Title: Announcement regarding issuance of Disciplinary Board Resolution No. (15/2024) Disciplinary Board - (147/2023) Authority and imposition of a warning against: 1- Kuwait & Gulf Link Transport Company (KGL), 2- Chairman of the Board of Directors, Vice Chairman of the Board of Directors, and a total of three Members of the Board of Directors, 3- The Company’s Chief Executive Officer for Financial Affairs, 4- The Company’s Chief Executive Officer for Risk Management and Compliance for Violating the Listing Rules and Corporate Governance.

Announcement regarding issuance of Disciplinary Board Resolution No. (15/2024) Disciplinary Board - (147/2023) Authority and imposition of a warning against: 1- Kuwait & Gulf Link Transport Company (KGL), 2- Chairman of the Board of Directors, Vice Chairman of the Board of Directors, and a total of three  Members of the Board of Directors, 3- The Company’s Chief Executive Officer for Financial Affairs, 4- The Company’s Chief Executive Officer for Risk Management and Compliance for Violating the Listing Rules and Corporate Governance.

For the following reasons:
First: Kuwait & Gulf Link Transport Company (KGL) violated the provision of Article (1-14) of Module Twelve (Listing Rules) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:

It was proven to the CMA through reviewing the financial statements of Kuwait & Gulf Link Transport Company (KGL) for the year that ended on 31/12/2022 that the company failed to comply with the International Financial Reporting Standards (IFRS) and the International Accounting Standards. This is due to the company’s failure to comply with Paragraph “A41” of the International Accounting Standard “IAS 28 Investments in Associates and Joint Ventures”, as it did not conduct a value reduction test for the publicity of investment in KGL Logistics Company in accordance with the standard requirements despite the existence of a reduction indicator.

Second: The Board of Kuwait & Gulf Link Transport Company (KGL):
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.

Due to their violation of the provision of Item (5) of Article (3-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:

It was proven to the CMA through reviewing the financial statements of Kuwait & Gulf Link Transport Company (KGL) for the year that ended on 31/12/2022 that the Members of the Board of Directors of Kuwait & Gulf Link Transport Company (KGL) failed to ensure accuracy and validity of the data and information to be disclosed due to the Company’s failure to comply with Paragraph (A41) of the International Accounting Standard (IAS 28 Investments in Associates and Joint Ventures), as it did not conduct a value reduction test for the publicity of investment in a company in accordance with the standard requirements despite the existence of a reduction indicator.

Third: The Executive management of Kuwait & Gulf Link Transport Company (KGL):
1. Chief Executive Officer for Financial Affairs
2. Chief Executive Officer for Risk Management and Compliance

They violated the following provisions:
1) Provision of Item (4) of Article (3-10) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:
2) Provision of Article (5-2) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments:

It was proven to the CMA through reviewing the financial statements of Kuwait & Gulf Link Transport Company (KGL) for the year that ended on 31/12/2022 that members of the executive management failed to comply with the role assigned to them with regards to the Company’s obligation to comply with the International Financial Reporting Standards (IFRS) and the International Accounting Standards, in particular its non-compliance with Paragraph (A41) of the International Accounting Standard (IAS 28 Investments in Associates and Joint Ventures), as it did not conduct a value reduction test for the publicity of investment in a company in accordance with the standard requirements despite the existence of a reduction indicator.

The Resolution included the infliction of the following penalty: -
"Levying a warning against each of Kuwait & Gulf Link Transport Company (KGL), Members of the Company’s Board of Directors, Chief Executive Officer for Financial Affairs, and Chief Executive Officer for Risk Management and Compliance previously mentioned for the attributed violations and considering them non-repetition in the future.”

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.