Russian, Belarusian and Kazakhstan railways sign shareholder agreement to regulate their holdings in UTLC ERA

Moscow, June 4, 2019. Russian Railways Open Joint-Stock Company (RZD), Kazakhstan Temir Zholy National Joint-Stock Company (KTZ) and the Belarusian Railway State Association have signed the first-ever joint-stock agreement that stresses the intention of the railway networks of Russia, Kazakhstan and Belarus to continue integrating rail transit through the territory of the Eurasian Economic Union (EAEU). The document was signed by Oleg Belozerov, Director General – and Chairman of the Board of Russian Railways, Sauat Mynbayev, Chairman of the Board of NC KTZ JSC, and Vladimir Morozov, Head of the Belarusian Railways Association. The signing ceremony was also attended by Alexey Grom, President of JSC UTLC ERA.

  • Photo: RZD OJSC Press Service

  • Photo: RZD OJSC Press Service


The shareholder agreement is a principally new corporate agreement for UTLC ERA that regulates rights and responsibilities of parties that serve as company shareholders. All three shareholders have an equal number of votes because the shares have been distributed equally between RZD LLC, the Belarusian Railway State Association and NC KTZ JSC, with each holding 33.33%. Every shareholder has the right to delegate two of its representatives to the Board of Directors.

The signed document regulates a broad range of issues that have to do with managing the company and circulation of shares. The shareholder agreement determines the new provisions of the dividend policy, the rotation order for the position of the Chairman of the Board of Directors, and the conflict resolution mechanism in the process of managerial decision-making.

“Shareholder agreements are a very new tool in the EAEU legal space, but it has long been a norm in international corporate law, which sets the main rules for interaction between shareholders. Previously UTLC ERA based its work on the Company Charter and the Russian Federal Law “On Joint-Stock Companies” and the rules for internal management bodies in legal entities. The main goal of the new document is to coordinate the actions and intentions of shareholders and meet their interests,” – said Alexey Grom, UTLC ERA President.