learnd SE

Société européenne

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

R.C.S. Luxembourg B 255487

Remuneration Report 2023

INTRODUCTION

learnd SE, with its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés Luxembourg) under B 255487 ("learnd", or the "Company"), is a European Company (Societas Europaea). The shares of the Company are admitted to trading on the regulated market of the Frankfurt Stock Exchange (General Standard) since 19 October 2021.

This remuneration report (the "Remuneration Report") has been drawn up for the purposes of Article 7b of the Luxembourg law of 24 May 2011 on the exercise of certain rights of shareholders at general meetings, as amended (the "Shareholders' Rights Law") and in accordance with Luxembourg legal requirements, containing the main features of the remuneration systems for the management board of the Company (the "Management Board") and the supervisory board of the Company (the "Supervisory Board") for the financial year 2023.

The Report is submitted to the advisory vote of the Company's shareholders in connection with agenda item 14 of the annual general meeting of the Company's shareholders to be held on 19 June 2024 (the "AGM").

  1. GENERAL
    The Company has been incorporated as a special purpose company ("SPAC") in view of the acquisition of one operating business with principal business in a member state of the European Economic Area or the United Kingdom or Switzerland through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (the "Business Combination").
    Prior to the Business Combination in January 2023, the Management Board's main activity was evaluating and reviewing proposals for potential Business Combinations. The Company had no operational activities. The Company was therefore of the view that the fixed remuneration as sole compensation component besides fringes benefits and the reimbursement of expenses is appropriate as compensation and in line with market practice for a SPAC prior to its Business Combination.
    Since the Business Combination in January 2023, the Management Board's main activity is the creation, holding, development and realisation of a portfolio, consisting of interests and rights of any kind and of any other form of investment in entities in the Grand Duchy of Luxembourg and in foreign entities, in particular in entities developing, producing and distributing climate management solutions and energy-saving technologies, whether such entities exist or are to be created, especially by way of

subscription, by purchase, sale, or exchange of securities or rights of any kind whatsoever, such as equity instruments, debt instruments as well as the administration and control of such portfolio.

Against this background, the remuneration policy has been amended to promote the Company's business strategy and long-term interests in accordance with the changed purpose of the Company and activities of the Management Board and presented to the latest annual general meeting held on 30 June 2023 for an advisory vote (the "Remuneration Policy"); that means

  • providing a compensation to motivate towards the achievement of long-term goals in order to promote the Company's business strategy, long-term value and creation and sustainability;
  • providing adequate compensation in consideration of the responsibilities, competency, commitment, workload, time spent and performance of each individual;
  • reflecting the degree of required qualifications and experience of the members of the Management Board, the risks that they take personally, and honour the dedication and efforts that the member of the Management Board put into the Company;
  • ensuring that the Company continues to attract and retain individuals who consistently perform at or above expected levels and contribute to the success of the Company; and
  • aligning the interests of the shareholders with those of other stakeholders of the Company.

The Supervisory Board of the Company in the following further discussed, reviewed, and updated the Remuneration Policy regarding its Management Board. The revised remuneration policy is submitted to the advisory vote of the Company's shareholders in connection with agenda item 15 of the AGM.

  1. REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD

1. REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD GRANTED IN 2023

a) Fixed remuneration

The members of the Management Board of the Company received fixed remuneration for 2023 comprising of a base salary (as detailed in the table below), fringe benefits

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(which are not included in this remuneration report), and board fees, based on the tasks and responsibilities of the individual member of the Management Board.

Kindly note, that the current members of the Management Board on the date of this Remuneration Report have only been appointed as from 18 January 2023.

Annual base salary in 2023 (gross)

John Clifford

CEO and member of the Management Board since 18 January 2023

Simon Wood

Member of the Management Board since 18 January 2023

Jennifer Rudder

Member of the Management Board since 18 January 2023

In total

GBP 314,600

GBP 314,600

GBP 135,000 base salary

GBP 792,800

While board fees for John Clifford and Simon Wood were already included in the base salary, Jennifer Rudder received GBP 28,600 as board fees in addition to her base salary.

In addition to the remuneration stated above, all members of the Management Board were included in a D&O insurance.

b) Variable remuneration

In 2023, the members of the Management Board were awarded with variable remuneration (the cash element of which remained unpaid at the end of 2023).

In addition to the discretionary bonus to the members of the Management Board, equal to 100% of the respective annual base salary ("Bonus"), the two founders of the Company, John Clifford and Simon Wood have been additionally awarded with an onetime founder's bonus ("Founder's Bonus") to acknowledge the exceptional work they put into the Company, and its subsidiaries, and in consideration for the excellent

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performance during the Business Combination, and as motivation for the long-term goals.1

Variable remuneration

John Clifford

CEO and member of the Management Board since 18 January 2023

Simon Wood

Member of the Management Board since 18 January 2023

Jennifer Rudder

Member of the Management Board since 18 January 2023

In total

Bonus:

  • GBP 314,600 gross

Founders' Bonus:

  • EUR 1,500,000 gross to be paid in monthly instalments at a rate of EUR 100,000 per month; and
  • 150,000 learnd SE share options

Bonus:

  • GBP 314,600 gross

Founders' Bonus:

  • EUR 1,500,000 gross to be paid in monthly instalments at a rate of EUR 100,000 per month; and
  • 150,000 learnd SE share options

Bonus:

  • GBP 163,600 gross

Approx. GBP 3,368,270 plus 300,000 learnd SE share options

The members of the Management Board are required to re-invest 12.5% of the respective gross Bonus into shares of the Company to be purchased on the secondary market.

1 The grant of the Bonus and Founder's Bonus is subject to the shareholders' consent to the update of the remuneration policy requested at the AGM.

The cash elements of the Founder's Bonus and the Bonus will be paid in 2024.

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2. PRESENTATION OF THE ANNUAL CHANGE OF THE REMUNERATION OF THE MANAGEMENT BOARD, THE PERFORMANCE OF THE COMPANY AND THE AVERAGE REMUNERATION ON A FULL-TIME EQUIVALENT BASIS OF EMPLOYEES OF THE COMPANY

The Company exists since June 2021 and the remuneration of the former members of the Management Board until the Business Combination has not changed.

The performance of the company was as follows:

2023

2022

2021

REVENUE

ADJ EBITDA

£39,561,000 £35,592,000 £31,011,000

£3,401,000 £2,997,000 2,894,000

3. REVIEW OF THE APPROPRIATENESS OF THE MANAGEMENT BOARD REMUNERATION

The Supervisory Board conducted a review of the remuneration of the Management Board in financial year 2023 and came to the conclusion that the amount of the remuneration of the Management Board is appropriate from a legal perspective and ensures conformity with the Luxembourg laws.

  1. REMUNERATION OF THE SUPERVISORY BOARD
  1. REMUNERATION OF THE SUPERVISORY BOARD GRANTED IN FINANCIAL YEAR 2023
    The members of the Supervisory Board of the Company, appointed as from 18 January 2023, have waived their annual remuneration for 2023.They received no further remuneration, in particular no fringe benefits, except reimbursed costs, which are not included in this remuneration report.
  2. PRESENTATION OF THE ANNUAL CHANGE OF THE REMUNERATION OF THE SUPERVISORY BOARD
    The Company exists since June 2021. The remuneration of the former members of the Supervisory Board until the Business Combination and changes within the Supervisory Board, has not changed compared to 2021.

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LearnD SE published this content on 17 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 May 2024 13:39:05 UTC.