InPost S.A.

From Leaflets to Lockers: Poland's Most Important Invention Since the Solidarity Poster

In the early hours of a Warsaw morning, before the cafés open and before the trams begin to fill, a fleet of InPost vans completes a circuit of the city's orange-and-grey locker machines. By seven o'clock, parcels from hundreds of thousands of online orders are waiting inside 25,000 locker locations across Poland — positioned within a seven-minute walk of nearly 90% of residents in every major Polish city. No missed deliveries. No time windows. No standing at the door hoping the courier arrives before you leave for work.

This is the Paczkomat® — the automated parcel machine that Rafał Brzoska first planted on a Warsaw pavement in 2009, when e-commerce in Poland was still a novelty and the idea of a self-service locker felt, to many investors, like a solution to a problem that did not yet exist. Today, 93% of Polish consumers name InPost's APM network as their preferred delivery method. The company has built the largest locker network in Europe, expanded into nine countries, delivered 1.4 billion parcels in 2025, and in February 2026 became the subject of a €7.8 billion takeover offer from a consortium led by FedEx — the global logistics giant that spent decades building its own last-mile infrastructure and concluded it was cheaper and smarter to buy InPost's instead.

At Fides Polonia, we invest in businesses that have built something genuinely difficult to replicate — where the moat is not a patent or a brand alone, but a physical network that compounds in value with every additional node, every additional merchant, and every additional parcel. InPost is, in our judgement, one of the most structurally compelling logistics businesses in Europe: a platform that becomes more valuable the more it is used, operating in markets where e-commerce penetration is still growing, and being pursued by the world's most experienced logistics operator at a price we consider a meaningful discount to the company's long-term intrinsic value.

Rafał Brzoska: From Leaflets to a €7.8 Billion European Champion

Rafał Brzoska founded Integer.pl in Kraków in 1999 as a leaflet distribution business — a modest starting point that gave no hint of what was to follow. By 2006, he had established InPost S.A. as a subsidiary, targeting the incumbent state-owned Polish postal monopoly with a faster, cheaper, private alternative. In 2007, he listed the parent company on the Warsaw Stock Exchange to fund his ambitions. By 2009, he had deployed the first Paczkomat® locker — a machine that, in those early years, generated just €500 a month while consuming €25 million in installation costs. Every investor on his board urged him to close it down.

Brzoska refused. He had identified something that the numbers did not yet show: that the e-commerce industry was growing faster than any incumbent logistics network could track, and that the consumer's fundamental complaint — the missed delivery, the inconvenient time window, the van that came while you were at work — was structural, not accidental. The parcel locker was not an answer to today's problem. It was the correct infrastructure for the decade that was coming. He was simply too early.

The Network Effect: Why Every New Locker Makes Every Existing Locker More Valuable

InPost is not, at its core, a delivery company. It is a network. The distinction matters enormously for the investment case. A delivery company competes on price, speed, and service quality — attributes that any well-capitalised competitor can eventually match. A network, by contrast, grows more valuable with scale: each new locker machine added to the network attracts new merchants who want to reach more consumers; each new merchant adds parcel volume that justifies further locker deployment; each new locker extends consumer coverage that attracts yet more merchants. The network feeds itself.

In Poland, this flywheel has been running for fifteen years and is now at the point of genuine dominance. InPost operates 27,600 locker machines in Poland alone, covering 64% of the population within a seven-minute walk and approaching 90% in cities. Its market share in the Polish out-of-home delivery segment is approximately 70%. The cost advantage that comes from this density — fewer miles per parcel, higher utilisation per machine, lower cost of sorting — produces EBITDA margins in Poland of 49.5%, a figure that would be the envy of almost any logistics business in the world.

The Poland Machine: A 49.5% EBITDA Margin Business

KGHM has its copper deposit. Orlen has its helium field. InPost has its locker density in Poland — an asset that took fifteen years and hundreds of millions of złoty to build, and that no competitor can replicate on any financially rational timeline. The unit economics of a mature InPost locker are extraordinary: once a machine is installed, deployed, and integrated into the routing network, every additional parcel it handles is nearly pure margin. Management have reported a more-than-40% reduction in cost per parcel over the past decade in Poland — a figure that reflects the compounding operational leverage of a dense, optimised, fully utilised network. In Q4 2025, the Polish EBITDA margin reached 49.5%. That is not a delivery company. That is a toll road.

Replicating Poland Across Europe: The Continent's Most Important Logistics Build-Out

The core investment thesis beyond Poland is straightforward: the same network effect that produced 49.5% EBITDA margins in Warsaw is now being deployed in Paris, London, Madrid, Rome, and Amsterdam. European e-commerce is growing structurally, consumer preference for out-of-home delivery is rising consistently, and no existing logistics operator has built a locker network of comparable scale or density. InPost is not entering these markets as a challenger — it is entering them as the only operator with a proven template for doing exactly this at European scale.

By 2025, more than half of InPost's revenue came from outside Poland for the first time — a milestone that confirmed the international expansion is not merely aspirational but commercially real. The Eurozone EBITDA margin reached 15.5% in 2025, up from 10% the previous year and still rising as locker utilisation in France and southern Europe approaches the inflection point that Poland passed a decade ago. The United Kingdom, while currently absorbing the integration costs of both Menzies Distribution and Yodel, grew volumes by 181% and is approaching the density levels at which margins begin to compound sharply.

The Numbers: A Platform Growing at 34%, With a 49% Margin Core

Why No Dividend Is the Right Policy

InPost pays no dividend, and we regard this as the correct capital allocation decision for a company at this stage of its development. The return on capital from deploying a new locker machine in France or the United Kingdom — at a point where the network is still below critical density and utilisation is still climbing toward the inflection point — far exceeds any return available from distributing cash to shareholders. Brzoska is compounding the business, not extracting from it. Every złoty retained and reinvested into the network today is purchasing the operational leverage that will produce the margin expansion visible in Poland tomorrow. Patient investors understand this. Impatient ones see a missing dividend line and miss the point entirely.

FedEx at the Door: What the €7.8 Billion Bid Tells Us About InPost's True Value

On 9 February 2026, InPost's Board announced it had agreed to a recommended all-cash takeover offer from a consortium comprising FedEx, existing shareholder Advent International, Rafał Brzoska's own investment vehicle A&R, and PPF — the Czech investment company of the Kellner family. The offer price of €15.60 per share represents a 17.3% premium to the closing price on the day before the announcement. Total deal value: approximately €7.8 billion, or roughly £6.8 billion.

The strategic logic from FedEx's perspective is transparent. InPost operates the densest out-of-home delivery network in Europe's three largest e-commerce markets — the UK, France, and Poland — and is growing volumes in each faster than the underlying e-commerce market. Building an equivalent network from scratch would cost multiples of the acquisition price and take ten or more years to reach comparable density. The takeover bid is, in a meaningful sense, a validation of everything the Fides Polonia investment thesis has argued: that InPost's network is worth far more than the market, on average, has been willing to pay for it.

The Number That DHL Does Not Want You to See

There is a question that rarely appears in equity research reports but that Fides Polonia considers essential to the investment case for any company operating in Poland: how much corporate income tax does this business actually pay to the Polish state? The answer, in InPost's case, is one of the most striking endorsements of this company that we can offer — not as sentiment, but as a factual measure of what it means to back a genuinely Polish enterprise over a foreign competitor that extracts value from Polish consumers while contributing almost nothing to the society that makes that extraction possible.

Now consider the comparison. DHL eCommerce — the German logistics operation that directly competes with InPost in the Polish parcel market, generating PLN 2.8 billion in Polish revenues — contributed zero in corporate income tax to Poland in 2024. Not a reduced amount. Not a small amount. Zero. All Polish DHL entities combined paid just PLN 20.2 million on revenues of PLN 5.5 billion — a rate of 0.4%. The profits are routed through Luxembourg, Frankfurt, and the Netherlands, and the Polish state sees almost none of them. The Polish roads DHL vans drive on are maintained by Polish taxpayers. The Polish hospitals treating the Polish couriers who work those routes are funded by Polish taxpayers. The Polish schools educating their children are paid for by Polish taxpayers. The entire foreign courier industry operating in Poland — DHL, DPD, FedEx, and others combined — paid just PLN 89.8 million in CIT for 2024. InPost alone paid PLN 375 million. Four times more. From one Polish company.

Over 10,000 Employees — and Growing After Yodel

InPost employs over 10,000 people directly across its group operations, as stated in its 2024 Annual Report — a figure that excludes the several thousand additional workers absorbed through the Yodel acquisition completed in April 2025. The large majority of these employees are based in Poland: the logistics operatives, the software engineers, the route planners, the customer service teams, the machine maintenance crews, and the warehouse sorters who make 1.4 billion parcel deliveries happen each year. They pay Polish income tax. They spend their wages in Polish shops and Polish restaurants. They raise their families in Polish cities and towns and send their children to Polish schools.

When you invest in InPost, you are not investing in a holding company registered in Luxembourg that happens to operate orange locker machines in Warsaw. You are investing in a Polish business — founded in Kraków, headquartered in Poland, staffed by Polish workers, paying Polish taxes at a rate that has grown by 99% in two years — that has built the most important logistics infrastructure in Central Europe and is now being recognised as such by the world's largest parcel carrier. The PLN 498 million InPost paid in CIT in 2025 alone funded more Polish public services than most companies of comparable scale pay in a decade. That is not a secondary consideration. For Fides Polonia, it is part of the investment thesis.

Why No One Can Build What InPost Has Built

At Fides Polonia, the first question we ask of any business is whether a well-capitalised competitor could replicate it in five years. For InPost's Polish operation — and, increasingly, for its French and UK networks — the answer is no. Not because of intellectual property, and not solely because of brand. Because of physical density.

A parcel locker network has a non-linear relationship between density and value. A city with 100 machines is useful to some consumers. A city with 500 machines is convenient for most. A city with 2,500 machines — where 90% of residents live within a seven-minute walk of a locker — is simply the infrastructure of daily life. At that point, the locker network is not a delivery option; it is the default. InPost crossed that threshold in Poland a decade ago, and the 93% consumer preference rating it commands today is the result. No competitor entering the Polish market now can close that gap within any commercially rational time horizon, because the cost of installation is not the problem — the time required to build the consumer habit is.

What Could Go Wrong

Fides Polonia requires intellectual honesty at every stage of the research process. The following material risks are acknowledged in full:

• ◆Deal completion risk. The FedEx-led takeover is expected to complete in H2 2026, subject to regulatory approval across multiple European jurisdictions. Competition authorities in the EU and UK will scrutinise the transaction. If the deal is blocked or significantly restructured, the share price would fall sharply as the take-private premium unwinds.
• ◆UK integration complexity. The consolidation of both Menzies Distribution and Yodel into the InPost UK network is an operationally complex exercise being undertaken at pace. Integration failures, cost overruns, or labour disputes could suppress UK margins and group EBITDA through 2026 and beyond.
• ◆International margin timeline. The investment thesis depends on Eurozone and UK margins following the Polish trajectory toward 40–50%. If European consumer adoption of out-of-home delivery is slower than expected, or if competitive dynamics force sustained price concessions, the timeline for margin expansion extends and the return profile weakens.
• ◆No dividend. InPost pays no dividend and has no near-term intention to do so. Income-oriented investors cannot participate in the compound return until the company transitions to a capital-return phase — which will not happen while the international build-out remains in progress.
• ◆Competition from Amazon Logistics. Amazon is systematically building its own last-mile delivery infrastructure across Europe and has the capital and volume to threaten InPost's merchant relationships in the UK and France. So far, the evidence suggests InPost is gaining rather than losing share, but Amazon's long-term strategic intent in European logistics is a legitimate watch item.
• ◆Delisting risk. If the FedEx consortium takeover completes as announced, InPost will be delisted from Euronext Amsterdam. Public equity investors will no longer be able to hold the stock. Participation in InPost's next growth phase — building toward FedEx's ambition of becoming the dominant European e-commerce enabler — will require private market access.

The Fides Polonia Verdict