NOMINEE SERVICES AGREEMENT
31st day of December 2024
Mr. Anatolii Kaschenko, passport XXXXXXXX issued 07th day of October 1994, residing at 170 Balakireva str., apt. 29, Kharkiv, Ukraine (hereinafter referred to as “Beneficiary”) and Mr. Michalis Kaulountis passport XXXXXXX issued 12th of September, 2014, residing at 109 Alkaiou Str., Flat 303, 2064 Strovolos, Cyprus, (hereinafter referred to as “Nominee director”) hereinafter collectively referred to as the "Parties" enter into the following Agreement (hereinafter referred to as “Agreement”) to the following effect:
1. Subject and general terms of the Agreement
1.1. Nominee director shall hold the office as Director of SVITLA LTD incorporated in Cyprus on the 22th day of February 2022, having its registered office at 103, Prevezis Str., Office 10, 1065 Nicosia, Cyprus, (hereinafter referred to as “Company”) on directions of the Beneficiary.
1.2. Nominee director shall act only as prescribed by the instructions and directions of the Beneficiary and shall not make decisions on the management of the Company or any other Company’s affaires.
1.3. All the rights and obligations of the Company shall arise from decisions, actions and instructions of Beneficiary performed by the Nominee director.
1.4. Beneficiary ensures that he/she shall not give to Nominee director any instructions that are illegal or violate this Agreement, the Company shall not be engaged in any of the following activities: money laundering, receiving proceeds from illegal drug trafficking, receiving proceeds from criminal activity, terroristic activity, any other illegal activities, and shall not use the Company in any manner which could damage good reputation of the Company and / or Nominee.
2. The appointment of Nominee director
2.1. The Nominee director after signing the Agreement shall assume an appointment by proper formalization of all necessary documents in compliance with Cyprus legislation.
3. Rights and obligations of the Beneficiary
3.1. The Beneficiary has the following rights:
3.1.1 To give to the Nominee director instructions in accordance with Annex 1 to sign the documents, to act and to take appropriate actions that he has a right to take as a director in connection with the Company’s activities. These instructions shall comply with laws and / or interests of other Company’s Beneficiaries, if any. These instructions can be given with involvement of professional intermediary and Beneficiary’s authorized persons. Beneficiary’s authorized persons shall be appointed in accordance with Annex 1.
3.1.2 To contact directly to the Nominee director only with the consent of professional intermediary.
3.1.3 To terminate present Agreement in accordance with the Section 5 of the Agreement.
3.2. The Beneficiary has the following obligations:
3.2.1. To act lawfully and prudently towards the Company without requiring Nominee director to violate these principles.
3.2.2. To provide true and valid information in connection with the procedure of Due Diligence and KYC in compliance with Client’s Profile.
3.2.3. To provide Nominee director and / or his professional intermediary on his or his professional intermediary’s request any information necessary to prove the legality and prudence of his actions in relation to the Company (documents, comments and other business information on the activities and transactions of the Company, if Nominee director provides assistance in such activities and transactions).
3.2.4. To pay taxes and other mandatory payments (including remuneration of Director as Company’s officer) related to the Company’s activity in accordance with required time limits, bear the economic burden of all costs and losses of the Company and Nominee director, if any have arisen due to the Company’s activity.
3.2.5. Timely and fully to notify the Nominee director about the Company’s filing of tax returns and provide the copies of such returns for the Nominee director, as well as notify about preparation of Company’s audited financial statements. The notice under this paragraph shall be given through professional intermediary agreed by the Parties in advance.
3.2.6. To submit to the Nominee director all original copies of the documents regarding annual financial statements and tax returns of the Company, upon which the signature of director is required, as well as any other documents required to enable the Nominee director to verify the validity and credibility of the documents submitted upon his signature and perform his signature by weighted and informed decision.
3.2.7. To compensate all penalties imposed on Company or Nominee director caused by unlawful or improper actions of Beneficiary and any litigation costs appeared during the business activity of the Company.
3.2.8. To agree with other Beneficiaries, if any, upon the order of the Company's administration and provision of instructions to Nominee director, and to inform Nominee director of such order.
3.2.9. To inform Nominee director of up-to-date contact data to communicate with him or his trustees.
3.2.10. To report to Nominee director the Company risks which are known or shall be reasonably known under the circumstances to Beneficiary, including, in particular, but not limited to the following: on the risk of legal claims of the third parties, of instituting administrative or criminal proceedings against the Company, of corporate disputes between Beneficiaries.
3.2.11. To notify the Nominee director in advance of any intentions having substantial importance for the Company’s existence and the Company’s and its directors’ obligations including but not limited to the following: to abandon the Company, to terminate, strike off the companies register or otherwise close the Company under applicable laws and procedures; to terminate Nominee Director’s service; and Beneficiary shall be available for requests on information about such intentions.
3.2.12. On pre-agreed rates to pay bills drawn up by a professional intermediary named by Nominee director as Nominee director’s contact person and/or entity.
3.2.13. To be aware of the mandatory obligations and corresponding liabilities of a company and its directors under Cyprus laws, including but not limited to the following: for every company to keep adequate and sufficient accounting records subject to the law, prepare annual audited financial statements or nil tax returns, and directors’ reports, and requirements on the dissolution of a company;
3.2.14. To ensure compliance of the Company with requirements of the law in a way allowing Nominee director to perform his duties without violation of such legal requirements.
4. Rights and obligations of the Nominee director
4.1. The Nominee director has the following rights:
4.1.1. To refuse to perform any actions contradicting laws and / or interests of other Beneficiaries, if any, of the Company.
4.1.2. To request from the Beneficiary any information and documents clarifying activities of the Company in which he takes part.
4.1.3. To provide a Beneficiary his contact person and/or entity (a professional intermediary), who will facilitate communication between Nominee and Beneficiary, and ensure communication with himself; in such case the information brought to the attention of a professional intermediary by the Beneficiary will be recognized as brought to the attention of the Nominee.
4.1.4. To be unavailable for Beneficiary’s instructions for a period not exceeding 10 days at a time (vacation, illness), provided that Beneficiary is informed.
4.1.5. In case Beneficiary fails to fulfill his obligations under subsection 3.2, the Nominee director has the right to terminate this Agreement unilaterally, resign as director of the Company and appoint Beneficiary or another person(s) willing to accept the office of director instead of the Nominee director in case such person is proposed by Beneficiary as a new director of the Company.
4.2. The Nominee director has the following obligations:
4.2.1. To accept instructions from the Beneficiary and/or professional intermediary in compliance with Annex 1.
4.2.2. To perform all the instruction of the Beneficiary in case the instruction are lawful and do not contradict to the interests of other Beneficiaries, if any.
4.2.3. To act as a Nominee director of the Company in good faith in the interest of Beneficiary.
4.2.4. Not to make any decisions on his own without Beneficiary’s instructions on Company’s business.
4.2.5. The Nominee director shall notify Beneficiary about termination of this Agreement in case Beneficiary fails to fulfill his obligations under subsection 3.2 and resignation as a director of the Company.
5. Termination of the Agreement
5.1. The Agreement can be terminated at any time by written agreement of Parties with the confirmation of absence of any claims to each other.
5.2. The Agreement can be terminated in Beneficiary’s sole direction upon written notice in the event that the Nominee director failed to fulfill his obligations specified by the Section 4.2. of the Agreement. In this case the Nominee director shall take whatever measures are necessary to transmit all essential obligations and documents to the new Company’s officer determined by Beneficiary.
5.3. The Agreement can be terminated in Nominee director’s sole direction upon written notice on the occurrence of any of the following:
· The Beneficiary failed to fulfill his obligation specified in the Section 3.2 of the Agreement
· The Beneficiary and/or his authorized representatives have been caught forging data or documents transferred to Nominee director or signature of the Director himself
In this case Beneficiary has an obligation to take whatever measures are necessary to relieve the Nominee director of his duties and to provide the professional intermediary with all essential information about new Company’s officer.
6. Force majeure
6.1. A Party shall not be liable for partial or complete nonfulfillment of its obligations under the present Agreement if such nonfulfillment was caused by force majeure circumstances that arose after the conclusion of the Agreement, as a result of extraordinary circumstances, which the responsible Party could not foresee or prevent by reasonable measures. Such circumstances include: telecommunication disturbances of universal kind, flood, fire, earthquake and other natural phenomena and natural disasters, as well as war, hostilities, acts of terrorism, acts or actions of government authorities and others.
6.2. In case of occurrence of the above stated circumstances the Party fulfillment of obligations of which has been prevented by such circumstances must at least in 3 (three) working days notify of them the other Party in writing. The notice must include information on nature of circumstances, which must be confirmed by the competent state or other organization and, if applicable, an assessment of their impact on possibility of fulfillment of obligations under the Agreement and deadlines for fulfillment of such obligations.
6.3. If the foregoing circumstances take more than 60 calendar days, Parties have the right to terminate the Agreement unilaterally out of court, provided that Parties shall perform mutual settlements in relation to financial liabilities that arose due to implementation of this Agreement.
7. Final provisions
7.1. This Agreement shall be governed by Cyprus law. Relevant provisions of Cyprus legislation shall apply to the relation regulated by this Agreement, resulting from it and related to it.
7.2. Any disputes resulting from the Agreement which could not be settled by mutual agreement of the Parties shall be resolvedby Cyprus court.
7.3. Both Parties declare that they conclude the Agreement of their free will, they have read its content and as evidence of their consent to its wording they voluntarily sign it as correct.
7.4. The Contract is drawn up in two identical counterparts in English. Each Party shall receive one counterpart of the Agreement. All annexes to the Agreement and all supplementary agreements are treated as essential part of this Agreement.