Learnd : AGM 2024 – Voting Results

learnd SE

Société européenne

Registered office: 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg

R.C.S. Luxembourg B 255487

(the "Company")

VOTING RESULTS

OF THE ANNUAL GENERAL MEETING OF THE COMPANY

HELD ON 19 JUNE 2024 AT 13.00 PM CEST

ISIN LU2358378979

Votes: 11,142,417

Agenda item

Votes

Votes

Votes

Yes votes

Yes

No

No

Abst

validly cast

validly

validly

votes in

votes

votes

entio

cast /

cast / total

%

in %

n

share

voting

capital in

rights

%

(excluding

suspende

d voting

rights) in

%

1.Presentation

of

the

No voting required

management report of the

management board of the

Company

(the

"Management

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

2023 and

on the Company's annual

accounts for the financial

year ended 31 December

2023.

2.Approval

of

the

11,142,417

42%

81%

11,142,417

100%

0

0

0

Company's

consolidated

accounts for the financial

Agenda item

Votes

Votes

Votes

Yes votes

Yes

No

No

Abst

validly cast

validly

validly

votes in

votes

votes

entio

cast /

cast / total

%

in %

n

share

voting

capital in

rights

%

(excluding

suspende

d voting

rights) in

%

year ended 31 December

2023.

3.Approval

of

the

11,142,417

42%

81%

11,142,417

100%

0

0

0

Company's

annual

accounts for the financial

year ended 31 December

2023.

4.Acknowledgement

of

the

11,142,417

42%

81%

11,142,417

100%

0

0

0

result

of

the

Company

made for the financial year

ended 31 December 2023

and

allocation of

the

results of the Company for

the financial

year

ended

31 December 2023.

5.Granting

of

discharge

11,142,417

42%

81%

11,142,417

100%

0

0

0

(quitus)

to

Mr.

John

Clifford,

member

of

the

Management

Board,

for

the

exercise

of

his

mandate

during

the

financial

year

ended

31

December 2023.

6.Granting

of

discharge

11,142,417

42%

81%

11,142,417

100%

0

0

0

(quitus) to Ms. Jennifer

Rudder,

member

of

the

Management

Board,

for

the

exercise

of

her

mandate

during

the

financial

year

ended

31

December 2023.

7.Granting

of

discharge

11,142,417

42%

81%

11,142,417

100%

0

0

0

(quitus)

to

Mr.

Simon

Wood, member

of

the

Management

Board,

for

the

exercise

of

his

mandate

during

the

financial

year

ended

31

December 2023.

8.Granting

of

discharge

11,142,417

42%

81%

11,142,417

100%

0

0

0

(quitus)

to

Mr.

Josef

Brunner,

member

of

the

supervisory

board

of

the

Agenda item

Votes

Votes

Votes

Yes votes

Yes

No

No

Abst

validly cast

validly

validly

votes in

votes

votes

entio

cast /

cast / total

%

in %

n

share

voting

capital in

rights

%

(excluding

suspende

d voting

rights) in

%

Company

(the

"Supervisory

Board"),

for the exercise of his

mandate

during

the

financial

year

ended 31

December 2023.

9.Granting

of

discharge

11,142,417

42%

81%

11,142,417

100%

0

0

0

(quitus)

to

Mr.

Gisbert

Rühl,

member

of

the

Supervisory Board, for the

exercise

of

his

mandate

during the

financial

year

ended

31

December

2023.

10.

Granting

of

11,142,417

42%

81%

11,142,417

100%

0

0

0

discharge (quitus) to Mr.

Stefan Spang, member of

the Supervisory Board, for

the

exercise

of

his

mandate

during

the

financial

year

ended 31

December 2023

11.

Acknowledgment of

11,142,417

42%

81%

11,142,417

100%

0

0

0

the resignation

of

Ms.

Jennifer Rudder, member

of

the

Management

Board, with effect as of 30

June 2024.

12.

Appointment of Mr.

11,142,417

42%

81%

11,142,417

100%

0

0

0

Karl-Theodor

zu

Guttenberg

as

new

member

of

the

supervisory

board of the

Company, with effect as of

the date of this annual

general

meeting

of

shareholders

and

for a

period

ending

at

the

general

meeting

of

shareholders

approving

the

annual

accounts

relating

to

the

financial

year

ending

on

31

Agenda item

Votes

Votes

Votes

Yes votes

Yes

No

No

Abst

validly cast

validly

validly

votes in

votes

votes

entio

cast /

cast / total

%

in %

n

share

voting

capital in

rights

%

(excluding

suspende

d voting

rights) in

%

December 2027 to be held

in 2028.

13.

Renewal

of

the

11,142,417

42%

81%

11,142,417

100%

0

0

0

mandate

of

Mazars

Luxembourg S.A. (société

anonyme),

having

its

registered office at 5, rue

Guillaume

Kroll,

L-1882

Luxembourg,

Grand-

Duchy of

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

annual general meeting of

shareholders

of

the

Company to be held in

2025.

14.

Presentation of and

11,142,417

42%

81%

11,142,417

100%

0

0

0

advisory

vote

on

the

remuneration

report

for

the

financial

year ended

31 December 2023 in the

form

published

on

the

website of the Company.

15.

Presentation of and

11,142,417

42%

81%

11,142,417

100%

0

0

0

advisory

vote

on

the

amended

remuneration

policy for the Company in

the form published on its

website.

16.

Approval

of

the

11,142,417

42%

81%

11,142,417

100%

0

0

0

remuneration

of

the

members

of

the

Supervisory

Board

with

effect as of 1 January

2024.