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supplementing Regulation (EU) No 596/2014 (Market Abuse Regulation)

HelloFresh SE announces further up to EUR 75 million share buy-back

Berlin, 23 December 2024. HelloFresh SE (the “Company”) successfully concluded its 2023/2024 EUR 150 million buy-back program on 17 December 2024, split into EUR 113.25 million buy-back of Company shares and EUR 36.75 million buy-back of the Company’s extant convertible bond.

Today, the Company’s management board, with the consent of the Company’s supervisory board, resolved to launch an additional buy-back of Company shares with an aggregate volume of up to EUR 75 million (excluding costs incidental to the share repurchases). The share repurchases are based on the authorization granted by the Company’s annual general shareholders’ meeting of 2 May 2024.

Any share repurchases will be made through a bank on the Frankfurt Stock Exchange up to a contractually agreed maximum price and aggregate maximum volume per trading day. The pricing scheme and daily buy-back volume may, however, be amended from time to time. In no case will more than 10 million shares be bought back. The purpose of the share buy-back is to cancel the repurchased shares and thereby reduce the Company’s share capital primarily to offset any dilution from regular grants in 2025 under the Company’s employee equity incentive programs and/or to use the repurchased shares to meet obligations arising from the Company’s employee equity incentive programs.

The share buy-back program will start at the earliest on 2 January 2025 and will terminate at the latest on 31 December 2025.

The Company reserves the right to amend or terminate the share buy-back at any time and may not deploy the full EUR 75 million.

About HelloFresh

The HelloFresh Group is a global food solutions group and the world's leading meal kit provider. The HelloFresh Group consists of eight brands that provide customers with high quality food and recipes for different meal occasions. The Company was founded in Berlin in November 2011 and operates in the USA, the UK, Germany, the Netherlands, Belgium, Luxembourg, Australia, Austria, Switzerland, Canada, New Zealand, Sweden, France, Denmark, Norway, Italy, Ireland and Spain. In Q3 2024 the HelloFresh Group delivered over 231 million meals globally. HelloFresh SE went public on the Frankfurt Stock Exchange in November 2017 and is currently traded on the MDAX (Mid-Cap German Stock Market Index). The HelloFresh Group has offices in Berlin, Saarbrücken, New York, Chicago, Boulder, London, Amsterdam, Sydney, Toronto, Auckland, Paris, Copenhagen, Milan, Dublin and Barcelona.

Legal Disclaimer

This document contains forward-looking statements relating to the business, financial performance and results of the Company, the HelloFresh Group or the industry in which the HelloFresh Group operates. These statements may be identified by words such as "will", "expect", "belief", "estimate", "plan", "target" or "forecast" and similar expressions, or by their context. Forward-looking statements include statements regarding: strategies, outlook and growth prospects; future plans and potential for future growth; growth of products and services in new markets; industry trends; and the impact of regulatory initiatives. These statements are made on the basis of current knowledge and assumptions and involve risks and uncertainties. Various factors could cause actual future results, developments or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this document or the underlying assumptions. No obligation is assumed to update any forward-looking statements.