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The Proxy Shareholder Agreement is a crucial document used in the UAE business environment where nominee shareholder arrangements are required or beneficial. This arrangement is particularly relevant in contexts involving foreign investment structures, family businesses, or corporate restructuring. The agreement, governed by UAE law, must carefully balance the practical needs of business operations with compliance requirements under UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and related regulations. The document typically includes comprehensive provisions for share ownership, voting rights, dividend distributions, and control mechanisms, while ensuring that the arrangement does not violate UAE anti-fronting laws or foreign ownership restrictions. The Proxy Shareholder Agreement must be structured to provide adequate protection for both the beneficial owner's economic interests and the nominee shareholder's legal position.

1. Parties: Identification of the beneficial owner and the nominee shareholder, including full legal names and addresses

2. Background: Context of the arrangement, including details of the company and reasons for the proxy structure

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

4. Appointment and Authorization: Formal appointment of the nominee shareholder and scope of their authority

5. Declaration of Trust: Confirmation that the nominee holds shares in trust for the beneficial owner

6. Rights and Obligations: Detailed responsibilities of both parties, including voting, dividends, and corporate actions

7. Voting Instructions: Process for the beneficial owner to provide voting instructions to the nominee

8. Dividend and Distribution Rights: Mechanisms for handling company distributions and payment to beneficial owner

9. Representations and Warranties: Statements of fact and promises by both parties regarding their capacity and authority

10. Indemnification: Protection mechanisms for the nominee shareholder against potential liabilities

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Confidentiality: Obligations to maintain secrecy about the arrangement and company information

13. Governing Law and Jurisdiction: Specification of UAE law application and dispute resolution mechanisms