HelloFresh SE
Information pursuant to Sec. 125 (1) AktG in conjunction with Section 125 (5) AktG, Art. 4 (1), Table 3 of the Annex to Implementing
Regulation (EU) 2018/1212
Type of information
Description
A. Specification of the message | |||
1. | Unique identifier of the event | Ordinary virtual Annual General Meeting of HelloFresh SE 2023 | |
In the format according to the Implementing Regulation (EU) 2018/1212: | |||
e333ac17bccfed118145005056888925 | |||
2. | Type of message | Invitation to the virtual Annual General Meeting | |
In the format according to the Implementing Regulation (EU) 2018/1212: | |||
NEWM | |||
B. Specification of the issuer | |||
1. ISIN
DE000A161408
2. Name of issuer
HelloFresh SE
C. Specification of the meeting | ||
1. | Date of the General Meeting | 12 May 2023 |
In the format according to the Implementing Regulation (EU) 2018/1212: | ||
20230512 | ||
2. | Time of the General Meeting | 10:00 CEST (corresponds to 08:00 UTC) |
In the format according to the Implementing Regulation (EU) 2018/1212: | ||
08:00 UTC (Coordinated Universal Time) | ||
3. | Type of General Meeting | Ordinary virtual Annual General Meeting without physical presence of |
shareholders or their proxies (with the exception of proxies appointed by the | ||
Company) | ||
In the format according to the Implementing Regulation (EU) 2018/1212: | ||
GMET | ||
4. | Location of the General Meeting | URL of the virtual general meeting: |
https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual- | ||
general-meeting.html | ||
Location within the meaning of the German Stock Corporation Act: business | ||
premises of Grünebaum Gesellschaft für Event Logistik mbH, Lützowplatz 15 / | ||
Karl-Heinrich-Ulrichs-Straße 22/24, 10785 Berlin, Germany | ||
5. | Record Date | Record Date bearer shares: 20 April 2023, 24:00 CEST (equivalent to 22:00 |
UTC) | ||
In the format according to the Implementing Regulation (EU) 2018/1212: | ||
Record Date bearer shares 20230420, 22:00 Uhr UTC (Coordinated Universal | ||
Time) | ||
6. | Uniform Resource Locator (URL) | https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual- |
general-meeting.html | ||
D. Participation* in the general meeting - Voting by correspondence | ||
1. | Method of participation by shareholder | Voting by correspondence |
In the format according to the Implementing Regulation (EU) 2018/1212: EV | ||
2. | Issuer deadline for the notification of participation | Registration for the Annual General Meeting by May 5, 2023, 24:00 (CEST) |
(corresponds to 22:00 UTC) | ||
In the format according to the implementing regulation (EU) 2018/1212: | ||
20230505; 22:00 Uhr UTC (Coordinated Universal Time) | ||
3. | Issuer deadline for voting | For voting by postal vote or email: 11 May 2023, 24:00 (CEST) (corresponds to |
22:00 UTC). | ||
In the format according to Implementing Regulation (EU) 2018/1212: | ||
20230511; 22:00 UTC (Coordinated Universal Time). | ||
For voting by postal vote via the InvestorPortal: still during the Annual General | ||
Meeting on 12 May 2023 | ||
In the format according to Implementing Regulation (EU) 2018/1212: | ||
20230512, still during the Annual General Meeting. |
0134622-0000003 EUO3: 2003952226: 2 | 1 | 04.04.2023 |
The following applies to all types of postal voting: The prerequisite for exercising the voting right by postal voting is that the registration and the proof of shareholding are provided in due form and time.
D. Participation* in the general meeting - Participation* through proxy
1. Method of participation by shareholder | Authorisation by | |
- granting of power of attorney and instructions to the | ||
proxies appointed by the Company and bound by instructions | ||
proxies appointed by the Company; | ||
- Granting of power of attorney and, if applicable, instructions to | ||
an intermediary, a shareholders' association, | ||
a proxy adviserperson who offers himself in a businesslike | ||
manner | ||
to shareholders for the exercise of voting rights at the Annual | ||
General Meeting; | ||
- the granting of proxy and, where applicable, instructions to | ||
third parties; | ||
In the format according to Implementing Regulation (EU) 2018/1212: PX | ||
2. Issuer deadline for the notification of participation | Registration for the Annual General Meeting until 5 May 2023, 24:00 (CEST) | |
(corresponds to 22:00 UTC) | ||
In the format according to Implementing Regulation (EU) 2018/1212: | ||
20230505; 22:00 UTC (Coordinated Universal Time) | ||
3. Issuer deadline for voting | For the granting of proxy and instructions to the proxies nominated by the | |
Company and bound by instructions by mail or email: 11 May 2023, 24:00 | ||
(CEST) (corresponds to 22:00 UTC) | ||
In the format according to Implementing Regulation (EU) 2018/1212: | ||
20230511; 22:00 UTC (Coordinated Universal Time) | ||
For the granting of power of attorney and instructions to the proxies | ||
appointed by the Company and bound by instructions via the InvestorPortal: | ||
still during the Annual General Meeting on 12 May 2023 | ||
In the format according to Implementing Regulation (EU) 2018/1212: | ||
20230512, still during the Annual General Meeting. | ||
The following applies to all types of proxies: Registration in due form and time | ||
and proof of shareholding are required in each case. Proxies (including | ||
intermediaries, proxy advisors, shareholders' associations and persons who | ||
offer themselves in a businesslike manner to shareholders to exercise voting | ||
rights at the Annual General Meeting) must, for their part, use the proxies | ||
appointed by the Company and bound by instructions or the postal vote to | ||
cast their votes. | ||
E. Agenda - Agenda item 1 | ||
1. Unique identifier of the agenda item | 1 | |
2. Title of the agenda item | Presentation of the adopted annual financial statements and the consolidated | |
financial statements approved by the Supervisory Board as at 31 December | ||
2022, the combined management report for the Company and the Group for | ||
the financial year 2022, the report of the Supervisory Board for the financial | ||
year 2022 and the report of the Management Board on the disclosures | ||
pursuant to Section 289a (1), Section 315a (1) of the German Commercial | ||
Code (HGB) | ||
In the format according to Implementing Regulation (EU) 2018/1212 (short | ||
summary): Presentation of annual financial statements, consolidated financial | ||
statements and reports for the financial year 2022 | ||
3. Uniform Resource Locator (URL) of the materials | https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual- | |
general-meeting.html | ||
4. Vote | --- |
5. Alternative voting options
---
E. Agenda - Agenda item 2 | |||
1. | Unique identifier of the agenda item | 2 | |
2. | Title of agenda item | Resolution on the appropriation of the balance sheet profit of HelloFresh SE | |
for the financial year 2022 | |||
3. | Uniform Resource Locator (URL) of the materials | https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual- | |
general-meeting.html |
0134622-0000003 EUO3: 2003952226: 2 | 2 | 04.04.2023 |
4. | Vote | Binding vote | |
In the format according to Implementing Regulation (EU) | |||
2018/1212: BV | |||
5. | Alternative voting options | In favor, vote against, abstention, blank | |
In the format according to Implementing Regulation (EU) | |||
2018/1212: VF, VA, AB, BL | |||
E. Agenda - Agenda item 3 | |||
1. | Unique identifier of the agenda item | 3 | |
2. | Title of agenda item | Resolution on the discharge of the members of the Management Board for | |
the financial year 2022 | |||
3. | Uniform Resource Locator (URL) of the materials | https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual- | |
general-meeting.html | |||
4. | Vote | Binding vote | |
In the format according to Implementing Regulation (EU) | |||
2018/1212: BV | |||
5. | Alternative voting options | In favor, vote against, abstention, blank | |
In the format according to Implementing Regulation (EU) | |||
2018/1212: VF, VA, AB, BL | |||
E. Agenda - Agenda item 4 | |||
1. | Unique identifier of the agenda item | 4 | |
2. | Title of agenda item | Resolution on the discharge of the members of the Supervisory Board for the | |
financial year 2022 | |||
3. | Uniform Resource Locator (URL) of the materials | https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual- | |
general-meeting.html | |||
4. | Vote | Binding vote | |
In the format according to Implementing Regulation (EU) | |||
2018/1212: BV | |||
5. | Alternative voting options | In favor, vote against, abstention, blank | |
In the format according to Implementing Regulation (EU) | |||
2018/1212: VF, VA, AB, BL | |||
E. Agenda - Agenda item 5 | |||
1. | Unique identifier of the agenda item | 5 | |
2. | Title of agenda item | Resolution on the appointment of the auditor of the annual financial | |
statements and the auditor of the consolidated financial statements for the | |||
financial year 2023 and of the auditor for any review of the condensed | |||
financial statements and the interim management report in the financial year | |||
2023 and for any review of additional interim financial information in the | |||
financial years 2023 and 2024 | |||
In the format according to Implementing Regulation (EU) 2018/1212 (short | |||
summary): Resolution on the appointment of the auditor | |||
3. | Uniform Resource Locator (URL) of the materials | https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual- | |
general-meeting.html | |||
4. | Vote | Binding vote | |
In the format according to Implementing Regulation (EU) | |||
2018/1212: BV | |||
5. | Alternative voting options | In favor, vote against, abstention, blank | |
In the format according to Implementing Regulation (EU) | |||
2018/1212: VF, VA, AB, BL | |||
E. Agenda - Agenda item 6 | |||
1. | Unique identifier of the agenda item | 6 | |
2. | Title of the agenda item | Resolution on the election of the members of the Supervisory Board | |
3. | Uniform Resource Locator (URL) of the materials | https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual- | |
general-meeting.html | |||
4. | Vote | Regarding agenda item 6.1 on the election of Mr John H. Rittenhouse: Binding | |
vote | |||
In the format according to Implementing Regulation (EU) | |||
2018/1212: BV | |||
Regarding agenda item 6.2 on the election of Ms Ursula Radeke-Pietsch: | |||
Binding vote | |||
In the format according to Implementing Regulation (EU) | |||
2018/1212: BV |
0134622-0000003 EUO3: 2003952226: 2 | 3 | 04.04.2023 |
Regarding agenda item 6.3 on the election of Ms Susanne Schröter-Crossan: | ||
Binding vote | ||
In the format according to Implementing Regulation (EU) | ||
2018/1212: BV | ||
Regarding agenda item 6.4 on the election of Mr Stefan Smalla: Binding vote | ||
In the format according to Implementing Regulation (EU) | ||
2018/1212: BV | ||
Regarding agenda item 6.5 on the election of Mr Derek Zissman: Binding vote | ||
In the format according to Implementing Regulation (EU) | ||
2018/1212: BV | ||
5. Alternative voting options | Regarding agenda item 6.1 on the election of Mr John H. Rittenhouse: In | |
favor, vote against, abstention, blank | ||
In the format according to Implementing Regulation (EU) | ||
2018/1212: VF, VA, AB, BL | ||
Regarding agenda item 6.2 on the election of Ms Ursula Radeke-Pietsch: In | ||
favor, vote against, abstention, blank | ||
In the format according to Implementing Regulation (EU) | ||
2018/1212: VF, VA, AB, BL | ||
Regarding agenda item 6.3 on the election of Ms Susanne Schröter-Crossan: In | ||
favor, vote against, abstention, blank | ||
In the format according to Implementing Regulation (EU) | ||
2018/1212: VF, VA, AB, BL | ||
Regarding agenda item 6.4 on the election of Mr Stefan Smalla: In favor, vote | ||
against, abstention, blank | ||
In the format according to Implementing Regulation (EU) | ||
2018/1212: VF, VA, AB, BL | ||
Regarding agenda item 6.5 on the election of Mr Derek Zissman: In favor, vote | ||
against, abstention, blank | ||
In the format according to Implementing Regulation (EU) | ||
2018/1212: VF, VA, AB, BL | ||
E. Agenda - Agenda item 7 | ||
1. Unique identifier of the agenda item | 7 | |
2. Title of the agenda item | Resolution on the approval of the compensation report for the financial year | |
2022 | ||
3. Uniform Resource Locator (URL) of the materials | https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual- | |
general-meeting.html | ||
4. Vote | Advisory vote | |
In the format according to Implementing Regulation (EU) | ||
2018/1212: AV | ||
5. Alternative voting options | In favor, vote against, abstention, blank | |
In the format according to Implementing Regulation (EU) | ||
2018/1212: VF, VA, AB, BL | ||
E. Agenda - Agenda item 8 | ||
1. Unique identifier of the agenda item | 8 | |
2. Title of the agenda item | Resolution on the amendment of Article 8 (2) sentence 1 of the Articles of | |
Association (term of appointment of members of the Supervisory Board) | ||
3. Uniform Resource Locator (URL) of the materials | https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual- | |
general-meeting.html | ||
4. Vote | Binding vote | |
In the format according to Implementing Regulation (EU) | ||
2018/1212: BV | ||
5. Alternative voting options | In favor, vote against, abstention, blank | |
In the format according to Implementing Regulation (EU) | ||
2018/1212: VF, VA, AB, BL | ||
E. Agenda - Agenda item 9 | ||
1. Unique identifier of the agenda item
9
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2. | Title of agenda item | Resolution on the insertion of a new Article 14 (4) of the Articles of | |
Association (authorization of the Management Board to hold a general | |||
meeting in virtual form) | |||
3. | Uniform Resource Locator (URL) of the materials | https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual- | |
general-meeting.html | |||
4. | Vote | Binding vote | |
In the format according to Implementing Regulation (EU) | |||
2018/1212: BV | |||
5. | Alternative voting options | In favor, vote against, abstention, blank | |
In the format according to Implementing Regulation (EU) | |||
2018/1212: VF, VA, AB, BL | |||
E. Agenda - Agenda item 10 | |||
1. | Unique identifier of the agenda item | 10 | |
2. | Title of agenda item | Resolution on the amendment of Article 17 (2) of the Articles of Association to | |
enable Supervisory Board members to participate ion a virtual general | |||
meeting by means of video and audio transmission | |||
3. | Uniform Resource Locator (URL) of the materials | https://ir.hellofreshgroup.com/websites/hellofresh/English/5000/annual- | |
general-meeting.html | |||
4. | Vote | Binding vote | |
In the format according to Implementing Regulation (EU) | |||
2018/1212: BV | |||
5. | Alternative voting options | In favor, vote against, abstention, blank | |
In the format according to Implementing Regulation (EU) | |||
2018/1212: VF, VA, AB, BL | |||
F. Specification of the deadlines regarding the exercise of other shareholders rights - Amendment of Agenda | |||
1. | Object of deadline | Request for amendments to the agenda | |
2. | Applicable issuer deadline | 11 April 2023, 24:00 (CEST) (corresponds to 22:00 UTC) | |
In the format according to Implementing Regulation (EU) 2018/1212: | |||
20230411; 22:00 UTC (Coordinated Universal Time) | |||
F. Specification of the deadlines regarding the exercise of other shareholders rights - Countermotion | |||
1. | Object of deadline | Transmission of countermotions to a specific item on the agenda | |
2. | Applicable issuer deadline | 27 April 2023, 24:00 (CEST) (corresponds to 22:00 UTC) | |
In the format according to Implementing Regulation (EU) 2018/1212: | |||
20230427; 22:00 UTC (Coordinated Universal Time) | |||
F. Specification of the deadlines regarding the exercise of other shareholders rights - Election proposal | |||
1. | Object of deadline | Transmission of election proposals | |
2. | Applicable issuer deadline | 27 April 2023, 24:00 (CEST) (corresponds to 22:00 UTC) | |
In the format according to Implementing Regulation (EU) 2018/1212: | |||
20230427; 22:00 UTC (Coordinated Universal Time) | |||
F. Specification of the deadlines regarding the exercise of other shareholders rights - Submission of statements | |||
1. | Object of deadline | Submission of statements | |
2. | Applicable issuer deadline | 6 May 2023, 24:00 (CEST) (corresponds to 22:00 UTC) | |
In the format according to Implementing Regulation (EU) 2018/1212: | |||
20230506; 22:00 UTC (Coordinated Universal Time) | |||
F. Specification of the deadlines regarding the exercise of other shareholders rights - Electronic filing of objections against resolutions
of the general meeting | |||
1. | Object of deadline | Electronic filing of objections against resolutions of the general meeting of | |
shareholders | |||
2. | Applicable issuer deadline | On 12 May 2023 from the beginning of the Annual General Meeting until its | |
end | |||
In the format according to Implementing Regulation (EU) 2018/1212: | |||
20230512; from the beginning of the general meeting until its end | |||
F. Specification of the deadlines regarding the exercise of other shareholders rights - Request for confirmation of the counting of | |||
votes | |||
1. | Object of deadline | Making a request for confirmation of the counting of votes | |
2. | Applicable issuer deadline | 12 June 2023, 24:00 (CEST) (corresponds to 22:00 UTC) | |
In the format according to Implementing Regulation (EU) 2018/1212: | |||
20230612; 22:00 UTC (Coordinated Universal Time) | |||
*The term "participation" is used above not as physical participation within the meaning of Section 118 of the German Stock Corporation Act, but exclusively as participation in the virtual Annual General Meeting within the meaning of Section 118a of the German Stock Corporation Act.
0134622-0000003 EUO3: 2003952226: 2 | 5 | 04.04.2023 |
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Disclaimer
HelloFresh SE published this content on 04 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2023 16:17:44 UTC.