Learnd : 2026 AGM & EGM Convening Notice

About this update from Learnd Se Class A

learnd SE Société européenne Siège social: 9, Rue de Bitbourg, L-1273 Luxembourg Grand-Duché de Luxembourg R.C.S. Luxembourg B255487 (the " Company ") Convening notice to an extraordinary general meeting of shareholders and the annual general meeting of the shareholders of the Company The extraordinary general meeting of the shareholders of the Company (the " Extraordinary General Meeting ") is to be held on 7 July 2026 at 11:00 CEST at 41A, Avenue John F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg. I. AGENDA FOR THE EXTRAORDINARY GENERAL MEETING Change of the name of the Company from learnd SE to AnchorCore SE and subsequent amendment of article 1 of the articles of association of the Company. 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 7 July 2026 at 11:30 CEST at 41A, Avenue John F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg. AGENDA FOR THE ANNUAL GENERAL MEETING Presentation of the combined consolidated report of the management board of the Company (the " Management Board ") and the observations of the supervisory board of the Company (the " Supervisory 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 2025 and on the Company's annual accounts for the financial year ended on 31 December 2025. Approval of the Company's annual accounts for the financial year ended on 31 December 2025. Approval of the Company's consolidated accounts for the financial year ended on 31 December 2025. Acknowledgement of the result of the Company made for the financial year ended on 31 December 2025 and allocation of the results of the Company for the financial year ended 31 December 2025. Granting of discharge ( quitus ) to Gisbert Ruehl, member of the Management Board, for the exercise of his mandate during the financial year ended on 31 December 2025. Granting of discharge ( quitus ) to Simon Wood, member of the Management Board, for the exercise of his mandate during the financial year ended on 31 December 2025. Granting of discharge ( quitus ) to John Clifford, member of the Management Board, for the exercise of his mandate during the financial year ended on 31 December 2025. Granting of discharge ( quitus ) to Karl Theodor zu Guttenberg, member of the Supervisory Board, for the exercise of his mandate during the financial year ended on 31 December 2025. Granting of discharge ( quitus ) to Stefan Spang, member of the Supervisory Board, for the exercise of his mandate during the financial year ended on 31 December 2025. Granting of discharge ( quitus ) to Johann Stachow, member of the Supervisory Board, for the exercise of his mandate during the financial year ended on 31 December 2025. Granting of discharge ( quitus ) to Josef Brunner, member of the Supervisory Board, for the exercise of his mandate during the financial year ended on 31 December 2025. Appointment of Johann Stachow as member of the Supervisory Board until the general meeting of shareholders called to approve the annual account of the Company for the financial year ending on 31 December 2028. Renewal of the mandate of Forvis Mazars, a société anonyme , having its registered office at 5, rue Guillaume Kroll 1882 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 general meeting of shareholders of the Company approving the annual accounts relating to the financial year ending on 31 December 2026. Presentation of and advisory vote on the remuneration report for the financial year ended on 31 December 2025. Presentation of and advisory vote on the amended remuneration policy for the Company. Approval of the remuneration of the members of the Supervisory Board for the financial year ending on 31 December 2025. PARTICIPATION IN THE ANNUAL GENERAL MEETING 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 23 June 2026 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 at [email protected] within the period from the Record Date until 1 July 2026 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. Attendance Shareholders may exercise their voting rights at the General Meetings, as applicable, in one of the following manners, as further described below: by attending the meeting in person, in the manner described below; or by appointing a proxy representative, in the manner described below; or 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. Attendance in person The intention of a shareholder to participate in person in the General Meetings (the " In-Person Attendance Declaration Form ") shall be notified by such shareholder to the centralizing agent of the Company by e-mail at [email protected] no later than 1 July 2026 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. 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 at [email protected] no later than 1 July 2026 at 6:00 pm CEST. One person may represent more than one shareholder. 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). 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 at [email protected] . 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 1 July 2026 at 6:00 pm CEST will be considered. 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 at [email protected] or in any other form, and in particular by any other electronic means made available, no later than 1 July 2026 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 at [email protected] . 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 1 July 2026 at 6:00 pm CEST will be considered. Quorum and majority requirements Extraordinary General Meeting Pursuant to the Company's articles of association and the Luxembourg law dated 10 August 1915 on commercial companies, as amended, resolution regarding item 1 of the agenda of the Extraordinary General Meeting will be passed at a majority of 2/3 of the votes validly cast and only if a quorum of at least half of the share capital is present or represented. Annual General Meeting Pursuant to the Company's articles of association and the Luxembourg law dated 10 August 1915 on commercial companies, as amended, resolutions regarding items 2 to 13 and item 16 of the agenda will be passed at a simple majority of the votes validly cast, regardless of the portion of capital represented, it being understood that items 14 and 15 constitute advisory votes only. Item 1 does not require any votes from the shareholders of the Company. Share capital and voting rights At the time of convening the General Meetings, the Company's share capital amounts to nine hundred forty-nine thousand seven hundred fifty-six euro and thirty cent (EUR 949,756.30), represented by twenty-four million seven hundred and thirty-three thousand two hundred and thirty-seven (24,733,237) class A shares without nominal value. Each share entitles the holder to one vote. 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: Banque Internationale à Luxembourg S.A. 69, route d'Esch, Office PLM -101F L-2953 Luxembourg, Grand Duchy of Luxembourg +352 4590 4825 [email protected] Language The General Meetings will be held in English. (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. 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 Annual General Meeting 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 at [email protected] or download them from the Company's website ( https://ir.learnd.co.uk/publications/ ) . QUESTIONS Shareholders duly registered have the right to ask questions related to items on the above agenda at the General Meetings within the limits provided by law. 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 Annual General Meeting or Extraordinary General Meeting and (ii) to table draft resolutions for items included or to be included in the agenda of the Annual General Meeting or Extraordinary General Meeting. Such rights must be exercised by sending such request by 15 June 2026 at 6:00 pm CEST at the latest, to the e-mail address of the centralizing agent of the Company: [email protected] . Where the requests entail a new item in the agenda for the Annual General Meeting or Extraordinary General Meeting already communicated to the shareholders, the Company will publish a revised agenda on or before 22 June 2026 at the latest. 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. Luxembourg, 3 June 2026 For the Management Board: Gisbert Ruehl Title: Member of the Management Board /7

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