EXHIBIT 10.12
NOMINEE SHAREHOLDER AGREEMENT
This Agreement is made this first day of January 1995, by and between:
(1) ARAMEX INTERNATIONAL LTD., a company duly organized and existing under and
by virtue of the laws of Hong Kong and having its registered office at Room
1021 Sun Hung Kai Centre, 30 Harbour Road, Hong Kong, and acting through its
Regional Office in Amman, Jordan whose address is at X.X. Xxx 000000 Xxxxx,
Xxxxxx (hereinafter referred to as "ARAMEX") of the one part;
and
(2) XX. XXXX XXX XXXXXXXX whose address is at X.X. Xxx 0000 Xxxxx 00000 Xxxxxx,
(hereinafter referred as "Xx. XXXXXXXX") of the other part
WITNESSETH
WHEREAS, Xx. XXXXXXXX owns shares (hereinafter the "Shares") representing
78% (Seventy eight percent) of the share capital of the Arab American
International Express Company (Aramex) Limited whose registered office is in
Amman (hereinafter referred to as the "Company");
WHEREAS, Xx. XXXXXXXX has been holding the Shares in his name since the
Company was first registered on behalf of and for the benefit of ARAMEX
according to the terms and conditions set out herein.
Now, therefore, the parties have agreed as follows:
1. PREAMBLE: The preamble hereto constitutes part and parcel hereof.
2. SCOPE
2.1 Xx. XXXXXXXX hereby confirms and admits that he is holding the Shares in his
name for and on behalf of the ARAMEX.
2.2 ARAMEX agrees to reimburse Xx. XXXXXXXX for all amounts and expenses paid
and incurred by Xx. XXXXXXXX in acquiring and holding the shares.
Furthermore and in the event that the share capital of the Company is
increased and Xx. XXXXXXXX is required to purchase additional shares in the
Company, ARAMEX hereby agrees to pay Xx. XXXXXXXX before such purchase the
price and incidental costs of such purchase.
2.3 Xx. XXXXXXXX hereby agrees to abide by any written instructions given by
ARAMEX and concerning the Shares including casting votes at General Assembly
meetings.
2.4 Subject to any currency and other restrictions, Xx. XXXXXXXX hereby agrees
to transfer the dividends received on the Shares to ARAMEX and upon the
liquidation of the Company to transfer to ARAMEX the proceeds of the
liquidation to which the Shares are entitled.
2.5 Xx. XXXXXXXX shall not be liable for any of the Company's loans, obligations
and liabilities as well as for any guarantees required to be given on behalf
of the Company by the shareholders to any person, institution or otherwise.
Should the Xx. XXXXXXXX be required to make such guarantees then ARAMEX
shall indemnify him for all amounts, expenses and cost that she incurs in
making such guarantees.
2.6 ARAMEX hereby irrevocably and unconditionally agrees to hold Xx. XXXXXXXX
harmless and to fully indemnify him from and against any and all
liabilities, claims, damages, losses, costs and expenses whatsoever and of
any kind or nature which he may suffer or incur as a result of or arising
out of or in connection with the performance of this Agreement and with the
holding of the Shares as a nominee of ARAMEX.
IN WITNESS WHEREOF, the parties have signed this Agreement on the day and
date first above written.
For and on behalf of For and on behalf
ARAMEX Xx. XXXXXXXX
By /s/ XXXXX XXXXXX By /s/ XXXX XXXXXXXX
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Name ------------------------------------- Name -------------------------------------
