{"parties":[{"name":"Isabelle Durand","address":"Avenue Louise 245, 1050 Ixelles, Belgium","shareholding_pct":72,"share_class":"Ordinary shares"},{"name":"François Lambert","address":"Chaussée de Waterloo 180, 1180 Uccle, Belgium","shareholding_pct":28,"share_class":"Ordinary shares"}],"company":{"name":"Acme Supplies SRL","registration":"BE0123456789","registered_office":"Rue de la Loi 100, 1000 Brussels, Belgium"},"effective_date":"2026-02-01","board_composition_rules":{"prose":"The board of directors of the company shall consist of three (3) directors. Each shareholder party to this agreement undertakes to vote all of its shares at any general meeting in favour of the directors nominated in accordance with the table below. A nomination right lapses automatically if the nominating shareholder's shareholding falls below ten per cent (10%) of the share capital.","per_shareholder_director_nomination_rights":[{"shareholder_name":"Isabelle Durand","directors_nominable":2},{"shareholder_name":"François Lambert","directors_nominable":1}]},"reserved_matters":[{"decision":"Any amendment to the articles of association of the company","consent_requirement":"Prior written consent of both shareholders"},{"decision":"Issuance of new shares, convertible instruments or options above 5% dilution","consent_requirement":"Prior written consent of both shareholders"},{"decision":"Sale, merger, demerger or dissolution of the company","consent_requirement":"Prior written consent of both shareholders"},{"decision":"Incurring indebtedness above EUR 250,000 per transaction or EUR 500,000 in aggregate per financial year","consent_requirement":"Prior written consent of the holder of 28% shareholding"},{"decision":"Adoption of the annual budget and business plan","consent_requirement":"Super-majority of 80% of shares"},{"decision":"Appointment or dismissal of the statutory auditor","consent_requirement":"Super-majority of 80% of shares"},{"decision":"Entering into related-party transactions above EUR 50,000","consent_requirement":"Prior written consent of the non-interested shareholder"}],"transfer_restrictions":{"right_of_first_refusal_prose":"Prior to transferring any shares to a third party, a shareholder (the \"Offeror\") shall first offer those shares to the other shareholder (the \"Offeree\") in writing, stating the number of shares, the price and the terms of the proposed sale. The Offeree has 30 calendar days to accept the offer in full at the same price and terms. Failing acceptance, the Offeror may transfer the shares to the third party within 90 days at a price no lower than and on terms no more favourable than those offered to the Offeree.","tag_along_rules":"If a shareholder proposes to transfer more than 25% of the share capital to a third party, the other shareholder has the right, exercisable within 15 business days of notice, to require the buyer to acquire its own shares at the same price per share and on the same terms (tag-along).","drag_along_rules":"If shareholders holding at least 75% of the share capital accept a bona fide offer from an independent third party for 100% of the shares, they may require the other shareholder(s) to sell all of their shares to the same buyer at the same price per share and on the same terms (drag-along), provided the implied company valuation is at least EUR 2,000,000.","permitted_transferees_prose":"Transfers to a spouse, descendant or wholly-owned holding company of the transferor are permitted without triggering the ROFR or the tag-along, provided the transferee adheres in writing to this agreement and the transferor remains jointly liable for the transferee's obligations."},"information_rights":"The company shall provide each shareholder with (i) unaudited monthly management accounts within 20 business days of month-end, (ii) quarterly commentary on KPIs and cash position within 30 business days of quarter-end, (iii) the draft annual accounts and directors' report at least 15 business days before the annual general meeting, and (iv) reasonable access to books and records on 5 business days' prior notice during business hours. All information shared is subject to a duty of confidentiality surviving for three (3) years after the shareholder ceases to hold shares.","exit_provisions":{"ipo_trigger":"In the event of an initial public offering of the company on Euronext Brussels or another regulated market, this agreement terminates on the date of admission to trading, save for the non-compete and confidentiality provisions which survive in accordance with their terms.","put_call_options_prose":"As from the fifth anniversary of this agreement, Isabelle Durand has a call option over all shares of François Lambert at a price equal to seven (7) times the company's average EBITDA of the last three financial years, exercisable upon 90 days' written notice. François Lambert has a symmetrical put option over his own shares on the same valuation basis, exercisable from the seventh anniversary."},"non_compete":{"duration_years":5,"scope":"Each shareholder undertakes, for a period of five (5) years from the effective date and, in any event, for two (2) years after ceasing to hold shares, not to engage directly or indirectly (as shareholder, director, employee, consultant or otherwise) in the import, wholesale or distribution of non-hazardous consumer goods in Belgium, Luxembourg and the Netherlands, in competition with the business of the company. A breach gives rise to liquidated damages of EUR 50,000 per breach plus EUR 1,000 per day of continued breach, without prejudice to the right to seek specific performance."},"dispute_resolution":{"forum_enum":"courts","seat":"Brussels","language":"French"},"governing_law":"Belgian law, in particular the Code of Companies and Associations of 23 March 2019 (WVV/CCA) and the Civil Code. Nothing in this agreement derogates from mandatory provisions of Belgian company law.","signatories":[{"name":"Isabelle Durand","role":"Shareholder and Managing Director"},{"name":"François Lambert","role":"Shareholder and Non-executive Director"}]}