Pursuant to the Procedure for conducting competitive selection of candidates for the position of independent member of the supervisory board of a state enterprise and their appointment, as well as conducting competitive selection of candidates for the position of independent member of the supervisory board of an economic entity in the statutory capital of which more than 50 percent of shares (stakes) belong to the state, approved by the resolution of the Cabinet of Ministers of Ukraine dated March 10, 2017, No. 142 (as amended by resolution of the Cabinet of Ministers of Ukraine No. 1804 of 31 December 2025) and Orders of the Ministry for Development of Communities and Territories of Ukraine No. 1397 of 18 September 2025 and No. 304 of 17 February 2026, “Оn the announcement of a competitive selection of independent members of the supervisory board of Joint Stock Company “Ukrposhta”, an open competitive selection is hereby announced for five (5) positions of independent members of the Supervisory Board of Joint Stock Company “Ukrposhta” (JSC “Ukrposhta”).

Name of the company: Joint Stock Company “Ukrposhta” (JSC “Ukrposhta”)

Location: Ukraine, Kyiv

The number of independent members of the Supervisory Board to be selected: five (5) persons.

About the Company: JSC “Ukrposhta”, the sole national postal operator of Ukraine.

The founder and shareholder of JSC “Ukrposhta” is the state, represented by the Ministry for Development of Communities and Territories of Ukraine. The European Bank for Reconstruction and Development (EBRD) is supporting JSC “Ukrposhta” in strengthening its corporate governance system by engaging an executive search firm to conduct the search and selection of highly qualified members of the Supervisory Board.

JSC “Ukrposhta” is one of the largest state‑owned enterprises in Ukraine. Ukrposhta’s operations are carried out through an extensive network of more than 4,600 permanent and 1,900 mobile branches, which together cover 26,000 points of presence and 100% of the territory of Ukraine (excluding the temporarily occupied territories and active combat zones), and provide employment for around 25,000 people. The Company provides a wide range of postal, logistics, financial and retail services to individual and corporate clients throughout the territory of Ukraine (except for temporarily occupied territories), including:

• Postal services (delivery of letters and parcels within Ukraine and abroad);
• Payment and delivery of pensions and other social benefits to citizens;
• Financial services (acceptance of payments for utilities; execution of domestic and international postal money transfers);
• Distribution of periodicals (subscription and delivery of periodical printed publications);
• Sale of goods (including acting as a commercial intermediary for products owned by other parties), as well as the provision of other related services.

Ukrposhta has the exclusive right in Ukraine to issue, introduce into circulation, organize the distribution of and withdraw from circulation postage stamps, stamped envelopes and postal cards.

An effective and professional Supervisory Board is a key prerequisite for ensuring proper strategic management, enhancing operational efficiency, as well as the transparent and accountable functioning of the Company.

Both Ukrainian and foreign professionals may apply, provided they have a proven track record of managerial experience and professional expertise in postal and logistics services, corporate finance, investment, financial management, audit, or e‑commerce, meet the legally established qualification and independence requirements, and possess an impeccable business reputation.

Supervisory Board Profile

The Supervisory Board of JSC “Ukrposhta” is formed with due consideration of the Company’s profile and strategy and consists of five (5) independent members and two (2) members representing the interests of the state. Independent members must meet the independence criteria and other requirements stipulated by Ukrainian legislation and the Company’s Charter.

The composition of the Supervisory Board is formed in compliance with the principles of collective suitability, diversity of composition, equality of requirements, professionalism, openness, and transparency.

• The principle of collective suitability means that, once the Supervisory Board of the enterprise or company is fully constituted, its members collectively meet the qualification requirements, as well as any additional qualification requirements regarding competencies, skills, and professional experience, taking into account the needs, type, and specific features of the enterprise’s or company’s activities, as defined in the charter and/or the regulations on the Supervisory Board and/or the regulations on the principles for forming the Supervisory Board of the enterprise or company.
• The principle of diversity of composition means that the appointment of each candidate as an independent member of the Supervisory Board contributes to enhancing the collective suitability of the Supervisory Board of the enterprise or company, in particular by increasing compliance with the qualification requirements and additional qualification requirements defined in the charter and/or the regulations on the Supervisory Board and/or the regulations on the principles for forming the Supervisory Board of the enterprise or company, and by ensuring the election to the Supervisory Board of members who have education and professional experience in various fields and who represent different genders, age groups, and national backgrounds.
• The principle of equality of requirements means that, during the competitive selection for the positions of independent members of the Supervisory Board, uniform requirements and assessment procedures are applied to all candidates, irrespective of their age, gender, nationality, or political views; in particular, no candidate may be granted any non-competitive advantages during the selection procedure in comparison with other candidates.
• The principle of professionalism means that, during the competitive selection for the positions of independent members of the Supervisory Board, preference is given to candidates whose competencies, skills, and professional experience most closely correspond to the additional qualification requirements defined in the charter and/or the regulations on the Supervisory Board and/or the regulations on the principles for forming the Supervisory Board of the enterprise or company.
• The principle of openness means that any legally capable individual who meets the requirements for the position may participate in the competitive selection for the positions of independent members of the Supervisory Board.
• The principle of transparency means that information on the commencement of the competitive selection for the positions of independent members of the Supervisory Board, the procedure for participation in and conduct of such selection, as well as the final results of the competitive selection for such positions, constitutes public information and shall be subject to disclosure.

Any form of discrimination is strictly prohibited, including on the grounds of ethnic, racial or national origin, gender, language, social or property status, political views, religious beliefs, age, sexual orientation, place of residence, marital status or other characteristics.

The results of the selection process will be published on the official website of the Ministry of Economy of Ukraine in accordance with the Procedure for conducting a competitive selection of managers of state-sector business entities, approved by Resolution No. 777 of the Cabinet of Ministers of Ukraine dated 3 September 2008 “On Competitive Selection of Managers of State-Sector Business Entities”.

Responsibilities of Supervisory Board Members

Members of the Supervisory Board bear collective responsibility for the effectiveness of the Board’s work and its decisions. They act in the interests of the shareholder, the Company, and society, ensuring an appropriate balance of strategic, control, and oversight functions. Each member of the Supervisory Board will be expected to:

1. Participate in strategic leadership: contribute to the development, approval, and monitoring of the Company’s strategy and participate in the formation of key policies and long-term priorities.
2. Exercise supervisory and control functions: assess the effectiveness of the executive body, oversee compliance with sound governance principles, risk management, internal control, and internal audit.
3. Ensure transparency and accountability of management: promote disclosure of accurate, complete, and timely information and support open communication between governing bodies and shareholders.
4. Promote a culture of integrity and sustainable development: adhere to high ethical standards and avoid conflicts of interest, support social and environmental responsibility, and ESG principles in the Company’s activities.

Candidate Profile

Below are the mandatory requirements for an independent member of the Supervisory Board of JSC “Ukrposhta”:

• Availability of full civil legal capacity;
• Have no unexpunged or outstanding criminal conviction;
• Presence of and willingness to provide proof of the presence of higher education;
• 10+ years of experience in a top executive position (C level);
• Professional knowledge, skills, relevant work experience, and other characteristics necessary for the proper performance of the duties of a supervisory board member, corresponding to the types of activities of a state-owned enterprise and a business entity, in the statutory capital of which more than 50 per cent of shares (stakes) belong to the state;
• Capacity to devote sufficient time to Board work as well as to maintaining and developing their professional knowledge and skills;
• Absence of prohibitions on holding relevant positions or conducting certain types of activities;
• Absence of private interests that may hinder the proper performance of the duties;
• Integrity, impartiality, and an impeccable professional record and reputation;
• Compliance with the independence requirements as defined by Ukrainian legislation;
• Not hold elected positions and not be an official of state authorities or local self‑government bodies;
• Proficiency in Ukrainian and English – for citizens of Ukraine, English – for foreigners.

Each independent member of the Supervisory Board should have experience, competencies and professional skills that differ significantly from those of the other Board members. This supports the formation of a diverse Supervisory Board and enables maximum use of different perspectives and areas of expertise to support the Company’s development and growth. The experience listed below is desirable for each candidate individually, while in aggregate it is mandatory for the Supervisory Board as a whole:

Each independent member is expected to demonstrate:

• Experience as a Supervisory Board member and/or in C-level executive roles for at least 10 years in international and/or Ukrainian companies, with responsibility for developing the company’s strategy, business/financial plan and budget, and/or raising investments and conducting investment analysis, and/or building a culture of integrity;
• Performing an oversight function as a board member over the development and organization of processes with a focus on the strategic management of the company’s activities in accordance with the Charter, as well as over the assessment of management performance effectiveness;
• High level of collaboration, demonstrated ability to work in multi-disciplinary and multi-cultural teams, proven ability to manage stakeholders, build consensus.
• Ability to interact constructively with operational management and to steer the business through periods of crisis and growth.
• Experience in overseeing international relations, EU integration and strategic partnerships will be considered an advantage.
• Working experience across emerging markets and/or multiple geographies will be considered an advantage.
• Experience in developing and implementing corporate governance systems will be considered an advantage. Practical understanding of the principles and fundamentals of corporate governance, sustainable development, and environmental, social, and governance (ESG), sustainability will be considered an advantage.
• The Chair of the Supervisory Board of a payment institution (other than a small payment institution) must have at least three years of aggregate professional experience in the financial sector, including at least one year in managerial positions.
• The Chair of the Supervisory Board of an electronic money institution must have at least three years of aggregate professional experience with a provider of financial payment services/financial institution holding a licence to execute money remittances in the national currency without opening accounts, or with a bank, including at least one year in managerial positions.

Functional Expertise

Each independent member should demonstrate primary professional competence in at least one of the following areas (and additional secondary competences). Collectively, the Supervisory Board should cover all of these domains:

1. Business Strategy and Change Management in Postal Services

• 10 years of experience in senior leadership roles in companies in the postal and logistics, express‑delivery or transport and logistics sectors.
• Deep expertise and a proven successful track record in developing and implementing long‑term strategy and overseeing operations in the postal services and/or logistics sector.
• Experience managing transformation processes and complex projects involving organizational change in the postal services and/or logistics sectors.
• Clear understanding of global and European trends in the development of the postal and logistics industry.
• Ability to critically assess business strategies and propose alternatives in the context of changes in the postal/logistics market, increasing competition, and the development of digital transformation.

2. Corporate Finance, Investment and/or Financial Analysis

• Experience in senior positions in investment banking / consulting environments or large corporations (experience in leading an analytics or research department is an advantage).
• Exceptional knowledge of corporate finance and a deep understanding of the financial reporting of companies and real-sector enterprises, with a focus on Ukrainian public companies (experience in preparing analytical reports on public companies is an advantage).
• Direct, successful experience in M&A transactions, capital markets operations, raising private and international financing, restructurings, or project finance (experience in the infrastructure sector is an advantage).
• Experience interacting with international financial institutions (EBRD, IFC, World Bank, IMF) and international lenders.

3. Digital Transformation

• Deep expertise in digital transformation and long-term digital strategy in large-scale organizations (postal/logistics experience an advantage).
• Experience managing complex transformation programs (IT and business architecture, automation, implementation of digital platforms, data & analytics, CRM/ERP, etc.).
• Understanding of innovation trends in logistics and e-commerce (automation, robotics, AI, automated postal branches, digital financial services, etc.).

4. Financial Services, E-commerce/Retail

• Proven track record of successful work in senior leadership roles in financial services and/or retail and e-commerce.
• Deep knowledge of trends in the development of financial and payment services in international markets (with a focus on the EU); understanding of trends and practical experience in Ukraine is an advantage.
• Deep understanding of e-commerce and financial services business models and their requirements for logistics, IT infrastructure, payment solutions, and customer service (knowledge and understanding of banking financial services is an advantage).
• Experience managing partnerships and contracts with retailers, marketplaces, logistics companies, banks and payment providers.
• Practical understanding of end‑to‑end customer experience across online and offline channels.

5. Strategic Management 

• Proven and successful experience in senior leadership positions in large international companies and/or leadership experience in corporate strategy development in large infrastructure companies (experience in the postal/logistics sector is an advantage).
• Proven experience in implementing corporate/business strategy and managing a project portfolio (experience in the postal/logistics sector is a significant advantage).
• Proven experience in shaping or overseeing the implementation of a human capital management strategy, including workforce planning, development and performance evaluation of the management team, as well as building a strong leadership talent pipeline in large organizations.
• Ability to critically assess Management’s approach throughout business cycles (during both growth and downturn) and to contribute to effective company management in times of crisis and during business scaling) in crisis conditions.

An individual cannot be nominated for the position of an independent member of the Supervisory Board of JSC “Ukrposhta” if they:

1. Have been a founder, shareholder (participant), member of the supervisory board, head or member of the executive body of a legal entity operating on the same or adjacent markets as JSC “Ukrposhta”.
2. Have outstanding criminal convictions.
3. Are a citizen of, or have acquired citizenship of, a country waging armed aggression (in a state of declared or undeclared war) against Ukraine, or are the ultimate beneficial owner of 10% or more of the shares (interests) of a legal entity registered in or operating in such a country.
4. Have been found guilty by a court decision of violating Article 89 of the Law of Ukraine “On Management of State Property Objects”.
5. Are prohibited under Ukrainian law from holding positions in corporate management bodies.
6. Have been refused approval by the National Bank of Ukraine as a candidate for the position of member of the supervisory board or their previously granted approval has been withdrawn. In such a case, the governing body, in accordance with the procedure established by law, shall adopt a decision to terminate the powers and the contract of such member of the supervisory board and shall address the election of a new member of the supervisory board.
7. Own (directly or indirectly) 5 percent or more of the share capital of such a company (individually or together with affiliated persons) or represent the interests of such an owner.
8. Are a civil servant or representative of the state.
9. Are, or during the previous five years have been, an officer of JSC “Ukrposhta” or its subsidiary, branch, representative office or other separate subdivision (other than as an independent Supervisory Board member).
10. Are, or during the previous three years have been, an employee of JSC “Ukrposhta” or its subsidiary, branch, representative office or other separate subdivision.
11. Are an affiliated person (as defined in the Law of Ukraine “On Joint Stock Companies”) of JSC “Ukrposhta”, its shareholders (participants), its subsidiary, branch, representative office or other separate subdivisions and/or their officers.
12. Receive or have received during the previous three years from JSC “Ukrposhta” or its subsidiary, branch, representative office or other separate subdivision any income other than remuneration for Supervisory Board service.
13. Are or have been, during any period in the last three years prior to appointment, an independent auditor of JSC “Ukrposhta” or its subsidiary, branch, representative office or other separate subdivision.
14. Participate or have participated during any period in the last three years in the audit of JSC “Ukrposhta” or its subsidiary, branch, representative office or other separate subdivision as an auditor employed by an audit firm.
15. Have or have had during the last year material business relations with JSC “Ukrposhta” or its subsidiary, branch, representative office or other separate subdivision, acting directly as a sole trader or as a shareholder (participant), head or member of the executive body of a business entity with such links. Materiality is defined by the Company’s Charter or Supervisory Board regulations.
16. Have, in aggregate, served for more than 12 years as a member of the supervisory board of a state unitary enterprise or a company.
17. Are a close person in relation to the persons referred to in points 7–16 above (the term “close person” is used in the meaning defined in The Law of Ukraine “On Prevention of Corruption”).

Compensation

Independent members of the Supervisory Board of JSC “Ukrposhta” shall receive monetary compensation that is in line with international standards, in accordance with applicable legislation.

Selection Process

• Announcement of the competitive selection.
• The collection and assessment of the submitted documents of the candidates.
• Interviews with potential candidates conducted by the executive search firm Heidrick & Struggles Ukraine.
• Definition and composition of the list of recommended candidates and submission of the list of recommended candidates to the Nomination Committee by the executive search firm Heidrick & Struggles Ukraine.
• Approval of the list of recommended candidates by the Nomination Committee.
• Interviews with shortlisted candidates conducted by the Nomination Committee.
• The selection of the winners is conducted by the Nomination Committee.
• Approval of the winners of the selection by the Cabinet of Ministers of Ukraine.

Application Package and Submission Requirements

To participate in the selection, candidates must personally submit the following documents by email:

• Application for participation in the competitive selection process in the prescribed form (in Ukrainian and English).
• Candidate questionnaire in the prescribed form (in Ukrainian only). Machine translation may be used if necessary.
• Copy of an identity document confirming the candidate’s citizenship.
• Biographical note (curriculum vitae) (in Ukrainian and English).
• Statement on compliance with independence criteria in the prescribed form (in Ukrainian and English).
• Consent to personal data processing in the prescribed form (in Ukrainian and English).

Documents must be submitted from March 27, 2026 6:00 PM (Kyiv time) April 24, 2026 to the email address: [email protected]

For inquiries, you can contact phones +38 (044) 200 44 84  +38 (044) 200 47 73*3380 (contact persons of the Secretariat of the Nomination Committee: Sabina Yaroshenko, Nataliia Dovhalenko).

If the candidate is included in the list of recommended candidates, they shall also submit the following to the email addresses: [email protected] and [email protected] before the Nomination Committee starts interviews with candidates:

• Motivation letter for the position of independent member of the Supervisory Board of JSC “Ukrposhta” (in Ukrainian and/or English).
• Certificate issued by the competent authority of the candidate’s country of permanent residence confirming the presence or absence of a criminal record (for foreign nationals or stateless persons).
• Information on employment history 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 other documents confirming relevant work experience.
• Copy of the higher education diploma (if information on the diploma is not available in the Unified State Electronic Education Database).
• Copies of documents on postgraduate education and/or professional qualifications (if available and if not recorded in the Unified State Electronic Education Database).
• Recommendations and reviews (if available).

Candidates may additionally submit other documents confirming compliance with qualification and/or additional qualification requirements. In such cases, the candidate should provide an explanation in the motivation letter as to why these documents should be taken into account.

Documents may be signed or copies certified by applying a qualified electronic signature (QES) or an advanced electronic signature based on a qualified certificate.

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

Assessment of candidates’ professional and leadership competencies will be carried out by Heidrick & Struggles Ukraine under the leadership of Managing Partner Tetiana Furtseva. Heidrick & Struggles is a leading global provider of leadership advisory and on-demand talent solutions, having worked with more than 70% of Fortune 1000 companies across virtually all sectors worldwide. The firm was founded in 1953 and is headquartered in Chicago.

The results of the selection process will be published on the official website of the Ministry for Development of Communities and Territories of Ukraine within two working days from the day following the appointment/election of an independent member of the supervisory board to the position, in accordance with the Procedure for conducting competitive selection of candidates for the position of independent member of the supervisory board of a state enterprise and their appointment, as well as conducting competitive selection of candidates for the position of independent member of the supervisory board of an economic entity in the statutory capital of which more than 50 percent of shares (stakes) belong to the state, approved by the resolution of the Cabinet of Ministers of Ukraine dated March 10, 2017, No. 142.

Information on the financial and economic status is attached.