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BAAN Holding Group Co. Proxy Solicitation & Information Statement 2026

Apr 2, 2026

53278_rns_2026-04-02_5d2dc0cc-b63c-4861-aa47-ef7c5a222313.pdf

Proxy Solicitation & Information Statement

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Differences Table

Article After Amendment Article Before Amendment
Addition of a new article, numbered (8), as follows:
Article 8: Remuneration of the Board/Committee Secretary:
1. The Board of Directors shall determine, in the decision appointing the Board/Committee Secretary, the allowances and remuneration to be received. -
2. The remuneration of the Board/Committee Secretary shall be paid at the end of each calendar month, or as decided by the Board/Committee in the Secretary’s appointment decision.
Amendment of paragraph (2) of Article 10 as follows: Article 10: Statement of Remuneration for Board Members and Their Committees
Article 10: Statement of Remuneration for Board Members and Their Committees 2. Members of committees emanating from the Board of Directors:
2. Members of committees emanating from the Board of Directors: a. Fixed annual amount for an independent member of the Audit Committee: SAR 100,000
a. Fixed annual amount for an independent member of the Audit Committee: SAR 100,000 b. Fixed annual amount for an independent member of other committees: SAR 50,000
b. Fixed annual amount for an independent member of other committees: SAR 50,000 c. Fixed annual amount for the Board Secretary: SAR 50,000
c. Fixed annual amount for the Board Secretary: SAR 50,000 d. Fixed annual amount for Secretaries of committees emanating from the Board: SAR 30,000
d. Fixed annual amount for Secretaries of committees emanating from the Board: SAR 30,000 A Board member or committee member participating in more than one

Article After Amendment Article Before Amendment
A Board member or committee member participating in more than one committee emanating from the Board shall be entitled to remuneration for each participation. committee emanating from the Board shall be entitled only to the Board’s remuneration.
Amendment of paragraph (2) of Article 11 as follows:
Article 11: Final Provisions (Review, Amendment, and Publication of This Policy) Article 11: Final Provisions (Review, Amendment, and Publication of This Policy)
2. This policy shall be implemented and adhered to by the Group from the date of its approval by the General Assembly of Shareholders, and shall come into effect from the financial year 2025. The policy shall be published on the Group’s website to enable shareholders, the public, and stakeholders to review it. The policy shall be reviewed periodically — when necessary — by the Nomination and Remuneration Committee, and any proposed amendments by the committee shall be presented to the Board of Directors, which shall study and review the proposed amendments and recommend them to the General Assembly of Shareholders for approval. 2. This policy shall be implemented and adhered to by the Group from the date of its approval by the General Assembly of Shareholders. It shall be published on the Group’s website to enable shareholders, the public, and stakeholders to review it. The policy shall be reviewed periodically — when necessary — by the Nomination and Remuneration Committee, and any proposed amendments by the committee shall be presented to the Board of Directors, which shall study and review the proposed amendments and recommend them to the General Assembly of Shareholders for approval