Learnd : Remuneration Policy 2026

About this update from Learnd Se Class A

learnd SE Société européenne Registered office: 9, rue de Bitbourg, L-1273, Grand Duchy of Luxembourg R.C.S. Luxembourg B 255487 Remuneration Policy May 2026 Edition INTRODUCTION 1 l earnd SE, is a European company ( Societas Europaea ) under Luxembourg law, with its registered office at 9, rue de Bitbourg, L-1273, Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register ( Registre de commerce et des sociétés de Luxembourg ) under number B 255487 (" learnd ", or the " Company "). As per the provisions of Luxembourg law and Article 14, 15 and 16 of the Company's articles of association, the Company is managed by the management board (the " Management Board ") which is vested with the broadest powers to act in the name of the Company and to take any actions necessary or useful to fulfil the Company's corporate purpose, with the exception of the powers reserved by law or the articles of association of the Company to the supervisory board of the Company (the Supervisory Board ") or to the general shareholders' meeting of the Company. The shares of the Company are admitted to trading on the regulated market of the Frankfurt Stock Exchange (General Standard) since 19 October 2021. GENERAL SCOPE OF APPLICATION The following remuneration policy has been drawn up for the purposes of Article 7bis 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 for the purposes of complying with customary principles of good corporate governance with respect to remunerations paid to the members of the management of the Company. The remuneration policy shall apply to the remunerations paid to the members of the Management Board (please see Section B. ) as well as the members of the Supervisory Board (please see Section C. ) and as from the 9 October 2025. ADOPTION AND AMENDMENTS; ADVISORY VOTE BY THE GENERAL MEETING As per the provisions of the Shareholders' Rights Law, the remuneration policy will be presented by the Company for an advisory vote to its general meeting of shareholders to be held in Luxembourg on 7 July 2026. The Management Board has the right to amend the remuneration policy as it may deem required or where the general meeting rejects the proposed remuneration policy. ‌1 Subject to a change of denomination In the latter case, the revised remuneration policy shall describe and explain all significant changes and, where applicable, how the votes and views of the general meeting of shareholders on the remuneration policy and, as the case may be, the remuneration reports since the most recent vote on the remuneration policy by the general meeting of shareholders have been taken into account. In case of an amendment of the remuneration policy for whatsoever reason, the Company shall submit a revised remuneration policy to an advisory vote at the following general meeting of shareholders. In case of no amendment, the remuneration policy will be presented periodically to the annual general meeting of shareholders for an advisory vote in accordance with statutory requirements set out in the Shareholders' Rights Law or in the event of material changes. Following the advisory vote of the general meeting of shareholders on this remuneration policy, the Company shall, without undue delay, publish this remuneration policy together with the date and result of the vote on the Company's website. The remuneration policy shall remain freely accessible to the public on the Company's website for at least as long as it remains applicable in accordance with statutory requirements set out in the Shareholders' Right Law. MEASURES TO AVOID AND MANAGE CONFLICT OF INTERESTS The Company has in place the following measures to avoid and manage conflicts of interests with respect to remuneration paid to the members of the Management Board and members of the Supervisory Board of the Company: In the event that a member of the Management Board or a member of the Supervisory Board of the Company has, directly or indirectly, a financial interest which is in conflict to the interest of the Company in connection with a transaction falling in the competence of the Management Board respectively the Supervisory Board, the member of the Management Board or member of the Supervisory Board of the Company shall make known to the Management Board respectively the Supervisory Board such conflict of interest and shall cause a record of this statement. The member of the Management Board or member of the Supervisory Board of the Company may not take part in the discussions relating to that transaction and may not vote on any resolutions relating to that transaction. Any such conflict of interest must be reported to the next general meeting of shareholders prior to such meeting taking any resolution on any other item. REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD BUSINESS STRATEGY AND LONG-TERM INTERESTS AND SUSTAINABILITY The Company's purpose shall be 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. CONTRIBUTION TO THE BUSINESS STRATEGY AND LONG-TERM INTERESTS AND SUSTAINABILITY OF THE COMPANY This remuneration policy ensures the interest alignment and contributing to the business strategy, long-term interests, and sustainability of the Company and plays an important role in successfully promoting and fostering the implementation of the corporate strategy and the short-term as well as long-term development of the Company. The Company therefore provides strong incentives linked to the development of the Company; 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. FIXED REMUNERATION COMPONENTS The fixed remuneration of the members of the Management Board comprises a base board remuneration and fringe benefits and is currently as set out below. This is subject to changes approved by the Supervisory Board. Board remuneration In consideration for the services provided as member of the Management Board, each member or the sole manager shall receive a base remuneration of up to a maximum gross amount of EUR 150,000 per annum as determined by the Supervisory Board from time to time, payable in twelve equal instalments at the end of each month. The Supervisory Board shall determine the individual base remuneration of each member of the Management Board or the sole manager taking into account the scope of responsibilities, experience, qualifications and market conditions. Annual Share Grant In addition to the base board remuneration and in order to align with shareholders' interests and long-term value creation, each member of the Management Board or the sole manager may receive from the Company up to 150,000 class A shares of the Company per annum as determined by the Supervisory Board, during the duration of his or her services. Fringe benefits Each member of the Management Board or the sole manager is entitled to fringe benefits appropriate to his or her role, including mobile phone usage for the proper performance of his or her duties. The specific modalities of such benefits shall be agreed in good faith between the Company and the respective member of the Management Board. Reasonable and duly evidenced expenses incurred by any member of the Management Board in the proper performance of his or her duties, such as travelling expenses, shall be reimbursed by the Company in accordance with its applicable expense policies. For the avoidance of doubt, unless otherwise determined by the Supervisory Board, members of the Management Board are not entitled to participate in or receive any health insurance, life insurance, retirement plans, or any other benefits of the type offered by the Company to its employees, nor do they receive any additional remuneration for board or committee memberships. VARIABLE REMUNERATION Each member of the Management Board or the sole manager is entitled to a discretionary annual bonus payment of up to, but not exceeding, 100% of the fixed annual compensation, subject to the sole discretion of the Supervisory Board. The variable remuneration of any member of the Management Board could also be composed of long-term incentives either in the form of shares, share options or cash settlements depending on the development of the Company' share price. The variable remuneration of any member of the Management Board is generally determined on the basis of overall target achievements assessed on an annual basis by the Supervisory Board following the holding of a specific meeting with any member of the Management Board. Different bonus target levels could be included in the overall target achievement, e,g, corporate goals, personal goals and compliance goals. REMUNERATION-RELATED LEGAL ACTS The service agreement of each member of the Management Board or the sole manager shall be concluded for an initial term of up to three (3) years from the date of his or her appointment as member of the Management Board by the Supervisory Board. Each service agreement shall automatically extend for any period for which the respective member is re-appointed as member of the Management Board. A service agreement shall terminate automatically and immediately upon revocation of the respective member's appointment to the Management Board by the Supervisory Board, regardless of the reason for such revocation. Each member of the Management Board or the sole manager is bound by a confidentiality obligation covering all confidential information received in connection with his or her duties, which obligation shall survive the termination of the respective service agreement for a period of two (2) years. Any member of the Management Board or the sole manager of the Company is generally appointed by the Supervisory Board of the Company for a term not exceeding five years. Such members are eligible for re-appointment and may be removed at any time by a resolution adopted by the Supervisory Board with or without cause. REMUNERATION OF THE MEMBERS OF THE SUPERVISORY BOARD OVERVIEW OF THE REMUNERATION COMPONENTS The remuneration of the members of the Supervisory Board of the Company comprises a fixed component and the reimbursement of expenses as set out below. In order to align with shareholder's interest and long-term value creation, each member of the Supervisory Board is entitled to a fixed compensation of 10,000 shares in the Company per financial year. The Chairman of the Supervisory Board is entitled to a fixed compensation of 20,000 shares in the Company per financial year. Any reasonable and customary out-of-pocket expenses of the members of the Supervisory Board of the Company incurred when fulfilling their duties as member of the Supervisory Board of the Company will be reimbursed by the Company. No other compensation and/or benefits will be granted to the members of the Supervisory Board. The members of the Supervisory Board of the Company are appointed by the general meeting of the Company for a term not exceeding four years. They are eligible for reappointment and may be removed at any time by the general meeting of shareholders with or without cause at a simple majority vote of the shares present or represented. No termination indemnity is contractually due in case of termination of their mandate. FINAL PROVISIONS EXCEPTIONAL CIRCUMSTANCES In exceptional circumstances, the Company can temporarily derogate from this remuneration policy regarding the remuneration of the members of the Management Board. Exceptional circumstances are situations in which the derogation from this remuneration policy is necessary to serve the long-term interest and the sustainability of the Company or to assure its viability. A derogation from this remuneration policy in the aforementioned exceptional circumstances requires a resolution of the Supervisory Board assessing the exceptional circumstances and the necessity of a derogation. The Supervisory Board may temporarily deviate from the remuneration policy (procedure and regulations on remuneration structure) and its individual components, as well as with regard to the individual remuneration components of the remuneration policy or introduce new remuneration components if this is necessary for the long-term wellbeing of the Company. REMUNERATION REPORT The Company shall present to the annual general meeting of shareholders a remuneration report, providing a comprehensive overview of the remuneration, including all benefits in whatever form, awarded or due during the most recent financial year to the members of the Management Board and the members of the Supervisory Board of the Company. The remuneration report shall contain the total remuneration split out by component, an explanation how the total remuneration complies with the adopted remuneration policy regarding the remuneration of the members of the Management Board and the members of the Supervisory Board of the Company. If members of the Management Board or members of the Supervisory Board of the Company act beyond their activity as such for the Company and receive remuneration for this directly or indirectly from the Company, which may not exceed a remuneration customary in the market for the corresponding activity, this shall be indicated in the remuneration report. PERIODIC REVIEW This remuneration policy was drawn up and resolved upon by the Management Board. It will be reviewed on a regular basis, but at least every four years, and implemented by the Management Board. ***

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