206 KEYFIELD INTERNATIONAL BERHAD 202001038989 (1395310-M) EXPLANATORY NOTES ON SPECIAL BUSINESS 5. Ordinary Resolution 6 – Authority to Allot and Issue Shares pursuant to Sections 75 and 76 of the Companies Act 2016 The proposed Ordinary Resolution 6, if passed, would renew the mandate granted to the Directors at the Third (“3rd”) AGM held on 5 April 2024 and provide flexibility to the Directors to undertake fundraising activities including but not limited to placement of shares for the purpose of funding the Company’s future investment project(s), business expansion, working capital and/or acquisition(s) at any time as the Directors may deem fit provided that the aggregate number of shares issued pursuant to the mandate does not exceed ten per centum (10%) of the total number of issued shares (excluding treasury shares) of the Company for the time being, without having to convene a general meeting. This authority, unless revoked or varied by the Company in a general meeting, will expire at the conclusion of the next AGM of the Company or at the expiry of the period within which the next AGM is required to be held after the approval was given, whichever is earlier. As at the date of this Notice, the Company did not allot any shares pursuant to the shareholders’ mandate granted to the Directors at the 3rd AGM as there were no requirements for such fundraising activities, including but not limited to placing of shares, for purpose of funding future investment project(s), working capital, repayment of bank borrowings and/or acquisitions. 6. Ordinary Resolution 7 - Proposed Authority for the Company to purchase its own shares The proposed Resolution 7, if passed, will allow the Company to purchase its own shares through Bursa Securities up to ten per centum (10%) of the total number of issued shares of the Company. Please refer to the Statement to Shareholders dated 25 April 2025 in relation to the Proposed Authority for Share Buy-Back for further details. NOTICE OF ANNUAL GENERAL MEETING (cont’d)
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