Comer Industries S p A : CALL NOTICE SHAREHOLDERS' MEETING

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

Tax code 07210440157 - VAT no. IT 01399270352

NOTICE OF CALL OF THE ORDINARY SHAREHOLDERS' MEETING

OF COMER INDUSTRIES S.P.A.

The Shareholders of Comer Industries S.p.A. ("Company" or "Comer") are hereby called to meet in ordinary session in Reggiolo (RE), Via Magellano, no. 27, in a single call on April 23, 2024, at 10:00 to discuss and resolve on the following

Agenda

1. Approval of the financial statements for the year ended December 31, 2023, accompanied by the Board of Directors' 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.
2. Allocation of the profit for the year. Related and consequent resolutions.
3. Report on the remuneration policy and on compensation paid: approval of the remuneration policy and compensation paid pursuant to Article 123-ter, paragraph 3-ter of Italian Legislative Decree no. 58/1998.
4. Report on the remuneration policy and on compensation paid: resolutions on the "second section" of the report, pursuant to Article 123-ter, paragraph 6 of Italian Legislative Decree no. 58/1998.
5. Appointment of the Board of Directors.
6. 1. Determination of the number of members of the Board of Directors;
   2. Determination of the term of office of the Board of Directors;
   3. Appointment of the members of the Board of Directors;
   4. Appointment of the Chairman of the Board of Directors;
   5. Determination of the remuneration of the members of the Board of Directors.
7. Authorization to purchase and dispose of treasury shares, subject to revocation of the authorization approved by the shareholders' meeting of November 16, 2023. Related and consequent resolutions;
8. Approval of the "Long Term Incentive Plan Comer Industries 2024-2026" incentive plan. Related and consequent resolutions.

Comer Industries S.p.A.

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

www.comerindustries.com- E-mail:info@comerindustries.comTel: +39 0522 974111 - Fax: +39 0522 973249

Reg. Reggio Emilia Business Register no. 07210440157 - Share Capital 18,487,338.60 euros fully paid-up - Tax Code 07210440157 - VAT code IT 01399270352

Pursuant to Article 106, paragraphs 4 and 5, of Italian Decree-Law no. 18 of March 17, 2020 ("Cure Italy Decree" or "Decree"), converted with amendments by Italian Law no. 27 of April 24, 2020, the effectiveness of which was most recently extended by Article 12-duodecies of Italian Decree-Law no. 215 of December 30, 2023, converted by Italian Law no. 18 of February 23, 2024, the Company has decided to avail itself of the option to establish that the attendance at the Shareholders' Meeting of those entitled to vote is allowed exclusively through the representative designated by the

Company pursuant to Article 135-undeciesof Italian Legislative Decree no. 58 of February 24, 1998 ("TUF") ("Representative designated"), to which a proxy must be conferred in the manner and under the conditions set forth below. The aforementioned designated representative may also be conferred proxies or sub-delegatespursuant to Article 135-noviesof the TUF, as an exception to Article 135-undecies,paragraph 4, of the same decree. Attendance at the Shareholders' Meeting will be permitted to the Designated Representative (referred to below) and other parties entitled to attend other than those who are entitled to vote (who must grant proxy to the Designated Representative), also through electronic means of communication that allow for their immediate identification and participation, with connection details to be communicated by the Company.

Information on the share capital

The subscribed and paid-in share capital of Comer Industries amounted to 18,487,338.60 euros and is divided into 28,678,090 ordinary shares without nominal value and 45,018,179 voting rights.

Participation in the Shareholders' Meeting

Pursuant to Article 83-sexies of Italian Legislative Decree 58/1998 ("TUF"), the eligibility to attend the Shareholders' Meeting and exercise the right to vote - exclusively through the Designated Representative - is confirmed by a communication submitted to the Company by the authorized intermediary in compliance with its accounting records specifying the parties entitled to vote based on the evidence relating to the end of the accounting day of the seventh trading day prior to the date set for the Shareholders' Meeting (record date April 12, 2024). Credit and debit entries made to the accounts after this term are irrelevant for the purpose of eligibility to exercise voting rights at the Shareholders' Meeting.

The notice must be received by the Company by the end of the third trading day preceding the date of the Shareholders' Meeting, i.e., by April 18, 2024. This does not affect the right to attend and vote if the communication is received by the Company after the aforementioned deadline, provided that it is received before the start of the meeting. There are no procedures for voting by mail or electronically.

The Directors, the Statutory Auditors, the Designated Representative and the representatives of the independent auditors as well as other parties entitled under the law other than those who are entitled to vote may attend the Shareholders' Meeting also via telecommunication systems that also ensure their identification and participation and exercise of voting rights pursuant to Article 106, paragraph 2, of the Decree. The instructions for attending the Shareholders' Meeting via a telecommunication system will be conveyed by the Company to the parties concerned, in compliance with the regulatory provisions applicable for this eventuality.

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Exercise of the proxy vote

Proxies may be granted at no cost to the delegating party (except for any postage) with voting instructions on all or some of the items on the agenda.

The proxy must be granted by the specific proxy form, which is available - together with the instructions for completing and submitting it - at the headquarters and on the Company's website at the address www.comerindustries.com, in the Governance/Shareholders' Meeting section.

The proxy with voting instructions together with a copy of a valid identity document of the Delegator, or, if the Delegator is a legal person, of the pro tempore legal representative or of another person with appropriate powers, must be received together with documents proving their qualification and powers by Designated Representative by the end of the second trading day prior to the date of the Shareholders' Meeting (i.e., by April 19, 2024) in any of the following ways: (i) sending an electronically reproduced copy (PDF) to the certified email address RD@pec.euronext.com (subject "Proxy for COMER INDUSTRIES 2024 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the electronic document must be signed with a qualified or digital electronic signature); (ii) submission of the original, by courier or registered letter with return receipt to Register Services Area of Monte Titoli S.p.A., Piazza degli Affari 6, 20123 Milan (Ref. "Proxy for COMER INDUSTRIES 2024 Shareholders' Meeting"), sending an advance electronic copy (PDF) by ordinary email to RD@pec.euronext.com (subject "Proxy for COMER INDUSTRIES 2024 Shareholders' Meeting").

The proxy and voting instructions are revocable by the end of the second trading day prior to the date set for the Shareholders' Meeting (i.e., by April 19, 2024) in the ways detailed above.

Note that shares for which a full or partial proxy is granted are counted in order to determine whether the Shareholders' Meeting is duly constituted. With regard to proposals for which no voting instructions are given, the shares are not counted for the purposes of calculating the majority and the share capital required for the resolutions to be carried.

As allowed by the Decree, as an exception to Article 135-undecies, paragraph 4 of the TUF, those who do not intend to make use of the procedure set out in Article 135-undecies of the TUF may alternatively participate by granting the Designated Representative a proxy or sub-proxy pursuant to Article 135-novies of the TUF, containing voting instructions on all or some of the items on the agenda, by using the proxy/sub-proxy form available on the Company's website (at the address www.comerindustries.com, Governance/Shareholders' Meeting section).

For the submission of proxies/sub-proxies, the procedures outlined on the proxy form must be followed. The proxy must be received by 6 pm on the day prior to the Shareholders' Meeting, and in any case before the start of the meeting.

For any clarification regarding the granting of the proxy (and specifically regarding the completion of the proxy form, and the voting Instructions and their submission), persons entitled to vote at shareholders' meetings may contact Monte Titoli S.p.A. by email at the address

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RegisterServices@euronext.com or on the telephone number (+39) 02.33635810 on business days, from 9 am to 5 pm.

Additions to the agenda and presentation of new proposals for resolutions

Pursuant to Article 126-bis of the TUF, within ten days of the publication of the notice of the meeting (i.e. 24 March 2024), shareholders who jointly or otherwise represent at least 2.5% of the share capital may submit requests to the Company to add other items to be discussed, specifying in the request the additional items they propose, or submit proposed resolutions on items already on the agenda of the Shareholders' Meeting. Additions to the agenda are not permitted for items the Shareholders' Meeting resolves on, in accordance with the law, on the proposal of the Directors or based on a draft or a report prepared thereby, other than on items on the agenda.

Shareholders in whose favor the Company has received appropriate notice attesting to the ownership of the required shareholding from an authorized intermediary in accordance with current regulations are entitled to request updates to the agenda or to submit resolution proposals.

The request, together with the identifying details of the submitting shareholders and the total percentage held as well as references to the notice sent by the intermediary to the Company in accordance with current regulations, must be made in writing to the Company by the above deadline:

1. by registered mail with return receipt to the headquarters of the Company to the attention of the "Investor Relator," or (ii) by certified email to the addressir@pec.comerindustries.com.

The Company reserves the right not to accept requests for updates or resolution proposals sent by certified mail that are illegible or sent with damaged or otherwise illegible files. The accompanying message should include a telephone number or email address at which the sender can be contacted.

Within the aforementioned term and in the same manner as above, a report must be submitted to the Company's Board of Directors stating the reasons for proposed resolutions on new items to be added or the reasons for additional proposed resolutions on matters already on the agenda.

Notice of additions to the agenda or the submission of additional proposed resolutions on matters already on the agenda shall be communicated in the same form as prescribed for the publication of the notice of call at least fifteen days before the date set for the Shareholders' Meeting.

Right to individually submit resolution proposals prior to the Shareholders' Meeting

As participation in the Shareholders' Meeting is permitted exclusively via the Designated Representative, entitled shareholders that intend to submit resolution and voting proposals on the topics on the agenda of the Shareholders' Meeting as set forth in Art. 126-bis, paragraph 1 of the TUF are invited to submit them by April 8, 2024 (15th day prior to the Shareholders' Meeting) by sending them (i) by registered mail with return receipt to the headquarters of the Company to the attention of the "Investor Relator," or (ii) by certified email to the address ir@pec.comerindustries.com, in order to enable the Designated Representative to collect any voting instructions on them. Such proposals will be published without delay on the Company's website in

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order to allow those entitled to vote to express themselves knowledgeably, also taking into account such new proposals, and provide the necessary instructions, and in any event by April 12, 2024.

The requesting party must provide suitable documentation proving their legitimacy to participate in the Shareholders' Meeting and the issue of the proxy to the Delegated Representative for participation in the Shareholders' Meeting. For publication purposes, as well as in relation to the execution of the work of the shareholders' meeting, the Company reserves the right to check whether the proposals are pertinent to the items on the agenda, complete and compliant with applicable legislation, as well as the entitlement of the proposing parties.

Right to ask questions about the agenda before the shareholders' meeting

Pursuant to Article 127-ter, paragraph 1-bis, TUF, and in consideration of the circumstance that participation in this Shareholders' Meeting is permitted exclusively via the Designated Representative, those who are entitled to vote and for whom the Company has received appropriate notice provided by an authorized intermediary pursuant to current regulations, may ask questions on the items on the agenda before the Shareholders' Meeting, submitting them to the Company so they arrive no later than the deadline set forth in Article 83-sexies, paragraph 2, TUF (i.e., April 12, 2024). The ownership of voting rights can also be attested to after the submission of the questions as long as it is by the deadline stipulated in Article 127-ter, paragraph 1-bis, TUF (April 16, 2024).

The questions, accompanied by the identifying details of the submitting parties as well as references to the notice sent by the intermediary to the Company in accordance with current regulations, must be submitted: (i) by registered mail with return receipt to the headquarters of the Company to the attention of the "Investor Relator," or (ii) by certified email to the address ir@pec.comerindustries.com.

The accompanying message should include a telephone number or email address at which the sender can be contacted.

Questions received will be answered at least two days before the shareholders' meeting (i.e., April 21, 2024), including by publication in a special section of the Company's website.

The Company may give a single reply to questions with the same content.

Appointment of the Board of Directors

The Company's Board of Directors will be appointed in compliance with the provisions of Art. 13 of the By-laws, which should be referred to for all matters not addressed below.

Directors are appointed via the list voting system. Shareholders who, alone or together with other shareholders, collectively hold shares representing the amount required by regulations issued by Consob which, according to determination no. 92 of January 31, 2024, is equal to 2.5% of the share capital, are entitled to submit lists. All Shareholders may submit, or participate in submitting, a single list. All those with the right to vote may vote for a single list.

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The lists, duly signed by each of the holders of voting rights who submitted them and accompanied by a certification showing the percentage shareholding held by the holders of voting rights and ownership of such shareholding, must be filed at the company's headquarters, or transmitted via an electronic notification to the certified email address ir@pec.comerindustries.com, at least twenty-five days prior to the date of the Shareholders' Meeting (or by March 29, 2024). When the lists are submitted, information allowing for the identification of those submitting them must also be provided. The Company will make available to the public the lists and the respective annexes at the company's headquarters, on its website www.comerindustries.com, Governance/Shareholders' Meeting section, and at Borsa Italiana S.p.A., at least twenty-one days prior to the date of the Shareholders' Meeting (i.e., by April 2, 2024).

Ownership of the minimum shareholding required to submit lists is determined with regard to the shares registered in favor of the shareholders who submitted the list on the date on which the list is submitted to the Company.

The relative certification may be submitted to the Company even after the list is filed, provided it is submitted by the deadline established for the Company's publication of the lists.

Each candidate may only be presented in a single list on pain of ineligibility. Candidates must be indicated with sequential number on each list.

Each list must contain a number of candidates meeting the independence requirements provided for in Art. 148, par. 3, TUF of at least the minimum number provided for in legislation in effect at the time, i.e., at least 1 if the list contains fewer than 7 candidates or 2 directors if the list contains more than 7 candidates, and indicate which candidates meet those independence requirements. Lists that present 3 or more candidates must be composed of candidates of both genders, so that at least one- fifth (rounded up) of the candidates belong to the less represented gender.

Directors may take office subject to meeting the requirements established by legislation and regulations in force. Directors must also meet the requirements of the regulations in force from time to time.

The following annexes must be enclosed with each list: (i) curriculum vitae of the candidates; (ii) statements whereby each of the candidates accept their candidacy and attest, under their own responsibility, to the lack of causes of ineligibility and incompatibility, as well as the fulfillment of the requirements established by regulations in force to hold the office of Director of the Company, including the statement concerning any fulfillment of independence requirements; (iii) an indication of the identity of the shareholders that submitted the lists and their overall shareholding held. Lists for which the above provisions are not observed will be disregarded.

Shareholders that intend to submit lists for the appointment of the members of the Board of Directors are invited to view the recommendations set forth in Consob communication no. DEM/9017893 of February 26, 2009.

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Lastly, please recall that if only one list is submitted, the directors will be taken from that list, provided that it has received the majority of the votes and, if the directors thus elected do not correspond in number to the number of members of the board of directors set by the shareholders' meeting, if no lists are submitted, if the list submitted does not permit the appointment of independent directors in accordance with current laws and regulations or, finally, if the list submitted does not permit the appointment of independent directors in accordance with the current rules on gender balance, the shareholders' meeting will pass resolutions with the legal majorities.

With regard to the item on the agenda, Shareholders are invited to consult the report of the Board of Directors drafted pursuant to Art. 125-ter of the TUF and which will be made available to the public within the terms and with the procedures established by regulations in force.

Documentation

The documentation relating to the Shareholders' Meeting, including the reports on the items on the agenda and the relative proposed resolutions, as well as the annual financial report, the Report of the Board of Statutory Auditors, the Report of the Independent Auditors and the report on remuneration and on compensation paid, will be made available to the public within the terms envisaged by current regulations, on the Company's website at www.comerindustries.com ("Governance/Shareholders' Meeting" section) and will be simultaneously filed at the Company's headquarters at Via Magellano 27, Reggiolo (RE), as well as with the authorized E-Market Storage mechanism (www.emarketstorage.it).

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In accordance with the provisions of Article 125-bis of the TUF, Article 84 of the Issuers' Regulation adopted by resolution no. 11971 of May 14, 1999, and Article 10 of the By-laws, this notice of call is published in full on the website www.comerindustries.com ("Governance/Shareholders' Meetings" section), in the authorized E-Market Storage mechanism (www.emarketstorage.it), and as an excerpt in Il Sole 24 Ore newspaper on March 14, 2024.

Reggiolo (RE), March 14, 2024

Matteo Storchi

Chairman of the Board of Directors

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