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 BG Energy Solutions by learnd Limited

Luxembourg, February 26 2024 – learnd Limited, a wholly owned subsidiary of learnd SE (ISIN: LU2358378979), has entered into a share purchase agreement to acquire the entire issued share capital of Crucible Holdings Limited, a private company limited by shares incorporated in England & Wales (the “Target”) from its current shareholders (the “Transaction”). The Target operates in the field of building controls, energy and remote management solutions under the ‘BG Energy Solutions’ brand.

With the Transaction, learnd SE is successfully expanding its business activities 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 low-single digit million-pound sterling amount plus an aggregate of 310,465 treasury shares in learnd SE to be transferred and delivered to the sellers of the Target by learnd SE.

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