careful management of business risks and the pursuit of multi-year programs and projects, also having regard to sustainable growth.

Indeed, among other things the Plan proposes to extend the time horizons of the decision- making processes of key corporate actors for the Company and/or the Group (so-called long term perspective), promoting the alignment of the interests of the latter with those of the Company's shareholders over a multi-year time horizon; all through the awarding of incentives to the Grantees, the payment of which is subject to the achievement of certain performance objectives during the Performance Period and subject to a holding period (i.e., lock-up).

The Plan has three cycles of Share and Bonus grants (i.e., 2024-2026,2025-2027,2026-2028), each with a three-year Performance Period. With regard to the overall duration of the Plan, see

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also Paragraph 4.2 below.

The Shares serving the Plan will consist of Shares directly or indirectly held by the Company, purchased or to be purchased pursuant to Article 2357 et seq. of the Italian Civil Code.

The Grantees and the amount of the Shares Granted and Bonus Granted to each of the Grantees will be discretionally and unquestionably determined by the Board of Directors, or a person delegated thereby, having regard to the strategic relevance of the respective position held and the levels of Fixed Remuneration received annually, ensuring an overall competitive level of remuneration.

2.2 Key variables, including in the form of performance indicators considered for the purpose of awarding the plan based on financial instruments

The Plan provides that the Grantees will be granted a certain number of Shares and a Bonus, defined taking into account the levels of Fixed Remuneration and subject to the achievement of the Performance Objectives to be determined by the Board of Directors when approving the Rules.

In fact, the Plan stipulates that the right to receive the Shares and Bonus is subject to the achievement of performance conditions consisting of typical financial management objectives (i.e., Consolidated EBITDA), also taking into consideration environmental, social, and governance aspects (so-called ESG factors or even just "ESG"), and in particular the ESG factor related to the intensity of CO2 emissions, as shown in the following table.

Objectives	Weight	Min	Target	Max
Consolidated EBITDA	90%	95%	100%	100%
ESG: intensity of CO2 emissions	10%	90%	100%	100%

The assessment of the achievement of the Performance Objectives for the determination of the number of Shares and Bonus to be granted for each Plan cycle will be made by the Board of Directors based on the guidance provided by the Committee, at the time of the approval of the consolidated financial statements as of December 31, 2026, December 31, 2027, and December 31, 2028.

More detailed information will be provided in the Plan's implementation phase, in the manner set forth in Article 84-bis, paragraph 5, letter a), of the Issuers' Regulation and the regulations in force from time to time.

2.3 Elements underlying the determination of the amount of compensation based on financial instruments, i.e., the criteria for its determination

On the Grant Date, the Board of Directors will identify the Grantees, as well as the amount of Shares Granted and Bonus Granted to each. Each of the Grantees will be given the Grant Letter, where the amount of Shares Granted and/or Bonus Granted will be indicated, according to the criteria below.

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The amount of the Shares Granted and the Bonus Granted will correspond to a percentage of the Fixed Remuneration paid to each Grantee on the Grant Date. This value may be decreased or increased if the Grantee reaches or exceeds the Performance Objective at the end of the Performance Period.

Under the Plan, as stated in Paragraph 2.2, there will be:

• A minimum level of achievement of the Performance Objectives, below which no bonus will be granted; and
• A maximum level of achievement of the Performance Objectives, above which no increase in the bonus will be granted.

The number of Shares Vested and the amount of the Bonus Accrued that each of the Grantees will be entitled to receive shall be determined by the Board of Directors at the end of the Performance Period after consulting the Committee, based on the outcome and verification of the level of achievement of the Performance Objectives.

More detailed information will be provided during the Plan's implementation phase in accordance with Article 84-bis, paragraph 5, letter a), of the Issuers' Regulation (or of the laws and regulations applicable from time to time).

2.4 Reasons for any decision to award compensation plans based on financial instruments not issued by the issuer of financial instruments, such as financial instruments issued by subsidiaries or parents or companies outside the group it belongs to; if the aforementioned instruments are not traded on regulated markets, information on the criteria used to determine their value

Not applicable, as the Plan - for the shares part - is based on the free granting of Company Shares.

2.5 Assessments regarding significant tax and accounting implications that affected the plan's design

There are no significant accounting and tax implications that have affected the Plan's design.

2.6 Possible support for the plan from the Special Fund for the Encouragement of Worker Participation in Enterprises referred to in Article 4, Paragraph 112, of Italian Law no. 350 of December 24, 2003

The Plan does not receive any support from the Special Fund for the Encouragement of Worker Participation in Enterprises referred to in Article 4, paragraph 112, of Italian Law no. 350 of December 24, 2003.

3. APPROVAL PROCESS AND TIMING OF THE GRANTING OF THE FINANCIAL INSTRUMENTS

3.1 Scope of powers and functions delegated by the shareholders' meeting to the board of directors in order to implement the plan.

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