Announcement by BAAN Holding Group on the Completion of the Acquisition Procedures for Real Estate Assets Valued at SAR 830 Million

The Company announces the completion of the Transaction through the transfer of ownership of the Real Estate Assets to the Company and the deposit of the new shares in favor of Al Hokair Holding Group Company and the companies designated by Al Oula pursuant to the provisions of the Real Estate Sale and Purchase Agreement entered into with Al Oula Real Estate Development Company and Ajdan Real Estate Development Company, in its capacity as guarantor for Al Oula Real Estate Development Company, dated 28/06/1446H, corresponding to 29/12/2024G, namely: Awj Al Mada Real Estate Development and Investment Company, Awj Al Majal Company, and Awj Al Shati Company, and their listing on the Saudi Exchange (Tadawul) on 23/11/1447H, corresponding to 10/05/2026G.

For further details on the Transaction, its implications, and other related matters, please refer to the Shareholders’ Circular published by the Company on 18/10/1447H, corresponding to 06/04/2026G.

1. The Company’s acquisition of real estate assets from Al Hokair Holding Group Company, consisting of three hotels together with the lands and real estate assets on which they are located, namely: DoubleTree by Hilton Hotel in Riyadh, located in Al Muruj District; Radisson Blu Corniche Hotel in Jeddah, located in South Obhur District; and Holiday Inn Jeddah Gateway Hotel in Jeddah, located in Al Nuzhah District, with a total value of SAR 651,620,000, and the allocation of 239,390,154 ordinary shares to Al Hokair Holding Group Company.

2. The Company’s acquisition of real estate assets from Al Oula, consisting of 86 residential units representing all residential units located in the “Mid Rise” area of the Ajdan Waterfront Project tower in Al Khobar, with a total value of SAR 178,500,000, and the issuance of 65,576,782 ordinary shares to Al Oula, to be allocated to three companies designated by Al Oula pursuant to the provisions of the Real Estate Sale and Purchase Agreement entered into with Al Oula and Ajdan Real Estate Development Company, in its capacity as guarantor for Al Oula Real Estate Development Company, dated 28/06/1446H, corresponding to 29/12/2024G, namely:

a. Awj Al Mada Real Estate Development and Investment Company, with 21,858,928 ordinary shares;

b. Awj Al Majal Company, with 21,858,927 ordinary shares; and

c. Awj Al Shati Company, with 21,858,927 ordinary shares.

Upon completion of the two transactions, the Company’s share capital will be increased from SAR 315,000,000 by an additional amount of SAR 304,966,936, resulting in a new share capital of SAR 619,966,936, representing an increase of 96.8149% of the Company’s current share capital, in addition to a share premium of SAR 525,153,064.