The Stock Buyback Agreement is a crucial document used when a Malaysian company decides to repurchase its own shares from existing shareholders, typically to return excess capital, increase earnings per share, or optimize its capital structure. This agreement must strictly comply with Section 127 of the Companies Act 2016 and, for listed companies, Bursa Malaysia's listing requirements. The document includes essential details such as share valuation, payment mechanisms, regulatory compliance requirements, and completion procedures. It's particularly important in situations where companies need to manage their share capital effectively while ensuring all legal and regulatory requirements are met under Malaysian law. The agreement typically requires various corporate and regulatory approvals, including board resolutions and, in some cases, shareholder approval.

1. Parties: Identifies the company purchasing its shares and the selling shareholder(s)

2. Background: Recitals explaining the context of the share buyback, including corporate authorizations and compliance with Malaysian law

3. Definitions: Defines key terms used throughout the agreement, including specific Malaysian legal and regulatory terms

4. Sale and Purchase of Shares: Core terms of the buyback, including number of shares, purchase price, and basis of valuation

5. Completion: Details of the completion process, including timing, location, and actions required

6. Representations and Warranties: Standard warranties from both parties, including company's authority and seller's title to shares

7. Conditions Precedent: Prerequisites for the buyback, including regulatory approvals and corporate authorizations

8. Payment Terms: Details of how and when payment will be made

9. Compliance with Laws: Specific provisions ensuring compliance with Malaysian Companies Act and other relevant legislation

10. Termination: Circumstances under which the agreement can be terminated

11. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes

12. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement