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Element List	Explanation
Introduction	The Board of Directors of BAAN Holding Group Company (the "Company") is pleased to invite the esteemed shareholders of the Company to participate and vote in the Extraordinary General Assembly meeting, which includes voting on the Company’s capital increase (the first meeting), which is scheduled on Thursday 06/11/1447H (corresponding to 23/04/2026G) at [6:30] PM, at the DoubleTree by Hilton Hotel – Al Murooj, Riyadh and through modern technology means using the Tadawulaty platform.
City and Location of the General Assembly's Meeting	DoubleTree by Hilton Hotel in Al Muruj District in Riyadh, and through contemporary technology using the Tadawulaty platform (www.tadawulaty.com.sa)
Hyperlink of the Meeting Location	Click Here
Date of the General Assembly's Meeting	2026-04-23 Corresponding to 1447-11-06
Time of the General Assembly’s Meeting	18:30
Methodology of Convening the General Assembly’s Meeting	Attendance in-person and via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End	Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee.
Quorum for Convening the General Assembly's Meeting	The extraordinary general assembly meeting will be quorate if attended by shareholders representing at least half of the Company's share capital, in accordance with Article 31 of the Company's bylaws. In case this quorum is not met in the first meeting, a second meeting will be held after one hour from the scheduled time for the first meeting, and this second meeting will be quorate if attended by shareholders representing at least one quarter of the Company's share capital.
General Assembly Meeting Agenda	1. A. Voting on the Company’s acquisition of real estate assets from Al Oula Real Estate Development Company, in consideration of the Company increasing its share capital by (65,576,782) Saudi Riyals and issuing (65,576,782) ordinary shares in favor of Al Oula Real Estate Development Company, and allocating them to three companies (namely Awj Al-Mada Company for Real Estate Development and Investment, Awj Al-Majal Company and Awj Al-Shati Company) designated by Al Oula Real Estate Development Company in accordance with 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 (acting as guarantor for Al Oula Real Estate Development Company) on 28/06/1446H (corresponding to 29/12/2024G) (the "Al Oula Agreement"). The real estate assets comprise 86 residential units representing all of the residential units located in the Mid-Rise component of the Ajdan Waterfront Project Tower in Al Khobar on Plot No. 12/2 of Plan No. 356/02, with a total area of approximately (12,000) square meters, located on Corniche Road, Al Khobar, Kingdom of Saudi Arabia, in accordance with the details set out in the shareholders' which will be published on the Tadawul website sufficiently in advance of the date of the Extraordinary General Assembly meeting and in accordance with the regulatory requirements.(the "Al Oula Transaction"). B. Voting on the amendment of Article (6) of the Company's Articles of Association relating to share capital (attached). C. Voting on the amendment of Article (7) of the Company's Articles of Association relating to the subscription of shares (attached). D. Voting on authorizing the Company’s Board of Directors, or any person authorized by the Board, to issue any resolution or take any action that may be necessary to implement any of the aforementioned resolutions. 2. A. Voting on the Company’s acquisition of real estate assets from Abdul Mohsen Abdulaziz Al Hokair Holding Group Co. ("Al Hokair Holding Company"), in consideration of the Company increasing its share capital by (239,390,154) Saudi Riyals and issuing (239,390,154) ordinary shares and allocating them to Al Hokair Holding Company. The real estate assets comprise three hotels and the land and real estate assets on which they are located, namely the DoubleTree by Hilton Hotel in Riyadh, Al Murooj District, the Radisson Blu Hotel Corniche in Jeddah, South Obhur District, and the Holiday Inn Jeddah Gateway Hotel in Jeddah, An Nuzha District, in accordance with the details set out in the shareholders' which will be published on the Tadawul website sufficiently in advance of the date of the Extraordinary General Assembly meeting and in accordance with the regulatory requirements, noting that the implementation of this provision of the agenda is contingent on Al Hokair Holding Company obtaining written approval, in all cases before the conduct of this assembly, from all banks in favor of which the assets included in the Al Hokair Transaction have been mortgaged, that such mortgages shall be released prior to the transfer of the assets from Al Hokair Holding Company to the Company], (the "Al Hokair Transaction", and together with the Al Oula Transaction, the "Transactions"). B. Voting on the amendment of Article (6) of the Company's Articles of Association relating to share capital (attached). C. Voting on the amendment of Article (7) of the Company's Articles of Association relating to the subscription of shares (attached). D. Voting on authorizing the Company’s Board of Directors, or any person authorized by the Board, to issue any resolution or take any action that may be necessary to implement any of the aforementioned resolutions. 3. Voting on the business and contracts to be executed during the year 2026 between the Company and Alhokair Holding Company, in which the Chairman of the Board, Mr. Sami bin Abdulmohsen Alhokair, and the Vice Chairman of the Board, Mr. Faisal bin Mohammed Al-Malik, have an indirect interest. These transactions relate to the acquisition of three major hotels, without any preferential terms or special advantages. The total value of the transaction amounts to SAR 651,620,000. (Attached) 4. Voting on amending of the Remuneration Policy for the members of the Board of Directors, its committees, and the executive management (attached). 5. Voting on the amendment of Article (4) of the Company's Articles of Association related to the Company's activities (attached). 6. Voting on the amendment of Article (19) of the Company's Articles of Association in respect of the authorities of the chairman, vice-chairman, managing director and secretary (attached). 7. Voting on the omission of Articles (38) of the Company's Articles of Association in respect of the constituent assembly and its authorities. 8. Voting on the omission of Articles (39) of the Company's Articles of Association in respect of the constituent assemblies and its authorities. 9. Voting on the addition of an Article in the Companie’s Articles of Association in respect of additional authorities for the Company’s board of directors, such Article to be numbered based on the automated sequencing on the Articles (attached). 10. Voting on the rearrangement and renumbering of the Company’s Articles of Association provisions to align with the proposed amendments. 11. Approval to disburse additional fees to the company’s external auditor, Dr. Mohammed Al-Omari & Co. – Certified Public Accountants (BDO), in the amount of SAR 100,000, in consideration of the additional working hours undertaken to examine and audit the Company’s financial statements for the financial year ended 2024.
Proxy Form	Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right	Shareholders have the right to discuss the items listed in the agenda of the general assembly and raise questions and inquiries. Shareholders registered in Tadawulaty services can vote electronically and remotely on the assembly agenda items via Tadawulaty's website: www.tadawulaty.com.sa, noting that the eligibility for registering the attendance of the Extraordinary General Assembly Meeting ends upon the convention of the Extraordinary General Assembly Meeting. The eligibility for voting on the business of the meeting agenda ends when the counting committee concludes counting the votes.
Details of the electronic voting on the Assembly’s agenda	Shareholders registered on the Tadawulaty Services will be able to remotely vote on the items of the extraordinary general assembly electronically starting from [01] [AM] on Saturday 01/11/1447H (corresponding to 18/04/2026G) until the end of the assembly's meeting time. Registration and voting via Tadawulaty Services will be available and free of charge for all shareholder through the following link: www.tadawulaty.com.sa
Method of Communication in Case of Any Enquiries	In case of any enquiries, please contact the Company’s Investors Relations Department at: Tel:966114134444 E-mail: IR@baanholding.com
Additional Information	In this regard, the Company has attached the documents pertaining to the agenda items (where applicable) as part of the attachments accompanying this announcement for your review. The board of directors of the Company emphasizes the importance for all shareholders to read the shareholders' which will be published on the Tadawul website sufficiently in advance of the date of the Extraordinary General Assembly meeting and in accordance with the regulatory requirements. The Company would like to clarify that, the votes of related parties will not be counted during the voting at the Extraordinary General Assembly relating to the capital increase on the resolutions of the two acquisition transactions, as well as the voting on the items and resolutions associated with either or both transactions, whenever non-counting is a regulatory requirement.
Attached Documents	Attached Documents Attached Documents Attached Documents Attached Documents

BAAN Holding Group Co. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the (First Meeting)