Learnd : Remuneration Policy

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 2024 Edition

INTRODUCTION

learnd SE, with its registered office at 9, rue de Bitbourg, L-1273, Grand Duchy of Luxemburg, 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).

As per the provisions of Luxembourg law and Article 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.

1. GENERAL

1. 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 fourth quarter of financial year commencing on 1 January 2023.
2. 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 19 June 2024.
   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.
   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.

3. MEASURES TO AVOID AND MANAGE CONFLICT OF INTERESTS

1. 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.

2. REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD

1. 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.
2. 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.

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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.

3. FIXED REMUNERATION COMPONENTS

The fixed remuneration of the members of the Management Board comprises a base salary and fringe benefits and is currently as set out below. This is subject to changes approved by the Supervisory Board.

1. Base salary
   Simon Wood and John Clifford each receive a base salary for the performance of their mandate as member of the Management Board in the amount of £340,000 gross per annum, payable in twelve equal instalments at the end of each month.
   Jennifer Rudder receives a base salary for the performance of her mandate as member of the Management Board in the amount of £135,000 gross per annum, payable in twelve equal instalments at the end of each month.
2. Board Fees
   Jennifer Rudder, Simon Wood and John Clifford each receive a management board fee of £28,600 gross per annum, payable in twelve equal instalments at the end of each month.
3. Fringe benefits
   John Clifford and Simon Wood receive customary fringe benefits such as a car allowance of € 1,200 per month or a vehicle provided by the company from the company car scheme in place from time to time, and private health insurance with premiums of approximately £ 2,000 and

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• 3,000 per annum, respectively. In addition, the members of the Management Board specified above receive contributions of 10% of the base salary to a pension scheme.

Jennifer Rudder receives customary fringe benefits such as private health insurance with a premium of approximately £800 per annum.

1. VARIABLE REMUNERATION
   Each member of the Management Board is entitled to a discretionary annual bonus payment of up to 100% of the fixed annual compensation, subject to the sole discretion of the Supervisory Board, and with the obligation to reinvest up to 12.5% of the gross amount of such bonus payment, if applicable, in shares of the Company with a lock-up period of up to four years, subject to the sole discretion of the Supervisory Board.
   The variable remuneration of the members 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 each 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 each 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.
   The two founders of the Company, Simon Wood and John Clifford are each entitled to (i) an extraordinary one-time cash bonus of € 1,500,000, to be allocated to the Company's financial year 2023 and payable in instalments at a rate of € 100,000 per month as from November 2023, and (ii) 150,000 shares in the Company for their outstanding performance as founders of learnd during the business combination with the Company.
2. REMUNERATION-RELATEDLEGAL ACTS
   The service agreements of the members of the Management Board are limited until 18 January 2026.
   The service agreements of John Clifford and Simon Wood provide for a non-competition undertaking during the term of the respective service agreement and for six months after termination of the mandate as member of the Management Board. The Company is entitled to waive the post-contractualnon-competition obligation prior or with termination of the mandate as member of the Management Board. As compensation for the post-contractual non- competition undertaking, the members of the Management Board receive 50% of their fixed remuneration component.
   The members of the Management Board of the Company are generally appointed by the Supervisory Board of the Company for a term not exceeding five years. They are eligible for re- appointment and may be removed at any time by a resolution adopted by the Supervisory Board with or without cause.

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1. 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.
   Each member of the Supervisory Board is entitled to a fixed compensation of 10,000 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.
2. FINAL PROVISIONS

1. 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 Management 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.
2. 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.

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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.

3. 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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