HelloFresh : 3. Notes on the Rights of Shareholders

Virtual Annual General Meeting of HelloFresh SE on May 2, 2024

Explanations regarding the Rights of Shareholders pursuant to Articles 53, 56 of the SE Regulation, Section 50(2) of the German SE Implementation Act, Section 122(2), Section 126(1), Sections 127, 131(1), Section 130a, Section 118a of the German Stock Corporation Act

1. Motions by shareholders to supplement the agenda pursuant to Article56 of the SE Regulation in conjunction with Section 50(2) of the SE

Implementation Act, Section 122(2) of the German Stock Corporation Act... 3

2. Countermotions and election proposals pursuant to Article 53 of the SERegulation in conjunction with Sections 126, 127, 118a(1) sentence 2 no. 3

of the German Stock Corporation Act ........................................................... 5

3. Right to submit comments pursuant to Article 53 SE Regulation inconjunction with Sections 130a (1) to (4), 118(1) sentence 2 no. 6 of the

German Stock Corporation Act .................................................................... 8

4. Right to speak pursuant to Article 53 SE Regulation in conjunction withSections 130a (5) and (6), 118a(1) sentence 2 no. 7 of the German Stock

Corporation Act ........................................................................................... 10

5. Right to information pursuant to Article 53 SE Regulation in conjunction with Sections 131, 118a(1) sentence 2 no. 4 of the German Stock

Corporation Act ........................................................................................... 12

6. Right to object pursuant to Article 53 SE Regulation in conjunction with

Section 118a(1) sentence 2 no. 8 of the German Stock Corporation Act ..... 17

The invitation to the Virtual Annual General Meeting already contains information on shareholders' rights according to Articles 56 and 53 of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) ("SE Regulation"), Section 50(2) of the German act implementing the SE Regulation (SE-Ausführungsgesetz, "SE Implementation Act"), Section 122(2) of the German Stock Corporation Act (Aktiengesetz), Section 126(1) of the German Stock Corporation Act, Sections 127, 131(1) of the German Stock Corporation Act, Section 130a of the German Stock Corporation Act, Section 118a of the German Stock Corporation Act.

The relevant provisions of the German Stock Corporation Act for stock companies with their registered office in Germany apply to HelloFresh SE in accordance with the referring provisions of Articles 53 and 56 of the SE Regulation, to the extent that the provisions of the SE Regulation do not provide otherwise.

The Management Board of the Company has resolved to hold this annual general meeting on May 2, 2024 as a virtual meeting without the physical presence of the Company's shareholders or their proxies (except for the company proxies) on the basis of Article 14(4)of the Articles of Association of HelloFresh SE in conjunction with Section 118a of the German Stock Corporation Act and Art. 53 of the SE Regulation. A physical participation of shareholders or their proxies (except for the company proxies) in the Virtual Annual General Meeting is excluded.

Holding this annual general meeting of shareholders in the form of a virtual general meeting in accordance with Section 118a of the German Stock Corporation Act leads to modifications with respect to the procedures of the general meeting of shareholders as well as to the rights of the shareholders.

The following information complement the information already contained in the invitation to the Virtual Annual General Meeting and serve as an additional explanation of the shareholder's rights.

Motions by shareholders to supplement the agenda pursuant to Article 56 of the SE Regulation in conjunction with Section 50(2) of the SE Implementation Act,

Section 122(2) of the German Stock Corporation Act

Shareholders whose shares, alone or in the aggregate, represent one-twentieth of the share capital or amount to EUR 500,000.00 may demand that items are added to the agenda and published. Pursuant to Article 56 sentence 3 of the SE Regulation in conjunction with Section 50(2) of the SE Implementation Act, this quorum is required for supplementary requests by the shareholders of a European stock corporation (SE); the content of Section 50(2) of the SE Implementation Act corresponds to the provisions of Section 122(2) of the German Stock Corporation Act. However, the minimum holding period of days prior to the receipt of the motion and through the date of the decision by the Management Board on the motion, which applies to German stock corporations, is not applicable to shareholders of the Company. Each new item must be accompanied by a statement of reason or a draft resolution. Upon a motion in accordance with Section 122(2) sentence 1 of the German Stock Corporation Act, the shareholders' meeting may also reduce the maximum remuneration for the management board, which has been determined in accordance with Section 87a(1) sentence 2 number 1 of the German Stock Corporation Act (Section 87(4) of the German Stock Corporation Act).

Motions to supplement the agenda must be received by the Company in writing at least 30 days before the Virtual Annual General Meeting - not taking into account the date of receipt and the date of the Virtual Annual General Meeting - i.e., no later than by

Monday, April 1, 2024

(24:00 CEST).

Motions to supplement the agenda received thereafter will not be taken into account.

The shareholders are kindly asked to direct such motions to supplement the agenda to the following address:

HelloFresh SE

- Management Board -

Prinzenstraße 89

10969 Berlin

Germany

Motions to supplement the agenda which must be published will be published in the Federal Gazette (Bundesanzeiger) promptly after receipt of the motion and forwarded for publication to such media as may be expected to spread the information throughout the European Union. They will also promptly be available on the Company's website at

https://ir.hellofreshgroup.com/agm

and will be communicated to the shareholders pursuant to Article 53 of the SE Regulation in conjunction with Section 125(1) sentence 3 of the German Stock

Corporation Act.

The main provisions of the SE Regulation, the SE Implementation Act and the German Stock Corporation Act underlying these shareholders' rights are as follows:

Article 56 of the SE Regulation (Request to supplement the agenda)

One or more shareholders may request that one or more additional items are added to the agenda of any general meeting, provided their aggregate shares amount to at least 10% of the subscribed share capital. The procedure and time limits applicable to such requests are laid down by the national laws of the state where the SE is domiciled or, if no such provisions exist, by the articles of association of the SE. The articles of association or the laws of the state where the SE is domiciled may provide for a lower percentage under the same conditions as applicable to stock corporations.

Section 50(2) of the SE Implementation Act - Convening and Supplementing the agenda at the request of a minority

(2)One or more shareholders may request that one or more items be added to the agenda of a General Meeting, provided that his or her shareholding reaches 5 percent of the share capital or the pro rata amount of EUR 500,000.

Section 122(2) of the German Stock Corporation Act - Convening the General Meeting upon a Corresponding Demand being Made by a Minority

(2)In the same manner, shareholders whose combined shares amount to at least one-twentieth of the share capital or a proportionate ownership of at least EUR 500,000 may request that items be placed on the agenda and be published. Each new item must be accompanied by a statement of reason or a draft resolution. The request within the meaning of sentence 1 must be received by the company no later than 24 days, in the case of stock exchange listed companies no later than 30 days prior to the meeting, excluding the day of receipt.

Section 87(4) - Principles for the remuneration of the members of the management board

(4)The shareholders' meeting may reduce the maximum remuneration determined in accordance with section 87a(1) sentence 2 no. 1 upon application in accordance with section 122(2) sentence 1.

Countermotions and election proposals pursuant to Article 53 of the SE Regulation in conjunction with Sections 126, 127, 118a(1) sentence 2 no. 3 of the German Stock Corporation Act

In addition, shareholders may submit countermotions to proposals from the Management Board and/or the Supervisory Board for specific agenda items to the Company and submit proposals for the election of the auditor and for the election of members of the Supervisory Board. Countermotions and election proposals do not have to be supported by a reasoning.

Countermotions and election proposals by shareholders that have been received by the Company at the address specified below at least 14 days before the Virtual Annual General Meeting - the date of receipt and the date of the Virtual Annual General Meeting are taken into account -, i.e. no later than by

Wednesday, April 17, 2024

(24:00 CEST)

will promptly be made available on the website of HelloFresh SE at

https://ir.hellofreshgroup.com/agm

along with the name of the shareholder as well as any reasoning and/or any statement by the administration (Article 53 of the SE Regulation in conjunction with Sections 126(1) sentence 3, 127 sentence 1 of the German Stock Corporation Act).

The Company may refrain from making available a countermotion (including any reasoning) or election proposal if circumstances for exclusion set forth in Section 126(2) of the German Stock Corporation Act (for countermotions and election proposals) or Section 127 sentence 3 of the German Stock Corporation Act (for election proposals) apply.

Countermotions along with any reasoning and election proposals by shareholders for the Virtual Annual General Meeting must be directed exclusively to one of the following addresses:

HelloFresh SE

- Legal Department -

Prinzenstraße 89

10969 Berlin

Germany

E-mail:[e-mail]

Countermotions/election proposals addressed otherwise will not be made available. Shareholders are requested to prove their shareholding.

Countermotions or election proposals by shareholders that are to be made accessible by the Company in accordance with the above requirements, shall be deemed to have been made at the time they are made available. The Company will enable that these motions can be voted on as soon as the shareholders can prove that they meet the legal or statutory requirements for exercising their voting rights, i.e. from the date following the record date. If the shareholder who submitted the motion is not duly legitimized and registered for the Annual General Meeting, the motion does not haveto be dealt with at the meeting (Section 126(4) of the German Stock Corporation Act). During the virtual Annual General Meeting, electronically connected shareholders can submit motions and election proposals by way of video communication at the meeting.

The provisions of the German Stock Corporation Act underlying these shareholders' rights, which also specify under which conditions counterproposals and election proposals need not be made available, are as follows:

Section 126 of the German Stock Corporation Act - Motions by shareholders:

• (1) Motions by shareholders must be made accessible to the beneficiaries set out in section 125(1) to (3), subject to the pre-requisites listed therein, including the name of the shareholder, the reasons for which the motions are being made, and a statement, if any has been made, by the management regarding its position, provided that the shareholder has sent, at the latest fourteen days prior to the date of the general meeting, a countermotion opposing a proposal or guidance by the management board and the supervisory board regarding a certain item of business set out in the agenda, specifying the reasons therefor, to the address set out for this purpose in the invitation convening the general meeting. The date on which the countermotion is received shall not be included in calculating the period. In the case of companies listed on the stock exchange, the countermotion shall be made accessible via the company's website. Section 125(3) shall apply mutatis mutandis.

• (2) A counterproposal and its supporting information need not be made available if:

  • 1. the management board would become criminally liable by granting accessibility;

  • 2. the counterproposal would result in a resolution of the general meeting that would be illegal or would violate the articles of association;

  • 3. the reasoning contains statements which are obviously false or misleading in material respects or if it contains insults;

  • 4. a counterproposal of such shareholder based on the same facts has already been made available with respect to a general meeting of the company pursuant to section 125;

  • 5. the same counterproposal of such shareholder based on essentially the same reasoning was already made available pursuant to Section 125 to at least two general meetings of the company within the past five years and at such general meetings less than one-twentieth of the share capital represented voted in favor of such counterproposal;

  • 6. such shareholder indicates that he will neither attend nor be represented at the general meeting; or

  • 7. within the past two years at two general meetings such shareholder has failed to submitted, or cause to be submitted, a counterproposal he transmitted.

  The supporting information need not be made available if it exceeds a total of 5,000 characters.

• (3) If several shareholders submit counterproposals with respect to the same resolution item, the management board may combine such counterproposals and the respective reasoning.

• (4) In the case of a virtual General Meeting, motions to be made accessible in accordance with paragraphs 1 to 3 shall be deemed to have been made at the time they are made accessible. The Company shall enable the voting right on these motions to be exercisable as soon as the shareholders are able to prove that they meet the requirements for exercising their voting rights under applicable law or the Articles of Association. If the shareholder who has submitted the motion is not duly legitimized and, if registration is necessary for the Annual General Meeting, the motion does not have to be dealt with at the meeting.

Section 127 of the German Stock Corporation Act - Election proposals by shareholders (excerpt):

Section 126 applies mutatis mutandis to a nomination by a shareholder for the election of members of the supervisory board or auditors. Such nomination need not be supported by a reasoning. The management board is not required to make such nomination accessible if the nomination does not contain information pursuant to section 124(3) sentence 4 and section 125(1) sentence 5.

Section 124(3) sentence 4 of the German Stock Corporation Act:

The proposal for the election of members of the supervisory board or auditors must state their names, practiced profession and place of residence.

Section 125(1) sentence 5 of the German Stock Corporation Act:

In case of publicly listed companies, any nomination for the election of members of the supervisory board must be accompanied by information on the membership in other legally required supervisory boards; information on their membership in comparable domestic and foreign controlling bodies of business enterprises should also be provided.

Section 118(1) sentence 2 no. 3 of the German Stock Corporation Act:

If a virtual general meeting is held, the following requirements must be met:

[…]

3. Shareholders electronically connected to the meeting shall be given a right to submit motions and election proposals at the meeting by way of video communication,

Right to submit comments pursuant to Article 53 SE Regulation in conjunction with Sections 130a (1) to (4), 118(1) sentence 2 no. 6 of the German Stock Corporation Act

Pursuant to Section 130a (1) to (4) AktG, shareholders who have duly registered for the Annual General Meeting have the right to submit comments on the agenda items in text form prior to the Annual General Meeting by means of electronic communication via the password-protected InvestorPortal at

https://ir.hellofreshgroup.com/agm

Comments must be submitted in text form as a file in PDF format and may not exceed 10,000 characters (including spaces). By submitting a statement, the shareholder or his proxy agrees to the statement being made available on the password-protected InvestorPortal under his name.

Comments must be submitted no later than five days before the meeting, i.e. no later than

Friday, April 26, 2024 24:00 hours (CEST).

Unless it is permissible to dispense with publication in exceptional cases in accordance with Section 130a (3) sentence 4 AktG, comments submitted will be made available on the password-protected InvestorPortal no later than four days before the Annual General Meeting, i.e. no later than Saturday, April 27, 2024, 24:00 hours (CEST). Any comments by the management will also be published on the InvestorPortal.

Questions / requests for information and objections as well as countermotions and election proposals, on the other hand, are subject to the procedure described separately in the notice of the meeting. Please note that questions / requests for information, objections, countermotions or election proposals included in a comment but not submitted as described in the notice of the meeting shall be disregarded.

The provisions of the German Stock Corporation Act underlying these shareholders' rights are as follows:

Section 130a(1) to (4) of the German Stock Corporation Act - Right to submit comments in case of virtual general meetings

• (1) In the event of a virtual shareholders' meeting, shareholders shall have the right to submit comments on the agenda items prior to the meeting by way of electronic communication using the address provided for this purpose in the notice convening the meeting. The right may be restricted to shareholders who have duly registered for the meeting. The scope of the comments may be appropriately limited in the notice convening the meeting.

• (2) Comments shall be submitted no later than five days before the meeting.

• (3) The comments submitted shall be made available to all shareholders no later than four days before the meeting. Such availability may be restricted to shareholders who have duly registered for the meeting. In the case of listed companies, such disclosure shall be made on the website of the company; in the case of sentence

2, disclosure may also be made on the website of a third party. Section 126(2) sentence 1 number 1, 3 and 6 shall apply mutatis mutandis.

(4)Section 121(7) shall apply to the calculation of the time limits specified in paragraphs 2 and 3 sentence 1.

Section 121(7) of the German Stock Corporation Act (Excerpt) - General

(7)In the case of deadlines and dates calculated back from the meeting, the day of the meeting shall not be counted. A transfer from a Sunday, a Saturday or a public holiday to a preceding or following working day shall not be made. Sections 187 to 193 of the German Civil Code shall not apply mutatis mutandis.

Section 118a(1) sentence 2 no. 6 of the German Stock Corporation Act

If a virtual general meeting is held, the following requirements must be met:

[…]

6. Shareholders are granted the right to submit comments in accordance with section 130a(1) to (4) by means of electronic communication,

Right to speak pursuant to Article 53 SE Regulation in conjunction with Sections 130a (5) and (6), 118a(1) sentence 2 no. 7 of the German Stock Corporation Act

Shareholders who have duly registered for the Annual General Meeting or their proxies who are connected electronically to the virtual Annual General Meeting have the right to speak at the Annual General Meeting by means of video communication. From the start of the Annual General Meeting, video communication will be available via the password-protected InvestorPortal at

https://ir.hellofreshgroup.com/agm

with the function for requesting to speak and submitting motions activated, via which duly registered shareholders or their proxies can register their speech or motion. The right to speak also includes, in particular, the right to submit motions and election proposals in accordance with Section 118a(1) sentence 2 no. 3 of the German Stock Corporation Act and to assert the right to information that exists at the Annual General Meeting and is described in "5. Right to information pursuant to Article 53 SE Regulation in conjunction with Sections 131, 118a(1) sentence 2 no. 4 of the German Stock Corporation Act" below.

The right to speak may also be exercised by authorized third parties of a shareholder. The proxies appointed by the Company do not exercise the right to speak on behalf of the shareholders authorizing them.

For electronic connection by way of video communication, shareholders or their authorized representatives require Internet access and an appropriate terminal device (e.g. laptop, PC, smartphone or tablet, each with camera and microphone that can be accessed from the browser).

Persons who have registered via the password-protected InvestorPortal to make a speech or submit a motion will be activated in the InvestorPortal for their speech or motion. The Company reserves the right to check the functionality of the video communication between the shareholder or proxy and the Company during the meeting and prior to the speech or the submission of the motion and to reject it if the functionality is not ensured.

Pursuant to Article 16(2) of the Company's Articles of Association, the chairman of the virtual Annual General Meeting may determine the order of speeches and is authorized pursuant to Article 16(3) of the Company's Articles of Association to impose reasonable time limits on the right to speak. In particular, he may set reasonable limits on speaking time, question time or combined speaking and question time, as well as the appropriate time frame for the entire course of the Annual General Meeting, for individual items on the agenda and for individual speakers at the beginning of or during the course of the

-10-