202 KEYFIELD INTERNATIONAL BERHAD 202001038989 (1395310-M) THAT such approval on the Proposed General Mandate shall continue to be in force until: a) the conclusion of the next Annual General Meeting (“AGM”) of the Company held after the approval was given; or b) the expiration of the period within which the next AGM of the Company is required to be held after the approval was given, whichever is the earlier, unless such approval is revoked or varied by the Company at a general meeting. THAT the Directors of the Company be and are hereby also empowered to obtain the approval from Bursa Securities for the listing of and quotation for such New Shares on the Main Market of Bursa Securities.” 7. PROPOSED AUTHORITY FOR SHARE BUY-BACK “THAT subject always to the Companies Act 2016 (“Act”), the Constitution of the Company, Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and all other applicable laws, guidelines, rules and regulations, the Directors of the Company be and are hereby authorised to purchase such number of issued shares of the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that: (i) the aggregate number of issued shares in the Company (“Shares”) purchased (“Purchased Shares”) and/or held as treasury shares pursuant to this ordinary resolution does not exceed ten per centum (10%) of the total number of issued shares of the Company as quoted on Bursa Securities as at the point of purchase; and (ii) the maximum fund to be allocated by the Company for the purpose of purchasing the shares shall not exceed the aggregate of the retained profits of the Company based on the latest audited financial statements and/or the latest management accounts (where applicable) available at the time of the purchase, (“Proposed Share Buy-Back”). AND THAT the authority to facilitate the Proposed Share Buy-Back shall commence immediately upon passing of this Ordinary Resolution and will continue to be in force until: (i) the conclusion of the next Annual General Meeting of the Company following at which time the authority shall lapse unless by ordinary resolution passed at the meeting, the authority is renewed, either unconditionally or subject to conditions; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or (iii) revoked or varied by ordinary resolution passed by the shareholders of the Company at a general meeting, whichever occurs first but shall not prejudice the completion of purchase(s) by the Company of its own Shares before the aforesaid expiry date and, in any event, in accordance with the Listing Requirements and any applicable laws, rules, regulations, orders, guidelines and requirements issued by any relevant authorities. Ordinary Resolution 7 NOTICE OF ANNUAL GENERAL MEETING (cont’d)
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