IVS S A : July 22nd, 2022 – IVS Group S.A. – Internal Dealing Notice

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other independent adviser immediately.

Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused this Circular prior to its issuance as it is prescribed as exempt document pursuant to Practice Note 18 of Bursa Securities Main Market Listing Requirements.

Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

DELEUM BERHAD

Registration No. 200501033500 (715640-T)

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE

PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR

RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE

OR TRADING NATURE

The Resolutions in respect of the above will be tabled as Special Business at Deleum Berhad's Seventeenth Annual General Meeting ("17th AGM") to be held fully virtual via the online meeting platform of TIIH Online website at https://tiih.online or https://tiih.com.my (Domain registration number with MYNIC: D1A282781) provided by Tricor Investor & Issuing House Services Sdn. Bhd. in Malaysia on Thursday, 19 May 2022 at 10.00 a.m.

This Circular together with the Notice of the 17th AGM, Proxy Form, Administrative Guide which are set out in the Annual Report 2021 are available on the Company's website at www.deleum.com/agm2022.

The Proxy Form should be deposited with the Company's Registered Office at No. 2, Jalan Bangsar Utama 9, Bangsar Utama, 59000 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time set for the 17th AGM or any adjournment thereof. The Proxy Form can also be submitted electronically via TIIH Online website at https://tiih.online. Please follow the procedures set out in the Administrative Guide for the 17th AGM.

This Circular is dated 18 April 2022

DEFINITIONS

Unless where the context otherwise requires, the following definitions shall apply throughout this Circular:

Act	:	The Companies Act 2016, or any statutory modification,
		amendment or re-enactment thereof for the time being in force
AGM	:	Annual General Meeting
Bursa Securities	: Bursa Malaysia Securities Berhad [200301033577 (635998-W)]
Board	: The Board of Directors of Deleum
Caterpillar	:	Caterpillar Inc.
Constitution	: Constitution of Deleum Berhad
Deleum or Company	: Deleum Berhad [200501033500 (715640-T)]
Deleum Group or Group	: Deleum and its subsidiaries as defined in Section 4 of the Act
Deleum Shares	: Ordinary shares in the Company
Director(s)	: Has the meaning given in Section 2(1) of the Capital Markets and
		Services Act 2007 and includes any person who is or was within the
		preceding 6 months of the date on which the terms of the transaction
		were agreed upon a director of the Company, its subsidiary or
		holding company or a chief executive of the Company, its subsidiary
		or holding company
Dresser Italia	:	Dresser Italia S.r.l.
DSSB	:	Deleum Services Sdn. Bhd. [197601002358 (28307-K)], a wholly-
		owned subsidiary of Deleum
Listing Requirements	: Main Market Listing Requirements of Bursa Securities
Major Shareholder(s)	:	A person who has an interest or interests in one or more voting
		shares in a corporation and the number or the aggregate number
		of those shares, is 10% or more of the total number of voting

shares in the corporation; or 5% or more of the total number of voting shares in the corporation where such person is the largest shareholder of the corporation. For the purpose of this definition, "interest" shall have the meaning of "interest in shares" given in Section 8 of the Act

It also includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a Major Shareholder of the Company (as defined above) or any other company which is its subsidiary or holding company

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DEFINITIONS (CONT'D)

NP Holding	:	Nuovo Pignone Holding S.p.A.
Person(s) Connected	:	As defined in Chapter 1 Paragraph 1.01 of the Listing
		Requirements
PDSB	:	Penaga Dresser Sdn. Bhd. [198201002012 (81758-M)], a
		51% owned subsidiary of DSSB
Proposed Shareholders'	:	Proposed Renewal of Shareholders' Mandate for the
Mandate		Deleum Group to enter into recurrent related party
		transactions of a revenue or trading nature which are
		necessary for the day-to-day operations of the Group
Recurrent Related Party	:	A related party transaction which is recurrent, of a revenue or
Transactions or RRPTs		trading nature and which is necessary for day-to-day
		operations of the Group
Related Party(ies)	:	A Director, Major Shareholder or person connected with such
		Director or Major Shareholder
RM	:	Ringgit Malaysia
STICO	:	Solar Turbines International Company
TSSB	:	Turboservices Sdn. Bhd. [198701007131 (165849-A)], a 74%
		owned subsidiary of DSSB

[THE REST OF THE PAGE IS INTENTIONALLY LEFT BLANK]

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TABLE OF CONTENTS

PAGE

PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (PROPOSED SHAREHOLDERS' MANDATE)

LETTER TO SHAREHOLDERS CONTAINING:

1. INTRODUCTION……………………………………………………………………………………1

2.	DETAILS OF THE PROPOSED SHAREHOLDERS' MANDATE.........................................	2
	2.1	Paragraph 10.09 and Practice Note 12 of the Listing Requirements...........................	2
	2.2	Validity Period ..............................................................................................................	2
	2.3	The Principal Activities of the Deleum Group ..............................................................	3
	2.4	The Principal Activities of the Related Parties .............................................................	3
	2.5	Information on RRPTs..................................................................................................	4
	2.6	Deviation from Mandate ...............................................................................................	5
	2.7	Review Procedures for the RRPTs ..............................................................................	5
	2.8	Thresholds for Approval ...............................................................................................	6
	2.9	Amount Due and Owing to the Deleum Group by Related Parties..............................	6

1. AUDIT COMMITTEE STATEMENT………………………………………………………………7
2. RATIONALE AND BENEFITS FOR THE PROPOSED SHAREHOLDERS' MANDATE….7

5.	APPROVAL REQUIRED..... ..................................................................................................	7
6.	DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS............................................	7

7. AGM…………………………………………………………………………………………………. 8

8.	DIRECTORS' RECOMMENDATION .....................................................................................	8
9.	FURTHER INFORMATION....................................................................................................	8
	9.1	Responsibility Statement..............................................................................................	8
	9.2	Material Litigation.........................................................................................................	8
	9.3	Material Contracts......................................................................................................	12
	9.4	Documents Available for Inspection ..........................................................................	13

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DELEUM BERHAD

Registration No. 200501033500 (715640-T)

(Incorporated in Malaysia)

Registered Office:

No. 2, Jalan Bangsar Utama 9

Bangsar Utama

59000 Kuala Lumpur

Malaysia

18 April 2022

Board of Directors

Dato' Izham bin Mahmud (Non-IndependentNon-Executive Chairman)

Datuk Vivekananthan a/l M.V. Nathan (Non-IndependentNon-Executive Deputy Chairman) Ramanrao bin Abdullah (Group Chief Executive Officer)

Datuk Ishak bin Imam Abas (Independent Non-Executive Director) Lee Yoke Khai (Independent Non-Executive Director)

Datuk Manharlal a/l Ratilal (Senior Independent Non-ExecutiveDirector)

To : The Shareholders of Deleum

Dear Sir/Madam,

PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

1. INTRODUCTION

At the Sixteenth AGM of the Company held on 23 June 2021, the Company obtained a mandate from its shareholders for the Company and/or its subsidiaries to enter into Recurrent Related Party Transactions.

In accordance with the Listing Requirements, the aforesaid authority is subject to annual renewal and will lapse at the conclusion of the forthcoming AGM, unless renewed by the shareholders of Deleum.

On 17 March 2022, the Company announced its intention to seek the shareholders' approval for the Proposed Shareholders' Mandate at its forthcoming AGM.

The purpose of this Circular is to provide you with the details of the Proposed Shareholders' Mandate and to seek your approval for the ordinary resolutions pertaining to the Proposed Shareholders' Mandate to be tabled as Special Business at the forthcoming AGM.

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