Welcome

This web page is dedicated to informing shareholders about the public offer by IS Iris Lux Bidco S.à r.l. (the "Offeror") to acquire all shares with a nominal value of EUR 0.01 each (the "Shares" or "Share") in the capital of InPost S.A. (the "Company" or "InPost") at an offer price of EUR 15.60 (cum dividend) per Share (the "Offer" and, to the extent applicable, together with a squeeze-out proceeding, the Post-Closing Demerger and Liquidation (as defined below) and/or other post-closing measure contemplated in connection therewith after declaring the Offer unconditional, the "Transactions").

Shareholders can tender their Shares as of now

The offer price of EUR 15.60 (cum dividend) per Share (the "Offer Price") represents:

  • A premium of 50% to the closing price per Share on Euronext Amsterdam on 2 January 2026 (the "Undisturbed Reference Date");

  • A premium of 55% to the volume-weighted average closing price per Share for the one (1) month period prior to and including the Undisturbed Reference Date;

  • A premium of 53% to the volume-weighted average closing price per Share for the three (3) month period prior to and including the Undisturbed Reference Date;

  • A premium of 43% to the volume-weighted average closing price per Share for the six (6) month period prior to and including the Undisturbed Reference Date; and

  • A premium of 27% to the volume-weighted average closing price per Share for the twelve (12) month period prior to and including the Undisturbed Reference Date.

Shareholders are advised to contact their financial intermediary, who may set an earlier deadline, in order to communicate the acceptance of the Offer to ABN AMRO Bank N.V. (the "Settlement Agent") in a timely manner.

The non-conflicted members of each of the management board and the supervisory board of InPost (the "Boards") fully support the Transactions and unanimously recommend the shareholders to accept the Offer and vote in favour of the resolutions to be proposed at the extraordinary general meetings.

Important dates

Start of the offer period

26 May 2026

First Extraordinary General Meeting of Shareholders (Offer EGM)

29 June 2026

End of the offer period*

27 July 2026

Second Extraordinary General Meeting (Demerger EGM)**

As soon as possible after the Closing Date

* This date is conditional upon an extension of the offer period

** This date is conditional upon an extension of the offer period or post-acceptance period (if any)


 

Notice for shareholders

If you accept the proposed Offer, you can tender your Shares through your investment account at your custodian, bank or stockbroker during the offer period that starts at 09:00 hours CEST on 26 May 2026 and ends at 17:40 hours CEST on 27 July 2026, unless extended. Shareholders are advised to contact their financial intermediary, who may set an earlier deadline, in order to communicate the acceptances to the Settlement Agent in a timely manner.

The Offer Price of EUR 15.60 (cum dividend) in cash per Share offers a significant 50% premium to InPost's closing price per Share on the Undisturbed Reference Date. The Offer is unanimously supported by the non-conflicted members of the Boards.

The Offer Memorandum and Position Statement have been published on 22 May 2026 and can be found on InPost's website (https://inpost.eu/investors/consortiums-offer) and the Offeror's website (https://www.consortiuminpostoffer.com/).

In the Position Statement, the non-conflicted members of the Boards explain why they support the Offer and recommend the shareholders to accept it. The Offer Memorandum and Position Statement should be carefully read before making a decision to tender Shares under the Offer.

Two Extraordinary General Meetings of Shareholders will be held in the context of the Transactions. The first EGM (the "Offer EGM") will be held at 14:00 hours CEST on 29 June 2026 at the NH Hotel Luxembourg Airport, Luxembourg. At the Offer EGM, the Offer will be discussed, information concerning the Transaction will be provided and shareholders will be requested to vote on certain items in relation to the Transaction. The merger agreement between the Company and the Offeror dated 9 February 2026 (the "Merger Agreement") provides the Offeror the possibility, after completion of the Offer, to acquire 100% of the Shares or the Company’s assets, liabilities and operations, by (i) implementing the Post-Closing Demerger and Liquidation, (ii) a squeeze-out proceeding or (iii) another post-closing measure, all on the terms and subject to the conditions set forth in Section 6.14 of the Offer Memorandum and Section 6 of the Position Statement.

The Company will hold a second EGM (the "Demerger EGM") as soon as possible after the Closing Date, where the post-closing measures will be discussed and Shareholders may vote on the resolutions related to the Post-Closing Demerger and Liquidation (the "Demerger Resolutions").

By tendering its shares, each shareholder (i) grants a power of attorney and instruction to each of the Offeror and the Settlement Agent to vote in favour of the Demerger Resolutions at the Demerger EGM, and (ii) provides its express irrevocable consent to each admitted institution, and each of such shareholder’s custodian(s), bank(s) or stockbroker(s), as applicable, to share the name and address details of such shareholder, the number of shares such shareholder holds and any other relevant details with each of the Offeror and the Settlement Agent. Documents regarding EGM can be found on the website https://inpost.eu/investors/general-meetings.

Next steps: tender your Shares as of now

You can tender your Shares through your investment account at your custodian, bank or stockbroker during the offer period commencing at 09:00 hours CEST on 26 May 2026, expiring at 17:40 hours CEST on 27 July 2026, unless extended.

Tendering Shares ahead of the EGMs does not exclude a shareholder from the EGMs. You will remain the holder of those Shares until the settlement date. Delivery and settlement will only take place after the Offeror has declared the Offer unconditional.

Please note that custodians, banks or stockbrokers may set an earlier deadline for shareholders to communicate their tender or voting instructions, respectively, in order to communicate such instructions to the Settlement Agent in a timely manner.

Public offer conditions

The Offer is subject to certain customary conditions (the "Offer Conditions"), including an acceptance threshold and the Offer Conditions as set out in the Offer Memorandum.

If the Offeror obtains at least 95% of the capital carrying voting rights and 95% of the voting rights in the Company, it shall commence a squeeze-out proceeding as described in Section 6.14.4 of the Offer Memorandum.

If the Offeror obtains at least 80%, but less than 95% of the Shares, it intends to implement the Post-Closing Demerger and Liquidation as described in Section 6.14.5 of the Offer Memorandum.

Frequently asked questions

Answers to the frequently asked questions can be found on the website https://inpost.eu/investors/consortiums-offer in the FAQ section.

Disclaimer

This overview has been prepared for publication on InPost's website for the benefit of InPost's security holders. This overview is not exhaustive and does not contain all the information that might be of interest to the securityholders in order to form a well-informed opinion on the public offer. Reading this overview should not be considered an alternative to studying the complete Offer Memorandum. Securityholders are advised to carefully study the complete Offer Memorandum and, if necessary, to seek independent advice in order to be able to form a well-informed opinion about the public offer, as well as about the description of the public offer in this summary and in the Offer Memorandum.