HelloFresh SE
Information pursuant to Sec. 125 (1) AktG in conjunction with Section 125 (5) AktG, Art. 4 (1), Table 3 of the Annex to Implementing
Regulation (EU) 2018/1212
2 May 2024
1. Date of the General Meeting
In the format according to the Implementing Regulation (EU) 2018/1212: 20240502
2. Time of the General Meeting
10:00 CEST (corresponds to 08:00 UTC)
In the format according to the Implementing Regulation (EU) 2018/1212: 08:00 UTC (Coordinated Universal Time)
3. Type of General Meeting
Ordinary virtual Annual General Meeting without physical presence of shareholders or their proxies (with the exception of proxies appointed by the Company)
In the format according to the Implementing Regulation (EU) 2018/1212: GMET
4. Location of the General Meeting
URL of the virtual general meeting:https://ir.hellofreshgroup.com/hv
Location within the meaning of the German Stock Corporation Act: business premises of Grünebaum Gesellschaft für Event Logistik mbH, Karl‐Heinrich‐ Ulrichs‐Straße 22/24 / Lützowplatz 15, 10785 Berlin, Germany
5. Record Date
Record Date bearer shares: 10 April 2024, 24:00 CEST (equivalent to 22:00 UTC)
In the format according to the Implementing Regulation (EU) 2018/1212: Record Date bearer shares 20240410, 22:00 Uhr UTC (Coordinated Universal Time)
6. Uniform Resource Locator (URL)
https://ir.hellofreshgroup.com/hv
D. Participation* in the general meeting ‐ Voting by correspondence
1. Method of participation by shareholder
Voting by correspondence
In the format according to the Implementing Regulation (EU) 2018/1212: EV
2. Issuer deadline for the notification of participationRegistration for the Annual General Meeting by April 25, 2024, 24:00 (CEST) (corresponds to 22:00 UTC)
In the format according to the implementing regulation (EU) 2018/1212: 20240425; 22:00 Uhr UTC (Coordinated Universal Time)
3. Issuer deadline for voting
For voting by correspondence or email: 01 May 2024, 24:00 (CEST) (corresponds to 22:00 UTC).
In the format according to Implementing Regulation (EU) 2018/1212: 20240501; 22:00 UTC (Coordinated Universal Time).
For voting by correspondence vote via the InvestorPortal: still during the Annual General Meeting on 02 May 2024
In the format according to Implementing Regulation (EU) 2018/1212: 20240502, still during the Annual General Meeting.
The following applies to all types of voting by correspondence: The prerequisite for exercising the voting right by correspondence is that the registration and the proof of shareholding are provided in due form and time.
D. Participation* in the general meeting - Participation* through proxy
1. Method of participation by shareholder
Authorisation by
‐ granting of power of attorney and instructions to the proxies appointed by the Company and bound by instructions;
‐ Granting of power of attorney and, if applicable, instructions to an intermediary, a shareholders' association, a proxy adviserperson who offers himself in a businesslike manner to shareholders for the exercise of voting rights at the Annual General Meeting;
‐ the granting of proxy and, where applicable, instructions to third parties;
In the format according to Implementing Regulation (EU) 2018/1212: PX
2. Issuer deadline for the notification of participationRegistration for the Annual General Meeting until 25 April 2024, 24:00 (CEST) (corresponds to 22:00 UTC)
In the format according to Implementing Regulation (EU) 2018/1212: 20240425; 22:00 UTC (Coordinated Universal Time)
3. Issuer deadline for voting
For the granting of proxy and instructions to the proxies nominated by the Company and bound by instructions by mail or email: 01 May 2024, 24:00 (CEST) (corresponds to 22:00 UTC)
In the format according to Implementing Regulation (EU) 2018/1212: 20240501; 22:00 UTC (Coordinated Universal Time)
For the granting of power of attorney and instructions to the proxies appointed by the Company and bound by instructions via the InvestorPortal: still during the Annual General Meeting on 02 May 2024
In the format according to Implementing Regulation (EU) 2018/1212: 20240502, still during the Annual General Meeting.
The following applies to all types of proxies: Registration in due form and time and proof of shareholding are required in each case. Proxies (including intermediaries, proxy advisors, shareholders' associations and persons who offer themselves in a businesslike manner to shareholders to exercise voting rights at the Annual General Meeting) must, for their part, use the proxies appointed by the Company and bound by instructions or the postal vote to cast their votes.
E. Agenda ‐ Agenda item 1
1. Unique identifier of the agenda item
1
2. Title of the agenda item
Presentation of the adopted annual financial statements and the consolidated financial statements approved by the Supervisory Board as of December 31, 2023, the combined management report for the Company and the Group for the 2023 financial year, the report of the Supervisory Board for the 2023 financial year and the explanatory report of the Management Board on the disclosures pursuant to Section 289a (1) and Section 315a (1) of the German Commercial Code (HGB)
In the format according to Implementing Regulation (EU) 2018/1212 (short summary): Presentation of annual financial statements, consolidated financial statements and reports for the financial year 2023
3. Uniform Resource Locator (URL) of the materialshttps://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual‐ general‐meeting.html
4. Vote
5. Alternative voting options
‐‐‐‐‐‐
E. Agenda ‐ Agenda item 2
1. Unique identifier of the agenda item
2
2. Title of agenda item
Resolution on the appropriation of the balance sheet profits of HelloFresh SE for the 2023 financial year
3. Uniform Resource Locator (URL) of the materialshttps://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual‐ general‐meeting.html
4. Vote
Binding vote
In the format according to Implementing Regulation (EU) 2018/1212: BV
5. Alternative voting options
In favor, vote against, abstention, blank
In the format according to Implementing Regulation (EU) 2018/1212: VF, VA, AB, BL
E. Agenda ‐ Agenda item 3
1. Unique identifier of the agenda item
3
2. Title of agenda item
Resolution on the discharge of the members of the Management Board for the 2023 financial year
3. Uniform Resource Locator (URL) of the materialshttps://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual‐ general‐meeting.html
4. Vote
Binding vote
In the format according to Implementing Regulation (EU) 2018/1212: BV
5. Alternative voting options
In favor, vote against, abstention, blank
In the format according to Implementing Regulation (EU) 2018/1212: VF, VA, AB, BL
E. Agenda ‐ Agenda item 4
1. Unique identifier of the agenda item
4
2. Title of agenda item
Resolution on the discharge of the members of the Supervisory Board for the 2023 financial year
3. Uniform Resource Locator (URL) of the materialshttps://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual‐ general‐meeting.html
4.
Vote
Binding vote
In the format according to Implementing Regulation (EU) 2018/1212: BV
5. Alternative voting options
5
1. Unique identifier of the agenda item
2.
Title of agenda item
Resolution on the appointment of the auditor and group auditor for the 2024 financial year and the auditor for any review of the condensed financial statements and the interim management report in the 2024 financial year and for any review of additional interim financial information in the 2024 and 2025 financial years
In the format according to Implementing Regulation (EU) 2018/1212 (short summary): Resolution on the appointment of the auditor
3. Uniform Resource Locator (URL) of the materialshttps://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual‐ general‐meeting.html
4. Vote
Binding vote
In the format according to Implementing Regulation (EU) 2018/1212: BV
5. Alternative voting options
In favor, vote against, abstention, blank
In the format according to Implementing Regulation (EU) 2018/1212: VF, VA, AB, BL
E. Agenda ‐ Agenda item 6
1. Unique identifier of the agenda item
6
2. Title of the agenda item
Resolution on the election of a member of the Supervisory Board
3. Uniform Resource Locator (URL) of the materialshttps://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual‐ general‐meeting.html
4. Vote
Binding vote
In the format according to Implementing Regulation (EU) 2018/1212: BV
E. Agenda ‐ Agenda item 7
1. Unique identifier of the agenda item
7
2. Title of the agenda item
3. Uniform Resource Locator (URL) of the materials
Resolution on the approval of the compensation report for the 2023 financial yearhttps://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual‐ general‐meeting.html
4. Vote
Advisory voteIn the format according to Implementing Regulation (EU) 2018/1212: AV
5. Alternative voting options
In favor, vote against, abstention, blankIn the format according to Implementing Regulation (EU) 2018/1212: VF, VA, AB, BL
E. Agenda ‐ Agenda item 8
1. Unique identifier of the agenda item
8
2. Title of the agenda item
Resolution on the cancellation of the existing Authorized Capital 2022/I, the creation of a new Authorized Capital 2024/I with the exclusion orauthorization to exclude subscription rights and the corresponding amendment to Article 4 of the Articles of Association
3. Uniform Resource Locator (URL) of the materials
https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual‐ general‐meeting.html
4.
Vote
Binding vote
In the format according to Implementing Regulation (EU) 2018/1212: BV
5. Alternative voting options
In favor, vote against, abstention, blank
In the format according to Implementing Regulation (EU) 2018/1212: VF, VA, AB, BL
E. Agenda ‐ Agenda item 9
1. Unique identifier of the agenda item
9
2. Title of agenda item
Resolution on the cancellation of the existing authorization and the granting of a new authorization to issue convertible bonds, bonds with warrants, profit participation rights and/or participating bonds (or combinations of these instruments) with the possibility of excluding subscription rights, on the cancellation of the existing Conditional Capital 2022/I, the creation of a new Conditional Capital 2024/I and on the corresponding amendment to Article 4 of the Articles of Association
3. Uniform Resource Locator (URL) of the materials
https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual‐ general‐meeting.html
4.
Vote
Binding vote
In the format according to Implementing Regulation (EU) 2018/1212: BV
5. Alternative voting options
In favor, vote against, abstention, blank
In the format according to Implementing Regulation (EU) 2018/1212: VF, VA, AB, BL
E. Agenda ‐ Agenda item 10
1. Unique identifier of the agenda item
10
2. Title of agenda item
Resolution on the authorization to acquire treasury shares and their use, including the authorization to cancel acquired treasury shares and reduce the share capital as well as the cancellation of the corresponding existing authorization
3. Uniform Resource Locator (URL) of the materialshttps://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual‐ general‐meeting.html
4. Vote
Binding vote
In the format according to Implementing Regulation (EU) 2018/1212: BV
5. Alternative voting options
In favor, vote against, abstention, blank
In the format according to Implementing Regulation (EU) 2018/1212: VF, VA, AB, BL
E. Agenda ‐ Agenda item 11
1. Unique identifier of the agenda item
11
2. Title of agenda item
Resolution on the amendment of Article 15 para. 3 sentence 2 of the Articles of Association (record date for the registration for the Annual General Meeting)
3. Uniform Resource Locator (URL) of the materialshttps://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual‐ general‐meeting.html
4. Vote
Binding vote
In the format according to Implementing Regulation (EU) 2018/1212: BV
5. Alternative voting options
In the format according to Implementing Regulation (EU) 2018/1212: VF, VA, AB, BL
F. Specification of the deadlines regarding the exercise of other shareholders rights ‐ Amendment of Agenda
1. Object of deadline
Request for amendments to the agenda
2. Applicable issuer deadline
01 April 2024, 24:00 (CEST) (corresponds to 22:00 UTC)In the format according to Implementing Regulation (EU) 2018/1212: 20240401; 22:00 UTC (Coordinated Universal Time)
F. Specification of the deadlines regarding the exercise of other shareholders rights ‐ Countermotion
1. Object of deadline
Transmission of countermotions to a specific item on the agenda
2. Applicable issuer deadline
17 April 2024, 24:00 (CEST) (corresponds to 22:00 UTC)
In the format according to Implementing Regulation (EU) 2018/1212: 20240417; 22:00 UTC (Coordinated Universal Time)
F. Specification of the deadlines regarding the exercise of other shareholders rights ‐ Election proposal
1. Object of deadline
Transmission of election proposals
2. Applicable issuer deadline
17 April 2024, 24:00 (CEST) (corresponds to 22:00 UTC)
In the format according to Implementing Regulation (EU) 2018/1212: 20240417; 22:00 UTC (Coordinated Universal Time)
F. Specification of the deadlines regarding the exercise of other shareholders rights ‐ Submission of statements
1. Object of deadline
Submission of statements
2. Applicable issuer deadline
26 April 2024, 24:00 (CEST) (corresponds to 22:00 UTC)
In the format according to Implementing Regulation (EU) 2018/1212: 20240426; 22:00 UTC (Coordinated Universal Time)
F. Specification of the deadlines regarding the exercise of other shareholders rights - Electronic filing of objections against resoluƟons of the general meeƟng
1. Object of deadline
Electronic filing of objections against resolutions of the general meeting of shareholders
2. Applicable issuer deadline
On 02 May 2024 from the beginning of the Annual General Meeting until its end
In the format according to Implementing Regulation (EU) 2018/1212: 20240502; from the beginning of the general meeting until its end
F. Specification of the deadlines regarding the exercise of other shareholders rights - Request for confirmation of the counting of votes
1. Object of deadline
2. Applicable issuer deadlineMaking a request for confirmation of the counting of votes 02 June 2024, 24:00 (CEST) (corresponds to 22:00 UTC)
In the format according to Implementing Regulation (EU) 2018/1212: 20240602; 22:00 UTC (Coordinated Universal Time)
*The term "participation" is used above not as physical participation within the meaning of Section 118 of the German Stock Corporation Act, but exclusively as parƟcipaƟon in the virtual Annual General MeeƟng within the meaning of SecƟon 118a of the German Stock CorporaƟon Act.
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Disclaimer
HelloFresh SE published this content on 26 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2024 14:37:06 UTC.