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Learnd : Remuneration Report 2025
Learnd : Remuneration Report
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 B 255487 Remuneration Report 2025 For the financial year ended 31 December 2025 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 paid to the members of the management board of the Company (the "Management Board") and the supervisory board of the Company (the "Supervisory Board") for the financial year 2025. The Report is submitted to the advisory vote of the Company's shareholders in connection with agenda item 14 of the ordinary annual general meeting of the Company's shareholders to be held on 7 July 2026 (the "AGM"). The revised remuneration policy of the Company (the "Remuneration Policy 2026") is submitted, separately, to the advisory vote of the shareholders in connection with agenda item 15 of the AGM. GENERAL The Company was incorporated as a special purpose company ("SPAC") in 2021. Following the Business Combination of January 2023, the Company has acted as a holding entity whose corporate purpose is the creation, holding, development and realisation of a portfolio of interests in entities developing, producing and distributing climate management solutions and energy-saving technologies. On 8 October 2025, the Company completed the Snow Leopard management buy-out (the "MBO"), whereby learnd Arrow Limited acquired the 50.5% majority stake in learnd Limited and its subsidiaries (incl. the three Irish entities). As a consequence of the MBO and the related restructuring agreed and signed on the same date, the composition of the Management Board changed materially during 2025: Mr John Clifford and Mr Simon Wood resigned from the Management Board in connection with the MBO restructuring effective on 24 September 2025, and Mr Gisbert Rühl was appointed as Sole Member of the Management Board with effect from 18 September 2025 (with the Service Agreement signed on 19 September 2025). Mr Rühl had previously served as Chairman of the Supervisory Board until his transition to the Management Board. Consequently, in the 2025 financial year the Management Board's composition was, in summary: John Clifford - Member of the Management Board (CEO) from 1 January 2025 until 24 September 2025 Simon Wood - Member of the Management Board (COO) from 1 January 2025 until 24 September 2025 Gisbert Rühl - Sole Member of the Management Board from 18 September 2025 until 31 December 2025 (and continuing) The 2025 remuneration was determined on the basis of the remuneration policy approved by the annual general meeting on 26 June 2025 (the "Remuneration Policy") throughout the year. The Management Board composition changed during 2025 (Mr Rühl appointed as Sole MB Member on 18 September 2025; Mr Clifford and Mr Wood resigned on 24 September 2025; Snow Leopard MBO closing and UK-group deconsolidation on 8 October 2025), but the underlying Remuneration Policy framework remained the same. The updated Remuneration Policy 2026, formalising the ceiling values applicable to the new Sole-Member-of-the-Management-Board setup, is submitted to the AGM 2026 for advisory vote. Pursuant to Article 7b(1) point 6 of the Shareholders' Rights Law, the Company notes that the Remuneration Policy approved by the annual general meeting on 26 June 2025 provided for the remuneration of the Management Board as then composed of Mr John Clifford and Mr Simon Wood and did not extend to Mr Gisbert Rühl. Following the resignation of Mr Clifford and Mr Wood and the appointment of Mr Rühl as Sole Member of the Management Board with effect from 18 September 2025, Mr Rühl received Management Board remuneration that was not specifically provided for Mr Rühl under the Remuneration Policy, comprising (i) base remuneration of EUR 40,000 for the period 18 September - 31 December 2025 (annualised EUR 120,000 under the Service Agreement signed 19 September 2025) and (ii) an Annual Share Grant of 80,000 Class A shares per annum, prorated to 23,014 Class A shares for FY 2025 (audit-valued at EUR 39,600). As the Remuneration Policy did not specifically name Mr Rühl among the members of the Management Board, the foregoing constitutes a limited adjustment within the meaning of the Shareholders' Rights Law, which was necessary to ensure the continuity of the Company's management and sound governance following the Snow Leopard MBO and the resulting change in the composition of the Management Board, and was applied by the Supervisory Board, acting in the interest of the Company in these exceptional circumstances. The Supervisory Board reviewed this remuneration and considers it appropriate and proportionate (see Section B.3 below). REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD GRANTED IN 2025 Fixed remuneration The members of the Management Board received fixed remuneration for 2025 comprising of a base salary (as detailed in the table below) and board fees, based on the tasks and responsibilities of the individual member of the Management Board. Fringe benefits are not included in this remuneration report. All members of the Management Board were included in a DCO insurance. Member Period in 2025 Base salary (annualised) Pro-rata base salary actually paid John Clifford (former CEO; Member of the MB since 18 January 2023) 1 Jan 2025 - 24 Sep 2025 (approx. 8 months 24 days) GBP 340,000 GBP 339,538 gross (FY 2025 pro-rata 1 Jan - 24 Sep 2025; 50/50 share of GBP 679,076 reported in FN 27 -Related Parties for Clifford + Wood combined; covers base salary, board fees and pension contributions) Simon Wood (former COO; Member of the MB since 18 January 2023) 1 Jan 2025 - 24 Sep 2025 (approx. 8 months 24 days) GBP 340,000 GBP 339,538 gross (FY 2025 pro-rata 1 Jan - 24 Sep 2025; 50/50 share of GBP 679,076 reported in FN 27 -Related Parties for Clifford + Wood combined; covers base salary, board fees and pension contributions) Gisbert Rühl (Sole Member of the MB from 18 Sep 2025) 18 Sep 2025 - 31 Dec 2025 (approx. 3 months 13 days) EUR 120,000 p.a. (per signed Service Agreement) EUR 40,000 gross (per FN 27 - Related Parties of the Group YE 2025 audit working papers, covering the period 18 September -31 December 2025; annualised base under the Service Agreement: EUR 120,000) For John Clifford and Simon Wood, the combined remuneration figure reported in FN 27 -Related Parties is GBP 679,076 - covering base salary, pro-rata board fees and pension contributions - and is allocated 50/50 in this Report (i.e. GBP 339,538 per person). Mr Rühl did not receive separate board fees in respect of his Management Board mandate. In addition, an Annual Share Grant of 80,000 Class A shares p.a. applies under the Service Agreement; for FY 2025 this translates to 23,014 Class A shares (pro-rata 105/365); audit workings (FN 27) value this share grant at EUR 39,600 for FY 2025. Variable remuneration In 2025, no discretionary annual bonus was awarded to any member of the Management Board. The structured variable-remuneration table is presented for transparency in the same format as the 2024 Report: Variable remuneration John Clifford (former CEO and member of the MB until 24 Sep 2025) Simon Wood (former COO and member of the MB until 24 Sep 2025) Gisbert Rühl (Sole Member of the MB from 18 Sep 2025) Annual cash bonus 2025 Nil (no bonus awarded for 2025) Nil (no bonus awarded for 2025) Nil (no bonus awarded for 2025) Founders' bonus (SB resolution 22 November 2023; settled via MBO) EUR 1,500,000 gross - founders' bonus payable in monthly instalments of EUR 100,000, all amounts remained unpaid; irrevocably waived in connection with the MBO restructuring via Termination and Waiver Agreement signed 24 September 2025 EUR 1,500,000 gross - founders' bonus payable in monthly instalments of EUR 100,000, all amounts remained unpaid; irrevocably waived in connection with the MBO restructuring via Termination and Waiver Agreement signed 24 September 2025 n/a (not a member of the MB before 18 Sep 2025) Share options held at the start of 2025 150,000 + 5,886 learnd SE share options at €0.0384 - 150,000 + 5,886 learnd SE share options at €0.0384 - n/a (granted 22 Nov 2023 + 24 Jan 2025) cancelled for nil consideration in connection with the MBO restructuring (aggregate FV at cancellation across Clifford + Wood combined: EUR 740,731 - i.e. approx. EUR 370,366 per person - recognised in equity per the 2025 IFRS Accounting Memo MBO Transaction) cancelled for nil consideration in connection with the MBO restructuring (aggregate FV at cancellation across Clifford + Wood combined: EUR 740,731 - i.e. approx. EUR 370,366 per person - recognised in equity per the 2025 IFRS Accounting Memo MBO Transaction) Share repurchase for nil consideration (24 Sept 2025) 768,324 Class A Shares repurchased for nil consideration in connection with the MBO restructuring 768,323 Class A Shares repurchased for nil consideration in connection with the MBO restructuring n/a Long-term incentive plans (LTI) None awarded in 2025 None awarded in 2025 None awarded in 2025 In total - variable remuneration paid in cash or shares in 2025 Nil Nil Nil Other components In 2025 the Management Board members received the following additional benefits: John Clifford - pension contribution of approximately GBP 11,854 (50% of total Key Management Personnel pension contribution of GBP 23,708 reported in FN 27 -Related Parties); tertiary benefits as per the Remuneration Policy. Simon Wood - pension contribution of approximately GBP 11,854 (50% of total Key Management Personnel pension contribution of GBP 23,708 reported in FN 27 -Related Parties); tertiary benefits as per the Remuneration Policy. Gisbert Rühl - no employee-type benefits (no pension contribution, no health insurance, no life insurance); reimbursement of reasonable business expenses only, in accordance with the applicable expense policy. For the avoidance of doubt, Mr Rühl's share-based remuneration (the Annual Share Grant of 23,014 Class A shares for FY 2025, audit-valued at EUR 39,600) is a remuneration component disclosed under fixed remuneration above and is not an employee-type benefit. 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 Component 2025 2024 JOHN CLIFFORD - CEO and Member of the Management Board (until 24 Sep 2025) Base salary GBP 339,538 - combined base, board fees and pension (50/50 share of GBP 679,076 reported in FN 27 - Related Parties; component split not separately disclosed in the audit working papers) GBP 340,000 gross (full year) Board fees Included within the GBP 339,538 combined amount (component split not separately disclosed) GBP 28,600 Pension contribution Included within the GBP 339,538 combined amount; UK pension contribution per person is approximately GBP 11,854 (50% of total KMP pension contribution of GBP 23,708 disclosed in FN 27 - Related Parties) GBP 34,000 (of which GBP 24,000 paid gross in lieu due to tax reasons) Share options held at year-end / new grants Nil - share options held at the start of 2025 (150,000 from 22 Nov 2023 + 5,886 from 24 Jan 2025) cancelled for nil consideration in the MBO restructuring 101,400 learnd SE share options Cash bonus paid in the year Nil - founders' bonus of EUR 1,500,000 gross (granted per SB resolution of 22 November 2023, monthly instalments of EUR 100,000) remained fully unpaid and was irrevocably waived in connection with the MBO restructuring via the Termination and Waiver Agreement signed 24 September 2025 GBP 108,600 (partly cash, partly issued as 74,074 share options in lieu of cash following SB resolution of 24 Jan 2025) Tertiary benefits As per the Remuneration Policy in force during the relevant period Additional tertiary benefits as per the Remuneration Policy Total cash and share-based remuneration GBP 339,538 (50% share of the GBP 679,076 combined total reported in FN 27 - Related Parties for Clifford and Wood; covers base salary, board fees £629,200 gross (incl. base, board fees, pension, share options, plus tertiary benefits) and pension contributions for the period 1 Jan - 24 Sep 2025) SIMON WOOD - COO and Member of the Management Board (until 24 Sep 2025) Base salary GBP 339,538 - combined base, board fees and pension (50/50 share of GBP 679,076 reported in FN 27 - Related Parties; component split not separately disclosed in the audit working papers) GBP 340,000 gross (full year) Board fees Included within the GBP 339,538 combined amount (component split not separately disclosed) GBP 28,600 Pension contribution Included within the GBP 339,538 combined amount; UK pension contribution per person is approximately GBP 11,854 (50% of total KMP pension contribution of GBP 23,708 disclosed in FN 27 - Related Parties) GBP 34,000 (of which GBP 24,000 paid gross in lieu due to tax reasons) Share options held at year-end / new grants Nil - share options held at the start of 2025 (150,000 from 22 Nov 2023 + 5,886 from 24 Jan 2025) cancelled for nil consideration in the MBO restructuring 101,400 learnd SE share options Cash bonus paid in the year Nil - founders' bonus of EUR 1,500,000 gross (granted per SB resolution of 22 November 2023, monthly instalments of EUR 100,000) remained fully unpaid and was irrevocably waived in connection with the MBO restructuring via the Termination and Waiver Agreement signed 24 September 2025 GBP 108,600 (partly cash, partly issued as 74,074 share options in lieu of cash following SB resolution of 24 Jan 2025) Tertiary benefits As per the Remuneration Policy in force during the relevant period Additional tertiary benefits as per the Remuneration Policy Total cash and share-based remuneration GBP 339,538 (50% share of the GBP 679,076 combined total reported in FN 27 - Related Parties for Clifford and Wood; covers base salary, board fees and pension contributions for the period 1 Jan - 24 Sep 2025) £629,200 gross (incl. base, board fees, pension, share options, plus tertiary benefits) GISBERT RÜHL - Sole Member of the Management Board (from 18 Sep 2025) Base remuneration EUR 40,000 gross (FY 2025 pro-rata 18 September - 31 n/a (not a member of the Management Board in 2024) December 2025, per FN 27 -Related Parties of the Group YE 2025 audit working papers; annualised base under the Service Agreement: EUR 120,000) Board fees Nil (no separate board fees in respect of the Sole-Member mandate) n/a Pension contribution Nil (no employee-type benefits applicable) n/a Share options held at year-end / new grants Annual Share Grant under the Service Agreement: 80,000 Class A shares per annum, pro-rated to 23,014 Class A shares for FY 2025 (audit-valued at EUR 39,600 in FN 27 - Related Parties) n/a Cash bonus paid in the year Nil n/a Tertiary benefits Reimbursement of reasonable business expenses only (no health, life, retirement or other employee benefits) n/a Total remuneration EUR 40,000 gross (base remuneration) plus 23,014 Class A Shares pro-rata (audit-valued at EUR 39,600 in FN 27); total EUR 79,600 (audit basis) n/a The performance of the Company (aligned with the FY 2025 published audited financial statements) was as follows (figures from the audited IFRS consolidated financial statements; presented in GBP, the reporting currency): Metric 2025 2024 (re-presented per IFRS 5) Revenue (discontinued operations) £46,258,919 £54,065,457 Revenue (continuing operations) £0 (pure holding company - no continuing-operations revenue) £0 (pure holding company - no continuing-operations revenue) Profit / (loss) for the period from continuing operations £(2,928,891) £2,996,222 Profit for the period from discontinued operations, net of tax (incl. Gain on sale) £24,150,126 (incl. Gain on sale of discontinued operation £23,187,086) £576,436 Profit for the period (total) £21,221,235 £3,572,658 Pay-ratio. As the Company itself does not employ any staff on a full-time basis (the operating perimeter is held through its subsidiaries), the comparison with the average remuneration on a full-time equivalent basis is not meaningful at learnd SE standalone level. For information, the average remuneration on a full-time equivalent basis at the UK perimeter (learnd Limited group) for FY 2025 (up to the deconsolidation date of 8 October 2025) amounted to approximately GBP 51,900 (FY 2024: approximately GBP 58,700) - derived from the wages and salaries in discontinued operations of GBP 20,349,453 (FY 2024: GBP 22,182,779) and an average headcount of approximately 392 FTE in 2025 and 378 FTE in 2024, as disclosed in FN 28 - Employees of the consolidated financial statements. 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 2025 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 Luxembourg laws, taking into account (i) the Remuneration Policy in force during the relevant period, (ii) the changed Management Board composition resulting from the Snow Leopard MBO, and (iii) the time and effort required from the individual members in light of the related restructuring workload. REMUNERATION OF THE SUPERVISORY BOARD REMUNERATION OF THE SUPERVISORY BOARD GRANTED IN FINANCIAL YEAR 2025 The members of the Supervisory Board received in 2025 - consistent with FY 2024 and the Remuneration Policy approved by the AGM on 26 June 2025 - their fixed compensation exclusively in the form of learnd SE Class A shares. The annual entitlement is 10,000 learnd SE shares per member (20,000 shares for the Chairman of the Supervisory Board); members who served only part of the year received a pro-rated share allocation. No cash remuneration of any kind was paid to the Supervisory Board members in 2025. No further remuneration, in particular no fringe benefits, was granted; reasonable out-of-pocket expenses incurred in the performance of SB duties were reimbursed but are not part of this remuneration report. The EUR amounts shown in the table below - and in FN 27 - Related Parties of the audited consolidated financial statements - are the audit-valued EUR equivalents of the share allocations at the relevant grant / vesting dates. Pro-rated allocations: Mr Josef Brunner resigned from the Supervisory Board with effect from 27 August 2025 (pro-rated allocation); Mr Gisbert Rühl ceased to be a member of the Supervisory Board on 18 September 2025 on his transition to the Management Board (prorated Chairman allocation; see Section A above); Mr Johann Stachow was appointed to the Supervisory Board on 24 September 2025 (pro-rated allocation from the appointment date). Messrs Stefan Spang and Karl-Theodor zu Guttenberg each served as Supervisory Board members for the entire financial year and received the full annual allocation of 10,000 learnd SE shares. Member Total remuneration 2025 Total remuneration 2024 GISBERT RÜHL Approx. 14,333 learnd SE shares (pro-rata of the annual 20,000-share Chairman allocation for the period 1 Jan - 18 Sep 2025); EUR- equivalent audit value EUR 68,000 per FN 27 - Related Parties. Moved to the Management Board with effect from 18 September 2025. 20,000 learnd SE shares (Chairman, full year) JOSEF BRUNNER Approx. 5,191 learnd SE shares (pro-rata of the annual 10,000-share member allocation for the period 1 Jan - 27 Aug 2025); EUR- equivalent audit value EUR 14,535 per FN 27 - Related Parties. Resigned from the Supervisory Board on 27 August 2025. 10,000 learnd SE shares (full year) STEFAN SPANG 10,000 learnd SE shares (full-year Supervisory Board member); EUR-equivalent audit value EUR 28,000 per FN 27 - Related Parties. 10,000 learnd SE shares (full year) KT GUTTENBERG 10,000 learnd SE shares (full-year Supervisory Board member); EUR-equivalent audit value EUR 22,800 per FN 27 - Related Parties. 10,000 learnd SE shares (full year) JOHANN STACHOW Approx. 4,074 learnd SE shares (pro-rata of the annual 10,000-share member allocation for the period 24 Sep - 31 Dec 2025); EUR- equivalent audit value EUR 11,400 per FN 27 - Related Parties. Appointed to the Supervisory Board on 24 September 2025. n/a (not a member of the Supervisory Board in 2024) All Supervisory Board compensation for FY 2025 was settled exclusively in Class A Shares of the Company in accordance with the Remuneration Policy; no cash payments and no other compensation, fringe benefits, pension contributions, health insurance, life insurance or retirement plans were granted to the members of the Supervisory Board. Reasonable out-of-pocket expenses incurred in fulfilling SB duties were reimbursed in accordance with the applicable expense policy. *** Notes - sources and references for the figures presented in this Report: Effective resignation date of Mr Clifford and Mr Wood from the Management Board: 24 September 2025 (signed resignation letters, /Boards/01 Management board/02 Former members/) - confirmed. Effective appointment date of Mr Rühl as Sole Member of the Management Board: 18 September 2025 (signed Acceptance letter, /Boards/01 Management board/01 Members/Gisbert Ruehl/) - confirmed. Total remuneration of Mr Clifford and Mr Wood for FY 2025: GBP 339,538 each (i.e. a 50/50 allocation of the GBP 679,076 combined total reported in FN 27 - Related Parties of the Group YE 2025 audit working papers, covering the period 1 January - 24 September 2025) - confirmed. Base remuneration of Mr Rühl as Sole MB Member for FY 2025: EUR 40,000 - confirmed per FN 27 - Related Parties of the Group YE 2025 audit working papers (covering the period 18 September - 31 December 2025; the annualised base under the Service Agreement signed 19 September 2025 is EUR 120,000). Founders' bonus of Mr Clifford and Mr Wood (EUR 1,500,000 gross each, granted per SB resolution 22 November 2023, monthly instalments of EUR 100,000) - all amounts unpaid as at MBO closing and irrevocably waived via Termination and Waiver Agreements signed 24 September 2025 - confirmed. Pro-rata SB compensation of Mr Rühl as Chairman of the Supervisory Board for the period 1 January - 18 September 2025: approximately 14,333 learnd SE shares (pro-rata of the annual 20,000-share Chairman allocation); EUR-equivalent audit value EUR 68,000 per FN 27 - Related Parties. No cash compensation paid. Pro-rata SB compensation of Mr Stachow from appointment date 24 September 2025 to 31 December 2025: approximately 4,074 learnd SE shares (pro-rata of the annual 10,000-share member allocation); EUR-equivalent audit value EUR 11,400 per FN 27 - Related Parties. No cash compensation paid. Average employee FTE remuneration at the UK perimeter for FY 2025: approximately GBP 51,900 (derived from FN 28 - Employees: wages and salaries from discontinued operations GBP 20,349,453 divided by approximately 392 FTE total headcount); FY 2024 comparator: approximately GBP 58,700 (GBP 22,182,779 / 378 FTE).