CIRCULAR TO SHAREHOLDERS IN RELATION TO THE: (I) PROPOSED ESTABLISHMENT OF AN EMPLOYEES' SHARES SCHEME OF UP TO 10.0% OF THE TOTAL NUMBER OF ISSUED ORDINARY SHARES IN AUTOCOUNT DOTCOM BERHAD ("ADB") (EXCLUDING TREASURY SHARES, IF ANY) ("SCHEME") AT ANY POINT IN TIME DURING THE TENURE OF THE SCHEME, FOR THE ELIGIBLE DIRECTORS AND EMPLOYEES OF ADB AND ITS SUBSIDIARIES (EXCLUDING DORMANT SUBSIDIARIES) ("PROPOSED ESS"); AND (II) PROPOSED ALLOCATION OF AWARDS TO THE ELIGIBLE DIRECTORS OF ADB PURSUANT TO THE PROPOSED ESS ("PROPOSED ALLOCATION") (COLLECTIVELY, REFERRED TO AS THE "PROPOSALS")