1. Company Overview & Business Model

Żabka Group SA has evolved significantly since its founding in 1998, transforming from a chain of traditional convenience stores into what its management describes as an “ultimate tech-powered convenience ecosystem”.¹ The company’s stated mission is to “make people’s lives easier” by seamlessly integrating a vast physical retail footprint with a rapidly expanding digital platform, catering to the needs of modern, time-constrained consumers.¹ This strategic pivot is underpinned by a sophisticated organizational structure and a multi-faceted business model.

The Group is organized into three primary business units, each with a distinct strategic focus:

• Żabka Polska: This is the core and largest unit, responsible for all operational and commercial aspects of the retail business in Poland. It manages the development and operation of the physical convenience store network and oversees the Group’s extensive nationwide logistics infrastructure.²
• Żabka Future: Functioning as the Group’s innovation and technology engine, this unit is tasked with accelerating the development of the digital convenience ecosystem. It incubates new business concepts, such as the autonomous Żabka Nano stores, and develops the proprietary technology and AI-powered tools that support the entire Group’s operations.²
• Żabka International: This division is responsible for executing the Group’s foreign expansion strategy. Its initial and primary focus is the development of the convenience store network in the Romanian market, which it entered in 2023.²

Core Operations and Diversified Revenue Streams

Żabka Group’s revenue model is multifaceted, extending far beyond the simple sale of goods. The primary revenue stream is generated from the wholesale of a wide range of products to its extensive network of franchisees. This is further influenced by the retail margin that franchisees earn on the sales of these products to the end customer.¹

Beyond core retail, the company has strategically cultivated several other significant value drivers:

• Comprehensive Service Offerings: Żabka stores function as neighborhood service hubs, offering a full suite of services that drive significant foot traffic and create sticky customer relationships. These services include parcel delivery and collection (a critical piece of e-commerce logistics infrastructure in Poland), cash deposits and withdrawals, lottery ticket sales, utility bill payments, and the sale of gift cards.² This diversification transforms the stores from mere points of sale into indispensable local amenities.
• High-Margin Food Service: A key element of Żabka’s strategy is its strong focus on the high-margin Quick Meal Solutions (QMS) category. Marketed under the “Żabka Café” concept, this offering includes hot snacks, street food, and coffee, directly competing with Quick Service Restaurants (QSRs).¹ The assortment features a growing portfolio of private-label brands such as
  Tomcio Paluch sandwiches and Szamamm ready-to-eat meals, which provide margin enhancement and brand differentiation.⁵
• Digital Channels: Through its Żabka Future division, the Group has built a portfolio of digital businesses, primarily through strategic acquisitions. These include Maczfit, a leading direct-to-consumer (D2C) provider of prepared dietary meal plans, and Dietly.pl, a D2C online marketplace for comparing and ordering boxed meals.² The Group also operates rapid e-grocery delivery services under the
  Jush and delio brands, capturing a share of the growing online grocery market.⁷

The Franchise Model: A Cornerstone of the Business

The engine of Żabka’s rapid expansion and market penetration is its asset-light, fully franchised business model. Approximately 99% of the Group’s more than 11,000 stores are operated by a network of around 10,000 independent entrepreneurs.² This model has several profound strategic implications.

From a unit economics perspective, the model is highly attractive for aspiring entrepreneurs due to its remarkably low barrier to entry. A prospective franchisee is required to make an initial downpayment of only approximately PLN 5,000 for the cash register, an amount that is only marginally higher than the monthly minimum wage in Poland, making it a highly accessible path to business ownership.⁶

While franchisees are independent business owners, Żabka Group maintains tight strategic control over the most critical aspects of the operation. The Group holds the lease contracts for all store locations, designs the store layout, manages the entire supply chain and logistics, dictates the product assortment, and implements a data-driven pricing and promotion strategy.⁶ This structure allows Żabka to achieve the rapid scalability and capital efficiency of a franchise system while preserving the brand consistency, operational control, and quality standards of a corporate-owned chain. It effectively mitigates the common risks associated with franchising, such as brand dilution or inconsistent customer experience. The Group’s ability to hold the leases also provides the ultimate leverage, as it can replace underperforming franchisees at will to maintain the overall health of the network.

This franchise structure is not merely a capital-efficient growth strategy; it is a critical competitive advantage that functions as a regulatory moat. Poland’s Sunday trading ban, which forces most large-format retailers like supermarkets and discounters to close, includes an exemption for stores where the owner is physically present and operating the business.⁶ As independent entrepreneurs, Żabka’s franchisees qualify for this exemption, allowing their stores to remain open and capture significant revenue on Sundays when their largest competitors are shuttered. This legal framework has been a foundational element of Żabka’s market dominance in the convenience space.

Technology Platform and Digital Transformation

Żabka’s evolution into a “convenience ecosystem” is powered by a robust and deeply integrated technology stack. The company has made substantial investments in data analytics and digital tools, which are now central to its operational and strategic decision-making.

• The Żappka Mobile App: This application is the “digital gateway” to the ecosystem and the primary interface for customer engagement. With a massive user base of over 9.7 million, the app facilitates personalized promotions, manages a loyalty program, and integrates the Group’s various digital services.² It is a powerful tool for collecting granular data on consumer behavior, which in turn fuels the company’s data analytics engine.
• AI-Powered Decision Making: The Group leverages Artificial Intelligence (AI) across its core business processes. A proprietary AI-driven model analyzes millions of Polish addresses against hundreds of key performance indicators—including geospatial data, traffic patterns, and local affluence—to optimize the selection of new store locations and minimize cannibalization.⁶ This data-centric approach is also used to implement localized pricing and promotional strategies, tailoring each store’s offering to its specific customer base.¹¹
• Format Innovation (Żabka Nano): Demonstrating its technological leadership, Żabka has rolled out a network of Żabka Nano stores. These are fully autonomous, unmanned stores that operate 24/7, representing one of the largest such networks in Europe. This format allows the company to serve locations and customer needs that are unfeasible for traditional stores, such as office buildings, transport hubs, and university campuses.⁵

The heavy investment in these technologies signals a strategic pivot. Żabka is moving beyond being a traditional retailer that sells products and is becoming a data-driven enterprise that uses its vast retail footprint to understand, predict, and monetize consumer behavior at a hyper-local level. This creates a powerful competitive feedback loop: the app and in-store transactions generate data, which is analyzed to optimize assortment and promotions, which in turn drives more traffic and loyalty, generating even more data. This proprietary data is a significant and growing strategic asset.

2. Industry Analysis & Market Dynamics

Żabka Group operates within the Polish retail market, the largest food and beverage market in Central and Eastern Europe, with a population of nearly 40 million consumers.¹² The sector is dynamic and highly competitive, shaped by distinct consumer trends, a unique regulatory environment, and a strong macroeconomic backdrop.

The Polish Convenience Retail Market

The overall Polish grocery retail market was valued at approximately PLN 584 billion, with the convenience segment representing a significant sub-market of around PLN 113 billion.⁶ While the market is mature in terms of store density, it is still undergoing a structural shift. The convenience and discount channels are identified as having the most significant potential for future growth, largely at the expense of traditional, independent “mom-and-pop” grocers and larger-format hypermarkets.¹³ This ongoing modernization and consolidation provide a substantial runway for growth for organized, scaled players like Żabka.¹³ The convenience segment, in particular, is forecast to continue its expansion, driven by powerful and enduring shifts in consumer behavior.¹⁴

Key Industry Drivers (Tailwinds)

Several macroeconomic and social trends provide a strong tailwind for the modern convenience retail model in Poland.

• Favorable Consumer Behavior Shifts: Polish consumers are increasingly adopting a “little and often” shopping pattern. This is driven by several factors, including increasingly busy lifestyles, a higher number of average weekly working hours compared to Western Europe, a growing number of smaller households, and a pronounced consumer desire to save time.¹ There is a clear and growing appetite for convenient, local shopping options and high-quality, fresh food-on-the-go offerings.¹³ A 2024 survey indicated that 34% of Polish consumers are willing to pay significantly more for products and services that save them time, a core tenet of the convenience value proposition.¹
• Urbanization and Positive Demographics: Continued urbanization in Poland creates dense population centers where the convenience model thrives. Żabka’s target demographic of young, active, and urban consumers is a growing segment of the population.⁶
• Strong Economic Outlook: Poland’s economy has shown resilience and is projected to outpace most other European economies in terms of GDP growth, with forecasts suggesting rates of 2.5% in 2024 and 3.9% in 2025.¹⁵ This economic strength is expected to support rising real disposable incomes and a robust rebound in retail sales volume, creating a favorable macroeconomic environment for consumer-facing businesses.¹⁵

Industry Challenges (Headwinds)

Despite the positive drivers, the Polish retail market presents several significant challenges.

• Intense Price Competition: The market is characterized by fierce competition, led by the dominant discounters Biedronka and Lidl. These players are engaged in aggressive price wars, which effectively sets a price ceiling for the entire market and reinforces high price sensitivity among Polish consumers.¹⁶ While consumers value convenience, price remains a primary factor in the majority of retail food purchases.¹²
• Regulatory Uncertainty: The regulatory landscape is a critical factor. The Sunday trading ban, in its current form, is a major tailwind for Żabka. However, political discussions about its potential repeal or modification are ongoing. Any change that allows large-format stores to open on Sundays would represent a significant headwind for the entire convenience sector by introducing powerful new competition during a key trading period.⁶
• Inflationary and Cost Pressures: Like other European economies, Poland has faced elevated inflation, which erodes consumer purchasing power and increases operating costs for retailers, including energy, logistics, and labor.¹⁵ These pressures can squeeze margins if they cannot be fully passed on to the price-sensitive consumer.

Comparison to Other European Markets

The trends driving the Polish convenience market are mirrored across Europe. In markets like France and the U.K., major grocery operators are also strategically expanding their networks of smaller, urban “express” or “local” formats to capitalize on the shift towards more frequent, localized shopping.¹⁹ However, the Polish market context is distinct in several ways. The higher average working hours create a more acute need for time-saving solutions.¹ Furthermore, Poland’s stronger projected GDP and retail sales growth suggest a more dynamic market with a longer runway for expansion compared to the more saturated markets of Western Europe.¹⁵

The driver for convenience in this market is twofold, encompassing both time and location. The core value proposition is not just about the speed of the transaction, but about the extreme proximity of the stores to where consumers live and work. Żabka’s strategy of achieving unparalleled network density, with a goal of having a store within a 500-meter radius of 17 million consumers, creates a powerful “mental monopoly” for immediate needs and top-up shopping missions.⁷ For a consumer who needs a single item quickly, the marginal extra cost at Żabka is an acceptable trade-off for the immense convenience of not having to travel to a larger, more distant supermarket or discounter.

Furthermore, the dominant discounters function as both a competitive threat and an indirect catalyst for Żabka’s business model. By capturing the large, planned, weekly shopping mission, players like Biedronka and Lidl reinforce a pattern of consumer behavior. Once this bulk shopping is complete, any subsequent needs are, by definition, for smaller baskets. Żabka’s entire model—small format, high density, curated assortment of immediate consumption items—is perfectly optimized to serve this secondary “top-up” or “impulse” shopping mission, a mission for which the large-format discounter model is structurally ill-suited.

3. Competitive Positioning

Żabka Group has carved out a uniquely dominant position within the Polish retail landscape. While it competes broadly with a range of food retailers, its strategy has been to define and dominate a specific, high-growth niche, thereby insulating itself from direct, head-to-head competition with the market’s largest players.

Competitive Landscape Mapping

The Polish food retail market is fragmented and intensely competitive, with several distinct types of players:

• Discounters: This channel is the largest and is dominated by Biedronka (owned by Portuguese group Jeronimo Martins) and Lidl (owned by Germany’s Schwarz Group). With over 3,400 and 720 stores respectively, they are the market leaders in overall grocery retail and compete aggressively on price.⁶
• Supermarkets and Hypermarkets: This group includes domestic player Dino Polska, which has seen rapid growth, as well as international giants like Auchan, Carrefour, and Kaufland. These players compete on a wide product assortment and value, but have been losing share to the more nimble discounter and convenience formats.¹⁶
• Direct Convenience Competitors: This segment includes smaller-format chains such as Carrefour Express and Spar Express, as well as convenience offerings at forecourt retailers like PKN Orlen.⁶ However, Żabka has effectively consolidated this space over the years, with former competitors like Małpka Express and Freshmarket having been acquired by Żabka or ceasing operations.²¹

Market Share and Niche Dominance

An analysis of Żabka’s market share reveals the success of its niche strategy. In the context of the total Polish food retail market, Żabka’s share is relatively modest, estimated at less than 5%.⁶ This places it well behind market leader Biedronka (~22%) and the Schwarz Group (~11%).⁶

However, this aggregate figure is misleading. Żabka’s management defines its competitive arena more narrowly. Within what it terms its Directly Addressable Market (DAM), its share rises to over 20%. Most strikingly, within the specific “Modern Convenience” segment, Żabka’s market share is an overwhelming 90% or more.⁶ This demonstrates a near-monopolistic control over its chosen niche. The company’s strength is further evidenced by data from Q3 2024, which showed that while the broader small-format store category was losing market share, Żabka’s share within that category increased by 1.2 percentage points to 18.6%, indicating it is successfully capturing sales from less efficient, traditional grocers.¹⁰

Competitive Advantages (Moats)

Żabka’s dominant position is protected by a series of powerful and mutually reinforcing competitive advantages, or “moats,” that create significant barriers to entry for potential challengers.

• Unmatched Scale and Network Density: With a network of over 11,000 stores as of mid-2025, Żabka’s physical footprint is unparalleled in the convenience space.² This sheer scale creates immense brand visibility, customer convenience, and economies of scale in purchasing and logistics that would be nearly impossible for a new entrant to replicate.
• Capital-Light, Regulated-Advantaged Franchise Model: As detailed previously, the franchise model allows for rapid, capital-efficient expansion while providing a crucial and durable advantage via the exemption from the Sunday trading ban.⁶
• Powerful Brand Equity: Żabka is one of Poland’s most recognizable brands, with brand awareness estimated at approximately 90%.¹ The brand is synonymous with convenience in the minds of Polish consumers.
• Superior Logistics and Supply Chain: The company’s proprietary logistics network, featuring eight advanced distribution centers (including a fully automated facility) and 19 cross-docking hubs, is a core strategic asset. It enables frequent, reliable deliveries to its thousands of small-format stores, ensuring high in-stock levels and the availability of fresh products, which are critical for the convenience value proposition.⁶
• Data and Technology Leadership: The sophisticated use of AI for site selection and the rich customer data gathered through the Żappka app provide a significant data-driven edge over competitors in real estate, pricing, and personalized marketing.⁶

Operational Benchmarking vs. Dino Polska

While Żabka and Dino Polska often target different geographies and consumer missions, Dino is its closest publicly listed peer in Poland. A comparison of their operational metrics is instructive:

• Growth: Żabka has demonstrated a superior growth profile. Its consolidated revenue CAGR for the 2021-23 period was 25.9%. Analyst forecasts project an EBIT CAGR of 16.4% for 2023-26F, which is ahead of the 14.5% forecasted for Dino Polska.⁶
• Profitability: The two companies exhibit similar levels of underlying profitability, with adjusted EBIT margins for both hovering around the 7.5% mark in recent years.⁶
• Capital Efficiency: In terms of Return on Capital Employed (ROCE), Żabka’s performance at approximately 27% is strong and superior to most retail peers, though it slightly trails the exceptionally high returns generated by Dino Polska’s self-owned store model.⁶
• Leverage: The most significant difference lies in their balance sheets. Reflecting its history of private equity ownership and leveraged buyouts, Żabka’s leverage is substantially higher. At the end of 2023, its net financial debt to adjusted EBITDA ratio (including leases and reverse factoring) was 3.9x, compared to just 0.7x for the more conservatively financed Dino Polska.⁶

While often viewed as direct competitors, Żabka and Dino Polska are, in fact, executing highly successful but divergent strategies by targeting different segments of the Polish market. Żabka’s model is optimized for high-density, urban centers, serving the needs of young, time-poor consumers with a small-format, convenience-led offering.⁶ In contrast, Dino Polska’s strategy is centered on building and owning slightly larger format stores in suburban areas and smaller towns, catering to families undertaking more traditional, car-based weekly shopping trips.⁶ They are both rapidly gaining market share from older, less efficient retail formats by hyper-focusing on these distinct and largely complementary market segments. This suggests that both companies can continue their impressive growth trajectories for the foreseeable future without necessarily engaging in direct, zero-sum competition for the same customers.

4. Financial Performance & Growth Analysis

Żabka Group has demonstrated an exceptional track record of rapid and profitable growth over the past several years. Its financial performance reflects the successful execution of its strategy to dominate the modern convenience segment through aggressive network expansion and strong underlying store performance. However, the financial statements also reveal the legacy of its private equity ownership in the form of a highly leveraged balance sheet.

Historical Performance Review

An analysis of the Group’s income statement reveals a powerful top-line growth story. Consolidated revenues (IFRS) have grown at a compound annual growth rate (CAGR) of over 20% in recent years, increasing from PLN 12.5 billion in 2021 to PLN 16.0 billion in 2022, PLN 19.8 billion in 2023, and PLN 23.8 billion in 2024.²² This robust growth has translated into strong profitability at the operational level. Adjusted EBITDA, a key measure of operating profitability, grew by 23.7% year-over-year to reach PLN 3.5 billion in 2024.⁷

Margin analysis shows a stable and healthy business model. The Group’s operating margin has remained consistently around the 7% level over the past several years.²² The adjusted EBITDA margin improved by 40 basis points in 2024 to 12.8%, a result of enhanced operating efficiencies, ongoing cost optimization, and the benefit of lower energy prices.²³ However, net profit margins are considerably thinner, at 2.4% in the trailing twelve months, a reflection of the significant interest expense associated with the company’s high debt load.²² Net income to common shareholders grew an impressive 76.5% in 2024 to PLN 624.3 million.²⁵

Decomposition of Growth

The Group’s impressive revenue growth is driven by a potent combination of new store openings and strong performance from the existing store base.

• Like-for-Like (LfL) Sales Growth: The underlying health of the business is evidenced by its strong LfL sales growth, which measures the performance of stores open for at least one year. LfL growth was a robust 8.3% in fiscal year 2024 and remained strong at 6.0% in the first quarter of 2025.¹ This performance, which is well above that of most peers, indicates healthy consumer demand, effective merchandising, and successful product and service innovation.
• Network Expansion: New store openings are the primary engine of top-line growth. The Group expanded its network by over 1,100 stores in 2024 alone.²³ The efficiency of this expansion has improved dramatically. The average payback period for a new store investment has been reduced from 20 months in 2017 to just 12 months for stores opened in 2023.⁷ This remarkable improvement in capital efficiency is a direct result of the successful implementation of the company’s AI-driven site selection model and demonstrates a highly refined and repeatable process for growth. This rapid payback allows the company to recycle its investment capital much faster, fueling an accelerated, self-funding expansion cycle.

Cash Flow and Balance Sheet Analysis

Żabka’s cash flow profile is characteristic of a healthy, growing retailer. The company consistently generates strong cash from operations, which grew to PLN 3.55 billion in the last twelve months.²⁷ The business operates with a negative working capital cycle, meaning it typically sells its inventory to customers before it is required to pay its suppliers.²⁷ This is a highly efficient model that minimizes the amount of capital tied up in inventory. In 2024, the Group generated PLN 1.53 billion in free cash flow, a substantial increase from the prior year, demonstrating its ability to fund its aggressive growth internally.⁷

The balance sheet, however, reflects the company’s history of leveraged buyouts. As of the most recent reporting period, total debt stood at approximately PLN 9.65 billion, which includes both long-term financial debt and substantial capitalized lease liabilities related to its store network.²⁷ This results in a high Debt-to-Equity ratio of 7.30.²⁷ The Net Debt to Adjusted EBITDA ratio was 3.9x at the end of 2023 (when including the impact of reverse factoring), a level that is considerably higher than its publicly listed peers.⁶ While this leverage amplifies returns on equity, it also introduces significant financial risk.

The combination of rapid revenue growth, stable operating margins, high financial leverage, and significant non-cash charges like goodwill amortization is a classic financial profile for a company that has recently emerged from private equity ownership. The high debt load is a direct consequence of the leveraged buyout structure and is the primary reason for the divergence between strong operating profits and more modest net profits, due to the substantial interest expense burden. This financial structure inherently dictates the company’s capital allocation priorities, which are focused on reinvesting for growth and gradually deleveraging the balance sheet.

Returns on Capital

The Group’s returns metrics reflect this leveraged structure. Return on Equity (ROE) is exceptionally high at 51.08%, a figure that is mathematically amplified by the high debt levels.²⁷ A more representative measure of underlying business profitability is Return on Invested Capital (ROIC), which stands at a healthy 9.78%.²⁷ This indicates that the company is generating profits efficiently from its total capital base of both debt and equity.

The table below provides a summary of Żabka Group’s key financial and operational metrics over the last several years.

Metric	2019	2020	2021	2022	2023	2024	TTM
Sales to End Customer (PLN m)	10,099	11,802	14,498	18,530	22,775	27,277	N/A
Revenue (IFRS) (PLN m)	N/A	N/A	12,493	16,003	19,806	23,797	24,448
LfL Sales Growth (%)	N/A	N/A	N/A	N/A	N/A	8.3%	N/A
Adjusted EBITDA (PLN m)	N/A	N/A	N/A	2,418	2,834	3,505	N/A
Adjusted EBITDA Margin (%)	N/A	N/A	N/A	N/A	12.4%	12.8%	N/A
Operating Income (EBIT) (PLN m)	N/A	N/A	990	1,160	1,398	1,676	1,655
Net Income (PLN m)	N/A	403	403	356	344	608	582
Free Cash Flow (FCF) (PLN m)	N/A	N/A	1,010	875	706	2,261	1,703
Total Stores (End of Period)	6,000+	7,000+	7,954	9,085	10,185+	11,069	11,793
Net Debt / Adj. EBITDA (x)	N/A	N/A	N/A	N/A	3.9x	1.5x	N/A

Sources: ⁶

Note: Historical data availability varies. 2023 Net Debt/Adj. EBITDA includes reverse factoring. 2024 Net Debt/Adj. EBITDA is as reported by the company and may use a different calculation method.

5. Growth Strategy & Opportunities

Żabka Group’s growth strategy is ambitious and multi-dimensional, aimed at solidifying its leadership in Poland while expanding its ecosystem into new geographies and business lines. Management has set a clear medium-term target to more than double its sales to end customers between 2023 and 2028, a goal underpinned by several key strategic pillars.¹

Network Expansion: The Core Growth Engine

The primary driver of Żabka’s growth remains the aggressive and systematic expansion of its physical store network.

• Domestic Growth Runway: The company plans to continue opening over 1,000 new stores annually in the medium term.¹ Despite its already vast network, management believes there is significant untapped potential, or “whitespace,” in the Polish market. Using its proprietary AI-driven software, which analyzes millions of addresses based on hundreds of geospatial and demographic data points, the Group has identified a path to reach approximately 14,500 stores in Poland by 2028.¹ This data-led approach allows for a highly targeted and efficient rollout that maximizes returns and minimizes the risk of cannibalizing existing stores.
• International Expansion: The move into Romania represents the first major test of the business model’s international portability. The company entered the market in 2023 through the strategic acquisition of a leading local distributor, DRIM Daniel Distributie, which provided immediate access to a developed logistics infrastructure and a network of suppliers.⁵ The stores are being rolled out under the new “Froo” brand, with an initial target of operating 200 stores by the end of 2024.⁵ The strategy is to leverage the playbook perfected in Poland—a market with similar consumer dynamics and a fragmented retail landscape—to build a significant presence in another large CEE market.¹

Digital and Omnichannel Strategy

A second key pillar of the growth strategy is the rapid scaling of the Group’s Digital Customer Offering (DCO). Management has set a goal to increase revenue from this segment by approximately fivefold between 2023 and 2028.¹ This expansion is being driven by a combination of organic development and strategic acquisitions designed to build a comprehensive digital ecosystem.

The acquisitions of Maczfit, a market-leading D2C provider of ready-to-eat dietary meal plans, and Dietly.pl, a D2C marketplace for comparing and ordering boxed diets, were foundational to this strategy.² These businesses tap into the growing consumer trend for health, wellness, and convenience, capturing a share of food consumption that occurs outside the traditional retail store. This creates powerful synergies, allowing the Group to engage with its customers across multiple consumption occasions and build a more holistic view of their dietary habits and preferences.¹

Adjacency and Format Innovation

Żabka is continuously seeking to expand its addressable market and enhance its margins through product and format innovation.

• High-Margin Category Focus: There is a clear strategic emphasis on growing high-margin categories that also drive visit frequency. The expansion of the Quick Meal Solutions (QMS) and “street food” offerings within the Żabka Café concept is central to this effort. By providing compelling and convenient meal options, Żabka differentiates itself from traditional grocers and captures spend that might otherwise go to QSRs.¹
• New Format Development: The Group is actively experimenting with new store formats to cater to different consumer needs and locations. The rollout of the cashierless Żabka Nano stores allows the company to operate profitably in locations with lower footfall or unconventional footprints. The introduction of Żabka Drive formats targets consumers on the move, tapping into a new convenience occasion.⁵
• Expansion of Ancillary Services: The company continues to broaden its range of in-store services, including exploring adjacencies like financial services, which further solidifies the role of its stores as essential neighborhood hubs.²

The Group’s overall growth strategy can be viewed as a “barbell” approach. On one end, it is pursuing the low-risk, highly repeatable, and cash-generative “manufacturing” of new convenience stores based on a proven, data-optimized formula. On the other end, it is building a portfolio of higher-risk, venture-style digital businesses that represent bets on the future of food consumption and delivery. The stable and predictable cash flow generated by the mature core business provides the funding to incubate and scale these innovative digital ventures, creating a balanced and resilient portfolio of growth initiatives.

6. Capital Allocation & Shareholder Returns

Żabka Group’s capital allocation strategy is explicitly and unapologetically focused on growth. As a company that has recently transitioned from private equity ownership to the public markets, its financial priorities are centered on reinvesting capital into the business to drive expansion and deleveraging its balance sheet, rather than on direct cash returns to shareholders.

Capital Allocation Philosophy

The Board of Directors has formally stated its current intention to retain all available funds and any future earnings to finance the growth and development of the Group’s business.³⁵ The official policy is that the company does not intend to recommend paying dividends in the medium term. The board’s rationale is that reinvesting the company’s earnings into high-return internal projects will generate more tangible and superior long-term value for shareholders than distributing that cash as dividends.³⁵ This philosophy is directly supported by the compelling unit economics of its core business; with a new store payback period of just 12 months, the returns from reinvesting in network expansion are exceptionally high.²³

Historical Capital Deployment

The Group’s historical use of capital reflects this growth-oriented philosophy.

• Capital Expenditures (Capex): The company maintains a high level of capital investment. In 2024, capex amounted to PLN 1.675 billion, a 24% increase over the prior year.³⁰ These investments are primarily directed towards three key areas: the opening of new stores, the modernization of existing stores (including the rollout of the Żabka Café 2.0 concept), and the expansion and automation of its logistics and technology infrastructure.³⁶
• Mergers & Acquisitions (M&A): Żabka has used M&A strategically to accelerate its entry into new business lines and geographies. The key acquisitions in recent years include Maczfit (March 2021) and Dietly.pl (May 2021) to build its digital D2C meal solutions platform, and the acquisition of DRIM in Romania to facilitate its international expansion.³
• Debt and Balance Sheet Management: Under private equity ownership, the company utilized leverage aggressively, including a dividend recapitalization transaction in 2019 that extracted cash for its owners.³⁸ Post-IPO, the focus has shifted. While the balance sheet remains highly leveraged, the priority is now to use the strong operating cash flow to fund growth initiatives and gradually reduce its debt burden over time.⁶

Dividend Policy and Shareholder Returns

Consistent with its capital allocation philosophy, Żabka Group does not currently pay a dividend and has stated it has no plans to do so in the medium term.³⁵ Any future change to this policy would be contingent on the Group reaching a more mature stage of its growth cycle and achieving its deleveraging targets.³⁵ For the foreseeable future, shareholder returns are expected to be derived exclusively from capital appreciation driven by the company’s earnings growth and value creation.

The IPO Context

Understanding the context of the October 2024 Initial Public Offering (IPO) is crucial to understanding the company’s relationship with its new public shareholders. The IPO was the largest on the Warsaw Stock Exchange (WSE) since 2020, with a total value of PLN 6.45 billion.³³

Critically, the offering consisted entirely of a secondary sale of existing shares by the company’s pre-IPO shareholders: CVC Capital Partners, Partners Group, and the European Bank for Reconstruction and Development (EBRD).⁴⁰ No new shares were issued, and therefore no new capital was raised for Żabka Group itself. This structure confirms that the IPO was primarily an exit event for its private equity owners, allowing them to partially liquidate their long-held investment and establish a public market for their remaining shares. It also signals that management is confident in the company’s ability to fund its ambitious growth plans through its own internally generated cash flow, without the need for additional equity capital.

Following the IPO, CVC Capital Partners remains the largest shareholder, retaining a stake of approximately 41%.⁷ This history and current shareholder structure clearly frame the investment thesis for public investors: they are partnering with a highly sophisticated private equity firm that is now on a multi-year path to a full exit. This context reinforces the expectation that the company’s strategy will remain relentlessly focused on operational execution, hitting growth targets, and maximizing efficiency to drive the value of the remaining PE stake.

7. Management Quality & Corporate Governance

The quality of a company’s leadership and the robustness of its governance framework are critical determinants of its long-term success. Żabka Group is led by a seasoned management team with deep and relevant industry experience, operating within a governance structure that reflects its transition from private equity ownership to a publicly listed entity.

Management Team Assessment

The executive leadership of Żabka Group is a significant strategic asset, possessing a rare combination of operational expertise and direct experience competing in the Polish retail market.

• Tomasz Suchański (Group Chief Executive Officer): Mr. Suchański’s background is exceptionally well-suited to his role. Prior to joining Żabka in 2016, he spent over 18 years at Jeronimo Martins, the parent company of Biedronka. Crucially, from 2011 to 2014, he served as the General Manager of the Biedronka chain in Poland.² This experience provides him with an unparalleled, intimate understanding of the strategy, operations, strengths, and weaknesses of Żabka’s largest competitor. This “Biedronka DNA” within the leadership team is a profound competitive advantage, enabling Żabka to strategically position itself to exploit gaps in the market that the discounter model is not designed to fill.
• Marta Wrochna-Łastowska (Chief Financial Officer): Ms. Wrochna-Łastowska brings a strong technical background to her role, having previously worked for many years in corporate finance at Ernst & Young.⁴³ This expertise is vital for managing the Group’s complex and highly leveraged financial structure, overseeing financial reporting as a public company, and supporting its M&A activities.
• Board of Directors: The Board is composed of a blend of executive management, representatives from the major private equity shareholders, and experienced independent directors. The chairman is Krzysztof Krawczyk, a Partner at CVC Capital Partners and head of its Warsaw office, ensuring continued strong oversight from the largest shareholder.² The board also includes representatives from Partners Group (
  Dr. Stephan Schäli) and seasoned independent directors with strong international business credentials, such as Giulia Fitzpatrick (formerly of UBS and Bunge) and Olga Grygier-Siddons (former CEO of PwC Central and Eastern Europe), who bring valuable external perspective and governance experience.²

Corporate Governance Framework

As a publicly listed company, Żabka Group has established a formal corporate governance structure, though it is influenced by its legal domicile and shareholder base.

• Legal Domicile: The parent holding company, Zabka Group SA, is a Société Anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg.⁷ This means it is subject to Luxembourgish corporate law, which may differ in certain respects from Polish corporate law.
• Board Committees: The Board of Directors has established key committees to oversee critical functions, including an Audit Committee and a Management Committee, in line with standard corporate governance practices.¹
• Corporate Policies: The company publicly discloses a comprehensive suite of corporate policies that demonstrate a commitment to responsible management and ethical conduct. These include a Code of Conduct and Ethics for Employees, a Code of Conduct for Business Partners, Human Rights policies, and a detailed Environmental, Social, and Governance (ESG) framework.⁴⁵
• Alignment and Oversight: Management compensation plans are linked to the Group’s value creation plans, which helps to align the interests of the executive team with those of shareholders.⁷ The post-IPO governance structure represents a hybrid model. While it incorporates the formal structures of a public company, the significant continuing ownership and board representation by CVC and Partners Group ensure that the strategic direction remains heavily influenced by a private equity mindset. This mindset prioritizes growth, operational efficiency, and a clear focus on delivering shareholder value in anticipation of an eventual full exit by the financial sponsors.

Transparency and Investor Communications

Since its IPO, the Group has established a framework for transparent communication with the investment community. It publishes annual and semi-annual reports and provides quarterly business and financial updates.¹ The management team, including the CEO and CFO, also hosts regular earnings calls which include a question-and-answer session, providing analysts and investors with direct access to leadership.²⁶

8. Risk Assessment

An investment in Żabka Group involves a series of significant risks that must be carefully considered. These risks span operational, competitive, regulatory, and financial domains. While the company has a strong track record of execution, its business model is exposed to several key vulnerabilities.

Business and Operational Risks

• Franchisee Model Dependency: The Group’s success is fundamentally tied to its ability to attract, train, and retain a large network of qualified and motivated franchisees. The company has experienced a franchisee turnover rate of 16% in 2023, and an inability to maintain a stable and engaged franchisee base could disrupt store operations, harm the brand image, and increase recruitment and training costs.⁷
• Supply Chain and Logistics Risk: While the highly efficient, centralized logistics network is a key competitive advantage, it also represents a point of concentration risk. A significant disruption at a major distribution center—due to technical failure, labor disputes, or other unforeseen events—could have a widespread impact on the availability of products across a large portion of the store network.⁷
• Cybersecurity Threats: As an increasingly tech- and data-driven company, Żabka is a target for cybersecurity threats. A successful cyber-attack could lead to significant operational disruptions, the theft of sensitive customer or corporate data, and potential financial and reputational damage.⁷

Competitive and Market Risks

• Intense Competition: The Polish retail market is one of the most competitive in Europe. Aggressive price competition from the dominant discounters, Biedronka and Lidl, could put pressure on Żabka’s margins and limit its pricing power. The emergence of new retail formats or a revitalized challenge from other convenience players could also erode its market leadership.⁶
• Macroeconomic Sensitivity: While food retail is generally defensive, Żabka’s product mix has a higher weighting of impulse-buy items, convenience meals, and services compared to traditional grocers. This makes its sales potentially more sensitive to downturns in the macroeconomic environment, such as periods of high inflation, rising unemployment, or declining consumer confidence, which could lead consumers to trade down or reduce discretionary spending.⁶

Regulatory and Legal Risks

This category contains what are arguably the most significant and potentially impactful risks facing the company.

• The Sunday Trading Ban: This is the single most critical regulatory factor underpinning Żabka’s competitive advantage. A political decision to repeal or significantly amend the Sunday Trading Ban Act to allow large-format stores to operate would eliminate a key differentiator for Żabka. It would expose the company to direct competition on Sundays from the discounters and supermarkets, which have greater purchasing power and lower price points. Such a change would likely lead to severe margin compression and a fundamental alteration of the competitive landscape.⁶
• Legal Status of Franchisees: There is a material legal risk that Polish courts or labor regulators could challenge the classification of Żabka’s franchisees as independent business owners and seek to reclassify them as employees. A successful legal challenge on this front would be catastrophic for the current business model. It would fundamentally alter the company’s cost structure, forcing it to take on payroll taxes, social security contributions, and other employee-related liabilities for its entire network of operators, effectively dismantling the asset-light franchise model.⁶

Financial Risks

• High Financial Leverage: The Group’s balance sheet is highly leveraged as a legacy of its LBO history. The substantial debt load of over PLN 9 billion makes the company’s earnings and cash flows sensitive to fluctuations in interest rates. It also consumes a significant portion of operating cash flow for debt service, which limits overall financial flexibility.⁶
• Share Overhang: The private equity firms CVC Capital Partners and Partners Group continue to hold large stakes in the company post-IPO (~41% and ~13% respectively).⁶ These shares are subject to a 180-day lock-up period following the IPO. The eventual sale of these large blocks of shares in the open market, as the sponsors complete their exit over the coming years, creates a “share overhang.” This potential future supply of stock could put downward pressure on the share price, independent of the company’s fundamental performance.⁶

The table below summarizes the key risks and the company’s corresponding mitigating factors.

Risk Category	Specific Risk	Potential Impact	Mitigating Factors / Management Actions
Regulatory	Repeal of Sunday Trading Ban	Severe margin compression, loss of key competitive advantage.	Diversification into services and high-margin QMS to differentiate beyond just being open; lobbying efforts.
Legal	Reclassification of Franchisees	Fundamental failure of the business model, massive increase in costs.	Carefully structured franchise agreements designed to emphasize independence; strong legal and compliance functions.
Competitive	Price War with Discounters	Erosion of gross margins and pressure on franchisee profitability.	Focus on convenience, unique assortment (QMS, private label), and services not offered by discounters; data-driven, localized promotions.
Operational	High Franchisee Churn	Increased recruitment/training costs, operational disruption, inconsistent customer experience.	Low entry cost for franchisees, comprehensive training and support programs, ongoing dialogue and system improvements.
Financial	High Financial Leverage	Sensitivity to interest rate hikes, limited financial flexibility, higher risk profile.	Strong operating cash flow generation dedicated to funding growth and gradual deleveraging; focus on improving profitability.
Financial	Shareholder Overhang	Sustained downward pressure on share price as PE sponsors exit.	Potential for structured, orderly sell-downs; strong company performance to absorb share supply.

Sources: ⁶

9. Valuation Analysis

Assessing the valuation of Żabka Group requires a multi-faceted approach, comparing its multiples against its own historical context, the broader Polish market, and various international peer groups. The analysis reveals a company whose valuation appears high on surface-level metrics but may be more justifiable when its exceptional growth profile and unique market position are considered.

Current Valuation Multiples

Based on recent market data, Żabka Group trades at a significant premium to the average company listed on the Warsaw Stock Exchange. Its trailing twelve-month (TTM) Price-to-Earnings (P/E) ratio stands at approximately 36x.²⁷ This is substantially higher than the broader Polish market, where P/E ratios are often below 12x.⁴⁸ Other key valuation metrics include an Enterprise Value to Sales (EV/Sales) ratio of approximately 1.24x and an Enterprise Value to EBITDA (EV/EBITDA) ratio in the range of 9.5x to 12.9x, depending on the data source and calculation methodology.²⁷

Peer Group Benchmarking

A valuation multiple is most meaningful in a comparative context. Benchmarking Żabka against its peers reveals a nuanced picture.

• Polish Peers: The most relevant domestic peer is Dino Polska. Compared to Dino, Żabka’s valuation is mixed. On an EV/EBITDA basis, the two companies trade at broadly similar multiples. However, Żabka trades at a significant premium on a P/E basis.⁶ This discrepancy is likely attributable to Żabka’s higher debt load, which results in higher interest expense and thus lower net income (the ‘E’ in P/E) relative to its operating profit (EBITDA). The market appears to be applying a “risk discount” to Żabka’s valuation multiples relative to its higher growth rate, reflecting concerns over its higher leverage and the significant regulatory risks associated with its business model.
• European Food Retail Peers: When compared to mature European food retailers such as Ahold Delhaize or Tesco, Żabka trades at a substantial premium across all valuation multiples.⁶ This premium is a direct reflection of their vastly different growth profiles. Żabka’s revenue and earnings are growing at a rate of over 20% annually, whereas these mature players typically exhibit low-single-digit growth.
• Global Convenience Peers: Perhaps the most appropriate peer group consists of global leaders in the convenience store sector, such as Canada’s Alimentation Couche-Tard and Japan’s Seven & i Holdings. This group consistently commands premium valuation multiples due to the attractive, high-return characteristics of the convenience retail model. When benchmarked against these global leaders, Żabka’s valuation appears more reasonable and, in some cases, trades at a discount, suggesting its valuation is in line with international standards for a high-growth convenience operator.⁶

Valuation Relative to Growth

The high P/E ratio is placed in better context when viewed through the lens of the company’s earnings growth. The Price/Earnings to Growth (PEG) ratio, which divides the P/E by the expected earnings growth rate, is a useful metric. With a PEG ratio of approximately 0.89, Żabka’s valuation appears more attractive.²⁷ A PEG ratio below 1.0 is often considered to be an indicator that a stock may be reasonably priced relative to its expected growth. This is supported by analyst forecasts, which project that Żabka’s earnings will grow by an impressive 36% annually over the next three years, a rate that is multiples higher than the 5.1% growth forecast for the broader Polish market.⁴⁸ This superior earnings outlook is a key factor justifying the company’s premium P/E multiple.

The table below provides a comparative valuation analysis of Żabka Group against its key peer sets.

Company	Market Cap (PLN B)	EV/Sales (TTM)	EV/EBITDA (TTM)	P/E (TTM)	Revenue Growth (3-Yr CAGR)	EBIT Growth (3-Yr Fwd CAGR)	Net Debt/EBITDA (x)
Żabka Group SA	21.15	1.24x	9.45x	36.35x	~25.9% (21-23)	~16.4% (23-26F)	3.9x
Dino Polska SA	41.50	1.60x	13.5x	26.8x	~34.2% (21-23)	~14.5% (23-26F)	0.7x
Jeronimo Martins	100.0+	0.85x	7.0x	17.1x	~18.5% (21-23)	N/A	1.6x
Ahold Delhaize	115.0+	0.45x	7.2x	13.0x	~7.0% (21-23)	Low Single Digit	2.8x
Alim. Couche-Tard	220.0+	0.90x	9.0x	16.5x	~15.0% (21-23)	High Single Digit	1.8x
Seven & i Holdings	160.0+	0.70x	9.5x	19.0x	~10.0% (21-23)	Mid Single Digit	2.5x

Sources:.⁶ Note: Market data is dynamic. Figures are approximate and based on available data for comparative purposes. Growth rates and leverage are based on various reporting periods and analyst estimates.

10. Investment Thesis Synthesis

The investment case for Żabka Group SA is a compelling but complex balance of a dominant, high-growth business model against a set of significant and unique risks. The analysis points to a clear dichotomy between the bullish operational story and the bearish risks embedded in its regulatory and financial structure.

The Bull Case: A Dominant, High-Growth Convenience Ecosystem

The arguments in favor of an investment in Żabka Group are rooted in its exceptional market position and clear path for future growth.

• Unquestioned Market Leadership: Żabka holds a near-monopolistic position, with over 90% share of the modern convenience segment in Poland, a fast-growing niche within the largest retail market in Central and Eastern Europe.⁶
• A Powerful, Scalable Business Model: The asset-light franchise model enables rapid, capital-efficient expansion with world-class unit economics, evidenced by a 12-month payback period on new stores.²³ This model is further protected by a significant regulatory moat provided by the Sunday trading ban exemption.
• Proven, Multi-Leveled Growth Strategy: The company has a clear and ambitious plan to more than double sales by 2028. This growth is driven by a highly repeatable process of opening over 1,000 new stores per year, a nascent international expansion into Romania, and the rapid scaling of a high-margin digital and QMS ecosystem.¹
• Superior Operational Execution: Żabka is a best-in-class operator, leveraging a sophisticated, proprietary logistics network and a deeply integrated technology stack. Its data-driven approach to site selection, pricing, and marketing provides a durable competitive edge.⁶
• Experienced Leadership: The management team is led by a CEO with deep, direct experience running Żabka’s largest competitor, providing invaluable market insight and strategic vision.²

The Bear Case: A High-Wire Act of Regulatory and Financial Risk

The arguments against an investment are equally potent and center on the significant vulnerabilities inherent in the company’s structure.

• Existential Regulatory and Legal Risks: The investment thesis is highly exposed to two key external threats. First, a repeal of the Sunday trading ban would eliminate a core competitive advantage and expose Żabka to the full force of the discounters’ pricing power.⁶ Second, an adverse legal ruling that reclassifies its franchisees as employees would fundamentally break the company’s low-cost, asset-light business model.⁶
• High Financial Leverage: The balance sheet is heavily indebted, a legacy of its private equity ownership. This creates financial fragility, increases sensitivity to rising interest rates, and limits capital allocation flexibility.⁶
• Elevated Valuation: The current stock valuation already reflects a significant amount of optimism about future growth. The high P/E multiple leaves little room for error in execution and makes the stock vulnerable to a significant de-rating if growth falters or if any of the major risks materialize.⁴⁸
• Future Share Supply (Overhang): The large, concentrated stakes held by CVC Capital Partners and Partners Group will be sold into the market over the next several years. This predictable future supply of shares could act as a ceiling on the stock’s price appreciation, regardless of the company’s underlying performance.⁶

Assessment of the Risk-Reward Profile

Ultimately, Żabka Group represents a high-growth, high-risk investment proposition. The potential reward is tied to the company’s ability to successfully execute its ambitious 2028 growth plan, which, if achieved, could lead to significant earnings growth and capital appreciation. The company’s operational prowess and dominant market position are not in doubt.

However, the risks are substantial and, in the case of the regulatory and legal threats, largely outside of management’s control. The current valuation appears to price in flawless execution and a continuation of the favorable regulatory status quo. Therefore, the risk-reward profile is skewed. An investor is paying a premium price for a high-quality, high-growth business, but is also taking on a set of low-probability, high-impact “black swan” risks. The investment case hinges on the belief that the powerful growth engine will continue to run unimpeded and that the company can successfully grow into its valuation before any of the major bearish risks come to fruition.

Key Metrics and Catalysts to Monitor

Investors should closely monitor the following key indicators to track the progress of the investment thesis:

• Operational Metrics:

• Like-for-Like (LfL) Sales Growth: A key indicator of the health of the core business.
• New Store Openings: The pace of the rollout in both Poland and Romania.
• Franchisee Churn Rate: An indicator of the health and sustainability of the franchise network.
• Digital Offering Revenue Growth: Progress towards the goal of a 5x increase by 2028.
• Financial Metrics:

• Net Debt / Adjusted EBITDA: Progress on deleveraging the balance sheet is critical.
• Margin Evolution: Trends in gross, operating, and net margins to assess profitability and cost control.
• Regulatory and Legal Developments:

• Any legislative proposals or political discourse related to the Sunday trading ban in Poland.
• Any court cases or regulatory inquiries into the legal status of franchising in Poland.
• Shareholder Activity:
• Filings and market transactions related to share sales by CVC Capital Partners and Partners Group, particularly after the IPO lock-up period expires.

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