Kuwait Court of Cassation principle number 1769

A shareholder, whether an individual or a company, in a shareholding company listed on the Kuwait Stock Exchange. The shareholder's obligation to notify the Exchange and the company's board of directors, by registered letter with acknowledgment of receipt, of every direct or indirect interest held in the company's shares whenever the shareholder's participation in its capital is 5% or more. Those companies must disclose the names of their shareholders whose participation in the capital reaches that percentage and every change thereto. Article (1), Law 2 of 1999(*). - The shareholder must give notification of an existing interest whenever it reaches 20% of the capital of any other entity or legal person whenever either owns shares in the company. Article 2/d, Law 2 of 1999. - Disclosure of interests. Its manner and determination of the time limits and means by which it is carried out. Left to the Kuwait Stock Exchange. The Exchange administration's obligation to establish a register containing the notifications it receives. The right of interested parties to inspect this register in accordance with the procedures and conditions specified by the Exchange. Article 3 of the aforementioned Law. - Failure to comply with disclosure of interests in accordance with Law No. 2 of 1999. Exclusion of the shares involved in the violation from the quorum necessary for the valid convening of the company's general assembly and from voting on the resolutions it adopts for two electoral terms. A mandatory sanction that must be imposed on the violator. Barring the violator or the violator's representative from standing for membership of the company's board of directors for two electoral terms. A discretionary sanction whose imposition is conceivable only in relation to a shareholder. - 339 - Obligation - Establishment that the company against which the challenged decision was issued does not own shares in the shareholding company listed on the Kuwait Stock Exchange. Its implication. It is not subject to Law 2 of 1999. The challenged judgment's conclusion annulling the decision issued against it excluding shares as being owned by it in the listed company, because the decision had no subject matter. Does not vitiate it. - The person obligated to disclose an interest within the meaning of Articles 1, 2 of Law No. 2 of 1999. What is meant thereby. The shareholder in a company listed on the Exchange whose participation therein reaches 5% or more of its capital. Its implication. The interest intended in paragraph (d) of Article (2) of this Law is the shareholder's interest. Obligations of the publisher: