Comer Industries S p A : EXPLANATORY REPORT OF THE BOARD OF DIRECTORS ON THE ANNUAL REPORT 2023

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

1ST 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

1. APPROVAL OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023, ACCOMPANIED BY THE MANAGEMENT REPORT, THE REPORT OF THE BOARD OF STATUTORY AUDITORS AND THE REPORT OF THE INDEPENDENT AUDITORS. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023. PRESENTATION OF THE CONSOLIDATED NON- FINANCIAL STATEMENT (ITALIAN LEGISLATIVE DECREE 254/2016).

RELATED AND CONSEQUENT RESOLUTIONS.

Dear Shareholders,

With regard to the first item on the agenda for the ordinary part, you have been called to the Shareholders' Meeting to approve the financial statements of Comer Industries S.p.A. ("Comer Industries" or "Company") and to acknowledge the consolidated group financial statements for the year ended December 31, 2023, examined by the Board of Directors on March 13, 2024.

The year ended December 31, 2023 closed with a net profit for the year of 40,701,615.86 euros.

The Annual Financial Report at December 31, 2023, containing the financial statements of the Company and the consolidated financial statements, along with the Board of Directors' Management Report and the certification pursuant to Art. 154-bis, paragraph 5 of the TUF, will be made available to the public with the procedures and within the terms of law, in addition to the Report of the Board of Statutory Auditors and the Report of the Independent Auditors. The documentation pursuant to Art. 154-ter of the TUF will be made available to the public at least twenty-one days prior to the date of the Shareholders' Meeting in accordance with legal procedures.

You are also asked to examine the Consolidated Non-Financial Statement of Comer Industries Group pursuant to Italian Legislative Decree 254/2016, the so-called "Sustainability Report", approved by the Board of Directors on March 13, 2024.

For full information and detailed comments, see the Consolidated Non-Financial Statement, available on the Company's website.

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

Proposed resolution:

"Having heard the Chair's statement, having examined the data of the financial statements as of December 31, 2023 and having taken note of the data of the consolidated financial statements as of December 31, 2023, along with the related Reports submitted by the Board of Directors, the Board of Statutory Auditors and the Independent Auditors, the Shareholders' Meeting of Comer Industries S.p.A.

resolved

1. to approve the Financial Statements for the year ended December 31, 2023."
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Reggiolo, March 14, 2024

For the Board of Directors

The Chairman

Matteo Storchi

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