The Board of Directors of IRIS Corporation Berhad (IRIS) announced that IRIS had on 16 August 2022 entered into a Joint Venture & Shareholders' Agreement (JVSA) with Theta Edge Berhad (TEB) (collectively referred to as the Parties) to regulate the rights and relationship of IRIS and TEB inter se as shareholders of the joint venture company (JVCo), to regulate the rights and obligations of IRIS and TEB in respect of the JVCo, and to bind each other to their obligations upon the terms and conditions stipulated in the JVSA. The Joint Venture is expected to pave the way for future collaboration between the Parties to identify and procure future project(s) for the JVCo, which is consistent with the objectives of IRIS in seeking strategic alliances from time to time for mutual benefits. The salient terms as extracted from the JVSA include, inter-alia, the following: The leading partner for the joint venture shall be IRIS.

The Parties agree to collaborate in forming the joint venture to procure project for the JVCo and to undertake and perform the project(s) and the services thereunder using the JVCo. IRIS and TEB shall be jointly and severally liable to the JVCo for all obligations of the JVCo. The joint venture shall commence from the date of the JVSA and shall continue for a period of 1 calendar year thereafter, unless terminated in accordance with the provisions in the JVSA.

In the event the JVCo is awarded any project the JVSA shall remain in force until the project has been duly performed in accordance with the terms and conditions of the principal contract. The JVCo shall have an equity shareholding structure of IRIS: 70% and TEB: 30% (Respective Proportions) during the entire duration of the JVSA. Any new shares shall be first offered to each of the shareholders in their Respective Proportions and if any shareholder fails to subscribe, its shareholding in the JVCo will be diluted and the other shareholder may subscribe for such new shares.