CIRCULAR TO SHAREHOLDERS IN RELATION TO: PART A (I) PROPOSED ESTABLISHMENT OF AN EMPLOYEE SHARE OPTION SCHEME ("ESOS") OF UP TO 15% OF THE TOTAL NUMBER OF ISSUED ORDINARY SHARES IN AWC BERHAD ("AWC") (EXCLUDING TREASURY SHARES, IF ANY) ("PROPOSED ESOS"); (II) PROPOSED ALLOCATION OF ESOS OPTIONS UNDER THE PROPOSED ESOS TO THE ELIGIBLE DIRECTOR(S) TO BE DETERMINED AND AS APPROVED BY SHAREHOLDERS; AND (III) PROPOSED BONUS ISSUE OF UP TO 84,839,895 FREE WARRANTS IN AWC ON THE BASIS OF 1 WARRANT FOR EVERY 4 EXISTING ORDINARY SHARES IN AWC HELD BY ENTITLED SHAREHOLDERS ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER PART B SHARE BUY-BACK STATEMENT IN RELATION TO THE PROPOSED AUTHORITY FOR AWC TO PURCHASE UP TO 10% OF THE TOTAL NUMBER OF ISSUED SHARES OF AWC