Comer Industries S p A : EXPLANATORY REPORT OF THE BOARD OF DIRECTORS ON THE ALLOCATION OF THE ANNUAL RESULT

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

2ND 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- 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

2. ALLOCATION OF THE PROFIT FOR THE YEAR. RELATED AND CONSEQUENT RESOLUTIONS.

Dear Shareholders,

On March 13, 2024, the Company's Board of Directors approved the draft financial statements at December 31, 2023, which show a net profit of 40,701,615.86 euros. On this point, please refer to the details in the explanatory notes to the financial statements prepared by the Company's Board of Directors.

The Board of Directors therefore proposes allocating the profit of 40,701,615.86 euros as follows:

1. dividend of 1,25 euros for each share, corresponding to a total value of 35,847,612.50 euros, calculated on the basis of the number of shares outstanding at the draft financial statements approval date (i.e. 28,678,090)
2. Extraordiary Reserve for a total value of 4,854,003.36 euros.

The distribution of a dividend of 1,25 euros per share will take place with an ex-date of 13 May 2024 and payment date of 15 May 2024. In this case, all those registered as Comer Industries shareholders at the end of the accounting day of 14 May 2024 (record date) will be entitled to the dividend.

Pursuant to art. 2426, n. 8-bis of the Civil Code, it is then necessary to proceed with the reclassification of the reserve for profits on unrealized exchange rates indistributable to the extraordinary reserve for an amount of Euro 2,196,611.45 following the realization of the exchange rate differences.

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

Proposed resolution

"Having heard the Chair's statement, having examined the financial statements as of December 31, 2023, in the draft submitted by the Board of Directors which closed with a net profit of 40,701,615.86 euros, and the report of the Board of Directors, and having taken note of the Report of the Board of Statutory Auditors and the Report of the Independent Auditors, the Shareholders' Meeting of Comer Industries S.p.A.

resolved

1. To allocate the profit for the year of 40,701,615.86 euros as follows:
2. • dividend of 1,25 euros for each share, corresponding to a total value of 35,847,612.50 euros, calculated on the basis of the number of shares outstanding at the draft financial statements approval date (i.e. 28,678,090);
   • Extraordiary Reserve for a total value of 4,854,003.36 euros;

2

1. to approve the reclassification to extraordinary reserve of an amount of Euro 2,196,611.45 of the reserve for unrealized exchange gains (recorded in the draft financial statements for a total of Euro 4,199,664.90 and which will remain at Euro 2,003,053.45 );
2. grant the Chair of the Board of Directors and Chief Executive Officer the broadest powers to implement the aforementioned resolutions."

* * * *

Reggiolo, March 14, 2024

For the Board of Directors

The Chairman

Matteo Storchi

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