Learnd SE

Share Issue/Capital Change • Dec 24, 2025

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

Dividend Payment and use of proceeds sale of a majority stake in learnd Ltd. as part of a management buy-out

The payment of the dividend announced in the ad hoc disclosure of 24 September 2025 is planned to take place at the latest upon the approval of the annual financial statements for the 2025 financial year. The dividend is intended to amount to EUR 0.40 per share.

The net proceeds from the sale of a majority stake of 50.5% would therefore have been used as follows:

• (i) approximately 41% for the repayment of acquisition financing used for prior acquisitions,
• (ii) approximately 24% for the distribution of the dividend,
• (iii) approximately 10% for the repayment of existing shareholder loans as well as an additional loan.

The remaining amount was intended to be used to cover operating expenses.

Contact: learnd SE Gisbert Rühl 9, Rue de Bitbourg L-1273 Luxembourg ir@learnd.eu

Important Notice

This announcement may contain forward-looking statements based on current assumptions and forecasts made by the Company's management board. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expected in such statements. The Company assumes no obligation to publicly update or revise any such statements.