CIRCULAR TO SHAREHOLDERS IN RELATION TO (I) PROPOSED ESTABLISHMENT OF AN EMPLOYEES' SHARE OPTION SCHEME ("ESOS") OF UP TO 10% OF THE TOTAL NUMBER OF ISSUED SHARES OF KAREX BERHAD ("KAREX") (EXCLUDING TREASURY SHARES, IF ANY) AT ANY POINT IN TIME DURING THE DURATION OF THE ESOS ("PROPOSED ESOS"); AND (II) PROPOSED ALLOCATION OF ESOS OPTIONS TO DIRECTORS OF KAREX AND PERSONS CONNECTED TO THEM UNDER THE PROPOSED ESOS