BAAN Holding Group announces the latest developments concerning the two transactions previously announced to purchase a number of real estate assets by increasing the Company’s share capital and issuing new shares as consideration for such assets and the approval of capital market authority on this transaction

1. The Company’s acquisition of real estate assets from Al Oula Real Estate Development Company, representing all of the residential units located in the Mid-Rise component of the Ajdan Waterfront Project Tower in Al Khobar (referred to as the “Al Oula Transaction Assets”), in exchange for the issuance of 65,576,782 ordinary shares in the Company, equivalent to 10.58% of the Company’s share capital after the capital increase (in the event both of the Transactions are approved) (referred to as the “Al Oula Shares”) in favor of Al Oula Real Estate Development Company, through their allocation to three companies designated by Al Oula Real Estate Development Company in accordance with the provisions of the Al Oula Agreement (namely Awj Al-Mada Company, Awj Al-Majal Company and Awj Al-Shati Company (collectively referred to as the “Receiving Companies of the Al Oula Shares”)) (referred to as the “Al Oula Transaction”).

2. The Company’s acquisition of real estate assets from Al Hokair Holding Company, namely the DoubleTree by Hilton Hotel in Riyadh, Al Murooj District, the Radisson Blu Hotel, Jeddah Corniche, and the Holiday Inn Jeddah Gateway Hotel on Al Madinah Road, along with the land and real estate assets on which each of them is located, (the DoubleTree by Hilton Hotel, Radisson Blu Hotel and Holiday Inn Hotel are collectively referred to as the “Al Hokair Transaction Assets”). The Al Hokair Transaction Assets shall be acquired in exchange for the issuance of 239,390,154 ordinary shares in the Company, equivalent to 38.61% of the Company’s share capital after the capital increase (in the event both of the Transactions are approved) (referred to as the “Al Hokair Shares”) in favor of Al Hokair Holding Company in accordance with the provisions of the Al Hokair Agreement (as defined below) (referred to as the “Al Hokair Transaction”).

the Al Oula Transaction and the Al Hokair Transaction are collectively referred to as the “Transactions”. It is worth noting that the Transactions are independent of each other and the effectiveness of one is not conditional on the completion of the other. However, the Company intends to complete both Transactions simultaneously by increasing the Company’s share capital in order to issue the Al Oula Shares and the Al Hokair Shares.

The Company would like to announce to its valued shareholders that it has received the approval of the Capital Market Authority on 17/07/1447H (corresponding to 06/01/2026G) on its application to increase its share capital from SAR 315,000,000 to SAR 619,966,936 and the increase of its shares from 315,000,000 ordinary shares to 619,966,936 ordinary shares with a nominal value of one Saudi Riyal (SAR 1) per share, representing an increase of 96.81% in the Company’s current share capital. The purpose of the capital increase is to complete the Transactions.

The Company will complete the necessary procedures for the completion of the Transactions, including obtaining the extraordinary general assembly approval on the capital increase, and the Company will announce the relevant procedures and publish the shareholders circular prepared for the purpose of increasing the Company's share capital in due course and in advance of the aforementioned extraordinary general assembly meeting.