HelloFresh SE — Investor Presentation 2023

Oct 26, 2023

Q3 2023 Results October 26th, 2023

Disclaimer

This document has been prepared by HelloFresh SE (the "Company" and, together with its subsidiaries, the "Group"). All material contained in this document and information presented is for information purposes only and must not be relied upon for any purpose, and does not purport to be a full or complete description of the Company or the Group. This document does not, and is not intended to, constitute or form part of, and should not be construed as, an offer to sell, or a solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities of the Company, nor shall it or any part of it form the basis of or be relied upon in connection with or act as any inducement or recommendation to enter into any contract or commitment or investment decision or other transaction whatsoever. This document is not directed at, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. Persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

No representation, warranty or undertaking, express or implied, is made by the Company or any other Group company as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein, for any purpose whatsoever. No responsibility, obligation or liability is or will be accepted by the Company, any other Group company or any of their officers, directors, employees, affiliates, agents or advisers in relation to any written or oral information provided in this document or in connection with the document. All information in this document is subject to verification, correction, completion, updating and change without notice. Neither the Company, nor any other Group company undertake any obligation to provide the recipient with access to any additional information or to update this document or any information or to correct any inaccuracies in any such information.

A significant portion of the information contained in this document, including market data and trend information, is based on estimates or expectations of the Company, and there can be no assurance that these estimates or expectations are or will prove to be accurate. Where any information and statistics are quoted from any external source, such information or statistics should not be interpreted as having been adopted or endorsed by the Company or any other person as being accurate. All statements in this document attributable to third party industry experts represent the Company's interpretation of data, research opinion or viewpoints published by such industry experts, and have not been reviewed by them. Each publication of such industry experts speaks as of its original publication date and not as of the date of this document.

This document contains forward-looking statements relating to the business, financial performance and results of the Company, the Group or the industry in which the Group operates. These statements may be identified by words such as "expectation", "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 document includes certain financial measures not presented in accordance with IFRS, including, but not limited to, AEBITDA. These financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing the Company's financial results. Therefore, these measures should not be considered in isolation or as an alternative to result for the period or other measures of profitability, liquidity or performance under IFRS. You should be aware that the Company's presentation of these measures may not be comparable to similarly titled measures used by other companies, which may be defined and calculated differently. See the appendix for a reconciliation of certain of these non-IFRS measures to the most directly comparable IFRS measure.

Our Mission

We change the way people eat forever

Our Vision

The world's leading, fully integrated foods solution group

Q3 2023 Results |

Set up for long term sustainable growth: we operate two \$1bn++ business lines today and built the infrastructure for more

Revenue

1

¹Indicative figures for 2023. Graph not at scale

Q3 2023 Results | 4

Q3 2023 Highlights

Revenue of €1.8bn, a constant currency growth of 3.5%, implying a sequential re-acceleration for the Group and for each segment

Exit rates trended positively in September, both in orders and revenue growth, across segments

Further increase in average order value to €64.2 (+7.5 % yoy on CC), the highest level ever

€69.2m AEBITDA, a margin of 3.8%

Goodyear (AZ) Factor site successfully launched in September, ramp-up started according to plan

Positive FCF in Q3 and for the nine months to September

€150m earmarked for share buyback and opportunistic market purchases of convertible bond, running to December 2024

We delivered 237m meals in Q3 2023

• In Q3, sequential improvement in yoy trends for meals and active customers
• Q2'23 number of meals (6.0%) yoy
• Number of meals driven by:
• customers ordering more meals per box, as recipe choices increase
• strong engagement and retention of existing customers

Average order value up by 7.5 % on a constant currency basis

• • AOV growth continued in Q3, increasing 7.5 % yoy on a constant currency basis
• Both segments showed meaningful increase in AOV
• NA: 8.2 % (CC)
• Intl: 5.9 % (CC)
• YoY AOV increase driven by:
• Price increases
• More meals per box
• Increased take-up of HelloFresh Market and surcharge offerings
• Increased RTE contribution

Constant currency revenue growth has started to re-accelerate to 3.5% for the Group and is on track to further acceleration in Q4

• Positive revenue growth across both segments
• NA CC growth of +4.3%
• Intl with a CC growth of +2.0%
• Revenue growth had troughed in Q2 and is now re-accelerating
• Removal of production capacity constraint in RTE with the opening of new US site
• Normalization of comparative period
• C. 6p.p. revenue difference between constant currency and €-reported, given yoy strengthening of EUR against our other trading currencies

Q3 exit rate based on # orders supports topline re-acceleration into Q4

Slight increase in relative procurement expenses, primarily due to higher RTE contribution in NA

• By segment:
• 0.6pp reduction in Intl procurement expenses
• Offset by 0.9pp increase in NA
• As Factor continues to ramp-up, expect some further yoy expansion in procurement expenses in Q4

Continued delivery of fulfilment efficiencies, reducing relative expenses by 1.6pp yoy in Q3

• Significant improvement in fulfilment expenses for the 5th straight quarter
• Key drivers of savings:
• relative reduction in pick-and-pack expenses, driven by overall higher yoy productivity and a higher share of RTE
• efficiencies in other areas, such as shipping

Q3 contribution margin expanded yoy to 25.6%, mainly driven by fulfilment efficiencies

• Meaningful improvement in both margin and absolute terms
• NA: +1.8pp
• Intl: +0.3pp
• Well on track to exceed contribution margin expansion targets communicated at the beginning of the year

1 Excl. SBC

Marketing spend of 19.5% as back to school season is supportive of growth marketing investments

• Q3 marketing expenses reflect normal seasonality, with September marking the start of the 'back-to-school' period
• Continued attractive ROI on marketing spend, supported by AOV growth and margin expansion

2022 2023		Q3 Marketing (% of revenue) (1.6)pp
	(17.9)%	(19.5)%
	Q3 2022	Q3 2023

We delivered a Q3 AEBITDA of €69.2m, broadly in line with last year's level

• YoY AEBITDA development driven by:
• Softer EUR-FX rates
• Continued contribution margin expansion
• Somewhat higher relative marketing expenses

We have further expanded year-to-date free cash flow to €44.5m and launched an additional share buyback

• 9M Cash Flow from Operations increased to €280.3m, while reducing 9M capex to €235.8m
• FCF per diluted share of €0.25 vs. €(0.26) in the comparative period
• Our positive FCF and strong balance sheet provides us with the flexibility to buy back stock at attractive prices
• Up to €150 million earmarked for share buyback and opportunistic market purchases of smaller clips of our extant convertible bond
• Program intended to run until end 2024

9M Cash Position (in € millions)

We reiterate our FY 2023 outlook of 2% – 8% CC revenue growth and €470m - €540m AEBITDA

AEBITDA	€470m - €540m
---------	---------------

Group: Operational and Financial KPIs

1.Revenue post promotional discounts, customer credits, refunds and excluding VAT; YoY stands for year on year and compares the respective quarter with the same quarter of the previous year 2.Contribution margin is defined as revenue less cost of goods sold and fulfilment expenses, excluding share-based compensation expenses

Q3 2023 Results | 18

3.AEBITDA is calculated by adjusting EBITDA for special items and share-based compensation expenses; AEBITDA margin is defined as % of revenue

4.Based on constant currency

North America: Operational and Financial KPIs

1.Revenue post promotional discounts, customer credits, refunds and excluding VAT; YoY stands for year on year and compares the respective quarter with the same quarter of the previous year 2.Contribution margin is defined as revenue less cost of goods sold and fulfilment expenses, excluding share-based compensation expenses

Q3 2023 Results | 19

3.AEBITDA is calculated by adjusting EBITDA for special items and share-based compensation expenses; AEBITDA margin is defined as % of revenue

4.Based on constant currency

International: Operational and Financial KPIs

3.AEBITDA is calculated by adjusting EBITDA for special items and share-based compensation expenses; AEBITDA margin is defined as % of revenue

4.Based on constant currency

Profit and Loss Statement

		3 months ended		9 months ended		Change %
	30-Sep 23	30-Sep 22	Change % YoY	30-Sep 23	30-Sep 22	YoY
Revenue	1,804.0	1,860.2	(3.0)%	5,737.6	5,732.7	0.1%
Procurement Expense	(634.4)	(644.5)	(1.6)%	(2,005.5)	(1,978.1)	1.4%
Fulfilment Expense	(715.6)	(768.0)	(6.8)%	(2,218.7)	(2,337.5)	(5.1)%
Contribution Margin	454.1	447.6	1.4%	1,513.4	1,417.0	6.8%
% of Revenue	25.2%	24.1%	1.1pp	26.4%	24.7%	1.7pp
Marketing Expense	(352.4)	(333.8)	5.6%	(1,083.8)	(980.7)	10.5%
G&A, other income and expenses	(114.5)	(110.0)	4.1%	(350.8)	(288.6)	21.6%
EBIT	(12.9)	3.8	(442.6)%	78.8	147.7	(46.7)%
% of Revenue	(0.7)%	0.2%	(0.9)pp	1.4%	2.6%	(1.2)pp
Financial Result	0.7	13.8	94.9%	(19.1)	29.9	163.9%
EBT	(12.2)	17.6	(169.3)%	59.7	177.6	(66.4)%
Income Tax (Expense) / Benefit	0.7	(12.9)	105.4%	(30.2)	(69.9)	56.8%
Net Income / (Loss)	(11.5)	4.7	(344.7)%	29.5	107.7	(72.6)%

Reconciliation starting at EBIT
EBIT	(12.9)	3.8	(442.6)%	78.8	147.7	(46.7)%
D&A	55.1	44.6	23.6%	156.9	113.1	38.7%
EBITDA	42.2	48.4	(12.9)%	235.6	260.9	(9.7)%
% of Revenue	2.3%	2.6%	(0.3)pp	4.1%	4.6%	(0.4)pp
Special Items	3.2	6.4	(51.1)%	22.8	15.7	45.5%
SBC	23.8	17.0	39.9%	68.8	40.5	69.7%
AEBITDA	69.2	71.8	(3.7)%	327.2	317.1	3.2%
% of Revenue	3.8%	3.9%	0.0pp	5.7%	5.5%	0.2pp

Q3 2023 Results | 21

Balance Sheet & Cash Flow Statement

In MEUR	As at 30-Sep 23	As at 31-Dec 2022
Assets
Non-current assets	1,800.3	1,623.0
Cash and cash equivalents	466.6	504.0
Other current assets	390.7	408.2
Total assets	2,657.6	2,535.2
Equity and liabilities
Equity	1,056.4 959.6
Non-current liabilities	656.7	605.1
Current liabilities	944.5	970.5
Total equity and liabilites	2,657.6	2,535.2

In MEUR	As at 30-Sep 23	As at 30-Sep 22
Cash and cash equivalents at the beginning of the period	464.5	642.2
Net Cash flows from operating activities	73.0	88.1
Net Cash flows from investing activities	(66.1)	(122.8)
Net Cash flows from financing activities	(9.2)	(15.3)
Effects of exchange rate changes and other changes on cash and cash equivalents	4.4	11.5
Cash and cash equivalents at the end of the period	466.6	603.7

Share Count

As of September 30, 2023

Types of share	Ordinary shares
Stock exchange	Frankfurt Stock Exchange
Market Segment	Regulated Market (Prime Standard)
Number of shares issued	172,734,665
Number of shares outstanding	172,494,911

Employee Incentive Plan	Options	RSU	Total
Vested (in mn)	8.5	0.3	8.8
WAEP (in EUR) - vested shares	19.57	—	18.81
Unvested (in mn)	4.0	3.3	7.3
WAEP (in EUR) - unvested shares	30.26	—	16.67
Total outstanding (in mn)	12.5	3.6	16.1
WAEP (in EUR)	23.03	—	17.84

1. Weighted average exercise price