BAAN Holding Group Co. Announces the Results of the Extraordinary General Assembly Meeting (First Meeting)

Mr. Faisal bin Mohammed Al‑Malik — Vice Chairman of the Board

Mr. Nabil bin Dawood Al‑Houshan — Board Member

Mr. Yanal Mowaffaq Al‑Saudi — Board Member

Mr. Mishal bin Ibrahim Al‑Shunaifi — Board Member

Mr. Salem bin Ali Al‑Shahrani — Board Member

Mr. Fahad bin Mohammed Al‑Obailan — Board Member

Mr. Yanal Mowaffaq Al‑Saudi — Chairman of the Audit Committee

Mr. Nabil bin Dawood Al‑Houshan — Chairman of the Nomination and Remuneration Committee

To review and discuss the Board of Directors’ Report for the financial year ended 31 December 2025.

Approval of item No. 2, which is:

To review and discuss the financial statements for the financial year ended 31 December 2025.

Approval of item No. 3, which is:

The External Auditor’s Report for the financial year ended 31 December 2025 and discuss the same.

Approval of item No. 4, which is:

The Discharging the members of the Board of Directors from liability for the financial year ended 31 December 2025.

Approval of item No. 5, which is:

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.

Approval of item No. 6, which is:

The 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.

Approval of item No. 7, which is:

The 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.

Approval of item No. 8, which is:

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.

Approval of item No. 9, which is:

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.

Approval of item No. 10, which is:

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.