Title: Announcement regarding issuance of Disciplinary Board Resolution No. (26/2022 Disciplinary Board) (124-126/2021 Authority) and imposition of a fine against each of: First: - National Shooting Company (Shooting), Second: - 1. Saleh Adel Al-Saleh – Chairman of the Board of Directors of National Shooting Company (Shooting), 2. Fahad Sabah Al-Huwaidi – Vice Chairman of the Board of Directors of National Shooting Company (Shooting), 3. Abdullah Jassem Al-Shehab – Member of the Board of Directors of National Shooting Company (Shooting), 4. Abdulla Khalifa Al-Rabban – Member of the Board of Directors of National Shooting Company (Shooting), 5. Nawaf Khaled Ali Al-Meshri – Member of the Board of Directors of National Shooting Company (Shooting), Third: - 1) Mr. Ahmed Abdel Fattah Bayoumi Badr in his capacity as one of the owners of Fiduciary Soft Systems Company and Chairman of its Board of Directors, 2) Ms. Samah Abdullah Abu Al-Saud Abdul Wahed in her capacity as one of the owners of Fiduciary Soft Systems Company and Member of its Board of Directors for violating the rules of Dealing in Securities, Listing, Corporate Governance, and Market Conduct.

Announcement regarding issuance of Disciplinary Board Resolution No. (26/2022 Disciplinary Board) (124-126/2021 Authority) and imposition of a fine against each of:

First: - National Shooting Company (Shooting).

Second: -

1. Saleh Adel Al-Saleh – Chairman of the Board of Directors of National Shooting Company (Shooting).

2. Fahad Sabah Al-Huwaidi – Vice Chairman of the Board of Directors of National Shooting Company (Shooting).

3. Abdullah Jassem Al-Shehab – Member of the Board of Directors of National Shooting Company (Shooting).

4. Abdulla Khalifa Al-Rabban – Member of the Board of Directors of National Shooting Company (Shooting).

5. Nawaf Khaled Ali Al-Meshri – Member of the Board of Directors of National Shooting Company (Shooting).

Third: -

1) Mr. Ahmed Abdel Fattah Bayoumi Badr in his capacity as one of the owners of Fiduciary Soft Systems Company and Chairman of its Board of Directors.

2) Ms. Samah Abdullah Abu Al-Saud Abdul Wahed in her capacity as one of the owners of Fiduciary Soft Systems Company and Member of its Board of Directors.

for violating the rules of Dealing in Securities, Listing, Corporate Governance, and Market Conduct.

For the following reasons:

First: National Shooting Company (Shooting) violated the following:

1. Provision of Article (3) “valuation of foreign real estate” of Appendix (1) of Module Eleven “Dealing in Securities” of the Executive Bylaws of Law No. (7) of 2010 and their amendments:

The following was proven to the Authority in a strict manner:

The Company did not conduct a fair evaluation for investment real estate in Dubai in the United Arab Emirates of 41 apartments for the year that ended on 31/12/2020 recorded in a book value of 26,175,541 Emirati Dirhams, as well as unavailability of an ownership document of that investment real estate.

2. Provision of Article (1-13) of Module Twelve (Listing Rules) of the Executive Bylaws of Law No. (7) of 2010 and their amendments:

The Company violated the International Financial Reporting Standard “IFRS 9 – Financial Instruments” when classifying and measuring the financial assets. It was proven to the Authority in a strict manner that the Company did not conduct a fair evaluation on 31/12/2020 for the direct investment of the foreign unpriced preferred shares of the Company.

In addition, the Company did not comply with Paragraph (21) of the International Accounting Standard No. (10) “Events After Reporting Period”.

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

The Company is obligated to assign an independent expert concerning any transaction between the company and any party related to it if the value of the transaction equals 10% or more of the total assets of the company. It was proven to the Authority in a strict manner that the Company failed to comply with this article at the time of completing the first transaction on 23/05/2021 with a company (related party), as the value of the transaction (sale of a company) was 11.4 million KWD, which is equivalent to 29% of the Company’s total assets.

4. Provision of Item (5) of Article (6-3) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. (7) of 2010 and their amendments:

It was proven to the Authority in a strict manner that the Company did not take into consideration the risks of a company’s acquisition that it is obliged to offer a mandatory acquisition on a company’s shares.

5. Provision of Item (1) of Article (10-5) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. (7) of 2010 and their amendments:

It was proven to the Authority in a strict manner that an employee of interest in National Shooting Company (Shooting) that is (Mr. Ahmed Abdel Fattah Bayoumi Badr) had received an advantage from the first transaction previously mentioned through buying a stake of 60% of a company through a company in a value of 11.4 million KWD and reselling the same stake to a company in a value of 15.1 million KWD.

Furthermore, it was proven that the employee of an interest in National Shooting Company (Shooting) mentioned above had received an advantage from the second transaction. As the owner of Fiduciary Soft Systems Company, he sold a stake of 93% in Fiduciary Soft Systems Company in a value of 11.3 million KWD, even though the fair value of such stake equals 6 million KWD.

6. Provision of Articles (8-7) and (8-8) of the same Module:

It was proven to the Authority that the Company did not disclose its information or data on its website, as the latest information it published on its website is the disclosure published on 28/03/2019 regarding the financial statements of the year that ended on 31/12/2018 without providing the shareholders or the investors with any recent information or data concerning the Company’s activity or performance.

Second: Each of the following gentlemen:

1- Saleh Adel Al-Saleh – Chairman of the Board of Directors of National Shooting Company (Shooting).

2- Fahad Sabah Al-Huwaidi – Vice Chairman of the Board of Directors of National Shooting Company (Shooting).

3- Abdullah Jassem Al-Shehab – Member of the Board of Directors of National Shooting Company (Shooting).

4- Abdulla Khalifa Al-Rabban – Member of the Board of Directors of National Shooting Company (Shooting).

5- Nawaf Khaled Al-Meshri – Member of the Board of Directors of National Shooting Company (Shooting).

For violating the provisions of the following articles:

1) Item (4) of Article (3-10) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. (7) of 2010 and their amendments:

It was proven to the Authority in a strict manner that they did not set an integrated accounting system which keeps books, records and accounts that reflect in detail and accurately the financial statements and income accounts, which enable keeping the company’s assets and preparing financial statements in accordance with the international accounting standards approved by the Authority for the following reasons:

1. Failing to evaluate the investment real estate in Dubai in the United Arab Emirates of 41 apartments.

2. Failing to conduct a fair evaluation on 31/12/2020 for the direct investment of the foreign unpriced preferred shares of the Company.

2) Article (3-1) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. (7) of 2010 and their amendments:

It was proven to the Authority in a strict manner that the Company transferred the ownership of the most important asset of National Shooting Company (Shooting) represented by a real estate under development in Al-Reem Island in Abu Dhabi in United Arab Emirates in a book value of approximately 27.2 million KWD without conducting a fair evaluation to it in exchange for obtaining the shares of a company in a fair value of approximately 6 million KWD.

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

It was proven to the Authority in a strict manner that the Board of Directors of National Shooting Company (Shooting) did not perform the tasks assigned to it concerning approving the transactions conducted by the Company (the first transaction on 23/05/2021 and the second transaction on 31/05/2021). There was no evidence of the existence of the Board of Directors’ minutes of meeting regarding approving those transactions, but they were only approved by the Company’s legal representative without the consideration by the Board of Directors.

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

Safeguarding accuracy and validity of the data and information to be disclosed based on the reservations included in the report of the auditor for the period of December 31, 2020 and March 31, 2021, particularly in regards with preparation of real estate and securities evaluations.

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

It was proven to the Authority in a strict manner that the Company’s Board of Directors did not take into consideration the risks of acquiring Fiduciary Soft Systems Company that it is obliged to offer a mandatory acquisition on a company’s shares

Third: The violation of each of the following: -

1) Mr. Ahmed Abdel Fattah Bayoumi Badr in his capacity as one of the owners of Fiduciary Soft Systems Company and Chairman of its Board of Directors owning (50%), and as the investment manager of National Shooting Company (Shooting) that has an impact on a company for his being one of its founders pursuant to the Memorandum of Association dated 01/04/2021.

2) Ms. Samah Abdullah Abu Al-Saud Abdul Wahed in her capacity as one of the owners of Fiduciary Soft Systems Company and Member of its Board of Directors that has an impact on a company.

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

It was proven to the Authority in a strict manner that, for their being a company’s owners, gave misleading and incorrect information that may affect the prices of a company’s shares through concealing a debt in a value of 7 million KWD at the time of selling a company to a company.

The Resolution included the infliction of the following penalty: -

“First: National Shooting Company (Shooting) is fined an amount of ten thousand Dinars for the first violation, two thousand dinars for each of the second and sixth violations, twenty thousand dinars for each of the third and fifth violations, and five thousand dinars for the fourth violation.

Second: Each of the following gentlemen:

1- Saleh Adel Al-Saleh – Chairman of the Board of Directors of National Shooting Company (Shooting).

2- Fahad Sabah Al-Huwaidi – Vice Chairman of the Board of Directors of National Shooting Company (Shooting).

3- Abdullah Jassem Al-Shehab – Member of the Board of Directors of National Shooting Company (Shooting).

4- Abdulla Khalifa Al-Rabban – Member of the Board of Directors of National Shooting Company (Shooting).

5- Nawaf Khaled Al-Meshri – Member of the Board of Directors of National Shooting Company (Shooting).

Is fined an amount of two thousand dinars for the first violation, twenty thousand dinars for the second violation, ten thousand dinars for the third and fourth violations, and thirty thousand dinars for the fifth violation, and they shall be dismissed from the Board of Directors and prevented from practicing any of the licensed activities and registered positions and employment positions at the Capital Markets Authority for a period of three years from the issuance date of the Resolution.

Third: Each of the following: -

1- Mr. Ahmed Abdel Fattah Bayoumi Badr in his capacity as one of the owners of Fiduciary Soft Systems Company and Chairman of its Board of Directors.

2) Ms. Samah Abdullah Abu Al-Saud Abdul Wahed in her capacity as one of the owners of Fiduciary Soft Systems Company and Member of its Board of Directors.

Is fined an amount of fifty thousand dinars and prevented from practicing any of the licensed activities and registered positions and employment positions at the Capital Markets Authority for a period of three years from the issuance date of the Resolution.”

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 rules 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