Learnd : General Meeting learnd SE - Convening notice (EGM 2024 and AGM 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")

CONVENING NOTICE TO AN EXTRAORDINARY GENERAL MEETING AND THE ANNUAL

GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY

An extraordinary general meeting of the shareholders of the Company (the "Extraordinary General Meeting") is 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.

1. 1. AGENDA FOR THE EXTRAORDINARY GENERAL MEETING
2. 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.
3. 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.
4. 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.
5. Amendment of article 16.1 of the articles of association of the Company.
6. 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.

The Extraordinary General Meeting shall be followed immediately by the annual general meeting of the shareholders of the Company (the "Annual General Meeting" and together with the Extraordinary General Meeting, the "General Meetings"), which is to be held on 19 June 2024 at 13.00 pm CEST at 41A, Avenue John F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg.

1. AGENDA FOR THE ANNUAL GENERAL MEETING

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.

1. Approval of the Company's consolidated accounts for the financial year ended 31 December 2023.
2. Approval of the Company's annual accounts for the financial year ended 31 December 2023.
3. Acknowledgement 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. Acknowledgment of the resignation of Ms. Jennifer Rudder, member of the Management Board, with effect as of 30 June 2024.
11. Appointment of Mr. Karl-Theodor zu Guttenberg as new member of the supervisory board of the Company, with effect as of the date of this annual general meeting of shareholders and for a period ending at the general meeting of shareholders approving the annual accounts relating to the financial year ending on 31 December 2027 to be held in 2028.
12. Renewal of the mandate of Mazars Luxembourg S.A. (société anonyme), having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand-Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B159962, as independent auditor (réviseur d'entreprises agréé) of the Company for a period ending at the annual general meeting of shareholders of the Company to be held in 2025.
13. Presentation of and advisory vote on the remuneration report for the financial year ended 31 December 2023 in the form published on the website of the Company.
14. Presentation of and advisory vote on the amended remuneration policy for the Company in the form published on its website.

16. Approval of the remuneration of the members of the Supervisory Board with effect as of 1 January 2024.

1. PARTICIPATION IN THE GENERAL MEETINGS

1. Record date
   The rights of a shareholder to participate in the General Meetings and to vote shall be determined with respect to the shares held by that shareholder on 5 June 2024 at midnight CEST (the "Record Date"). Any transferee having become owner of any shares after the
   Record Date has no right to vote at the General Meetings.
   Shareholders whose shares are held in book-entry form through the operator of a securities settlement system or with a professional depositary or sub-depositary designated by such depositary must request from their account bank or custodian a certificate certifying the number of shares recorded in their account on the Record Date (the "Proof of Holding Form").
   To participate in and vote at the General Meetings (regardless the manner they wish to participate, either by attendance in person, by representation through proxy or voting by correspondence), the Proof of Holding Form shall be submitted to the centralizing agent of the Company by e-mail to: as_agm@bil.com or at its registered office within the period from the Record Date until 13 June 2024 at 6.00 pm CEST.
   A proof of holding form is provided on the website of the Company (https://ir.learnd.co.uk/publications/) which may be used.
2. Attendance
   Shareholders may exercise their voting rights at the General Meetings, as applicable, in one of the following manners, as further described below:
3. 1. by attending the meeting in person, in the manner described below; or
   2. by appointing a proxy representative, in the manner described below; or
   3. by voting by correspondence, in the manner described below.

The Management Board considers that shareholders who provide proof of their shareholding on the Record Date and submit their voting form as set forth in section 2.3. or provide a proxy as set forth in section 2.2. of the present convening notice do not have to undertake other formalities to comply with the obligation set out in Article 5(3) of the law of 24 May 2011 on the exercise of certain shareholders' rights at general meetings of listed companies. Notwithstanding the foregoing, in case of participation in person, the intention to participate in person shall be indicated as set forth in section 2.1.

2.1. Attendance in person

The intention of a shareholder to participate in person in the General Meetings (the "In-PersonAttendance Declaration Form") shall be notified by such shareholder to the centralizing

agent of the Company by e-mail to: as_agm@bil.com no later than 13 June 2024 at 6.00 pm CEST.

An in-person attendance declaration form is provided on the website of the Company (https://ir.learnd.co.uk/publications/) which may be used.

Any shareholder participating in the General Meetings in person shall carry proof of identity.

Shareholders will have the opportunity to vote in person in the manner further specified at the General Meetings.

2.2. Representation through proxy

In the event that a shareholder appoints another person, shareholder or not, as his proxy to vote on his behalf, the completed and executed proxy form must be submitted to the centralizing agent of the Company by e-mail to: as_agm@bil.com no later than 13 June 2024 at 6.00 pm CEST.

The proxy form provided on the website of the Company (https://ir.learnd.co.uk/publications/)may be used and if used, only signed proxy forms will be taken into account (including for the avoidance of doubt, signed pursuant to a valid, legal and binding power of attorney and/or duly signed electronically). One person may represent more than one shareholder.

Shareholders having submitted a proxy form but who wish to revoke such proxy form may do so by timely providing a later dated proxy form or cancelling the proxy form in writing to the centralizing agent of the Company by e-mail to: as_agm@bil.com.

If the centralizing agent of the Company receives more than one proxy form from a shareholder, only the last proxy form received by the centralizing agent of the Company no later than 13 June 2024 at 6.00 pm CEST will be considered.

2.3. Voting by correspondence

Shareholders who do not wish to participate in person or to be represented through a proxy may vote through a voting form (including electronically) in the General Meetings. The completed and executed voting form must be submitted to the centralizing agent of the Company by e-mail to: as_agm@bil.com or in any other form, and in particular by any other electronic means made available, no later than 13 June 2024 at 6.00 pm CEST.

The voting form provided by the Company on its website (https://ir.learnd.co.uk/publications/)may be used and if used, only signed voting forms will be taken into account (including for the avoidance of doubt, signed pursuant to a valid, legal and binding power of attorney and/or duly signed electronically).

Shareholders having submitted a voting form but who wish to revoke such voting form may do so by timely providing a later dated voting form or cancelling the voting form in writing to the centralizing agent of the Company by e-mail to: as_agm@bil.com.

If the centralizing agent of the Company receives more than one voting form from a Shareholder, only the last voting form received by the centralizing agent of the Company no later than 13 June 2024 at 6.00 pm CEST will be considered.

1. Quorum and majority requirements Extraordinary General Meeting
   Pursuant to the Company's articles of association and the law of 10 August 1915 on commercial companies, as amended (the "1915 Law"), resolution 1 at a general meeting of the shareholders duly convened is adopted by a simple majority of the votes validly cast, regardless of the portion of capital represented.
   Any amendment of the articles of association of the Company requires a majority of at least two-thirds of the votes validly cast at a general meeting of shareholders at which at least half of the share capital is present or represented. In case the second condition is not satisfied, a second meeting may be convened in accordance with the 1915 Law, which may deliberate regardless of the proportion of the capital represented and at which resolutions are taken at a majority of at least two-thirds of the votes validly cast. Abstention and nil votes will not be taken into account for the calculation of the majority. The resolutions to be passed under such requirements are 2, 3, 4, and 5.
   For as long as the Company has different classes of shares, and when the deliberations of the general meeting of shareholders would be susceptible to modify the respective rights of such share classes, the applicable quorum and majority requirements must be met in each of the share classes. The resolutions to be passed under such requirements are 2 and 3.
   Annual General Meeting
   There are no quorum requirements for the proposed resolutions 2 to 16 to be passed, which are adopted by a simple majority of the voting rights duly present or represented, save for agenda item 1, for which no vote is necessary.
2. Share capital and voting rights
   At the time of convening the General Meetings, the Company's share capital amounts to one million eight thousand seven hundred sixty-three euro and fifty-five cent (EUR 1,008,763.55), represented by (i) one million two hundred fifty thousand (1,250,000) class B2 shares without nominal value, (ii) one million two hundred fifty thousand (1,250,000) class B3 shares without nominal value and (iii) twenty-three million seven hundred sixty-nine thousand eight hundred eighty-four (23,769,884) class A shares without nominal value, all of which are fully paid up. Each share entitles the holder to one vote.
3. Contact details of the centralizing agent of the Company
   The contact details of the centralizing agent duly mandated by the Company to receive (i) the Proof of Holding Form, (ii) the In-Person Attendance Declaration Form (where applicable), (iii) the proxy form (where applicable) and (iv) the voting form (where applicable) and any questions about the General Meetings pursuant to this convening notice are as follows:

6. Language

The General Meetings will be held in English. The (i) the Proof of Holding Form, (ii) the In- Person Attendance Declaration Form (where applicable), (iii) the proxy form (where applicable) and (iv) the voting form (where applicable) shall be provided by the shareholders in English.

IV. AVAILABILITY OF THE DOCUMENTATION

The following information is available as from the day of the publication of this convening notice in the Luxembourg official gazette RESA (Recueil Electronique des Sociétés et Associations) and at least until and including the day of the General Meetings on the Company's website (https://ir.learnd.co.uk/publications/):

• this convening notice for the General Meetings;
• the draft resolutions in relation to each of the items included in the agenda to be adopted at the General Meetings, or, where no resolution is proposed to be adopted, a comment from the Management Board;
• the total number of shares in issue and voting rights at the date of the convening notice;
• all documents made available by the Company at the General Meetings;
• the In-Person Attendance Declaration Form, the Proof of Holding Form, the proxy form, the voting form.

The shareholders may obtain without charge a copy of the full text of any of the above documents upon request to the centralizing agent of the Company by e-mail to: as_agm@bil.com or download them from the Company's website (https://ir.learnd.co.uk/publications/).

1. REVISED AGENDA

Shareholders providing evidence that they hold individually or collectively at least five percent (5%) of the issued share capital of the Company as of the Record Date are entitled to (i) request the addition of items to the agenda of the Extraordinary General Meeting and/or the Annual General Meeting and (ii) table draft resolutions for items included or to be included in the agenda of the respective General Meeting.

Such rights must be exercised by sending such request by 28 May 2024 at midnight CEST at the latest, to the e-mail address of the centralizing agent of the Company: as_agm@bil.com.

Where the requests entail a new item in the agenda for the respective General Meeting already communicated to the shareholders, the Company will publish a revised agenda on or before 4 June 2024 at the latest.

VI. RESULTS

Subject to compliance with the threshold notification obligations provided for by the Luxembourg law of 11 January 2008 on transparency requirements for issuers of securities, as amended, there is no limit to the maximum number of votes that may be exercised by the same person, whether in its own name or by proxy. The results of the vote will be published on the Company's website (https://ir.learnd.co.uk/publications/) within fifteen (15) days following the General Meetings.

VII. SHAREHOLDER QUESTIONS

Duly registered shareholders that have correctly submitted their Proof of Holding Form shall have the opportunity to submit questions to the Company.

Questions in relation to the items on the agenda of the General Meetings may be submitted in writing in advance of the General Meetings. Shareholders must submit questions, along with their full name, via e-mail to the following address: as_agm@bil.com no later than 14 June 2024 at

6.00 pm CEST. Questions submitted after this deadline may not be answered and any questions submitted in writing by other means will not be considered.

The submitted questions will be answered at the reasonable discretion of the Company in the respective General Meeting to the extent possible in view of the preparation, organisation and process of such meeting, and subject to the protection of confidentiality and its commercial interests. In particular, questions may be summarised, combined or separated. Reasonable questions may be selected in the interest of the other shareholders, and questions from shareholders' associations and institutional investors with significant voting interests may be given preference.

Luxembourg, 17 May 2024

For the Management Board: