Learnd : 2024 AGM – Proxy and Voting Forms

Arendt draft - 14 May 2024

learnd SE

Société européenne

Registered office: 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg

R.C.S. Luxembourg: B255487

(the "Company")

PROXY AND VOTING FORM FOR AN EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY TO BE HELD ON 19 JUNE 2024 AT 12.30 PM CEST AND THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD ON 19 JUNE 2024 AT 13.00 PM CEST

Important instructions regarding the attendance and the exercise of your voting rights at the extraordinary general meeting of the shareholders of the Company to be held on 19 June 2024 at 12.00 pm CEST at 41A, Avenue John F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg (the "Extraordinary General Meeting") and the annual general meeting of the shareholders of the Company to be held on 19 June 2024 at 12.30 pm CEST at 41A, Avenue John F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg (the "Annual General Meeting").

Shareholders may exercise their voting rights at the Extraordinary General Meeting and the Annual General Meeting in one of the following manners, as further described in the convening notice to the Extraordinary General Meeting and the Annual General Meeting published on 17 May 2024: i) by attending the Extraordinary General Meeting and the Annual General Meeting in person; ii) by appointing a proxy representative; or iii) by voting by correspondence.

Section A. Appointment of proxy or vote by correspondence

Option 1. Appointment of a proxy representative.

Option 2. Vote by correspondence prior to the Extraordinary General Meeting and the Annual General Meeting.

In order to exercise your voting rights at the Extraordinary General Meeting and the Annual General Meeting, these instructions shall be read together with the information set out in the convening notice to the Extraordinary General Meeting and the Annual General Meeting published on 17 May 2024.

Printed form - Please choose Option 1or Option 2by filling in the required information in this Section A, tick the corresponding boxes in section B, then date and sign below.

Electronic form - Alternatively, shareholders can electronically follow the vote instruction sent through clearings via swift message to fill in a voting form no later than 13 June 2024 at 6.00 pm CEST.

Attn:Agency Services Team (Desk 408D)

Address: 69, route d'Esch, L-2953 Luxembourg

Email:as_agm@bil.com

Option 1. Appointment of a proxy representative (by making use of this form).

By completing this proxy form, you are authorising and instructing as your proxy representative to exercise your voting rights at the Extraordinary General Meeting and/or the Annual General Meeting in accordance with the instructions set out below (the "Proxy Representative"):

• ____________________________, member of the management board of the Company

OR

• …………………………………………………………………………………………………
  ……………………………………………………..
  …………………………………………………………………………………………………
  ……………………………………………………..
  (insert first name, family name, date and place of birth and address of the person you are designating as your Proxy Representative).

The undersigned,

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

(if an individual: please indicate first and family name, address and email address)

(if a company: please indicate name or company name, registered office, registration authority and number, address and email address)

holding

_____________________________ shares of the Company on 5 June 2024 at midnight CEST,

being the date that is 14 days before the date of the Extraordinary General Meeting and the Annual General Meeting (the "Record Date"), hereby gives an irrevocable proxy to the Proxy Representative named above to represent the undersigned at the Extraordinary General Meeting and the Annual General Meeting, in order to deliberate and vote all of my shares on the

items of the agenda of the Extraordinary General Meeting and the Annual General Meeting in accordance with the instructions and as set forth otherwise in Section B below.

The Proxy Representative participating in the Extraordinary General Meeting and the Annual General Meeting shall carry proof of identity.

In case of a conflict of interest, the Proxy Representative shall disclose certain specified facts which may be relevant for the undersigned in assessing any risk that the Proxy Representative might pursue any interest other than the interest of the undersigned. In consideration of this requirement, please note that the Proxy Representative is a member of the management board (the "Management Board").

This proxy and the rights, obligations and liabilities of the undersigned and the Proxy Representative hereunder shall be governed by the laws of Luxembourg.

The undersigned undertakes to indemnify the Proxy Representative against any claims, losses, costs, expenses, damages or liability sustained or incurred by the Proxy Representative as a result of any action taken in good faith pursuant to the present proxy.

Any claims, disputes or disagreements arising under, in connection with or by reason of this proxy shall be brought by the undersigned and the Proxy Representative in the courts of the city of Luxembourg, and each of the undersigned and the Proxy Representative hereby submits to the exclusive jurisdiction of such courts in any such actions or proceeding and waives any objection to the jurisdiction or venue of such courts.

This proxy shall remain valid if the above meeting is for any reason, postponed or rescheduled unless the agenda is modified.

Instructions:

The shareholders whose shares are in book entry form held on a securities account shall submit by no later than 13 June 2024 at 6.00 pm CEST a form from their depository bank or financial institution showing their number and ownership of shares as at the Record Date.

Please issue an instruction for each proposed resolution made by the Management Board on the agenda items. Only one instruction may be issued for each item of the agenda. If you do not explicitly issue instructions in respect of the individual agenda items, the Proxy Representative will abstain from voting for these items. Please mark your decision by a cross in the corresponding space reserved to that effect below. Please mark with a cross only within the small box .

Option 2. Vote by correspondence prior to the Extraordinary General Meeting and/or the Annual General Meeting (by making use of this form).

By completing this voting form, you are exercising your voting rights at the Extraordinary General Meeting and/or the Annual General Meeting as set out below.

The undersigned,

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

(if an individual: please indicate first and family name, address and email address)

(if a company: please indicate name or company name, registered office, registration authority and number, address and email address)

holding

_____________________________ shares of the Company on the Record Date hereby state

that:

1. I will not attend the Extraordinary General Meeting and/or the Annual General Meeting in person or by a proxy and I wish to cast my vote at the Extraordinary General Meeting and/or the Annual General Meeting on the proposed resolutions made by the Management Board on the agenda items, by ticking the appropriate box set forth next to each agenda item in Section B. below; and
2. I am fully aware of the content of the convening notice to the Extraordinary General Meeting and/or the Annual General Meeting and I have taken into account the contents of the convening notice in order to cast my vote on the proposed resolutions made by the Management Board on the agenda items in the present voting form.

Instructions:

The shareholders whose shares are in book entry form held on a securities account shall submit by no later than 13 June 2024 at 6.00 pm CEST a form from their depository bank or financial institution showing their number and ownership of shares as at the Record Date.

Please cast your votes for each proposed resolution made by the Management Board on the agenda items. Only one vote may be issued for each item of the agenda. If you do not explicitly cast a vote in respect of the individual agenda items, no vote shall be taken into account. Please mark with a cross only within the small box .

Section B. Voting instructions (Option 1) or voting by correspondence (Option 2), as applicable, for the Extraordinary General Meeting and/or the Annual General Meeting:

AGENDA FOR THE EXTRAORDINARY GENERAL MEETING

Agenda Item 1

Disclosure of conflicts of interest arising from transactions subject to article 442-18 of the law of 10 August 1915 on commercial companies, as amended.

voting, the quorum was not sufficient and the decision was deferred to the present general meeting of shareholders.

In the light of the foregoing, the general meeting of shareholders resolves to approve the Repayment of the Shareholder Loan Agreement and the Repayment of the Further Shareholder Loan Agreement."

Agenda Item 2

Conversion of the one million two hundred fifty thousand (1,250,000) class B2 shares without nominal value of the Company (the "Class B2 Shares") into one million two hundred fifty thousand (1,250,000) class A shares without nominal value of the Company.

Agenda Item 3

Conversion of the one million two hundred fifty thousand (1,250,000) class B3 shares without nominal value of the Company (the "Class B3 Shares") into one million two hundred fifty thousand (1,250,000) class A shares without nominal value of the Company.

Agenda Item 4

Amendment of article 16.1 of the articles of association of the Company.

Agenda Item 5

Subject to the approval of items 2 and 3, amendment and full restatement of the articles of association of the Company in the form published on its website to take into account notably the conversion of the Class B2 Shares and the Class B3 Shares.

AGENDA FOR THE ANNUAL GENERAL MEETING

Agenda Item 1

Presentation of the management report of the management board of the Company (the "Management Board") and of the report of the independent auditor (réviseur d'entreprises agréé) on the Company's consolidated accounts for the financial year ended 31 December 2023 and on the Company's annual accounts for the financial year ended 31 December 2023.

PROPOSED RESOLUTION

and of the report of the independent auditor (réviseur d'entreprises agréé) on the Company's consolidated accounts for the financial year ended 31 December 2023 and on the Company's annual accounts for the financial year ended 31 December 2023."

[No resolution required.]

Agenda Item 2

Approval of the Company's consolidated accounts for the financial year ended 31 December 2023.

Agenda Item 3

Approval of the Company's annual accounts for the financial year ended 31 December 2023.

Agenda Item 4

Acknowledgment of the result of the Company made for the financial year ended 31 December 2023 and allocation of the results of the Company for the financial year ended 31 December 2023.

three hundred sixty-nine euro (EUR 28.574.369,00) made for the financial year ended 31 December 2023 and to allocate the results of the Company for the financial year ended 31 December 2023 as follows:

• Results brought forward of the previous financial year: EUR - 11.705.829,00
• Results of the financial year 2023: EUR - 28.574.369,00
• Results to be carried forward to the following financial year: EUR - 40.280.198,00"

Agenda Item 5

Granting of discharge (quitus) to Mr. John Clifford, member of the Management Board, for the exercise of his mandate during the financial year ended 31 December 2023.

Agenda Item 6

Granting of discharge (quitus) to Ms. Jennifer Rudder, member of the Management Board, for the exercise of her mandate during the financial year ended 31 December 2023.

Agenda Item 7

Granting of discharge (quitus) to Mr. Simon Wood, member of the Management Board, for the exercise of his mandate during the financial year ended 31 December 2023.

Agenda Item 8

Granting of discharge (quitus) to Mr. Josef Brunner, member of the supervisory board of the Company (the "Supervisory Board"), for the exercise of his mandate during the financial year ended 31 December 2023.

Agenda Item 9

Granting of discharge (quitus) to Mr. Gisbert Rühl, member of the Supervisory Board, for the exercise of his mandate during the financial year ended 31 December 2023.

Agenda Item 10

Granting of discharge (quitus) to Mr. Stefan Spang, member of the Supervisory Board, for the exercise of his mandate during the financial year ended 31 December 2023.