Title: Announcement regarding issuance of Disciplinary Board Resolution No. (59/2024 Disciplinary Board) (65/2024 Authority) and imposition of a fine against: 1- Rasiyat Holding Company, 2- Chairman of the Board of Directors, Vice Chairman of the Board of Directors, and Members of the Board of the Company for violating the rules of Corporate Governance

Announcement regarding issuance of Disciplinary Board Resolution No. (59/2024 Disciplinary Board) (65/2024 Authority) and imposition of a fine against: 1- Rasiyat Holding Company, 2- Chairman of the Board of Directors, Vice Chairman of the Board of Directors, and Members of the Board of the Company for violating the rules of Corporate Governance

For the following reasons:

First: Rasiyat Holding Company violated the provision of paragraph (h) of Item (4) of Article (9-9) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments, it was proven to the CMA , that the Company did not comply with presenting the CMA Disciplinary Board Resolution issued on 11/10/2022 to the shareholders at the General Assembly meeting for the financial year ending on 31/12/2022, which was held on 3/4/2023.

Second: Members of the Board of Directors of Rasiyat Holding Company:

1. Chairman of the Board of Directors.
2. Vice Chairman of the Board of Directors.
3. Member of the Board of Directors.
4. Member of the Board of Directors.
5. Member of the Board of Directors.
6. Member of the Board of Directors.
7. Member of the Board of Directors.

It was proven to the CMA their violation of the provision of Item (4) of Article (3-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 Regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and its Executive Bylaws, and their amendments, as the Authority has established the approval of the Board of Directors of Rasiyat Holding Company to conclude a banking facilities contract and a joint guarantee for one of its subsidiaries with the bank for a total amount of KWD 8,000,000, in order to finance the acquisition of Rasiyat Holding Company (the parent company) in its capacity as the “joint guarantor” of (70%) of the Company’s shares.

This is incompatible with the Company’s articles of association and bylaws, as stipulated in Item (4) of the Company’s articles of association that: “... all the Company’s objectives are exercised in accordance with the provisions of Islamic Sharia,” noting that according to Item No. (7) of the approved work charter policy on 05/11/2023, which stipulates “the Board has the most comprehensive authorities in managing the Company in accordance with its objectives. However, these authorities are subject to restrictions in accordance with the applicable laws and regulations, the Company’s articles of association, its bylaws, and the resolutions issued by the general assembly.”

The Resolution included the infliction of the following penalty: -

"First: Levying a fine against Rasiyat Holding Company in an amount of KWD 1000 (one thousand Dinars) for the attributed violation.

Second: Levying a fine against each of the following:

1. Chairman of the Board of Directors.
2. Vice Chairman of the Board of Directors.
3. Member of the Board of Directors.
4. Member of the Board of Directors.
5. Member of the Board of Directors.
6. Member of the Board of Directors.
7. Member of the Board of Directors.

in an amount of KWD 3000 (three thousand Dinars) on each one of them for the attributed violation.”

In this regard, the CMA emphasizes the implementation of CMA Law and its Executive Bylaws on all persons dealing in securities activities, and urges them to comply with these Laws in order to promote investors' confidence, create a sound investment environment, and implement the Law according to the principles of fairness, transparency, and integrity in line with the best international practice.