HelloFresh SE

Virtual Annual General Meeting (AGM) on May 2, 2024

Absentee voting or proxy form

This form does not substitute proper registration for the Annual General Meeting. Please note the information on the following page.

Person making the declaration

First name, Last name or company name*

Number of shares*Post code/city*

Registration confirmation no.*

*Required fields (To find the information, please consult the registration confirmation to the Annual General Meeting that was sent to you after due registration.)

Absentee voting or proxies and instructions to proxies nominated by the company

I/We hereby exercise my/our voting rights by absentee ballot as follows or authorize Mr Jörg Engmann, Berlin, and Mr Roman Matzinger, Munich (company nominated proxies), under disclosure of my/our names, each individually, including the right to delegate this proxy authority and exercise my/our voting rights according to the fol-lowing instructions. Proxies nominated by the company can only exercise voting rights for which you have issued instructions. Proxies nominated by the company will not implement any orders beyond these.

I/We hereby authorize proxies nominated by the company

If you do not check this box, then you are exercising your voting rights by absentee ballot.

Please issue a voting instruction for all proposed resolutions. Check the YES field to approve, the NO field to reject and the ABSTAIN field to abstain. If no check mark is made, this will also be counted as an abstention. Double check marks are considered to be invalid. If under an agenda item collected proposals are put to vote separately, your voting instructions apply respectively to the separate votes.

Proposed resolutions according to Federal Gazette

YES

NOABSTAIN

  • 2. Resolution on the appropriation of the balance sheet profit of HelloFresh SE for the 2023 financial year .....................................

  • 3. Resolution on the discharge of the members of the Management Board for the 2023 financial year ............................................

  • 4. Resolution on the discharge of the members of the Supervisory Board for the 2023 financial year ..............................................

  • 5. Resolution on the appointment of the auditor and the group auditor for the 2024 financial year and of 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 financial years 2024 and 2025 ..................................................................

  • 6. Resolution on the election of a member of the Supervisory Board

    Michael Roth ……… ...................................................................................................................................................................

  • 7. Resolution on the approval of the compensation report for the 2023 financial year ..............................................................................

  • 8. Resolution on the cancellation of the existing Authorized Capital 2022/I, the creation of a new Authorized Capital 2024/I with the exclusion or authorization to exclude subscription rights and the corresponding amendment to

    Article 4 of the Articles of Association ........................................................................................................................................................

  • 9. 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 .................

  • 10. 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 ....................................

  • 11. 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) ……………………………………………………………………………………………………………… ..

Signature(s) or other conclusion of the declaration

Proxy to a third party

I/We hereby authorize

Last name or company name

First name

City

to represent me/us under disclosure of my/our names in the Annual General Meeting mentioned above.

The proxy covers the exercise of all rights associated with the Annual General Meeting and provides for delegation of the proxy authority.

Please expressly instruct your representative about the data protection policies and the disclosure of personal data.

Signature(s) or other conclusion of the declaration

Instructions

Registration for the Annual General Meeting

You can only exercise your voting rights or other meeting-bound shareholders' rights if you have duly registered and submit a verification of your share ownership as of the close of business of the 22nd day prior to the Annual General Meeting, i.e., April 10, 2024, 24:00 hours Central European Summer Time - CEST (record date).

The registration and verification of share ownership must be received by the end of the day on April 25, 2024, 24:00 hours midnight CEST, at the following address:

HelloFresh SE c/o Computershare Operations Center 80249 Munich

Germany

Email:anmeldestelle@computershare.de

The registration will be processed by your depositary bank, if applicable. The receipt of your registration documents at your depositary bank is not considered due registration for the Annual General Meeting; only the receipt of the registration and verification of share ownership at the address listed above is decisive.

Matching with a registration and notes about this form

This form will only be valid if it can be unequivocally matched with a registration. If such an identification is not possible due to the improper or non-existent registration or incomplete or illegible information on this form, the voting rights cannot be exercised by absentee voting, or by proxies nominated by the company, or by a third-party proxy, with this form.

Please fill out this form completely and legibly. The required information about the issuing party can be found on your registration confirmation, which is sent to you after due registration.

Relation to other forms and the InvestorPortal

You can also use the forms printed on the registration confirmation to exercise voting rights by absentee ballot or to issue proxies. The registration confirmation is sent to you after due registration. If you use the forms printed on the registration confirmation, matching to the registration is ensured.

Moreover, you can also use the InvestorPortal to grant proxy authorization to a third party, for absentee voting and issuing proxies and instructions to company-nominated proxies.

Another condition for use of the InvestorPortal by a proxy is that the proxy receives the login information sent to the issuer of the proxy along with the registration confirmation. Please instruct your proxy of this procedure.

Absentee voting or proxies and instructions to proxies nominated by the company

You can use this form to exercise your voting rights by absentee ballot or by proxies nominated by the company. You can also use the form printed on the registration confirmation for this purpose.

If you wish, you may append your signature or select other conclusion of the declaration.

We ask that you submit absentee ballots or proxies and instructions to proxies nominated by the company and any amendments or revocations by no later than May 1, 2024, 24:00 hours midnight CEST (date of receipt) to:

HelloFresh SE c/o Computershare Operations Center 80249 Munich

Germany

Email:anmeldestelle@computershare.de

Absentee voting and proxies via the internet on the InvestorPortal

You can also simply use the above-mentioned options by accessing the InvestorPortal athttps://ir.hellofreshgroup.com/hv. In particular, the corresponding functions for (electronic) absentee voting and the proxies and instructions to company-nominated proxies are also available there during the Annual General Meeting.

Data Protection

Information on the processing of personal data and on your rights under the European Union's General Data Protection Regulation (GDPR) can be found on the company's website athttps://ir.hellofreshgroup.com/hv.

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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.