BAAN Holding Group Co. Announces the Results of the Extraordinary General Assembly Meeting (First Meeting)

Mr. Faisal bin Mohammed Al‑Malik — Vice Chairman of the Board

Mr. Nabil bin Dawood Al‑Houshan — Board Member

Mr. Yanal Mowaffaq Al‑Saudi — Board Member

Mr. Mishal bin Ibrahim Al‑Shunaifi — Board Member

Mr. Salem bin Ali Al‑Shahrani — Board Member

Mr. Fahad bin Mohammed Al‑Obailan — Board Member

Mr. Yanal Mowaffaq Al‑Saudi — Chairman of the Audit Committee

Mr. Nabil bin Dawood Al‑Houshan — Chairman of the Nomination and Remuneration Committee

B- Amendment of Article (6) of the Company’s bylaws relating to capital.

C- Amendment of Article (7) of the Company’s bylaws relating to share subscription. D- Authorizing the Board of Directors, or any person authorized by the Board, to issue any resolution or take any action necessary to implement any of the above resolutions.

Approval of Item No. (2), which is: A- The Company’s acquisition of real estate assets from Abdulmohsen Abdulaziz Al Hokair Holding Group Company (“Al Hokair Holding”), in consideration for the Company increasing its capital by SAR (239,390,154) through the issuance of (239,390,154) ordinary shares to be allocated to Al Hokair Holding. The real estate assets consist of three hotels and the land and real estate assets on which they are located, namely: DoubleTree by Hilton Hotel in Riyadh (Al Muruj District), Radisson Blu Corniche Hotel in Jeddah (South Obhur District), and Holiday Inn Jeddah Gateway Hotel in Jeddah (Al Nuzha District), in accordance with the details set out in the shareholders’ circular, which will be published on the Tadawul website sufficiently in advance of the General Assembly meeting in compliance with the relevant regulatory requirements. The implementation of this item is conditional upon Al Hokair Holding obtaining, by the date of the General Assembly meeting, written approvals from all banks in whose favor the assets included in this transaction are mortgaged, confirming that such mortgages will be released prior to the transfer of the assets to the Company (the “Al Hokair Transaction”, and together with the Al Oula Transaction, the “Transactions”).

B- Amendment of Article (6) of the Company’s bylaws relating to capital.

C- Amendment of Article (7) of the Company’s bylaws relating to share subscription. D- Authorizing the Board of Directors, or any person authorized by the Board, to issue any resolution or take any action necessary to implement any of the above resolutions.

Approval of Item No. (3), which is: The business and contracts to be concluded during the year 2026 between the Company and Al Hokair Holding, in which the Chairman of the Board, Mr. Sami bin Abdulmohsen Al Hokair, and the Vice Chairman, Mr. Faisal bin Mohammed Al Malek, have an indirect interest, relating to the acquisition of three major hotels, without preferential terms or benefits, with a total transaction value of SAR 651,620,000. Approval of Item No. (4), which is: Amendment of the remuneration policy for the Board of Directors, its committees, and the executive management.

Approval of Item No. (5), which is: Amendment of Article (4) of the Company’s bylaws relating to the Company’s objectives.

Approval of Item No. (6), which is: Amendment of Article (19) of the Company’s bylaws relating to the powers of the Chairman, Vice Chairman, Managing Director, and Secretary.

Approval of Item No. (7), which is: Deletion of Article (38) of the Company’s bylaws relating to the Founding Assembly.

Approval of Item No. (8), which is: Deletion of Article (39) of the Company’s bylaws relating to the competencies of the Founding Assembly.

Approval of Item No. (9), which is: Adding a new article to the Company’s bylaws relating to additional powers of the Board of Directors, to be numbered sequentially in accordance with the bylaws.

Approval of Item No.(10), which is: Rearranging and renumbering the bylaws articles to align with the proposed amendments.

Approval of Item No. (11), which is: Approval of additional fees to the external auditor, Dr. Mohammed Al-Amri & Co., Certified Public Accountants (BDO), amounting to SAR 100,000, in consideration for the additional audit hours related to the review of the Company’s financial statements for the financial year ending 2024.