BAAN Holding Group announces the latest developments regarding the two previously announced transactions to purchase a number of real estate assets by increasing the Company’s capital and issuing new shares as consideration for such assets

Therefore, the Company has contacted its substantial shareholders (i.e. non-public shareholders) to request that one of them sells its shares to one or more persons that qualify as public shareholder, thereby ensuring the completion of the Real Estate Transaction.

Accordingly, Abdulmohsen Al Hokair & Sons Co. Ltd. (the "Seller Shareholder") who is one of the Company's substantial shareholders and owns 31.50%, notified the Company that it has executed on 08 October 2025 a sale of 15,700,000 shares from its holdings in the Company, which represent 4.984% of the Company's current share capital through a negotiated transaction (the "Off-Market Transaction"). This Off-Market Transaction enables the Company to complete the Real Estate Transactions without reducing the public ownership in the Company below 30% after completion.

As a result of the Off-Market Transaction, the Seller Shareholder's ownership in the Company will decrease to 26.516%.

It should also be noted that the Company is still working to fulfil the conditions for completing the Real Estate Transactions, including obtaining approval from the Capital Market Authority and Saudi Exchange Company.

Based on the aforementioned, the Real Estate Transactions remain subject to obtaining the necessary approvals from the different regulatory authorities and the extraordinary general assembly of the Company.