Title: Announcement regarding issuance of Disciplinary Board Resolution No. (33/2023 Disciplinary Board) (51-135/2022 Authority) and imposition of a fine against: 1- Chairman and Vice Chairman of the Board of Directors. 2-Member of the Board of Directors. 3- Chairman and Vice Chairman of the Board of Directors (Formerly). 4- Member of the Board of Directors (Formerly, total of 2). 5- Vice Chairman of the Board of Directors and Chairman of the Risk Committee (Formerly). 6- Abdullah Mohammad Abduljader. 7- Sami Mohammad Khuraisan. 8- Tasneem Abdulatheem Marafi. 9- Shaikha Bader Al-Lingawi. 10- Yara Jbaili. 11- Ahmad Abdulfatah Bayomi Bader, for violating the Rules of Listing and Corporate Governance.

Announcement regarding issuance of Disciplinary Board Resolution No. (33/2023 Disciplinary Board) (51-135/2022 Authority) and imposition of a fine against: 1- Chairman and Vice Chairman of the Board of Directors. 2-Member of the Board of Directors. 3- Chairman and Vice Chairman of the Board of Directors (Formerly). 4- Member of the Board of Directors (Formerly, total of 2). 5- Vice Chairman of the Board of Directors and Chairman of the Risk Committee (Formerly). 6- Abdullah Mohammad Abduljader. 7- Sami Mohammad Khuraisan. 8- Tasneem Abdulatheem Marafi. 9- Shaikha Bader Al-Lingawi. 10- Yara Jbaili. 11- Ahmad Abdulfatah Bayomi Bader, for violating the Rules of Listing and Corporate Governance.  

For the following reasons:
First: Al Bareeq Holding Company, for violating the following:

1. The provision of Article (1-14) of Module Twelve (Listing Rules) of the Executive Bylaws of Law No. 7 of 2010 and their amendments, which stipulates: “Each Listed Company shall organize  and  keep  books,  registers  and  accounts reflecting detailed and accurate transactions or ownership transfers of the assets of such company, in accordance with International Financial Reporting Standards (IFRS) and the audit standards issued by International Accounting Standards Board (IASB), which are amended from time to time.”

The following was conclusively proven to the CMA:

a. The Company's failure to comply with International Financial Reporting Standard 5 (IFRS 5) "Non-current Assets Held for Sale and Discontinued Operations" when recording the financial impact of a company’s sale transaction.

b. The Company's failure to comply with International Accounting Standard 24 (IAS 24) "Related Party Disclosures" due to the failure to disclose within the observations of the financial statements on the cash transfers to Mr. – a related party – amounting to KWD 9.05 million.

c. The Company's failure to comply with International Accounting Standard 7 (IAS 7) "Statement of Cash Flows" when recording the financial impact of transactions.

Cash transfers in the amount of KWD 9.05 million.

• Acquisition of a company.

• Acquisition of a company.

2. The provisions of Items No. (2, 3, 27) of Article (4-1-1) “Definition of Material Information” of Chapter Four of Module Ten (Disclosure and Transparency) of the Executive Bylaws of Law No. 7 of 2010 and their amendments which stipulates “A Listed Company shall disclose Material Information within the timing set out in Article (4-2) of this Module, including but not limited to the following:

2. Entering into or terminating a contract with Significant Effect.

3. Purchase or sale of an asset with Significant Effect.

27. The immediate disclosure of the results of the general assembly meeting or Board of Directors meeting, and the disclosure in the event of a postponement, if any, including the  reasons  behind  such  postponement. “

It was proven to the CMA that Al Bareeq Holding Company failed to disclose at Boursa Kuwait Securities Exchange a number of material information.

The Company made significant cash transfers of KWD 9.05 million, representing approximately 22% of the Company's total assets as on September 30, 2019.

- The Board of Directors meeting held on August 11, 2019, approved the purchase of one company for KWD 11.7 million and another company for KWD 13.6 million.

Second: Chairman of the Board of Directors of Al Bareeq Holding Company, due to the following:

First: Articles (3-1), Item (3) of Article (3-7), Article (7-2), and Items No. (1, 2, 3, and 6) of Article (7-3) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 which stipulates:

The following was proven to the CMA:

a) The Board of Directors failed to ensure that the parties buying the Company's assets paid for those assets, as the sale contracts did not specify the method of payment or late payment penalties, particularly that none of the sold assets received cash therefrom but they were recorded as debit balances due from the purchasing parties.

b) The Board of Directors' negligence and squandering of one of the Company's most important assets by transferring a cash amount of KWD 9.05 million without conducting any transaction or deal with the aforementioned party and without a clear reason.

c) The Board of Directors failed to approve the following transactions:

• Sale (no approval from the new Board of Directors).

• Sale of property.

• Cash transfers amounting to KWD 9.05 million.

d) Acquisition of two companies without considering and ensuring that these companies and their subsidiaries had title deeds for the real estate assets registered in their records.

e) Approving the acquisition of two companies prior to the date of incorporation of these companies.

f) Acquisition of a company for KWD 15.1 million, which is an inflated value of KWD 3.7 million.

Second: the provision of Article (6-1) of the Corporate Governance Module:

It was proven to the CMA that he did not recognize the risks facing the Company by obtaining the necessary risk reports, as a result of the Risk Committee’s failure to perform its role in preparing the technical studies necessary to understand and analyze the nature and extent of risks related to the deals.

Third: the provision of Item (5) of Article (3-7) of the same Module, which stipulates:

“Board roles and responsibilities include, for example without limitation:

5-Safeguarding accuracy and validity of the data and information to be disclosed in accordance with applicable disclosure and transparency policies and rules.”

Furthermore, Article (7-2), and Items No. (1, 2, 3, and 6) of Article (7-3) aforesaid.

It was proven to the CMA that the accounting treatment was not used in accordance with international accounting standards.

Third: Vice Chairman of the Board of Directors of Al Bareeq Holding Company (formerly) violated the following:

First: Articles (3-1), Item (3) of Article (3-7), Article (7-2), Items (1, 2, 3, and 6) of Article (7-3) mentioned above, and Items (1, 2) of Article (3-9) of the Governance Module, which stipulate that " The main role of the executive management is:

1.  Execution  of  company  strategic  plans  and  their  related  policies  and  internal  rules as well as ensuring efficiency and sufficiency of the same.

2.  Full  responsibility  toward  company  general  performance  and  work  results  through  constructing  management  structure  which  enhances  accountability  and transparency. “

Item (5) of Article (3-10) of the same Module:

The following was conclusively proven to the CMA:

a- The Board of Directors failed to ensure that the parties buying the Company's assets paid for those assets. It was found that, as the main owner and former Chairman of the Board of Directors of Al Bareeq Holding Company, he manipulated and squandered of Al Bareeq Holding Company's high-quality and income-generating assets.

• Cash transfers amounting to KWD 9.05 million were made without any transaction or deal between the Company and the aforementioned person.

• Tadawul International Company.

Following the exit process of his ownership in the Company during the fourth quarter of 2019 for transferring most of the Company's key, world-class, income-generating assets, valued at KWD 34.4 million, to related parties without the aforementioned parties payment of a fair amount to the Company. This resulted in Al Bareeq Holding Company being devoid of its most important assets, and its containing of debit balances due to these parties as well as settlements.

• The Board of Directors' negligence and squandering of one of the Company's most important assets by transferring KWD 9.05 million in cash without conducting any transaction or deal with the aforementioned person and without a clear reason.

• The Board of Directors' failure to approve the transactions.

• Cash transfers amounting to KWD 9.05 million.

• Property sale.

a) Acquisition of two companies without ensuring that these companies and their subsidiaries have and maintain title deeds to the real estate assets registered in their records.

Approving the acquisition of each of the two companies prior to the date of incorporation of these companies.

b) Acquisition of a company for KWD 15.1 million, which is an inflated value of KWD 3.7 million.

Second: The provision of Article (6-1) and Item (8) of Article (6-5) 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 in his capacity as Vice Chairman and CEO of Al Bareeq Holding Company during the period from August 7, 2019 to June 13, 2021, and as Chairman of the Risk Committee from August 7, 2019 to June 10, 2021, that the Company's Risk Committee did not prepare the necessary technical studies to recognize and analyze the nature and extent of risks involved in the transactions.

The sale and purchase of two properties and a company.

Third: The provision of Paragraphs (b) and (c) of Item (1) of Article (8-5) of Module Fifteen (Corporate Governance).

It was proven to the CMA conclusively that the results of the Board of Directors meeting dated 11/08/2019 were not disclosed.

Fourth: The provision of Item (5) of Article (3-7) and Item (4) of Article (3-10) of the same Module, which stipulates that Item (5) of Article (3-7) states:

It was proven to the CMA conclusively that the accounting treatment in accordance with international accounting standards was not applied for each of the following transactions:

2) Sale of a company

3) Sale of property

4) Sale of villas

5) Sale of property

6) Sale of a trading company

7) Cash transfers in the amount of KWD 9.05 million

8) Acquisition of a company

9) Acquisition of a company

Fourth: Each of:

1. Member of the Board of Directors of Al Bareeq Holding Company (Formerly).
2. Member of the Board of Directors of Al Bareeq Holding Company (Formerly).

For violating the following:

First: Articles (3-1), Item (3) of Article (3-7), Article (7-2), and Items (1, 2, 3, and 6) of Article (7-3) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 (mentioned above).

It was proven to the CMA that:

a. The Board of Directors failed to ensure that the parties buying the company's assets have paid for those assets. The sales contracts did not specify the method of payment or late payment penalties, especially that none of the sold assets received cash therefrom, but were recorded as debit balances due from the purchasing parties, for the following transactions:

• Sale of a company.

• Sale of property.

• Sale of villas.

• Sale of property.

• Sale of a trading company.

b. The Board of Directors' negligence and squandering of one of the Company's most important assets by transferring a cash amount of KWD 9.05 million without conducting any transaction or deal with the aforementioned person and without a clear reason.

c. The Board of Directors failed to approve the following transactions:

1- Sale of a company (no approval from the new Board of Directors).

2- Sale of property.

3- Sale of villas.

4- Cash transfers amounting to KWD 9.05 million.

5- Sale of property.

d. Acquisition of two companies without ensuring that these companies and their subsidiaries maintain and hold title deeds to the real estate assets registered in their records.

e. Approving the acquisition of two companies prior to the date of incorporation of these companies.

f. Acquisition of one company for KWD 15.1 million, which is an inflated value of KWD 3.7 million.

Second: The provision of Article (6-1) and Item (8) of Article (6-5) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and its amendments (mentioned above).

It was proven to the CMA that, in their capacity as two members of the Board of Directors of Al Bareeq Holding Company and two members of the Risk Committee during the period from August 7, 2019 to June 10, 2021, the Company's Risk Committee did not prepare the necessary technical studies to recognize and analyze the nature and extent of risks related to the following transactions:

1. Sale of a Company.

2. Purchase of a Company.

3. Purchase of a Company.

4. Purchase of a Company.

5. Sale of Property.

6. Sale of Villas.

7. Sale of Property.

8. Sale of a Trading Company.

9. Sale of a Company.

10. Purchase of a Company.

11. Sale of a Company.

12. Purchase of a Company.

Third: the provision of paragraphs (b, c) of Item (1) of Article (8-5) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments (aforementioned)

It was proven to the CMA conclusively that the results of the Board of Directors meeting dated 11/08/2019 were not disclosed.

Fourth: the provision of Item (5) of Article (3-7) of the same Module:

Furthermore, Article (7-2), and Items No. (1, 2, 3, and 6) of Article (7-3) aforesaid.

It was proven to the CMA that the accounting treatment was not used in accordance with international accounting standards, for each of the previously mentioned transactions.

Fifth: Each of:

1. Vice Chairman of the Board of Directors of Al Bareeq Holding Company – for violating the provisions of Article (6-1) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments (aforementioned).

It was proven to the CMA conclusively that he was not able to understand and analyze the risks facing the Company by obtaining the necessary risk reports, due to the Risk Committee's failure to perform its role in preparing the technical studies necessary to recognize and analyze the nature and extent of the risks involved in the aforementioned transactions.

2. Member of the Board of Directors of Al Bareeq Holding Company, for violating the following:

1) The provisions of Articles (3-1), Item (3) of Article (3-7), Article (7-2), Items (1, 2, 3, and 6) of Article (7-3) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 (mentioned above).

2) The provision of Article (6-1) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments (aforementioned).

3) The provisions of Paragraphs (b and c) of Item (1) of Article (8-5) of the same Module (aforementioned).

4) The provisions of Item (5) of Article (3-7) of the same Module, and Article (7-2) and Item (1, 2, 3, and 6) of Article (7-3) of the same Module (aforementioned).

The following was conclusively proven to the CMA:

i. The Board of Directors' failure to ensure that the parties buying the company's assets have paid for those assets, as the sales contracts did not specify the method of payment or late payment penalties, particularly that none of the sold assets received cash therefrom, but were recorded as debit balances due from the buying parties for the aforementioned transactions.

ii. The Board of Directors' negligence and squandering of one of the Company's most important assets by transferring a cash amount of KWD 9.05 million without conducting any transaction or deal with the aforementioned person and without a clear reason.

2. The Board of Directors' failure to approve the aforementioned transactions.

3. The acquisition of two companies without ensuring that these companies and their subsidiaries had title deeds for the real estate assets registered in their records.

4. The approval of the acquisition of two companies prior to the date of their incorporation.

5. Acquisition of a company for KWD 15.1 million, an inflated value of KWD 3.7 million.

Second: The provision of Article (6-1) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments (aforementioned).

It was proven to the CMA conclusively that he was not able to understand the risks facing the Company by obtaining the necessary risk reports due to the failure of the Risk Committee to perform its role in preparing the technical studies necessary to recognize and analyze the nature and extent of risks arising from transactions.

Third: The provisions of paragraphs (b) and (c) of Item (1) of Article (8-5) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments, previously mentioned.

The failure to disclose the results of the Board of Directors' meeting dated 11/8/2019 was conclusively proven to the CMA.

Fourth: The provision of Item (5) of Article (3-7) of the same Module:

In addition to Article (7-2), and Items No. (1, 2, 3, and 6) of Article (7-3) aforesaid.

It was proven to the CMA that the accounting treatment was not used in accordance with international accounting standards for each of the transactions.

Sixth: Chairman of Board of Directors of Al Bareeq Holding Company (Formerly):

For violating the provisions of Articles (3-1), Item (3) of Article (3-7), Article (7-2), Items (1, 2, 3, and 6) of Article (7-3) of Module Fifteen (Corporate Governance), and Item No. (3) of Article (3-5) of Module Fourteen (Market Conduct) of the Executive Bylaws of Law No. 7 of 2010 (mentioned above).

It was proven to the CMA that in his capacity as the main owner and former Chairman of the Board of Directors of Al Bareeq Holding Company, he manipulated and squandered Al Bareeq Holding Company's high-quality and income-generating assets, valued at approximately KWD 34.4 million.

This was achieved through numerous transactions, in agreement with related parties, through the following financial transactions:

1. At the time of the violation, he, as the owner of approximately 99% of Al Bareeq Holding Company, transferred his ownership of shares in Al Bareeq Holding Company to other parties—or parties related to him— in exchange for acquiring the Company's high-quality core assets during the period from 8/12/2018 to 23/2/2020. He did not provide any information about the share value or the transfer transactions upon completion of the transfer of ownership, as transactions were outside the scope of supervision of Boursa Kuwait Securities Exchange and the Capital Markets Authority.

This was undertaken by registering Al Bareeq Holding Company shares in the name of his subsidiaries, and then transferring the ownership of these companies to related parties.

The Company's main assets, valued at KWD 34.4 million, were transferred within a very short period of time from the date of the transfer of ownership to the new owners. This indicates coordination and agreement between him and the related parties with the Company’s new owners. It was revealed that the benefit of these new owners ownership of Al Bareeq Holding Company was the price of transferring the Company's main assets to the previous owners.

Based on the table above, the transfer of each share of ownership to the new owners only occurs after the Company has excluded a number of key assets.

- An agreement was reached with the new owners and Board Members to transfer most of the Company's high-quality and income-generating main assets, valued at approximately KWD 34.4 million, to related parties that are:

1. Abdullah Mohammad Salem Al-Abduljader.
2. Abdulwahab Asaad Al-Sanad.
3. Sami Mohammad Khuraisan.
4. Shaikha Bader Al-Lingawi.

Without payment of the above-mentioned parties of a fair amount for the Company, which led to transferring Al Bareeq Holding Company to a devoid company of its most important assets, and its containing of debit balances due from these parties amounting to approximately KWD 39.5 million.

To compensate these excluded major assets and settle the debit balances resulting from the non-payment of these parties, the Company cooperated with a group of related parties, namely:

1. Shaikha Al-Lingawi (purchased substantial assets with high asset quality from Al Bareeq Holding Company (Villas in Al-Khobar in the Kingdom of Saudi Arabia and Lands in Dubai in the United Arab Emirates) without paying cash for purchasing these assets, which resulted in debit balances due to the purchasing party. She also sold weak, non-income-generating, and low-quality assets to Al Bareeq Holding Company (Qimam Regional General Trading Company and Qimam Arab General Trading Company).

2. Ahmad Bayomi Abdulfatah (Chairman of the Board of Directors of Fiduciary Soft Information Systems Company, which owns a 29.5% share in Al Bareeq Holding Company).

3. Yara Jbaili (Sold assets to Al Bareeq Holding Company that do not meet the requirements for recognition as assets or were of low quality. She also settled an outstanding debt amounting to approximately KWD 13.3 million resulting from the purchase of the aforementioned of Tadawul International Company from Al Bareeq Holding Company).

By introducing low-quality assets into Al Bareeq Holding Company, which contained flaws in its ownership documents.

After Al Bareeq Holding Company was exposed of its main assets and replaced  them with non-income-generating and low-quality assets, the new owners liquidated their ownerships in the Company and sold them on the Exchange, after deceiving Exchange traders that the Company was still maintaining the value of its assets.

It is worth considering that it has not been proven how the new owners acquired their ownerships in the Company, or the amount they paid in this regard. This resulted in their achievement of enormous personal profits from the liquidation of these ownerships at the expense of the securities exchange traders who were misled by assets included in the financial statements that did not meet the requirements for recognition as Company assets, which resulted in the provision of misleading and inaccurate data or information, that, in nature, affects the Company's share price and trading during that period.

Seventh:

First: In his capacity as Vice Chairman of the Board of Directors of Al Bareeq Holding Company (Formerly), he violated the following:

2. Provisions of Item (3) of Article (3-5) of Module Fourteen (Market Conduct) of the Executive Bylaws of Law No. 7 of 2010 and their amendments (aforementioned).

3. Provisions of Article (3-1), Item (3) of Article (3-7), Article (7-2), and Items (1, 2, 3, and 6) of Article (7-3) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments (aforementioned).

It was proven to the CMA that he had manipulated and disposed of Al-Bareeq Holding Company's high-quality and income-generating assets, valued at KWD 34.4 million, and replaced them with low-quality and non-income-generating assets. This has misled traders on Boursa Kuwait Securities Exchange and directly impacted the price and trading volume of Al Bareeq Holding Company shares, being a party to the transaction of excluding Al Bareeq Holding Company's major high-quality assets, in agreement with the principal owner of Al Bareeq Holding Company, which are as follows:

1. Receiving cash transfers from Al Bareeq Holding Company during the period from 12/12/2019 to 24/12/2019, amounting to KWD 9.05 million, without conducting any transactions or dealings between him and Al Bareeq Holding Company. This constitutes a clear misuse and manipulation of the assets of a listed company, which is Al-Bareeq Holding Company.

2. On 12/2/2020, he purchased a trading company from Al Bareeq Holding Company for KWD 14.3 million. The sold company is a high-quality asset for (Bareeq), as it contains shares listed on Boursa Kuwait Securities Exchange. He disposed of this asset without collecting any cash for the sale, which resulted in debit balances to the Company by the purchasing party for the transaction that valued KWD 14.3 million, despite the fact that the sale price is not equal to the fair value of the sold company's assets, which amounted to KWD 10.2 million as on 31/12/2019.

In addition, there are agreements and relationships between him and the parties involved in the sale and purchase transactions of Al Bareeq Holding Company's assets.

Second: In his capacity as Director of the Risk Committee of Al Bareeq Holding Company (Formerly):

He violated the provisions of Item (8) of Article (6-5) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:

It was proven to the CMA conclusively that, in his capacity as Chairman of the Risk Committee of Al Bareeq Holding Company from the beginning of 2019 until July 16, 2019, he failed to exercise due diligence in the risk assessment of the sale transaction of Al-Rai Real Estate Complexes Company – an income-generating asset – by preparing the necessary technical studies to recognize and analyze the nature and extent of the risks.

Eighth: Abdullah Mohammad Al-Abduljader:

For violating the provision of Item (3) of Article (3-5) of Module Fourteen (Market Conduct) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:

It was proven to the CMA conclusively that he entered into collusion and agreement with the former main owner of Al Bareeq Holding Company and his son to benefit from the transfer of the Company's core assets, being the counterparty to a sale transaction of one of Al-Bareeq Holding Company's assets, as on 24/10/2019, a contract was signed to purchase a company from Al Bareeq Holding Company without paying for the sale of this asset. This resulted in the company's debit balances due to the purchasing party for the transaction value of KWD 12.51 million. He subsequently transferred this core asset on the date of the deal to its main owner and his son, according to the data of the Chamber of Commerce and Industry. This played a role in misleading traders on Boursa Kuwait Securities Exchange into purchasing shares of a listed company (Al Bareeq Holding Company) after it was deprived of its high-quality and income-generating core assets in a value of KWD 34.4 million, and replaced them with assets included in the financial statements which do not meet the requirements for recognition as company’s assets or were of low quality and non-income-generating. This resulted in the provision of misleading and incorrect data or information that naturally affected the Company's share price and trading during that period.

Ninth: Sami Mohammad Khuraisan:

For violating the provisions of Item (3) of Article (3-5) of Module Fourteen (Market Conduct) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:

It was proven to the CMA conclusively that he entered into collusion and agreement with the former main owner of Al Bareeq Holding Company and his son regarding the transactions of selling Al Bareeq Holding Company's assets. This misled traders on Boursa Kuwait Securities Exchange to purchase shares of a listed company (Al Bareeq Holding Company) after disposing of its main, high-quality, and income-generating assets, valued at KWD 34.4 million, and replacing them with assets that do not meet the requirements for recognition as the company’s assets, or are of low quality and non-income-generating assets, considering him the "buyer" to whom a share of Al Bareeq Holding Company's high-quality ownership was transferred through a transaction to sell vacant land on 7/11/2019, for a value of KWD 2.55 million. It should be noted that the book value of these lands amounts to KWD 2.1 million without him paying any amounts for the sale of this asset, which resulted in the Company’s debit balances from the purchasing party at the value of the aforementioned transaction, and resulted in Al Bareeq Holding Company settlement of the debit balances by introducing non-income-generating assets of low quality. In addition, he held the position of Chairman of the Board of Directors of White Snow Holding Company, which acquired a 19.6% share in Al Bareeq Holding Company on 23/2/2020 and benefited from the profit of KWD 324 thousand dinars resulting from the process of liquidating his ownership of 6,239,699 shares in Al Bareeq Holding Company to traders in Boursa Kuwait Securities Exchange after misleading them on the Company’s financial position, which resulted in providing misleading and incorrect data or information that naturally affected the Company’s share price and trading during that period.

Tenth: Tasneem Abdulatheem Marafi:

For violating the provisions of Item (3) of Article (3-5) of Module Fourteen (Market Conduct) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:

It was proven to the CMA conclusively that she entered into collusion and agreement with the former main owner of Al Bareeq Holding Company and his son, Abdulwahab Asaad Al-Sanad, to mislead traders on Boursa Kuwait Securities Exchange to purchase shares of a listed company (Al Bareeq Holding Company) after disposing its main, high-quality, and income-generating assets, valued at KWD 34.4 million, and replacing them with assets that do not meet the requirements for recognition as company’s assets or are of low quality and non-income-generating, with regard to the sale and purchase transactions of Al Bareeq Holding Company's assets.

She paid KWD 425 thousand on his behalf, owed to him for purchasing one of the main assets of Al Bareeq Holding Company (a trading company). She also served as the Chairman of the Board of Directors of a company, which owns 25% of Al Bareeq Holding Company. She liquidated her ownership of 108,790,000 shares in Al Bareeq Holding Company to traders on Boursa Kuwait Securities Exchange after misleading them about the Company's financial position and its profit of KWD 5.98 million. This resulted in providing misleading and incorrect data or information that naturally affected the Company's share price and trading during that period.

Eleventh: Shaikha Bader Al-Lingawi:

For violating the provisions of Item (3) of Article (3-5) of Module Fourteen (Market Conduct) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:

It was proven to the CMA conclusively that she entered into collusion and agreement with the former main owner of Al Bareeq Holding Company and his son to mislead traders on Boursa Kuwait Securities Exchange to purchase shares of a listed company (Al Bareeq Holding Company) after disposing its main, high-quality, and income-generating assets and replacing them with assets that do not meet the requirements for recognition as company’s assets or are of low-quality and non-income-generating assets included in the financial statements. This resulted in the provision of misleading and incorrect data or information that naturally affected the Company's share price and trading during that period.

This was accomplished by purchasing substantial assets from Al Bareeq Holding Company, represented by the following:

i. On 1/12/ 2019, a contract was signed for the sale of (2) villas located in the Kingdom of Saudi Arabia for a value of 85,000 Kuwaiti Dinars, provided that the book value of these lands was 75,000 Kuwaiti Dinars.

ii. On 24/12/ 2019, a contract was signed for the sale of land in the United Arab Emirates for a value of 950,000 Kuwaiti Dinars, provided that the book value of these lands was 825,000 Kuwaiti Dinars.

Without paying for the purchase of these assets, which resulted in debit balances to the Company by the purchasing party. She also sold low-quality and non-income-generating assets to Al Bareeq Holding Company (a company on 27/11/ 2019, and a company on 30/12/2019). In addition, she settled outstanding balances of KWD 9.05 million that were transferred to her from Al Bareeq Holding Company, and settled the balance due by Abdullah Mohammad Al-Abduljader, and Sami Mohammad Khuraisan, resulting from their contracts to purchase high-quality assets from Al Bareeq Holding Company, which misled traders on Boursa Kuwait Securities Exchange.

Twelfth: Yara Jbaili:

For violating the provisions of Item (3) of Article (3-5) of Module Fourteen (Market Conduct) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:

It was proven to the CMA conclusively that she entered into collusion and agreement with the former main owner of Al Bareeq Holding Company and his son, as a party to the sale of assets to Al Bareeq Holding Company (a company on 22/9/2021) that did not meet the necessary requirements for recognition as assets or were of low quality. In addition, she settled a debt of approximately KWD 13.3 million resulting from the purchase of a trading company, which played a role in misleading traders on Boursa Kuwait Securities Exchange into purchasing shares of a listed company (Al Bareeq Holding Company) after discharging its main, high-quality and income-generating assets and replacing them with assets that do not meet the necessary requirements included in the financial statements. This resulted in providing misleading and incorrect data or information that naturally affect the Company's share price and trading during that period.

Thirteenth: Ahmad Abdulfatah Bayomi Bader:

For violating the provisions of Item (3) of Article (3-5) of Module Fourteen (Market Conduct) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:

It was proven to the CMA conclusively that he entered into collusion and agreement with the former main owner of Al Bareeq Holding Company and his son through his ownership of a 50% stake in a company that owns a 29.5% stake in Al Bareeq Holding Company through its ownership in a company. This was achieved by liquidating his ownership of 129,037,500 shares in Al Bareeq Holding Company to traders on Boursa Kuwait Securities Exchange, and achieving a profit of 6.58 million Kuwaiti dinars after misleading them about the Company's financial position, and clearing out its main, high-quality, and income-generating assets and replacing them with assets that do not meet the requirements for recognition as company assets or were of low quality included in the financial statements. This resulted in the provision of misleading and incorrect data or information that naturally affected the Company's share price and trading during that period.

The report of Disclosure Department revealed that Al Bareeq Holding Company and other related parties did not comply with the provisions of Module Ten (Disclosure and Transparency), as they did not disclose a number of material information to Boursa Kuwait Securities Exchange, as follows:

1. Signing a contract to sell vacant lands in Yemen for KWD 2.55 million, representing approximately 6% of the Company's total assets as on 30/9/2019.

2. The Company made significant cash transfers amounting to KWD 9.05 million, representing approximately 22% of the Company's total assets as on 30/9/2019.

3. The Board of Directors meeting held on August 11, 2019, approving the purchase of each of a company for KWD 11.7 million and a company for KWD 13.6 million.

This constitutes a suspicion that the Company violates the provisions of Article (1-4) "Definition of Material Information" of Chapter Four of Module Ten of the Executive Bylaws of Law No. 7 of 2010 Establishing the Capital Markets Authority and Regulating Securities Activities and their amendments.

The Resolution included the infliction of the following penalty: -

" Levying a fine in an amount of KWD 50,000 (fifty thousand Dinars) on each of the following for the violations attributed to them:

1. Al Bareeq Holding Company.
2. Chairman of the Board of Directors of Al Bareeq Holding Company.
3.  Vice Chairman of the Board of Directors of Al Bareeq Holding Company (Formerly).
4. Member of the Board of Directors of Al Bareeq Holding Company (Formerly).
5. Member of the Board of Directors of Al Bareeq Holding Company (Formerly).
6. Vice Chairman of the Board of Directors of Al Bareeq Holding Company.
7. Member of the Board of Directors of Al Bareeq Holding Company.
8. Chairman of the Board of Directors of Al Bareeq Holding Company.
9. Vice Chairman of the Board of Directors of Al Bareeq Holding Company and Chairman of the Compliance Committee (Formerly).
10.  Abdullah Mohammad Al-Abduljader.
11. Sami Mohammad Khuraisan.
12. Tasneem Abdulatheem Marafi.
13.  Shaikha Bader Al-Lingawi.
14.  Yara Jbaili.
15. Ahmad Abdulfatah Bayomi Bader.”

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.