DocuSign Envelope ID: DF943C10-1F0F-42D3-90F1-FA34BC2D84CB

 
DocuSign Envelope ID: DF943C10-1F0F-42D3-90F1-FA34BC2D84CB

DocuSign Envelope ID: DF943C10-1F0F-42D3-90F1-FA34BC2D84CB

PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg

T : +352 494848 1, F : +352 494848 2900, www.pwc.lu

Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256)

R.C.S. Luxembourg B 65 477 - TVA LU25482518

Audit report

To the Shareholders of

InPost S.A.

Report on the audit of the annual accounts

Our opinion

In our opinion, the accompanying annual accounts give a true and fair view of the financial position of

InPost S.A. (the “Company”) as at 31 December 2022, and of the results of its operations for the year

then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation

and presentation of the annual accounts.

Our opinion is consistent with our additional report to the Audit Committee or equivalent.

What we have audited

The Company’s annual accounts comprise:

• the balance sheet as at 31 December 2022;

• the profit and loss account for the year then ended; and

• the notes to the annual accounts, which include a summary of significant accounting policies.

Basis for opinion

We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016

on the audit profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as

adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (CSSF). Our

responsibilities under the EU Regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted

for Luxembourg by the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises

agréé” for the audit of the annual accounts” section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Company in accordance with the International Code of Ethics for Professional

Accountants, including International Independence Standards, issued by the International Ethics

Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with

the ethical requirements that are relevant to our audit of the annual accounts. We have fulfilled our other

ethical responsibilities under those ethical requirements.

To the best of our knowledge and belief, we declare that we have not provided non-audit services that

are prohibited under Article 5(1) of the EU Regulation No 537/2014.

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Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the annual accounts of the current period.

These matters were addressed in the context of our audit of the annual accounts as a whole, and in

forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

How our audit addressed the key audit

matter

Impairment of Investments in shares and loans to

affiliated undertakings

Refer to Note 2.4 to the annual accounts.

Investments in shares and loans to affiliated

undertakings (financial fixed assets) amount to

8,392 million EUR or approximately 99.5% of the

total assets of the Company at year-end.

The most significant investment is the holding of

100% in Integer.pl S.A. (carrying amount of 7,995

million EUR), Integer France SAS (carrying amount

of 215 million EUR) and the most significant loans

being with Integer.pl S.A. (carrying amount of 175

million EUR, including accrued interests), and

Integer France SAS (carrying amount of 318 million

EUR, including accrued interests), representing

separately 94% and 5.5% and in total 99.5% of the

total assets of the Company at year-end.

Management performed an annual impairment test

to assess whether the recoverable amount of each

of those financial assets is at least equal to their

respective carrying value. As result an impairment of

316 million EUR was recorded in value adjustments

in respect of financial assets and investments held

as current assets.

The recoverable amount can be determined through

different valuation techniques; the most regularly

used by Management being the discounted cash

flow (DCF) model.

This matter was of particular significance to our audit

as Management's assessment of the recoverable

amount required estimation and judgment, such as

future expected cash flows generated by the

Our procedures over the impairment of

financial fixed assets include, but are not

limited to:

• Gaining an understanding of the

Management's process and controls

related to the identification of the

impairment indicators and the

impairment test of the investments and

loans to affiliated undertakings (financial

fixed assets);

• Assessing the Company's ability to

reliably determine the recoverable

amount of its financial fixed assets,

notably the method for determining the

future discounted cash flows;

• Assessing key assumptions used by the

Management in the impairment tests by

reference to the budgets approved by the

Board of Directors , data external to the

Group, our understanding as well as to

the historical data and performance;

• Involving valuation specialists to test

discount rates and long term growth rate

retained by Management;

• Verification of the mathematical

accuracy of the model;

• Evaluating the adequacy of the related

disclosure.

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financial assets, the discounting factor and other key

assumptions of the DCF model.

Other information

The Board of Directors is responsible for the other information. The other information comprises the

information stated in the management report and the Corporate Governance Statement but does not

include the annual accounts and our audit report thereon.

Our opinion on the annual accounts does not cover the other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the annual accounts, our responsibility is to read the other information

identified above and, in doing so, consider whether the other information is materially inconsistent with

the annual accounts or our knowledge obtained in the audit, or otherwise appears to be materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement

of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and those charged with governance for the annual

accounts

The Board of Directors is responsible for the preparation and fair presentation of the annual accounts in

accordance with Luxembourg legal and regulatory requirements relating to the preparation and

presentation of the annual accounts, and for such internal control as the Board of Directors determines

is necessary to enable the preparation of annual accounts that are free from material misstatement,

whether due to fraud or error.

In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and

using the going concern basis of accounting unless the Board of Directors either intends to liquidate the

Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting

process.

The Board of Directors is responsible for presenting and marking up the annual accounts in compliance

with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic

Format (“ESEF Regulation”).

Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the annual accounts

The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as

a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016

and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when

it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of these annual accounts.

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As part of an audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and

with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain

professional scepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the annual accounts, whether due to fraud

or error, design and perform audit procedures responsive to those risks, and obtain audit evidence

that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• obtain an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control;

• evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the Board of Directors;

• conclude on the appropriateness of the Board of Directors’ use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty exists related

to events or conditions that may cast significant doubt on the Company’s ability to continue as a

going concern. If we conclude that a material uncertainty exists, we are required to draw attention in

our audit report to the related disclosures in the annual accounts or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to

the date of our audit report. However, future events or conditions may cause the Company to cease

to continue as a going concern;

• evaluate the overall presentation, structure and content of the annual accounts, including the

disclosures, and whether the annual accounts represent the underlying transactions and events in a

manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and communicate to them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, actions

taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that

were of most significance in the audit of the annual accounts of the current period and are therefore the

key audit matters. We describe these matters in our audit report unless law or regulation precludes

public disclosure about the matter.

We assess whether the annual accounts have been prepared, in all material respects, in compliance

with the requirements laid down in the ESEF Regulation.

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Report on other legal and regulatory requirements

The management report is consistent with the annual accounts and has been prepared in accordance

with applicable legal requirements.

The Corporate Governance Statement is included in the management report. The information required

by Article 68ter Paragraph (1) Letters c) and d) of the Law of 19 December 2002 on the commercial and

companies register and on the accounting records and annual accounts of undertakings, as amended,

is consistent with the annual accounts and has been prepared in accordance with applicable legal

requirements.

We have been appointed as “Réviseur d’Entreprises Agréé” by the General Meeting of the Shareholders

on 19 May 2022 and the duration of our uninterrupted engagement, including previous renewals and

reappointments, is 2 years.

We have checked the compliance of the annual accounts of the Company as at 31 December 2022 with

relevant statutory requirements set out in the ESEF Regulation that are applicable to annual accounts.

For the Company it relates to the requirement that:

• the annual accounts are prepared in a valid XHTML format;

• the XBRL markup of the annual accounts uses the core taxonomy and the common rules on markups

specified in the ESEF Regulation.

In our opinion, the annual accounts of the Company as at 31 December 2022, identified as

Standalone_Financial_Statements_of_InPost_SA.xhtml, have been prepared, in all material respects,

in compliance with the requirements laid down in the ESEF Regulation.

PricewaterhouseCoopers, Société coopérative

Represented by

@esig

Brieuc Malherbe

Luxembourg, 30 March 2023

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Signed by /

Podpisano przez:

Rafał Brzoska

Date / Data:

2023-03-29

21:17

Signed by /

Podpisano przez:

Adam

Aleksandrowicz

Date / Data:

2023-03-29 21:19