InPost S A : discloses information in connection with launch of Euro-Denominated Senior Notes Offering

PRESS RELEASE

21 June 2021

InPost S.A. discloses information in connection with launch of Euro-Denominated Senior Notes Offering

Luxembourg, Luxembourg - 21 June 2021. InPost S.A. ("InPost" or the "Issuer"), announced today an intention to offer, subject to market conditions, at least €390 million in aggregate principal amount of euro-denominated senior notes due 2027 (the "Notes").

In connection with the offering of the Notes, the Issuer is disclosing certain information to prospective holders of the Notes. A copy of such information is hereby disclosed to the public and is attached hereto as Exhibit A (the "Information Release"). The relevant section titles of the offering memorandum of the Notes with respect to the Information Release are listed below.

InPost Group and Integer Group

• Rationale for the Acquisition of Mondial Relay
• Summary Consolidated Financial Information and Other Data of the InPost Group and the Integer Group as of 31 March 2021 and for the Three Months and Twelve Months ended 31 March 2021 and the Three Months ended 31 March 2020
• Summary Unaudited Pro Forma Condensed Combined Financial Information and As Adjusted Data of the InPost Group as of and for the Twelve Months ended 31 March 2021
• Results of Operations of the InPost Group and the Integer Group for the Three Months ended 31 March 2021 and 2020

Mondial Relay

• Summary Financial Information and Other Data of Mondial Relay as of and the Years ended 28 February 2021 and 29 February 2020
• Business of Mondial Relay

Annex A

• Interim Condensed Consolidated Financial Statements of InPost S.A. for the three month period ended 31 March 2021

* * *

This document constitutes a public disclosure of inside information by InPost S.A. under Regulation (EU) 596/2014 and Commission Implementing Regulation (EU) 2016/1055.

This document does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. There can be no assurance that the offering of the Notes will be completed or, if completed, as to the terms on which it will be completed.

The Notes and the related guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or applicable state or foreign securities laws and may not be offered or sold in the United States without registration under federal or applicable state securities laws or an applicable exemption from such registration requirements. The Notes will be offered in the United States to "qualified institutional buyers" as defined in Rule 144A under the Securities Act and outside the United States in an offshore transaction in accordance with Regulation S under the Securities Act

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II");

1. a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified

investor" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law in the UK by virtue of the EUWA (the "UK PRIIPS Regulation") for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

This document has been prepared on the basis that any offer of the Notes in the United Kingdom (the "UK") will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation") from a requirement to publish a prospectus for offers of Notes.

In connection with any issuance of the Notes, a stabilizing manager, or persons acting on its behalf, may engage in overallotment, stabilizing transactions and syndicate covering transactions during the stabilization period or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager or persons acting on its behalf will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 calendar days after the issue date of the Notes and 60 calendar days after the date of the allotment of the Notes, as applicable. Any stabilization action or over-allotment must be conducted by the stabilizing manager or persons acting on its behalf in accordance with all applicable laws and rules.

Information to Distributors

Manufacturer target market (MIFID II product governance; UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom, respectively.

Forward Looking Statements

The Information Release contains forward-looking statements. Other than reported financial results and historical information, all statements included in the Information Release, including, without limitation, those regarding our financial position, business strategy and management plans and objectives for future operations, are, or may be deemed to be, forward-looking statements that reflect the Issuer's current views with respect to future events and financial and operational performance. These forward- looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "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,. These forward-looking statements are based on the Issuer's beliefs, assumptions and expectations regarding future events and trends that affect the Issuer's future performance, taking into account all information currently available to the Issuer, and are not guarantees of future performance. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on the circumstances that may or may not occur in the future, and the Issuer cannot guarantee the accuracy and completeness of forward-looking statements. A number of important factors, not all of which are known to the Issuer or are within the Issuer's control, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement as a result of risks and uncertainties facing the Issuer. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Information Release and are subject to change without notice. Other than as required by applicable law or the applicable rules of any exchange on which our securities may be traded, we have no intention or obligation to update forward-looking statements

Information about the Notes
Issuer	InPost S.A.
Issue	Senior Unsecured Notes
Principal amount	EUR 390m
Currency	EUR
Maturity	6 years
	NC2, 50% / 25% / par thereafter; 40% of nominal can be
Call period and redemption	redeemed with proceeds from a new equity offering at par +
	coupon (at least 60%
	outstanding)
Interest payment	Semi-annual; interest paid in arrears
Security	Unsecured
Guarantors	As per existing senior facilities agreement
Use of proceeds	Finance Mondial Relay purchase price, fund cash on balance sheet
	and pay transaction fees and expenses
Ranking	Senior obligations of the Company and will rank pari passu with
	all present and future senior indebtedness
Change of Control	In the event of a Change in Control each holder of Notes may
require the Issuer to repurchase such holder's Notes at 101%;
	one-off portability subject to 2.5x net leverage test
	The Notes will contain customary covenants for this type of
Incurrence covenants	financing, with the size of baskets to be adjusted to reflect the
	Issuer's needs
	and the market conditions at the time of pricing
Events of default	Customary for a high yield financing for this type
Offering type	144A/Reg S
Governing Law	New York
*	* *

Exhibit A

Information Release

Rationale for the Acquisition of Mondial Relay

The Group continuously monitors opportunities for expansion that will underpin its growth strategy. In evaluating candidates for acquisition, the Group is guided by strict criteria favouring operational excellence, synergies and shareholder value creation. The Group believes that the Acquisition furthers the Group's expansion plans and meets such criteria, mainly as a result of the following factors:

Creating a pan-European player with an established out-of-home automated delivery platform. The Group believes that the Acquisition will significantly enhance the Group's value proposition by creating of a strong international out-of-homeparcel player with diverse revenues, broad geographical footprint, and a reinforced growth profile operating across key European e-commercemarkets. The target addressable market, and therefore runway for growth, for the combined Group, consist of the pan-Europeanparcel delivery market and the Acquisition would accelerate its expansion and extend the Group's leadership position in the automated out-of-homedelivery market. In addition, the Group believes that Mondial Relay's scaled logistics network, broad pan-Europeanmerchant relationships and strong consumer recognition would provide a strong foundation for accelerated growth and shareholder value creation.

Enhanced scale and value proposition for cross-border clients. The Group believes that the Acquisition immediately provides the Group with an established and fully integrated e-commercedelivery platform in France, Europe's third largest e-commercemarket. At an estimated size of approximately €56 billion in 2020, the French e-commercemarket is approximately five times the size of Poland's. The French e- commerce market also boasts one of the highest out-of-homepenetration rates in Europe, estimated to be approximately 16%. The Group intends to leverage its leading technological capabilities and network solutions to achieve a leading position in the French delivery market, as well as leveraging on the Target's operations in other key geographies, including the Benelux and Iberia regions.

Ability to leverage InPost's expertise and model. The Group believes that aligning the Target's model to InPost's best practices will unlock the value proposition of the combined platform by increasing the service quality and timing of delivery whilst maintaining a cost advantage that will enable the Group to further penetrate the markets in which it operates.

Significant and readily available commercial, network and operational synergies. The Group has identified approximately €100-150million incremental EBITDA enhancements over the medium term. The Group believes that the Acquisition will unlock commercial, network and operational synergies. In particular, the Group's automation technology and operational know-howcould be leveraged in order to accelerate Mondial Relay's revenue growth, enhance its profitability and optimise consumer's experience. Commercial enhancements are expected to be achieved through the roll‐out of APMs at PUDO points that are approaching saturation point, and the cross‐integration of merchant partners to broaden the product offering to the Group's end‐consumers. Operational improvements will focus on increasing depot density and automation, and applying the best practices developed by the Group in Poland. In doing so, the Group expects to realign Mondial Relay from a predominantly PUDO delivery service offering towards a fully scaled APM driven business model that will complement Mondial Relay's existing PUDO offering going forward.

On a pro forma basis for the Transactions, the Group's Pro Forma Net Leverage as of 31 March 2021 was 3.3x. Supported by the Group's strong cash flow generation and EBITDA growth, as further enhanced by the Acquisition, its capital allocation priority would be on deleveraging its balance sheet. The Group would target a return to a net leverage ratio of approximately 2.0-2.5x within 18-24 months following the Acquisition Closing Date, while continuing to invest to support growth in existing and new key geographies - most notably Poland, the UK and France.

Summary Consolidated Financial Information and Other Data of the Group and the Integer Group as of 31 March 2021 and for the Three Months and Twelve Months ended 31 March 2021 and the Three Months ended 31 March 2020

						For the Twelve
	As of or for the three months ended 31		months ended
	March				31 March
	2021		2020			2021
	(PLN millions, unless indicated otherwise)
Adjusted EBITDA(1)	332.2		136.3		1,200.3
Adjusted EBITDA Margin(1)	41.9%		33.1%		41.2%
Operating EBITDA(1)	263.2		135.4		1,122.1
Operating EBITDA Margin(1)	33.2%		32.9%		38.5%
Gross Profit(2)	438.1		198.0		1,563.3
Gross Profit Margin(2)	55.2%		48.1%		53.7%
Net Working Capital(3)	30.4		62.5			n/a
Capital Expenditure(4)	158.6		94.5		600.6
Free Cash Flow(5).	163.9		49.8		504.0
Free Cash Flow From Operations(5)	322.5		144.3		1,104.6
Cash Conversion(5)	49.3%		36.5%		42.0%
Revenue per APM Parcel in Poland(6)
(actual number)	7.4		7.5		7.3
Revenue per To-Door Parcel in Poland(7)
(actual number)	10.4		10.7		10.5
Direct Cost per Parcel in Poland(8) (actual
number)	3.5		4.3		3.7
General Costs per Parcel in Poland(9)
(actual number)	1.6		1.1		1.1
Gross Profit per Parcel in Poland(10) (actual
number)	4.4		3.9		4.2
Net Leverage(11)						2.0x
Maintenance Capex Poland(12)	3.5		1.0		20.4
APM Development Capex Poland(13)	82.4		72.1		386.5
Operational Development Capex Poland(14)	51.9		19.4		145.4
International Capex(15)	20.9		2.0		48.4
Changes in Working Capital(16)	(9.7)		8.0		(95.7)