Agenda Item 7: Resolution Proposal and Compensation System 2022

7.

Resolution on the approval of the compensation system for the members of the Management Board

The Annual General Meeting on May 26, 2021 did not approve the compensation system for the

Management Board members presented to it for the first time. The Supervisory Board therefore reviewed the compensation system and revised it after evaluating the shareholders' vote and comments and after consulting with proxy advisors and involving external compensation experts.

In particular, the following changes were made to the remuneration system as part of the revision:

• 1. For the short-term variable compensation in the form of restricted stock units ("RSUs"), the financial performance targets revenue and adjusted EBITDA were included;

• 2. The Supervisory Board no longer has the 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");

• 3. The possibility of granting other benefits has been limited to compensation granted on the occasion of new Management Board members taking up office for benefits no longer payable under a previous employment relationship; special compensation for extraordinary services is no longer provided for;

• 4. In addition to the limit based on total compensation (maximum compensation), explicit maximum limits have been included for both short-term variable compensation and long-term variable compensation.

According to the revised remuneration system, the total remuneration of the members of the Management Board thus consists of (i) a comparatively moderate fixed remuneration, (ii) a performance-based short-term variable remuneration limited in amount in the form of RSUs (in principle 25% of the variable target remuneration), and (iii) a long-term variable remuneration also limited in amount and also performance-based in the form of Virtual Options (in principle 75% of the variable target remuneration). In this way, the revised compensation system ensures Management Board compensation (1) whose share-price-based variable compensation from RSUs and Virtual Options accounts for the majority of total target compensation and is thus directly linked to the increase in the value of the Company, resulting in an alignment of interests with shareholders, (2) whose total target compensation is in line with relevant peer companies (cf. sec.II.2.c).1 of Annex to agenda item 7 (Resolution on the approval of the compensation system for the members of the Management Board): Description of the compensation system for the members of the Management Board of HelloFresh SE; the last concrete comparator groups used are described in Section II.1.a)aa) of Annex to agenda item 6 (Resolution on the approval of the compensation report for the fiscal year 2021) described), and (3) whose variable compensation consists of the same share-based instruments (RSUs, Virtual Options) that are also used for employees throughout the Group, thus ensuring an overall focus on increasing the value of the Company and alignment of compensation incentives with the interests of shareholders.

The Supervisory Board therefore proposes - based on the recommendation of the Remuneration Committee - to approve the compensation system for members of the Management Board described in sectionII.7

(Annex to agenda item 7 (Resolution on the approval of the compensation system for the members of the

Management Board)), which has been reviewed and revised by the Supervisory Board.

(…)

II.

Reports and attachments to agenda items 6 and 7

2.

Annex to agenda item 7 (Resolution on the approval of the compensation system for the members of the Management Board): Description of the compensation system for the members of the

Management Board of HelloFresh SE

a)Basic features of the remuneration system

The Company's business strategy is to establish itself as a leading food solutions company primarily through the sale of Meal Kits, and to do so in a form that is more sustainable than other alternatives, such as supermarkets. Therefore, the Company primarily considers its multi-year revenue growth, profitability (measured as adjusted EBITDA (AEBITDA)), progress in reducing food waste and CO2 emissions, and the long-term performance of the Company's share price as measures of success in implementing this strategy. All of these components are incorporated into the Management Board's compensation system as performance targets or as measures of the performance of both short-term and long-term share-based variable compensation, as explained in more detail below.

In determining the compensation of the members of the Management Board, the Supervisory Board is guided primarily by two important objectives: (1) a strong weighting of total compensation towards a long-term performance- and share-price-related compensation component, the aim of which is to create the greatest possible alignment of interests between long-term corporate value enhancement and Management Board compensation, and (2) a clear "co-ownership" approach, under which all Management Board members are required to have invested at least the value of one gross annual base salary (corresponding to approximately two net annual base salaries) in shares of 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 sought advice from the compensation expert hkp, which, among other things, benchmarked the compensation of the Management Board members, including the individual components, against a group of international peer companies ("Industry Peer Group"). This took into account reporting-date differences within the peer group in terms of sales, employees and market capitalization.

According to the benchmarking prepared by hkp, the base salary of the CEO Dominik Richter is in the bottom 20% and the base salary of the other Management Board members is in the middle (6th decile) of the Industry Peer Group. The total compensation of the CEO is around the middle of theIndustry Peer Group, while the total compensation of the other Management Board members is slightly below the middle of the Industry Peer Group. Overall, the remuneration of all members of the Management Board is below the rank that HelloFresh occupies relative to the Industry Peer

Group on the basis of its revenue, number of employees, and market capitalization as of the reporting date.

By dividing the compensation into (i) a comparatively moderate fixed compensation, (ii) a performance-based short-term variable remuneration in the form of restricted stock units ("RSUs"),

and (iii) a performance-based long-term variable compensation in the form of Virtual Options ("Virtual Options"), which accounts for the majority of the total remuneration, the compensation system creates an incentive for results-oriented and sustainable corporate governance. 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 members of the Management Board, and the business success of HelloFresh SE. In addition, the value of the variable compensation of the members of the Management Board is directly dependent on the share price of the company when it is paid out, 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")

objectives as components of the compensation structure also incentivizes ESG-sustainable and -future-oriented actions while striving to create value for customers, employees, and shareholders as well as the environment as a whole.

The following graphic summarizes the various components of Management Board compensation:

b)Procedures for establishing, implementing and reviewing the compensation system; dealing with conflicts of interest

The compensation system for the Management Board of HelloFresh SE is determined by the Supervisory Board in accordance with Section 87a (1) sentence 1 AktG, as is the compensation ofthe Management Board in accordance with Section 87 (1) AktG. In this process, the Supervisory

Board is supported by the Remuneration Committee. The Remuneration Committee develops, based on the principles set out under sectionII.2.a).above and the applicable statutory requirements and recommendations of the German Corporate Governance Code ("DCGK"), and submits this to the full Supervisory Board for discussion and resolution.

The Supervisory Board and the Remuneration Committee may, if necessary, engage an external compensation expert to develop the compensation system and assess the appropriateness of the compensation. When mandating an external compensation expert, attention is also paid to his or her independence from the Management Board and the Company. The Supervisory Board has consulted the external compensation expert hkp in the preparation, as well as the review and revision of this compensation system, and in doing so has ensured compliance with the above principles.

The compensation system is regularly reviewed by the Supervisory Board with the support of its Remuneration Committee. The compensation system is submitted to the Annual General Meeting for approval whenever there are significant changes, but at least every four years. If the Annual

General Meeting does not approve the compensation system presented, a revised compensation system will be submitted for resolution at the latest at the following ordinary Annual General

Meeting.

Throughout the process of establishing, implementing and reviewing the compensation system, the requirements of the AktG and the Rules of Procedure of the Supervisory Board, as well as the recommendations of the DCGK on the avoidance and handling of conflicts of interest, are complied with. In this respect, the members of the Supervisory Board and all committees are obliged to disclose to the Supervisory Board any conflicts of interest, in particular those that may arise as a result of a consultancy or board function with customers, suppliers, lenders, borrowers or other third parties. In this case, the Supervisory Board members do not participate in the resolutions on the relevant agenda items in the Supervisory Board and in the respective committees. In the event of material and not merely temporary conflicts of interest in the person of a Supervisory Board member, the Supervisory

Board member concerned shall resign from office.

This compensation system, including the material changes II.2.n) is applicable to all new or renewed service agreements with members of the Management Board since April 3, 2022. For existing

Management Board service agreements, the previous compensation practice shall continue to apply in accordance with the requirements of section 26j (1) sentence 3 EGAktG and the DCGK.

c)

Determination of the remuneration

The target total compensation comprises the sum of all fixed and variable compensation components for a year in the event of 100 percent target achievement. The target total compensation to be determined for each Management Board member is commensurate with the tasks and performance of the respective Management Board member and the situation of the Company.

The Supervisory Board also ensures that the target total compensation, which is determined on the basis of a horizontal comparison and a vertical comparison, is in line with market practice and that the compensation does not exceed the customary compensation without special justification.

aa)Horizontal comparison

HelloFresh SE pursues a market-oriented compensation philosophy. In order to assess whether the compensation of the individual members of the Management Board is in line with the market, the Supervisory Board first uses a horizontal comparison of a group of comparable companies to be determined by the Supervisory Board, taking into account in particular the market position of HelloFresh SE (including industry, size (measured by market capitalization, revenue and employees) and country) as well as the overall economic situation of HelloFresh SE. In particular, the Supervisory Board analyzes comparable companies from the German DAX and MDAX as well as selected e-commerce, internet and food or grocery delivery services from Germany and abroad. The Supervisory Board may change the composition of the peer groups at any time if it deems this appropriate. The peer groups are disclosed transparently in the Compensation Report.

bb)

Vertical comparison

When determining the target total compensation, the Supervisory Board also takes into account the level of compensation of the members of the Management Board in relation to the compensation structure within the HelloFresh Group, based on the annual fixed remuneration for the members of the Management Board and the variable compensation in the event of (assumed) one hundred percent target achievement. As part of this vertical comparison, the Supervisory Board uses the average compensation of senior management

(C-levels (excluding the Management Board), senior vice presidents, and vice presidents) of HelloFresh SE and the HelloFresh Group's U.S. subsidiaries. These comparison groups were chosen due to their significance for the HelloFresh Group. HelloFresh SE is the parent company of the Group and it is with this company that the Management Board service agreements are concluded. The US market is the HelloFresh Group's strongest market in terms of revenue and is therefore also of overriding importance. Furthermore, the Supervisory

Board also takes into account the average compensation of the total workforce of the

HelloFresh Group, as well as the development of the aforementioned peer groups over time.

cc)

Differentiation according to different requirements for the individual Management Board positions

When determining the amount of the target total compensation of the individual Management

Board members, the Supervisory Board is entitled to differentiate with regard to different requirements of the respective Management Board activity, market conditions or the qualifications and experience of the Management Board members. When determining the amount of the target total compensation, it may therefore in particular make differences