Announcement by Ban Group Holding Company regarding the latest developments of the announcement by Ban Group Holding Company inviting shareholders to attend the Extraordinary General Assembly meeting (the first meeting), concerning the publication of the shareholder circular prepared by the company.

Accordingly, Baan Holding Group Company announces the publication of the following documents:

First: The shareholders’ circular prepared by Baan Holding Group Company for its shareholders regarding the increase of Baan Holding Group Company’s capital through Baan Holding’s acquisition of real estate assets from Al Oula Real Estate Development Company, in consideration for the Company increasing its capital by an amount of SAR 65,576,782 and issuing 65,576,782 ordinary shares in favor of Al Oula Real Estate Development Company, and Baan Holding’s acquisition of real estate assets from Abdulmohsen Abdulaziz Alhokair Holding Group Company (“Alhokair Holding Company”), in consideration for the Company increasing its capital by an amount of SAR 239,390,154 and issuing 239,390,154 ordinary shares and allocating them in favor of Alhokair Holding Company. The real estate assets consist of three hotels and the land and real estate assets on which they are located. The circular includes the details of the transaction, its provisions and conditions, and all matters related thereto, including the related parties, the procedures for completion of the transaction, and the risks associated therewith.

The members of the Board of Directors of Baan Holding Group Company emphasize the importance of the Company’s shareholders reading all the information contained in the shareholders’ circular and studying it carefully before making their decision regarding voting on the transaction. If any shareholder has any doubt as to the vote that should be taken by such shareholder at the Extraordinary General Assembly relating to the transaction, independent financial advice should be obtained from an independent financial adviser licensed by the Saudi Capital Market Authority, and the shareholder should rely on their own review of the transaction to ascertain the suitability of the transaction and the information contained in this circular for such shareholder’s investment objectives and financial position.

Second: The letter of notification from the Chairman of the Board of Directors to the Extraordinary General Assembly regarding the direct and indirect interest of the member in the businesses and contracts with related parties, together with a description of such businesses.

Announcement by Baan Holding Group Company inviting the shareholders to attend the meeting of the Extraordinary General Assembly (the first meeting).

•⁠ ⁠The Shareholders’ Circular.

•⁠ ⁠The letter of notification from the Chairman of the Board of Directors to the Extraordinary General Assembly regarding the member’s direct and indirect interest in the businesses and contracts with related parties, together with a description of such businesses.

Copies of the Shareholders’ Circular and the notification letter may be obtained by visiting Baan Holding Group Company’s website (www.baanholding.com), the Capital Market Authority’s website (www.cma.org.sa), or the Saudi Exchange’s website (www.saudiexchange.sa).