4. Annex to Agenda Item 7 (Resolution on the approval of the compensation report for the 2023 financial year): Compensation report for the 2023 financial year

Compensation Report for the Financial Year 2023

This compensation report of HelloFresh SE (also the "Company") for the 2023 financial year complies with the provisions of Section 162 AktG. The Annual General Meeting of the Company on May 26, 2021 approved the compensation system for the Supervisory Board prepared and proposed by the Supervisory Board, which regulates the compensation with effect from January 1, 2021 (see Section b)). Furthermore, in the run-up to the 2022 Annual General Meeting, the Supervisory Board adopted a new compensation system for the members of the Management Board ("Compensation System 2022"), which included the following key changes:

• • Introduction of financial performance targets for short-term variable compensation in the form of Restricted Stock Units ("RSUs");

• • Removal of the Supervisory Board's discretion to reduce the performance targets for short-term variable compensation or for long-term variable compensation in the form of Virtual Stock Options ("Virtual Options");

• • Restriction of the possibility to grant other benefits and exclusion of the granting of special compensation for extraordinary performance; and

• • Introduction of explicit caps for short-term variable compensation and for long-term variable compensation in addition to the cap on total compensation (maximum compensation).

The Compensation System 2022 was approved by the Company's Annual General Meeting on May 12, 2022 with 94.66% of the votes cast.

Since the Company was founded, the compensation of the Management Board has consisted of a variable and a fixed compensation component. The various stages of the Company's growth were taken into account in the specific design of the compensation structure and elements. In the phase after the Company was founded, the members of the Management Board (then managing directors) were granted call options, the exercise price of which essentially corresponded to the price of the private financing rounds carried out by the Company at that time. As the Company continued to grow, the Company's two general participation programs, the Virtual Stock Option Program and the Restricted Stock Unit Program, were introduced and have since formed the basis for the variable compensation component of the Management Board (for information on the individual programs (VSOP 2016, VSOP 2018, VSOP 2019 and RSUP 2019), see the explanations in Sections a)bb)(2)and a)cc)(3)).

In the 2023 financial year, Dominik Richter, Thomas Griesel, Christian Gärtner and Edward Boyes were members of the Management Board. Their Management Board service agreements dated May 17, 2021 with a term until April 30, 2026 and the amendment agreements dated July

11, 2022 remain unaffected by the Compensation System 2022 in accordance with the transitional provision of Section 26j (1) EGAktG. The compensation granted and owed to the Management Board in the 2023 financial year was therefore not based on the Remuneration System 2022. This also applies to any future compensation systems until new Management Board service agreements are concluded.

When preparing this compensation report, it was taken into account that the compensation reports for the 2021 and 2022 financial years submitted to the Annual General Meeting in the last two years in accordance with Section 120a (4) AktG were not approved. The criticism voiced by proxy advisors and investors related primarily to the compensation practices applied in the 2021 and 2022 financial years and, to a lesser extent, to the presentation of the compensation granted and owed in the compensation reports themselves. As a result, the presentation of the compensation granted and owed was adjusted to a certain extent, but the basic structure of the compensation report was retained. In particular, in response to the criticism described above, additional charts and explanations of year-on-year changes in compensation were included in the last compensation report for the 2022 financial year, which have also been retained in this compensation report.

a)Compensation of the Management Board in the financial year 2023

Basic features of Management Board compensation

When determining the compensation of the members of the Management Board, the Supervisory Board is primarily guided by two important objectives: (1) a strong weighting of the total compensation towards a long-term performance- and share price-related compensation component, the aim of which is to achieve the greatest possible alignment of interests between long-term growth in Company value and

Management Board compensation, and (2) a clear "co-ownership" approach, according to which all Management Board members are obliged to invest significantly in shares in the Company.

In order to effectively implement the aforementioned objectives and ensure that the total compensation of the Management Board members is in line with the compensation of comparable companies, the Supervisory Board also sought advice from compensation specialist hkp Deutschland GmbH ("hkp") in the run-up to the preparation of the Compensation System 2022, which included benchmarking the compensation of the Management Board, including the individual components, with a group of international peer companies ("Industry Peer Group"). Differences withinthe peer group in terms of turnover, employees and market capitalization as at the reporting date were taken into account.

The peer group consisted of the following companies from the areas of e-commerce, internet and food or grocery delivery services from Germany and abroad (industry peer group):

•	Adyen	•	Deliveroo	•	Shopify
•	Car1	•	Delivery Hero	•	Spotify
•	ASOS	•	Doordash	•	Stitch Fix
•	Boohoo	•	Etsy	•	Uber
•	Booking	•	Just Eat	•	Wayfair
Takeaway
•	Carvana	•	Ocado Group	•	Zalando
•	Chegg	•	Roku
•	Chewy	•	Scout24

In addition, a cross-sector comparison was carried out with the members of the most important German share indices DAX and MDAX. In view of the Company's international focus and the USA as the HelloFresh Group's largest market, the specific industry peer group is primarily used as the relevant comparison group and comparative statements refer to this.

According to the benchmarking prepared by the compensation consultant hkp, the basic salary of CEO Dominik Richter was in the bottom 20% and the basic salary of the other members of the Management Board was in the middle (6th decile) of the industry peer group. The total compensation of the CEO was roughly in the middle of the industry peer group, while the total compensation of the other members of the Management Board was slightly below the middle of the industry peer group. Overall, the compensation of all members of the Management Board was below the rank that HelloFresh occupied relative to the industry peer group based on its revenue, number of employees and market capitalization at the time.

By dividing the compensation into (i) a comparatively moderate fixed compensation,

(ii) a short-term variable compensation in the form of RSUs and (iii) a performance-related long-term variable compensation in the form of virtual options, which makes up the majority of the total compensation, the compensation system creates an incentive for results-oriented and sustainable corporate management. The compensation of the members of the Management Board is based on the performance of the Management Board as a whole, the position of the individual ManagementBoard members and the Company's business success. In addition, the value of the variable compensation of the members of the Management Board depends directly on the Company's share price at the time of payment, thereby linking the interests of the members of the Management Board with those of the shareholders. The integration of non-financial environmental, social and governance (ESG) targets as components of the compensation structure also incentivizes ESG-focused and -future-oriented action and at the same time aims to create value for customers, employees and shareholders as well as the environment as a whole.

The following chart summarizes the various components of Management Board compensation, with ESG targets being used as additional performance criteria when granting long-term variable compensation since a Supervisory Board resolution on April 15, 2021:

(As of December 31, 2023)

Compensation components in detail

The compensation of the Management Board is made up of fixed, non-performance-related and variable, performance-related compensation components. The sum of all compensation components makes up the total compensation of the individual members of the Management Board.

The fixed, non-performance-related compensation consists of a basic salary and fringe benefits. The short-term variable compensation consists of RSUs; the long-term variable compensation consists of virtual options.

(1)Fixed compensation components

• a. Basic salary

  Each member of the Management Board receives a basic salary agreed in their individual contract, which is generally paid in twelve equal installments at the end of each calendar month.

• b. Fringe benefits

  As a fringe benefit, the members of the Management Board receive half of the monthly reimbursable contributions to German health and long-term care insurance up to the applicable maximum rate for statutory health and long-term care insurance. In the case of Management Board member Edward Boyes, who lives abroad, the fringe benefits are adjusted to the relevant national (in particular regulatory) particularities. In principle, the Company pays the employer's contributions - if necessary - to the foreign health and long-term care insurance of the Management Board member living abroad in accordance with the applicable statutory regulations, up to a maximum of the applicable maximum rate of the German statutory health and long-term care insurance as well as any mandatory employer contributions to the foreign pension insurance.

  There are no voluntary pension commitments in favor of members of the Management Board.

  In addition, HelloFresh SE reimburses the Management Board for expenses and other expenses incurred in the proper performance of its Management Board duties for the Company.

• c. Other services

  Apart from the other benefits mentioned in this compensation report, none of the members of the Management Board received other benefits in the 2023 financial year in the sense of fringe benefits, such as non-cash benefits from vehicle use, subsidies for safety equipment or similar.

Reimbursement of expenses granted by the Company to the members of the Management Board due to expenses and other costs incurred by the members of the Management Board in connection with the proper fulfillment of their Management Board employment contract are not included under other benefits in this sense.

(2)

Variable compensation components

The variable compensation of the members of the Management Board of HelloFresh SE consists of a short-term compensation component, the RSUs, and a long-term remuneration component, the virtual options. The total allocation amount for the variable compensation is contractually agreed with each Management Board member and is generally divided 25% into RSUs and 75% into Virtual Options. However, for the last two full financial years of a Management Board employment contract, the Supervisory Board can also decide to allocate up to 40% of the total allocation amount of the variable compensation to RSUs and up to 60% to Virtual Options; the existing Management Board employment contracts provide for an allocation of 40% to RSUs and 60% to Virtual Options for the 2024 and 2025 financial years.

The payment of the long-term variable compensation components depends on the achievement of financial targets (revenue and AEBITDA) and non-financial sustainability targets (ESG targets) and thus makes a significant contribution to the long-term and sustainable development of HelloFresh SE and the HelloFresh Group. By granting the vast majority of the target total compensation as long-term variable compensation, the Supervisory Board ensures a very extensive alignment of interests between the long-term interests of the Company's shareholders and those of the Management Board.

The departure of an Management Board member has the following effects: in the event of premature resignation from office and subsequent employment with a direct competitor within 12 months or revocation of the Management Board appointment for reasons that would justify extraordinary termination in accordance with Section 626 BGB (so-called bad leaver), all RSUs and all unexercised Virtual Options are forfeited without replacement, regardless of whether they have already been earned. In all other cases (so-called good leaver), the Management Board member retains RSUs and Virtual Options thathave already vested while the program conditions continue to apply; RSUs and Virtual Options that have not yet vested are forfeited without replacement.

• a. Short-term variable compensation (RSUs)

  The members of the Management Board are granted RSUs as short-term variable compensation under the Company's existing Restricted Stock

  Unit Program ("RSUP 2019"), which generally account for 25% of the variable target compensation.

  The number of RSUs to be granted is determined by dividing the partial amount of the total grant amount attributable to the RSUs by the value of one share of the Company on the grant date, which is specified in the respective typically annual grant agreement ("Grant Date"), and rounding down to the nearest whole number. The value of a HelloFresh SE share on the grant date corresponds to the average closing price of the HelloFresh SE share in XETRA trading on the Frankfurt Stock Exchange on the ten trading days preceding the grant date.

  RSUs previously vested one year after the grant date regardless of specific performance criteria and entitle the holder to receive a payment without further exercise; for new contracts or when existing contracts are extended, however, the Compensation System 2022 stipulates that the RSUs will only vest if specific performance criteria are met. The Company may, at its discretion, transfer shares in the Company instead of a cash payment. The amount of the payment is based on the average closing price of HelloFresh SE shares in XETRA trading on the Frankfurt

  Stock Exchange on the ten trading days after publication of the next financial report following the vesting date.

  The RSUs are generally paid out without further exercise in the payout window following vesting.

• b. Long-term variable compensation (Virtual Options)

  The long-term variable compensation under the Company's existing virtual stock option program (Virtual Stock Option Program 2019, "VSOP 2019") generally accounts for 75% of the total variable target compensation of the members of the Management Board. The structure of

the long-term variable compensation issued in the reporting period in the form of Virtual Options is summarized in the following illustration, with ESG targets being used as additional performance criteria when granting long-term variable compensation since a Supervisory Board resolution of April 15, 2021:

* The performance targets shown are applied to all tranches of Virtual Options granted since April 15, 2021.

The number of Virtual Options to be granted is generally determined by dividing the partial amount of the total allocation amount attributable to the Virtual Options by the value of a Virtual Option on the grant date. The exercise price is based on the average closing price of the last ten trading days prior to the grant date or the closing price on the grant date. Alternatively, instead of using the option value or (average) closing price of the last ten trading days before or on the grant date, the Remuneration System 2022 provides for the application of a value of a Virtual Option or fixed exercise price specified in the respective Management Board employment contract.

The final number of exercisable Virtual Options is dependent on the achievement of certain performance targets (see Section a)cc)(2)). These performance targets are generally set by the Supervisory Board in the fourth quarter of the financial year preceding the year of allocation. In connection with the significantly stronger than expected growth of the HelloFresh Group's new Ready-to-Eat business unit, which has significantly higher food waste and CO2 emissions than the traditional meal kit business unit due to the nature of the Ready-to-Eat meal production, the Supervisory Board has decided to evaluate the ESGtargets for Virtual Options to be issued from the 2023 financial year separately for the meal kit business unit and all other business units (Other) with a revenue-based weighting in order to enable better controllability and performance monitoring.

In the 2023 financial year, new Virtual Options were allocated in a single tranche on February 1, 2023. The performance targets for the Virtual Options granted in the 2023 financial year were set by the Supervisory Board in January 2023 before they were granted to the members of the Management Board and relate to sales revenue, AEBITDA and ESG targets for 2025. When setting the financial targets, the Supervisory Board primarily took into account the medium-term strategic targets for sales revenue and AEBITDA communicated by the Management Board at the time of setting and the existing analyst consensus for 2025 as a benchmark. The following table shows the financial and non-financial performance targets applicable to all members of the Management Board for the Virtual Options granted in the 2023 financial year:

Success target	Weighting (%)	100% achievementtarget
Revenue of the HelloFresh Group (in EUR million)	40	10,000
AEBITDA of the HelloFresh Group (in EUR million)	40	900
Food waste per euro of turnover of the HelloFresh Group (in g)	10 (weighting of the two areas depends on the respective turnover)	Meal kit business unit 0.26 g All other business units (Other) 0.90 g
CO2 emissions per euro of HelloFresh Group revenue (in g)	10 (weighting of the two areas depends on the respective turnover)	Meal kit business unit 1.70 g All other business units (Other) 10.50 g

Approximately three years after the grant date, the Supervisory Board determines the overall degree of target achievement of the performance targets and the resulting number of Virtual Options to which the respective Management Board member is entitled. For this purpose, the number of Virtual Options originally granted is multiplied by the overalldegree of target achievement, which amounts to a maximum of 100%.

The final number of Virtual Options is therefore limited to 100% of the originally granted Virtual Options (upper limit). The value of a Virtual Option is not limited by this.

The following table shows the financial and non-financial performance targets applicable to all members of the Management Board for the Virtual Options granted in the 2021 financial year, the target achievement of which was last determined by the Supervisory Board as follows

Performance target	Weighting (%)	100% target achieve ment	Target achieve ment in %
January tranche	Septembe r tranche
Revenue of the HelloFresh Group (in EUR million)	50	40	5.226	100
AEBITDA of the HelloFresh Group (in EUR million)	50	40	523	85.61
Food waste per euro of turnover of the HelloFresh Group (in g)	0	10	0.30 g	100
CO2 emissions per euro of HelloFresh Group revenue (in g)	0	10	2.57 g	100

After a four-year waiting period from the grant date, Virtual Options can be exercised within six years. Upon exercise, the beneficiary is entitled to payment in the amount by which the average XETRA closing price of HelloFresh SE shares on the ten trading days of the exercise period in which the Virtual Options are exercised exceeds the exercise price. At the Company's discretion, the payment claim may be settled in cash or in whole or in part by delivering new or treasury shares in the Company.

Individual compensation in the financial year 2023

(1)Compensation granted and owed

The following table provides an overview of the compensation granted and owed to current members of the Management Board in the 2023 financial year