Shareholders Agreement Questionnaire Template (Page 2 of 5) in pdf

Names and addresses of Directors, if different to Shareholders

Any pre-emption rights or special

dividend rights to the shares?

If so, please specify

In the event of all other transfers and/or in the event of any retirement or removal of a

Director will the existing Shareholders have rights of pre-emption? If so, what is the

procedure to deal with such proposed share transfers, e.g.

1) is the selling Shareholder to give notice to all other Shareholders of the shares

to be sold, and, perhaps, the party to whom he wishes to sell the shares?

……………………………………………………………………………..

2) is the price of such shares to be agreed by the Shareholders, determined by the

Auditors, or is the selling Shareholder allowed to determine his own price?

………………………………………………………………………………

3) are other Shareholders to be allowed to purchase these shares in proportion to

their existing shareholdings or in accordance with what money they may have

available at the time?

………………………………………………………………………………..

4) if the right of pre emption is only in proportion to their existing shareholdings,

what is the procedure if some Shareholders do not wish to purchase shares?

Can the others take them up?

…………………………………………………………………………………

5) If no rights of pre emption are to be exercised, is the selling Shareholder

allowed to sell the shares and if so, at what price?

………………………………………………………………………………….

Are there any share transfers that can take

place without the need to offer the shares

to be transferred to other shareholders,

e.g. to family members, to trusts, to

companies owned by shareholders,

transfer by personal representatives of

deceased Shareholders?

Is there to be any option scheme whereby

further shares are issued or transferred?

Shareholders Agreement Questionnaire Template Page 2