Common System Components Special Group

1. Common System Components Special Group Kick-off Meeting March 11 2008

2. Agenda • Background and History • Creation of Special Group for TAF-TSI Deployment • Organisation and Commitments of Founding Stakeholders • Principles of the Stakeholder Agreement • Overall Governance Structure • TAF-TSI Overall Governance • Common Components Governance • Financing Requirements • Initial Budget Estimates • Finalised Adherence List • Tendering Procedures and Timelines • Review update and short list • Deployment Team Status • Next Steps

3. Background and History • The common interface is mandatory for each actor in order to join the rail interoperability community (4.2.14.7) • The Common System Components Group is necessary to implement the agreed SEDP plan – Developed by the Industry and accepted by the Commission. It is part of compliance with the Regulation • The UIC European Assembly (in cooperation with CER/EIM members) approved the creation of a Special Group – with autonomous governance and financial authority • Adherence is open to any Stakeholder in the Rail Industry

4. SEDP Requirements and Timeline

5. UIC as umbrella organisation • UIC has been chosen as the umbrella administrative organisation to implement the Common System Components • As a follow-on to the SEDP development (agreed by TAF TSI Steering Committee) • Acts as contract authority for current tender • Offers a vehicle through the Special Group to remain autonomous in governance and budget • Offers administrative, accountancy and legal status and administering and signing contracts • Offers project management, administrative (billing and accountancy) and audit facilities

6. Common System Components Group - Objectives • The purpose of this group is to finance and support the development and operations of the TAF-TSI Common System Components, operated under the legal statutes of a special group of the UIC, Article 14 • This structure is part of the overall governance as defined in the Strategic European Deployment Plan accepted by the Commission in June 2007 • The group will be charged with the overall governance for the tender in-process for the development and management of the TAF TSI Common System Components.

7. Common System Components Group – Parties • Stakeholders defined: • Individual: Defined as any individual company wishing to subscribe • Organisational: Defined as any organisation representing a group of stakeholders and acting on their members’ behalf. • Founding Stakeholders: • Involved in the development process. • Only open through April 25, then closed until after development • New Stakeholders • May join afterward • Adherence fee based on original key + Investment premium

8. New Stakeholders • New Stakeholders may be admitted after the development period (2009) • New Stakeholders will be assessed their original fee based on the Agreed Key • New Stakeholders will also be obliged to pay an investment premium of 10% compounded annually • Licensing will only be granted by Board in special circumstances (for those not eligible as a Stakeholder)

9. Agreed Key • The UIC European Members comprise 90% of the budget liabilities and their contributions will be assessed based on the agreed UIC key. This key will be variable based upon the makeup of the stakeholders • The other 10% assumed to be distributed amongst organisational Stakeholders – or by individual Stakeholders. These fees could be assessed as a ‘fixed rate’ per stakeholder • Keys will be adjusted annually as new Stakeholders adhere.

10. Organisation of TAF-TSI Deployment Strategy Steering Board of Rail Actors Jan Sundling, Chairman Market Actors European Commission Coordination Deployment Team Manager Operations Cluster IM Cluster RU Cluster Keeper Common Components Other Other Clusters could be formed by function, corridor, etc.

11. Organisation – Common System Components Group • Decision Making by committed Stakeholders by Steering Board (10 Members with equal voting rights) • Implementation Coherence by the Deployment Team (6 + Members) for first two years • Cooperation for implementation with the TAF-TSI Deployment Governance

12. Organisation – General Assembly • The Assembly of the TAF TSI Common Component Group provides input for the overall direction TAF TSI Common Components Group. • The Assembly is comprised of all members of the TAF TSI Common Component Group (i.e. have paid their participation fees and signed the Stakeholder agreement)

13. Organisation – Steering Board • The Steering Board will be the primary decision-making body, reporting directly to the Assembly • Responsibilities • The responsibilities of the Steering Board of the TAF TSI Common Components Group cover the following: • To Steer and prioritise the TAF TSI Common System Components Development programme (and associated activities) through 2014, including decisions on financing scenarios, etc. • Provide the final authority all contractual and budgetary responsibilities related to the Deployment of the TAF TSI Common System Components. • To Support the TAF TSI Deployment Team Manager, who will oversee the development of the Common Systems Components Programme • Manage the common intellectual property and licenses.

14. Organisation – Deployment Team • The TAF TSI Deployment Team shall be contracted to the TAF TSI Common Components Group providing oversight responsibility with respect to the implementation of the TAF-TSI Common System Components. The Deployment Team shall report to the Chairman. • Responsibilities of the Deployment Team • During the term of development and rollout of the TAF TSI Common Components, the Deployment Team shall: • Monitor, track and report (with metrics) on the progress of the implementation • Identify risks, critical success factors, project staffing requirements and project roles • Ensure compliance with Industry, European and TAF-TSI standards • Manage the common development process • Work closely with the clusters for the realisation of the common components.

15. Admission of Stakeholders • The applicant must… • Sign the Stakeholder Agreement • Pay their stakeholder’s fee • Sign the Initial Budget Statement • Stakeholders shall commit themselves financially to the full period of the TAF-TSI Implementation (until 2013) • All Stakeholders are entitled to free and un-restricted use of the software license(s), code source and material procured during the development

16. Total Cost Development and Maintenance

17. Total Cost of Ownership

18. Financing of the Special Group • Costs will be shared in a fair and non-discriminatory way by assessing fees to the Founding Stakeholders using a key approved by the Steering Board. • Need for guarantee commitments from Stakeholder(s) up to full payment of project (at most 10 Million TCO) • The fee structure will be based on the Initial Budget (now based on 10 million euro – instead of 13 million) • New Stakeholders in the future who wish to join may do so by paying an entrance fee that will allow the Founding Stakeholders to offset their initial investment.

19. Termination/New Commercial Structure • The Steering Board may recommend the termination of the Special Group according to article 14 of the UIC but not earlier than the point in time where all liabilities are fulfilled and paid. • The Special Group can be terminated and transformed into a separate company with the Stakeholders holding proportionate shares in the company regulated and decided by a shareholder agreement.

20. Financing Scenarios • TEN-T Funding has been approved for 1 million euros • Only a percentage of the development costs is admissible (could be less than 1 million) • Not included in the initial budget estimation due to unknown contract terms • Stakeholder Financing • Commitment to the initial budget

21. Deployment Team Status • Reviewing the Offers – Final Selection of Short List by end of month • Interviews with the top 3 - 5 candidates for clarification of offers • Final selection presented to the Steering Board of the Common Components group on April 25 • Must hire a full-time project manager to oversee the development. Team members may provide technical development coordination. • Will be selecting one more RU member • Will sign contracts once the Common Components Group is established with funding commitments

22. Next Steps