Announcement by BAAN Holding Group Regarding Its Strategic Plan to Enhance Its Financial Position and Fully Eliminate Accumulated Losses Before the End of the Second Quarter of 2026

This initiative comes as an extension of the measures undertaken by the Company within its capital restructuring and financial optimization program, following the approval of the Extraordinary General Assembly to increase the Company’s capital for the purpose of acquiring real estate assets owned by Alhokair Group Holding Company and Al Oula Real Estate Development Company. The transaction has been completed, including the transfer of ownership of the real estate assets to the Company, the deposit of the new shares in favor of the entitled shareholders, and the listing of such shares on the Saudi Exchange, in accordance with the Company’s announcement published on 11 May 2026.

The capital increase transaction resulted in the issuance of 304,966,936 new ordinary shares and an increase in the Company’s capital from SAR 315,000,000 to SAR 619,966,936, in addition to recording a share premium amounting to SAR 525,153,064.

Accordingly, the Board of Directors intends to recommend to the Extraordinary General Assembly the transfer of the full balance of the share premium resulting from the capital increase to retained earnings, for the purpose of fully offsetting the Company’s accumulated losses, subject to completing the required regulatory procedures and obtaining the relevant approvals.

The Company believes that the implementation of this step will, by the will of Allah, contribute to strengthening its financial position, improving the efficiency of its capital structure, and supporting the Company’s ability to execute its operational and expansion strategies during the coming phase.

The Company further confirms that the implementation of this plan remains subject to the completion of the relevant regulatory requirements and approvals, and the Company will announce any material developments in due course in accordance with the applicable laws and regulations.

For further details regarding the transaction and its financial impact, shareholders may refer to the shareholder circular published on 6 April 2026 and the Company’s announcement regarding the completion of the transaction published on 11 May 2026.