Title: Announcement regarding issuance of Disciplinary Board Resolution No. (37/2023 Disciplinary Board – 188-202/2022 Authority) and imposition of a fine against each of: 1- Al-Madar Investment Company, 2- Chairman, Vice Chairman, and Members of the Board of Directors of Al-Madar Investment Company, 3- CEO of Al-Madar Investment Company for violating the rules of Disclosure and Transparency, Corporate Governance, and the rules of Module Sixteen of the Executive Bylaws of Law No. 7 of 2010 and their amendments.

Announcement regarding issuance of Disciplinary Board Resolution No. (37/2023 Disciplinary Board – 188-202/2022 Authority) and imposition of a fine against each of:
1- Al-Madar Investment Company.
2- Chairman, Vice Chairman, and Members of the Board of Directors of Al-Madar Investment Company.
3- CEO of Al-Madar Investment Company.
For violating the rules of Disclosure and Transparency, Corporate Governance, and the rules of Module Sixteen of the Executive Bylaws of Law No. 7 of 2010 and their amendments.

For the following reasons:

First: Al-Madar Investment Company violated the following:
1- Provision of Item (1) of Article (3-5-1) of Module Ten (Disclosure and Transparency) of the Executive Bylaws of Law No. 7 of 2010 and their amendments. It was proven to the CMA that the Company did not list a number of insiders within the insiders watch list that it has prepared.

2- Provision of Article (4-2-1) of Module Ten (Disclosure and Transparency) of the Executive Bylaws of Law No. 7 of 2010 and their amendments. It was proven to the CMA that the Company did not immediately disclose some material information.

3- Provision of Item (1) of Article (4-6-3) of Module Ten (Disclosure and Transparency) of the Executive Bylaws of Law No. 7 of 2010 and their amendments. It was proven to the CMA that the Company disclosed a material information in the Exchange in a form that was unclear and was not completely truthful.

4- Provision of Article (6-7) 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 Company’s Internal Audit Officer is the Vice Chairman of the Board of Directors of a company owned by a certain percentage and is indirectly reserved through a company owned by Al-Madar Investment Company by a percentage of 89.91% as stipulated in periodic financial statements that ended on 30/06/2022. Moreover, he signed purchase and sale contracts of investment real estates for the Company and is assigned for memberships of the board of directors of other subsidiary companies, which resulted in the absence of full technical independence of the Internal Audit Department.

5- Provision of Article (3-38) of Module Sixteen of the Executive Bylaws of Law No. 7 of 2010 and their amendments. It was proven to the CMA through revision that the Company did not verify the transactions that are classified as large or unusual transactions included in the Company’s mechanism.

Second: Each of the Chairman, Vice Chairman, and Members of the Board of Directors of Al-Madar Investment Company violated the following:
• Provision of Items (4) and (a/13) of Article (3-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments. The following was proven to the CMA:

a) The failure of the Board of Directors to ensure the company’s compliance with some internal policies and procedures.
b) The failure to follow-up the compliance of the Company’s CEO with the administrative and financial authorizations granted to him, as he was permitted to individually sign purchase and sale contracts and agreements of assets for the Company in a value that exceeds the value he is permitted to deal with.

Third: Vice Chairman of the Board of Directors of Al-Madar Investment Company violated the provision of Item (7) of Article (7-3) of the same Module:
This is due to the proof of his failure to disclose in the Disclosure Register of Board Members and Executive Management a mutual interest with the Company through dealing with a subsidiary company.

Fourth: the CEO of Al-Madar Investment Company violated the provision of Item (1) of Article (3-10) of the same Module:
It was proven to the CMA that, in his capacity as the CEO of the Company, he failed to comply with the administrative and financial authorizations granted to him due to his individual signature of purchase and sale contracts and agreements of assets for the Company in a value that exceeds the value he is permitted to deal with.
It should be noted that the violations of the provisions of module Sixteen are procedural and not substantive.

The Resolution included the infliction of the following penalty: -

“First: Levying a fine on Al-Madar Investment Company as follows:
1- An amount of KWD 1,000 (one thousand Dinars) for each of the first and second violations.
2- An amount of KWD 5,000 (five thousand Dinars) for the third violation.
3- An amount of KWD 3,000 (three thousand Dinars) for the fourth violation.
4- An amount of KWD 2,000 (two thousand Dinars) for the fifth violation.

Second: Levying a fine on the Board Members of Al-Madar Investment Company in an amount of KWD 5,000 (five thousand Dinars) on each one of them for the attributed violation in its two parts.

Third: Levying a fine on the Vice Chairman of the Board of Directors of Al-Madar Investment Company in an amount of KWD 2,000 (two thousand Dinars) for the attributed violation (failure to disclose the mutual interest).

Fourth: Levying a fine on the CEO of Al-Madar Investment Company in an amount of KWD 3,000 (three thousand Dinars) for the attribute 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.