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 Complete Energy Controls Ltd by learnd Limited

Luxembourg, May 02, 2023 – learnd limited, a wholly owned subsidiary of learnd SE, today has entered into a share purchase agreement to acquire the entire issued share capital of Complete Energy Controls Ltd, a private company limited by shares incorporated in Scotland (the “Target”) from its current shareholders (the “Transaction”). The Target operates in the field of building controls, energy and remote management solutions. With the Transaction, learnd SE is successfully expanding its business activities in the United Kingdom in line with its strategy to selectively pursue M&A opportunities in order to complete strategic acquisitions and partnerships to consolidate the building management systems market and expand its operations geographically.

The consideration consists of a low-single digit million-pound sterling amount plus an aggregate of 201,616 treasury shares in learnd SE to be transferred and delivered to the sellers by learnd SE.

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

Important Notice

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“forward-looking statements”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. The Company undertakes no obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. The Company accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.