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The Nominee Shareholder Agreement is a crucial document used in German corporate structures where legal and beneficial ownership of shares need to be separated for legitimate business purposes. This arrangement is common in international business transactions, investment structures, and corporate reorganizations. The document must comply with German legal requirements, particularly the Aktiengesetz and transparency regulations. A properly structured Nominee Shareholder Agreement helps ensure clear documentation of rights and obligations, proper corporate governance, and compliance with regulatory requirements including beneficial ownership disclosure. The agreement typically includes comprehensive provisions for voting rights, dividend handling, and termination procedures, while maintaining transparency with relevant authorities and protecting both parties' interests.

1. Parties: Identification of the nominee shareholder and the beneficial owner

2. Background: Context of the nominee arrangement and the purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Company', 'Nominee Services', etc.

4. Appointment: Formal appointment of the nominee and scope of the nominee arrangement

5. Nominee Declarations: Declarations by the nominee regarding their role, including confirmation of bare trustee status

6. Beneficial Ownership: Clear statement of beneficial ownership rights and economic entitlements

7. Voting Rights and Instructions: Procedures for giving and following voting instructions

8. Dividends and Distributions: Handling of dividends and other corporate distributions

9. Compliance Obligations: Requirements for compliance with German laws, including transparency and anti-money laundering regulations

10. Fees and Expenses: Nominee's compensation and reimbursement of expenses

11. Duration and Termination: Term of the agreement and termination provisions

12. Transfer and Assignment: Provisions regarding transfer of shares or rights under the agreement

13. Confidentiality: Confidentiality obligations of both parties

14. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes