Notice of the Supervisory Board of NJSC “Naftogaz of Ukraine”

The Supervisory Board (“the Board”) of Naftogaz of Ukraine (“Naftogaz” or “the Company”), recently appointed and acting with a mandate from the Government of Ukraine, has developed a framework to conduct a selection process for the Chief Executive Officer (“CEO”) of the Company, to ensure the governance of the company is aligned with OECD Guidelines on Corporate Governance of State-Owned Enterprises (“OECD Guidelines”). These guidelines state that transparent and open procedures should be undertaken for executive appointments and that the Board has the authority to appoint them.

The Board is aware that the Government of Ukraine, by necessity, made a CEO appointment before the current Board was in place. Now that the Board has been appointed, in order to execute its governance responsibilities, it has determined that it will conduct an open selection procedure for the CEO position.

The Board is also aware of the special circumstances that prevail in Ukraine, namely the military situation and the primary requirement that energy security be established and maintained, including supply of gas to the Ukrainian economy. The Board, as part of its mandate, also notes the interests of other stakeholders, including those providing finance to the company and to the nation. The Board is also mindful that to undertake its primary mission, the Company requires stability in its operations and leadership.

The Board intends to undertake its responsibilities with sufficient knowledge of the Company to fulfill its mission wisely and will exercise proper judgment as to the timing of running an open and transparent CEO appointment process. In this regard, the Board will not conduct a competition for the Naftogaz CEO position in the near term, but neither will the initiation of the competition be unnecessarily delayed. The Board will conduct the selection process at a time of its choosing, after determining that key conditions with respect to Company stability and its contributions to the Ukrainian economy have been met, including execution of the Company’s responsibilities to ensure gas supply during the next heating season. As the Board deliberates about the timing of the competition, it will take into account the military situation in Ukraine and consider input from the Government of Ukraine and other relevant stakeholders. The Board reiterates that it will undertake these actions in the best interests of Naftogaz, as required by OECD Guidelines.

Until such time as the Board has executed a CEO selection process, Oleksiy Chernyshov will continue in his role as CEO of Naftogaz with the full support of the Board. When the selection process is commenced, the Board will welcome outside applicants, as well as expecting Mr. Chernyshov to be amongst those to submit candidacy for the position of CEO.

Oleksiy Chernyshov, CEO, said “I share the Supervisory Board’s strong commitment to OECD Guidelines, and believe that these principles will be the foundation for our Company’s long-term success.”

Anthony Marino, Chair of the Board, commented “The Supervisory Board is grateful for the heroic contributions of Naftogaz staff during the war. Naftogaz has executed a number of difficult and essential missions, including providing uninterrupted gas supply to Ukrainian citizens during the last heating season, achieving record drilling levels, and increasing natural gas production to a level that brings Ukraine closer to selfsufficiency in gas supply. Each of these would have been challenging to achieve in peacetime, but the employees of Naftogaz have done all of them under wartime conditions. The Board looks forward to working with the Naftogaz team to meet Ukraine’s energy needs, provide a bellwether for corporate governance, and contribute to Ukraine’s victory and postwar economic miracle.”

The above release is issued on behalf of the Supervisory Board of Naftogaz of Ukraine:

• Anthony Marino, Chairperson of the Supervisory Board of Naftogaz;
• Nataliya Boyko, Vice-Chair of the Supervisory Board;
• Tor Martin Anfinnsen, Member of the Supervisory Board;
• Richard Hookway, Member of the Supervisory Board;
• Rostyslav Shurma, Member of the Supervisory Board;
• Ludo Van der Heyden, Member of the Supervisory Board.

On November 4, 2022, the Cabinet of Ministers of Ukraine appointed Oleksiy Chernyshov as CEO of NJSC “Naftogaz of Ukraine”.

On January 24, 2023, the Government selected six Supervisory Board members of the Company. They were selected as a result of transparent
and independent competition under the OECD Principles of Corporate Governance and OECD Guidelines on Corporate Governance of State Owned Enterprises.

For about a year and a half, there was no Supervisory Board at the Company due to termination of powers of all its members. During such period, the Government exercised the powers of Supervisory Board (under article 51 of the Law of Ukraine “On Joint-Stock Companies” and the Company Charter).