InPost S A : Presentation - InPost, Advent, FedEx, A&R and PPF announce agreement on recommended all-cash offer for all InPost shares PDF

‌Transaction presentation

9 February, 2026

Picture

‌Today's presenters Hein Pretorius Chairman of the Supervisory Board Michael Rouse Chief Executive Officer International Javier van Engelen

Chief Financial Officer

2

‌Transaction highlights

InPost, Advent, FedEx, A&R Investments1and PPF Group announce agreement on recommended all-cash offer for all issued and

outstanding InPost shares at an offer price of EUR 15.60 per share

• Offer price of EUR 15.60 (cum dividend) values 100% of the shares at EUR 7.8 billion

• Represents an attractive offer premium of 50% to the undisturbed share price on 2 January 2026 and 53% to the 3-month volume weighted average price prior to 2 January 2026 providing immediate and certain value for shareholders

• The transaction is supported by shareholders representing ~48% of the outstanding shares in the company. PPF Group will sell the entirety of its stake in support of the Transaction but will remain committed to InPost through the reinvestment of a part of the proceeds to become a 10% shareholder in the Consortium

• High degree of deal certainty, transaction subject to customary closing conditions

• InPost and FedEx will enter into arm's length commercial agreements that will enable both businesses to benefit from complementary strengths and a shared vision

• Consortium will help drive InPost's growth potential as a leading European e-commerce solutions enabler by supporting its existing growth strategy

• Continue to operate under the InPost brand with its head office in Poland and with its current management structure led by CEO Rafał Brzoska

• Robust set of non-financial covenants have been agreed

• InPost Boards2consider the offer in the best interest of all stakeholders and unanimously recommend the offer

1 An independent investment company founded by Rafał Brzoska; 2Formed of non-conflicted members of the Supervisory Board and non-conflicted members of the Management Board 3

‌Financial considerations

Offer price details

• InPost's shareholders will receive a cash consideration of EUR 15.60 for each validly tendered share

• The offer price values 100% of all issued and outstanding shares in the capital of InPost at approximately EUR

  7.8 billion

• The offer price represents the following premia to the undisturbed share price as of 2 January 2026:

  • 50% to the closing share price of EUR 10.4;

  • 55% to the 1-month volume-weighted average share price1of EUR 10.1;

  • 53% to the 3-months volume-weighted average share price1of EUR 10.2; and

  • 43% to the 6-months volume-weighted average share price1of EUR 10.9

4

1 Up to and including 2 January 2026

‌Consortium composition and fit with InPost

37%

1

16%

37%

10%

[.]%

% of shares in InPost upon settlement

1 An independent investment company founded by Rafał Brzoska

5

‌Strategic rationale

• Further expansion of InPost's European footprint and parcel locker network

• Ongoing initiatives to redefine the European e-commerce sector and

  growth in consumer-centric mobile offering

• Unlock growth, consumer choice and value creation in Europe's fast-growing delivery sector

• FedEx brings deep industry expertise based on its diversified and global

  network, and advanced technology

• Clear path to significantly grow InPost's out-of-home network and extend its reach to consumers across Europe

• Connect FedEx's global network of 3 million businesses and 225 million recipients worldwide with InPost's locker network and B2C last mile operations

  6

  
  
  ‌In the best interest of all stakeholders

  Strategy

  • Consortium supports InPost's publicly communicated business strategy, organic and inorganic growth ambitions and ESG goals

    Organization, operations and governance

  • Maintain head office and key functions in Poland

  • Corporate identity, culture and values remain unchanged

    Employees

    • Existing employee rights and benefits will be respected, as will InPost's

      current employee consultation structure

    • No material changes to InPost's workforce is envisaged as a direct consequence of the Transaction

      Customers

    • InPost will maintain customer centricity and provide continued quality of service and offering to customers and consumers

      Financing

    • Offeror shall procure that InPost will remain prudently capitalized and financed to safeguard the continuity of the business

7

‌Transaction governance and assessment

• Non-conflicted Special Committee of Management & Supervisory Board formed

• Constructive discussions and improvements to the offer led to today's announcement

• Boards, with the support of advisors, thoroughly reviewed the proposal taking the interests of

  all stakeholders into account

• Provides immediate and certain value for InPost's shareholders

• After evaluations, InPost signed the Merger Agreement with the Consortium

• J.P. Morgan Securities plc and Banco Santander, S.A. have issued Fairness Opinions to the

  Company and Supervisory Board, respectively

  Boards consider the offer to be in the best interest of all stakeholders and unanimously support the transaction and recommend the offer

Note: Certain members of the management and Supervisory Boards have not participated-and will not participate-in any discussions or decisions related to the proposed transaction. 8

All board actions and unanimous decisions referenced exclude Mr. Rafal Brzoska in relation to the Management Board and Mr. Stoessel, Mr. Sen, Mr. Huep and Mr. Harrer in relation to the Supervisory Board

‌Customary offer conditions

Commencement of the offer subject to customary pre-offer conditions, including

• No material breach of the Merger Agreement having occurred;

• No material adverse effect having occurred;

• The AFM having approved the Offer Memorandum;

• No competing or mandatory offer having occurred;

• No adverse Board recommendation having occurred; and

• The irrevocable undertakings of the relevant Board members and shareholders being in full force and effect

  Consummation of the offer subject to customary offer conditions, including

• Minimum acceptance level of at least 80% of the shares;

• No material breach of the Merger Agreement having occurred;

• No material adverse effect having occurred;

• All regulatory clearances in relation to the transaction having been obtained;

• No competing offer having occurred; and

• No adverse Board recommendation having occurred

9

‌Transaction elements

• Customary undertakings not to solicit any third party offers

• If a competing offer for at least 80% of the shares and exceeding the offer price by 10% is made, the Consortium has the opportunity to match such competing offer

Exclusivity and

Competing Offer

Non-financial covenants1

• Robust set of non-financial covenants have been agreed in the interest of all stakeholders

• Consortium will fund the transaction through a combination of equity funding and debt financing

Financing of the Transaction

• Break-fee of 1% of the Offer value:

  • if the Merger Agreement is terminated as a result of a Competing Offer, Adverse Recommendation Change or material breach of the Merger Agreement; and

  • payable by the Offeror if one of the consortium members breaches its irrevocable undertaking

Termination Fee

1 Refer to page 7 for further details 10

‌Indicative timeline

Envisaged timetable until closing (subject to regulatory clearances)

Announcement

9 February 2026 Filing Draft Offer Memorandum with AFM

End of Q1 2026

Publication of Offer Memorandum

End of Q2 2026 EGM

Settlement & Closing

H2 2026

AFM review

Tender Period

Regulatory Clearance Process

11

‌Q&A

‌Disclaimer

Disclaimer	Please read the following before continuing. The following applies to this presentation, any written, oral or video presentation of the information by InPost S.A. a public limited liability company (société anonyme), incorporated and existing under the laws of the Grand Duchy of Luxembourg ("InPost" or the "Company") or any person on behalf of the Company, any written, oral or video presentation of information by the Company and any question-and-answer session that follows any written, oral or video presentation (collectively, the "Information"). This presentation has been given in conjunction with an oral or video presentation to investors and should not be taken out of context.
Forward-looking statements	The Information may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "targets", "may", "aims", "likely", "would", "could", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records (and those of its affiliates) and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and are beyond its control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual results of operations, the financial condition and liquidity of the Company and its affiliates or the industry to differ materially from those results expressed or implied in this document or the presentation by such forward-looking statements. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be placed on any forward-looking statement. No statement in the Information is intended to be, nor may be construed as, a profit forecast. Forward-looking statements speak only as of the date they are made. The release, publication or distribution of the Information in certain jurisdictions may be restricted by law and, therefore, persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
No representations, warranties or undertakings	No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the Information or the opinions contained therein. The Information has not been independently verified and will not be updated. The Information, including, but not limited to, forward-looking statements, applies only as of the date of the Information and is not intended to give any assurances as to future results. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to the Information, including any financial data or forward-looking statements, and will not publicly release any revisions it may make to the Information that may result from any change in the Company's expectations, any change in events, conditions, circumstances on which these forward-looking statements are based, or other events or circumstances arising after the date of this Information.
Market and industry data	This Information contains statistics, data, statements and other information relating to the markets of the Company's Group and the industry in which it operates. Where such information has been derived from third-party sources, such sources are identified herein. In addition, the Company has been named as a source for certain market and industry statements included in this Information. Such "Company information" reflects the Company's views based on one or more sources available to it (some of which are not publicly available but can be obtained against payment), including data compiled by professional organisations, consultants and analysts and information otherwise obtained from other third-party sources.
No offer	The Information does not constitute or form part of, and should not be construed as, an offer or the solicitation of an offer to subscribe for or purchase securities of the Company, and nothing contained therein shall form the basis of, or be relied on, in connection with any contract or commitment whatsoever, nor does it constitute a recommendation regarding such securities. Any securities of the Company may not be offered or sold in the United States or any other jurisdiction where such a registration would be required, unless so registered, or an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, or other applicable laws and regulations is available. The Information and opinions contained therein are provided as of the date of the presentation and may be subject to change without notice. The Information does not constitute or form part of any advertisement or marketing material, any offer or invitation to sell or issue, any offer or inducement or invitation or commitment to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or securities in any other entity, nor shall it or any part of it, nor the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto.
Agreement with these terms	By accessing this presentation, you agree to the terms contained herein and to be bound by the foregoing limitations.