The Share Pledge Agreement is a key security document used in Malaysian financing transactions where shares are provided as collateral. It is commonly utilized in various scenarios including acquisition financing, general corporate borrowing, and restructuring situations. The document must comply with Malaysian law requirements, particularly the Companies Act 2016, Capital Markets and Services Act 2007, and Stamp Act 1949. The agreement details the creation of the security interest, perfection requirements, rights and obligations of the parties, and enforcement mechanisms. It includes specific provisions for dealing with dividends, voting rights, and share transfers, and typically requires various corporate authorizations and filings to be effective. The document is essential for lenders seeking security over shares and for borrowers/shareholders providing share-based collateral.

1. Parties: Identifies the Pledgor (shareholder), Pledgee (typically a lender or security agent), and the Company whose shares are being pledged

2. Background: Recitals explaining the context of the pledge, typically referencing the underlying facility agreement or main transaction

3. Definitions and Interpretation: Defines key terms used in the agreement and sets out interpretation principles

4. Pledge and Security: Core section establishing the pledge over the shares, including the scope of secured obligations

5. Perfection Requirements: Actions required to perfect the security interest, including share certificates delivery and registration requirements

6. Representations and Warranties: Pledgor's confirmations regarding share ownership, authority to pledge, and absence of encumbrances

7. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares

8. Voting Rights and Dividends: Provisions governing exercise of voting rights and treatment of dividends before and after enforcement

9. Events of Default: Circumstances triggering enforcement rights

10. Enforcement: Rights and procedures for enforcing the pledge

11. Power of Attorney: Appointment of Pledgee as attorney for enforcement purposes

12. Stamp Duty and Costs: Provisions regarding payment of stamp duty and other costs

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Confirms Malaysian law as governing law and jurisdiction for disputes