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The Nominee Shareholder Agreement is a crucial document used in Australian corporate arrangements where legal and beneficial ownership of shares need to be separated. This separation may be required for various business purposes, including corporate structuring, privacy requirements, or regulatory compliance. The agreement details the rights and obligations of both the nominee shareholder (who holds legal title) and the beneficial owner (who retains economic benefits), ensuring clear documentation of their relationship and respective responsibilities. It must comply with Australian corporate law, particularly the Corporations Act 2001 (Cth), and includes provisions for share voting, dividend distribution, and termination arrangements. This type of agreement is commonly used in corporate groups, investment structures, and trust arrangements where nominee shareholding is required for commercial or strategic purposes.

1. Parties: Identifies and defines the nominee shareholder(s) and the beneficial owner(s) who are parties to the agreement

2. Background: Sets out the context of the agreement, including the company details and the purpose of the nominee arrangement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Appointment of Nominee: Formally establishes the nominee arrangement and the nominee's acceptance of the role

5. Declaration of Trust: Confirms that the nominee holds the shares on trust for the beneficial owner

6. Rights and Obligations of the Nominee: Details the nominee's responsibilities including voting, dividend collection, and record-keeping

7. Rights and Obligations of the Beneficial Owner: Specifies the beneficial owner's rights to dividends, voting instructions, and other shareholder benefits

8. Voting Arrangements: Sets out the process for voting instructions and the nominee's obligations to follow them

9. Dividends and Distributions: Details how dividends and other distributions will be handled and transferred to the beneficial owner

10. Costs and Indemnification: Addresses who bears the costs of the arrangement and indemnification provisions

11. Termination: Specifies circumstances and processes for terminating the nominee arrangement

12. Governing Law and Jurisdiction: Specifies that Australian law governs the agreement and establishes jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability