PWROOT: CIRCULAR TO SHAREHOLDERS IN RELATION TO THE: (I) PROPOSED TERMINATION OF THE EXISTING EMPLOYEES' SHARE OPTION SCHEME ("ESOS") OF POWER ROOT BERHAD ("POWER ROOT") OF UP TO 10% OF THE TOTAL NUMBER OF ISSUED SHARES OF POWER ROOT (EXCLUDING TREASURY SHARES) AT ANY POINT IN TIME FOR THE ELIGIBLE DIRECTORS AND KEY EMPLOYEES OF POWER ROOT AND ITS SUBSIDIARIES (EXCLUDING DORMANT SUBSIDIARIES), WHICH WAS ESTABLISHED ON 9 AUGUST 2022 AND WILL EXPIRE ON 8 AUGUST 2032 ("ESOS 2022"); (II) PROPOSED ESTABLISHMENT OF A NEW ESOS OF UP TO 10% OF THE TOTAL NUMBER OF ISSUED SHARES OF POWER ROOT (EXCLUDING TREASURY SHARES) AT ANY POINT IN TIME FOR THE ELIGIBLE EXECUTIVE DIRECTORS AND KEY EMPLOYEES OF POWER ROOT AND ITS SUBSIDIARIES (EXCLUDING DORMANT SUBSIDIARIES) TO REPLACE ESOS 2022 ("PROPOSED NEW ESOS"); AND (III) PROPOSED ALLOCATION OF ESOS OPTIONS UNDER THE PROPOSED NEW ESOS TO THE EXECUTIVE DIRECTORS OF POWER ROOT