CIRCULAR TO SHAREHOLDERS IN RELATION TO PART A: PROPOSED ESTABLISHMENT OF A LONG TERM INCENTIVE SCHEME OF UP TO 10% OF THE TOTAL NUMBER OF ISSUED SHARES OF AIRASIA GROUP BERHAD (EXCLUDING TREASURY SHARES, IF ANY) AT ANY POINT IN TIME FOR ELIGIBLE EMPLOYEES AND DIRECTORS OF AIRASIA GROUP BERHAD AND ITS SUBSIDIARIES (EXCLUDING DORMANT SUBSIDIARIES) ("PROPOSED LTIS"); AND PART B: PROPOSED ACQUISITION BY AIRASIA GROUP BERHAD OF THE REMAINING 1,665,000 ORDINARY SHARES IN BIGLIFE SDN BHD, REPRESENTING 20.00% OF THE EQUITY INTEREST IN BIGLIFE SDN BHD, FROM AIMIA HOLDINGS UK II LIMITED FOR A PURCHASE CONSIDERATION OF RM103,037,500 TO BE SATISFIED WHOLLY VIA THE ISSUANCE OF 85,864,583 NEW ORDINARY SHARES OF AIRASIA GROUP BERHAD AT AN ISSUE PRICE OF RM1.20 PER SHARE ("PROPOSED ACQUISITION")