Inpost S.A.

Capital/Financing Update • Jun 21, 2021

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"); (ii) 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 forwardlooking 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
Call period and redemption	NC2, 50% / 25% / par thereafter; 40% of nominal can be 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
Incurrence covenants	The Notes will contain customary covenants for this type of 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-home parcel player with diverse revenues, broad geographical footprint, and a reinforced growth profile operating across key European e-commerce markets. The target addressable market, and therefore runway for growth, for the combined Group, consist of the pan-European parcel delivery market and the Acquisition would accelerate its expansion and extend the Group's leadership position in the automated out-of-home delivery market. In addition, the Group believes that Mondial Relay's scaled logistics network, broad pan-European merchant 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-commerce delivery platform in France, Europe's third largest e-commerce market. At an estimated size of approximately €56 billion in 2020, the French e-commerce market is approximately five times the size of Poland's. The French ecommerce market also boasts one of the highest out-of-home penetration 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 €100-150 million 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-how could 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)

The following table sets out the reconciliation of Operating EBITDA and Adjusted EBITDA to net profit (loss) on a consolidated basis for the periods indicated.

			Twelve months
		Three months ended 31 March
	2021	2020	ended 31 March 2021
			(PLN millions, unless indicated otherwise)
Net profit (loss)	93.8	(11.8)	467.0
(Profit) / loss from discontinued operations	4.0	0.6	4.6
Profit (loss) from continuing operations	97.8	(11.2)	471.6
Income tax expense (benefit)	38.6	3.7	148.0
Profit (loss) before tax	136.4	(7.5)	619.6
Finance costs	20.0	73.6	110.9
Finance income	(11.9)	(4.5)	(7.5)
Profit from the sale of an organized part of the
enterprise	—	—	(1.9)
Operating profit (loss)	144.5	61.6	721.1
Depreciation and amortisation	118.7	73.8	401.0
Operating EBITDA	263.2	135.4	1,122.1
/ Revenue and other operating income	793.1	412.0	2,913.2
Operating EBITDA Margin	33.2%	32.9%	38.5%
MIP valuation	48.1	0.9	57.3
IPO and M&A costs	20.9	—	20.9
Adjusted EBITDA	332.2	136.3	1,200.3
/ Revenue and other operating income	793.1	412.0	2,913.2
Adjusted EBITDA Margin	41.9%	33.1%	41.2%
Operating EBITDA per geographic area
Poland	281.1	144.3	1,175.2
International	(17.9)	(8.9)	(53.1)
Total	263.2	135.4	1,122.1
Adjusted EBITDA per geographic area
Poland	350.1	145.2	1,253.4
International	(17.9)	(8.9)	(53.1)
Total	332.2	136.3	1,200.3

The following table sets out the reconciliation of Gross Profit, Gross Profit per geographic area and Gross Profit per segment to net profit (loss) on a consolidated basis for the periods indicated.

	Three months ended 31 March		Twelve months ended 31 March
	2021	2020	2021
	(PLN millions, unless indicated otherwise)
Net profit (loss)	93.8	(11.8)	467.0
(Profit) loss from discontinued operations	4.0	0.6	4.6
Profit (loss) from continuing operations	97.8	(11.2)	471.6
Income tax expense (benefit)	38.6	3.7	148.0
Profit (loss) before tax	136.4	(7.5)	619.6
Finance costs	20.0	73.6	110.9
Finance income	(11.9)	(4.5)	(7.5)
Profit from the sale of an organized part of the
enterprise	—	—	(1.9)
Operating profit (loss)	144.5	61.6	721.1
Depreciation and amortisation	118.7	73.8	401.0
Operating EBITDA	263.2	135.4	1,122.1
General costs	174.9	62.6	441.2
– Sales & Marketing	16.3	14.5	71.2
– Call Center	9.1	5.2	34.5
– IT Maintenance	7.9	4.0	26.1
– Other general costs	141.6	38.9	309.4
Gross Profit	438.1	198.0	1,563.3
/ Revenue and Other operating income	793.1	412.0	2,913.2
Gross Profit margin	55.2%	48.1%	53.7
Gross Profit per geographic area and segment
Poland	439.7	199.9	1,572.8
– APM segment	372.0	156.1	1,289.9
– To-door segment	56.5	37.2	217.6
– Other	11.3	6.8	66.6
– Inter-segment elimination	(0.1)	(0.2)	(1.3)
International	(1.6)	(1.9)	(9.5)
Total	438.1	198.0	1,563.3

The following table sets out the reconciliation of Net Working Capital of the Group and the Integer Group as of the dates indicated.

	As of
	31 March
	2021
	(PLN Million)
Other receivables (non-current)	3.0
Inventory	5.2
Trade and other receivables	383.8
Other assets (current)	11.5
Other liabilities (non-current)	—
Trade and other payables	(273.3)
Employee benefits and provisions (current)	(48.5)
Other liabilities (current)	(51.3)
Net Working Capital	30.4

The following table sets out the reconciliation of Free Cash Flow and Cash Conversion to net profit (loss) on a consolidated basis for the periods indicated

			Twelve
			months ended
	Three months ended 31 March		31 March
	2021	2020	2021
		(PLN millions, unless indicated otherwise)
Net profit (loss)	93.8	(11.8)	467.0
(Profit) loss from discontinued operations	4.0	0.6	4.6
Profit (loss) from continuing operations	97.8	(11.2)	471.6
Income tax expense (benefit)	38.6	3.7	148.0
Profit (loss) before tax	136.4	(7.5)	619.6
Profit from the sale of an organized part of
the enterprise	—	—	(1.9)
Finance costs	20.0	73.6	110.9
Finance income	(11.9)	(4.5)	(7.5)
Operating profit (loss)	144.5	61.6	721.1
Depreciation and amortisation	118.7	73.8	401.0
Operating EBITDA	263.2	135.4	1,122.1
MIP valuation	48.1	0.9	57.3
IPO and M&A costs	20.9	—	20.9
Adjusted EBITDA	332.2	136.3	1,200.3
Changes in Working Capital	(9.7)	8.0	(95.7)
Free Cash Flow From Operations	322.5	144.3	1,104.6
Maintenance Capex Poland	3.5	1.0	20.4
Free cash flow before Poland expansion capex	319.0	143.3	1,084.2
APM Development Capex Poland	82.4	72.1	386.5
Operational Development Capex Poland	51.9	19.4	145.4
Free cash flow before international capex	184.7	51.8	552.3
International Capex	20.9	2.0	48.4
Free Cash Flow	163.9	49.8	504.0
/ Adjusted EBITDA	332.2	136.3	1,200.3
Cash Conversion	49.3%	36.5%	42.0%

The following table sets out the reconciliation of Net Leverage to line items from the statement of financial position of the Group and the Integer Group as of the dates indicated.

	As of and for the
	twelve months ended
	31 March
	2021
Non-current liabilities	(PLN millions, unless
	indicated otherwise)
Loans and borrowings	1,983.3
Other financial liabilities	326.5
Current liabilities
Loans and borrowings	135.7
Other financial liabilities	233.2
Total debt	2,678.7
Cash and cash equivalents	(286.8)
Net Financial Debt	2,391.9
/ Adjusted EBITDA	1,200.3
Net Leverage	2.0x

(1) Operating EBITDA for a period is defined as net profit (loss) adjusted for profit (loss) from discontinued operations, income tax expense (benefit), profit on sales of organised part of an enterprise, share of profits of equity-accounted investees, finance costs, finance income and depreciation and amortisation for that period, no adjustments are made to Operating EBITDA for unusual or non-recurring item. Operating EBITDA Margin for a period is defined as Operating EBITDA for that period as a percentage of revenue and other operating income for that period.

Adjusted EBITDA for a period is defined as Operating EBITDA further adjusted to exclude MIP expense and transaction costs (representing costs relating to IPO and M&A transactions).

Adjusted EBITDA Margin for a period is defined as Adjusted EBITDA for that period as a percentage of revenue and other operating income for that period.

• (2) Gross Profit for a period is defined as net profit (loss) for the period adjusted for profit (loss) from discontinued operations, income tax expense (benefit), profit on sale of an organised part of the enterprise, finance costs finance income, depreciation and amortisation and general costs for that period. Gross Profit Margin for a period is defined as Gross Profit for that period as a percentage of revenue and other operating income for that period.
• (3) Net Working Capital is defined as the sum of inventories, trade and other receivables, other current assets and non-current other receivables minus trade and other payables, employee benefits and provisions (current), other liabilities (current and non-current liabilities).
• (4) Capital Expenditure is defined as purchases of property, plant, equipment and purchases of intangible assets as well as the cost of internal resources (mostly labour) spent to create such tangible or intangible assets as presented in the consolidated statement of cash flows.
• (5) Free Cash Flow is defined as Adjusted EBITDA, further adjusted for Changes in Working Capital, Maintenance Capex Poland, APM Development Capex Poland, Operational Development Capex Poland and International Capex. Free Cash Flow From Operations is defined as Adjusted EBITDA, further adjusted for Changes in Working Capital. Cash Conversion is defined as Free Cash Flow divided by Adjusted EBITDA.
• (6) Revenue per APM Parcel in Poland for a period is defined as the revenue generated via the Group's APM segment in Poland divided by APM parcel volume for that period.

• (7) Revenue per To-Door Parcel in Poland for a period is defined as the revenue generated via Integer Group's to-door segment in Poland divided by the number of parcels handled via Integer Group's todoor segment in Poland for that period.
• (8) Direct Cost per Parcel in Poland for a period is defined as direct costs divided by the number of parcels handled in Integer Group's APM and to-door segment in Poland for that period.
• (9) General Costs per Parcel in Poland for a period is defined as general costs divided by the number of parcels handled in Integer Group's APM and to-door segment in Poland for that period.
• (10) Gross Profit per Parcel in Poland for a period is defined as Gross Profit for Integer Group's APM and to-door segment in Poland divided by the number of parcels handled in Integer Group's APM and todoor segment in Poland for that period.
• (11) Net Leverage for a period is defined as the sum of loans and borrowings and other financial liabilities minus cash and cash equivalents ("Net Financial Debt") divided by Adjusted EBITDA.
• (12) Maintenance Capex Poland is defined as purchases of property, plant and equipment for the Polish market in order to replace existing IT or logistics equipment or add new IT or logistics equipment for existing branches or sorting departments. It includes also purchases of property, plant and equipment for the Group's APM production factory.
• (13) APM Development Capex Poland is defined as purchases of property, plant and equipment for the Polish market relating to the roll-out of new APMs and the expansion of APMs at existing locations in Poland.
• (14) Operational Development Capex Poland is defined as purchases of property, plant, equipment and purchases of intangible assets for the Polish market in relation to the operational development of the Integer Group such as investments in sorting lines, equipment and IT in Poland.
• (15) International Capex is defined as purchases of property, plant, equipment and purchases of intangible assets on other markets than in Poland i.e. UK and Italy.
• (16) Changes in Working Capital is defined as the line item 'changes in working capital' presented in the consolidated statement of cash flows of the Group and the Integer Group as of the dates indicated.

Certain Geographical Information

The following table sets forth certain key metrics per geographic area for the periods indicated.

				Three months ended
	Year ended 31 December		31 March
	2020	2019	2018	2021	2020
	(PLN millions)
Revenue and other operating income(1)
Poland	2,514.3	1,235.6	729.2	782.0	410.0
International	17.7	7.0	7.7	11.1	2.0
Total	2,532.1	1,242.6	736.8	793.1	412.0

(1) Revenue and other operating income are combined on a segment level in order to be able to reconcile to operating profit on a segment level by deducting all costs.

Summary Unaudited Pro Forma Combined Financial Information and As Adjusted Data of the Group

The following unaudited pro forma combined condensed income statement information of the Group for the twelve months ended 31 March 2021 has been prepared by giving effect to the Transactions as if they had occurred on 1 April 2020. The following unaudited pro forma combined condensed statement of financial position as of 31 March 2021 has been prepared by giving effect to the Transactions as if they had occurred on that date. See "Unaudited Pro Forma Combined Financial Information" for further details.

The unaudited pro forma adjustments are based on available information and certain assumptions that the Group believes are reasonable and are factually supportable. The Unaudited Pro Forma Combined Financial Information is provided for informational purposes only and has not been prepared, and shall not be construed as prepared, in accordance with Article 11 of Regulation S-X under the US Securities Act, the Prospectus Regulation or any generally accepted accounting standards. In addition, the Unaudited Pro Forma Combined Financial Information does not purport to represent what the Group's financial position or results of operations would have actually been if the Transactions had been completed on the dates indicated nor does it purport to represent the Group's results of operations for any future period or the Group's financial condition at any future date. The Unaudited Pro Forma Combined Financial Information and the notes thereto are based, in part, on the assumption that the Notes offered hereby will be issued at par and will yield gross cash proceeds of €390 million.

The Unaudited Pro Forma Combined Financial Information has been derived from and should be read in conjunction with information included in "The Transactions," "Use of Proceeds," "Selected Consolidated Financial Information of the Group and the Integer Group," "Selected Consolidated Financial Information of Mondial Relay," "Operating and Financial Review of the Group and the Integer Group," "Business of Mondial Relay" and the historical financial statements of the Group, the Integer Group and Mondial Relay, included elsewhere in this Information Release.

	Pro Forma
	Financial
	Information
	(PLN millions)
Revenue (Net Sales)	4,704.8
Other operating income	24.5
Depreciation and amortisation	465.0
Raw materials and consumables	70.6
External services	2,656.1
Taxes and charges	7.7
Payroll	420.2
Social security and other benefits	95.1
Other expenses	16.1
Costs of goods and materials sold	11.4
Other operating expenses	73.9
Total operating expenses	3,815.9
Operating profit (loss)	913.3
Finance income	8.1
Finance costs	193.0
Profit from the sale of an organized part of the enterprise	10.4
Profit (loss) before tax	738.9
Income tax expense	222.8
Profit (loss) from continuing operations	516.1
Profit (loss) from discontinued operations	(4.6)
Net profit (loss)	511.5

Unaudited Pro Forma Combined Income Statement for the twelve months ended 31 March 2021

	Pro Forma
	Financial
	Information
	(PLN millions)
Assets	5,778.1
Non-current assets	4,440.6
Intangible assets	2,202.8
Property, plant and equipment	2,020.7
Other receivables	3.0
Deferred tax assets	133.3
Other assets	80.9
Current assets	1,337.5
Inventory	5.2
Trade and other receivables	990.0
Income tax asset	0.5
Other assets	37.7
Cash and cash equivalents	304.0
Total assets	5,778.1
Equity and liabilities	5,778.1
Equity
Equity attributable to owners of the parent company	(465.6)
Share capital	22.7
Share premium	35,122.4
Retained earnings / (accumulated losses)	(12.5)
Reserves	(35,598.2)
Non-controlling interests	—
Non-controlling interests	—
Total equity	(465.6)
Liabilities
Loans and borrowings	4,557.1
Employee benefits and provisions	3.8
Government grants	11.7
Deferred tax liability	38.0
Other financial liabilities	481.5
Total non-current liabilities	5,092.0
Trade and other payables	623.9
Loans and borrowings	18.9
Government grants	1.5
Current tax liabilities	36.6
Employee benefits and provisions	99.5
Other financial liabilities	268.4
Other liabilities	102.3
Total current liabilities	1,151.7
Total liabilities	6,243.7

Unaudited Pro Forma Combined Statement of Financial Position as of 31 March 2021

As Adjusted Financial Data

The below adjusted financial data for the Group is based on the unaudited consolidated financial information of the Group as of or for the twelve months ended 31 March 2021, as adjusted to give effect to the Transactions, as if they had occurred as of 31 March 2021, in the case of statement of financial position data, or as of 1 April 2020, in the case of income statement data. The as adjusted financial data has not been prepared in accordance with the requirements of Regulation S-X of the U.S. Securities Act, the Prospectus Regulation or any generally accepted accounting standards. Neither the assumptions underlying the pro forma adjustments nor the resulting as adjusted financial data have been audited or reviewed in accordance with any generally accepted auditing standards.

	As of and for
	the twelve
	months ended
	31 March
	2021
	(PLN millions,
	other than
	ratios)
Pro Forma Adjusted EBITDA(1)	1,516.7
Adjusted cash and cash equivalents(2)	304.0
Pro forma net financial debt(3)	5,021.8
Pro Forma Net Leverage	3.3x

The following table sets out the reconciliation of Pro Forma Adjusted EBITDA to pro forma net profit for the twelve months ended 31 March 2021.

	Pro Forma
	Twelve
	months ended 31 March
	2021
	(PLN millions)
Net profit	511.5
(Profit)/Loss from discontinued operations	4.6
Profit from continuing operations	516.1
Income tax expense (benefit)	222.8
Profit before tax	738.9
Profit from the sale of an organized part of the enterprise	(10.4)
Finance costs	193.0
Finance income	(8.1)
Operating profit	913.3
Depreciation and amortisation	465.0
Operating EBITDA	1,378.4
MIP Valuation	57.3
IPO and M&A costs	81.0
Pro Forma Adjusted EBITDA	1,516.7

• (1) In this Information Release, Pro Forma Adjusted EBITDA for the twelve months ended 31 March 2021 is presented as an additional measure of the operating performance to provide an indicative illustration of how the Acquisition would have contributed to the Group's results of operations had it occurred on 1 April 2020. The presentation of Pro Forma Adjusted EBITDA is based upon a number of significant assumptions and estimates, which the Group believes are reasonable. There can be no assurance, however, that the Group will successfully integrate Mondial Relay in the Group or that such estimates and assumptions (some of which are forward-looking in nature) are or will prove accurate in all material respects. The Pro Forma Adjusted EBITDA information presented in this Information Release is for informational purposes only and is inherently subject to risks and uncertainties. It may not give an accurate or complete picture of the Group's results of operations for the twelve month period ended 31 March 2021 as if the Acquisition had occurred on 1 April 2020, and may not be comparable to the consolidated financial statements or other financial information of the Group or the Target included elsewhere in this Information Release. In addition, Pro Forma Adjusted EBITDA does not purport to indicate the Group's future consolidated results of operations. The Group's actual results may differ significantly from those reflected in the Pro Forma Adjusted EBITDA information. See "Presentation of Financial and Other Information – Non-IFRS Financial Measures."
• (2) Adjusted cash and cash equivalents represents total cash and cash equivalents, as adjusted to give effect to the Transactions as if they had occurred on 31 March 2021. See "Use of Proceeds" and "Capitalisation."
• (3) Pro forma net financial debt is defined as the sum of loans and borrowings and other financial liabilities minus cash and cash equivalents, as adjusted to give effect of the Transactions. See also "Unaudited Pro Forma Combined Financial Information"

Results of Operations of the Group and the Integer Group for the Three Months Ended 31 March 2021 and 2020

The following discussion sets out the financial performance and certain operating results of the Group on the basis of its unaudited interim condensed consolidated financial information for the three months ended 31 March 2021 and 2020.

Revenue and other operating income

Revenue and other operating income increased by PLN 381.2 million, or 92.5%, to PLN 793.1 million for the three months ended 31 March 2021, from PLN 412.0 million for the three months ended 31 March 2020. The increase was driven by strong growth in Poland and, to a lesser extent, growth in the International segment.

Revenue and other operating income per segment

	Three months ended
	31 March
	2021	2020
	(PLN millions)
Revenue and other operating income(1)
Poland	782.0	410.0
– APM segment	588.4	278.9
– To-door segment	174.4	123.9
– Other(2)	19.8	7.9
– Inter-segment elimination(3)	(0.6)	(0.7)
International	11.1	2.0
Total	793.1	412.0

• (1) Revenue and other operating income are combined on a segment level in order to be able to reconcile to operating profit on a segment level by deducting all costs.
• (2) Other consists mainly of APM production & sale (to third parties) and marketing and IT services (intercompany and to third parties).
• (3) Transactions between segments are eliminated upon consolidation and reflected in the 'inter-segment elimination' row.

APM segment: Revenue and other operating income for the APM segment increased by PLN 309.5 million, or 111.0%, to PLN 588.4 million for the three months ended 31 March 2021, from PLN 278.9 million for the three months ended 31 March 2020. This increase in revenue was mainly driven by a 114% increase in parcel volumes in the APM segment on the back of an acceleration of e-commerce penetration in Poland as a result of the COVID-19 pandemic, the increase in APM network size and density, the Group's unique consumer experience, as well as the increasing popularity of APMs as the preferred delivery method for consumers, with 89% of Polish shoppers choosing the Group's APMs as their preferred delivery method according to a survey conducted in April 2021. This increase in revenue was partially offset by a minor decline in average price per parcel.

To-door segment: Revenue and other operating income for the to-door segment increased by PLN 50.5 million, or 40.8%, to PLN 174.4 million for the three months ended 31 March 2021, from PLN 123.9 million for the three months ended 31 March 2020. This increase was driven by a 44% to-door parcel volume growth, partially offset by a minor decline in average price per parcel.

International: Revenue and other operating income for the international segment increased by PLN 9.1 million, or 455.0%, to PLN 11.1 million for the three months ended 31 March 2021, from PLN 2.0 million for the three months ended 31 March 2020. This increase was mainly driven by the ongoing expansion of the Company's merchant base, as well as the increase in APM network coverage.

Depreciation and amortisation

Depreciation and amortisation increased by PLN 44.9 million, or 60.8%, to PLN 118.7 million for the three months ended 31 March 2021, from PLN 73.8 million for the three months ended 31 March 2020. This increase was primarily the result of the expansion of Integer Group's APM network and the related increase in the number of APMs and parcel lockers, resulting in an increase in the value of Integer Group's APM network on its statement of financial position, as well as increases in operating equipment and sorting machines as a result of opening new branches to handle parcel volume growth.

Raw materials and consumables

Raw materials and consumables increased by PLN 1.2 million, or 11.9%, to PLN 11.3 million for the three months ended 31 March 2021, from PLN 10.1 million for the three months ended 31 March 2020.

External services

External services increased by PLN 162.1 million, or 77.1%, to PLN 372.4 million for the three months ended 31 March 2021, from PLN 210.3 million for the three months ended 31 March 2020. This increase was mainly driven by an increased use of external parcel delivery services to handle higher parcel volumes in Integer Group's APM and to-door segments. However, the percentage increase in external costs was lower than the overall increase in parcel volumes as a result of a continued shift from to-door delivery to APM delivery which has lower costs per parcel compared to to-door delivery. Additionally, the Group achieved cost reductions as a result of operating efficiencies such as the further automating of its sorting hubs and branches.

As a percentage of revenue, external services costs declined from 51.4% in the three months ended 31 March 2020 to 47.2% in the three months ended 31 March 2021.

Taxes and charges

Taxes and charges remained relatively stable between the three months ended 31 March 2021 and the three months ended 31 March 2020. The decrease was PLN 0.2 million, or 28.6%, to PLN 0.5 million for the three months ended 31 March 2021, from PLN 0.7 million for the three months ended 31 March 2020.

Payroll

Payroll increased by PLN 75.8 million, or 194.9%, to PLN 114.7 million for the three months ended 31 March 2021, from PLN 38.9 million for the three months ended 31 March 2020. This increase was primarily driven by an increase in the number of employees to support the growth of the Group's business and MIP costs driven by the vesting of certain MIP shares upon completion of the IPO.

Social security and other benefits

Social security and other benefits increased by PLN 6.2 million, or 62.6%, to PLN 16.1 million for the three months ended 31 March 2021, from PLN 9.9 million for the three months ended 31 March 2020.

Other expenses

Other expenses increased by PLN 6.1 million, or 164.9%, to PLN 9.8 million for the three months ended 31 March 2021, from PLN 3.7 million for the three months ended 31 March 2020. This increase was driven by higher insurance premiums which are paid in relation to parcel volumes and number of couriers.

Costs of goods and materials sold

Costs of goods and materials sold remained relatively stable with an increase of PLN 1.2 million, or 63.2%, to PLN 3.1 million for the three months ended 31 March 2021, from PLN 1.9 million for the three months ended 31 March 2020.

Other operating expenses

Other operating expenses decreased by PLN 2.2 million, or 71.0%, to PLN 0.9 million for the three months ended 31 March 2021, from PLN 3.1 million for the three months ended 31 March 2020.

Impairment (gain) loss on trade and other receivables

Net impairment gain on trade and other receivables increased by PLN 3.1 million compared to a gain of PLN 1.1 million for the three months ended 31 March 2021, from a loss of PLN 2.0 million for the three months ended 31 March 2020.

Total operating expenses

Total operating expenses increased by PLN 298.2 million, or 85.1%, to PLN 648.6 million for the three months ended 31 March 2021, from PLN 350.4 million for the three months ended 31 March 2020. This increase was primarily the result of the growth of the Group's business, which led to increases in external services and payroll costs, as described above.

Operating profit

As a result of the foregoing factors, operating profit increased by PLN 82.9 million, or 134.6%, to PLN 144.5 million for the three months ended 31 March 2021, from PLN 61.6 million for the three months ended 31 March 2020.

Gross Profit

Gross Profit increased by PLN 240.1 million, or 121.2%, to PLN 438.1 million for the three months ended 31 March 2021, from PLN 198.0 million for the three months ended 31 March 2020.

Gross Profit per segment

	Three months ended 31 March
	2021	2020
	(PLN millions)
Gross Profit
Poland	439.7	199.9
– APM segment	372.0	156.1
– To-door segment	56.5	37.2
– Other(1)	11.3	6.8
– Inter-segment elimination(2)	(0.1)	(0.2)
International	(1.6)	(1.9)
Total	438.1	198.0

(1) Other consists mainly of APM production & sale (to third parties) and marketing and IT services (intercompany and to third parties).

(2) Transactions between segments are eliminated upon consolidation and reflected in the 'inter-segment elimination' row.

APM segment: Gross Profit for the APM segment increased by PLN 215.9 million, or 138.3%, to PLN 372.0 million for the three months ended 31 March 2021, from PLN 156.1million for the three months ended 31 March 2020. This increase was primarily driven by a 114% parcel volume growth in this segment. As a result of increased parcel volumes, the Group achieved lower costs per parcel as a result of the benefits from operating leverage such as higher efficiency by the increased automation at its sorting hubs and branches.

To-door segment: Gross Profit for the to-door segment increased by PLN 19.3 million, or 51.9%, to PLN 56.5 million for the three months ended 31 March 2021, from PLN 37.2 million for the three months ended 31 March 2020. This increase was primarily driven by a 44% parcel volume growth in this segment. As a result of increased parcel volumes, the Group achieved lower costs per parcel driven by higher efficiency in its logistics network such as increased courier efficiency (i.e. couriers increasing their daily parcel shipping capacity), and at its depots by the increased automation at its sorting hubs and branches.

International: Gross Profit for the international segment increased by PLN 0.3 million, or 15.8%, to a loss of PLN 1.6 million for the three months ended 31 March 2021, from a loss of PLN 1.9 million for the three months ended 31 March 2020.

Finance income

Finance income increased by PLN 7.4 million, or 164.4%, to PLN 11.9 million for the three months ended 31 March 2021, from PLN 4.5 million for the three months ended 31 March 2020. This increase was mainly the result of foreign exchange gains.

Finance costs

Finance costs decreased by PLN 53.6 million, or 72.8%, to PLN 20.0 million for the three months ended 31 March 2021, from PLN 73.6 million for the three months ended 31 March 2020. This increase was mainly the result of lower foreign exchange losses and interest expense.

Profit before tax

Profit before tax increased by PLN 143.9 million, or 1,918.7%, to PLN 136.4 million for the three months ended 31 March 2021, from a loss before tax of PLN 7.5 million for the three months ended 31 March 2020, as a result of the factors described above.

Income tax expense (benefit)

Income tax expense increased by PLN 34.9 million to PLN 38.6 million for the three months ended 31 March 2021, from PLN 3.7 million for the three months ended 31 March 2020. This change was primarily the result of the growth of the Group's business, which led to higher taxable profits.

Profit from continuing operations

Profit from continuing operations increased by PLN 109 million to PLN 97.8 million for the three months ended 31 March 2021, from a loss of PLN 11.2 million for the three months ended 31 March 2020, as a result of the factors described above.

Net profit

Net profit increased by PLN 105.6 million to PLN 93.8 million for the three months ended 31 March 2021, from a net loss of PLN 11.8 million for the three months ended 31 March 2020, as a result of the factors described above.

Operating EBITDA

Operating EBITDA increased by PLN 127.8 million, or 94.4%, to PLN 263.2 million for the three months ended 31 March 2021, from PLN 135.4 million for the three months ended 31 March 2020, primarily as a result of an increase in revenue, which was partially offset by an increase in operating costs, as described above.

Operating EBITDA Margin

Operating EBITDA Margin increased by 0.3 percentage points to 33.2% for the three months ended 31 March 2021, from 32.9% for the three months ended 31 March 2020. This increase was partially driven by an increase in the share of the APM segment revenue of the Group's total revenue since the Group incurs lower logistics costs per parcel in the APM segment compared to the to-door segment. In addition, the Group benefitted from operating leverage as general costs decreased as a percentage of revenue on the back of parcel volume growth across the segments.

Operating EBITDA per geographical area

Poland: Operating EBITDA in Poland increased by PLN 136.8 million, or 94.8%, to PLN 281.1 million for the three months ended 31 March 2021, from PLN 144.3 million for the three months ended 31 March 2020. This increase was primarily the result of the revenue growth in Integer Group's APM and to-door segment, partially offset by an increase in general costs to support the further growth and development of its business.

International: Operating EBITDA for the international segment decreased by PLN 9 million, or 101.1%, to a negative Operating EBITDA of PLN 17.9 million for the three months ended 31 March 2021, from a negative Operating EBITDA PLN 8.9 million for the three months ended 31 March 2020. Although revenue in the international segment increased, the increase was more than offset by higher logistic costs per parcel as a result of a new contract with one of the Group's international courier partners. However, these higher logistic costs will decline if parcel volumes increase, as this new agreement contains an arrangement that lowers the price per parcel when higher parcel volumes are purchased by the Integer Group

Summary Financial Information and Other Data of Mondial Relay

The following tables set forth summary financial information of Mondial Relay as of the dates and for the periods indicated. This section contains certain summary financial information of Mondial Relay as of and for the years ended 28 February 2021 and 29 February 2020, which has been derived from the Mondial Relay Financial Statements included elsewhere in this Information Release, and should be read in conjunction with the financial statements included in this Information Release and in conjunction with the section "Business of Mondial Relay – Operating and Financial Review." For a detailed discussion of the presentation of financial data, see "Presentation of Financial and Other Information."

Income Statement Data

	Year ended
	28	29
	February	February
	2021	2020
	(€ millions)
Sales of merchandise and goods
Sales of goods	0.0	0.1
Sales of services	403.5	374.5
Net Sales	403.6	374.6
Reversals of depreciation, amortisation and provisions, and expense transfers	3.9	2.3
Other income	1.8	1.3
Total operating income	409.3	378.2
Purchases of raw materials and other supplies (including customs duties)	5.8	6.4
Other external purchases and expenses	293.2	273.3
Tax, levies and similar payments	3.1	2.4
Wages and salaries	30.5	28.4
Social security contributions	9.5	9.1
Depreciation and amortisation	5.2	3.6
Provisions for current assets	0.1	0.3
Provisions for contingencies and liabilities	3.1	0.2
Other expenses	4.5	4.9
Total operating provisions	355.0	328.6
Operating income	54.3	49.6
Other interest and similar income	0.1	0.4
Total financial income	0.1	0.4
Accrued interest and related expenses	0.0	0.0
Total financial expense	0.0	0.0
Net financial income	0.1	0.4
Pre-tax income from recurring operations	54.4	50.0
Non recurring income from operating activities	0.1	0.0
Non recurring income from investing activities	2.0	0.0
Reversals of provisions and expense transfers	0.9	1.0
Total non-recurring income	2.9	1.1
Non recurring expenses from operating activities	0.0	0.2
Non recurring expenses from investing activities	0.0	0.1
Non-recurring amortisation and depreciation provisions	1.5	5.6
Total non-recurring expense	1.6	5.8
Non-recurring income (expense)	1.4	(4.8)
Employee profit sharing	3.4	3.1
Corporate income tax	16.0	14.2
Total income	412.3	379.6
Total expense	375.9	351.7
Profit	36.4	28.0

Balance Sheet Data

	As of
	28	29
	February	February
	2021	2020
	(€ millions)
Technical plant, equipment and industrial tooling	19.1	18.2
Other property, plant and equipment	8.7	7.7
Trade and related receivables	75.8	62.4
Other receivables	62.3	20.3
Cash	0.7	0.7
Total assets	182.3	119.8
Total shareholders' equity	78.2	41.7
Trade and related payables	70.2	47.5
Tax and payroll-related payables	21.8	13.1
Total liabilities	98.2	74.5

Other Financial and Operating Data

	Year ended
	28	29
	February	February
	2021	2020
	(€ millions, unless
	indicated otherwise)
Mondial Relay EBITDA(1)	59.5	53.1
Mondial Relay Adjusted EBITDA(2)	61.9	53.1
Mondial Relay EBITDA margin(1)	14.7%	14.2%
Mondial Relay Adjusted EBITDA Margin(2)	15.3%	14.2%
Mondial Relay Adjusted EBITDA (incl. pro forma effect of the Group's
policies application)(3)	70.5	n/a
Mondial Relay Adjusted EBITDA margin (incl. pro forma effect of the
Group's policies application)	17.5%	n/a

The following table sets out the reconciliation of Mondial Relay EBITDA, Mondial Relay Adjusted EBITDA and Mondial Relay Adjusted EBITDA (incl. pro forma effect of the Group's policies application) to net profit for the periods indicated.

	Year ended
	28	29
	February	February
	2021	2020
	(€ millions, unless
	indicated otherwise)
Net profit	36.4	28.0
Income tax expense	16.0	14.2
Employee profit-sharing	3.4	3.1
Non-recurring expense (income)	(1.4)	4.8
Net financial expense (income)	(0.1)	(0.4)
Operating income	54.3	49.6
Depreciation and amortisation	5.2	3.6
Mondial Relay EBITDA	59.5	53.1
M&A costs	2.4	—
Mondial Relay Adjusted EBITDA	61.9	53.1
Effect of aligning Mondial Relay to Group's presentation and accounting
policies	8.7	n/a
Mondial Relay Adjusted EBITDA (incl. pro forma effect of the Group's
policies application)	70.5	n/a
Mondial Relay EBITDA	59.5	53.1
/ Net sales	403.6	374.6
Mondial Relay EBITDA margin	14.7%	14.2%
Mondial Relay Adjusted EBITDA	61.9	53.1
/ Net sales	403.6	374.6
Mondial Relay Adjusted EBITDA margin	15.3%	14.2%
Mondial Relay Adjusted EBITDA (incl. pro forma effect of the Group's
policies application)	70.5	n/a
/ Net sales (incl. pro forma effect of the Group's policies application)	402.8	n/a
Mondial Relay Adjusted EBITDA margin (incl. pro forma effect of the
Group's policies application)	17. 5%	n/a

• (1) Mondial Relay EBITDA for a period is defined as net profit adjusted for income tax expense, employee profit-sharing, non-recurring expense (income), net financial expense (income) and depreciation and amortisation. Mondial Relay's EBITDA margin for a period is defined as Mondial Relay EBITDA for that period as a percentage of net sales for that period. Both Mondial Relay EBITDA and Mondial Relay EBITDA margin have been calculated based on financial information derived from the Mondial Relay Financial Statements.
• (2) Mondial Relay Adjusted EBITDA represents Mondial Relay EBITDA further adjusted to exclude M&A transaction costs which the management considers as non-recurring. Mondial Relay Adjusted EBITDA margin for a period is defined as Mondial Relay Adjusted EBITDA for that period as a percentage of net sales for that period. Both Mondial Relay Adjusted EBITDA and Mondial Relay Adjusted EBITDA margin have been calculated based on financial information derived from the Mondial Relay Financial Statements.

(3) the Mondial Relay Adjusted EBITDA after giving effect to a pro forma adjustment aligning Mondial Relay's financial data to the Group's presentation and to the Group's accounting policies, i.e. IFRS. Mondial Relay Adjusted EBITDA (incl. pro forma effect of the Group's policies application) is prepared for illustrative purposes only and represents the Group's management estimate - Mondial Relay financial statements have never been prepared in accordance with IFRS. Consequently, Mondial Relay Adjusted EBITDA (incl. pro forma effect of the Group's policies application) may not reflect what the actual financial condition or results of operations of Mondial Relay would have been had Mondial Relay adopted IFRS at the beginning of the period presented. Mondial Relay Adjusted EBITDA margin (incl. pro forma effect of the Group's policies application) for a period is defined as Mondial Relay Adjusted EBITDA (incl. pro forma effect of the Group's policies application) for that period as a percentage of net sales (incl. pro forma effect of the Group's policies application).

Business of Mondial Relay

Overview

Mondial Relay was formed in 1997 and is a leading player in the European delivery market, providing delivery services through parcel shops, drive and home delivery.

Mondial Relay has a strong, nation-wide footprint in France operating the second largest Pick-up Dropoff ("PUDO") network comprising 24 depots, 4 hubs and around 11,000 PUDO points as of 28 February 2021. This network makes Mondial Relay the largest independent PUDO player by volume in France, serving a vast customer base of approximately 80,000 merchants. It also has operations in Spain, Belgium, the Netherlands and Portugal. As of 28 February 2021, Mondial Relay's network comprised approximately 15,800 PUDO points across France, the Benelux area and Iberia, and serviced approximately 139.4 million parcels for the financial year ended 28 February 2021.

Mondial Relay is active in key segments of the parcel delivery market and focuses its expertise on the following delivery channels:

• PUDO, which allows consumers to pick up the parcels from a pick up or drop off parcel shop; and
• To-door channel, which comprises the home delivery channel and consists of traditional courier services where parcels are directly delivered to the address of the consumer, either directly through Mondial Relay or through a separate courier service.

For the financial year ended 28 February 2021, Mondial Relay generated total operating income of €409.3 million, Adjusted EBITDA of €61.9 million and Adjusted EBITDA margin of 15.3%. For the financial year ended 28 February 2021, Mondial Relay generated Adjusted EBITDA (including the pro forma effect of the application of the Group's accounting policies) of €70.5 million and Adjusted EBITDA margin (including the pro forma effect of the application of the Group's accounting policies) of 17.5%.

The following charts set forth the net sales of Mondial Relay for the financial year ended 28 February 2021, split by business segments:

Business Operations

Mondial Relay offers a suite of parcel delivery and fulfilment services primarily to e-commerce merchants for the delivery of goods sold in businesses-to-consumers (B2C) transactions, but also increasingly with respect to consumer-to-consumer (C2C) deliveries. In France, the historical mix of C2C and B2C sales has recently evolved towards a higher share of C2C sales, primarily as a result of the growth relating to C2C sales by Vinted and other C2C participants, including eBay, Rakuten and LebonCoin. For the year ended 28 February 2021, three of Mondial Relay's top five customers (based on net sales) were C2C customers.

Mondial Relay benefits from a broad PUDO network that ensures maximum coverage of online retailer customers and allows Mondial Relay to offer competitive prices, which in turns strengthens its competitive position. Mondial Relay has established an asset light business model where no parcel shops are owned and primary logistics operations are outsourced. For the financial year ended 28 February 2021, its PUDO network covered approximately 75% of population in France, including 98% of the urban areas (based on a catchment area of 1.2 kilometers in urban areas, 2.6 kilometers in suburban areas and 4.3 kilometers in rural areas).

Geographical Coverage

Mondial Relay's operations are primarily located across France. Operations are managed through a single French entity that operates though branches in Spain (established in 2007), Belgium (established in 2008), Netherlands (established in 2019) and Portugal (established in 2020).

The following chart sets forth key details of Mondial Relay's geographical coverage.

Mondial Relay's activities and its broad national coverage in France have been developed around key local strongholds with a decentralized operational structure. The following chart sets forth the breadth of Mondial Relay's geographical coverage in France, based on the percentage of population covered (based on a catchment area of 1.2 kilometers in urban areas, 2.6 kilometers in suburban areas and 4.3 kilometers in rural areas).

Outside of France, Mondial Relay operates a network of 4,770 PUDO points across Benelux and Iberia as of 28 February 2021, including 2,900 and 1,870 PUDO points in the Benelux and Iberia regions, respectively, which are completely integrated within its broader France network. Mondial Relay's distribution model also comprises 30 depots across France, Benelux and Iberia, 4 hubs in France and 2 hubs across each of the Benelux and Iberia regions.

Industry Overview

The Group believes that Mondial Relay is well positioned to capture expected growth in France, one of Europe's largest and most attractive e-commerce markets. The e-commerce market in France, which is Europe's third largest market, had an estimated size of approximately €56 billion in 2020 (around five times the size of the Polish e-commerce market) and is expected to grow to approximately €72 billion in 2024.

The French e-commerce market benefits from one of the highest out-of-home penetration rates in Europe, estimated to be approximately 16%, excluding food and drink.

PUDO delivery is the second largest delivery channel in France after home delivery, with an estimated 35-40% market share based on parcel volume. It is the fastest growing part of the parcel delivery market in France, growing at a rate of approximately 11% per annum in volume terms since 2014 (compared to a 1% growth in home delivery per annum, excluding Amazon, during the same period) as consumers' preference has shifted to more cost effective and convenient delivery methods and parcel service providers have expanded their PUDO networks. PUDO delivery is also expected to increase its market share (with B2C PUDO deliveries expected to grow at a rate of approximately 9% per annum through 2024 in value terms), supported by growth in e-commerce volumes, a continued shift away from home delivery, more stable pricing and faster next day services. Within the PUDO delivery segment, fashion and apparel delivery (excluding Amazon) grew at a rate of 19% per annum from 2012 to 2018, and is expected to grow at a rate of 14% per annum through 2024, in each case based on market value.

France's PUDO network is large and diverse, and comprises a vast range of retail and consumer service outlets. Approximately 8% of the total of around 325,000 retail outlets (including consumer services) in France are PUDOs currently, with approximately 6,000 additional PUDO locations expected to be available in France to support market growth in the PUDO segment.

Customers and Contracts

Mondial Relay conducts its business through service contracts with online retailers, marketplaces, small and medium enterprises and private clients with an average length of 12 to 24 months, which are automatically renewed unless terminated by either party.

Vinted, which represents the largest customer of Mondial Relay (in terms of net sales), accounted for 36.9% of net sales for the financial year ended 28 February 2021. Other key customers of Mondial Relay include H&M and Kiabi.

Mondial Relay generated 63.7% of net sales from its top ten clients for the financial year ended 28 February 2021.

Operating and Financial Review

Key Factors Affecting Mondial Relay's Financial Condition and Results of Operations

Mondial Relay's results of operations are affected by most of the factors that affect the Group's results of operations, some of which are beyond its and the Group's, control. For a detailed discussion of such factors, see "Operating and Financial Review of the Group and the Integer Group."

In addition, Mondial Relay's results of operations are affected by the following factors.

Macroeconomic trends and impact of COVID-19

During the course of 2020, Mondial Relay's operations were impacted by the restrictive measures introduced across continental Europe as a result of the COVID-19 pandemic. Starting from March 2020 until mid-May 2020, the government-mandated lockdown measures implemented in several European countries led to a significant stoppage of Mondial Relay's activity in Spain and France and a significant decrease of activities in Belgium, which in turn resulted in an overall volume decrease of 15% compared to the same period of the prior financial year.

Mondial Relay had access to several measures introduced by the French government to support businesses during the COVID-19 pandemic, including access to government aid and furlough schemes for approximately 90% of its staff in France. The total amount of furlough payments for the financial year ended 28 February 2021 was €1.4 million, which was recorded under other income. When the first lockdown ended, Mondial Relay resumed its activity, and no longer utilized the various measures offered by the government. The second lockdown in France, which commenced in November 2020, did not have a material impact on Mondial Relay's operations.

Results of Operations

The table below summarizes Mondial Relay's results of operations for the years ended 28 February 2021 and 29 February 2020.

	For the financial year ended
	28 February	29 February
	2021	2020
	(€ millions)
Sales of merchandise and goods
Sales of goods	0.0	0.1
Sales of services	403.5	374.5
Net Sales	403.6	374.6
Reversals of depreciation, amortisation and provisions, and expense
transfers	3.9	2.3
Other income	1.8	1.3
Total operating income	409.3	378.2
Purchases of raw materials and other supplies (including customs duties)	5.8	6.4
Other external purchases and expenses	293.2	273.3
Tax, levies and similar payments	3.1	2.4
Wages and salaries	30.5	28.4
Social security contributions	9.5	9.1
Depreciation and amortisation	5.2	3.6
Provisions for current assets	0.1	0.3
Provisions for contingencies and liabilities	3.1	0.2
Other expenses	4.5	4.9
Total operating provisions	355.0	328.6
Operating income	54.3	49.6
Other interest and similar income	0.1	0.4
Total financial income	0.1	0.4
Accrued interest and related expenses	0.0	0.0
Total financial expense	0.0	0.0
Net financial income	0.1	0.4
Pre-tax income from recurring operations	54.4	50.0
Non recurring income from operating activities	0.1	0.0
Non recurring income from investing activities	2.0	0.0
Reversals of provisions and expense transfers	0.9	1.0
Total non-recurring income	2.9	1.1
Non recurring expenses from operating activities	0.0	0.2
Non recurring expenses from investing activities	0.0	0.1
Non-recurring amortisation and depreciation provisions	1.5	5.6
Total non-recurring expense	1.6	5.8
Non-recurring income (expense)	1.4	(4.8)
Employee profit sharing	3.4	3.1
Corporate income tax	16.0	14.2
Total income	412.3	379.6
Total expense	375.9	351.7
Profit	36.4	28.0

Net sales

Net sales increased by €28.9 million, or 7.7%, to €403.6 million for the financial year ended 28 February 2021, from €374.6 million for the financial year ended 29 February 2020. This increase was primarily driven by the overall growth of the e-commerce market, strong development of a few major customers especially in the C2C segment, some new customer acquisitions, and dynamic international sales.

In France, revenue (before adjustment for intra-branch invoices) totaled €364.0 million, driven by the same factors as well as an increase in the PUDO network, which was partially offset by lower revenue between March and May 2020 owing to Covid-19 lockdown measures.

Total operating provisions

Total operating provisions increased by €26.4 million, or 8.0%, to €355.0 million for the financial year ended 28 February 2021, from €328.6 million for the financial year ended 29 February 2020. This increase was primarily driven by an increase in other external purchases and expenses (€293.2 million for the financial year ended 28 February 2021 compared to €273.3 million for the financial year ended 29 February 2020) as a result of the growth of volumes handled. The increase was also due to an increase in wages and salaries (€30.5 million for the financial year ended 28 February 2021 compared to €28.4 million for the financial year ended 29 February 2020) as a result of the growth of volumes handled.

Pre-tax income from recurring operations

As a result of the foregoing factors, pre-tax income from recurring operations increased by €4.5 million, or 8.9%, to €54.4 million for the financial year ended 28 February 2021, from €50.0 million for the financial year ended 29 February 2020.

Non-recurring income (expense)

Non-recurring income increased by €6.1 million to €1.4 million for the financial year ended 28 February 2021, from a non-recurring loss of €4.8 million for the financial year ended 29 February 2020. This increase was primarily driven by the sale of a business providing home delivery of heavy and large-volume products in Belgium.

Total income

As a result of the foregoing factors, total income increased by €32.7 million, or 8.6%, to €412.3 million for the financial year ended 28 February 2021, from €379.6 million for the financial year ended 29 February 2020.

Total expense

As a result of the foregoing factors, total expense increased by €24.2 million, or 6.9%, to €375.9 million for the financial year ended 28 February 2021, from €351.7 million for the financial year ended 29 February 2020.

Profit

As a result of the foregoing factors, profit increased by €8.5 million, or 30.3%, to €36.4 million for the financial year ended 28 February 2021, from €28.0 million for the financial year ended 29 February 2020.

France generated profit of €24.5 million for the financial year ended 28 February 2021.

Liquidity and Capital Resources

Overview

During the periods under review, Mondial Relay's principal source of liquidity consisted of cash from operating activities. Its principal uses of funds are to fund working capital and capital expenditures and tax requirements. As of 28 February 2021, Mondial Relay had €0.7 million of cash on its balance sheet. In June 2021, a cash dividend in the amount of €52.0 million was paid by Mondial Relay to the Seller in accordance with the terms of the Acquisition Agreement.

Indebtedness

Mondial Relay did not have any material third-party indebtedness as of 28 February 2021.

Contractual Obligations and Commitments

The following table sets forth Mondial Relay's financial commitments as of 28 February 2021. These commitments relate to new building leases for extended depots.

Type		Date Commenced	Amount per quarter (€)	Date of Commitment
Agency	Chambery	1 May 2020	88,500	28 February 2026
Agency				30 September
	Niort	1 October 2020	40,500	2023
Agency	Rennes			30 September
	Rheu	1 October 2020	85,500	2029
Agency	Toulouse	31 October 2020	87,000	31 October 2030
			301,500

Off-Balance Sheet Liabilities

Mondial Relay is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on its financial condition, results of operations, liquidity, capital expenditure or capital resources.

Property

As of 28 February 2021, Mondial Relay's real estate network comprised:

• four hubs in France, located in Hem, Saran, Lyon and Bordeaux, with a fifth hub due to open in Paris during 2021;
• two regional hubs in Benelux;
• two regional hubs in Iberia; and
• 30 depots across France, the Benelux area and Iberia.

All of these facilities and other business locations are located on leased premises, and all are operated by Mondial Relay (with the exception of the hub in Corsica). Mondial Relay's depots are located around major conglomerations and the locations of parcel shops follow a similar geographical pattern. Each parcel shop is managed by a depot or regional hub. Mondial Relay operates directly from four depots in Spain, and its presence in the rest of the country is sub-contracted.

Since 2015, Mondial Relay has invested in equipping the depots with "E-meca", a programme designed to automate sorting in the depots. As of 28 February 2021, 20 out of 24 depots had been equipped with this technology. As part of its modernisation of sorting centres, Mondial Relay is also contemplating the relocation of its Hem sorting centre to a new site in the Pas-de-Calais during 2022.

Mondial Relay's material leases include agreements for its leased premises in Hem CDT; Hem Agence; Lyon Hub; Puiseux-Pontoise, and Bordeaux Cestas, which were entered into for an initial term of six to ten years.

Employees and Workplace Safety

Mondial Relay had 1,073 employees as of 28 February 2021, consisting of 789 office staff and manual workers, 176 technicians and supervisors and 108 managers.

Mondial Relay also employs a substantial number of personnel though fixed-term contracts and temporary contracts (interim), with approximatively 50% of the workforce being employed through these types of contracts.

Employees' representation within the Mondial Relay's work council includes the main French trade unions. In the past two years, there have been no local strikes or work stoppages. The Group believes that Mondial Relay's relations with employees and unions are generally satisfactory.

Mondial Relay's policy on health and safety risk prevention is intended to ensure compliance with applicable requirements.

Intellectual Property

Mondial Relay is the registered owner of trademarks covering its key brand names, including "Mondial Relay", "Point Relais" and "Punto Pack" brands, which are the main intellectual property ("IP") assets of the business. Mondial Relay also holds several domain names, including the domain name of its main website "mondialrelay.fr".

Mondial Relay's business utilises a website to manage parcel tracking, organise transportation plans, manage its customer relationships, and provide for the online purchase of transport services by customers. Mondial Relay's core business software products have been developed internally/by third party consultants. Mondial Relay owns all IP rights in respect of the Mondial Relay website's design and/or the elements embedded in the website.

IT and Technology Platform

The key IT assets which enable Mondial Relay's day-to-day operations are infrastructure as a service ("IaaS"), front solutions including the Mondial Relay website, enterprise resource planning software, and operations software, such as shipment sorting, tracking and delivery applications. These assets are a combination of bespoke applications, standard applications, and open source framework. Mondial Relay owns the IP rights in such applications, and its use of open source software ("OSS") does not contain components subject to OSS licences which may reduce the scope of Mondial Relay's IP rights.

The key IT assets are maintained and operated by Mondial Relay's IT department and IT consultants. Mondial Relay has not suffered any major IT incidents in respect of its IT assets, applications or security which have had a material impact on its business or operations.

Mondial Relay's has relationships with a number of third party IT services providers. Mondial Relay also receives intra-group IT services from Hermes Europe GmbH, which is expected to in effect for 24 months following the Acquisition.

Insurance

Mondial Relay continually monitors the risks associated with its activities and adjusts its insurance coverage accordingly. Based on the results of its most recent risk assessment analysis, the Group believes that Mondial Relay has put in place adequate insurance policies.

Litigation and Other Proceedings

Mondial Relay is, and may continue to be from time to time, a party to legal disputes, administrative proceedings or audits within the scope of its business activities in the ordinary course of business, including employment disputes.

On 20 November 2020, Mondial Relay received a notice of tax inspection form the tax authorities in relation to the period from 1 January 2019 and 29 February 2020. Since 20 November 2020, there have been several meetings between Mondial Relay and the tax authorities. Mondial Relay has provided all the information requested by the tax authorities. No formal determination has been issued yet.

Although Mondial Relay's legal and financial liability with respect to such proceedings cannot be estimated with certainty, the Group does not believe that the outcome of the ongoing legal proceedings, individually or in the aggregate, would have a material adverse effect on the Group's financial condition or results of operations. The Group notes, however, that the outcome of legal proceedings can be difficult to predict and the Group offers no assurance in this regard.

Annex A: Interim Condensed Consolidated Financial Statements of InPost S.A. for the three month period ended 31 March 2021 (next page)

InPost S.A. Société anonyme Registred office: 2-4, rue Beck, L-1222 Luxembourg

inpost.eu

Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 248669 Share capital 31 000,00 EUR

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS of the InPost Capital Group

for the period of 3 months ended 31 March 2021 and 31 March 2020

• Luxembourg, 10 June 2021 -

TABLE OF CONTENTS

	INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
	INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
	INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT
	INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
	ADDITIONAL INFORMATION NOTES AND EXPLANATIONS
	1.
	1.1. General information about the InPost Group and its Parent 1.2. Composition of the Group
	2. Basis of preparation and changes to the Group's accounting policies
	2.1. Summary of changes in significant accounting policies
	3.
	4.
	5. Segment information
	6.
	7.
	7.1. Net finance costs
တွေ	Income tax in profit or loss……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
	9.
	10.
	11.
	12.
	13.
	13.1. Leasing liabilities
	14. Other assets
	15.
	16. Cash and cash equivalents
	17.
	18. Other financial liabilities
	19. Reconciliation of movements of liabilities to cash flows arising from financing activities26
	20.
21.	Provisions and accruals
22.	Share-based payment
23.	Other liabilities
24.	Trade and other payables
25.	Guarantees and other securities
26.	Related-party transactions
27.	Financial instruments by category
28.	Financial risk management objectives
29.	Events after the balance sheet date

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

	Note	Period of 3 months ended	Period of 3 months ended
		on 31-03-2021	on 31-03-2020
Continued operations
Revenue	5	789.4	409.2
Other operating income		3.7	2.8
Depreciation and amortization		118.7	73.8
Raw materials and consumables		11.3	10.1
External services		372.4	210.3
Taxes and charges		0.5	0.7
Payroll		114.7	38.9
Social security and other benefits		16.1	ਰੇ ਰੇ
Other expenses		98	3.7
Cost of goods and materials sold		3.1	1.9
Other operating expenses		0.9	3.1
Impairment gain/ (loss) on trade and other receivables	15	1.1	(2.0)
Total operating expenses		648.6	350.4
Operating profit		144.5	61.6
Finance income	7.1	11.9	45
Finance costs	7.1	20.0	73.6
Profit before tax		136.4	(7.5)
Income tax expense	8	38.6	3.7
Profit from continuing operations		97.8	(11.2)
Loss from discontinued operations		(4.0)	(0.6)
Net profit / (loss)*		93.8	(11.8)
Other comprehensive income
Exchange differences from translation of foreign operations, net of tax - Item that may be reclassified to profit or loss		2.9	(1.7)
Other comprehensive income, net of tax		2.9	(1.7)
Total comprehensive income1		96.7	(15.5)
Net profit (loss) attributable to owners:
From continued operations:		97.8	(11.2)
From discontinued operations:		(4.0)	(0.6)
Total comprehensive income attributable to owners:
From continued operations:		952	(6.2)
From discontinued operations:		15	(7.3)
Basic/diluted earnings per share (in PLN)	9	0.19	(0.02)
Basic/diluted earnings per share (in PLN) - Continuing operations	9	0.20	(0.02)
Basic/diluted earnings per share (in PLN) – Discontinued operations	9	(0.01)	(0.00)

¹ The Net (loss) profit for the period and Total comprehensive income is attributable to the owners only

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS	Note	Balance as at 31-03-2021	Balance as at 31-12-2020	Balance as at 01-01-2020
Non-current assets		2,023.6	1,825.5	1,201.5
Intangible assets		147.7	141.5	122.0
Property, plant and equipment	12	1,709.0	1,565.1	998.0
Other receivables		3.0	6.0	3.2
Deferred tax assets		118.8	112.1	78.1
Other assets	14	45.2	0.8	0.2
Current assets		687.8	655.3	368.3
Inventory		5.2	5.7	2.2
Other financial assets		1	-	2.5
Trade and other receivables	15	383.8	434.7	215.8
Income tax asset		0.5	0.3	6.2
Other assets	14	115	70.2	28.6
Cash and cash equivalents	16	286.8	744.4	113.0
TOTAL ASSETS		2,711.4	2,480.8	1,569.8

LIABILITIES	Note	Balance as at 31-03-2021	Balance as at 31-12-2020	Balance as at 01-01-2020
Equity
Equity attributable to owners of InPost		(415.3)	638.1	389.6
Share capital	רו	22.7	0.1
Share premium		35,122.4
Share capital and share premium of Integer.pl			686.8	963.1
Retained earnings/ (accumulated losses)		37.8	(56.0)	(571.1)
Reserves		(35,598.2)	7.2	(2.4)
Non-controlling interests			-	(0.2)
Non-controlling interests			-	(0.2)
Total equity		(415.3)	638.1	389.3
Liabilities
Loans and borrowings	17	1,983.3	743.4	613.3
Employee benefits and provisions		3.8	14.0	10.6
Government grants		11.7	9.2	11.2
Deferred tax liability		38.0	35.0	16.8
Other financial liabilities	18	326.5	304.0	124.4
Total non-current liabilities		2,363.3	1,105.6	776.3
Trade payables and other payables	24	2733	292.3	1913
Loans and borrowings	17	135.7	23.7	49
Government grants		1.5	4.2	3.2
Current tax liabilities		19.9	22.4	3.4
Employee benefits and provisions	21	48.5	42.2	18.8
Other financial liabilities	18	233.2	232.7	1523
Other liabilities	23	51.3	119.6	303
Total current liabilities		763.4	737.1	404.2
TOTAL LIABILITIES		3,126.7	1,842.7	1,180.5
TOTAL EQUITY AND LIABILITIES		2,711.4	2,480.8	1,569.8

INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT

	Note	Period of 3 months ended on 31-03-2021	Period of 3 months ended on 31-03-2020
Cash flows from operating activities
Net profit (loss)		938	(11.8)
Adjustments:		184.2	165.9
Income tax expense		38.5	3.7
Financial (cost)/ income	7.1	(21.7)	80.1
Gain / (loss) on sale of property, plant and equipment		(0.4)	63
Depreciation and amortization	12	118.7	73.8
Impairment losses		1.0	1.1
Group settled share-based payments	22	48.1	0.9
Changes in working capital:		(9.7)	8.0
Trade and other receivables		52.2	(6.2)
Inventories		0.6	0.1
Other assets		(2.0)	15.1
Finance liabilities other than loans and borrowings		12.0	(2.2)
Employee benefits, provisions and contract liabilities		(4.2)	(4.1)
Other liabilities		(68.3)	53
Cash generated from operating activities		268.3	162.1
Interest paid		(43.7)	(23.2)
Income tax paid		(44.6)	(5.2)
Net cash from operating activities		180.0	133.7
Cash flows from investing activities
Purchase of property, plant and equipment		(143.2)	(86.7)
Purchase of intangible assets		(15.4)	(7.8)
Proceeds from financial leases			4.0
Net cash from investing activities		(158.6)	(90.5)
Cash flows from financing activities
Proceeds from loans and borrowings	19, 3.2	2,066.6	150.9
Repayment of principal portion of loans and borrowings	19, 3.2	(644.8)	(0.5)
Payment of principal portion of lease liability	19	(62.3)	(44.3)
Payment to shareholders	3.2	(1,238.1)	(15.9)
Net cash from financing activities		121.4	90.2
Net increase/(decrease) in cash and cash equivalents		142.8	133.4
Cash and cash equivalents at 1 January		144.2	113.0
Effect of movements in exchange rates on cash held		(0.2)	(0.3)
Cash and cash equivalents at the end of the reporting period		286.8	246.1

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

			Reserves
	Share capital	Share premium	Share capital and share premium of Integer.pl	Translation reserve2	Reserve capital (reorgani- zation)	Other reserve3	Retained earnings/ (accumulated losses)	Attributable to owners of the company	Attributable to non- controlling interests	Total equity
Balance as at 01-01-2020			963.1	(4.1)		1.7	(571.2)	389.5	(0.2)	389.3
Net profit/ (loss)							(11.8)	(11.8)		(11.8)
Other comprehensive income for the period				(1.7)			- )	(1.7)		(1.7)
Total comprehensive income for the period				(1.7)			(11.8)	(13.5)		(13.5)
Share-based payment (equity settled)						0.9		0.9		0.9
Balance as at 31-03-2020	-		963.1	(5.8)		2.6	(583.0)	376.9	(0.2)	376.7
Balance as at 01-01-2021	0.1		686.8	(4.7)		11.8	(56.0)	638.0		638.0
Net profit/ (loss)							93.8	93.8		938
Other comprehensive income for the period				2.9				2.9		2.9
Total comprehensive income for the period				2.9			93.8	96.7		124.1
Increase in the share capital due to the contribution in kind4 (See in note 1.1)	22.6	36,360.5	(୧୫୧.୫)		(35,656.3)			40.0		40.0
Redemption from reserve capital (See in note 3.2)		(1 238.1)						(1,238.1)		(1,238.1)
Share-based payment (equity settled) (See in note 22)						48.		48.1		48.1
Balance as at 31-03-2021	22.7	35,122.4		(1.8)	(35,665.3)	59.9	37.8	(415.3)		(415.3)

² Translation reserve includes exchange differences from translation of foreign operations

3 Other reserve includes share-based payment

్ Paid to shareholder Al Prime Bidco S.a.r.l please see note 3.2 for explanation of cashflows

^"The Grup reorganization which took placed the current Croup structure significantly, for deals of Coup history desse refer to Notel 1. On January 26, 2021, the general meeting of shareholders adopted a results to EUR 5,000,000. To cover the value of new shares the shares of the shares of Integer.d S4 and the share of IPse Technology Sa.r.l., a related party of the Company, continuted 00% of the shares held respectively in Integer.pl S.A. and InPost Technology S.a.r.I to InPost S.A. for a total amount of 7,995,747,974 EUR.

1 ADDITIONAL INFORMATION NOTES AND EXPLANATIONS

1.1 Additional information notes and explanations

1.1.1 General information about the InPost Group and its Parent

InPost S.A., (The "Company" ) was incorporated on November 6, 2020 and is organised under the laws of Luxembourg as a "société anonyme" for an unlimited period and is registered with the Luxembourg Register of Commerce and Companies under n° B 248669.

On March 1st, 2021 the registered office of the Company was transferred from 2-4 rue Beck, L-1222 Luxembourg to 70 route d'Esch, L-1470 Luxembourg.

InPost S.A. is the parent company in the InPost Capital Group. Functional currency of InPost S.A. is Euro (EUR). Polish zloty (PLN) has been used as the presentation currency of this interim condensed consolidated financial statements and is functional currency for most of Group's subsidiaries as indicated in Note 1.2.

Until January 26, 2021, the sole owner of the parent company was Al Prime Al PRIME & Cy S.C.A. based in Luxemburg.

On January 27, as result of IPO, InPost S.A. shares were listed on Amsterdam stock exchange EURONEXT. Since that date InPost S.A. is listed company without immediate parent (holding) company.

1.1.2 Establishment of the Group and reorganization

InPost S.A was established in 2020 as a vehicle for the acquisition of Integer.pl Group, through newly established holding company. The share capital of InPost S.A was increased on January 26, 2021.

The increase in share capital and a share premium was covered by Al Prime Bidco S.a.r.I by the contribution of the 100% shares of Integer.pl S.A. and InPost Technology S.a.r.l. Integer.pl S.A. was parent of Integer.pl S.A. Group and prepared the consolidated financial statements of Integer.pl Group in accordance with IFRS from the financing year ended 31 December 2020.

As a result of share capital increase of InPost S.A. described above, InPost Group ("InPost Group") was created.

The transaction of an acquisition by InPost S.A. of 100% interest in Integer.pl S.A. is a reorganization of the group due to the fact that: (i) the new parent entity was added to an existing group and there is no change in the substance of the reporting entity, (ii) the assets and liabilities of the new group and the original group are the same immediately before and after the reorganization, and (iii) the owners of the original parent before the reorganisation have the same absolute and relative interests in the net assets of the original group and the new group immediately before and after the reorganization. The reorganisation was accounted for by incorporating into the consolidated financial statement of InPost S.A. the assets and liabilities of the pre-existing group at their carrying values from the consolidated financial statements of the pre-existing group prepared in accordance with IFRS. Any

difference between the cost of the transaction and the carrying value of the net assets of pre-existing group is a reorganization difference which was recorded directly in equity - in Reserve capital (reorganisation).

InPost Technology S.a.r.I was incorporated on 22 July 2020 by Al Prime Bidco S.a.r.। – the shareholder of Integer.pl. On same day InPost Technology acquired from Integer Group Services Sp. z o.o. (the entity operating with Integer.pl Group) the business being the development and maintenance unit (OPE). Therefore, in the consolidated financial statement of InPost S.A. the assets and liabilities of InPost Technology S.a.r.I were incorporated at their carrying values from the consolidated financial statements of the pre-existing group prepared in accordance with IFRS, as described above.

Due to the fact the underlying group over which InPost S.A. was established as a Parent, existed as at January 1, 2021 (i.e. intermediate parent company was established in November 2020 and acquired Integer.pl S.A. in January 26, 2021); these interim condensed consolidated financial statements of InPost S.A. Group cover full period of 3 months from January 1, 2021 to March 31, 2021 although the reorganization occurred in January 26, 2021. Consequently, this interim condensed consolidated financial statement for the current interim period shows result as if InPost S.A. Group would be formed since January 1, 2021.

As result this Interim Condensed Consolidated Financial Statements cover financial results of InPost S.A., InPost Technology S.a.r.l. and Integer.pl S.A. and all its subsidiaries for the period of 3 months of 2021.

The Comparative Data in this Financial statement comprise the consolidated financial information of the pre-existing Group, i.e. Integer.pl Group for the period of 3 months period ended on March 31, 2020. As the Parent entity, i.e. InPost S.A. were incorporated November 6, 2020 and the transaction of reorganisation took place in January 2021, the Group presented in the comparative data, the share capital and share premium of Integer.pl; the share capital and the share premium were derecognized at the date of reorganisation, with the difference being recognized in equity (Reserve capital reorganisation).

As a part of reorganisation, the company issued 496 900 000 shares that were valued based on fair value of contributions made (fair value of shares in Integer.pl and InPost Technology) and as a result recognised increase in share capital of PLN 22,6 m and increase in share premium by PLN 36,360.5 m. The difference between fair value of contributed shares and the carrying value of share capital and share premium of contributed businesses (i.e. PLN 686.8 m) was recorded in the amount to PLN 35,696.3 m (negative) as a Reserve capital (reorganisation).

Concurrently with reorganization, the company repaid to the existing shareholders the amount of PLN 1,238.1 m which was treated as a redemption and recorded as a reduction of the share premium established on reorganisation.

Further, as a consequence of the transaction described above, it was agreed that whole 2019 profit should be allocated to reserve capital instead of payment of dividend from profit of year 2019 in amount of 40 million PLN. As result Liabilities from payment of dividend to previous sole shareholder of Integer.pl S.A. i.e. Al Prime Bidco S.a.r.I were derecognised and impacted the reorganisation reserve recognised in equity.

The resolution of General Meeting of Shareholders dated September 30, 2020 approving the payment of dividend from profit of year 2019 in amount of 40 million PLN was formally changed on 19th May 2021 by Integer.pl S.A. General Meeting of Shareholders.

a) Group Structure immediately before the transaction:

* Management shares had been granted as part of the MiP programme and have not vested yet (they were partially vested as of IPO date) – please refer to the details described in note 22

b) Group Structure immediately after the transaction:

* Management shares had been granted as part of the MiP programme described in note 22

Concurrently with reorganization and redemption of share, the Parent company:

• a. Incurred indebtedness further described in note 17.
• b. Listed its share in Amsterdam stock exchange (shares in IPO were sold only by the existing shareholders and the company did not issue any new shares).

1.1.3 Information about the parent entity and global ultimate parent.

As at December 31, 2020 and until January 26, 2021, the direct parent company of Integer.pl S.A was Al Prime (Bidco) S.a.r.l.

The global ultimate parent of the Group in which the Company operates was Advent International Corporation based in Boston (USA) as at December 31, 2020 and January 26, 2021.

As at the date of this report, the Company has no ultimate controlling shareholder. As of the balance sheet date, the shareholders were: Advent International Corporation (46.02%), A&R Investments LTD (12.25%), The Capital Group Companies Inc (5.25%) Others (36.48%).

1.1.4 Group's operations

InPost Capital Group is offering complex logistic solutions mostly for customers from the e-commerce industry. The core business of the InPost Group includes following operating activities: automatic parcel machines, courier services, production and sale of automatic parcel machine, research and development works, internet portals, data processing, website management (hosting), and holding activities including management of the InPost Group.

Composition of the Supervisory Board

Mark Robertshaw – Chairperson, Member of the Supervisory Board Mike Roth - Member of the Supervisory Board Nick Rose – Member of the Supervisory Board Ranjan Sen – Member of the Supervisory Board Ralf Heup – Member of the Supervisory Board Marieke Bax – Member of the Supervisory Board

Changes to the Supervisory Board

On May 19, 2021 InPost S.A. nominated Cristina Berta Jones as new Supervisory Board Member.

1.2 Composition of the Group

This consolidated financial statements of the InPost Group includes the financial information of the Parent, which is InPost S.A. and of 3 direct subsidiaries and 9 indirect subsidiaries of InPost S.A. The list of the Group entities is presented below in a table.

	Company name	Seat	Functional Currency	Shareholders as at 31-03-2021	Interest in the share capital as at 31-03-2021
	Direct subsidiaries
]	Integer.pl S.A.	Poland	PLN	InPost S.A.	100%
2	InPost Technology	Poland	DI N	InPost S.A.	100%
3	Integer France SAS	France	EUR	InPost S.A.	100%
	Indirect subsidiaries
4	InPost Sp. z o.o.	Poland	PLN	Integer Group Services Sp. z 0.0.	100%
5	InPost France SAS *	France	EUR	InPost Paczkomaty Sp. z o.o.	100%
6	l ocker InPost Italia Srl	Italy	FUR	InPost Paczkomaty Sp. z o.o.	100%
7	Granatana Limited	Cyprus	EUR	InPost Paczkomaty Sp. z o.o.	100%
8	Giverty Holding Limited	Cyprus	FUR	Granatana imited	100%
9	InPost UK Limited	United Kingdom	GBP	InPost Paczkomaty Sp. z o.o.	100%
10	InPost Paczkomaty Sp. z o.o.	Poland	DI N	Integer.pl S.A.	100%
77	Integer Group Services Sp. z o.o.		PLN	Integer.pl S.A.	38,35%
				InPost Paczkomaty Sp. z o.o.	61,65%
12	M.P.S.L. Modern Postal Services Ltd	Cyprus	EUR	Integer.pl S.A.	100%
	Affiliates
13	Easypack Plus Self-Storage LLC	United Arab Emirates	AED	50% - InPost Paczkomaty Sp. z o.o.	50%

The following changes have taken place during the reporting period, in the structure of InPost Group (and previously in Integer Group as InPost Group pre IPO predecessor):

• removed from the register of entrepreneurs.
• ▪
• On March 10, 2021, InPost France SAS went into liquidation and has been deconsolidated in these Interim Condensed Consolidated Financial Statements as a result of loss of control. As InPost France SAS were classified as discontinued operations since 2018, result of consolidation was also classified as discontinued operations.
• acquired company amounted to 1 EUR.

2 Basis of preparation and changes to the Group's accounting policies

The interim condensed consolidated financial statements of InPost S.A. Group for the three months ended 31 March 2021 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. These interim condensed consolidated financial statements are the first

consolidated financial statements prepared by InPost S.A. in accordance with IFRSs. Therefore, IFRS 1 "First time adoption of IFRS" was applied in preparation of these interim condensed consolidated financial statements.

InPost S.A. has not prepared the consolidated financial statements in accordance with previous GAAP (generally accepted accounting principles applicable in Luxembourg) because it did not hold any subsidiaries prior the reorganisation. Therefore no reconciliations are presented in those first IFRS consolidated financial statements which would otherwise be required by IFRS 1 had the Group prepared the consolidated financial statements under previous GAAP. However, the Group presented in the statement of the financial position the opening balance of the earliest presented period, i.e. 1 January 2020. Amounts included in this statement of the financial position reflect the carrying amounts from the consolidated financial statements of Integer.pl Group.

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements. InPost Group will publish its first full set of IFRS consolidated financial statements as of December 31, 2021 and for the year then ended. However, as described above in note 1, InPost S.A. became a Parent of the Group as a result of a reorganisation of Integer.pl SA operations. Thus, this interim condensed consolidated financial statements should be read in conjunction with the Integer.pl Group's annual consolidated financial statements as at December 31, 2020 as they include entirety of information about the Group activities and a full description of accounting policies applied in preparation of these interim condensed consolidated financial statements.

These interim condensed consolidated financial statements were prepared under the assumption that the InPost Group will continue to operate as a going concern in the foreseeable future. As at the date of approval of the interim consolidated financial statements there is no evidence indicating that the Group will not be able to continue its business activities on a going concern basis.

2.1 Summary of changes in significant accounting policies

The information about the impact of the new standard published but not yet adopted was provided for in the annual consolidated financial statements of Integer.pl Group and it is not materially affected by publication of the new standards and amendments and endorsement by EU that occurred after the date of publication of these financial statements.

The following standards and amendments to standards became effective on January 1, 2021:

• Amendments to IFRS 4 Insurance Contracts deferral of IFRS 9 until January 1, 2023;.
• Amendments to IFRS 9, IFRS 7, IFRS 7, IFRS 4 and IFRS 16: Interest Rate Benchmark Reform Phase 2 (issued on August 27, 2020).

Although the Group does not apply the hedge accounting nor holds derivatives which are based on interests rates covered by IBOR Reform, the Group has significant indebtedness with interests calculated based on WIBOR (see note 17). Currently, WIBOR was not yet replaced with a new base reference rate, however, it is expected that the Group will apply the practical expedients provided for in Phase 2 of the IBOR Reform (i.e. recognise any differences arising from the replacement of WIBOR with new reference base prospectively over the remaining period of borrowings) and will include relevant disclosures in the annual consolidated financial statements or earlier in interim financial information if applicable.

3 Important events within Q1 2021 period

3.1 IPO and Increase of share capital

On January 27, 2021 InPost S.A. shares has been listed on EURONEXT stock exchange located in Amsterdam, Netherlands. The existing shareholders sold 40,3% of their shares. The Group did not receive any proceeds from the Admission to the Stock Exchange on January 29, 2021, the net proceeds of which had been received by AI Prime, Templeton Strategic Emerging Markets Fund IV, LDC and PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2.

On January 26, 2021, the general meeting of shareholders adopted resolution to increase the share capital to EUR 5,000,000. To cover the value of new shares, the shareholders contributed to the company the shares of Integer.pl SA and the shares of InPost Technology S.a.r.l. On January 26, 2021, Al Prime (BidCo) S.a.r.l, related party of the Company, contributed 100% of the shares held respectively in Integer.pl S.A. and InPost Technology S.a.r.I to InPost S.A. for a total amount of EUR 7,995,747,974. As a result, the Group presents the increase in share capital by PLN 22,6 m and in capital premium by PLN 36,360.5 m.

As the transaction was accounted for in these interim condensed consolidated financial statements as a reorganisation the total effect of this contribution was included in Reserves (reorganization) in the amount of PLN (35,696.3) m as of 31 March 2021.

Please refer to the detailed information included in a note 1.1.1 above.

3.2 New financing facility

On January 25, 2021, Integer.pl S.A. and InPost S.A. signed with a bank consortium (Bank Handlowy w Warszawie SA, Bank Pekao SA, BNP Paribas Bank Polski SA, Goldman Sachs Bank Europe SE, JP Morgan AG, mBank SA, PKO BP SA, Barclays Bank Ireland PLC, DNB Bank Polska SA, Erste Group Bank AG, ING Bank Slaski SA) a loan agreement. On the basis of the signed loan agreement, Group has received PLN 1,950.0 m of long term guaranteed loans and was able to contract new working capital loans up to the maximum amount of PLN 800 m. Under the agreement loans received from Al Prime Bidco S.a.r.l. by Integer.pl were repaid, remaining funds were transferred to Al Prime Bidco S.a.r.l. as result of IPO transaction, the existing credit lines have been converted to new terms and fall within the range of the available PLN 800 million. The cost of the new loan will amount to a maximum of WIBOR+ 2.75%. The Group's proceeds from the bank loan amounted to 2,066.6 m PLN. The funds in amount of PLN 1.950 million were transferred to Al Prime Bidco S.a.r.l. as repayment of Loans received by Integer.pl in amount of PLN 640.2 million and redemption from share capital in amount of PLN 1,238.1 million. mBank S.A. acted as an agent on behalf of the Group therefore the amounts involved are presented in the statements of cash flows.

3.3 Intention to acquire Mondial Relay

On March 15, 2021 InPost S.A. announced that it has entered an advanced stage of negotiations about potential acquisition of Mondial Relay. Mondial Relay is one of the leading French parcel operators. The proposed transaction, if it occurs, will take place at the level of InPost S.A. and will be financed through a special credit line (bridge facility). On April 6, 2021 InPost S.A., following the receipt of the unanimous favorable opinion of Mondial Relay's Worker's Council and the subsequent exercise of the put option granted to the Seller, the Company entered into a binding share purchase agreement with respect of the acquisition of 100% of the share capital and voting rights of Mondial Relay. On May 28, 2021 InPost S.A. has received unconditional approval from European Commission for the acquisition of Mondial Relay. The transaction is expected to close on July 1, 2021 – therefore at the moment of preparation of this interim condensed consolidated financial statement acquisition if not completed, so there is no transfer of control to InPost S.A. Group. The final purchase price is expected to be approximately EUR 513 m.

3.4 Coronavirus pandemic

The Management Board analysed potential effects that the coronavirus outbreak may have on disclosures, assumptions and estimates adopted in preparation of the Interim Condensed Consolidated Financial Statements for the period ended March 31, 2021. At the time of publication of the statement, the pandemic did not cause any significant restrictions on the Group's operations, such as suspension or limitation of operational problems in the course of its operations. Certainly, the pandemic will change the structure of recipients and customers as well as the type of goods transported, but the Management Board does not expect a significant decrease in demand. Parcel lockers remain one of the safest delivery methods in the pandemic era, enabling social distancing and non-contact pickup of goods ordered by buyers. All potential supplier issues are analysed and contingency plans and alternative suppliers are put in place if needed The Group is constantly adapting its activities to the changing legal requirements introduced by the Polish government. At the moment, the Group does not expect any significant negative impact of the pandemic on the expected results and cash flows.

4 Information on material accounting estimates

The preparation of the condensed interim consolidated financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires Management to exercise its judgment in the process of applying the Group's accounting policies. Estimations and judgements are being constantly verified and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In preparing these condensed interim consolidated financial statements, the significant judgments made by Management in applying the Group's accounting policies were described in the Integer Group's Consolidated Financial statements for 2020 and remain relevant for preparation of these interim condensed consolidated financial statements.

Segment information ഗ

For management purposes, the Group has three reportable segments in two geographies, as follows:

• I Segments in Poland
  • -
  • To-Door segment, which includes delivery of parcels using door-to-door couriers
• Segment outside Poland
  • parcel machines) in United Kingdom and Italy

In addition to the above reportable segments in Poland there is other segment which consists mainly of marketing and IT services provided for external customers as well as production and sale of APM's to external customers. No operating segment of the Group have been aggregated to form the above reportable operating segments.

The Management Board is the Chief Operating Decision Maker (CODM) and monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is assessed on the basis of revenue and gross profit. Additionally aggregated segments at the geography level are assessed based on Operating EBITDA. Operating EBITDA reflects "operating profit before amortization and depreciation". The accounting policies adopted are uniform for all segments and consistent with those applied for the Group.

Segments direct costs include among others costs of PUDO Points, which are delivery at pick-up dropoff facilities. Segment performance is evaluated based on gross profit or loss and is measured consistently with profit or loss in the Interim Condensed Consolidated Financial Statements.

Transfer prices between operating segments are on an arm's-length basis in a manner similar to transactions with third parties.

Inter-segment revenues are eliminated upon consolidation and reflected in the Inter-segment eliminations column.

General cost, depreciation, finance income and fair value gains and losses on financial assets are not allocated to individual segments as the underlying instruments are managed on a group basis.

Current taxes, deferred taxes and certain financial assets and liabilities are not allocated to those segments as they are also managed on a group basis.

Period of 3	International		Poland		Total
months ended on 31-03-2021	APM	APM	To-Door	Other	Inter- segment elimination	Tota	reportable segments
	A	B	C				A+B+C
Revenue	11.1	588.4	174.4	19.8	(0.6)	793.1	775.9
Fxternal	11.1	588.4	174.4	192		793.1	7739
Inter-segment				0.6	(0.6)
Direct costs:	(12.7)	(216.4)	(117.9)	(8.5)	0.5	(355.0)	(347.0)
Logistic costs	(10.1)	(200.3)	(114.2)		-	(324.6)	(324.6)
APM network	(2.1)	(10.1)		-	0.3	(11.9)	(12.2)
External costs	(1.8)	(10.1)	-	-	-	(11.9)	(11.9)
Inter-segment costs	(0.3)	-	-	-	0.3		(0.3)
PUDO points 6		(3.3)	(1.1)	-	-	(4.4)	(4.4)
Other direct costs	(0.5)	(2.8)	(2.7)	(8.5)	0.2	(14.2)	(6.0)
Cost of sold APM's and IT projects
Gross profit:	(1.6)	372.0	56.5	11.3	(0.1)	438.1	426.9

	International	Poland	Total
Gross profit/(loss)	(1.6)	439.7	438.1
General costs	(16.3)	(158.6)	(174.9)
- Sales & Marketing	(1.1)	(15.2)	(16.3)
Call Centre -	(1.3)	(7.8)	(9.1)
- IT Maintenance		(7.9)	(7.9)
Other general costs	(13.9)	(127.7)	(141.6)
Operating EBITDA	(17.9)	281.1	263.2
Depreciation and amortization	(5.9)	(112.8)	(118.7)
Operating profit	(23.8)	168.3	1445

	International	Poland	Total
Operating EBITDA	(17.9)	281.1	263.2
- MIP Valuation		48.1	48.1
- IPO and M&A costs		20.9	20.9
Adjusted EBITDA	(17.9)	350.1	332.2

^§ PUDO points – commissions for handling parcels at collection and delivery points

Period of 3	International	Polano					Total
months ended on 31-03-2020	APM	APM	To-Door	Other	Inter- segment elimination	Total	reportable segments
	A	B	C				A+B+C
Revenue	2.0	278.9	123.9	7.9	(0.7)	412.0	404.8
Fxternal	2.0	278.9	123.9	72		412.0	404.8
Inter-segment				0.7	(0.7)
Direct costs:	(3.9)	(122.8)	(86.7)	(1.1)	0.5	(214.0)	(213.4)
Logistic costs	(2.0)	(108.8)	(84.0)		-	(194.8)	(194.8)
APM network	(1.7)	(7.0)	-		0.5	(8.2)	(8.7)
External costs	(1.2)	(7.0)	-		-	(8.2)	(8.2)
Inter-segment costs	(0.5)	-	-		0.5		(0.5)
PUDO points'		(1.9)	(1.0)		-	(2.9)	(2.9)
Other direct costs	(0.2)	(5.1)	(1.7)	(1.1)	-	(8.1)	(7.0)
Cost of sold APM's and IT projects					-
Gross profit:	(1.9)	156.1	37.2	6.8	(0.2)	198.0	191.4

	International	Poland	Total
Gross profit/(loss)	(1.9)	199.9	198.0
General costs	(7.0)	(55.6)	(62.6)
- Sales & Marketing	(0.6)	(13.9)	(14.5)
- Call Centre	(0.4)	(4.8)	(5.2)
- IT Maintenance	-	(4.0)	(4.0)
Other general costs	(6.0)	(32.9)	(38.9)
Operating EBITDA	(8.9)	1443	135.4
- Depreciation and amortization	(4.1)	(69.7)	(73.8)
Operating profit	(13.0)	74.6	દા.6

	International	Poland	Total
Operating EBITDA	(8.9)	144.3	135.4
- MIP Valuation		0.9	0.9
- IPO and M&A costs
Adjusted EBITDA	(8.9)	145.2	136.3

Reconciliation of profit

	on 31-03-202	Period of 3 months ended Period of 3 months ended on 31-03-2020
Operating profit	144.5	61.6
Finance income	119	45
Finance costs	20.0	73.6
Profit (loss) before tax and discontinued operations	136.4	(7.5)

' PUDO points – commissions for handling parcels at collection and delivery points

Revenue from external customers

Revenue from external customers®	on 31-03-2021	Period of 3 months ended Period of 3 months ended on 31-03-2020
Poland (domestic sales)	733.0	393.7
International (foreign sales)	56.4	15.5
Lithuania	19.6	33
United Kingdom	9.7	7.7
Other	27.7	77.7
Total revenue	789.4	409.2

Revenue from sales in Poland to Allegro Group was responsible for 30.0% of the Group's revenue for the 3 months ended March 31, 2021 and 29.34% of the Group's revenue for the 3 months ended March 31, 2020.

6 Alternative performance measures - Gross Profit, Operating EBITDA and Adjusted EBITDA

Our segments are based on the structure of our internal management reporting to facilitate decisionmaking with respect to the allocation of resources and to assess the performance of our operations. The performance of our segments is measured and assessed on the basis of revenue (including other operating income) and Gross Profit. Additionally, the performance of our combined operations is measured and assessed on the basis of Operating EBITDA per geographical area, i.e. for each country where the Group operates. Given the relative size of operations outside Poland, the Group aggregates information relating to all countries other than Poland and presented this as one reportable segment – International.

Gross Profit and Operating EBITDA are considered as alternative performance measures and presented separately as being important supplemental measures of Group's performance. The Group believes that these and similar measures are used in the industry in which the Group operates as means of evaluating a company's operating performance. However, Gross Profit and Operating EBITDA are not recognized measures of financial performance, financial condition or liquidity under IFRS. In addition, not all companies may calculate Gross Profit and Operating EBITDA in the same manner or on a consistent basis. As a result, this measure may not be comparable to measures used by other companies under the same or similar names. Accordingly, undue reliance should not be placed on these measures and they should not be considered in isolation or as a substitute for profit for the year, cash flow, expenses or other financial measures computed in accordance with IFRS.

Gross Profit represents a margin realized on deliveries to clients which takes into account only revenue and other operating income related to deliveries as well as costs directly attributable to such deliveries.

Gross Profit is defined as net profit (loss) for the period adjusted for profit (loss) from discontinued operations, income tax expense, profit on sales of organized part of an enterprise, share of profits of

⁸ The revenue information above is based on the locations of the physical location of the services performance

equity-accounted investees, finance costs and income, and depreciation and amortization and general costs. The numerical reconciliation of Gross Profit to the numbers included in the interim condensed consolidated financial statements prepared under IFRS is included in the Note 5 on segment reporting.

Operating EBITDA represents a metric for evaluating the Group's performance which facilitates comparisons of the Group's operating results from period and between segments by removing the impact of, among other things, its capital structure, asset base and tax consequences. Operating EBITDA is defined as net profit (loss) for the period adjusted for profit (loss) from discontinued operations, income tax expense (benefit), profit on sales of organized part of an enterprise, share of profits of equity-accounted investees, finance costs and income, and depreciation and amortization.

Starting from 2021, the Group has decided to change the definition of the Adjusted EBITDA (applied for the first time in 2020 annual report). CODM's intention is to ensure that Adjusted EBITDA is a useful metric for evaluating the Group's performance and facilitating period comparisons of the Group's core results by removing impact of its asset base or capital/financing structure, but also impact of expenses arising from the Management Incentive Plan (MIP) or any other employee incentive plans that will follow and costs related to certain material transactions such as IPO or M&A processes, which the management of the Group considers not related to date operations. The management believes that the Adjusted EBITDA, as modified, is a useful supplemental metric which allows investors to better understand performance of the Group's core operations and their long-term trends. Adjusted EBITDA, as defined and applied starting from 2021, represents Operating EBITDA (net profit/loss for the period adjusted for profit/loss from discontinued operations, income tax expense/benefit, profit on sales of organized part of an enterprise, share of profits of equity-accounted investees, finance costs and income and depreciation and amortization), further adjusted to exclude MIP expense and transaction costs (representing costs of PLN 20.9m relating to IPO and M&A transactions).

	2021	2020
Net profit / (loss) from continuing operations	97.8	(11.2)
Income tax	38.6	3.7
Profit / (loss) from continuing operations before tax	136.4	(7.5)
adjusted by:
- net financial costs	8.	69.1
- depreciation	118.7	73.8
Operating EBITDA	263.2	135.4
- MIP Valuation	48.1	0.9
- IPO and M&A costs	209
Adjusted EBITDA	332.2	136.3

The following table reconciles net profit to Adjusted EBITDA for the periods indicated:

Seasonality of operations 7

Group business is subject to predictable seasonality because the vast majority of our business serves the e-commerce retail industry, which is particularly active during the end-of-year holiday season which runs from mid-November, starting around Black Friday, through the end of December. As a result of these seasonal fluctuations, the Group typically experience a peak in sales and generate a significant part of our sales revenue in the fourth quarter of the year. In 2021 Covid-19 has impacted seasonality but Q4 is still expected to be the strongest quarter.

Income and other operating / income	Q1	Q2	Q3	Q4	Total
2020	412.0	653.9	611.1	855.1	2,532.1

Net finance costs 7.1

	Period of 3 months ended on 31-03-2021	Period of 3 months ended on 31-03-2020
Foreign exchange profit	11.9
Other finance income		4.5
Total finance income	11.9	4.5

	Period of 3 months ended on 31-03-2021	Period of 3 months ended on 31-03-2020
Foreign exchange losses		49.1
Interest expense	18.6	23.4
Deposits, fees and commissions	0.6	0.2
Other finance costs	0.8	0.9
Total finance costs	20.0	13.6

8 Income tax in profit or loss

Taxation is assessed based on annual results and, accordingly, determining the tax charge for an interim period will involve making and estimate of the likely effective tax rate for the year. In each of the periods presented, the tax rate for the Parent Entity was 19%. In 2021, tax rates for the Group's companies ranged from 19% in Poland and Great Britain to 31.4% in Italy.

The management reviews periodically the approach adopted in preparation of tax returns where the applicable tax regulations are subject to interpretation. When justified, a provision is created for the expected tax payable to tax authorities.

	Period of 3 months ended on 31-03-2021	Period of 3 months ended on 31-03-2020
Current income tax expense	126.6	10.5
Deferred income tax expense	(88.0)	(୧.8)
Income tax expense - continued operations	38.6	3.7
Current income tax expense	0.2
Income tax expense - discontinued operations	0.2	ı

	Period of 3 months ended on 31-03-2021		Period of 3 months ended on 31-03-2020
Profit (loss) before tax		136.4		(7.5)
Tax using the Group's domestic tax rate	19.0%	25.9	19.0%	(1.4)
Effect of tax rates in foreign jurisdictions	(1.3%)	(1.8)	-
Tax effect of:
Tax-exempt income	(2.3%)	(3.1)	(4.0%)	(0.3)
Non-deductible expenses	7.0%	ਰ 5	(1.3%)	0.1
Income tax at annual expected rate	22.5%		16.3%
Adjustments for individual tax credits or debits arising from significant transactions:
Unrecognized deferred tax asset for tax losses reported during the period	7.5%	10.2
Deferred tax written off as a result of the subsidiary liquidation			(70.7%)	53
Other	0.1%	(2.1)
Income tax expense		38.6		3.7
Effective tax rate		28.3%		(49.0%)

The tax rate was higher in 2021 due to higher proportion of non-tax deductible costs, i.e. mainly costs related to the Management Incentive Plan (MIP).

9 Earnings per share (EPS)

Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the parent (after adjusting for interest on convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. In the period covered by the Interim Condensed Consolidated Financial Statements, there were no equity instruments diluting the weighted average number of ordinary shares issued used to calculate basic earnings per share. The following table reflects the profit and share information used in the basic and diluted EPS calculations:

	Period of 3 months ended on 31-03-2021	Period of 3 months ended on 31-03-2020
Profit attributable to ordinary equity holders of the parent:
Continuing operations	97.8	(11.2)
Discontinued operations	(4.0)	(0.6)
Profit attributable to ordinary equity holders of the parent for basic EPS	93.8	(11.8)
Effect of dilution	-
Profit attributable to ordinary equity holders of the parent adjusted for the effect of dilution	93.8	(11.8)
Weighted average number of ordinary shares for basic EPS®	500.0	529.0
Basic / Diluted earnings per share (in PLN)	0.19	(0.02)
Basic / Diluted earnings per share (in PLN) - Continuing operations	0.20	(0.02)
Basic / Diluted earnings per share (in PLN) - Discontinued operations	(0.01)	(0.00)

9 The weighted average number of shares takes into account the weighted average effect of changes in shares during the year

As discussed the Group undergone the reorganisation during the period where new shares were issued to existing shareholders in exchange for the shares in Integer.pl. For the purpose of calculation of EPS a constant exchange ratio was used.

	Period of 3 months ended on 31-03-2021	Period of 3 months ended on 31-03-2020
Weighted average number of shares of Integer.pl outstanding during the period pre-reorganisation	17.541.213	18,571,298
Share conversion ratio	285	285
Number of share converted to InPost shares	500.000.000	529 281 993
Weighted average number of InPost outstanding during the period post-reorganisation	500.000.000	Not applicable
Weighted average number of ordinary shares for basic EPS at the end of the period	500.000.000	529,281,993

10 Dividends paid and proposed for payment

With regard to dividends paid and proposed for payment there are no significant changes to the information disclosed in the Annual Consolidated Financial Statements of Integer.pl Group for 2020. Please also refer to the information disclosed in note 1.1.1 regarding the reorganisation.

Share capital 11

Series	Face value	Value in EUR as at 31-03-2021	Value in EUR as at 31-12-2020
Normal shares	EUR 0.01 each	500,000,000	3,100,000
		500,000,000	3,100,000

On January 26 Supervisory Board allowed Management, in accordance to articles of association, to increase share capital to value of EUR 5m, increase was covered by contribution of Integer.pl S.A. shares and InPost Technology S.a.r.I shares from AI Prime BIDCO. Please see also the detailed information in note 1.1.1 regarding the Group reorganisation.

12 Property, plant and equipment

Property, plant and equipment	Land and buildings	Machinery and equipment	Vehicles	Other	Rou	Assets under construction	Tota
Cost at 01-01-2021	14.6	1,280.8	6.5	16.5	942.0	75.7	2,336.1
Additions 10	1.0	99.6		1.1	6.2	59.9	167.7
Additions - leases]					84.2		84.2
Disposals		(5.6)		(0.1)	(10.2)	(3.4)	(19.3)
Other movements							. –
Effect of movements in exchange rates		8.7		0.1	0.8		ರಿ ನ
Cost at 31-03-2021	15.6	1,383.4	6.5	17.5	1,023.0	152.1	2,578.1
Accumulated depreciation at 01-01-2021	3.5	357.9	0.8	7.0	377.5		746.7
Depreciation for the period	0.8	34.5	0.2	1.4	71.4		108.3
Disposals		(5.2)		(0.1)	(4.6)		(9.9)
Other movements		(0.8)					(0.8)
Effect of movements in exchange rates		33			0.6		3.9
Accumulated depreciation at 31-03-2021	4.3	389.7	1.0	8.3	444.9		848.2
Impairment losses at 01-01-2021		13.5			4.6	6.1	24.2
Impairment loss		0.1				0.1	0.2
Reversal of impairment losses
Disposals						(3.4)	(3.4)
Other movements
Effect of movements in exchange rates
Impairment losses at 31-03-2021		13.6	-	-	4.6	2.9	21.0
Carrying amount at 31-03-2021	11.3	980.1	5.5	9.2	573.5	129.3	1,708.9

^® Additions of machinery and equipment of new APMs, additions of Assess under construction are maily production materials for production of new APMs and produced APMs not yet deployed

^" Additions of leases compremises of new leases mainted to purpose of Als cleplyments and new warehouses. On the top of that additions are also generated by ground agreements renewals and adjustments of the right of use in connection with the signed annexes to lease agreements

Property, plant and equipment	Land and buildings	Machinery & equipment	Vehicles	Other	Rou	Assets under construction	Total
Cost at 01-01-2020	10.6	873.6	1.4	10.3	497.1	70.4	1,463.4
Additions	4.2	415.1	5.1	65		5.1	436.0
Additions - leases					511.7		511.7
Disposals	(0.2)	(15.3)		(0.4)	(55.0)		(70.9)
Other movements12		1.1			(12.4)		(11.3)
Effect of movements in exchange rates		6.3		0.1	0.6	0.2	7.2
Cost at 31-12-2020	14.6	1,280.8	6.5	16.5	942.0	75.7	2,336.1
Accumulated depreciation at 01-01-2020	2.3	262.6	0.5	4.2	169.6		439.2
Depreciation for the period	1.2	103.0	0:3	3.2	222.4		330.1
Disposals		(12.7)		(0.4)	(11.0)		(24.1)
Other movements 12		1.9			(3.9)		(2.0)
Effect of movements in exchange rates		3.1			0.4		3.5
Accumulated depreciation at 31-12-2020	3.5	357.9	0.8	7.0	377.5	l	746.7
Impairment losses at 01-01-2020	-	14.9			રે. દિવેલા કરવામાં આવેલું એક ગામનાં મુખ્યત્વે ખાતે ખાતે ખેત	4.7	26.2
Impairment loss		0.8				1.2	2.0
Reversal of impairment losses		(0.4)					(0.4)
Disposals		(1.8)			(2.0)		(3.8)
Other movements 2
Effect of movements in exchange rates						0.2	0.2
Impairment losses at 31-12-2020		13.5			4.6	6.1	24.2
Carrying amount at 31-12-2020	11.1	909.3	5.7	9.5	559.9	69.6	1,565.1

ll Other movement in 2020 are mainly related to the value of the right of use in connection with the signed annexes to lease agreements

13 Leases

13.1 Leasing liabilities

Leasing liabilities, along with analysis of maturity, are presented in the table below.

Balance as at	31-03-2021	31-12-2020
Total	559.7	536.6
up to 1 year	233.2	232.7
from 1 to 3 years	150.7	131.6
from 3 to 5 years	119.6	116.9
more than 5 years	56.2	55.4

Other assets 14

	31-03-2021	31-12-2020
Non-current	45.2	0.8
Prepaid services	2.2	0.8
Prepayments for property, plant and equipment and intangible assets	43.0
Current	11.5	702
Policies, other insurance	1.1	1.7
Prepaid services	10.4	5.0
Prepayments for property, plant and equipment and intangible assets		635

As of 31.12.2020, the Group presented the prepayments made for the acquisition of property, plant and equipment within Other assets (current). Starting from 2021, the Group changed the presentation and the prepayments made are included in the line Other assets (non-current). In the Management's view, this presentation better reflects the expectation relating to the nature as well as the future use of these prepayments, i.e. acquisition of non-current assets used for the Group's needs instead of future potential resale of the assets acquired as it took place in previous years.

15 Trade and other receivables

	31-03-2021	31-12-2020
Trade receivables	358.0	407.6
Other receivables	25.7	27]
Trade and other receivables	383.8	43471
Trade receivables	31-03-2021	31-12-2020
Trade receivables at fair value through profit or loss (designated to be subject to non-recourse factoring arrangements)	81.1	833
Trade receivables (gross) at amortized cost	3548	401.1
Expected credit losses - individual approach	(73.7)	(74.0)
Expected credit losses-collective approach	(4.2)	(2.8)
Total trade receivables	358.0	407 6

The movements in the expected credit losses allowance of trade receivables measured at amortised cost are set out in the table below:

	31-03-2021	31-03-2020
Opening balance	76.8	87.8
Decrease - utilization
Expected/incurred credit losses recognised / (reversed)	1.1	1.8
Closing balance	77.9	89.6

	31-03-2021	31-03-2020
lmpairment loss (gain) – trade receivables	1.7	18
Impairment loss (gain) - other non-current receivables
Impairment loss (gain) - other receivables (financial assets)
Total impact on profit or loss for the year	7.7	18
Of which:
Continued operations (impairment of trade receivables and other financial assets)	1.1	1.8
Discontinued operations	1

	Trade receivables
3 F03-2021	Current	0-60 days	61-365 days	Total
Expected credit loss rate	0.3%	0.6%	16.8%
Estimated gross carrying amount at default	333.3	16.7	11.9	3619
Expected credit loss	1.0	0.1	2.0	3.1

The expected credit loss (individual approach) is calculated as expected gross carrying amount of the financial asset at default date multiplied by expected credit loss rate, the product of probability of default index (PD) calculated for each ageing bucket (1.7% for current receivables, 3.6% for receivables between 0-60 days and 100% for the receivables over 61 days) and loss given default (LGD) index of 16.8%.

31-12-2020	Trade receivables
	Current	0-60 days	61-365 days	Total
Expected credit loss rate	0.3%	0.6%	16.8%
Estimated gross carrying amount at default	389.3	14.6	5.7	409.6
Expected credit loss	1.1	0.1	1.0	22

16 Cash and cash equivalents

	31-03-2021	31-12-2020
Cash in bank and on hand	286.8	74444
Including cash in VAT accounts (restricted)	ട്.	8.2
Total cash	286.8	14444
Including in currency:	395	25.9
Cash in EUR converted to PLN	33.8	21.2
Cash in GBP converted to PLN	53	42
Cash in USD converted to PLN	0.4	0.4
Cash in other foreign currencies converted to PLN		0.1

17 Loans and borrowings

Increase in loans and borrowings by PLN 1,351.9 m (PLN 2,119.0 m as at March 31, 2021, compared to PLN 767.1 m as at December 31, 2020) was due to:

• New loan received from bank consortium (loan agreement signed on January 25, 2021 see note 3) in the amount of PLN 1,950 m. Commission fee in amount of PLN 27.2 m was paid to banks.
• Full repayment of the loans received by Integer.pl from Al Prime (Bidco) S.a.r.l. in the amount of PLN 648.7 m,
• Utilization of additional PLN 116.6 m of existing revolving facilities
• · Repayment of PLN 4.6 m of collateralized loans.

The table below shows the details of new loans and borrowings:

Lenders	Bank Handlowy w Warszawie SA, Bank Pekao SA, BNP Paribas Bank Polski SA, Goldman Sachs Bank Europe SE, JP Morgan AG, mBank SA, PKO BP SA, Barclays Bank Ireland PLC, DNB Bank Polska SA, Erste Group Bank AG, ING Bank Slaski SA Term Facility
Type	Term Facility	Revolving Facility
Currency	PLN	PLN
Agreement	Agreement of 25/01/2021 IPO Facilities Agreement
Purpose	Not specified Not specified
Interest rate	WIBOR IM + 2%	WIBOR IM + 2%
Nominal value	PLN 1.950 m	PI N 800 m
Carrying amount 2021 1,930.6		116.8
Due date	28.01.2026
Covenants	Financial covenant under the senior facilities to maintain a maximum leverage ratio of 4.25× calculated on basis of definitions in aqreement

18 Other financial liabilities

	31-03-2021	31-12-2020
Non-current	326.5	304.0
Lease liabilities	326.5	304.0
Current	233.2	232.7
Lease liabilities	233.2	232.6
Factoring liabilities		0.1
Total	559.7	536.7

19 Reconciliation of movements of liabilities to cash flows arising from financing activities

31-03-2021	Loans and borrowings	Lease liabilities	Factoring liabilities
Amount at the beginning of period	767.1	536.6	0.1
Changes from financing cash flows
Proceeds from loans and borrowings	2.066.6
Payment of principal portion of lease liability		(62.3)
Repayment of loans and credits	(644.8)

Repayment of interest and commission on the loan	(37.3)	(65)
Total changes from financing cash flows	1,384.5	(68.8)
Other changes
Lease additions	-	82.4
Interest cost	12.2	65
Other changes	0.9	(1.2)	(0.1)
Effect of changes in foreign exchange rates	(45.7)	4.2
Total liability-related other changes	(32.6)	91.9	(0.1)
Amount at the end of period	2,119.0	559.7

31-03-2020	Loans and borrowings	Lease liabilities	Factoring liabilities
Amount at the beginning of period	618.2	274.8	2.0
Changes from financing cash flows
Proceeds from loans and borrowings	150.9		0.3
Payment of principal portion of lease liability		(44.2)
Repayment of loans and credits	(0.5)
Repayment of interest and commission on the loan	(18.4)	(4.8)
Total changes from financing cash flows	132.0	(49.0)	0.3
Other changes
Lease additions	-	855
Interest cost	21.3	4.8
Other changes	(4.8)	18	(2.0)
Effect of changes in foreign exchange rates	42.5	7.9
Total liability-related other changes	59.0	100.0	(2.0)
Amount at the end of period	809.2	325.8	0.3

20 Contingent liabilities

With regard to contingent liabilities there are no significant changes to the information disclosed in the Consolidated Financial Statement of Integer.pl Group for 2020.

Coverage of net cost of common services provided by the appointed operator – Poczta Polska (contingent liability)

InPost sp. z o.o.is registered as a postal operator in the register maintained by the Polish authority charged with regulating postal operators. The Polish Postal Act provides that universal postal services, comprising sorting, transport and delivery of letter- -post items and postal parcels of specified dimensions, are provided by the designated operator (currently, Poczta Polska S.A. ('Polish Post')), Based on these regulations, the designated operator may apply for a certain subsidy in the form of the financing of the net cost, due to the fact that designated operator is obliged to fulfil a number of obligations, including providing services throughout the country and incurs certain costs..

The net cost is the difference between the justified net cost of operations of the designated operator and the net cost of operations of the same operator providing postal services but not subject to the universal service obligation, minus the indirect benefits related to the provision of universal services and the benefits resulting from special or exclusive rights granted to the designated operator. InPost is subject to claims from Polish post for 2013 amounting to PLN 3.2 m and currently, as at moment of

publishing this interim condensed consolidated financial statement, the President of UKE is expected to determine the amount of participation in the surcharge from InPost Sp. z o.o. The detailed information were provided for in the annual in the Consolidated Financial Statement of Integer.pl Group for 2020.

The Group did not recognise the provision for the 2013 claim as the Management expects that the outcome of the proceeding will be favourable for InPost Sp. z o.o.

For the years 2014-2019 no loss had been reported by Polish Post. In 2020 the Polish Post did report a loss and is going to apply for the subsidy for this year. The Management is not able to reliably estimate the amount of potential claim towards InPost Sp. z o.o. raised in relation to the year 2020.

	Provision for exit costs	Employee benefits	Performance Cash Bonus bonuses	Plan	Provision for holidays and bonuses	Other	Total
Balance as at 31.12.2020	5.0	6.5	7.1	28.8	7.0	1.8	56.2
Recognition/ Creation		3.5	8.0	4.0	11.0	1.6	28.1
Reversal
Utilisation	(3.8)		(7.1)	(14.1)	(7.0)		(32.0)
Balance as at 31.03.2021	1.2	10.0	8.0	18.7	11.0	3.4	52.3

Provisions and accruals 21

22 Share-based payment

The Key Management Personnel of the Group has been granted shares in AI Prime & CY S.C.A. ("MIP Shares")as part of the Management Incentive Plan ("MIP").The F-class shares had been purchased by the MIP participants at a nominal value of 0.07 EUR per share. The detailed information about the programme were disclosed in the annual consolidated financial statements of Integer.pl a of 31.12.2020.

As at 31 March 2021, the Management's estimate with regards to the Exit dates used as at 31 December 2020 did not change. As a result the remaining cost will be recognised over the assumed period. Total costs recognized in statement of profit or loss for the period of 3 months 2021 amounted to PLN 48.1m. The higher costs as compared to prior year was mainly caused by the new granting under this programme of 7,8% MIP shares which occurred in January 2021 and vested in 40% at the time of the IPO. Also the awards granted before 31.12.2020 vested in 40% at the IPO date. This charge is presented in the payroll costs. The estimate fair value of the awards granted in January 2021 amounted to EUR 300 per share and was determined using the same option price model as described in annual consolidated financial statements of Integer.pl.

The following table presents the number and change in MIP Shares during the year:

	31-03-2021	31-12-2020
	MIP Shares granted	MIP Shares granted
Outstanding at 1 January	971,976.0	957,704.0
Granted during the year	11,328.0	14.272.0
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at the end of period	1,083,304.0	971,976.0

Accordingly, the Company recognizes an expense over the vesting period along with a corresponding parent contribution recognized in equity (other provisions) for the MIP Shares granted on those dates.

	31-03-2021	31-03-2020
Expense arising from MIP	48.1	0.9
Total expense	48.1	0.9

In 2021 the Company was listed on Amsterdam stock exchange which resulted in closing of the MIP programme admissions, i.e. no further granting will be performed from this programme.

23 Other liabilities

Current other liabilities	31-03-2021	31-12-2020
Non-financial liabilities
Payroll liabilities	209	20.8
Advances received	-	0.1
Liabilities to the state	30.4	45.4
Financial liabilities
Other reserves	-	0.3
Liabilities due to dividend payment and share redemption	1	529
Other current liabilities total	51.3	119.6

24 Trade and other payables

	31-03-2021	31-12-2020
Financial liabilities
Trade payables	218.2	24141
to related entities	-
to third parties	218.2	247.8
Other payables	55.1	44.6
Liabilities from settlement of cash-on-delivery option	23.4	25.3
Investment liabilities	31.0	17.8
Other	0.7	1.5
Trade and other liabilities total	273.3	2923

25 Guarantees and other securities

As at March 31, 2021 the total amount of granted bank guarantees on behalf of companies from the Group amounted to PLN 61.2 m (as at March 31, 2020 amounted to PLN 31.4 m). Bank guarantees are a collateral for the obligations from contracts signed by the Group.

26 Related-party transactions

The services rendered for the Group by related parties (Key management personnel) consist of following: management, quality control, marketing, distribution, advertising, legal consulting, deliveries of materials. No impairment allowance has been recognized in respect of these transactions. Receivables from related entities are not interest-bearing and hedged. Repayment terms are on market terms.

Related party transactions
Entity's name (Key Management personnel)	Transactions
	31-03-2021	31-03-2020
Purchases
Consulting Services Marcin Pulchny	0.3	0.1
F.H. Fenix Rafał Brzoska	0.3	0.3
Lidar Management Dariusz Lipiński	0.4	0.1
FINSTRAT Adam Aleksandrowicz	0.2	0.3
QUANTUM Damian Niewiadomski	0.3	0.4
Usługi Doradztwa biznesowego Sebastian Anioł	1.3	0.7
Just Trust Izabela Karolczyk-Szafrańska	0.9	0.6
ML Trade Michał Lis	0.8	0.6
Magdalena Ociepka	0.8	0.6
Michał Wróbel	0.6	05
Łukasz Turczyński	0.6	05
Total	6.5	4.7

Entity's name (shareholder)	Transactions
	31-03-2021	31 -12-2020
Liabilities
Advent International Corporation	0.8	0.8
Total	0.8	0.8

Related party transactions and balances
	Transactions		Balances
Entity's name	Period of 3 months ended months ended on 31-03-2021	Period of 3 on 31-03-2020	As at 31-03-2021	As at 31-12-2020
Associates - revenues and receivables
EasyPack Plus Self Storage LLC (UAE) (other related party)
Associated Entity - Al Prime Bidco S. a r. l. (the previous shareholder, currently entity controlled by the current shareholder)
Loan and related interest			-	(690.7)
Other liabilities (dividends and share redemption)				(52.9)
Finance income
Finance costs	3.7	18.3	-

In 2021 as a result of reorganization that was described in note 1 all Loan Liabilities towards Al Prime Bidco S.a.r.I were paid along with liabilities related to Share premium redemption in amount PLN 1.238,1 mil. In addition, as of the reorganisation, the liabilities from the dividend payment recognised as of 31.12.2020 in the amount of PLN 40 m were cancelled and derecognised (see further details in note 1.1.1.).

27 Financial instruments by category

		Carrying amount
	Category under IFRS 9	31-03-2021	31-12-2020
Financial assets measured at fair value through profit or loss
Derivative instruments other than used for hedging	at FVTP
Trade receivables designated to be transferred under non-recourse factoring arrangements	at FVTPL	81.1	91.6
Financial assets not measured at fair value
Trade receivables not transferred to non- recourse factoring and other receivables	at amortized cost	276.9	3243
Other receivables - current	at amortized cost	8.4	47
Other receivables - non-current	at amortized cost	3.0	6.0
Loans granted	at amortized cost	-
Cash and cash equivalents	at amortized cost	286.8	74444
Total financial assets		656.2	574 0

		Carrying amount
	Category under IFRS 9	31-03-2021	31-12-2020
Financial liabilities measured at fair value
Derivative instruments other than used for hedging	FVTPL
Financial liabilities not measured at fair value
Current loans and borrowings	At amortized cost	135.7	23.7
Non-current loans and borrowings	At amortized cost	1.983.3	74.4
Trade and other payables	At amortized cost	273.3	2923
Non-current lease liabilities	Other financial liabilities	326.5	304.0
Current lease liabilities	Other financial liabilities	233.2	232.6
Other financial liabilities	At amortized cost	-	0.3
Current factoring liabilities	At amortized cost		0.1
Total financial liabilities		2,952.1	1,596.4

In case of financial assets and financial liabilities not measured at fair carrying amounts are reasonable approximation of their fair values as at 31 March 2021 and 31 December 2020.

Trade receivables under factoring arrangements are measured at fair value based on factoring arrangements provisions regarding transfer of receivables, which are assessed by the management as reflecting the market prices as of the reporting date. These financial instruments are considered level 2 of fair value hierarchy.

28 Financial risk management objectives

With regard to the assessment of financial risk management, there are no significant changes to the information disclosed in the Annual Consolidated Financial Statements of Integer.pl Group for 2020.

29 Events after the balance sheet date

Planned acquisition of Mondial Relay

On April 6, 2021 was announced that following the receipt of the unanimous favourable opinion of Mondial Relay's Worker's Council and the subsequent exercise of the put option granted to the Seller, the Company entered into a binding share purchase agreement with respect of the acquisition of 100% of the share capital and voting rights of Mondial Relay. The purchase is planned to be financed by a bridge facility which had been already secured by an engagement letter with a consortium of banks. The transaction is anticipated to finalize in July following a favourable anti-monopoly office decision.

Establishment of bond programme

On May 11, 2021 InPost S.A. has signed an agreement with Bank Polska Kasa Opieki S.A. and BNP Paribas Bank Polska S.A. as co-arrangers and dealers, and ING Bank Śląski S.A. as dealer, to establish a Polish bond program (the "Program"). The Program provides InPost S.A. with the flexibility to carry out a series of PLN-denominated bond issuances, governed by Polish law, up to the aggregate nominal value of PLN 1 billion outstanding at any time under the Program. The proceeds of the programme are planned to be used to re-finance the bridge facility referred to above. There were no issuance of bonds under this programme until the date of this financial statement.

Launching of the Long Term Incentive Plan

The LTIP is a discretionary share plan, under which the Supervisory Board may grant to eligible employees awards of shares (LTIP Awards). The shares will vest after a three-year performance period, subject to agreed performance metrics and to remaining in employment within the Group. The first granting took place in April 2021 and concerned about PLN 10.1 m worth of shares. The conditions for the 2021 LTIP realisation are based on a three-year performance period (2021 to 2023) and will be determined by InPost Group EBITDA in 2023. Depending on the EBITDA target realization at the minimum level of PLN 285m the granted shares will either vest in full, vest partially or not vest at all.

Luxembourg, 10 June 2021

Rafał Brzoska President of the Management Board

Adam Aleksandrowicz Vice President of the Management Board

Enquiries:

InPost

Sherief Bakr, Investor Relations sbakr@inpost.pl +44 7756 205 027

Wojciech Kądziołka, Spokesman wkadziolka@inpost.pl +48 725 25 09 85

Powerscourt

James White and Elly Williamson

inpost@powerscourt-group.com

+44 7855 432 699 / +44 7970 246 725

* * *