HelloFresh SE to place shares at the final offer price of EUR 10.25 per share

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HelloFresh SE to place shares at the final offer price of EUR 10.25 per share

- Total gross proceeds of approximately EUR 318 million (assuming full exercise of greenshoe option)

- Market capitalization of approximately EUR 1.7 billion (assuming full exercise of greenshoe option)

- First day of trading expected on November 2, 2017

Berlin, November 1, 2017 - HelloFresh SE, the leading global meal kit brand, set, in consultation with the joint bookrunners, the final offer price for its shares at EUR 10.25 per share. This corresponds to a market capitalization of approximately EUR 1.6 billion (assuming no exercise of the greenshoe option) and EUR 1.7 billion (assuming full exercise of the greenshoe option). The offer was covered throughout the range and multiple times oversubscribed at the issue price. All 31,050,000 offered shares (thereof 4,050,000 overallotment shares) were placed in the initial public offering (IPO).

The total gross proceeds from the IPO amount to approximately EUR 277 million if the greenshoe option is not exercised and approximately EUR 318 million if the greenshoe option is fully exercised. Net proceeds from the capital increase and a potential exercise of the greenshoe option will solely accrue to HelloFresh SE. The Company intends to use the net proceeds to fund its further growth and expand its market leading positions across the globe.

"We are extremely pleased with the high demand for HelloFresh shares," says Dominik Richter, CEO and co-founder of HelloFresh SE. "The strong interest from renowned investors from all around the world confirms that the public market shares our belief in HelloFresh's growth potential. With the newly raised funds, we are in an excellent position to execute on our growth strategy and to have an even bigger impact on millions of people's lives going forward. This is something we are truly excited about and can't wait to get around to."

Subject to certain exceptions, the company and the existing shareholders have agreed to a lock-up period of 180 days, starting on the first day of trading. The management of HelloFresh SE has agreed to a lock-up period of twelve months.

The shares of the company are expected to start trading in the regulated market (Prime Standard) of the Frankfurt Stock Exchange on November 2, 2017. The securities identification number (WKN) is A16140, the international securities identification number (ISIN) DE000A161408 and the trading symbol HFG.

Deutsche Bank, J.P. Morgan, Morgan Stanley, Berenberg and BNP Paribas are acting as Joint Global Coordinators and Joint Bookrunners. Rabobank has been mandated as Co-Lead Manager.

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About HelloFresh

HelloFresh is the world's leading meal kit company, operating in the U.S., the United Kingdom, Germany, the Netherlands, Belgium, Luxembourg, Australia, Austria, Switzerland and Canada. HelloFresh delivered 33.7 million meals in the 3-month period from 1 April 2017 to 30 June 2017 to 1.3 million active customers. HelloFresh was founded in November 2011 in Germany and pioneered the global phenomenon of meal kits. The company has offices in New York, Berlin, London, Amsterdam, Zurich, Sydney and Toronto.

Legal Disclaimer

This document contains forward-looking statements relating to the business, financial performance and results of HelloFresh SE (the "Company"), the HelloFresh group or the industry in which the HelloFresh group operates. These statements may be identified by words such as "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 for 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, performance 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.

This publication constitutes neither an offer to sell nor a solicitation to buy any securities. The offer period for the securities has already ended.

These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of the Company in the United States, Germany or any other jurisdiction. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Securities of the Company have not been, and will not be, registered under the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the Securities Act.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In connection with the placement of the offer shares, one or more of the underwriters, acting for the account of all of the underwriters, will act as the stabilization manager (the "Stabilization Manager") and may, as Stabilization Manager, and acting in accordance with legal requirements (Article 5 para. 4 and 5 of the Market Abuse Regulation (EU) No 596/2014 in conjunction with Articles 5 through 8 of the Commission Delegated Regulation (EU) 2016/1052), make over-allotments and take stabilization measures to support the market price of the Company's shares and thereby counteract any selling pressure.

The Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and may cease at any time. Such measures may be taken on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the date when trading in the shares of the Company is commenced on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and must be terminated no later than 30 calendar days after this date (the "Stabilization Period"). Stabilization transactions aim at supporting the market price of the Company's shares during the Stabilization Period. These measures may result in the market price of the Company's shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.