84 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 85 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information

Board of Directors 86 Corporate Executive Management 92 Corporate Governance Report 96 Share Capital 108 Governance Corporate Structure 109 86 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 87 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information

Board of Directors

The Board of Globaltrans Sergey Maltsev John Carroll Colley Dr. Johann Franz Durrer Vasilis Hadjivassiliou

is responsible for providing Chairman of the Board, Executive Director, Independent Non-executive Director, Senior Independent Non-executive Independent Non-executive Director effective leadership for the Chief Strategy Officer, Сo-founder Chairman of the Audit Committee Director, Chairman of the Remuneration and shareholder of Globaltrans and Nomination committees Group, establishing its values Appointment: Mr. Maltsev was elected Appointment: Mr. Colley was appointed Appointment: Dr. Durrer was appointed Appointment: Mr. Hadjivassiliou was and culture, overseeing its Chairman of the Board of Directors in April to the Board as an Independent to the Board as an Independent appointed to the Board as an Independent governance, and promoting 2018 and has served as Chief Strategy Officer Non-executive Director in April 2013. Non-executive Director in March 2008. Non-executive Director in September 2019. since August 2017. the success of the Group Skills and experience: Mr. Maltsev was Committee membership: Mr. Colley Committee membership: Dr. Durrer Committee membership: In 2021 for the benefit of all stakeholders. instrumental in the development of the is Chairman of the Audit Committee is Chairman of the Remuneration Mr. Hadjivassiliou became a member The Board is composed freight rail market in and has and a member of the Nomination and Nomination committees. of the Audit Committee. worked in the industry for over 30 years. and Remuneration committees. In 2021 of highly experienced directors, He co-founded Globaltrans and served Mr. Colley became a member of the ESG Skills and experience: Dr. Durrer began Skills and experience: Mr. Hadjivassiliou as Chief Executive Officer from 2008 Committee. his career at Union Bank of Switzerland was a partner in Assurance and Advisory equipped with the diverse until 2015 when he left the Group. At that and in 1970 founded Fidura Treuhand AG, services in PricewaterhouseCoopers (PwC), skills, expertise and commercial point he served as Senior Vice President Skills and experience: Mr. Colley has which provides bookkeeping, auditing Cyprus, from 1990 until 2018 when he retired. for strategy and corporate governance extensive experience in international trade and financial services. During this time he held various leadership experience required to lead at JSC Russian Railways until his return and risk management both in the public positions with PwC, including as an elected to Globaltrans as Chief Strategy Officer and private sectors. From 2007 to 2010, Dr. Durrer graduated from the University member of the Executive Board, Head of the the Group effectively in 2017. Mr. Colley served as country manager of Zurich with a doctorate in Economics Limassol office as well as a number of other for Russia at Noble Resources SA. Prior and is a member of the Swiss Fiduciary offices in Cyprus and was a leading figure and provide support for Mr. Maltsev was a founding member to that, he held a variety of positions Association. in business development. He has extensive the executive management. and Chairman of the non-profit partnership in the public sector, including at the office experience in auditing, International “Council of Railway Operators”. In recognition of the US Trade Representative and the US Financial Reporting Standards and business of his services to the rail industry, Department of Commerce in Washington, advisory services having advised major Mr. Maltsev received the “Honoured DC. He worked for Linkful Ltd and Noble local and international groups including Board Railwayman of Russia” award. He has Resources SA in from 1992 to 1999. companies publicly listed on the London of Directors a degree in railway engineering. Stock Exchange as well as in Cyprus. Mr. Colley, a fluent Russian speaker, holds an MA in History and a BA in International Mr. Hadjivassiliou is a graduate of the Affairs and Russian Studies from University of Manchester and a Fellow the University of Virginia. of the Institute of Chartered Accountants Members Independent of England and Wales. 15 4Non-executive Other appointments: Mr. Colley is currently Directors the principal of Highgate Consulting LLC, Other appointments: Mr. Hadjivassiliou holds a global advisory consulting company. directorships in several companies affiliated with his family and is also a Board member in a number of other private companies. 88 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 89 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information

George Papaioannou Alexander Eliseev Andrey Gomon Elia Nicolaou Melina Pyrgou Konstantin Shirokov

Independent Non-executive Director Non-executive Director, Сo-founder Non-executive Director Non-executive Director, Company Non-executive Director Executive Director, Head of Internal Audit of Globaltrans Secretary, Secretary to the Board

Appointment: Mr. Papaioannou joined Appointment: Mr. Eliseev joined the Board Appointment: Mr. Gomon served as Appointment: Ms. Nicolaou joined Appointment: Ms. Pyrgou was appointed Appointment: Mr. Shirokov was appointed the Board as an Independent Non-executive in March 2008. a member of the Board of the Company the Board as a Non-executive Director to the Board as a Non-executive Director to the Board as an Executive Director Director in April 2013. from 2013 to 2016 and rejoined the Board in March 2008. She is the Company in April 2013. in March 2008 and heads Globaltrans’ in April 2017. Secretary. internal audit function.

Committee membership: Mr. Papaioannou Skills and experience: Mr. Eliseev Skills and experience: Mr. Gomon has over Committee membership: Ms. Nicolaou Skills and experience: Ms. Pyrgou Skills and experience: Mr. Shirokov is a member of the Audit Committee. co-founded Globaltrans in 2004 and has 13 years management experience in the was a member of the Audit Committee is a barrister and registered insolvency has over 12 years’senior international played a leading role in introducing railway industry. From 2006 to 2012 he was in 2020. In 2021, Ms. Nicolaou stepped practitioner and has practised corporate law management experience. Prior to joining Skills and experience: Mr. Papaioannou market-based reforms to the Russian freight CEO of Transoil, one of the largest oil rail down as a member of the Audit Committee for over 25 years. She is currently Managing Globaltrans, he worked in senior finance has an experience of more than 20 years rail transportation market. He has spent transportation companies in Russia, having and became a member and Chair of the Director of Pyrgou Vakis Law Firm, a Cyprus- roles at Mechel and as an economist in financial reporting, risk management, more than 17 years in senior management previously served as CFO between 2003 ESG Committee. based corporate and commercial law at Glencore International. He served as auditing, financial performance analysis positions, mostly within the rail sector, and 2006. He sits on the boards of two practice. Previously she was Director of Legal a non-executive member on the board and taxation. In 2004, he founded G. and sits on the boards of two Globaltrans Globaltrans subsidiaries, New Forwarding Skills and experience: Ms. Nicolaou has Services at PricewaterhouseCoopers of Global Ports Investments PLC between Papaioannou Auditors Ltd, which provides subsidiaries, New Forwarding Company Company and BaltTransServis. extensive experience in commercial, in Cyprus. Ms. Pyrgou served as 2008 and April 2018 where he was accounting, audit, tax and consulting and BaltTransServis. corporate and funds law. She is currently the Chairman of EuropeFides Association, a member of the Audit and Risk committee. services. From 2002 to 2004, he worked Mr. Gomon studied economics at St the Managing Director of Amicorp (Cyprus) a European network of accounting, audit, at Grant Thornton in Cyprus and before that Mr. Eliseev is a graduate of the Russian Petersburg State University and holds Ltd. Previously, she was head of the tax and legal firms, from 2015 to 2016 and is Mr. Shirokov graduated from the Finance for PricewaterhouseCoopers in Cyprus. State Medical University, where he studied an MBA from INSEAD. Corporate Legal department at Polakis a member of various business associations. Academy under the Russian government biophysics. Sarris LLC and also worked at C. Patsalides and studied business management Mr. Papaioannou holds a degree LLC. Ms. Nicolaou participates in various Ms. Pyrgou graduated from the University at Oxford Brookes University. in Accounting and Financial Management Other appointments: Mr. Eliseev associations of the Cyprus Chamber of Keele with a degree in Law and Sociology from the University of Essex. He is a is Chairman of the Board of Globaltruck, of Commerce and sits on the boards and holds a diploma in Environmental Law qualified chartered accountant and a Fellow a leading freight trucking operator in Russia, of other listed and private companies. from the University of Geneva. She was of the Institute of Chartered Accountants listed on the Moscow Exchange. called to the bar in Cyprus in 1992 and in in England and Wales. Ms. Nicolaou graduated with an LLB London (Grays Inn) in 1995. in Law from the University of Nottingham and holds an LLM in Commercial Other appointments: Ms. Pyrgou currently and Corporate Law from University College serves as a member of the Cyprus London. She has an advanced diploma Investments Promotion Agency (CIPA). She in Business Administration from the Cyprus also sits on the Disciplinary Committee of International Institute of Management. the Institute of Certified Public Accountants of Cyprus (ICPAC). Ms. Pyrgou is also a Board member of the Health Insurance Organisation. 90 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 91 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information

Alexander Storozhev Alexander Tarasov Michael Thomaides Marios Tofaros Sergey Tolmachev

Executive Director, Non-executive Director Non-executive Director Non-executive Director Executive Director, Managing Director Chief Procurement Officer

Appointment: Mr. Storozhev joined Appointment: Alexander Tarasov joined Appointment: Mr. Thomaides was Appointment: Mr. Tofaros was appointed Appointment: Mr. Tolmachev was the Board as an Executive Director in April the Board in April 2013. appointed to the Board as a Non-executive to the Board as a Non-executive Director appointed to the Board as a Non-executive 2013. Director in April 2014. in April 2013. Director in April 2013 and as an Executive Skills and experience: Mr. Tarasov Director in October 2013. Skills and experience: Mr. Storozhev has served as a deputy director general Skills and experience: Mr. Thomaides Skills and experience: Mr. Tofaros held senior management roles throughout in Sevtekhnotrans, a Globaltrans subsidiary served as a director at Globaltrans from is a director of the Client Accounting Skills and experience: Mr. Tolmachev a 20-year career in the rail industry that subsequently merged with Ferrotrans. 2004 to 2008 and sat on the Board department at Amicorp (Cyprus) Ltd. became the Group’s Managing Director and has been with Globaltrans since He has held management positions at a of Global Ports Investments PLC, Russia’s He was a financial accountant at Depfa in October 2013. He joined N-Trans Group it was established. He is chairman of a number of leading Russian companies leading container port operator. He has Investment Bank Ltd from 2004 to 2008 in 2001 and has held various management number of Globaltrans subsidiary boards, across different sectors, with a focus been a director at Leverret Holding Ltd and a finance officer at Louis Catering Ltd positions focused on corporate finance including AS Spacecom, AS Spacecom on financial management and analysis. (Cyprus) since 2007. from 2003 to 2004. He has held various and treasury. He also serves on Globaltrans Trans, GTI Management and BaltTransServis positions in the Audit department at KPMG subsidiary boards, including AS Spacecom and serves on the boards of other Mr. Tarasov graduated from the Bauman Mr. Thomaides graduated from London Cyprus. and AS Spacecom Trans. He has Globaltrans’ subsidiaries including New Moscow State Technical University with Southbank University with a BSc degree extensive experience in financial analysis Forwarding Company and Ural Wagonrepair a degree in Engineering and holds a degree in Consumer Product Management. Mr. Tofaros has a degree in Accounting, and modelling. Company. Since February 2015, he has in Economics from the Moscow State Finance and Economics and a master’s been Director of Investments and Business University of Commerce. degree in Business Studies, both from Mr. Tolmachev graduated from Lomonosov Development at New Forwarding Company. the University of Kent. He holds a chartered Moscow State University with a degree Mr. Storozhev is a recipient of the certified accountant (FCCA) diploma and is in Mechanics and Applied Mathematics. “Honoured Transport Worker of CIS” Award. a member of the Institute of Certified Public Accountants of Cyprus. Mr. Storozhev graduated from the Kiev Military Academy of Aviation and Engineering in 1990 with a degree in Engineering. He holds a diploma from the Mirbis Business School in Moscow and a Master’s degree in Business Administration and Finance. 92 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 93 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information

Executive Management

The executive leadership has Valery Shpakov Sergey Maltsev Alexander Shenets Vyacheslav Stanislavsky

responsibility for managing Chief Executive Officer Chief Strategy Officer, Chairman of the Chief Financial Officer Deputy Chief Executive Officer, the Group’s day-to-day Board, Executive Director, Co-founder Head of Operations and shareholder business operations Mr. Shpakov became CEO in March Mr. Maltsev has served as Chief Strategy Mr. Shenets has been CFO of Globaltrans Mr. Stanislavsky joined New Forwarding and support functions. 2016, having served as interim CEO since Officer of the Group since August 2017 since the Group’s establishment and has Company, a Globaltrans subsidiary, as The senior management November 2015. He joined New Forwarding and was elected as Chairman of the Board more than 15 years of experience in senior Deputy General Director for Operations Company, a Globaltrans subsidiary, in 2003 of Directors of Globaltrans in April 2018. finance positions, mostly in the rail sector. and Commerce in March 2010 and became team comprises the executive and has been its CEO since 2007. He is a member of the boards of GTI First Deputy General Director in April 2011. Mr. Maltsev has worked in the rail sector Management, New Forwarding Company, directors along with individuals He is an experienced manager with a track for more than 30 years and was instrumental BaltTransServis, AS Spacecom, AS He has more than 30 years of experience responsible for the key record of over 30 years in the rail industry. in the development of the private freight rail Spacecom Trans and Ural Wagonrepair in the rail industry and is a recipient of the He began his career in the private sector market in Russia. Mr. Maltsev was a founding Company, all Globaltrans subsidiaries. “Honoured Railwayman of Russia” award. subsidiaries and Group in 1999 and has held managerial positions member and Chairman of the non-profit at various companies in the transport partnership “Council of Railway Operators”. He holds an MBA from Lomonosov Moscow functions. Senior management sector. He is a recipient of the “Honoured Having co-founded Globaltrans, he served State University. is in turn supported by a team Railwayman of Russia” award. as the Company’s CEO and member of the Board for over a decade before stepping of highly skilled and competent down in 2015. Subsequently, he worked as the Senior Vice President for strategy line managers. and corporate governance at JSC Russian Railways. He is a recipient of the “Honoured Railwayman of Russia” award. 94 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 95 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information

Alexander Storozhev Kirill Prokofiev Roman Goncharov Sergey Avseykov Svetlana Brokar Artem Gabestro

Chief Procurement Officer, member CEO of BaltTransServis Head of Treasury Business Development Officer Government Relations Officer General Counsel, Corporate Governance of the Board, Executive Director Advisor to CEO

Mr. Storozhev joined the Board as Mr. Prokofiev was appointed CEO Mr. Goncharov has served as CFO of New Mr. Avseykov is in charge of business Ms. Brokar joined as Government Relations Artem Gabestro joined the Group in 2007 an Executive Director in April 2013. He of BaltTransServis, a Globaltrans subsidiary, Forwarding Company, a Globaltrans development for the Group. He joined Officer in December 2018. She is an as a lawyer before becoming general has held a series of senior management in February 2017. Prior to his appointment, subsidiary, since 2005 and has over 15 years New Forwarding Company, a Globaltrans attorney with significant expertise in civil, counsel of Globaltrans two years later. roles over a 20-year career in the rail he spent more than seven years working of management experience. subsidiary, in 2011 as Head of the Marketing tax, commercial, corporate, finance He is a member of the Audit Committee industry. He has been with Globaltrans in senior executive roles in the rail sector. and Development Division. Between 2017 and railway transport matters. She has of Globaltrans’ subsidiary New Forwarding since the company was established and is He has an MBA from the Moscow and 2018, Mr. Avseykov served as acting worked with government departments Company and in January 2020 was Chairman of a number of Globaltrans He graduated from Saint Petersburg State International School of Business. Head of Business Project Management including the Russian Transport, Finance appointed as an advisor to Globaltrans’ CEO subsidiary boards, including AS Spacecom, University of Economics, where he majored at JSC Russian Railways before rejoining and Railway Ministries. From 2009 to 2013, on issues of corporate governance. AS Spacecom Trans, GTI Management in economics. He also holds an MBA Globaltrans in 2018. Ms. Brokar was a member of the Board and BaltTransServis. He also serves on the in Strategic Management from Moscow’s of New Forwarding Company, a Globaltrans Mr. Gabestro is a graduate of Moscow State boards of New Forwarding Company Higher School of Economics. Mr. Avseykov graduated from Tomsk State subsidiary, and since 2014 has acted as its University of International Affairs and holds and Ural Wagonrepair Company, both University and holds a PhD in political in-house legal counsel or provided it with a Master’s degree in law. Globaltrans subsidiaries. Mr. Storozhev science from the Russian Presidential legal services. She also previously worked is a recipient of the “Honoured Transport Academy of National Economics. with the non-profit partnership “Council Worker of CIS” award. of Railway Operators”.

He graduated from the Kiev Military Ms. Brokar graduated with a law degree Academy of Aviation and Engineering from Kaliningrad State University. in 1990 with a degree in Engineering. He also holds a diploma from the Mirbis Business School in Moscow and a Master’s degree in Business Administration and Finance. 96 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 97 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information

Corporate Governance Report

Dear shareholders, On behalf of the Board, I am pleased to introduce the Group’s Governance Report for 2020, which provides an overview of how the Board

maintained its governance focus I would like to thank all of the As a result, the Board was able The secondary listing of the Company's in the challenging circumstances directors for their input, commitment, to continue to engage with and GDRs on the Moscow Exchange was and unwavering support during this to provide constructive feedback another important step in increasing we faced last year due to unprecedented period. to the executive team without our the Group’s profile with Russian governance oversight suffering. investors, especially with the growing the COVID-19 pandemic. The Board, working closely with the retail base of investors, illustrating management, took decisive action Whilst responding to the impact again our firm commitment to open The Board views good governance, transparency to mitigate the impact of COVID-19 of the pandemic inevitably took up and proactive engagement with our and accountability as essential building blocks and to ensure that the business a lot of the Board’s time last year, stakeholders. in supporting Globaltrans' long-term success continued to remain fully operational. we nonetheless continued to make and sustainability. In this context, the impact This included the introduction progress against our strategic 2020 was a very challenging period of the COVID-19 pandemic was not only of measures to protect the health governance priorities. In recognition and I would like to thank the Board an examination of our strategy and business and safety of our employees, of stakeholders’ growing focus and the executive team for their model, but it was also a real-life test of the to improve costs, to optimise on environmental and social issues, commitment and enthusiasm during Group’s governance and in particular capital allocation (for instance the Board announced in January this time. the Board’s ability to exercise effective by cancelling all non-essential 2021 the formation of the ESG leadership and governance oversight expansion CAPEX) to protect free Committee to oversee the Group’s during a period when the business cash flows, to safeguard dividend integration of ESG into our strategy Sergey Maltsev was under extreme stress. It is payments, and to maintain a dialogue and business processes and ensure Chairman very gratifying to report that with the stakeholders. Board that our governance continues Chief Strategy Officer the Board of Directors rose to the and Committee meetings continued to evolve in line with international Co-founder and shareholder challenge of leading the Group as scheduled but as virtual meetings, best practice. with great pragmatism, urgency, with all directors participating via and commitment. remote meeting technology. 98 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 99 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information

Corporate Governance

Report The Board responsibilities and activities Globaltrans’ Board of Directors is accountable to the Company’s shareholders for standards of governance across the Group’s activities. The Board is committed to providing effective, transparent and ethical oversight Corporate governance framework of the Group so that the Board can take decisions which it believes benefit all its stakeholders and communities Corporate governance policies and create value for the Group. Globaltrans’ corporate governance policies and practices are designed to ensure that the Group upholds its responsibilities to shareholders and other stakeholders. This key principle is promoted and applied Responsibilities Board members are nominated In 2020, members of the Board across all levels of the Group in order to establish effective based on their industry knowledge, of Directors held 16,326,121 shares and transparent corporate governance. To that end, Globaltrans’ • Providing leadership, setting expertise and experience in areas and GDRs in Globaltrans. Board of Directors has adopted the Company’s Code of Corporate the overall strategy and ensuring such as accounting, finance, business that the necessary components management and strategic planning. Diversity Governance (based on the principles of the UK Corporate Governance are in place for the Group to meet Code), guaranteeing that the interests of all shareholders are given its objectives. In selecting candidates for the Board, The Board does not operate due consideration. • Setting Group values the Group seeks to create an effective a formal diversity policy concerning and standards, and ensuring that and complementary Board whose age, gender or educational Globatrans’ policies include, inter alia: obligations to all stakeholders are capability is appropriate for the scale, and professional backgrounds. understood and met. complexity and strategic positioning However, in line with best practice, Corporate documents Business ethics Disclosure, transparency • Monitoring and reviewing of the business. Non-executive the Board does take into account and policies and market abuse regulation the performance of the Group Directors are drawn from a wide these aspects when making new and its management. range of industries and backgrounds Board appointments and considering • Articles of Association • Anti-Fraud Policy • Continuing Obligations Policy • Maintaining an effective system including infrastructure, transport the composition of the Board. • Appointment Policy for the Board • Business Continuity Policy • Corporate policy on the of internal control and risk audit and financial services, and have of Directors and its committees • Code of Ethics and Conduct treatment of the rights of minority management to safeguard appropriate experience working There are 2 female members on the • Audit Committee — terms • Corporate Diversity and Inclusion shareholders shareholders’ rights and interests with and for large international Board, equivalent to about 13% of reference Policy • Disclosure Policy and the Group’s assets. organisations. In addition, the Group of the Board. The Board ranges • Board of Directors — terms • Environmental and Energy Policy • Internal control rules for insider • Ensuring an effective governance selects Independent Directors in age from 40 to over 70 years of reference • ESG Policy information framework and compliance with intending to ensure that the views old, with the average age being • Dividend Policy • Freedom of Association Policy • List of insider information relevant regulations. of the free-float shareholders are 52.5 years. Board members have • ESG (Environmental, Social • Human Rights Policy • Securities Dealing Code and the • Assessing from time to time represented and that the interests experience across the following and Governance) Committee — • Policy on reporting PDMR Securities Dealing Code whether the Independent Non- of all stakeholders are taken into areas: the transportation and port terms of reference and investigating allegations executive Directors continue account. industry, audit, accounting, • Nomination Committee — terms of suspected improper activities Privacy to demonstrate independence. economics and finance, of reference (Whistleblowing Policy) The Board comprises 15 members, the banking sector and legal, • Policy on assessment • Supplier Code of Conduct • Privacy Policy eleven of whom are Non-executive engineering and mechanics, of independence and objectivity Membership Directors. Four of the Non-executive biophysics and mathematics, of external auditor Directors are independent. history, international affairs and risk • Remuneration Committee — terms The process for Board appointments Globaltrans separates the positions management. of reference is led by the Nomination Committee of Chairperson and CEO to ensure and members of the Board are appropriate segregation of roles For the Group’s corporate governance documents and policies, please visit elected at the General Meeting. and a clear division of responsibilities. our corporate website at: https://globaltrans.com/governance/corporate- documents. 100 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 101 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information

Corporate Governance Report THE BOARD AND THE BOARD COMMITTEES MEETINGS IN 2020 AND THE ATTENDANCE OF DIRECTORS

Board Nomination Remuneration Audit of Directors Committee Committee Committee E A E A E A E A Sergey Maltsev (Chairman) 18 18 Induction and professional Activities John Carroll Colley 18 18 1 1 3 3 4 4 development The Board meets at least four times a year. Fixed meetings are scheduled Dr. Johann Franz Durrer 18 18 1 1 3 3 The Chairman is responsible at the end of each quarter, while ad hoc meetings are called when there Alexander Eliseev 18 17 for ensuring that there is a properly are pressing matters requiring the Board’s consideration in between Andrey Gomon 18 18 constructed and timely induction the scheduled meetings. Vasilis Hadjivassiliou 18 18 for new directors upon joining the Board. Directors have full access The Board met Elia Nicolaou 18 18 4 4 to a regular supply of financial, George Papaioannou 18 18 4 4 operational, strategic and regulatory Melina Pyrgou 18 18 information to help them discharge times Konstantin Shirokov 18 18 their responsibilities. during 2020 and considered 79 items including the following: Alexander Storozhev 18 18 Performance evaluation 18 Alexander Tarasov 18 18 Regular meetings Ad hoc meetings Michael Thomaides 18 17 The Board’s performance is assessed Marios Tofaros 18 18 annually and the evaluation process • Review of the Group’s financial • Approval of change of the GDR is conducted through a combination and operational performance. depositary bank and transfer Sergey Tolmachev 18 18 of self-assessment and annual • Approval of the annual budget. of GDR Programme. Eligible appraisals. The Chairman’s • Review of the Group’s • Approval of material borrowings E performance is evaluated by the performance against the approved and pledges by subsidiaries. A Attended Non-executive Directors. annual budget. • Approval of the contracts of the • Approval of the annual and semi- Company. annual financial statements • Approval of Company policies. and the respective regulatory • Approval of the remuneration Remuneration of the Board Non-executive Directors are not The total gross remuneration of the announcements. of key management and executive and the management eligible for bonuses, retirement members of the Board of Directors • Review of the results of risk directors. benefits or participation in any paid by the Group in 2020 amounted assessments. • Appointment of the key Directors serve on the Board under incentive plans operated by the to RUB 433 mln. • Approval of the Annual General management of the Group. letters of appointment which Group. The Group’s shareholders Meeting agenda, including • Approval of dividend distribution specify their terms of appointment approved the remuneration dividend proposals and Board by subsidiaries. and remuneration. Appointments are of Board members for 2020 reappointments. • Review and consideration effective until the following Annual at the Annual General Meeting • Approval of appointments to the of various business development General Meeting. Remuneration held on 30 April 2020. For details Board of Directors of subsidiaries. opportunities and major levels for Non-executive Directors of the remuneration paid to the • Approval of the interim dividend transactions. reflect their expertise, time Board and key executives in 2020, of the Company. • Approval of the buyback of the commitment, responsibilities please refer to Note 35a of the Company’s GDRs from the market. and membership of any Board Group’s Consolidated Management • Approval for the listing of the Committees. Directors are also Report and Consolidated Financial Company’s GDRs on MOEX. reimbursed for expenses associated Statements included in the Financial • Changes in the responsibilities with the discharge of their duties. Statements section of this Annual of Board members and other Report. matters. 102 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 103 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information

Corporate Governance

Report Audit Committee

The role of the Audit Committee is to ensure the integrity of the Group’s published financial information and the effectiveness of the internal audit function and the systems for internal control and risk management, as well as the external audit process. Board committees All committees are advisory bodies. While these committees Number Members as at Minimum Number In 2020, in order to assist have the authority to examine of members 31 December 2020 meetings a year of meetings in 2020 the Board and ensure transparency particular issues and report back and impartiality in specific areas, with recommendations, the ultimate Board committees1 Members John Carroll Colley, Globaltrans had 3 Board committees: decision-making responsibility for all 4 and meetings Independent the Audit Committee, the Nomination matters lies with the full Board. Non-executive Director (Chairman) Сommittee and the Remuneration Each committee has written terms 4 4 Elia Nicolaou, Сommittee. The Chairperson of each of reference, approved by the Board, 3 members Non-executive Director committee is an Independent that summarise the committee’s role 2 independent George Papaioannou, Director. In January 2021, the Group and responsibilities. Independent also established the ESG Committee. Non-executive Director

Responsibilities • Integrity of the Group’s financial statements. • Effectiveness of the Group’s internal control and risk management systems. • Relationship with the Group’s external auditors, including the audit process and reports. • Terms of the auditor’s appointment and remuneration. • Implementation of codes of conduct. • Assessment of the Chairman of the Board’s performance.

Issues • Review of the Group’s Consolidated Financial Statements for 2019 and interim financial results considered for the six months ended 30 June 2020. in 2020 • Review of the external auditor’s report to the Audit Committee following its full-year audit for 2019 and review for the six months ended 30 June 2020. • Review of the Group’s external auditor and terms of reappointment for 2020. The Committee recommended reappointment of the external auditors to the Board which, in turn, proposed their reappointment at the Annual General Meeting of the Group held on 30 April 2020. • Review of the report of the external auditor on the audit strategy for 2020. • Review of regulatory announcements by the Group. • Review of internal controls and risk management processes. • Approval of non-audit services to be provided to the Group by the external auditor. • Review of the internal audit function and reports on its activities, and on the internal audit model and plan.

THE AUDIT COMMITTEE MEETINGS IN 2020 Eligible Attended John Carroll Colley 4 4 Elia Nicolaou 4 4 George Papaioannou 4 4

1 Including an ESG Committee established in January 2021. 104 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 105 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information

Corporate Governance Report

Nomination Committee Remuneration Committee

The role of the Nomination Committee is to monitor and review The role of the Remuneration Committee is to ensure that the composition and balance of the Board and its committees executive remuneration aligns appropriately with the business to ensure Globaltrans has the right structure, skills and diversity strategy and that the Remuneration Policy remains appropriate. for the effective management of the Group.

Number Members as at Minimum Number Number Members as at Minimum Number of members 31 December 2020 meetings a year of meetings in 2020 of members 31 December 2020 meetings a year of meetings in 2020

Members Johann Franz Durrer, Members Johann Franz Durrer, and meetings Senior Independent and meetings Senior Independent Non-executive Director Non-executive Director (Chairman) 1 1 (Chairman) 1 3 John Carroll Colley, John Carroll Colley, 2 members Independent 2 members Independent 2 independent Non-executive Director 2 independent Non-executive Director

Responsibilities • Preparation of selection criteria and appointment procedures for Board members. Responsibilities • Remuneration of Executive Directors (Chairman and Executive Directors determine • Regular review of the Board’s structure, size and composition. the remuneration for independent members). • Future Board appointments. • Review of the Group’s Remuneration Policy. • Recommendations regarding the membership of the Audit and Remuneration Committees.

Issues • Advice to the Annual General Meeting on the appointment of Board members. Issues • Approval of bonuses to the Chief Strategy Officer and the Chief Financial Officer. considered • Recommendation on appointment of a Director to the Board of the Company. considered in 2020 in 2020

THE NOMINATION COMMITTEE MEETINGS IN 2020 THE REMUNERATION COMMITTEE MEETINGS IN 2020 Eligible Attended Eligible Attended Dr. Johann Franz Durrer 1 1 Dr. Johann Franz Durrer 3 3 John Carroll Colley 1 1 John Carroll Colley 3 3 106 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 107 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information

Corporate Governance

Report Internal control and audit Group’s operations and, therefore, External auditor can only provide reasonable, and not The Board is primarily responsible absolute, assurance against material The Audit Committee manages for establishing a framework errors, losses, fraud or breaches the relationship with the external of prudent and effective internal of laws and regulations. auditor on behalf of the Board. controls and risk management Each year it considers Establishment of the ESG Committee The ESG Committee will also monitor the development in relation to the financial reporting At Globaltrans, the body responsible the reappointment of the external of the Group’s sustainability strategy, review process for the undertakings for internal audit is the Internal Audit auditor, reviews requirements of the The Board’s strategy and business model aims to deliver and recommend ESG disclosures for Board approval included in the Group consolidation Service (IAS). It tests the Group’s rotation of the audit partner and the sustainable growth for all stakeholders and the and approve the Group’s sustainability reports. that enables risks to be assessed systems of risk management, internal audit firm when applicable, as consideration of environmental, social and governance and managed and financial reports control and corporate governance well as its remuneration and other (ESG) issues has a central role to play. Companies The ESG Committee is comprised of 2 Board to be prepared. to obtain reasonable assurance that: terms of engagement, and makes increasingly are expected by stakeholders to explain members: Elia Nicolaou, Non-executive Director, a recommendation to the Board. how their business impacts on the environment, society who will serve as the Chair, and John Carroll Colley, The Audit Committee reviews • the risk management system Shareholders are then asked and the people in it. The coronavirus pandemic has Independent Non-executive Director. and assesses the Group’s internal functions efficiently; to approve the appointment only served to intensify debate around sustainability control and risk management • material financial, management at the Annual General Meeting. and increase calls for greater transparency. The ESG Committee will meet at least 2 times a year. processes. The system of controls and operating information As the Committee was established at the start of 2021, is designed to manage rather than is accurate, reliable and up-to-date; The Group has a formal policy The Group takes its ESG responsibilities seriously and in further information about its activities will be published eliminate the risks relevant to the • the actions of employees on assessing the independence January 2021 the Board established an ESG Committee in the Group’s Annual Report for 2021. and management bodies comply and objectivity of the external auditor. to lead its thinking on ESG matters and ensure that ESG with the Group’s policies, standards It regulates the terms of appointment issues are integrated into the Group’s long-term strategy. and procedures and applicable of the external auditor and the laws; nature of audit and permitted non- • resources are procured reasonably audit services provided to the and used efficiently and their Group. External auditors periodically Shareholder engagement Management undertakes a regular In connection with the Group’s In 2020, Globaltrans' Investor safekeeping is fully guaranteed; (at least annually) provide written schedule of meetings, presentations, secondary listing on MOEX, Relations team held • Group companies conduct confirmation to the Committee that, The Board places great conference calls and webcasts with the Company arranged their business in compliance in their professional judgement, importance on its relationships institutional investors and sell-side 7 interactive events and seminars meetings with applicable laws. they are independent of the Group. with the Company’s shareholders. analysts. for Russian retail investors to introduce The Committee is satisfied that It continually strives to provide high them to the Company, and set out with investors Every year the Audit Committee the independence and objectivity levels of transparency and build The Group’s commitment to open the investment case. These events were 260and shareholders, approves an internal audit plan, of the external auditors is not trust, recognising that engaging and constructive communication well supported by retail investors in Russia. which is developed by identifying impaired and that the external audit with shareholders is key to creating has been particularly important participated in the audit universe, performing process remains effective. long-term, sustainable shareholder in the last year in light of the There are currently 11 sell-side analysts a risk analysis and obtaining input value. The Board engages with coronavirus pandemic. The Board who monitor Globaltrans. Corporate from management relative to risks, The Audit Committee investor shareholders in a variety of ways. and management worked hard information, including annual reports, conferences, controls and governance processes. recommended the reappointment The CEO and CFO meet regularly to maintain open channels Company announcements The internal auditor regularly of PricewaterhouseCoopers as with the Group’s institutional of communications, maintaining a full and presentations is available 7 reports to the Audit Committee the Group’s external auditor for 2020 arranged investors to hear their views investor relations contact programme on the corporate website at on the progress of planned audits. and 2021. The appointment for 2020 and provide updates on the Group’s using remote communications www.globaltrans.com/investors. If any material internal control was approved by the Group’s strategy and business performance. tools to interact with investors. roadshows deficiencies are identified, they are shareholders at the Annual General The Group has a dedicated The Group’s new website was also immediately communicated to the Meeting on 30 April 2020. Investor Relations team that acts launched in 2020, providing easy- 3 Audit Committee and consequently as the primary point of contact to-navigate access and an enhanced to the Board. with the investor community. investor relations experience. 108 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 109 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information

Share Corporate Capital Structure

OWNERSHIP STRUCTURE, Globaltrans was formed in 2004 when a group Globaltrans provides freight rail transportation, railcar The Group’s corporate structure AS OF 30 MARCH 2021 of like-minded entrepreneurs brought their freight rail leasing and other ancillary services to clients in Russia, ensures efficient asset management 10.8% businesses together to form the Company, giving it the CIS and Baltic countries through its subsidiaries — and operational control while creating logical business segments. 11.5% 11.5% the scale, governance and focus to become one New Forwarding Company, BaltTransServis, GTI 56.9% of the leading players in the region. Management, SyntezRail, Spacecom, Spacecom Trans and Ukrainian New Forwarding Company.

Those founders continue to be Today, the majority of the Company’s CORPORATE STRUCTURE, AS OF 31 DECEMBER 2020 shareholders today with a combined shares are in the hands of the public stake of about 43% in total with Globaltrans’ free float amounting and their entrepreneurial spirit to approximately 56.9%1 of the issued Globaltrans Investment PLC remains at the heart of the Group's share capital. culture and approach. In addition, other directors and management The issued share capital New Forwarding Company, BaltTransServis, BTS-Locomotive solutions, of Globaltrans are shareholders in the of Globaltrans consists of 178,740,916 AO (Russia) OOO (Russia) OOO (Russia) 5 founders 0.2% Company representing about 0.2% ordinary shares with a nominal 0.9% of the issued share capital. value of USD 0.10 each, a certain 100% 60% 100% 3.1% portion of which is held in the 5.1% In 2008, Globaltrans’ founders form of Global Depositary Receipts RemTransServis, recognised the benefits of an ("GDRs"). The GDRs represent one OOO (Russia)

2 international listing and undertook ordinary share each and have been GTI Management, Marigold Investments Ltd OOO (Russia) an Initial Public Offering on the traded on the Main Market of LSE 100% Onyx Investments Ltd 2 London Stock Exchange, becoming (ticker symbol: GLTR) since May 100% Maple Valley Investments Ltd 2 the first freight rail company serving 2008 and on the Level One quotation Russian cargo flows to be listed list of MOEX since October 2020 AS Spacecom, AS Spacecom Trans, (Estonia) (Estonia) Litten Investments Ltd 3 internationally. In October 2020 (ticker symbol: GLTR). Citibank N.A. Globaltrans' GDRs were admitted is the depositary bank for the GDR Goldriver Resources Ltd 4 Ural Wagonrepair Company, to trading on the Moscow Exchange. programme of Globaltrans. AO (Russia) 65.25% 100% Transportation Investments Management Ltd 5 100% Ekolinja Oy, Directors and management (Finland)

Treasury shares 100% Free float 1 Ukrainian New Forwarding Company, LLC () SyntezRail SyntezRail, Limited (Cyprus) ООО (Russia) 1 For these purposes, the free float consists of the ordinary shares and GDRs held by investors not affiliated or associated with Globaltrans. 2 A. Filatov, N. Mishin and K. Nikolaev are co-founders of Globaltrans and are beneficiaries with regard to 11.5%, 11.5%, 10.8% respectively of Globaltrans’ 100% ordinary share capital each through their respective SPVs (Marigold Investments Ltd, Onyx Investments Ltd and Maple Valley Investments Ltd). 60% 100% 3 Beneficially owned by Alexander Eliseev, Non-executive Director and co-founder of Globaltrans. 4 Beneficially owned by Sergey Maltsev, Chairman of the Board of Directors, Chief Strategy Officer and co-founder of Globaltrans. 5 Beneficially owned by Andrey Filatov, Nikita Mishin and , co-founders of Globaltrans. Source: Globaltrans