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

Element List	Explanation
Introduction	With reference to the announcement of BAAN Holding Group Company (the “Company”) published on the Saudi Exchange (Tadawul) website on 09/11/1447H, corresponding to 26/04/2026G, regarding the results of the Company’s Extraordinary General Assembly Meeting, pursuant to which the increase of the Company’s share capital and the issuance of the new shares were approved for the purpose of acquiring three real estate assets from Al Hokair Holding Group Company, and real estate assets from Al Oula Real Estate Development Company (the “Real Estate Assets”), collectively referred to as the “Transaction”.

Element List

Explanation

Introduction

With reference to the announcement of BAAN Holding Group Company (the “Company”) published on the Saudi Exchange (Tadawul) website on 09/11/1447H, corresponding to 26/04/2026G, regarding the results of the Company’s Extraordinary General Assembly Meeting, pursuant to which the increase of the Company’s share capital and the issuance of the new shares were approved for the purpose of acquiring three real estate assets from Al Hokair Holding Group Company, and real estate assets from Al Oula Real Estate Development Company (the “Real Estate Assets”), collectively referred to as the “Transaction”.

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. Acquisition Procedures Conclusion Date 2026-05-07 Corresponding to 1447-11-20 Summary of Acquisition / Purchase The Transaction consists of the following:

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. Related Parties The Transaction involved a related party, as Abdulmohsen Abdulaziz Al Hokair Holding Group Company was deemed a related party given that the Chairman of the Company’s Board of Directors is also a member of the board of directors of Al Hokair Holding Group Company, and the Vice Chairman of the Company’s Board of Directors serves as the Chief Executive Officer of Al Hokair Holding Group Company. Financial Impact The financial impact on the Company is expected to be positive during the second quarter of the financial year 2026. Ownership and Legal Documents Transfer Conclusion Date 20/11/1447H, corresponding to 07/05/2026G.

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.