CIRCULAR TO SHAREHOLDERS IN RELATION TO THE (I) PROPOSED PRIVATE PLACEMENT OF UP TO 53,212,400 NEW ORDINARY SHARES IN OPCOM HOLDINGS BERHAD (“OPCOM” OR THE “COMPANY”), REPRESENTING APPROXIMATELY 30% OF THE TOTAL NUMBER OF ISSUED SHARES OF OPCOM (“PROPOSED PRIVATE PLACEMENT”); AND (II) PROPOSED ESTABLISHMENT OF AN EMPLOYEES SHARE OPTION SCHEME OF UP TO 30% OF THE TOTAL NUMBER OF ISSUED SHARES OF OPCOM (EXCLUDING TREASURY SHARES, IF ANY) FOR ELIGIBLE DIRECTORS AND EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES (“PROPOSED ESOS”)