AD-HOC ANNOUNCEMENT

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)

Acquisition of Ashdown Controls Group by learnd Acquisition S.à r.l./ Capital Increase in Kind

Luxembourg, February 23, 2024 – learnd Acquisition S.à r.l., a wholly owned subsidiary of learnd SE (ISIN: LU2358378979), has entered into a share purchase agreement to acquire the entire issued share capital of Ashdown HVAC Controls Limited, ACS Maintenance Limited & Ashdown Control Switchgear Limited, private companies limited by shares incorporated in the Republic of Ireland (the “Target”) from its current shareholders (the “Transaction”). The Target operates in the field of building controls, energy and remote management solutions across the island of Ireland.

With the Transaction, learnd SE is successfully expanding its business activities into the EU, in line with its strategy to selectively pursue M&A opportunities and partnerships to consolidate the building management systems market and expand its operations geographically – with the aim of becoming the leading energy management provider in Europe.

The consideration consists of a mid-single digit million-euro amount plus an aggregate of 230,303 newly issued shares in learnd SE stemming from a capital increase against contribution in kind with exclusion of the preferential rights of existing shareholders to be transferred and delivered to the sellers of the Target by learnd SE increasing the outstanding share capital of learnd SE to EUR 1,008,763.55 divided into 26,269,884 shares without nominal value.

The completion of the Transaction is expected to occur on the date hereof subject to customary closing conditions.