Title: Announcement regarding issuance of Disciplinary Board Resolution No. (33/2024 Disciplinary Board) (23/2024 Authority) and imposition of a fine against each of: 1- Dar Al Thuraya Real Estate Company, 2- Chairman of the Board of Directors and Vice Chairman of the Board of Directors, 3- Members of the Board of Directors for violating the rules of Disclosure and Transparency and Corporate Governance

Announcement regarding issuance of Disciplinary Board Resolution No. (33/2024 Disciplinary Board) (23/2024 Authority) and imposition of a fine against each of: 1- Dar Al Thuraya Real Estate Company, 2- Chairman of the Board of Directors and Vice Chairman of the Board of Directors, 3- Members of the Board of Directors for violating the rules of Disclosure and Transparency and Corporate Governance.

For the following reasons:

First: Dar Al Thuraya Real Estate Company violated the provision of Article (1-3-3) 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’s Board of Directors has held several meetings during the trading hours.

Second: Members of the Board of Directors of Dar Al Thuraya Real Estate Company that are:

1. Chairman of the Board of Directors of Dar Al Thuraya Real Estate Company.
2. Vice Chairman of the Board of Directors of Dar Al Thuraya Real Estate Company.
3. Member of the Board of Directors of Dar Al Thuraya Real Estate Company.
4. Member of the Board of Directors of Dar Al Thuraya Real Estate Company.
5. Member of the Board of Directors of Dar Al Thuraya Real Estate Company.

They violated the following provisions:

1. Provision of Article (2-4) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:

Since Article (23) of the Company’s Articles of Association stipulates:

“If a Board Member fails to attend three consecutive meetings without an acceptable excuse, he may be considered resigned pursuant to a decision by the Board of directors.”

As the following was proven to the CMA:

1. The Company’s Board of Directors failed to take any decision regarding the resignation of the Company’s Board Member (independent) until the passing of about one and a half year from the date of submitting his resignation on 18/11/2019. The Board of Directors took the decision of considering his resignation on 19/4/2021.
2. The Company’s Board of Directors’ failure to discuss or take any procedure regarding the resigned member mentioned in the Item above despite his absence from a total of 7 consecutive meetings during 2020 and 3 consecutive meetings in 2021.

2. The provision of Item 1 of Article (5-8) 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 Audit Committee recommended the assignment of an external auditor to study the financial statements for the period that ended on 31/12/2021; however, the annual ordinary general assembly did not comply with this recommendation and assigned an external auditor on 14/4/2021 to study the financial statements for the period that ended on 31/12/2021 without the availability of a recommendation by the audit committee thereon, which proves the Board of Directors failure to comply with the proposal of assigning an external auditor.

The Resolution included the infliction of the following penalty: -

"First: Levying a fine against Dar Al Thuraya Real Estate Company in an amount of KWD 5000 (five thousand Dinars) for the attributed violation.

Second: Levying a fine against Members of the Board of Directors of Dar Al Thuraya Real Estate Company that are:

1. Chairman of the Board of Directors of Dar Al Thuraya Real Estate Company.
2. Vice Chairman of the Board of Directors of Dar Al Thuraya Real Estate Company.
3. Member of the Board of Directors of Dar Al Thuraya Real Estate Company.
4. Member of the Board of Directors of Dar Al Thuraya Real Estate Company.
5. Member of the Board of Directors of Dar Al Thuraya Real Estate Company

in an amount of KWD 3000 (three thousand Dinars) on each one of them for the first violation in its two parts and an amount of KWD 5000 (five thousand Dinars) on each of them for the second 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.