CIRCULAR TO SHAREHOLDERS IN RELATION TO (I) PROPOSED NULLIFICATION OF DIRECTORS FEES APPROVED AT THE 32ND ANNUAL GENERAL MEETING ("32ND AGM") AND TO SEEK SHAREHOLDERS APPROVAL FOR THE DIRECTORS FEES AND BENEFITS PAYABLE TO NON-EXECUTIVE DIRECTORS APPOINTED AFTER THE 32ND AGM; (II) GENERAL MANDATE TO ALLOT AND ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016; AND (III) PROPOSED ALTERATION OF THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW CONSTITUTION OF APEX EQUITY HOLDINGS BERHAD.