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The Nominee Shareholder Agreement is a crucial document used in Switzerland when establishing arrangements where one party (the nominee) holds shares on behalf of another party (the beneficial owner). This arrangement is common in various business contexts, including corporate structuring, privacy preservation, and administrative convenience. The agreement must comply with Swiss regulatory requirements, particularly regarding transparency and beneficial ownership disclosure. A properly structured Nominee Shareholder Agreement should address voting rights, dividend handling, regulatory compliance, and reporting obligations while ensuring alignment with Swiss corporate law and financial market regulations. This document is essential for maintaining legal clarity and protecting the interests of all parties involved in the nominee arrangement.

1. Parties: Identification of the Nominee Shareholder and the Beneficial Owner, including full legal names, addresses, and registration details if corporate entities

2. Background: Context of the nominee arrangement, including details of the relevant company whose shares are subject to the agreement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Shares', 'Nominee Services', 'Dividends', etc.

4. Appointment of Nominee: Formal appointment of the nominee and scope of their authority to hold shares

5. Declaration of Trust: Explicit declaration that shares are held in trust for the beneficial owner

6. Duties and Obligations of the Nominee: Detailed responsibilities of the nominee including share custody, voting, dividend collection, and record-keeping

7. Rights and Powers of the Beneficial Owner: Specification of the beneficial owner's rights to direct the nominee and receive economic benefits

8. Voting Rights and Instructions: Procedures for issuing and following voting instructions

9. Dividends and Distributions: Handling and transfer of dividends and other financial benefits

10. Fees and Expenses: Compensation structure for nominee services and allocation of costs

11. Compliance and Reporting: Obligations regarding regulatory compliance, particularly under Swiss law

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

13. Confidentiality: Confidentiality obligations of all parties

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