Advent, FedEx, A&R and PPF launch all-cash offer for all InPost shares

Strategic rationale

The Transaction brings InPost together with the Consortium to unlock growth, consumer choice and value creation in Europe’s fast-growing parcel delivery sector. The Consortium will help drive InPost’s growth potential as a leading European e-commerce enabler by supporting its existing growth strategy including further expansion of its parcel locker network and growth in consumer-centric digital solutions.

The Consortium is committed to supporting InPost’s existing strategy including further expansion of its European footprint in France, Spain, Portugal, Italy, Benelux and the UK. The Offeror’s intention is that InPost will continue to operate under the InPost brand and that the centre of operations of the Group’s business remains in Poland.

InPost’s shareholders will receive a cash consideration of EUR 15.60 (cum dividend) for each validly tendered Share. The offer price values all issued and outstanding shares of InPost (“Shares”) at approximately EUR 7.8 billion, providing immediate and certain value for InPost’s shareholders with an offer premium of 53% to the three-month volume-weighted average share price up to and including 2 January 2026 and 50% to the Undisturbed Share Price on 2 January 2026.

The non-conflicted members of each of the management board of the Company (the “Management Board”) and the supervisory board of the Company (the “Supervisory Board”, and jointly, the “Boards”) unanimously support the Transaction and recommend that InPost’s Shareholders tender their Shares under the Offer, and vote in favor of the Resolutions at the EGMs (the “Recommendation”). InPost published its Position Statement today which contains the information required by Article 18a and Annex G of the Decree and which sets out the recommendation and a more detailed description of the decision-making process of the Boards.

Mr. Hein Pretorius, Mr. Michael Rouse and Mr. Javier van Engelen, as shareholding members of the Boards, have each irrevocably undertaken to tender their Shares under the Offer and vote in favor of the Resolutions at the EGMs.

InPost and the Offeror must make certain filings to apply for the Regulatory Clearances required in connection with the Transaction. Regulatory Clearances have already been obtained in the following jurisdictions: China, Israel, Italy, Turkey and Ukraine. For Switzerland and the United Kingdom, the conditions will be satisfied if the relevant authority does not respond or raise further questions prior to satisfaction of all other conditions to closing. InPost and the Offeror are still in the process of obtaining Regulatory Clearances before the European Commission and in Vietnam. These remaining review processes are expected to be completed in H2 2026.

The Offer Period will commence on 26 May 2026 at 09:00 hours CEST and will expire on 27 July 2026 at 17:40 hours CEST, unless the Offer Period is extended in accordance with Section 15 of the Decree and Section 5.7 (Extension of the Offer Period), Section 5.8 (Extension in case of third party offer) and/or Section 5.9 (Extension of the Offer Period with an exemption granted by the AFM) of the Offer Memorandum (such period, as it may be extended in accordance with the Merger Agreement, the “Offer Period”).

If the Offer is declared unconditional (gestand wordt gedaan) by the Offeror, the Offeror will accept all Tendered Shares not previously validly withdrawn in accordance with the procedures set out in Section 5.4.5 (Withdrawal rights) of the Offer Memorandum.

Two extraordinary general meetings of shareholders of InPost (each an “EGM”) will be convened in connection with the Transaction. The first EGM will be held on 29 June 2026 (the “Offer EGM”) to inform shareholders about the Transaction and to allow them to vote on governance changes, subject to and effective as per Settlement (the “Offer Resolutions”). The Offer EGM convening notice will be published in accordance with Luxembourg Law and all convocation materials will be made available in due course on the website of the Company (https://inpost.eu/).

It is envisaged that a second EGM to adopt the Demerger Resolutions will be held after the Offer has been declared unconditional, but with a record date immediately following the Unconditional Date. During this second EGM the shareholders will vote on the resolutions approving the Post-Closing Demerger and Liquidation (the “Demerger Resolutions”). The Demerger Resolutions will be subject to a 75% majority requirement and will be subject to Settlement. By tendering its Shares, each Shareholder grants a power of attorney and instruction to each of the Offeror and the Settlement Agent to vote in favor of the Demerger Resolutions at the second EGM and provides its express irrevocable consent to share its relevant details with each of the Offeror and/or the Settlement Agent.

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, which has been published today.

Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement. In addition, Shareholders may wish to consult with their tax advisers regarding the tax consequences of not tendering their Shares under the Offer.

Digital copies of the Offer Memorandum and the Position Statement are available on the Offeror’s website at https://www.consortiuminpostoffer.com/ and on InPost’s website at https://inpost.eu/. Such websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum.