WUJI SEERA

Supplementary Circular

Seera Group Holding

This Supplementary Circular ("Supplementary Circular") is a supplement to, and must be read in conjunction with the Red Herring Circular dated 18/11/1447H (corresponding to 05/05/2025G) (the "Red Herring Circular") issued by Seera Holding Company (the "Company") in connection with the Capital Reduction of Seera Group Holding from three billion (3,000,000,000) Saudi Riyals, divided into three-hundred million (300,000,000) Ordinary Shares, to two billion seven hundred and forty million four hundred and eighty-six thousand five hundred and twenty (2,740,486,520) Saudi Riyals, divided into two hundred and seventy-four million forty-eight thousand six hundred and fifty-two (274,048,652) Ordinary Shares (the "Capital Reduction").

Financial Advisor

Important Notice

This Circular has been prepared by the Company in accordance with Article 29 of the Rules on the Offer of Securities and Continuing Obligations. Shareholders must read this Supplementary Circular carefully and in full and in conjunction with the Red Herring Circular before making a decision about how to vote on the Capital Reduction.

This Circular contains forward-looking statements. Such forward-looking statements can be identified through the use of future-oriented vocabulary and phrases, such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "will", "believe", "aim", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements in this Circular include, without limitation, the impact of the Capital Reduction, expected timelines and other statements. These statements are subject to change due to a number of factors that cannot be accurately ascertained, such as future market conditions and the behaviors of other market participants. Therefore, the recipient of this Circular should read these forward-looking statements considering this notice and may not rely on such statements.

This Supplementary Circular has been approved by the CMA on 15/12/1447H (corresponding to 01/06/2026G).

O
SEERA

Company's Directory

Company

Seera Group Holding
Riyadh, Imam Saud bin Abdulaziz bin Mohammed Road, Al-Taawun District
P.O. Box 6477, Riyadh 12476
Kingdom of Saudi Arabia
Phone: +966 (11) 2909303
Fax: +966 (11) 2168431
Website: www.seera.sa
Email: [email protected]

Financial Advisor

SNB Capital (SNBC)
King Saud Road, NCB Regional Building
P.O. Box 22216, Riyadh 11495
Kingdom of Saudi Arabia
Telephone: +966 9200 00232
Fax: +966 (11) 4060052
Website: www.alahlicapital.com
Email: [email protected]

Legal Advisor

Baker McKenzie Law Firm
AlOlayan Complex, Tower II, 3rd floor
Al-Ahsa Street - AlMalaz
P.O. Box 69103, Riyadh 11547
Kingdom of Saudi Arabia
Tel: +966 (11) 265 8900
Fax: +966 (11) 265 8999
Website: www.bakermckenzie.com
Email: [email protected]

Baker
McKenzie.

3

SEERA

Auditor for the Condensed Interim Consolidated Financial Statements for the Nine-Month Period Ended 30/09/2025G and the Preparer of the Limited Assurance Report on the Proposed Capital Reduction Based on the Date of the Condensed Interim Consolidated Financial Statements for the Nine-Month Period Ended 30/09/2025G.

KPMG Professional Services (closed joint stock)

Riyadh Front, Airport Road
P.O. Box 92876
Riyadh 11663
Kingdom of Saudi Arabia
Phone: +966 (12) 2303000
Fax: +966 (12) 2303111
Website: www.kpmg.com.sa
Email: [email protected]

As at the date of this Supplementary Circular, the above-mentioned Advisors and Auditor have submitted their written consent to the inclusion of their names, logos and statements (as applicable) in the manner and format set out in this Supplementary Circular.

31

SEERA

1. THE COMPANY

Seera Group Holding (the "Company") is a Saudi joint-stock company established by Royal Decree No. 811, dated 07/05/1426H (corresponding to 14/06/2005G), and registered under Commercial Registration No. 1010148039 issued in Riyadh on 24/07/1418H (corresponding to 25/11/1997G). The Company's current share capital is three billion Saudi Riyals (SAR 3,000,000,000), divided into three hundred million (300,000,000) fully paid ordinary Shares with a nominal value of ten (10) Saudi Riyals per Share.

2. DIRECTORS' DECLARATIONS

The Directors whose names appear on page (8) of the Red Herring Circular hereby acknowledge and confirm the following:

• save as disclosed in this Supplementary Circular, no significant change in material matters disclosed in the Red Herring Circular or additional significant matters have arisen; and
• this Supplementary Circular was presented to the CMA and issued on 15/12/1447H (corresponding to 01/06/2026G) and it supplements the Red Herring Circular issued by the Company and published on the CMA's website on 18/11/1447H (corresponding to 05/05/2026G).

3. NOTICES

This Supplementary Circular should be read in conjunction with the Red Herring Circular.

Defined terms used in this Supplementary Circular shall have the same meaning ascribed to them in Section 2 ("Definitions and Abbreviations") of the Red Herring Circular.

The Supplementary Circular has been published in both Arabic and English languages, with the English version being an unofficial translation. In the event of any conflict between the two versions, the Arabic version shall prevail, being the only approved version by the CMA and is legally binding.

4. REASONS FOR THE ISSUANCE OF THIS SUPPLEMENTARY CIRCULAR

In accordance with Article 29 of the OSCOs, an issuer must submit a supplementary circular to the CMA if at any time after the circular has been published, and before the extraordinary general assembly is convened, an issuer becomes aware that:

1. there has been a significant change in material matters contained in the circular,
2. Or significant matters have become known which would have been required to be included in the circular.

As the share trading will not be suspended upon the Extraordinary General Assembly Approval, the Company has made some modifications to the Red Herring Circular, as shown in section 5- ("Amendments to Certain Information in the Red Herring Circular") below.

3

SEERA

5. AMENDMENTS TO CERTAIN INFORMATION IN THE RED HERRING CIRCULAR

5.1 Section 5-1 “Capital Reduction Procedures” included in the Red Herring Circular has been amended by deleting the paragraph related to the suspension of trading of the Company’s shares, to read as follows (after the deletion), as the trading of the Company’s shares will not be suspended:

The Capital Reduction process is subject to the following procedures:

• The Board of Directors recommending the Capital Reduction, announced on 23/12/1446H (corresponding to 19/06/2025G).
• A Financial Advisor being appointed for the Capital Reduction process, announced on 18/01/1447H (corresponding to 13/07/2025G).
• A Legal Advisor being appointed for the Capital Reduction Process.
• An Auditor being appointed to prepare the Auditor's Report on the Proposed Capital Reduction.
• A Capital Reduction application being prepared and submitted to the CMA in accordance with Article 61 of the Rules on the Offer of Securities and Continuing Obligations, with respect to the terms of the Capital Reduction on 13/06/1447H (corresponding to 04/12/2025G).
• The CMA approving the Company's Capital Reduction application on 14/10/1447H (corresponding to 02/04/2026G).
• A notice being submitted to Tadawul in the form contained in Annex 5 of the Listing Rules.
• Creditor Objection Period, which commences from the date of the Company's announcement of the start of the Creditors' Objection Period and continues for at least 45 days prior to the date of the Company's General Assembly meeting relating to the Capital Reduction. The Company has announced on the Saudi Exchange website the commencement of the Creditors' Objection Period on 17/10/1447H (corresponding to 05/04/2026G).
• The Capital Reduction of the Company becomes effective upon the approval of the Extraordinary General Assembly of the Company of the Capital Reduction [•]/[•]/[•]H (corresponding to [•]/[•]/[•]G).
• The Company's Capital Reduction shall become effective by adjusting the number of shares owned by shareholders on the day of the EGM, who appear in the Company's records at Edaa at the end of trading on the second day following the EGM on the Capital Reduction.
• The Company shall take the necessary steps with the Ministry of Commerce to file the updated Bylaws and update the Company's commercial registration.

5.2 Section 5-3 “General Structure of the Capital Reduction” included in the Red Herring Circular has been amended deleting the paragraph related to the suspension of trading of the Company’s shares, to read as follows (after the deletion), as the trading of the Company’s shares will not be suspended:

• The Company's current capital is three billion (3,000,000,000) Saudi Riyals, divided into three hundred million (300,000,000) Ordinary Shares with a nominal value of ten (10) Saudi Riyals per share.
• A total of twenty-five million, nine hundred and fifty-one thousand, three hundred and forty-eight (25,951,348) ordinary Treasury Shares will be cancelled, including two million, thirty-four thousand, seven hundred and thirty-seven (2,034,737) Ordinary Shares from the total Treasury Shares allocated to the employee stock program, representing a total reduction of 8.65% of the Company's capital prior to the reduction, amounting to two hundred fifty-nine million five hundred thirteen thousand four hundred eighty (SAR 259,513,480) Saudi Riyals, due to the capital exceeding the Company's needs.

0

SEERA

• The cancellation of 8.65% of the Company's shares will result in a reduction of the capital to two billion, seven hundred forty million, four hundred eighty-six thousand, five hundred twenty (2,740,486,520) Saudi Riyals, divided into two hundred seventy-four million, forty-eight thousand, six hundred fifty-two (274,048,652) Ordinary Shares, each with a nominal value of SAR 10.
• The Company announced the commencement of the Creditors' Objection Period, which begins from the date of the Company's announcement of the start of the Creditors' Objection Period on 17/10/1447H (corresponding to 05/04/2026G) and continues for at least 45 days prior to the date of the Company's General Assembly meeting relating to the Capital Reduction, following the approval of the Capital Market Authority on the capital reduction.
• The reduction decision shall become effective upon the approval of the capital reduction by the Extraordinary General Assembly, with no change to the share price.
• The condensed interim consolidated financial statements (unaudited) for the purposes of the capital reduction for the nine-month period ended 30 September 2025G.

5.3 Schedule 7-1 “Timeline for each stage of the capital reduction process implementation” included in the Red Herring Circular has been amended by deleting the stages related to the suspension of trading of the Company’s shares, to read as follows (after the deletion), as the trading of the Company’s shares will not be suspended:

5.4 Section 9 “Expected Timetable for the Capital Reduction Process” included in the Red Herring Circular has been amended by deleting the stages related to the suspension of trading of the Company’s shares, to read as follows (after the deletion), as the trading of the Company’s shares will not be suspended:

11U SEERA

3

SEERA

Iμw

SEERA

www.seera.sa