EQS-Adhoc: HelloFresh SE announces up to EUR 150 million buy-back in shares and certain convertible bonds

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (market abuse regulation - MAR)

HelloFresh SE announces up to EUR 150 million buy-back in shares and certain convertible bonds

International Securities Identification Number (ISIN): DE000A161408
German Securities Code (WKN): A16140
Ticker Symbol: HFG
LEI: 391200ZAF4V6XD2M9G57
Listed: Regulated Market in Frankfurt am Main (Prime Standard)

Berlin, 25 October 2023. The management board of HelloFresh SE (the “Company”), with the consent of the Company’s supervisory board, resolved today to introduce a buy-back in the Company’s shares and, likely to a smaller extent, in convertible bonds issued in May 2020, with a total combined volume of up to EUR 150 million (excluding costs incidental to the repurchases). The share repurchase is based on the authorization granted by the Company’s annual general shareholders’ meeting of 12 May 2022.

Any repurchases will be made through banks. The share repurchases are planned to be based on a certain program, which aims to buy a higher number of shares at lower share price levels, a lower number of shares at higher share price levels and no shares above a certain share price level; in no case will more than 15 million shares be bought back. Any repurchases of convertible bonds are intended to be made in small amounts on an opportunistic basis depending on price developments and are limited to a maximum total of EUR 50 million nominal of convertible bonds (i.e., 500 convertible bonds). As a consequence, the Company may not deploy the full EUR 150 million. The purpose of the share buy-back is to cancel the repurchased shares and thereby reduce the Company’s share capital or to use them to meet obligations arising from the Company’s employee equity incentive programs. Any repurchase of convertible bonds would further optimize the Company’s capital structure; the repurchased convertible bonds, if any, will be cancelled.

The buyback program will start at the earliest on 26 October 2023 and will terminate at the latest on 31 December 2024.

The Company reserves the right to amend or terminate the buy-back regarding its shares and/or the buy-back regarding the convertible bonds at any time.

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.

1757477  25-Oct-2023 CET/CEST