HelloFresh : Notes on the Rights of Shareholders

Virtual Annual General Meeting of HelloFresh SE on May 12, 2022

Explanations regarding the Rights of Shareholders pursuant to Articles 53, 56 of the SE Regulation, Section 50(2) of the German SE Implementation Act, Sections 122(2), 126(1) and 127, 131(1) of the German Stock Corporation Act as well as Article 2 Section 1 of the COVID-19 Mitigation Act

The invitation to the Virtual Annual General Meeting already contains information on shareholders' rights according to Article 56 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 in connection with Article 2 Section 1 of the Act to Mitigate the Consequences of the COVID-19 Pandemic under Civil, Insolvency and Criminal Procedure Law (Gesetz zur Abmilderung der Folgen der Covid-19-Pandemie im Zivil-, Insolvenz- und Strafverfahrensrecht,) of March 27, 2020 as amended by the Act of September 10, 2021 on the establishment of a special fund "Aufbauhilfe 2021" and on the temporary suspension of the obligation to file for insolvency due to heavy rainfall and flooding in July 2021 and on the amendment of other laws (Gesetz zur Errichtung eines Sondervermögens "Aufbauhilfe 2021" und zur vorübergehenden Aussetzung der Insolvenzantragspflicht wegen Starkregenfällen und Hochwassern im Juli 2021 sowie zur Änderung weiterer Gesetze vom 10. September 2021) ("COVID-19 Mitigation 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, with the approval of the Supervisory Board, has resolved to hold this annual general meeting on May 12, 2022 as a virtual meeting without the physical presence of the Company's shareholders or their proxies on the basis of the COVID-19 Mitigation Act. A physical participation of shareholders or their 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 the COVID-19 Mitigation 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.

1.

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.

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 11, 2022

(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 be announced promptly 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.

2.

Countermotions and election proposals pursuant to Article 53 of the SE Regulation in conjunction with Sections 126, 127 of the German Stock Corporation Act and Article 2 Section 1(2) sentence 3 of the COVID-19 Mitigation 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. They may also bring proposals for the election of members of the Supervisory Board, provided that corresponding elections are on the agenda, which is currently not the case. 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 27, 2022

(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) orSection 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 as of the date they submit the countermotion or election proposal.

Countermotions or election proposals cannot be brought during the Virtual Annual General Meeting. However, a countermotion or election proposal that has to be published by the Company in line with the requirements described above is deemed to be made at the Virtual Annual General Meeting if the shareholder bringing the countermotion properly registered for the Virtual Annual General Meeting and provided special evidence of his shareholding (Article 2 Section 1(2) sentence 3 of the COVID-19 Mitigation Act).

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.

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.

Article 2 section 1(2) sentence 3 of the COVID-19 Mitigation Act:

Countermotions or election proposals by shareholders that has to be published in accordance with section 126 or section 127 of the German Stock Corporation Act are deemed made at the Virtual Annual General Meeting if the shareholder bringing the