InPost S A : Meeting minutes

Annual General Meeting 2021

Meeting minutes

1. Introduction

Mr. Mark Robertshaw (Chairman) opens Inpost S.A.'s (Inpost or the Company) Annual General Meeting of Shareholders (AGM) and welcomes the attendees to the first AGM of the Company. During the meeting, the pro forma results of the Integer.pl group of companies for the financial year 2020 will be discussed. As the Company was incorporated in November 2020 with a book year until 31 December 2021, the AGM will not be asked to adopt the annual accounts 2020 of the Company.

Nevertheless, it was decided to hold this AGM, as it would be a good opportunity for our shareholders to be introduced to the members of the Management Board and the Supervisory Board. Furthermore, this meeting will allow the Company to get into the rhythm of Annual General Meetings and to get to know its shareholders.

Given the current Corona situation, InPost has decided to hold its Annual General Meeting without a physical presence (as permitted by Luxembourg law). The shareholders have been asked to vote electronically in advance of the meeting.

An announcement posted on the website of the Company on 19 April 2021 provided for details of this meeting and the required documents have been made available for inspection. Moreover, the meeting has been announced in the Luxembourg Official Gazette and in the Recueil Electronqiue des Sociétés et Associations. Therefore, all legal requirements to call this AGM have been met and the meeting is authorized to take decisions with respect to the issues stated in the agenda.

As at the date of this meeting, 500,000,000 shares, with a nominal value of EUR 0,01 each, are outstanding in the share capital of the Company. According to the registration list 438.351.961 shares in turn representing 438.351.961 votes, are represented at this meeting. This means that we have 87.67% of the share capital present or represented.

Shareholders have had the opportunity to ask questions in advance of the meeting. The answers to these questions have been published on our website (www.inpost.eu) and will be included in these minutes as an Annex. During the meeting, shareholders will have the opportunity to ask follow on questions and make additional remarks, provided that they are relevant to the subject under discussion.

The Chairman continues to introduce the members of the Company's Management Board: Mr. Rafal Brzoska and Mr. Adam Aleksandrowicz. Mr. Rafal Brzoska founded Integer.pl 22 years ago in 1999. Mr. Brzoska is chair of the Management Board and CEO of the Company. Mr. Adam Aleksandrowicz joined Integer.pl in 2017 and has a broad experience in senior finance roles of large international companies. Mr. Aleksandrowicz is a member of the Management Board and CFO of the Company.

The Chairman also welcomes and introduces the members of the Company's Supervisory Board who all became members of the Supervisory Board of the Company in January 2021. Mr. Ralf Huep joined the Supervisory Board of Integer.pl in 2017 and is a former senior managing partner of Advent with a vast experience of creating value with a broad array of international businesses. Ralf retired from Advent in 2019 and is therefore an independent director of the Supervisory Board. Mr. Nick Rose is partner at Advent and has been a member of the supervisory board of Integer.pl since 2017. Mr. Rose

is chair of the Selection, Appointment and Remuneration Committee and is a member of the Audit Committee. Mr. Rose has extensive experience of business services and logistics companies. Mr. Mike Roth has been a member of the supervisory board of Integer since 2020. He held numerous senior positions in a 20-year career at Amazon including deep experience in leadership roles in their logistics and fulfilment operations. Mr. Roth is a member of the Selection, Appointment and Remuneration Committee. Mrs. Marieke Bax joined the Company in 2021 as a member of the Supervisory Board. Mrs.

Bax is chair of the Audit Committee. Mrs. Bax has significant experience in both executive and non-executive roles for international companies and serving on public companies' boards both in Audit Committee and Remuneration Committee chair roles. Mr. Ranjan Sen is a managing partner at Advent and joined the Company in 2021 as a member of the Supervisory Board. Mr. Sen brings a wealth of experience across multiple geographies and industries. Mark Robertshaw joined the supervisory board of Integer.pl in 2017 and became a member and chair of the Supervisory Board of the Company in 2021. He has more than 30 years' experience in public and private companies, both in executive and non-executive roles. He is a member of the Audit Committee and the Selection, Appointment and Remuneration Committee. Also present is Mrs. Cristina Berta Jones, who is nominated for appointment as member of the Supervisory Board by this meeting, and will be introduced later.

InPost's Company Secretary, Mrs. Eliane Koelmans is present to take the minutes of the meeting, for which purpose this meeting will also be recorded. Furthermore, Mrs. Dominika Pietkun, the outside legal counsel of the Integer.pl group of companies is present to act as scrutineer.

2. Presentation by the Management Board of the pro forma financial year annual results of the Integer.pl group of companies as of 31 December 2020 and dated 19 April 2021

The members of the Management Board, Mr. Rafal Brzoska and Mr. Adam Aleksandrowicz present the pro forma financial year annual results of the Integer.pl group of companies as of 31 December 2020. The presentations have been made available on the website of the Company.

3. Appointment of Cristina Berta Jones as new member of the Supervisory Board (voting item)

The Supervisory Board has nominated Cristina Berta Jones for appointment as a new member of the Supervisory Board. The proposal is to appoint Ms. Berta Jones for a period of 4 years ending at the end of the annual general meeting of shareholders to be held in 2025.

Ms. Berta Jones currently serves as member of the leadership team of Picnic, an online grocery company based in the Netherlands. From 2005 to 2011, Ms. Berta Jones worked at Nokia, where she held various sales and corporate development roles. From 2011 to 2018, Ms. Berta Jones held a number of senior roles at Naspers, a global consumer internet company and one of the largest technology investors in the world. From 2015 to 2018, Mr. Berta Jones served as Chief Operating Officer of Naspers' B2C E-Commerce operations. The Supervisory Board has nominated Ms. Berta Jones for appointment based on her proven expertise and directly relevant experience across both the technology and e-commerce sectors.

With the proposed nomination, Inpost's Supervisory Board will comprise 7 members. Subject to her appointment, Ms. Berta Jones will also be appointed as member of the Inpost Selection, Appointment and Remuneration Committee.

Mrs. Dominika Pietkun, confirms that based on the votes that have been cast prior to the meeting and the issued proxies, that the General Meeting of Shareholders has approved the appointment with immediate effect of Cristina Berta Jones as member of the Supervisory Board for a period of 4 years ending at the annual general meeting of shareholders to be held in 2025. The Chairman congratulates Cristina Berta Jones with her appointment.

4.Closing

The meeting continues with some follow up questions which were asked during the meeting. The questions and answers are also included in Annex 1 to these minutes. After this, the Chairman closes the meeting and thanks all of participants for joining the Company's first AGM and expresses the hope to hold the next meeting with physical, rather than virtual participation.

InPost S.A. (Société anonyme)

Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 248669 Share capital 5.000.000 EUR

inpost.pl

AGM 2021 Inpost Q&A
Q1	InPost indicated that the acquisition of Mondial Relay will be immediately accretive to earnings and cash flow. When does InPost expect the transaction to be value accretive (i.e. ROIC > WACC)?
A1	We were delighted to announce the proposed acquisition of Mondial Relay, which provides multiple levers to create shareholder value. The proposed acquisition would transform our international growth strategy and is a major step to fulfil our ambition of becoming Europe's leading out-of-home automated solution for e-commerce. In FY 2020, Mondial Relay generated adjusted EBITDA of EUR 60 million with healthy cash conversion. As previously communicated, we have identified approximately EUR 100-150 million of incremental EBITDA enhancements over the medium term driven by commercial enhancements, network design and operational improvements Hence, we are confident that the expected value accretion from the proposed acquisition is going to become increasingly visible over the short and medium-term.
Q2	The Mondial Relay acquisition is financed with a 12 months bridge facility (with an extension option for an additional 12 months). Why didn't InPost opt for a permanent solution?
A2	We view the decision to finance the proposed acquisition with a committed 12-month bridge facility as a short-term measure, which we plan to ultimately replace through longer-term debt facilities. On 11 May 2021, we announced the establishment of a Polish bond program of up to PLN 1 billion with a tenor of 6 years to partially refinance the bridge facility.
Q3	What are the terms of this financing arrangement, i.e. financial covenants, interest rate, interest margin (in case of a margin grid) and covenant testing moments?
A3	The specific terms of the bridge facility have not been disclosed but are subject to certain conditions that are customary for this type of instrument. As we announced on May 11, 2021, we have established a Polish bond program of up to PLN 1 billion. The Bonds issued under the Programme may bear a floating or fixed interested rate with a maturity of up to 6 years. The final parameters of each series of Bonds will be determined in the book building process, subject to markets conditions and required corporate approvals.
Q4	We assume courier providers such as DPD, UPS or DHL deliver to Mondial Relay PUDO points. What share of Mondial Relay's revenues relies on deliveries by these parties? Does InPost believe these competitors will continue to deliver to Mondial Relay PUDO points?