SHAREHOLDERS AGREEMENT between Abdul and Dani

## SHAREHOLDERS AGREEMENT This Shareholders Agreement (“Agreement”) is entered into on [date], between: 1. ONLINE HAIR EXPERIENCE SL (represented by Daniel Tapias) ("Majority Shareholder"), holding a 51% share in [BANGLA HAIR, LTD.], registered in Bangladesh, contributing capital, strategic know-how, and expertise in the hair and wigs sector. 2. Abdul Quayum ("Minority Shareholder"), holding a 49% share in [BANGLA HAIR LTD.], registered in Bangladesh, contributing time, commitment, and management to the company’s daily operations. 3. [BANGLA HAIR, LTD.] (“the Company”), with its registered office at [address] and registered under [registration number] in Bangladesh. --- ### 1. OBJECT OF THE COMPANY The Company will engage in the **production of hair-related products**, including wigs, hair prosthetics, hairpieces, extensions, and other related items. The Company may **sell and export** these products through diverse sales channels, including online platforms and international markets. Furthermore, the Company may **invest in third-party businesses**, such as suppliers and subcontractors, to ensure operational quality and long-term strategic growth. --- ### 2. RECOVERY OF MAJORITY SHAREHOLDER’S INVESTMENT The **Majority Shareholder** is entitled to recover the initial investment before any profit distribution takes place. The following provisions apply: #### 2.1. Profit Distribution Conditions - Dividends will only be distributed to shareholders once the **Majority Shareholder** has recovered 100% of the initial investment contributed to the Company. - After full recovery of the initial investment, profits will be distributed according to shareholding percentages: **51% for the Majority Shareholder** and **49% for the Minority Shareholder**. #### 2.2. Transparency and Documentation - The Company will maintain **clear and audited financial records** to determine the recovery of the investment. - A detailed statement of all pre-incorporation investments made by the Majority Shareholder will be formally documented and approved by both shareholders. - Any disputes regarding the recovery process will be resolved through arbitration, as outlined in this Agreement. --- ### 3. CONDITIONS FOR PREFERENTIAL SUPPLY TO THE GROUP The Company will prioritize the **Group Companies** of the Majority Shareholder under the following terms: #### 3.1. Preferential Pricing The Company will offer **preferential pricing** to the Group Companies of the Majority Shareholder for products, provided that such pricing adheres to: - Transfer pricing regulations in Bangladesh and internationally. - Fairness standards verified by independent audits if required. #### 3.2. Priority of Supply The Company will ensure that Group Companies receive **priority in supply**, based on available resources, without compromising commitments to other customers. #### 3.3. Compliance Monitoring All transactions under preferential conditions will comply with: - Local laws governing related-party transactions. - Ethical and international business standards. --- ### 4. COMPLIANCE AND AUDITS The Company will comply with all applicable laws, regulations, and standards in Bangladesh, including labor laws, safety requirements, and tax regulations. The Company will undergo regular audits to ensure compliance. #### 4.1. Internal and External Audits The Company will engage local and international professionals for regular financial and operational audits, ensuring compliance with the **Income Tax Ordinance, 1984**, VAT regulations, and any relevant updates from the Finance Act. #### 4.2. Adaptation to Regulatory Changes If significant legal or fiscal changes occur in Bangladesh, this Agreement may be revised with mutual consent. --- ### 5. SOCIAL RESPONSIBILITY AND LABOR RIGHTS The Company commits to adhering to international labor standards, including conventions of the **International Labour Organization (ILO)**: - Ensuring **freedom of association** and collective bargaining. - Prohibiting **child labor and forced labor**. The Company will conduct **independent social audits** to verify compliance with ethical labor practices. --- ### 6. DISPUTE RESOLUTION #### 6.1. Negotiation and Mediation The parties will first attempt to resolve disputes through negotiation. If unresolved, they will seek mediation. #### 6.2. Arbitration If disputes remain unresolved, arbitration under the **Arbitration Act, 2001** of Bangladesh will apply: - Arbitration decisions will be **final and binding**. - Arbitration will take place in Bangladesh unless both parties agree to an alternative location. - Judicial interference in the arbitration process is expressly limited. ### 7. INTELLECTUAL PROPERTY Any proprietary technology, methods, or knowledge contributed by the Majority Shareholder will remain their exclusive property. #### 7.1. Violations Violations include unauthorized disclosure or misuse of trade secrets or proprietary methods. #### 7.2. Penalties Any violation will result in financial compensation and potential legal action. ### 8. REMUNERATION AND SALARY FRAMEWORK 8.1. Majority Shareholder Majority Shareholder Remuneration Policy Initial Period (First Two Years):The Majority Shareholder voluntarily waives any salary or compensation during the first two years of the company’s operation to prioritize reinvestment in growth. Exception for Early Profits:If the company generates profits before the end of the two-year period, the Majority Shareholder may consider receiving a remuneration based on: The company’s financial results. The responsibilities and functions undertaken by the Majority Shareholder. The company’s overall financial stability. Post-Two-Year Period:From the third year onward, the Majority Shareholder will receive a salary based on their role, time commitment, and market standards for similar positions. 8.2. Minority Shareholder Compensation Current Arrangement (Pre-Incorporation): The Minority Shareholder, Mr. Abdul, has been receiving 92,000 BDT/month before the incorporation of the Company. This amount includes: 50,000 BDT as salary to cover his family expenses. 42,000 BDT allocated for the repayment of personal loans, which are expected to be fully repaid by March 2025. Post-Loan Repayment Adjustment: Once the loans are fully repaid, the Minority Shareholder’s salary will be adjusted. As of March 2025, the final salary amount will be decided and agreed upon with Mr. Abdul. This decision will consider: Market standards for similar roles in Bangladesh. The scope and responsibilities of Mr. Abdul’s role within the Company. The Company’s financial performance and growth trajectory. Future Salary Review: The salaries of all employees, including the Minority Shareholder, will be periodically reviewed. These reviews will ensure alignment with: Local labor practices and standards in Bangladesh. International standards and best practices for fair and competitive compensation. This approach reflects the Company’s commitment to maintaining fairness and attracting top talent while supporting employee well-being. 8.3. Employees Employees will receive **12 annual payments**, with bonuses during key festivals like **Eid**, depending on performance. 8.4. Salary Ranges - **Accountant**: 30,000–34,000 BDT/month (322–366 USD). - **Financial Analyst**: 50,000 BDT/month (538 USD). - **Marketing Officer**: 23,000–25,000 BDT/month (247–269 USD). - **Operators**: 13,000–18,000 BDT/month (140–194 USD). --- ### 9. DECISION-MAKING Daily Operations Management: The Minority Shareholder shall oversee the day-to-day operations of the Company. This includes: Ensuring compliance with local regulations and operational standards. Reporting regularly to the Majority Shareholder on operational performance and any significant issues. Manages day-to-day operations, including production, logistics, and human resources. Implements the strategies and policies approved by the Majority Shareholder. Handles the recruitment and management of operational staff. Provides regular operational performance updates and reports to the Majority Shareholder. Maintains relationships with local suppliers, clients, and regulatory bodies, ensuring the smooth running of operational activities. Financial Management and Oversight: The Majority Shareholder shall retain exclusive control over the Company's financial management. This includes: Preparing and approving budgets. Monitoring financial performance and ensuring adherence to financial goals. Reviewing and approving financial reports, including profit and loss statements and balance sheets. Oversight of audits and ensuring compliance with international accounting standards. Determines the overall vision and strategic direction of the Company. Approves major financial decisions, including budgets, investments, and significant expansions. Oversees financial reporting, compliance with international standards, and external audits. Ensures that the Company’s policies and procedures align with industry best practices and regulatory requirements. Strategic Decision-Making: Strategic decisions that significantly impact the Company’s direction shall require mutual consent from both shareholders. These decisions include, but are not limited to: Business expansions, such as entering new markets or significantly increasing production capacity. Acquisitions, mergers, or the sale of significant Company assets. Major investments exceeding [specify a monetary threshold] or long-term contractual commitments. Any amendments to the Company’s governing documents or strategic policies. New business lines. Changes to the Company’s structure, Investments exceeding [100.000,00] BDT. Entering into long-term contracts or obligations. Above decisions must receive prior written approval from the Majority Shareholder. Communication and Reporting: The CEO shall submit monthly operational reports to the Majority Shareholder, including key performance indicators, challenges encountered, and significant developments. Regular meetings between the Majority Shareholder and the CEO will be held to review progress, align strategies, and address any concerns. 4. Review and Adjustment: Both parties agree to periodically review these responsibilities to ensure they remain aligned with the Company’s growth and changing circumstances. Any changes to these roles and responsibilities must be documented in writing and signed by both parties. Conflict Resolution Mechanism: In the event of a disagreement on strategic decisions, the shareholders agree to engage in good-faith negotiations to resolve the issue. If no resolution is reached within [e.g., 30 days], the matter shall be referred to mediation or arbitration as outlined in the dispute resolution clause. Transparency and Communication: Both shareholders agree to maintain open and transparent communication. The Minority Shareholder will provide monthly operational updates, while the Majority Shareholder will share quarterly financial reports to ensure alignment on the Company’s objectives. ### 10. EXIT AND NON-COMPETE 10.1. Right of First Refusal Obligation to Offer Shares: Any shareholder wishing to sell or transfer their shares must first offer them to the other shareholder(s) under the same terms and conditions proposed by a bona fide third party. Offer Procedure: The selling shareholder must provide written notice to the other shareholder(s), including the terms of the third-party offer, such as price, payment terms, and any other relevant conditions. The receiving shareholder(s) shall have a period of 60 days to accept or decline the offer in writing. Third-Party Sale: If the other shareholder(s) decline to purchase the shares, the selling shareholder may sell to the third party, provided the terms are not more favorable than those initially offered. Any third-party buyer must agree to be bound by the terms of this agreement. Share Valuation Procedure: In the event of a sale, the share valuation will be determined by an independent financial expert, mutually agreed upon by both parties. 10.2. Non-Compete Clause Scope of Non-Competition: The Minority Shareholder agrees not to directly or indirectly solicit or target the Company’s existing clients, suppliers, or employees for a period of 18 months after their exit. Permissible Activities: The Minority Shareholder is free to work within the broader hair products or related industries, provided such activities: Do not interfere with the Company’s current client relationships. Are conducted transparently and in good faith. Geographical Limitations: The non-compete restriction applies only within the Company’s current active markets and any regions where the Company actively operates). Activities outside these regions are fully permitted. 10.3. Good Faith and Dispute Resolution Good Faith Commitment: Both shareholders agree to act in good faith to enforce this clause and ensure that it is fair and reasonable. Dispute Resolution: Any disputes regarding this clause shall be resolved through arbitration as outlined in Section [Arbitration Clause Reference].--- 10.3. Notice Period for Resignation as CEO Notice Requirement: Should the CEO wish to resign from their position, they must provide written notice at least 3 months in advance. Transition Support: The CEO shall remain actively involved during this period to ensure a smooth transition, including handing over responsibilities and providing necessary operational reports. Modification by Agreement: By mutual agreement, the notice period can be shortened, provided both parties consent in writing. 10.5. Transitioning from CEO to Shareholder Role Notice Requirement: If the CEO resigns from their executive role but retains their position as a shareholder, they must provide written notice at least 3 months in advance. Transition of Responsibilities: The departing CEO must collaborate in transferring executive responsibilities to a new appointee to ensure continuity in daily operations. Ongoing Shareholder Rights and Responsibilities: After stepping down as CEO, the individual will continue to fulfill all shareholder obligations, including: Participating in shareholder meetings. Voting on strategic decisions. Complying with non-compete and confidentiality provisions. Strategic Involvement: Although no longer managing day-to-day operations, the former CEO will remain involved in long-term strategic planning and decisions affecting the Company’s growth and governance. ### 11. Authority Over Key Appointments Exclusive Authority Over Key Appointments Applicability: This clause applies at all times, regardless of changes in shareholding, and is subject to the Company\u2019s Articles of Association and the Companies Act, 1994. Control by the Remaining Shareholder: If the Majority Shareholder (Daniel Tapias) exits the Company by selling or transferring their shares, the Minority Shareholder (Abdul Quayum) shall automatically assume exclusive authority over all key appointments within the Company. These include, but are not limited to: The position of Chief Executive Officer (CEO). Other leadership and management roles deemed essential for the Company\u2019s operations. If the Minority Shareholder (Abdul Quayum) exits the Company by selling or transferring their shares, the Majority Shareholder (Daniel Tapias) shall retain exclusive authority over all key appointments. Scope of Authority: The shareholder with exclusive authority over appointments shall have the right to: Nominate, approve, and remove individuals in key roles, including the CEO and other senior management positions. Define the responsibilities and compensation packages for such roles, in alignment with the Company\u2019s strategic objectives and market practices. Compliance: All decisions related to key appointments must adhere to: The Companies Act, 1994. The Company’s Articles of Association. Fair and transparent governance standards. Appointments must be documented and recorded in the Company\u2019s official records to ensure transparency and accountability. Transition Period: Upon the exit of any shareholder, a reasonable transition period of up to three (3) months shall be provided to ensure the smooth transfer of responsibilities and continuity in leadership. During this period, the exiting shareholder shall cooperate fully to transfer all relevant knowledge and operational details to the remaining shareholder. Dispute Resolution: Any disputes arising from this clause shall be resolved through negotiation or mediation. If unresolved, arbitration under the Arbitration Act, 2001 of Bangladesh shall apply, as outlined in the dispute resolution section of this Agreement. Protection Against Oppression: This clause shall not override Section 233 of the Companies Act, ensuring that no shareholder\u2019s rights are unfairly prejudiced or oppressed. Final Authority: The remaining shareholder\u2019s decision regarding key appointments shall be final and binding, provided it complies with applicable laws and the Company\u2019s governing documents. ### 12. REINVESTMENT STRATEGY To ensure the Company’s sustainable growth, the following reinvestment provisions apply: During the first three years of operation, at least 50% of net profits will be reinvested in the business. Reinvestments will prioritize: Expanding production capacity. Strengthening supply chain relationships. Marketing and sales initiatives. Any deviation from this reinvestment strategy requires the mutual consent of both shareholders. ### 13. CONFIDENTIALITY Both parties agree to maintain confidentiality regarding all Company information, even after exiting the business. --- ### 14. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of Bangladesh. Disputes will be under the jurisdiction of [City], Bangladesh. 15. MISCELLANEOUS CLAUSES 15.1. Entire Agreement This Agreement constitutes the entire agreement between the Shareholders and supersedes any prior agreements, understandings, or representations, whether written or oral, relating to the subject matter herein. Any modifications to this Agreement must be in writing and signed by both parties. 15.2. Severability If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable laws, the remaining provisions shall continue in full force and effect. 15.3. Force Majeure Neither party shall be held liable for any failure or delay in the performance of their obligations due to events beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, strikes, government regulations, or power outages. If such an event continues for more than 90 days, the parties shall negotiate a mutually acceptable resolution. 15.4. Governing Language This Agreement shall be executed in English. If translated into another language, the English version shall prevail in the event of any conflict. 15.5. Notices All notices or communications required under this Agreement shall be in writing and delivered via email, registered post, or hand delivery to the registered addresses of the Shareholders. 15.6. Confidentiality and Non-Disclosure Both parties agree that all information, trade secrets, business plans, financial data, and proprietary knowledge exchanged during the course of this Agreement shall remain confidential. The receiving party shall not disclose such information without prior written consent from the disclosing party. 15.7. Waiver Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of such provision. A waiver is only valid if made in writing and signed by the waiving party. 15.8. Costs and Expenses Each party shall bear its own legal, accounting, and administrative costs related to the negotiation and execution of this Agreement. 16. ADDITIONAL CONDITIONS 16.1. Compliance with Anti-Corruption and Anti-Money Laundering Laws The Company and Shareholders shall comply with Bangladesh’s Anti-Corruption Commission Act, 2004 and the Money Laundering Prevention Act, 2012. Any violation of these laws may result in the termination of this Agreement and legal action. 16.2. Non-Solicitation of Employees For a period of 24 months after the termination of this Agreement, no Shareholder shall directly or indirectly solicit, hire, or attempt to hire any employees or consultants working for the Company without prior written consent from the other Shareholder. 16.3. Dividend Distribution Compliance Any distribution of dividends must comply with Section 183 of the Companies Act, 1994, ensuring that dividends are declared only out of the profits of the Company and that all applicable corporate taxes have been duly paid. 16.4. Insurance Requirement The Company shall maintain appropriate insurance policies, including but not limited to: Business Liability Insurance Employee Health and Safety Insurance (as per Bangladesh Labor Act, 2006) Fire and Property Insurance 16.5. Environmental and Social Responsibility The Company shall adhere to the Bangladesh Environment Conservation Act, 1995, ensuring environmentally sustainable business practices. Additionally, the Company commits to upholding corporate social responsibility (CSR) initiatives that benefit the local community. 16.6. Exit Strategy and Shareholder Buyout In case of a voluntary exit by any Shareholder, the exiting Shareholder shall provide 90 days' written notice. The remaining Shareholder shall have the first right to purchase the exiting Shareholder’s shares at a price determined by an independent financial auditor. 16.7. Third-Party Agreements The Company shall not enter into any agreements or obligations exceeding BDT 500,000 without prior approval from both Shareholders. 16.8. Data Protection and IT Security The Company shall implement policies in compliance with Bangladesh’s Digital Security Act, 2018, ensuring the protection of confidential data, customer information, and business records from cybersecurity threats. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ONLINE HAIR EXPERIENCE SL (Represented By Mr. Daniel Tapias) 🗸 Signature: ___________________Designation: Shareholder (51%) Passport No.: PAS391381 Email: danitapias@icloud.com Mobile No.: 600592428 Md Abdul Quayum 🗸 Signature: ___________________Designation: Shareholder (49%)NID No.: 8715143734 Email: quayumabdul77@yahoo.com Mobile No.: 01834360204 Witness: 01 Witness: 02 🗸 Signature: ___________________Name: Occupation: NID/ Passport: Mobile No.: 🗸 Signature: ___________________Name: Occupation: NID/ Passport: Mobile No.: