Federal Law N 208-FZ of December 26, 1995 on Joint-stock companies – artilce 32.1 “Shareholders’ agreement”

Article 32.1. Shareholders’ agreement
(introduced by Federal law of 03.06.2009 N 115-FZ)

1. The shareholders’ agreement is the agreement on the implementation of the rights certified by shares and (or) about the specifics of the share rights. With respect to shareholders ‘ agreement the parties undertake to carry out the rights certified by shares and (or) rights to shares and (or) to abstain (refuse) from exercising such rights in a certain way. The shareholders’ agreement may provide for the obligation of its parties to vote in a certain way at the General meeting of shareholders, to agree on a voting option with other shareholders, to acquire or dispose of shares at a predetermined price and (or) upon the occurrence of certain circumstances, to abstain (refuse) from the alienation of shares until occurrence of certain circumstances, and to take other agreed actions relating to the management, operation, reorganisation and liquidation of companies. (as amended by Federal law from 29.06.2015 N 210-FZ) The shareholders ‘ agreement is concluded in writing by drawing up one document signed by the parties.
2. Shareholders’ agreement subjects cannot include the obligations of the parties of a shareholders’ agreement to vote according to the instructions of the management bodies of the company in respect of its shares for which the agreement is signed.
3. – Repealed on 1st September 2014. – Federal law dated 05.05.2014 N 99-FZ.
4. A shareholders’ agreement is binding only on the parties hereto. Any other agreements of the party of a shareholders’ agreement concluded in violation of the shareholders ‘ agreement may be declared invalid by court at the suit of the interested party of the shareholders’ agreements only in cases if it is proved that the other party to the agreement knew or should have known about the restrictions provided in the shareholders’ agreement.
– The paragraph has lost force. – Federal law of 29.06.2015 N 210-FZ.
4.1. The shareholders who signed the shareholders ‘ agreement are obliged to notify the company about the fact of his detention not later than 15 days from the date of its conclusion. By agreement of the parties to the shareholders’ agreement, notice to the company may be sent by one of its sides. In the event of default of this obligation, the shareholders that are not parties to the shareholders’ agreement are entitled to demand compensation for their losses. (paragraph 4.1 was introduced by Federal law from 29.06.2015 N 210-FZ)
5. A person who has acquired in accordance with the shareholders agreement the right to determine the procedure of voting at the General meeting of shareholders on the shares of public companies shall notify public company of such acquisition if such acquisition was made by a person alone or together with the affiliated person or persons who directly or indirectly gets the opportunity to control more than 5, 10, 15, 20, 25, 30, 50 or 75 percent of votes on outstanding ordinary shares of public companies. Such notification shall contain information about: (as amended by Federal law from 29.06.2015 N 210-FZ)
– full brand name of the public company(ies); (as amended by Federal law from 29.06.2015 N 210-FZ)
– own name or company name;
– the date of conclusion and date of entry into force of the shareholders ‘ agreement, or the date of the decision on amendments to the shareholders’ agreement and the dates of entry into force of the relevant amendments or the date of termination of shareholders’ agreement;
– the validity period of the shareholders’ agreement;
– the number of shares owned by persons who have entered into a shareholders’ agreement, on the date of its conclusion;
– the number of ordinary shares that provide an opportunity to the individual to dispose of votes at the General meeting of shareholders on the date of emergence of the obligation to send such notice;
– the date of emergence of the obligation to give such notification.
Such notice shall be sent within five days from the moment of arising of such obligations.
5.1. Public company discloses information contained in the notifications referred to in this article, in accordance with the legislation of the Russian Federation on securities. (paragraph 5.1 was introduced by Federal law from 29.06.2015 N 210-FZ)
6. The person who is required to give notice in accordance with paragraph 5 of this article and persons to whom the person in accordance with the signed shareholder agreement has the right to give binding instructions on the procedure of voting at the General meeting of shareholders prior to the date of such notice have the right to vote only on the shares, the number of which does not exceed the number of shares owned by the person before the his duty to give such notification. However, all of the shares owned by the person and these persons are counted when determining quorum of the General meeting of shareholders.
7. A shareholders’ agreement may provide for methods of enforcement of obligations resulting from shareholders’ agreements and measures of civil liability for nonperformance or improper performance of such obligations.
The rights of the parties to the shareholders’ agreement based on this agreement, including the right to claim compensation for the breach of contract damages, a penalty (the penalty, fines), compensation (fixed cash amount or amounts to be determined in the manner specified in the shareholders’ agreement) or application of other measures of responsibility in connection with the violation of the shareholders’ agreement, are subject to judicial protection.