BAAN Holding Group Co. — Proxy Solicitation & Information Statement 2026

Jun 7, 2026

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.

1820 · 07/06/2026 20:00:43 · Announcement #95907 · View on Saudi Exchange

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. 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 Thursday 10/01/1448H (corresponding to 25/06/2026G) 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. Attached Documents              

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