Business
Learnd : 2026 AGM & EGM Proposed Resolutions
Learnd : 2026 AGM & EGM Proposed
About this update from Learnd Se Class A
[Company logo] learnd SE Société européenne Registered office: 9, Rue de Bitbourg, L-1273 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg B255487 (the " Compan y") Agenda and proposed resolutions of the extraordinary general meeting of the shareholders of the company to be held on 7 July 2026 at 11:00 am CEST (the Extraordinary General Meeting") and the annual general meeting of the shareholders of the Company to be held on 7 July 2026 at 11:30 am CEST (the "Annual General Meeting") Agenda and proposed Resolutions 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. Proposed Resolution The Extraordinary General Meeting resolves to change the name of the Company from learnd SE to AnchorCore SE and to amend article 1 of the articles of association of the Company as follows: "There exists a European Company (Societas Europaea, SE) under the name AnchorCore SE (the " Company ") which is governed by the law of 10 August 1915 on commercial companies, as amended (the " Law "), by the provisions of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (the " Regulation "), as well as by the present articles of association." Agenda and proposed Resolutions 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. Proposed Resolution [No resolution required.] Approval of the Company's annual accounts for the financial year ended on 31 December 2025. Proposed Resolution The Annual General Meeting resolves to approve 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. Proposed Resolution The Annual General Meeting resolves to approve 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. Proposed Resolution The Annual General Meeting resolves to acknowledge a loss of one hundred forty million eight hundred fifty-three thousand nine hundred forty-seven euros and sixty-seven cents (EUR 140,853,947.67) made for the financial year ended on 31 December 2025 and to allocate the results of the Company for the financial year ended on 31 December 2025 as follows: Results brought forward of the previous financial year: (EUR 66,885,916.30) Results of the financial year 2025: (EUR 140,853,947.67) Results to be carried forward to the following financial year: (EUR 207,739,863.97) 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. Proposed Resolution The Annual General Meeting resolves to grant 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. Proposed Resolution The Annual General Meeting resolves to grant 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. Proposed Resolution The Annual General Meeting resolves to grant 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. Proposed Resolution The Annual General Meeting resolves to grant 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. Proposed Resolution The Annual General Meeting resolves to grant 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. Proposed Resolution The Annual General Meeting resolves to grant 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. Proposed Resolution The Annual General Meeting resolves to grant 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. Proposed Resolution The Annual General Meeting resolves to appoint 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. Proposed Resolution The Annual General Meeting resolves to renew 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. Proposed Resolution The Annual General Meeting resolves to approve, on an advisory basis, 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. Proposed Resolution The Annual General Meeting resolves to approve, on an advisory basis, 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. Proposed Resolution The Annual General Meeting resolves to approve the remuneration of the members of the Supervisory Board for the financial year ending on 31 December 2025.