CIRCULAR TO SHAREHOLDERS IN RELATION TO:- PART A- THE PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE AND PROPOSED NEW SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE. PART B- I) PROPOSED ESTABLISHMENT OF A LONG-TERM INCENTIVE PLAN ("LTIP"), COMPRISING THE PROPOSED EMPLOYEES' SHARE OPTION SCHEME ("ESOS") ("PROPOSED ESOS") AND THE PROPOSED SHARE GRANT PLAN ("SGP") ("PROPOSED SGP"), OF UP TO 10% OF THE TOTAL NUMBER OF ISSUED SHARES (EXCLUDING TREASURY SHARES, IF ANY) OF MATRIX CONCEPTS HOLDINGS BERHAD ("MCHB" OR THE "COMPANY") AT ANY POINT IN TIME DURING THE DURATION OF THE LTIP ("PROPOSED LTIP"); AND II) PROPOSED ALLOCATION OF LTIP AWARDS UNDER THE PROPOSED LTIP TO THE ELIGIBLE DIRECTORS OF MCHB AND PERSONS CONNECTED WITH THEM PURSUANT TO THE PROPOSED LTIP ("PROPOSED ALLOCATION")