The Board of Directors of Baan Group Holding Company invites its shareholders to attend the Extraordinary General Assembly Meeting (First Meeting) in person and through modern technology means.
| 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 (the first meeting), which is scheduled on Sunday 13/01/1448H (corresponding to 28/06/2026G) at [7:50] PM At the Company’s headquarters in Al-Murooj District, Riyadh City. and through modern technol |
| City and Location of the General Assembly's Meeting | At the Company’s headquarters in Al-Murooj District, 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 | 2026-06-28 Corresponding to 1448-01-13 |
| Time of the General Assembly’s Meeting | 19:50 |
| 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 Company's shareholders register at the Depositary Center by the end of the trade session prior to the extraordinary general assembly meeting are entitled to attend in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. A shareholder's right to register its 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- To review and discuss the Board of Directors’ Report for the financial year ended 31 December 2025. |
2- To review and discuss the financial statements for the financial year ended 31 December 2025.
3- To vote on the External Auditor’s Report for the financial year ended 31 December 2025 and discuss the same.
4- To vote on discharging the members of the Board of Directors from liability for the financial year ended 31 December 2025.
5- To vote on the disbursement of an amount of SAR 1,505,000 as remuneration for the members of the Board of Directors for the financial year ended 31 December 2025.
6- Voting on authorizing the Board of Directors with the powers of the Ordinary General Assembly to grant the approval stipulated in Paragraph (1) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of the Ordinary General Assembly’s approval or until the end of the term of the authorized Board of Directors, whichever occurs first, in accordance with the conditions set forth in the Implementing Regulations of the Companies Law applicable to listed joint-stock companies.
7- Voting on authorizing the Board of Directors with the powers of the Ordinary General Assembly to grant the approval stipulated in Paragraph (2) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of the Ordinary General Assembly’s approval or until the end of the term of the authorized Board of Directors, whichever occurs first, in relation to hospitality and hotel operation activities.
8- Voting on the transfer of an amount from the share premium account arising from the capital increase to the accumulated losses account, for the purpose of offsetting accumulated losses amounting to SAR 263,644,000, and authorizing the Board of Directors to complete all related regulatory and accounting requirements.
9- To vote on the transactions and contracts entered between the Company and Abdulmohsen Al Hokair Holding Group, in which the Chairman of the Board, Mr. Sami Al Hokair, and the Vice Chairman of the Board, Mr. Faisal Al Malik, have an indirect interest. Such transactions consist of lease agreements concluded without preferential terms or benefits. The value of the transactions during 2025 amounted to SAR 43,663,036.
10- To vote on the transactions and contracts entered between the Company and Abdulmohsen Al Hokair Holding Group, in which the Chairman of the Board, Mr. Sami Al Hokair, and the Vice Chairman of the Board, Mr. Faisal Al Malik, have an indirect interest. Such transactions consist of service agreements concluded without preferential terms or benefits. The value of the transactions during 2025 amounted to SAR 3,672,270.
www.tadawulaty.com.sa
Tel:966114134444
E-mail: IR@baanholding.com
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.