Company Name: JOINT STOCK COMPANY “UKRAINIAN RAILWAYS” (JSC “UKRAINIAN RAILWAYS”).

By Order No. 1342-r dated December 31, 2024, the Cabinet of Ministers of Ukraine announced a competitive selection process for the positions of four Independent Members of the Supervisory Board of the Joint-Stock Company “Ukrainian Railways” (JSC “Ukrainian Railways”, Company). The selection process will be carried out in accordance with the Procedure for the competitive selection of candidates for the position of an independent member of the supervisory board of a state unitary enterprise and their appointment, as well as the competitive selection of candidates for the position of an independent member of the supervisory board of a business entity, in the authorized capital of which more than 50 percent of the shares (stakes) belong to the state, proposed by the subject of management of state-owned objects before election to the position of independent members of the supervisory board, approved by the Resolution of the Cabinet of Ministers of Ukraine No. 142 of March 10, 2017. It will also follow the provisions of Resolution No. 777 dated September 3, 2008, “On the Competitive Selection of Managers of Enterprises in the Public Sector of the Economy.”

Registered Address of JSC “Ukrainian railways”: Kyiv, Ukraine

Number of Independent Supervisory Board Members to Be Selected Through the Competitive Process: 4 (four) individuals

Joint Stock Company “Ukrainian Railways” is the national railway operator and a strategically important company for Ukraine’s economy. The company handles over 80% of the country’s freight and approximately 36% of passenger transportation, playing a critical logistical role both in peacetime and during wartime.

JSC “Ukrainian Railways” is the largest employer in Ukraine, with over 190,000 employees, and operates one of the largest railway networks in Europe, spanning more than 19,000 kilometers, of which over 9,300 kilometers are electrified. The Company owns and manages more than 1,400 stations and maintains an extensive fleet of locomotives, freight cars, and passenger carriages.

JSC “Ukrzaliznytsia” was established as a joint stock company 100 % shares are owned by the state, represented by the Cabinet of Ministers of Ukraine. It was formed on the basis of the State Administration of Railway Transport of Ukraine, as well as other public railway enterprises, institutions, and organizations that were merged through reorganization. The Company is undergoing a gradual corporate governance transformation in line with OECD principles, aiming to enhance transparency, efficiency, and long-term sustainability.

The purpose JSC “Ukrainian railways” operations is to generate profit from its business activities while ensuring the efficient functioning of railway transport to meet the needs of the state, businesses, and the population. Under martial law, the Company has become a critical logistics asset, supporting the transportation of humanitarian aid, evacuation of civilians, and the stable delivery of essential goods.

The Company’s activities include:

• Provision of railway transport services for freight, passenger, postal, and baggage transportation both within Ukraine and internationally;
• Maintenance and modernization of railway infrastructure, including bridges, stations, traction substations, and other facilities;
• Construction, renewal, and operation of rolling stock (locomotives, railcars, electric trains, etc.), as well as the production of spare parts and materials for railway transport;
• Logistics operations and multimodal transportation in cooperation with maritime, river, and road carriers;
• Ticket sales, train schedule management, and development of digital services for passengers;
• Provision of forwarding, repair, information, engineering, and telecommunications services;
• Participation in international transport corridors, cross-border transportation, export/import of railway services, and cooperation with foreign partners.

Expected Functions of Independent Members of the Supervisory Board of JSC “Ukrainian railways”

The functions of Independent Members of the Supervisory Board of JSC “Ukrainian railways” are stipulated in Article 71 of the Law of Ukraine "On Joint Stock Companies."

1. Strategy Development and Implementation Oversight:
   • Providing advisory support during the development and approval of the company's strategy, ensuring these strategies are based on evidence-driven analysis; overseeing business transformation processes aimed at achieving organizational objectives and embedding essential organizational changes;
   • Supervising the execution of JSC “Ukrainian railways” strategy, including approval of short- term action plans, functional strategies, and alignment of priorities proposed by the company's management;
   • Ensuring the implementation of appropriate risk management policies and procedures;
   • Approving the proposed strategy, annual financial plan of JSC “Ukrainian railways”, and corresponding implementation reports;
   • Making key decisions concerning the development and reform of JSC “Ukrainian railways”;
   • Approving the annual budget and business plan of the company and exercising control over major capital expenditures;
   • Setting performance indicators (KPIs) for company management, monitoring progress toward strategic objectives, and initiating timely corrective actions as necessary.

2. Corporate Governance:
   • Ensuring and promoting public trust and transparency in the governance of JSC “Ukrainian railways”;
   • Introducing and implementing best international standards of corporate governance for state-owned enterprises within JSC “Ukrainian railways”;
   • Monitoring compliance with corporate governance standards, regularly assessing governance processes to enhance the Company’s operational performance, and initiating required improvements.
3. Oversight of Company Management:
   • Ensuring the recruitment and appointment of senior executives for JSC “Ukrainian railways” who are committed to the organization’s objectives, capable of executing company strategy, effectively managing the enterprise, achieving approved goals, and implementing necessary organizational changes;
   • Conducting regular performance assessments of senior management and, if required, implementing rotation or dismissal procedures; ensuring proper succession planning and maintaining an internal talent pool for key positions;
   • Making decisions on determining senior management remuneration levels, including incentive programs and annual rewards, based on performance evaluations and achievement of established individual and organizational targets;
   • Supporting the management of JSC “Ukrainian railways” providing the financial stability of the Company during crisis conditions;
   • Ensuring that all management activities contribute positively to public trust, transparency, and non-discrimination.
4. Alignment of Interests:
   • Facilitating alignment of the senior management's actions and intentions with best corporate governance practices, state interests, and the interests of the Ukrainian people;
   • Implementing the highest ethical standards and preventing potential conflicts of interest involving executives, members of the Management Board, Supervisory Board Members—including misuse of corporate assets, misconduct in related-party transactions, or other similar abuses.
5. Audit and Control:
   • Facilitating the implementation of an effective system for timely and accurate reporting in accordance with current and future accounting standards and independent audit requirements; promoting comprehensive and transparent disclosure of information aligned with Ukrainian standards and principles, as well as best international practices, including oversight of regular independent audits;
   • Selecting the external auditor for the company and determining contractual terms, including auditor remuneration;
   • Overseeing the internal audit function and promoting the establishment of appropriate control systems, particularly regarding risk management, financial and operational controls, cybersecurity, procurement, business resilience, and adherence to the legislative and regulatory framework governing the company's operations, in accordance with Ukrainian law and international best practices;
   • Ensuring public trust through the application of proper corporate governance system and the protection of customer rights, consistent with international best practices.
6. Transparency and Information Disclosure:
   • Ensuring transparency and supervising the process of information disclosure, as well as overseeing the quality of corporate communication on behalf of the company, in compliance with principles of competitive markets, Ukrainian regulatory requirements, and international best practices.

The Supervisory Board shall establish the following permanent committees:

• • Audit Committee;
  • Remuneration Committee;
  • Nomination Committee;

The Remuneration Committee and the Nomination Committee may be combined into one committee.

The Supervisory Board may also establish other permanent or temporary committees consisting of its members.

Profile of the Supervisory Board of JSC “Ukrainian railways”

The Supervisory Board of JSC “Ukrainian railways” is a collegial body responsible for managing the company within its scope of competence, as well as supervising and regulating the activities of the Company's Management Board. The activities of the Supervisory Board are governed by Ukrainian law, the Company's Charter, and the Regulation on the Supervisory Board of JSC “Ukrainian railways”, approved by Resolution of the Cabinet of Ministers of Ukraine No. 100 dated January 30, 2024. According to current Ukrainian legislation, the Supervisory Board of JSC “Ukrainian railways” consists of four Independent Members and three State Representatives.

Candidates for the position of a member of the Supervisory Board of JSC “Ukrainian railways” should demonstrate exceptional expertise or advanced proficiency in at least one specific area relevant to the company's activities. Collectively, the selected candidates must possess the full range of competencies outlined below to ensure the Supervisory Board’s an effective and balanced performing:

• • Strategic management, change management, including crisis management;
  • Transport and Infrastructure Management: planning, traffic coordination, railway infrastructure management;
  • Government policy and regulation understanding in the railway sector, and the ability to balance commercial and social objectives;
  • Operational efficiency: modernization of business models and processes, including enhancement of operational effectiveness;
  • Audit, risk management, compliance, security and/or legal expertise;
  • Financial management. Experience in structuring and implementing investment projects, in particular attracting international financing and managing investor relations;
  • Digital transformation, information technology, and cybersecurity.

Qualification Requirements for Candidates for the Position of Independent Member of the Supervisory Board of Joint Stock Company “Ukrainian railways”

Each candidate for the position of Independent Member of the Supervisory Board of Joint Stock Company “Ukrainian railways” must meet at least the following requirements:

• • Higher education in one of the following fields: logistics, finance, accounting and audit, law, management, public administration, transportation, engineering, economics;
  • Candidates must have experience in senior executive positions (C-suite or equivalent), with a professional background in one or more of the following areas: infrastructure, transport, railway operations, or other sectors of comparable strategic and operational complexity. Experience in the railway industry will be prioritized in cases where candidates possess otherwise comparable qualifications;
  • Demonstrated ability to engage with multiple stakeholders, effectively balancing diverse interests, maintaining public trust, and supporting long-term value creation;
  • Strong motivation to make a personal contribution to the development of Ukraine’s strategic industry;
  • Must have knowledge of the national and/or European rail transportation markets, to understand the trends and development prospects of railway infrastructure, the specifics of the activity of national freight and passenger operators, and be familiar with regulatory requirements, and reforms associated with implementation of EU rail liberalization packages;
  • Understanding of the principles and standards of corporate governance according to the OECD guidelines;
  • Leadership qualities (strategic thinking, problem solving, results-oriented, ability to work in a team, building trust);
  • Fluent proficiency in Ukrainian and/or English.

Meeting one or more of the below-listed qualifications will be considered a strong advantage during the selection process:

• • Previous experience on Management Boards or Supervisory Boards of organizations of comparable scale and complexity;
  • Proven success in large-scale organizational transformation and/or restructuring;
  • Additional education and professional certifications in management, public administration, transportation, engineering;
  • Previous experience in the implementation of transparency and anti-corruption policy, in particular in the transport sector;
  • Understanding of or experience in sustainability and ESG considerations in corporate governance and strategic planning;
  • Expertise in procurement and supply chain management, including ethical sourcing and risk mitigation;
  • Experience in remuneration strategy and succession planning, particularly relevant to Nomination and Remuneration Committee work;
  • Proficiency in the Ukrainian language (for foreign nationals);
  • Proficiency in the English language (for Ukrainian nationals).

Other obligatory requirements:

• • Ability to devote enough time to perform duties as an Independent Member: at least 30 working days during a year and attend the meetings of Supervisory Board of JSC “Ukrainian railways” that may be held offline in Kyiv, Ukraine;
  • Must have full civil capacity;
  • Must possess an impeccable business reputation;
  • Must not currently be, nor have been within the past five years, a founder, shareholder (participant), executive, supervisory board member, employee, or representative of any entity subject to personal, special economic, or other restrictive measures (sanctions) imposed by the Government of Ukraine, nor have had significant business relationships with such an entity;
  • Must adhere to the principles of impartiality and integrity and best corporate governance practices.
  • Must comply with independence criteria as specified by the legislation of Ukraine;
  • Candidates must not have any conflicts of interest (e.g. financial, familial, or business relationships with the company) that could compromise their ability to act independently.

A person shall not be eligible for nomination to the position of Independent Member of the Supervisory Board of Joint-Stock Company “Ukrainian railways” if he or she:

• • Is a civil servant or a representative of the state;
  • Currently is or has been within the past five years, an official at JSC “Ukrainian railways” or its subsidiaries, branches, representative offices, and/or other separate subdivisions, except when serving as an Independent Member of the Supervisory Board;
  • Is currently, or within the past three years has been, an employee of JSC “Ukrainian railways” or its subsidiaries, branches, representative offices, and/or other separate subdivisions;
  • Has been for more than 12 years in total a member of the Supervisory Board of JSC “Ukrainian railways”;
  • Is an affiliated person (as defined by the Law of Ukraine "On Joint Stock Companies") with respect to JSC “Ukrainian railways” and/or its shareholders (participants), subsidiaries, branches, representative offices, other separate structural subdivisions, and/or their officers;
  • Currently receives or has received during the preceding three years any income from JSC “Ukrainian railways” or its subsidiaries, branches, representative offices, and/or other separate subdivisions, except remuneration for duties performed as a Supervisory Board Member;
  • Holds (directly or indirectly, individually or jointly with affiliated people) 5 percent or more of the authorized capital of JSC Ukrzaliznytsia, or represents the interests of such an owner;
  • Is currently or has been, during any period within the past three years prior to the appointment (election) to the Supervisory Board, an independent auditor of JSC “Ukrainian railways” or its subsidiaries, branches, representative offices, or other separate subdivisions;
  • Is currently involved, or has been involved within the past three years prior to the appointment (election) to the Supervisory Board, in the auditing of JSC “Ukrainian railways” or its subsidiaries, branches, representative offices, and/or other separate subdivisions, as an auditor working for an audit firm;
  • Currently is or has been, within the past three years, a key audit partner, an official or employee of an auditing entity responsible for performing mandatory audit services for this company and/or its affiliated entities;
  • Currently is or has been, within the past three years, an employee of an audit firm that has provided audit services during this period to this company and/or its affiliated entities;
  • Currently has, or within the past year has had, substantial business relationships with JSC “Ukrainian railways” or its subsidiaries, branches, representative offices, or other separate subdivisions, either directly as a private entrepreneur or as a shareholder (participant), executive officer, or member of an executive body of an entity involved in such business relationships;
  • Is a close person associated with individuals specified above (for purposes of this clause, the term "close person" shall be interpreted in accordance with the Law of Ukraine “On Prevention of Corruption”);
  • Currently is or previously was a founder, shareholder (participant), executive officer, supervisory board member, employee, or representative of an entity against which the Government of Ukraine has imposed personal, special economic, or other restrictive measures (sanctions);
  • Has an unspent criminal conviction;
  • Has been found guilty by a court decision of violating Article 89 of the Law of Ukraine “On Joint Stock Companies” (such restriction applies for three years from the date of enforcement of the court’s decision);
  • Is a citizen (national) or resident of a state officially recognized by the Verkhovna Rada of Ukraine as an aggressor state, or is a person (and associated persons) subjected to special economic or other restrictive measures (sanctions), including but not limited to measures according to the Law of Ukraine “On Sanctions”;
  • Is a founder, shareholder (participant), executive officer, and/or supervisory board member of a company or other business organization operating in the same or related markets as JSC “Ukrainian railways”;
  • Is an official in another business entity that operates within the business domain of JSC “Ukrainian railways”;
  • Holds elected office or currently is an official state and/or local government official in any country.

Competitive Selection Process

• • Announcement of the competitive selection;
  • Receipt and assessment of application documents submitted by candidates;
  • Interviews with potential candidates conducted by the executive search firm;
  • Identification and formation of a shortlist of candidates, to be submitted to the Nomination Committee by the executive search firm;
  • Interviews with shortlisted candidates conducted by the Nomination Committee;
  • Selection of the successful candidates (winners) by the Nomination Committee.

Professional executive search consultants have been engaged to conduct the competitive selection

– Boyden Ukraine LLC (Boyden Global Executive Search, www.boyden.com). Boyden Ukraine is

part of Boyden Global Executive Search, an international firm specializing in executive recruitment, founded in 1946 in the United States.

Boyden Global Executive Search is ranked among the world’s top 10 executive search firms. The company brings together a team of seasoned consultants operating across 75 offices in 45 countries, with global headquarters in New York, USA. Boyden has consistently been recognized as an industry leader and was ranked among the top 10 executive search firms globally by Forbes.com from 2017 to 2024.

Compensation

Independent Members of the Supervisory Board of JSC “Ukrainian railways” will be receiving monetary compensation in line with international standards and Ukrainian legislation.

To participate in the selection process, the applicant must personally submit the documents listed below via email

• • Application for participation in the competitive selection using the prescribed form in both Ukrainian and English;
  • Consent to the processing of personal data using the prescribed form in both Ukrainian and English;
  • Statement on the meeting of independence criteria of a Member of the Supervisory Board of JSC “Ukrainian railways” in both Ukrainian and English;
  • Applicant's questionnaire in the form according to the appendix (only in Ukrainian);
  • Curriculum vitae (CV) in Ukrainian and English with a color photo;
  • A copy of the document certifying the identity and confirming citizenship;
  • Employment history extracted from the Register of Insured Persons of the State Register of Compulsory State Social Insurance, or copies of the employment record book (if available), or documents confirming relevant work experience. This information must include the exact period of employment, job titles, a general description of duties performed in each position, and the number of subordinates*;
  • A copy of the document on higher education;
  • A copy of documents on postgraduate education and/or professional skills;
  • References and recommendations (if available);
  • A copy of the certificate issued by the competent authority of the applicant's country of permanent residence on the presence or absence of a criminal record;
  • Letter of motivation for the position of Independent Member of the Supervisory Board of

JSC “Ukrainian railways” in both Ukrainian and English, signed by the applicant;

The applicant may also submit additional documents confirming their professional and/or ethical qualifications.

All documents must be submitted in Ukrainian and English and should clearly present the relevant information.

The candidate is responsible for the accuracy of the submitted documents.

Documents must be submitted between May 19, 2025 and 6:00 p.m. (Kyiv time) on June 17, 2025 in Ukrainian and English via email to: [email protected].

Contact phone numbers for inquiries: +38 (044) 200 47 73*3241 or +38 (044) 200 44 84 (contact person from the Secretariat of the Nomination Committee: Tetiana Sverediuk, Nataliia Dovhalenko).

The results of the competitive selection will be published on the official website of the Ministry of Economy of Ukraine, in accordance with the Procedure for the Competitive Selection of Candidates for the Position of Independent Member of the Supervisory Board of a State Unitary Enterprise and Their Appointment, as well as the Competitive Selection Procedure for Candidates for the Position of Independent Member of the Supervisory Board of a Company in which the State Owns More Than 50 Percent of the Shares (Interests), as approved by Resolution No. 142 of the Cabinet of Ministers of Ukraine dated March 10, 2017.

Information on the financial and economic status of JSC “Ukrainian railways” is attached.

*Such a document may be:

• • A certificate/extract issued by the HR department of the respective company;
  • A tax declaration (issued by a government authority);
  • A reference (recommendation) letter from a supervisor;
  • Employment or civil law contracts;
  • Other supporting documents.