ANNUAL REPORT - ir.hellofreshgroup.com

1 ANNUAL REPORT 2017 HelloFresh SE HelloFresh SEANNUAL REPORT 2017 SHORT PROFILEF ounded in 2012, HelloFresh is the global leader in providing fresh, healthy and personalized meal solutions . We provide households in our ten geographies the opportunity to enjoy fresh delicious, home cooked meals with no planning, no shopping, and no stress. Our key product line, our meal kits, are delivered directly to our customers door at a convenient time and contain nearly everything required to create inspiring meals from mainly locally sourced ingredients. We are powered by our supply chain setup and efficient fulfilment processes and supported by innovative technology, user friendly websites and REPORT 2017 HelloFresh SEHELLOFRESH AT A GLANCEKey Figures3 months ended 31-Dec 173 months ended 31-Dec 16 YoY growth12 months ended 31-Dec 1712 months ended 31-Dec-16 YoY growthKey Performance Indicators GroupActive customers (in millions) of orders (in millions) per ( )Meals (in millions) order value (EUR) ( )Average order value constant currency (EUR) customers (in millions) of orders (in millions) per (in millions) order value (EUR) ( )Average order value constant currency (EUR) ( )InternationalActive customers (in millions) of orders (in millions) per ( )Meals (in millions) order value (EUR) ( )%Average order value constant currency (EUR)

2 HelloFresh SEANNUAL REPORT 2017 Key Figures3 months ended 31-Dec 173 months ended 31-Dec 16 YoY growth12 months ended 31-Dec 1712 months ended 31-Dec-16 YoY growthResults of constant Margin (in EUR)* Margin (in % of Revenue) ppAEBITDA (in EUR)( )( ) ( )( ) (in % of Revenue)( )( ) pp( )( ) constant Margin (in EUR)* Margin (in % of Revenue) ppAEBITDA (in EUR)**( )( ) ( )( ) AEBITDA (in % of Revenue)( )( ) pp( )( ) constant Margin (in EUR)* Margin (in % of Revenue) ppAEBITDA (in EUR)** ( ) ( )( ) (in % of Revenue) ( ) ( )( ) ppGroup Financial PositionNet working capital( )( )( )( )Cash and Cash flow used in operating activities( )( )( )( )*Net of share based compensation expenses**Including holding rebate of MEUR and MEUR in US and INT. respectively5 ANNUAL REPORT 2017 HelloFresh SECONTENTSA TO OUR SHAREHOLDERS ..7 Letter by the Management Board .. 7 REPORT of the Supervisory Board.

3 9 Corporate Strategy .. 13B COMBINED MANAGEMENT REPORT ..171. Fundamentals of the Group .. 172. Performance Measurement System .. 203. Economic Position .. 234. Position of the Group .. 275. Risk and Opportunity REPORT .. 346. Outlook .. 417. Supplementary Management REPORT to the Separate Financial Statement of HelloFresh SE .. 438. Corporate Governance Statement .. 479. Combined Non-Financial REPORT .. 4710. Remuneration REPORT .. 4711. Takeover Law .. 51C CONSOLIDATED FINANCIAL STATEMENTS ..56 Consolidated Statement of Financial Position .. 56 Consolidated Statement of Comprehensive Income .. 58 Consolidated Statement of Changes in Equity .. 59 Consolidated Statement of Cash Flows .. 60 Notes to the Consolidated Financial Statements .. 62D FURTHER INFORMATION ..103 Responsibility Statement by the Management Board .. 103 Independent Auditors Opinion .. 104 Glossary .. 110 Financial Calendar.

4 112 Imprint .. 1136To Our Shareholders Letter by the Management BoardHelloFresh SEANNUAL REPORT 2017A TO OUR SHAREHOLDERS LETTER BY THE MANAGEMENT BOARD Dear shareholders,2017 has been a very exciting year for HelloFresh, as we have made significant progress in following our mission of changing the way people eat, forever!What started out as an idea on a blank sheet of paper just six years ago, has now become a global phenomenon that is reshaping how millions of people throughout the world think about dinner, cooking and spending quality time doing a fun activity together. Our biggest milestone to date has certainly been the successful completion of our IPO, with the listing on the Frankfurt Stock Exchange on November from this, a selected few numbers will show you what an incredibly successful year 2017 has been for us. We ended the year with approximately million active customers, who consumed around million meals across the 10 markets in which we are active.

5 Not only did our meal solutions enable more and more people to enjoy delicious, fresh and healthy meals, our plans also allow them to make better choices and improve their overall wellbeing and continue to be increasingly relevant for millions of households globally and to become their food provider of choice, in 2018 we will:Thomas W. GrieselTobias Hartmann Dominik S. RichterChristian Gaertner7To Our Shareholders Letter by the Management BoardANNUAL REPORT 2017 HelloFresh SE continue to develop our product range, by giving our customers more choice; incorporate millions of feedback points to optimize and personalize our offering and plans; further refine our menu planning process, ensuring that each week we have a selection of HelloFresh recipes on offer that appeal to the widest universe of customers; constantly expand our trusted farm network and supplier base; invest in our fulfilment center capacities and processes; minimize food wastage along the supply chain through reliable planning tools and direct just-in-time fulfilment majority of these initiatives were also part of our 2017 strategy and translated into the very attractive growth rates you can observe across our markets, totaling 52% on group level.

6 From a funding perspective, 2017 has been our busiest year so far: We have closed a MEUR private equity funding round in January 2017, arranged a MEUR syndicated bank facility in May (of which only MEUR have been drawn) and successfully completed our MEUR initial public offering. This leaves us with a strong balance sheet to execute on our growth plan, further establishing us as the clear global leader in our category, to deliver best in class products to our customers and to create value for our shareholders along the want to thank you for the trust, you have put in us as a young company in a category that we pioneered six years ago and which has been largely shaped by HelloFresh. We will continue to work hard and diligently to validate your trust and that of our millions of customers since we know that there are few things that have such a profound impact on one s life as the food choices one makes on a regular basis.

7 Berlin, 20 March 2018 Dominik S. RichterChief Executive OfficerThomas W. GrieselChief Operating Officer and Chief Executive Officer InternationalChristian Gaertner Chief Financial OfficerTobias HartmannChief Strategy Officer and President North America 8To Our Shareholders REPORT of the Supervisory BoardHelloFresh SEANNUAL REPORT 2017 REPORT OF THE SUPERVISORY BOARDDear Shareholders, Ladies and Gentlemen,Fiscal year 2017 was an extremely successful year for HelloFresh SE. One of the highlights of the year was the Company s IPO with its shares being admitted to trading on the regulated market of the Frankfurt Stock Exchange. Trading of HelloFresh SE shares commenced on 2 November 2017 with a final issue price of EUR per share. This translated into market capitalization of EUR The IPO generated a remarkable MEUR in proceeds. The entire net proceeds from the related capital increase went to HelloFresh SE which will use these funds to finance its future growth and build its market leadership , I would like to inform you about the work of the Supervisory Board and its committees in fiscal year 2017:Management oversight and other key Supervisory Board activitiesThe Supervisory Board duly performed its duties in accordance with the statutory requirements, the Articles of Association of HelloFresh SE, the rules of procedure of the Supervisory Board dated 29 August 2016, last amended by resolution of the Supervisory Board on 19 December 2017 (the Supervisory Board Rules of Proce-dure ) and the German Corporate Governance Code.

8 It obtained regular and detailed information, written and oral, about business policy, significant financial, investment and personnel planning matters and the course of business. In particular, the Management Board discussed and agreed on the Company s strategic alignment with the Supervisory Board. Furthermore, the Supervisory Board was directly involved in all fundamental adopting a resolution, any transactions which, according to the Articles of Association and/or the Management Board Rules of Procedure require Supervisory Board approval were explained by the Management Board and discussed by the Supervisory Board and the Management Board. Discussions took place in meetings of the entire Supervisory Board or its committees or in informal communications with the Management Board outside the Supervisory Board meetings. The Chairman of the Audit Committee discussed audit related topics with the auditor outside the meetings and without the involvement of the Management Chairman of the Supervisory Board was also in regular contact with the Management Board outside the Supervisory Board meetings.

9 The Supervisory Board intensively discussed and reviewed the following topics in fiscal year 2017: The separate and consolidated financial statements for fiscal year 2016 and the results for the first half of 2017; The development of business during the year; The revenue and earnings planning of HelloFresh SE for 2018; The strategic positioning and structure of the Group and the corporate organization; The audit planning and quarterly reports of the internal audit department, with strategic considerations on positioning and presence in North America; The invitation to and agenda for the ordinary ANNUAL General Meeting for 2017 with proposed resolutions; Appointment of a further member of the Management Board; The granting of additional stock options to the Management Board as part of their remuneration package;9To Our Shareholders REPORT of the Supervisory BoardANNUAL REPORT 2017 HelloFresh SE Rewording of the Supervisory Board and Management Board Rules of Procedure; Declaration of compliance with the German Corporate Governance Code and, in this context, the definition of further targets for the composition of the Supervisory between Supervisory Board and Management BoardThe Management Board and Supervisory Board once again cooperated closely for the benefit of the Company in fiscal year 2017.

10 In an ongoing, intensive dialog between the boards, the Supervisory Board discussed strategy, planning, business development and risk management issues with the Management between the Supervisory Board and Management Board involves the immediate notification of the Chairman of the Supervisory Board of important events and the requirement for the Supervisory Board to approve transactions of fundamental importance, transactions by members of the Management Board and related persons with the Company and the acceptance of sideline work outside the entity. In addition, the entire Management Board again attended all Supervisory Board meetings in fiscal year of the Supervisory Board and committeesAccording to the Articles of Association of HelloFresh SE, the Supervisory Board has seven (7) members. All members of the Supervisory Board are elected by the ANNUAL General Meeting as shareholder representatives. The Supervisory Board is not subject to employee fiscal year 2017, the Supervisory Board had three committees: Audit Committee Remuneration Committee Executive and Nomination CommitteeChanges in the Supervisory BoardThe Supervisory Board of HelloFresh SE currently has seven (7) members.