A shareholders agreement is a binding contract between the shareholders of a company. It serves as a blueprint for a company's governance and operations. It should include the following key components:

Business Structure and Management: Detail the structure, management, and strategic direction of the business. Clarify the roles and responsibilities of both directors and shareholders in decision-making and day-to-day operations.

Division of Responsibilities: Clearly outline how responsibilities will be divided between directors and shareholders. Specify the decision-making authority of each party and how major decisions will be made.

Share Acquisition and Disposal: Define the procedures for shareholders wishing to acquire or dispose of shares. This includes mechanisms for issuing new shares, transferring existing shares, and any restrictions or requirements for share transactions.

Company Funding: Specify how the company will be funded, including provisions for raising capital through share issuances, loans, or other financing arrangements. Outline the terms and conditions for any investments made by shareholders.

Dispute Resolution: Establish procedures for resolving disputes among shareholders, directors, or between the company and its stakeholders. Include mechanisms for mediation, arbitration, or other alternative dispute resolution methods.

Exit Strategies: Address what will happen if the relationship between shareholders comes to an end. This should include provisions for selling shares, buyback agreements, or other exit mechanisms to ensure a smooth transition and protect the interests of all parties involved.

It’s worthy to note that the contents of a shareholders agreement should be in accordance with the Companies and Other Business Entities Act (Chapter 24:31). If you are thinking about implementing a shareholders agreement, it's essential to seek professional guidance.