Comer Industries S p A : REMUNERATION POLICY REPORT AND ON THE FEES PAID

REMUNERATION POLICY REPORT

AND ON THE FEES PAID

(drafted pursuant to art. 123- ter of Legislative Decree 24 February 1998, no. 58)

PREMISE3

EXECUTIVE SUMMARY4

SECTION I - REMUNERATION POLICY 20246

• 1.DURATION, PURPOSEANDGENERAL PRINCIPLES OF THE REMUNERATION POLICY...... 6

• 2.THE GOVERNANCE OF THE REMUNERATION PROCESS.......................................................... 7

• 2.1Shareholders' Meeting ........................................................................................................................ 7

• 2.2Board of Directors .............................................................................................................................. 7

• 2.3Appointments and Remuneration Committee..................................................................................... 8

• 2.4Board of Statutory Auditors .............................................................................................................. 10

• 2.5Company Functions .......................................................................................................................... 10

• 2.6Independent Experts......................................................................................................................... 10

• 3. REMUNERATION OF THE BOARD OF DIRECTORS AND THE BOARD OF AUDITORS ......... 11

• 3.1 Board of Directors ............................................................................................................................ 11

• 3.2 Board of Statutory Auditors .............................................................................................................. 11

• 4. REMUNERATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS AND CEO, OF THE ........................................................................................................................................... DIRECTOR

S ....................................................................................................................................................... 12

• 4.1 Remuneration of the President and CEO ......................................................................................... 12

• 4.2 Remuneration of Directors holding particular roles ........................................................................ 15

• 4.3 Remuneration of Managers with Strategic Responsibilities ............................................................. 15

• 5. CLAW BACK/MALUS MECHANISM .............................................................................................. 17

• 6. TREATMENTS PROVIDED IN THE CASE OF EARLY ASSIGNMENT OF THE EMPLOYMENT OR TERMINATION OF THE EMPLOYMENT RELATIONSHIP AND NON-COMPETITION

  AGREEMENTS ................................................................................................................................ 17

• 7. DEROGATIONS ............................................................................................................................... 17

• 8. THE REMUNERATION POLICY AND OUR EMPLOYEES ........................................................... 18

SECTION II: COMPENSATION PAID IN THE 2023 FINANCIAL YEAR 20

PREMISE 20

• 1. REMUNERATION ACCRUED AND/OR AWARDED IN 2023 ........................................................ 20

• 1.1 President and CEO ........................................................................................................................... 20

• 1.2 Vice President .................................................................................................................................. 21

• 1.3 Non-Executive Directors .................................................................................................................. 21

• 1.4 Managers with Strategic Responsibilities ........................................................................................ 21

• 1.5 Board of Statutory Auditors .............................................................................................................. 22

• 1.6 Paymix .............................................................................................................................................. 22

• 2. INDEMNITY AND/OR OTHER BENEFITS FOR TERMINATION OF OFFICE OR FOR

  TERMINATION OF EMPLOYMENT RELATIONSHIP DURING THE FINANCIAL YEAR .......... 23

• 3. CLAW BACK/MALUS ...................................................................................................................... 23

• 4. SALARY TABLES ............................................................................................................................. 24

• 4.1 TABLE 1 ........................................................................................................................................... 24

• 4.2 TABLE 3B ......................................................................................................................................... 33

DEFINITIONS AND GLOSSARY

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PREMISE

This Report, approved on 13 March 2024 by the Board of Directors of Comer Industries SpA (" Company ", " Issuer " or " Comer Industries "), upon proposal of the Appointments and Remuneration Committee meeting on 27 February 2024, was prepared pursuant to Art. 123- ter of Legislative Decree 58/1998 ("TUF") and in compliance with the provisions of Art. 84- quater of the Consob Issuers' Regulation and by Scheme 7- bis of Annex 3A to the same Regulation.

The Report intends to offer transparent and complete information on the criteria used to remunerate and enhance the contribution of the recipients of the Remuneration Policy to the achievement of corporate objectives, in line with the best market practices and in compliance with the recommendations of the Corporate Governance Code to which Comer Industries joins.

The Report consists of two sections:

SECTION I , subject to the binding approval of the Shareholders' Meeting called for 23 April 2024, illustrates the Remuneration Policy adopted by the Company with respect to the remuneration of the Board of Directors, the members of the Board of Statutory Auditors and the Managers with Strategic Responsibilities (" DRS") of the Company with reference to the 2024 financial year. This section specifies, in particular, the general objectives pursued, the bodies involved and the procedures used for the adoption and implementation of this Policy;

SECTION II , submitted to the non-binding vote of the Shareholders' Meeting called for 23 April 2024, breaks down the compensation paid in the 2023 financial year to the Directors, Statutory Auditors, the CEO and the Managers with Strategic Responsibilities of the Company.

The Report is made available to the public at the registered office of Comer Industries (in Via Magellano 27, R eggiolo), on the Company's website (www.comerindustries.com) in the Governance/Shareholders' Meeting section, as well as at the centralized storage eMarket Storage (www.emarketstorage.com) by the twenty-first day before the date of the Assembly called to approve the financial statements for the 2023 financial year.

EXECUTIVE SUMM ARY

The Company recognizes the importance of dialogue and continuous interaction with the main recipients of the Remuneration Policy, in order to guarantee its constant improvement, in light of market best practices and the main indications of the Shareholders.

The Remuneration Policy aims to contribute to the corporate strategy, the pursuit of medium-long term interests and the sustainability of the Company.

Below is the summary of the 2024 Policy Guidelines, the application of which will be defined in compliance with the prerogatives of the Assembly and the Board of Directors which will be appointed for the 2024-2026 mandate:

INSTITUTE	PURPOSE	OPERATING MODE	BENEFICIARIES AND VALUES
Fixed remuneration	Remunerates the role held, to guarantee an adequate and competitive basic salary determined in such a way as to attract, motivate and retain professionals with the talent necessary to guarantee the pursuit of company goals and strategic objectives.	Fixed remuneration is defined in this way to be consistent with the characteristics, responsibilities and any delegations associated with the role. The Company monitors the main market practices for comparable figures in order to guarantee the consistency and competitiveness of the remuneration offered to its top management roles.	President/CEO : Euro 850,000 Vice President : fixed emolument of Euro 75,000, in addition he receives a salary as a manager of the Company. DRS1: the fixed remuneration is defined on the basis of the professional and managerial skills, the organizational role and the responsibilities and delegations assigned.
Short-term variable remuneration (MBO)	It intends to promote the creation of value for shareholders and stakeholders and the achievement of economic results in line with the Company's annual forecasts, as well as with the sustainability objectives, encouraging people's loyalty and engagement .	The payment of the short-term annual variable remuneration, identified in the company MBO plan, is directly linked to the achievement of Performance Objectives , assigned to each beneficiary in line with the role held. It varies depending on the degree of achievement of the objectives. Main performance indicators: President/CEO: a) Consolidated EBITDA, with 90% weight b) intensity of CO2 emissions, with weight 10% DRS a) Consolidated EBITDA, with 70% weight b) Free cash flow from operations (FCFO) with 10% weight c) Net Inventory Value with 10% weight d) intensity of CO2 emissions, with weight 10%	Incentive opportunities (minimum, target and maximum) vary depending on the role. President/CEO: recognition of an opportunity target equal to Euro 300,000 with a minimum equal to 94.5% of the target value. Vice President : participates in the plan as a manager. DRS (minimum - target): a) Performance: 95% - 100% Payout : 50% - 100% b) Performance: 90% - 100% Payout : 50% - 100% c) Performance: 102% - 100% Payout : 50% - 100% d) On/off

1 VP Sales & Marketing, VP Industrial and CFO.

Medium-long term variable remuneration (LTI Plan 2024-2026)	Promotes the creation of sustainable value for the Group in the medium to long term. It rewards long-term performance on the basis of the economic-financial and sustainability objectives of the industrial plan. It promotes the alignment of interests towards the creation of sustainable value in the medium-long term by strengthening the retention of key people.	The LTI plan is a hybrid model (monetary and performance share), with a rolling approach (multiple waves ) and a vesting period three-year term (2024-2026). The plan provides for the disbursement of a monetary amount and the assignment of shares subject to the following conditions Of performances : a) EBITDA, weight 90% b) ESG, weight 10% It provides for deferral clauses ( Lock up ): holding period of 2 years for 50% of the shares (net of tax charges) arising at the end of the vesting period . claw back/ malus " clauses .	President/CEO: recognition of an opportunity target equal to 170% of the basic salary. DRS: recognition of an opportunity target equal to 125% of the basic salary .
Non-competition agreements	Protects the interests of the company in the event of the departure of key people.	Specific individual agreements in relation to the duration and extent of the restriction.	DRS : lasting 24 months, with a maximum value equal to 29% of the RAL.
Benefits	They integrate the economic treatment with social security and insurance components. from a Total Reward perspective .	Awarded annually	Social security and health benefits, accident and life policies, company cars and in some cases the use of accommodation. Similar treatment for President, Vice President and DRS.
Treatment in the event of termination of office or termination of the employment relationship	Supports the recruitment and retention of people with appropriate talent and skills.	Treatment in the event of termination of office or termination of the employment relationship in the form of specific individual agreements Amount not exceeding 24 months of fixed salary, in compliance with applicable laws and contracts.	President/CEO : 40% of the fixed gross additional compensation as CEO for each year of office. DRS : with the exception of specific individual agreements, maximum 24 months' RAL.

SECTION I - 2024 REMUNERATION POLICY

1. DURATION, PURPOSE AND GENERAL PRINCIPLES OF THE

REMUNERATION POLICY

The duration of the Policy is annual.

Inspired by the principles of the Corporate Governance Code, the Remuneration Policy, in line with company values and stakeholders' expectations, is aimed at:

- Attract, retain and motivate managerial resources with the talent and skills needed to pursue the Group's economic-financial and sustainability objectives;

-

Support the creation of sustainable value by promoting the alignment of management's interests with those of shareholders, taking into account the interests of stakeholders relevant to the Group. To this end, the Group has equipped itself with a Sustainability Plan divided into each of the three areas: Environmental , Social and Governance, in continuity with what is illustrated in the Sustainability Report.

Policy is a crucial tool in creating sustainable value in the medium-long term and in addressing global challenges according to best market practices.

In this sense, the Group aligns itself with a trend already present in market practices on broader issues that may concern engagement policies and programs for all employees. It is clear what the close connection is between the "E" and the "S" in the ESG perspective.

Climate change has manifested its economic impact progressively over the past decades, with a rapid acceleration in the last 3 years. This is being translated by the various businesses into increasingly concrete, short and long-term initiatives, aimed at developing adaptation strategies (to protect the business from the impacts of physical events) or mitigation (to reduce emissions by contributing to the resolution of the problem or protecting the business from transition risks). We therefore want to pay particular attention to limiting emissions.

Furthermore, through the D&I policy, the Company is committed to promoting an inclusive and sustainable economy, respecting human rights, personal dignity and working conditions, in line with the declaration of commitment to sustainable development.

Diversity forms the basis for meaningful and profitable growth. To strengthen this principle, it is essential to overcome cultural stereotypes and adopt an inclusive approach in the management of human resources and in full compliance with current privacy regulations.

With the aim of implementing the above, Comer Industries is committed to ensuring that communication, whether internal or external, reflects the principles of responsibility, using language that respects gender differences and avoiding stereotypes. In parallel, it seeks to actively promote, to the extent reasonably practicable, gender equality at all stages of the employment relationship, including: recruitment, performance appraisal, career progression, remuneration and dispute resolution.

In addition, the Issuer intends to adopt initiatives aimed at raising employee awareness of opportunities, diversity and issues related to inclusion, through the development of information and training programs.

The Company undertakes to analyze and update the parameters to monitor its diversity and inclusion policy with the aim of constantly improving the following KPIs:

• - distribution of employees by employment contract;

• - distribution of employees by type of employment;

• - employee turnover by gender, age and country;

• - distribution of employees by contractual level;

• - ratio between the global gross annual salary of female workers and the global gross annual salary of all workers by contractual classification.

2. THE GOVERNANCE OF THE REMUNERATION PROCESS

The Company's Remuneration Policy is defined following a transparent and formalized process, in line with the statutory and regulatory provisions and with the governance model adopted by the Issuer. This process sees the Shareholders' Meeting, the Board of Directors, the Appointments and Remuneration Committee and the Board of Statutory Auditors of Comer Industries as protagonists.

The following paragraphs describe the main tasks of the bodies/functions indicated above with reference to issues related to Remuneration.

2.1 Shareholders' Meeting

The Shareholders' Meeting, pursuant to the Articles of Association, limited to the topics of interest in this Report:

• - determines the compensation of Directors and Auditors;

• - can determine an overall amount for the remuneration of all directors, including those invested with particular roles;

• - resolves, with a binding vote on Section I and with a non-binding vote on Section II of the Report on the Remuneration Policy and remuneration paid, pursuant to art. 123-ter of the TUF.

2.2 Board of Directors

The current Board of Directors of the Company, appointed by the Shareholders' Meeting of 22 April 2021 and in office until the approval of the financial statements as of 31 December 2023, is composed of 9 Directors: Matteo Storchi (President and CEO); Cristian Storchi (Vice President; Non-executive Director); Luca Gaiani (Non-executive director); Matteo Nobili (Non-executive director); Marco Storchi (Non-executive director); Joseph Patrick Huffsmith (Non-Executive Director); Lee Merle Gardner (Non-Executive Director); Arnaldo Camuffo (Independent Director) and Paola Pizzetti (Independent Director).

For a detailed description of the functions of the Board of Directors, please refer to what is reported in the Report on Corporate Governance and Ownership Structures 20 23.

Regarding remuneration, the Board of Directors:

- determines the remuneration of the Directors invested with particular roles, having heard theopinion of the Board of Statutory Auditors, within the possible overall amount established by the Assembly and, if the Assembly has not done so, divides the overall compensation due to the Directors;

• - if the Assembly does not do so, it can assign compensation to the Directors by way of indemnity or severance pay;

• - defines, upon proposal of the Appointments and Remuneration Committee, the Policy for the remuneration of Directors, Statutory Auditors and Managers with Strategic Responsibilities;

• - defines and implements the compensation plans based on shares or financial instruments approved by the Assembly;

• - decides, having heard the opinion of the Appointments and Remuneration Committee, on the setting of performance objectives related to the variable component of the remuneration of the President and CEO, of the Directors holding particular roles and of the Strategic Managers;

• - approves the Policy to be presented to the Assembly.

2.3 Appointments and Remuneration Committee

In compliance with the provisions of the Corporate Governance Code, which the Company adheres to, the Board has established an internal Appointments and Remuneration Committee, made up of non-executive Directors and a majority of independent Directors, with adequate knowledge and experience in the matter accounting and financial and/or remuneration policies.

The composition, meetings, objectives, tasks and activities of the Committee, described below, implement the recommendations of the Code.

Composition

The current Appointments and Remuneration Committee, appointed by the Board of Directors on 4 May 2023 and in office until the approval of the financial statements as of 31 December 2023, is made up of 3 (three) Directors: Arnaldo Camuffo (Independent Director) as Chairman of the Committee ; Paola Pizzetti (Independent Director) and Matteo Nobili (Director) as members of the Committee.

Attributions

The Committee - limited to the topics of interest in this Report - has the objective of ensuring that the remuneration policies of Directors, Directors who hold particular roles, as well as Strategic Managers are formulated by a body that does not have its own interests.

The Committee has only investigative, proactive and consultative functions with respect to assessments and decisions concerning the remuneration policy of Directors and Managers with Strategic Responsibilities. In particular, also pursuant to Recommendation no. 25 of the Corporate Governance Code, the Board of Directors has entrusted the Committee with the task of:

- assist him in the development of the Remuneration Policy;

- present proposals or express opinions on the remuneration of executive Directors and other directors who hold particular roles as well as on the setting of performance objectives related to the variable component of this remuneration considering that the remuneration of Directors, both executive and non-executive, and of the Auditors is also defined taking into account the remuneration practices widespread in the reference sectors and for companies of similar size, also considering comparable foreign experiences and making use of an independent consultantif necessary;

• - monitor the concrete application of the Remuneration Policy and verify, in particular, the actual achievement of the performance objectives to which the incentive systems are linked;

• - periodically evaluate the adequacy and overall consistency of the policy for the remuneration of Directors and Managers with Strategic Responsibilities;

• - carry out the investigation into the preparation of plans for the succession of the Executive Directors and top management of the Group, in the event that the Board considers their adoption.

Operation

The notice calling the meeting of the Appointments and Remuneration Committee, containing the indication of the day, time and place of the meeting and the list of matters to be discussed, is sent to the members of the Committee by the secretary, upon indication of the President, as a rule at least three days before the date set for the meeting; in cases of urgency the deadline may be shorter, in any case respecting a minimum notice of 24 hours.

Any documentation relating to the items on the agenda is made available to the members by the secretary, in ways that guarantee the confidentiality of the information contained therein, including by sending it by email to the domain addresses communicated by the members of the Committee. , normally at the same time as the notice of meeting and, in any case, no later than the second day before the date of the meeting, except in exceptional cases.

The meetings of the Appointments and Remuneration Committee are chaired and coordinated by the President. The meetings are regularly minuted. The President of the Appointments and Remuneration Committee reports to the Board of Directors on the activities carried out by the Appointments and Remuneration Committee itself at each meeting of the same.

The president of the Board of Statutory Auditors (or another auditor designated by him) can take part in the Committee meetings and the other auditors have the right to participate. The members of the Board of Statutory Auditors are, in fact, regularly invited to participate in the Committee's meetings. The Chairman of the Committee may from time to time invite other members of the Board of Directors, and other individuals whose presence is deemed useful, to the meetings to provide information and express assessments of competence.

In compliance with Recommendation no. 26 of the Corporate Governance Code, no Director takes part in the formulation of proposals to the Board of Directors relating to their own remuneration.

The Committee is validly assembled in the presence of the majority of members in office and decides by majority of those present. In the event of a tie, the vote of the Committee President prevails.

The Appointments and Remuneration Committee has the right to access the information and company functions necessary to carry out its duties, as well as to make use of external consultants, within the terms established by the Board of Directors. To this end, the Company makes available to the Committee the financial resources adequate for the fulfillment of its tasks within the limits of a budget upon reasoned request of the Committee approved from time to time by the Board of Directors.

Activities carried out in 2023

During the 2023 financial year, six meetings of the Committee were held with an overall participation of 100% and lasting on average approximately one hour.

As of the date of approval of the Report, five meetings of the Committee had already been held.

In consideration of the renewal of the Board of Directors, no further activities have been planned at the date of the Assembly called for 23 April 2024.

Below is a detail on the activities carried out by the Committee during 2023 and in the first part of 2024:

• - analysis of the short-term ("MBO") and medium-long term ("LTI 21-24") variable incentive system in place at the time of the Listing;

• - analysis of the results of the salary benchmarks;

• - proposal for the definition of the new short-term (MBO) and medium-long term variable incentive system ("LTI Plan") also including ESG KPIs;

• - examination of the categories of beneficiaries of the LTI Plan;

• - examination, expressing a favorable opinion on the adoption, of the Remuneration Policy of the Comer Industries Group, which the Company has collected in the Remuneration Report, subsequently submitted for approval by the Board and the Assembly;

2.4 Board of Statutory Auditors

On the subject of remuneration, the Board expresses the opinions required by the regulations in force with reference, in particular, to the remuneration of Directors invested with particular roles pursuant to Article 2389 of the Civil Code , also verifying its consistency with the general policy adopted by Comer Industries.

2.5 Business functions

In the context of its functions, the Committee relies on the support of the company's human resources and financial functions, in particular the Director of Human Resources (CHRO) and the Chief Financial Officer (CFO). These roles play a fundamental role in providing the skills and information necessary to enable the Committee to make informed and strategic decisions in the development and control of remuneration and incentive policies and practices.

2.6 Independent Experts

As part of its consultative and proactive activity, the Committee makes use of independent experts in order to obtain a plurality of market analyzes on various matters of interest. In particular, with regards to remuneration benchmarks, the independent external advisor Willis Towers Watson ("WTW") provided information relating to trends, practices and market remuneration levels in order to monitor the adequacy of the remuneration of the HRDs. The intervention of the WTW consultancy firm which was given the specific task - after verifying that it was not in situations such as to compromise its independence of judgment - was also aimed at supporting the preparation of the Remuneration Report, as well as in the drafting of an MBO and LTI incentive plan consistent with the indications of the Corporate Governance Code and the expectations of investors and proxy advisors .

The comparison with the market plays an important role in the process of drawing up the remuneration policy: competitiveness with respect to the remuneration market is assessed with the support of a position evaluation methodology which allows coherent comparisons to be made and ensure competitive alignment with the external market. For top positions, the reference market used for the evaluation of salary positioning is carried out with reference to roles of the same level of responsibility and managerial complexity compared to the national and international markets of the industrial sector.

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