Title: Announcement regarding issuance of Disciplinary Board Resolution No. (13/2025 Disciplinary Board) (10/2025 Authority) and imposition of a fine against: 1- Real Estate Trade Centers Company (Marakez), 2- Chairman of the Board of Directors, 3- Vice Chairman of the Board of Directors...

Announcement regarding issuance of Disciplinary Board Resolution No. (13/2025 Disciplinary Board) (10/2025 Authority) and imposition of a fine against: 1- Real Estate Trade Centers Company (Marakez), 2- Chairman of the Board of Directors, 3- Vice Chairman of the Board of Directors, 4- Board Member -Audit Committee Member, 5- Board Member -Audit Committee Member, 6- Board Member – Chairman of the Audit Committee, 7- Audit Committee Member (Resigned) 8- Audit Committee Member (Resigned) 9- Audit Committee Member (Resigned)  10- Audit Committee Member (Resigned), for violating the Rules of Corporate Governance

For the following reasons:
First: Real Estate Trade Centers Company (Marakez) violated the following:
1. The provision of Article (6-2) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 and their amendments. It was proven to the CMA that the Company sold the shares of Antaradus for Touristic Development Company without having any integrated studies to assess the feasibility of the sale on the Company's business efficiency and did not assess the risks that the Company may face as a result of undertaking the aforementioned transaction.

2. The provision of paragraph (h) of Item No. (4) of Article (9-9) 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 Real Estate Trade Centers Company (Marakez) did not present the resolutions issued by the Disciplinary Board of the Capital Markets Authority to the shareholders at the General Assembly meeting, as follows:

Second: Members of the Board of Directors of Real Estate Trade Centers Company (Marakez), their names are as follows:
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

It was proven that they violated the provision of Item (3) of Article (3-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 Regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and their amendments.

Third: The Executive management of Real Estate Trade Centers Company represented by the CEO of the Company violated the provision of Item (5) of Article (3-10) 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 Board of Directors and Executive Management of the Company did not  take any appropriate and suitable measures to manage the Company's resources in an optimal manner with regard to the equestrian resort and academy project, given that it is located on a land leased from the State for a period of (20) years, started in 2007 and will end in (2027). Despite the aforementioned, the real estate has been under development for (17) years without any revenues being collected from the usufruct right from that contract.

b. The Board of Directors and the Executive Management of the Company did not take any appropriate and suitable measures to manage the Company’s resources in an optimal manner. It became clear from examining the Company’s financial statements for the period that ended on 31/12/2023 that the Item of Investment Real Estates Outside the State of Kuwait consists of two real estates with a value of approximately (16,906,728 million Kuwaiti Dinars); however, the Company did not provide the inspection team with any authenticated legal documents officially certified by the Ministry of Foreign Affairs in the State of Kuwait to prove its ownership of the aforementioned assets, noting that the two aforementioned real estates represent (57%) of its total assets according to the financial statements for the period ending on 31/12/2023.

Fourth: Members of the Internal Audit Committee of Real Estate Trade Centers Company (Marakez), their names are as follows:
1. Chairman of the Audit Committee.
2. Member of the Audit Committee.
3. Member of the Audit Committee.
4. Member of the Audit Committee (Resigned).
5. Member of the Audit Committee (Resigned).
6. Member of the Audit Committee (Resigned).
7. Member of the Audit Committee (Resigned).

It was proven that they violated the provision of Item (11) of Article (5-7) of Module Fifteen (Corporate Governance) of the Executive Bylaws of Law No. 7 of 2010 Regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and their amendments, as it was proven to the CMA that the Audit Committee did not perform one of the tasks assigned to them in their aforementioned capacity, which is to review the resolutions of the Disciplinary Board of the Capital Markets Authority, in accordance with the minutes of the Audit Committee meeting, as follows:

The Resolution included the infliction of the following penalty: -
“First: Levying a fine on Real Estate Trade Centers Company (Marakez) in the amount of KWD 5,000 (five thousand Dinars) for the first violation, and the amount of KWD 2,000 (two thousand Dinars) for the second attributed violation.

Second: levying a fine on Chairman of the Board of Directors in the amount of KWD 3,000 (three thousand Dinars) for the first violation, and a warning for the second attributed violation with a directive to avoid repeating such violation in the future.

Third: levying a fine on each of:
1- Member of the Board of Directors of the Company in his capacity as CEO of the Company
2- Member of the Board of Directors in his capacity as chairman of the Audit Committee.
3- Member of the Board of Directors in his capacity as member of the Audit Committee.
4- Member of the Board of Directors in his capacity as member of the Audit Committee.
in the amount of KWD 5,000 (five thousand Dinars) on each one of them for the attributed violations due to correlation, and a warning for the second attributed violation as members of the Board of Directors.

Fourth: Levying a fine on each of the following:
1- Member of the Audit Committee of the Company (formerly).
2- Member of the Audit Committee of the Company (formerly).
3- Member of the Audit Committee of the Company (formerly).
4- Member of the Audit Committee of the Company (formerly).
in the amount of KWD 2,000 (two thousand Dinars) on each one of them for the 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.