GFJ ESG Acquisition I : General Meeting - EGM-Convening Notice

GFJ ESG Acquisition I SE

Société européenne

Registered office: 5, Heienhaff;

L-1736 Senningerberg, Grand Duchy of Luxembourg

R.C.S. Luxembourg B 255487

(the "Company")

Notification rectificative du dépôt du 12 décembre 2022 déposé sous numéro L220266464

CONVENING NOTICE

Following the request made by a shareholder of the Company in accordance with the Company's articles of association and Article 4 of the Luxembourg law of 24 May 2011 on certain rights of shareholders in listed companies, as amended, that an additional item be added to the agenda of the EGM (as defined below), the present convening notice shall supersede and replace all prior convening notices relating to the same EGM (as defined below).

Notice is hereby given to the holders of shares of GFJ ESG Acquisition I SE that an

EXTRAORDINARY GENERAL MEETING

of shareholders will be held on 12 January 2023 at 09.00 am CET (the "EGM"). The EGM will be held at Arendt & Medernach SA, 41A avenue JF Kennedy L-2082 Luxembourg, Grand Duchy of Luxembourg.

At the EGM, the shareholders shall deliberate and vote on the following agenda:

AGENDA

Approval of the proposed business combination with Learnd Limited (the "Business Combination").

Amendment of the corporate purpose (objet social) of the Company and subsequent amendment to article 2 of the articles of association as follows, conditional upon the approval of item 1 of the agenda and with effect as of the Consummation:

"2.1 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.

1. The Company may further grant any form of security for the performance of any obligations of the Company or of any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of entities as the Company and lend funds or otherwise assist any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of companies as the Company.
2. The Company may borrow in any form and may issue any kind of notes, bonds and debentures and generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law.
3. The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it may deem useful in accomplishment of these purposes."

Change of the name of the Company to "learnd SE" and subsequent amendment of article 1 of the articles of association of the Company, conditional upon the approval of item 1 of the agenda, with effect as of the Consummation.

Amendment and full restatement of the articles of association of the Company, conditional upon the approval of item 1 of the agenda and with effect as of the Consummation, notably in order to reflect that Consummation will have occurred at the time when the changes to the articles of association are effective and remove those provisions of the articles of association rendered redundant by the Consummation.

Decision to authorise the management board to proceed with the acquisition of up to fourteen million six hundred forty-five thousand eight hundred thirty-three (14,645,833) of the Company's Class A Shares within a period of five (5) years as from the date of the extraordinary general meeting of the Company for a consideration not exceeding the par value of such shares and subject to the provisions of Luxembourg law and in particular paragraphs 2 to 4 of article 430-15 of the Luxembourg law of 10 August 1915 on commercial companies, as amended.

Acknowledgment of the resignation of Mr. Harald Mahrer and granting of discharge (quitus) to Mr. Harald Mahrer, as member of the supervisory board, for the performance of his duties as member of the supervisory board, conditional upon the approval of item 1 of the agenda, with effect as of the Consummation.

Acknowledgment of the resignation of Mr. Josef Brunner and granting of discharge (quitus) to Mr. Josef Brunner, as member of the supervisory board, for the performance of his duties as member of the supervisory board, conditional upon the approval of item 1 of the agenda, with effect as of the Consummation.

Acknowledgment of the resignation of Mr. Philipp von Hagen and granting of discharge (quitus) to Mr. Philipp von Hagen, as member of the supervisory board, for the performance of his duties

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as member of the supervisory board, conditional upon the approval of item 1 of the agenda, with effect as of the Consummation.

Acknowledgment of the resignation of Ms. Anna-Katharina Smend and granting of discharge (quitus) to Ms. Anna-Katharina Smend, as member of the supervisory board, for the performance of her duties as member of the supervisory board, conditional upon the approval of item 1 of the agenda, with effect as of the Consummation.

Appointment of Mr. Gisbert Rühl, Mr. Josef Brunner and Dr. Stefan Spang as new members of the supervisory board, the whole conditional upon the approval of item 1 and effective as of the date following the Consummation.

Approval of the remuneration of the members of the supervisory board, conditional upon the approval of item 1 of the agenda and effective as of the date following the Consummation.

Confirmation of the granting of an irrevocable power of attorney to the management board to confirm compliance with conditions for (i) the conversion of Class B1 Shares into Class A Shares at a ratio of one Class B1 Share for one Class A Share on the trading day following the first anniversary of the Business Combination, or earlier if the closing price of the Class A Shares equals or exceeds twelve euro (EUR 12.00) for any twenty (20) trading days within any thirty- trading day period commencing not earlier than on the date of the Consummation (the "Lock-UpEnd Date"), (ii) the conversion of Class B2 Shares into Class A Shares at a ratio of one Class B2 Share for one Class A Share on the later of (a) the Lock-Up End Date and (b) the trading day after which the closing price of the Class A Shares equalled or exceeded twelve euro (EUR 12.00) for any ten (10) trading days within any thirty-trading day period commencing not earlier than on the date of the Consummation and (iii) the conversion of Class B3 Shares into Class A Shares at a ratio of one Class B3 Share for one Class A Share on the later of (a) the Lock-Up End Date and

1. the trading day after which the closing price of the Class A Shares equalled or exceeded fourteen euro (EUR 14.00) for any ten (10) trading days within any thirty-trading day period commencing not earlier than on the date of the Consummation, to acknowledge occurrence of the Consummation and to make any statement, sign all documents, represent the shareholders in front of a Luxembourg notary and to do everything which is lawful, necessary or simply useful in view of the accomplishment and fulfilment of the resolutions approved by the extraordinary general meeting of shareholders, with effect as of the Consummation and conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders.

Decision to extend the deadline by which the Consummation shall occur in accordance with article

33.3 of the articles of association of the Company, conditional upon and becoming effective upon, cumulatively, (i) the approval of item 1 of the agenda, and (ii) the non-occurrence of the Consummation on or before 18 January 2023 at 11.59 pm CET.

"Consummation" shall mean the acquisition and/or assumption of all of the outstanding equity and equity equivalents of Learnd Limited by the Company, and the term "Consummated" shall be construed accordingly.

Quorum and Majorities

Pursuant to the Company's articles of association and the Luxembourg law dated 10 August 1915 on commercial companies, as amended, resolutions regarding (i) items 1, 5 to 13 of the agenda will be passed at a simple majority of the votes validly cast, regardless of the portion of capital represented,

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and (ii) items 2, 3 and 4 of the agenda will be passed at a majority of 2/3 of the votes validly cast and only if a quorum of at least half of the share capital is present or represented.

Right to Amend the Content of the Agenda

Pursuant to the Company's articles of association and the Luxembourg law of 24 May 2011 on certain rights of shareholders in listed companies, as amended (the "Luxembourg Shareholders' Rights Law"), one or several shareholders representing at least five percent (5%) of the Company's share capital may request the adjunction of one or several items to the agenda of the EGM, provided that the request is accompanied by a justification of or draft resolution(s). Pursuant to Article 4 of the Luxembourg Shareholders' Rights Law and the Company's articles of association, such request and justification of or draft resolution(s) must be received at the Company's registered office by registered letter or by e-mail (to the attention of the management board, 5, Heienhaff, L-1736 Senningerberg) or electronic means (to: [e-mail]) at least twenty-two (22) days prior to the date of the relevant general meeting of shareholders, i.e. by 21 December 2022 accompanied by a proof of the shareholding of such shareholder(s) and the address or e-mail address which the Company may use in order to deliver the acknowledgment of receipt of such request. The Company must acknowledge reception of such request within forty-eight (48) hours of receipt of such request. In case such request entails a modification of the agenda of the relevant general shareholders' meeting, the Company will make an amended agenda available at the latest fifteen (15) days prior to the date of the relevant general meeting, i.e. by 28 December 2022.

Documents

Copies of the proposals of the resolutions of the EGM (including the amended and restated articles of association of the Company) as well as the documents related to the aforementioned items on the agenda will be on display for inspection by the shareholders on the Company's website (www.gfj- esg.com) and at the registered office of the Company as from 13 December 2022. Upon request to the Centralizing Agent ([e-mail]), copies of the above-mentioned documents are going to be mailed to the shareholders.

Share Capital of the Company

The Company's share capital is set at seven hundred twenty thousand euro (EUR 720,000), represented by (i) one million two hundred fifty thousand (1,250,000) class B1 shares without nominal value (the "Class B1 Shares"), (ii) one million two hundred fifty thousand (1,250,000) class B2 shares without nominal value (the "Class B2 Shares"), (iii) one million two hundred fifty thousand (1,250,000) class B3 shares without nominal value (the "Class B3 Shares", and together with the Class B1 Shares and the Class B2 Shares, the "Class B Shares") and (iv) fifteen million (15,000,000) redeemable class A shares without nominal value (the "Class A Shares"). Holders of Class A Shares are hereinafter referred to as "Class A Shareholders" and holders of Class B Shares as "Class B Shareholders".

Each share entitles the holder thereof to one vote.

Right to Participate in the EGM

According to Article 5 of the Luxembourg Shareholders' Rights Law, the record date for general meetings of shareholders of listed companies incorporated under the laws of the Grand Duchy of Luxembourg has been set at fourteen (14) days prior to the date of the corresponding general shareholders' meeting. Therefore, any shareholder who holds one or more shares of the Company on 29 December 2022 at

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24:00 (midnight) CET (the "Record Date") and registers for the EGM (please see below section "Registration for the EGM") and provides the certificate specified below, shall be admitted to participate (in person, or by voting through proxy or voting form) and vote at the EGM.

Registration for the EGM

Shareholders wishing to participate (in person, or by voting through proxy or voting form) in the EGM must register for the EGM by submitting their registration to the Centralizing Agent of the Company or the Company at the address referred to below by mail, e-mail or in any other form, and in particular by any other electronic means by 29 December 2022 at 24:00 (midnight) CET.

Registration forms are also provided on the website of the Company (www.gfj-esg.com) which may be used. Shareholders having registered for the EGM must provide a proxy or voting form in case they do wish to vote in the EGM by 9 January 2023 at 6.00 pm CET (see below section "Voting Form") and do not want to participate in person.

In addition to the aforementioned registration, to participate and vote in the EGM, such shareholders whose shares are held in book-entry form through the operator of a securities settlement system or with a professional depositary or sub-depositary designated by such depositary must submit a certificate certifying the number of shares recorded in their account on the Record Date (the "Certificate of Holdings") by mail or by email to the Centralizing Agent in the period from 29 December 2022 at 24:00 (midnight) CET until 9 January 2023 at 6.00 pm CET or confirm such holding in any other form, and in particular electronically, to the Centralizing Agent. Shareholders having validly tendered their Class A Shares for redemption by providing a redemption notice to the Company and by blocking the Class A Shares on their account and/or transferring these Class A Shares to the securities account of the Company, do also need to register separately for the EGM in respect of such shares (please refer to "Redemption process of Class A Shares" below for more details) in case they wish to participate in the EGM.

To participate and vote in the EGM, Class B Shareholders shall submit a copy of their registration in the share register by mail or by email in the period from 29 December 2022 at 24:00 (midnight) CET until

9 January 2023 at 6.00 pm CET to the Centralizing Agent of the Company, being:

Attn: Agency Services Team (Desk 018A)

Address: 69, route d'Esch

L-2953 Luxembourg

Tel:[phone]

Email: [e-mail]

Swift Address: BILLLULL

If you wish to participate to the EGM, please register for the EGM even if you contemplate to redeem your shares.

In Person Participation

Any shareholder may participate in person to the EGM at Arendt & Medernach SA, 41A avenue JF Kennedy L-2082 Luxembourg, Grand Duchy of Luxembourg. Any shareholder and/or proxy holder intending to participate in the EGM in person shall carry proof of identity at the EGM.

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