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Learnd : 2026 AGM & EGM Proxy and Voting Form
Learnd : 2026 AGM & EGM Proxy and Voting
About this update from Learnd Se Class A
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 the extraordinary general meeting of the shareholders of the Company to be held on 7 July 2026 at 11:00 am CEST and the annual general meeting of the shareholders of the Company to be held on 7 July 2026 at 11:30 am 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 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 ", together with the Extraordinary General Meeting, the " General Meetings "). 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 3 June 2026: i) by attending the General Meetings 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 General Meetings. In order to exercise your voting rights at the General Meetings, 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 3 June 2026. Printed form - Please choose Option 1 or Option 2 by 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 1 July at 6:00 pm CET. Attn: Agency Services Team Address: 69, route d'Esch, L-2953 Luxembourg, Grandy Duchy of Luxembourg Tel: +352 4590 4597 Email: [email protected] Swift Address: BILLLULL 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 General Meetings in accordance with the instructions set out below (the " Proxy Representative "): □ any member of the management board or any representative of the Centralizing Agent, with full power of substitution, 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 23 June 2026 at 12:00 am CEST (midnight) , being the date that is 14 days before the date of the General Meetings (the " Record Date "), hereby gives an irrevocable proxy to the Proxy Representative named above to represent the undersigned at the Extraordinary General Meeting of the Company to be held on 7 July 2026 at 11:00 am CEST at 41A, Avenue J.F. Kennedy, L-1855 Luxembourg the Annual General Meeting of the Company to be held on 7 July 2026 at 11:30 am CEST at 41A, Avenue John F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg, in order to deliberate and vote all of my shares on the items of the agenda of the General Meetings in accordance with the instructions and as set forth otherwise in Section B below. The Proxy Representative participating in the General Meetings 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 may be 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 1 July 2026 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 General Meetings (by making use of this form). By completing this voting form, you are exercising your voting rights at the General Meetings 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: I will not attend the General Meetings in person or by a proxy and I wish to cast my vote at the General Meetings 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 I am fully aware of the content of the convening notice to the Extraordinary General Meeting and 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 1 July 2026 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 General Meetings: Extraordinary General Meeting AGENDA ITEM 1 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 VOTE FOR VOTE AGAINST ABSTENTION 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." □ □ □ Annual General Meeting AGENDA ITEM 1 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.] No vote required AGENDA ITEM 2 Approval of the Company's annual accounts for the financial year ended on 31 December 2025. PROPOSED RESOLUTION VOTE FOR VOTE AGAINST ABSTENTION The Annual General Meeting resolves to approve the Company's annual accounts for the financial year ended on 31 December 2025 . □ □ □ AGENDA ITEM 3 Approval of the Company's consolidated accounts for the financial year ended on 31 December 2025. PROPOSED RESOLUTION VOTE FOR VOTE AGAINST ABSTENTION The Annual General Meeting resolves to approve the Company's consolidated accounts for the financial year ended on 31 December 2025. □ □ □ AGENDA ITEM 4 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 VOTE FOR VOTE AGAINST ABSTENTION 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) □ □ □ AGENDA ITEM 5 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 VOTE FOR VOTE AGAINST ABSTENTION 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. □ □ □ AGENDA ITEM 6 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 VOTE FOR VOTE AGAINST ABSTENTION 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. □ □ □ AGENDA ITEM 7 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 VOTE FOR VOTE AGAINST ABSTENTION 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. □ □ □ AGENDA ITEM 8 s 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 VOTE FOR VOTE AGAINST ABSTENTION 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. AGENDA ITEM 9 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 VOTE FOR VOTE AGAINST ABSTENTION 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. □ □ □ AGENDA ITEM 10 s 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 VOTE FOR VOTE AGAINST ABSTENTION 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. □ □ □ AGENDA ITEM 11 s 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 VOTE FOR VOTE AGAINST ABSTENTION 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. □ □ □ AGENDA ITEM 12 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 VOTE FOR VOTE AGAINST ABSTENTION 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. □ □ □ AGENDA ITEM 13 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 VOTE FOR VOTE AGAINST ABSTENTION 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. □ □ □ AGENDA ITEM 14 Presentation of and advisory vote on the remuneration report for the financial year ended on 31 December 2025. PROPOSED RESOLUTION VOTE FOR VOTE AGAINST ABSTENTION The Annual General Meeting resolves to approve, on an advisory basis, the remuneration □ □ □ report for the financial year ended on 31 December 2025. AGENDA ITEM 15 Presentation of and advisory vote on the amended remuneration policy for the Company. PROPOSED RESOLUTION VOTE FOR VOTE AGAINST ABSTENTION The Annual General Meeting resolves to approve, on an advisory basis, the amended remuneration policy for the Company. □ □ □ AGENDA ITEM 16 Approval of the remuneration of the members of the Supervisory Board for the financial year ending on 31 December 2025. PROPOSED RESOLUTION VOTE FOR VOTE AGAINST ABSTENTION 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. □ □ □ Any lack of a clearly expressed choice in relation to one or more of the various voting instruction options provided above and any contradictory choice will be considered as an instruction or a decision, as applicable, to abstain from voting in respect of the proposed resolution. Important: Please send this form to the Company by no later than 1 July 2026 at 6:00 pm CEST by email to: [email protected] . Any forms received after this date will not be registered by the Company and your votes will not be recorded at the General Meetings. Signed in , on . Shareholder: By: Title: