Comer Industries S p A : ORDINARY SHAREHOLDERS' MEETING APPROVES 2023 ANNUAL REPORT

PRESS RELEASE

The ordinary shareholders' meeting approves the 2023 Annual report and approves a dividend of

Euro 1.25 per share (dividend yield of approximately 4%)

New board of directors appointed for the three-year period 2024-2026

Matteo Storchi confirmed as President and CEO

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Reggiolo, April 23, 2024 - Comer Industries S.p.A. ("Company" or "Comer Industries") announces that the Shareholders' Meeting met today and approved all the proposals on the agenda.

Approval of 2023 Financial Statements

The Company's Shareholders' Meeting resolved to approve the Company's Financial Statements for the year ended December 31, 2023 with a profit of 40,701,615.86 euros and took note of the Consolidated Financial Statements for the year ended December 31, 2023, which closed with:

• Sales revenues of 1,223.9 million euros.
• EBITDA of 205.0 million euros.
• Profit for the year of 94.0 million euros.
• Net financial debt amounted to 94.8 million euros.

Dividend for the year 2023 and allocation of profit for the year

The Shareholders' Meeting resolved to allocate the 2023 profit of 40,701,615.86 euros as follows:

1. A dividend of Euro 1.25 per share (totaling a maximum of 35,847,612.50 euros, calculated based on the number of shares outstanding as of the date of approval of the draft financial statements), with payment date on May 15, 2024, ex-date on May 13, 2024, and record date on May 14, 2024. Note that the dividend will not accrue to treasury shares held in the Company's portfolio as of the date prior to the ex-date.
2. To the extraordinary reserve for the remaining value of a maximum of 4,854,003.36 euros.

Non-Financial Statement (Italian Legislative Decree 254/2016)

The Shareholders' Meeting took note of the consolidated non-financial statement for the year 2023, prepared pursuant to Italian Legislative Decree 254 of December 30, 2016 and previously approved by the Board of Directors on March 13, 2024.

Report on the remuneration policy and the compensation paid in 2023

The Shareholders' Meeting approved the first section of the Report on the Remuneration Policy and Compensation Paid in 2023 ("Report") prepared pursuant to Article 123-ter of Italian Legislative Decree no. 58 of February 24, 1998 (Consolidated Law on Finance or "TUF") and Article 84-quater of the Issuers' Regulation ("Issuers' Regulation") as amended, thereby approving the Company's Remuneration Policy for 2024. The Shareholders' Meeting also gave a favorable, non-binding opinion on the second section of the Report.

Appointment of the Board of Directors and the Chairman of the Board of Directors

Comer Industries S.p.A.

Via Magellano 27 - 42046 Reggiolo (RE) Italy -

www.comerindustries.com- Email:[e-mail]: [phone] - Fax: [phone]

Registered in the Modena Business Register no. 07210440157 - Share Capital 18,487,338.60 euros fully paid-up - Tax Code 07210440157 - VAT

d IT 01399270352

The Company's Shareholders' Meeting also appointed the Board of Directors - after determining the number of members of the new Board to be nine - which will serve for three fiscal years until the approval of the financial statements for the year ending December 31, 2026, in the persons of: Matteo Storchi (as Chairman), Cristian Storchi, Marco Storchi, Luca Gaiani, Matteo Nobili, Paola Pizzetti, Arnaldo Camuffo, Francesca Bertani (drawn from Slate no. 1 submitted by the majority shareholder Eagles Oak S.r.l.) and Sergio Giglio (drawn from Slate no. 2 submitted by the minority shareholder S.S. Giovanni e Paolo S.p.A.).

Note that the resumes of the members of the Board of Directors, together with supporting documentation, are available on the Company's website at www.comerindustries.comin the "Governance/Shareholders' Meeting" section).

The Shareholders' Meeting also resolved to award the Board of Directors a total annual fixed gross remuneration of 496,000 euros (including remuneration for participation in board committees), to be distributed among the individual members by the Board of Directors, it remaining the responsibility of the Board of Directors, having heard the opinion of the Board of Statutory Auditors and the Appointment and Remuneration Committee, to determine the remuneration of directors holding special offices pursuant to Article 2389, paragraph 3, of the Italian Civil Code.

Authorization to buy back and dispose of own shares, subject to revocation of the authorization granted by the Shareholders' Meeting of November 16, 2023

After revoking the previous authorization granted by the Shareholders' Meeting on November 16, 2023, the Shareholders' Meeting authorized the Company to buy back and dispose of its own shares pursuant to Articles 2357 and 2357-ter of the Italian Civil Code and Article 132 of the TUF and Article 144-bis of the Issuers' Regulation, as well as in accordance with the applicable provisions of Regulation (EU) no. 596 of April 16, 2014 on Market Abuse ("MAR"), Delegated Regulation (EU) no. 1052 of March 8, 2016 ("Delegated Regulation") and market practices allowed from time to time. The authorization to buy back shares was granted for a period of 18 months (starting from the date of the resolution), while the authorization to dispose of any own shares purchased is without time limit.

The authorization was requested for the following reasons: (i) to act directly or through intermediaries to regularize trading and price trends and to support the stock's liquidity in the market, in any case subject to compliance with current provisions; (ii) to keep them on hand for subsequent use, including for consideration in extraordinary transactions, including the exchange or sale of equity investments to be carried out through an exchange, contribution or other transaction and/or use with other parties, or allocation to the service of bonds convertible into shares of the Company or bonds with warrants; (iii) to service future compensation and incentive plans based on financial instruments for directors and employees of the Company and/or its directly or indirectly controlled companies, either through the free granting of purchase options or through the free allocation of shares (stock options and stock grant plans); (iv) to service any future programs for the free allocation of shares to shareholders. Note also that the request for authorization of the purchase of own shares is not aimed at reducing the capital through cancellation of the purchased own shares, without prejudice to the Company having the right to execute a reduction in the share capital also through cancellation of own shares held in the portfolio if approved by future Shareholders' Meetings.

Purchases may be made at any time within the aforementioned period, even in multiple tranches, and may relate to ordinary shares up to a maximum number that, taking into account the ordinary shares held from time to time in the portfolio by the Company and its subsidiaries, does not exceed a total of 20% of the share capital, it being understood that this number may not in any case exceed the fifth part of the Company's share capital pursuant to Article 2357, paragraph 3, of the Italian Civil Code.

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The unit consideration for the purchase of the Company's ordinary shares will be established on a case-by- case basis for each individual transaction, it being understood that the share purchases may be made no lower than a minimum of 20% below or no higher than a maximum of 20% above the price that the stock will have recorded in the stock exchange session on the day prior to each individual transaction, as well as in compliance with the trading conditions set forth in Art. 3 of Delegated Regulation (EU) 2016/1052, and thus at a consideration not exceeding the higher of the price of the last independent transaction and the price of the current independent offer in the trading venue where the purchase is made. The disposal of own shares may instead be done at the price or in any case according to criteria and conditions determined by the Board of Directors having regard to the implementation methods employed, the trend in share prices in the period prior to the transaction and the best interests of the Company, in compliance with the terms, conditions and requirements established by applicable regulations, including EU regulations, and/or the market practices allowed from time to time (where applicable). The maximum number of ordinary own shares that can be purchased daily may not exceed 25% of the average daily volume of shares, defined in accordance with Article 3, para. 3 of the Delegated Regulation, at the trading venue where the purchase is made, subject to the possibility of making use of the exceptions envisaged by applicable regulations and accepted market practices;

As of today, the Company's share capital is 18,487,338.60 euros, divided into 28,678,090 ordinary shares, including 22,195 treasury shares held by the Company, representing approximately 0.08% of the share capital. None of the subsidiaries owns any of the Company's shares.

Incentive plan called "Comer Industries 2024-2026Long-Term Incentive Plan"

Lastly, the Shareholders' Meeting approved the incentive plan called "Comer Industries 2024-2026Long-Term Incentive Plan," granting the Company's Board of Directors all the necessary and/or appropriate powers to execute said Plan and each subsequent cycle thereof, including but not limited to: all powers to approve the rules of the Plan; to exclude or include the grantees, including through a person delegated thereby; to determine the number of shares and the amount of the bonus (in cash) to be granted to each grantee and to proceed with their payment; to establish the performance objectives, as well as to determine the level of achievement of said objectives.

Recall that the Plan is structured in three cycles (i.e., 2024-2026,2025-2027,2026-2028) with a mixed "cash/performance share" form, providing for the free granting of an amount of cash and a specified number of ordinary shares of the Company upon the achievement of specific performance objectives. The verification of the achievement of these objectives takes place at the end of the three-year performance periods between the grant date of the benefit and December 31 of each reporting year, i.e., December 31, 2026, December 31, 2027, and December 31, 2028.

For more information on the Plan, see the relevant Information Document made available to the Shareholders in the manner and within the terms prescribed by law.

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Note that the Consolidated Financial Report, the Financial Statements approved by the Shareholders' Meeting and the Consolidated Non-Financial Statement of the Company as of December 31, 2023, including among other things the Reports of the Board of Statutory Auditors and the Independent Auditors are available to the public at the Company's registered office, on the website www.comerindustries.com, as well as in the other ways required by current regulations.

For further details, see the Board of Directors' Report to the Shareholders' Meeting on the proposals on the agenda, available to the public on the Company's website at www.comerindustries.com, in the

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"Governance/Shareholders' Meeting/2024" section, as well as the "E-market storage" authorized storage mechanism at www.e-marketstorage.com.

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The voting report and the minutes of the Shareholders' Meeting will be made available at the headquarters, Via Magellano 27, Reggiolo (RE), and on the Company's website at www.comerindustries.com, "Governance/Shareholders' Meeting/2024" section, in the manner and within the time prescribed by current regulations.

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It is also announced that today, following the Shareholders' Meeting, the first meeting of the Company's Board of Directors was held in a plenary session.

The Board proceeded to confirm Matteo Storchi as Chief Executive Officer and Cristian Storchi as Vice President of the Company.

Based on the statements made by the interested parties and the information available to the Company, the Board of Directors ascertained the existence of the independence requirements set forth in the TUF for directors Arnaldo Camuffo, Paola Pizzetti, Francesca Bertani, and Sergio Giglio. During the board meeting, the Board of Statutory Auditors verified the proper application of the assessment criteria and procedures adopted by the Board to evaluate the independence of its members.

The Board also appointed:

1. As members of the Control, Risk and Sustainability Committee, which will also perform the functions of the Related Parties Committee, the independent directors Paola Pizzetti (Chair), Arnaldo Camuffo, Francesca Bertani.
2. As members of the Appointment and Remuneration Committee, directors Arnaldo Camuffo (Chair), Sergio Giglio, Matteo Nobili.

The resumes and positions currently held by the Directors and Statutory Auditors are available at www.comerindustries.com, in the Corporate Governance section.

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The Board of Directors also resolved, with the favorable opinion of the Board of Statutory Auditors, to appoint and therefore to confirm Mr. Stefano Palmieri, the Company's Chief Financial Officer, as the Financial Reporting Officer pursuant to Article 154-bis of the TUF.

As of today's date, to the best of the Company's knowledge, Stefano Palmieri holds 2,500 shares in Comer Industries (equal to approximately 0.009% of the share capital).

Stefano Palmieri's resume is available on the Company's website at www.comerindustries.com, in the Corporate Governance section.

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In execution of the authorization to purchase own shares resolved by today's Shareholders' Meeting, the Board of Directors approved the launch and terms of execution of the first tranche of the share buyback program ("First Tranche of the Program"). More specifically, the Board of Directors determined that the First Tranche of the Program will involve the purchase of up to a maximum of 286,781 shares, corresponding to 1.0% of the Company's share capital, for a maximum market value of 10.0 million euros.

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For the purpose and method of execution of the First Tranche of the Program, see the above discussion on the resolution on the purchase and disposal of own shares approved by the Shareholders' Meeting today.

The First Tranche of the Program will begin on April 29, 2024 and will last until October 29, 2024, unless it is terminated earlier, in which case due notice will be given to the market in accordance with the law.

Note that as of today the Company holds 22,195 treasury shares.

To implement the First Tranche of the Program, the Board of Directors appointed Equita Sim S.p.A. to coordinate the purchase of own shares. The intermediary shall proceed with possible purchases of Comer Industries shares in full independence, in compliance with the contractually predefined parameters and criteria as well as the constraints of the applicable regulations and the shareholders' resolution.

The Company will disclose details of purchases and any dispositions made and any other information in accordance with the timing envisaged by applicable regulations.

Any changes to the First Tranche of the Program and information already published will be promptly disclosed by the Company.

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This press release is also available on the Company's website at www.comerindustries.com, in the Investor Relations section.

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Comer Industries, with registered office in Reggiolo (Reggio Emilia, Italy) and listed on Borsa Italiana's Euronext Milan market, is the world leader in the design and manufacture of advanced engineering systems and mechatronic solutions for power transmissions. The company operates in the fields of agricultural machinery, construction, wind power, and electric vehicle motors and transmissions. Founded in 1970, Comer Industries has grown over the years and today has 14 production areas worldwide and around 4,000 employees. Corporate website: www.comerindustries.com.

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Contacts:
Comer Industries - Investor Relations	Barabino & Partners -	Media Relations
Alessandro Brizzi	Ferdinando de Bellis	Carlotta Bernardi
[e-mail]	[e-mail]	[e-mail]
[phone]	[phone]	[phone]

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