Khalaf Alshammri & Ali Alshammari v. Abdullah Alenezi et al.

CAS 2024/A/10826 Khalaf Alshammri & Ali Alshammari v. Abdullah Alenezi et al.

ARBITRAL AWARD delivered by the

COURT OF ARBITRATION FOR SPORT sitting in the following composition:

Sole Arbitrator: Mr Mario Vigna, Attorney-at-law in Rome, Italy

in the arbitration between

Khalaf Alshammri, Kuwait First Appellant

Ali Alshammari, Kuwait Second Appellant Both jointly represented by Mr Ralph Charbel, Attorney-at-Law in Beirut, Lebanon

and

Abdullah Alenezi, Kuwait First Respondent Not represented by an external counsel

Ahmad Alzaydi, Kuwait Second Respondent

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Abdullatif Khalaf Alshemmari, Kuwait Third Respondent Both jointly represented by Mr Ali Abbes and Mr Mohamed Rokbani, Attorneys-at-Law at Global Sport Consulting in Monastir, Tunisia

Mubarak Al Mutairi, Kuwait Fourth Respondent

Bandar Alzaydi, Kuwait Fifth Respondent

Mohamad Al Zafiri, Kuwait Sixth Respondent All jointly represented by Mr Nasr Eldin Azzam, Mr Hesham Eissa, Mr Abdelrahman Hashish and Ms Alyaa Saleh, Attorneys-at-Law at Sports Makers Law Firm in Cairo, Egypt

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TABLE OF CONTENTS

I. PARTIES ............................................................................................................................. 4

II. INTRODUCTION .................................................................................................................. 4

III. FACTUAL BACKGROUND .................................................................................................... 5

A. Facts related to the Al-Jahra Elections .................................................................................... 6 B. Facts related to the Al-Jamih Elections................................................................................. 10 C. Proceedings before the NSAT............................................................................................... 12

IV. PROCEEDINGS BEFORE THE COURT OF ARBITRATION FOR SPORT .................................... 15

V. SUBMISSIONS OF THE PARTIES ......................................................................................... 23

A. The Appellants ...................................................................................................................... 23 B. The First Respondent ............................................................................................................ 26 C. The Second and Third Respondents...................................................................................... 26 D. The Fourth, Fifth and Sixth Respondents ............................................................................. 29

VI. JURISDICTION ................................................................................................................... 30

VII. ADMISSIBILITY ................................................................................................................ 31

VIII. APPLICABLE LAW ............................................................................................................ 32

IX. PRELIMINARY ISSUES ....................................................................................................... 33 — A. The Second and Third Respondents’ request to admit the original minutes of the 12

December EC Meeting into the case file............................................................................... 33

B. The Parties’ request to suspend the present proceedings pending the outcome of criminal

proceedings in Kuwait .......................................................................................................... 34 C. Alleged irregularities during the NSAT proceedings............................................................ 35

X. MERITS ............................................................................................................................ 36

A. Standing of the Appellants in the present procedure............................................................. 37 B. Standing to be sued of non-Parties ........................................................................................ 40

XI. COSTS .............................................................................................................................. 43

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I. PARTIES

1. Mr Khalaf Alshammri1 (the “First Appellant”), a Kuwaiti citizen, claims to be acting in these proceedings as President of the board of directors (the “Board”) of Al Jahra Sports Club (the “Club”). The validity of the elections of the Board is disputed in these proceedings.

2. Mr Ali Alshammari (the “Second Appellant”), a Kuwaiti citizen, is a member – at times referred to as the Rapporteur/Secretary – of the Electoral Committee of the Club (the “Electoral Committee” or the “EC”).

3. Mr Abdullah Alenezi (the “First Respondent”), a Kuwaiti citizen, is the President of the Electoral Committee.

4. Mr Ahmad Alzaydi (the “Second Respondent”), a Kuwaiti citizen, acted as the President of the interim board of directors that was appointed during the Club’s Extraordinary General Assembly held on 20 November 2023 (the “20 November EGA”), whose validity is contested by the Appellants, to temporarily manage the Club’s affairs.

5. Mr Abdullatif Khalaf Alshemmari (the “Third Respondent”), a Kuwaiti citizen, is a member of the Electoral Committee.

6. Mr Mubarak Al Mutairi (the “Fourth Respondent”), Mr Bandar Alzaydi (the “Fifth Respondent”) and Mr Mohamad Al Zafiri (the “Sixth Respondent”) are Kuwaiti citizens and members of the General Assembly of the Club.

7. The First and Second Appellants are jointly referred to as the “Appellants”.

8. The First, Second, Third, Fourth, Fifth and Sixth Respondents are jointly referred to as the “Respondents”.

9. The Appellants and the Respondents shall together be referred to as the “Parties”.

II. INTRODUCTION

10. This case concerns two alleged and competing versions of the elections of the Club’s Board for the 2024–2028 term: according to the first, the “Al-Jahra” list was elected to the Board by acclamation on 13 February 2024 (the “Al-Jahra Elections”); according to the second, the “Al-Jamih” list, headed by the First Appellant, was elected to the Board by acclamation on 17 January 2024 (the “Al-Jamih Elections”). In this context: (i) The Second and Third Respondents support the events relating to the Al-Jahra Elections, whereas the Appellants, as well as the Fourth, Fifth, and Sixth

Some names of the relevant parties/witnesses/other individuals are mentioned or transliterated in documents with different English spelling, depending on the different correspondences in which they are cited (e.g. Mr Abdullah Alenezi/Mr Abdulah Khalaf Al-Anzi, Mr Ahmad Alzaydi/Mr Ahmed Farhan Matar Al-Thaidi). In the present award, for the sake of consistency, they are all mentioned in the same version, with the exception of quotes.

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Respondents contest their validity, along with the underlying process, asserting in particular that the 20 November EGA and the subsequent meeting of the Electoral Committee held on 12 December 2023 (the “12 December EC Meeting”) never took place and that the minutes documenting them are forged; (ii) The events relating to the Al-Jamih Elections are supported by the Appellants, but disputed by the Second and Third Respondents. The Fourth, Fifth, and Sixth Respondents – though recognising the underlying process – contest the validity of the Al-Jamih Elections on the basis that they were unfairly excluded from submitting their candidacies thereto.

11. Against this background, the present appeal has been lodged by the Appellants against the decision rendered by the National Sports Arbitral Tribunal of Kuwait (the “NSAT”) dated 19 August 2024 (the “Appealed Decision”). In the Appealed Decision, the NSAT upheld the validity of the Al-Jahra Elections, and in particular confirmed the validity of the 20 November EGA and the 12 December EC Meeting, which together constituted the procedural foundation of said elections.

III. FACTUAL BACKGROUND

12. The following is a summary of the relevant facts and allegations derived from the Parties’ written submissions, supporting documentation and pleadings adduced at the hearing. Additional facts and allegations found in the Parties’ written submissions and evidence may be set out, where appropriate, in connection with the legal discussion that follows. While the Sole Arbitrator has carefully reviewed all factual, legal and evidentiary submissions, he will refer in this Award only to those elements that are necessary to explain his reasoning.

13. On 12 January 2023, a General Assembly of the Club was held, during which a board of directors was elected for a four-year term to oversee the Club’s affairs.

14. On 4 September 2023, the NSAT issued a decision invalidating said General Assembly meeting and dissolving the board (the “Dissolved Board”), a decision subsequently confirmed by the Court of Arbitration for Sport (the “CAS”) in case CAS 2023/A/10065.

15. On 24 October 2023, the Kuwait Olympic Committee (the “KOC”) sent a circular letter to “all Sport Organizations” informing them of the decision issued by the NSAT on 4 September 2023 “requiring all sport organizations to cease engagement with the nullified BOD” (English translation of the Arabic original filed by the Second and Third Respondents).

16. Relatedly, on 12 December 2023, the Public Authority for Sports of Kuwait (the “PASK”) sent a letter to the “Director General of the General Administration for Enforcement of Judgments” instructing him to “cancel the signature approval” of the previous President of the board of directors and General Secretary of the Club.

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A. Facts related to the Al-Jahra Elections

17. On 12 November 2023, the Electoral Committee convened an Extraordinary General Assembly “in implementation of the ruling” issued by the NSAT on 4 September 2023 and its consequences.

18. The minutes of said meeting, inter alia, record that (in the English translation of the Arabic original filed by the Second and Third Respondents): (i) Only four of the five members of the Electoral Committee were present, and the minutes reflect their signatures accordingly – namely: - the First Respondent (President). - the Second Appellant (Rapporteur). - the Third Respondent (Member). - Mr Ibrahim Othman Al Shammari (“Mr Ibrahim Shammari” – Member). (ii) Mr Saleh Hindi Eid Al Ajmi (“Mr Saleh Ajmi”), Member of the Electoral Committee, was absent without excuse. (iii) The meeting had been previously announced through publications in daily newspapers on 9 November 2023. (iv) As the quorum required under the bylaws of the Club (the “Club Statutes”) was not achieved, the meeting was adjourned to 16 November 2023.

19. On 16 November 2023, the Electoral Committee convened another Extraordinary General Assembly, once again “in implementation of the ruling” of the NSAT of 4 September 2023.

20. The minutes of said meeting, inter alia, record that (in the English translation of the Arabic original filed by the Second and Third Respondents): (i) Only four of the five members of the Electoral Committee were present, and the minutes reflect their signatures accordingly – namely: - the First Respondent (President). - the Second Appellant (Rapporteur). - the Third Respondent (Member). - Mr Ibrahim Shammari (Member). (ii) Mr Saleh Ajmi, Member of the Electoral Committee, was absent without excuse. (iii) The meeting had been previously announced through publications in daily newspapers in the three preceding days; (iv) As the quorum required under the Club Statutes was not achieved, the meeting was further adjourned to 20 November 2023.

21. On 20 November 2023, the Electoral Committee allegedly convened the EGA at Al- Oustoura Hall in Al Jahra. The Appellants contest the occurrence. The minutes of the 20

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November EGA – whose validity is contested by the Appellants and the Fourth, Fifth and Sixth Respondents – record in particular the following (in the English translation of the Arabic original filed by the Second and Third Respondents): (i) Only four of the five members of the Electoral Committee were present, and the minutes reflect their signatures accordingly – namely: - the First Respondent (President). - the Second Appellant (Rapporteur). - the Third Respondent (Member). - Mr Ibrahim Shammari (Member). (ii) Mr Saleh Ajmi, Member of the Electoral Committee, was absent without excuse. (iii) The meeting had been previously announced through publications in daily newspapers in the three preceding days; (iv) The quorum was achieved with the presence of 605 members. (v) An interim board with the powers of the board of directors (the “Interim Board”) was appointed to manage the Club’s day-to-day affairs until such time as a permanent Board was formally elected. It was composed of five members of the Club’s General Assembly – namely: - The Second Respondent (President). - Mr Saud Atiyah Al Shammari (Vice President). - Dr Khaled Khlaif Samran Al Anezi (Secretary). - Mr Abdulaziz Owaid Al Anezi (Treasurer) - Mr Ali Ghadeer Al Shammari (Member) (vi) The newly elected Interim Board: - invited the Club’s General Assembly to convene an ordinary session (“Ordinary General Assembly”) to elect a new Board. - tasked the Electoral Committee with determining the date for the election of a new Board, announcing said date, convening the Ordinary General Assembly and overseeing all related procedures in accordance with the Club Statutes.

22. On the same day, the First Respondent, in his capacity as President of the Electoral Committee, sent a letter to the KOC informing it that the 20 November EGA had taken place and that the Interim Board comprising the abovementioned five members had been constituted to manage the Club’s affairs.

23. On 6 December 2023, the PASK sent a letter directed to the “Chairman of the Board of Directors of Al-Jahra Sports Club” stating in particular the following (in the English translation of the Arabic original filed by the Appellants):

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“Regarding your letter No. 22895 dated 05/12/2023 inquiring whether Mr. Abdullah Khalaf Al Anzi contacted the Public Authority for Sports about holding an Extraordinary General Assembly of Al-Jahra Sports Club on 20/11/2023. - We have not received any correspondence from Mr. Abdullah Khalaf Al Anzi on this matter up to this date.”

24. Per the summary of facts provided in the Appealed Decision, on 11 December 2023, the First Respondent, in his capacity as President of the Electoral Committee, executed the handover of the Club to the Second Respondent, the latter acting as President of the Interim Board.

25. On 12 December 2023, the Electoral Committee allegedly convened. The Appellants contest the occurrence. The minutes of the 12 December EC Meeting – whose validity is contested by the Appellants and the Fourth, Fifth and Sixth Respondents – record in particular the following (in the English translation of the Arabic original filed by the Second and Third Respondents): (i) Only four of the five members of the Electoral Committee were present, and the minutes reflect their signatures accordingly – namely: - the First Respondent (President). - the Second Appellant (Rapporteur). - the Third Respondent (Member). - Mr Ibrahim Shammari (Member). (ii) Mr Saleh Hindi Eid Al Ajmi (“Mr Saleh Ajmi”), Member of the Electoral Committee, was absent without excuse. (iii) The Electoral Committee reviewed the NSAT decision of 4 September 2023 and the minutes of the 20 November EGA, which recorded the decision to appoint the Interim Board. (iv) The Electoral Committee acknowledged the need to invite the General Assembly to convene for the election of a new Board for the 2024-2028 term and decided, pursuant to Article 12 of the Club Statutes, to seek assistance for the oversight and direction of all aspects of the electoral process by appointing a three-member body (the “Election Body”), composed of: - The Third Respondent, as Chairperson. - Mr Mishal Mutreb Shalah Al Hajri, as General Election Supervisor. - Mr Abdulaziz Ghanam Marijib Al Anezi, as a Member. (v) The Electoral Committee set the timeline for the elections in compliance with the Club Statutes, as follows: - The Ordinary General Assembly would take place on 15 February 2024. - The date and time of the Ordinary General Assembly would be published in a local newspaper for three consecutive days, from 28 to 30 December 2023.

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The Second and Third Respondents provided evidence of said publication in local newspapers. - The “nomination period” for the submission of candidacies for the position of member of the Board would be open from 30 December 2023 till the end of business hours on 8 January 2024. - The final deadline for “withdrawing nomination applications and resigning from the election” would be 13 February 2024.

26. On the same day, the PASK sent a letter to the “Director General of the General Administration for Enforcement of Judgements” requesting to “instruct the competent authority to cancel the signature approval” of the President and the General Secretary of the Dissolved Board.

27. On 20 December 2023, the First Respondent and the Second Appellant, on behalf of the Electoral Committee, sent a letter to the Director General of the PASK stating inter alia the following (in the English translation of the Arabic original filed by the Second and Third Respondents): “… we called for an extraordinary general assembly meeting and communicated with the Olympic Committee on 20/11/2023 regarding the constitution of a transitional committee. After a fruitful meeting with your esteemed person and the clarification of your legal perspective on the invitation to this extraordinary general assembly meeting, it became clear to us that we unintentionally misinterpreted Article 20 of the club’s articles of association. Since we officially took over the club through the court-appointed bailiff with a record of receipt on 11/12/2023, and in the spirit of goodwill and to confirm our cooperation, as well as to avoid any disputes or challenges to the procedures or elections. We hereby affirm that this extraordinary general assembly meeting is void and shall be deemed as if it never occurred.”

28. On 13 January 2024, Mr Ali Ghadeer Al Shammari sent a letter to the Electoral Committee announcing his resignation from the Interim Board. In his resignation letter, he stated the following (in the English translation of the Arabic original filed by the Appellants): “I would like to clarify that I did not attend any meeting of this committee, or the Extraordinary General Assembly meeting allegedly held on 20/11/2023. Therefore, I wish to state that I will not be held responsible legally from the date of submitting this resignation”.

29. On 13 February 2024, the Election Body convened to review the candidacy applications, noting that only one list comprising 11 members – the “Al-Jahra” list, presided over by Mr Youssef Kareem Al-Enezi – had been submitted. According to the minutes of said meeting (in the English translation of the Arabic original filed by the Second and Third Respondents) the Electoral Body “announced the uncontested victory” of the Al-Jahra List for the Board, specifying that the decision was made pursuant to “the approved club bylaws […] and the provisions of paragraph (A) of Article (35) regarding the case where

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the number of candidates equals the number of seats allocated for the Board membership – and after the nomination withdrawal period ended three days prior to the election date, with no candidates withdrawing their nominations”.

30. On 15 February 2024, the Electoral Committee convened an Ordinary General Assembly at the Club’s headquarters for the purpose of confirming and formally seating the members of the “Al-Jahra” list for the 2024-2028 term.

31. On 30 June 2024, Mr Ibrahim Shammari sent a letter to the Secretary of the Electoral Committee, namely the Second Appellant, expressing his intention to resign from the Electoral Committee. In his resignation letter, he stated (in the English translation of the Arabic original filed by the Appellants): “I was neither aware of nor attended any meeting of the Electoral Committee, particularly on the alleged date of 12/12/2023. I did not sign the minutes of meeting for that meeting, in which it was claimed that Mr. Abdul Latif Khalaf Al Shammari was granted the authority of the Chairman of the Electoral Committee.”

32. On 21 July 2024, the Electoral Committee convened to consider the resignation submitted by Mr Ibrahim Shammari. The minutes of said meeting, inter alia, recorded the following (in the English translation of the Arabic original filed by the Appellants): (i) Only two of the (remaining) four members of the Electoral Committee were present, and the minutes reflect their signatures accordingly – namely: - the First Respondent (President). - the Second Appellant (Rapporteur). (ii) The Third Respondent (Member) and Mr Saleh Ajmi (Member) were absent without excuse. (iii) The Electoral Committee accepted the resignation of Mr Ibrahim Shammari “based on his request and insistence”. (iv) It was decided that, as the First Respondent, the Second Appellant, and Mr Ibrahim Shammari had not been present at the alleged 12 December EC Meeting, they bore no responsibility for any matters arising from that meeting.

33. On the same day, following said meeting, the First Respondent, in his capacity as President of the Electoral Committee, sent a letter to the Director of PASK enclosing the minutes thereof.

B. Facts related to the Al-Jamih Elections

34. According to the Appellants and per the summary of events provided in the Appealed Decision, on 8 January 2024, the Electoral Committee issued a call for nominations for membership of the Board for the 2024–2028 term, indicating the following timeline: (i) The Ordinary General Assembly would take place on 17 February 2024. (ii) The nomination period would run from 8 to 17 January 2024.

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(iii) The final deadline for withdrawing nomination applications from the election was set for 7 February 2024.

35. On 17 January 2024: (i) The Fourth, Fifth and Sixth Respondents allegedly attempted to submit their candidatures for election to the Board, but the Electoral Committee rejected their applications. (ii) The Electoral Committee allegedly convened to review the candidacy applications, noting that only one list comprising 11 members – the “Al-Jamih” list headed by the First Appellant – had been submitted, and declaring it elected by acclamation. (iii) Following its meeting, the Electoral Committee sent separate letters to the President of the KOC and the Director General of the PASK informing them of the electoral process undertaken for the election of the Board and of the approval of the members of the “Al-Jamih” list.

36. On 8 February 2024, the Board, presided over by members of the Al-Jamih list, allegedly held a meeting.

37. According to the minutes filed by the Appellants, on 24 June 2024, an Ordinary General Assembly was held. Said minutes, inter alia, recorded the following (in the English translation of the Arabic original filed by the Appellants): (i) The First Appellant (presented as President of the new Board), and the Second Appellant (as Rapporteur of the Electoral Committee) were present, and the minutes reflect their signatures accordingly. (ii) The General Assembly resolved as follows: (a) As to the report for the financial year ending on 31 March 2024: - To hold the Dissolved Board (see supra at para. 14) responsible for several listed misdemeanours related to said financial year. - To authorise the Board “headed by Mr. Khalaf Faihan Al-Saho” (i.e. the Board elected through the Al-Jamih Elections and presided over by the First Appellant) to prepare the financial and administrative plan for the 2024-2025 fiscal year. (b) It approved the actions of the Electoral Committee in relation to all electoral procedures concerning the Al-Jamih Elections and the Al-Jamih list as the elected Board. (c) It invalidated the minutes of the 20 November EGA “due to its violation of the bylaws and the articles of association of Al-Jahra Sports Club”. (d) It decided to “cross out” seven individuals (including the Second, Fourth, Fifth and Sixth Respondents) for having committed acts against the interest of the Club or disrupting the work thereof, as described in the minutes.

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C. Proceedings before the NSAT

38. On 23 November 2023, Mr Hussein Alenezi (member of the Club) filed a request for arbitration before the NSAT under case No. 20231123001 against the First and Second Respondents in their capacity as, respectively, President of the Electoral Committee and President of the Interim Body, requesting the annulment of the 20 November EGA and all subsequent decisions.

39. On 28 February 2024, the Fourth, Fifth and Sixth Respondents filed a request for arbitration before the NSAT under case No. 20240228001 against all five members of the Electoral Committee – including the Second Appellant, the First Respondent and the Third Respondent – and the Director General of the PASK. In their request, they sought: (i) The annulment of the procedures relating to the call for Board elections and all consequential effects, including the nullity of the Al-Jamih Elections; and (ii) The annulment of all actions taken after the arbitral award of 4 September 2023, and in particular, the formation of the Interim Board and the legal effects stemming therefrom.

40. On 20 April 2024, the NSAT consolidated the two cases No. 20231123001 and No. 20240228001 and decided that a single decision would be issued in respect of both proceedings.

41. On 22 June 2024, outside the deadlines granted by the NSAT, the Second and Third Respondents filed a submission containing the minutes of the 12 December EC Meeting. The NSAT accepted the submission and closed the evidentiary phase on 23 June 2024. Thereafter, the Second Appellant requested that the proceedings be opened and filed an additional submission. However, the NSAT rejected the request and, accordingly, did not admit the additional submission. The Second Appellant argues that the NSAT violated his procedural rights (see infra at para. 103).

42. On 22 July 2024, the NSAT issued the operative part of the Appealed Decision, which reads as follows (boldface parts as appearing in the English translation of the Arabic original provided by the Appellants): “On the basis of the foregoing, based on the reasons and after consideration, the Chamber of Arbitration decides as follows: First. The Arbitration Chamber has no jurisdiction to hear any request addressed to the Sixth Respondent, the Director General of the Public Authority for Sports. Second. Accepting the request for arbitration in form. Third. Rejecting the request to annul the Extraordinary General Assembly that took place on 20/11/2023 for Al-Jahra Sports Club and the consequent decisions. Fourth. Charge each party with its fees and expenses. Fifth. Reject all other requests and defences.”

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43. On 28 July 2024, the NSAT issued the full text of the Appealed Decision prior to the signature of the President of the Board of Directors of the NSAT (the “NSAT Board”).

44. On 19 August 2024, the NSAT issued the final signed version of the Appealed Decision, accompanied by a supplementary award completing and elaborating on the earlier text. The signed decision and the supplementary award were notified to the concerned parties on 20 August 2024.

45. In the Appealed Decision (and its supplementary version), the NSAT inter alia found that (grammatical mistakes are part of the English translation of the Arabic original filed by the Appellants): (i) As to the facts of the dispute: (a) 11 December 2023: “100. On 11/12/2023, a receipt and handover of the club was made by Mr. Abdullah Khalaf Al-Anazi (Chairman of the Electoral Committee) to Mr. Ahmed Farhan Al-Thaidi (Chairman of the Interim Committee) and stated the following: ‘On Monday, 11/12/2023, based on judgment no: 4714/2023 issued by the court on 07/12/2023. In the presence of. 1- Mr. Abdullah Khalaf Al-Anazi, Chairman of the Electoral Committee. 2- Mr. Ahmed Farhan Al Thaidi, Chairman of the Interim Committee, and based on the execution report, Mr. Abdullah Khalaf handed the club to Mr. Ahmed Farhan Al Thaidi, Chairman of the Interim Committee formed based on the decision of the General Assembly on 20/11/2023’ The minutes were signed by both parties.2 [Footnote n. 2]: (Document submitted by the third defendant in the dispute No. 20240228001 Mr. Abdul Latif Khalaf Al-Shammari in his capacity as member of the electoral committee of Al Jahra Sports Club in his defence memorandum dated 2024/5/12)”. (b) Facts surrounding the Al-Jamih Elections: “105. In the same vein, on 08/01/2024, the Electoral Committee, which is not clear to us whether or not the powers of the committee in charge of managing the electoral process have been withdrawn on the one hand, and on the other hand its convening of an extraordinary general assembly to overturn its decisions in the extraordinary general assembly on 20/11/2023 and its decisions issued in its meeting on 12/12/2023 - announced the call for board of directors elections for the next cycle 2024/2028 ‘in implementation of the ruling issued by the Tribunal No. 20230117001, and has decided to hold the elections and call for an Ordinary General Assembly on Wednesday, 17/02/2024, provided that the nominations will be started on Monday, 08/01/2024 until Wednesday, 17/01/2024, provided that Wednesday, 07/02/2024 will be the deadline for submitting withdrawals, but on the same day that the nominations period has been closed on 17/01/2024 - that is, before even waiting for the grace period for submitting withdrawals, there were two letters addressed to the President of the Kuwait Olympic Committee and the Director General of the General Sports Tribunal stating that only one list consisting of (11) candidates applied for candidacy, which are the all’, therefore, their acclamation was approved

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as members of the Board of Directors of Al-Jahraa Club for the cycle 2024/2028”. (c) The Fourth, Fifth and Sixth Respondents’ attempt to present their candidatures in the Al-Jamih Elections: “106. The claimants in Dispute No. 20240228001 were with a group of candidates to run and register after they paid the fees and alleged that the members of the electoral committee unjustly prevented them from registering to run, so they went to the club headquarters on 17/02/2024 but were unable to do so, which prompted them to contact the operations of the Ministry of Interior and one of the officers went to the club headquarters at 6:25 p.m. and recorded in a report that the claimants were unable to run and that the committee rapporteur was present in his office and refused to register the them4. Not to mention that the electoral committee exercised actions that were not within their competencies, as they performed the competencies of the secretary and treasurer in the tasks of nominating candidates for membership of the club and the competencies of the treasurer in the matter of receiving nomination fees for membership, in violation of the articles of the club’s statutes”. (ii) The NSAT lacks jurisdiction ratione personae over the Director General of the PASK, as inter alia it is not among the “sports bodies” that are interested by Article 7 of the Procedural Rules of the NSAT (“NSAT Rules”) but, rather, it should be treated as an “administrative” body. (iii) As to the 20 November EGA and its effects: (a) Under Article 22 of the Club Statutes, there was no need for previous publication “in an accredited newspaper”; rather, announcement of the meeting through a “daily newspaper” is sufficient, as happened in the present case. (b) The 20 November EGA was validly held in compliance with Article 22 of the Club Statutes. (c) The 20 November EGA duly led to the formation of the Interim Body and to the 12 December EC Meeting. (iv) The 12 December EC Meeting was validly held in compliance with Article 12 of the Club Statutes

46. The supplementary award to the Appealed Decision contains, inter alia, the following (grammatical mistakes are part of the English translation of the Arabic original filed by the Appellants): “- A request was submitted on 28th February 2024 regarding suspending the adjudication of all disputes until the Public Prosecution decides on the complaint regarding the falsification of the Extraordinary General Assembly held on 20/11/2023. - On 15/05/2024, a request was submitted to oblige the respondent in dispute 20231123001 to provide a list of the names of those present at the General Assembly. […]

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16. First, concerning the request to suspend the adjudication of all disputes until the Public Prosecution decides on the complaint before it, the Arbitration Chamber has already considered its decision issued on 28/07/2024, in which it considered that the disputed procedures were in implementation of the arbitration award No. 20230117001, which is a final judgment enforceable once signed, despite the existence of an appeal before the CAS, as there is no reason to suspend its implementation. 17. Second, concerning the request to compel the Respondent in the dispute 20231123001 to provide a list of those present at the General Assembly, the Arbitration Chamber, having ruled on the validity of the said General Assembly. The Chamber saw no need to disclose the names of those present at the General Assembly and has already decided to dismiss this request under item 5 of its final award issued on 22/07/2024. […] Based on the above, the reasons, and after consideration, the Arbitration Chamber decided to dismiss all the claims submitted by the claimants on 07/08/2024, as the Chamber had already considered and decided on their merits.”

IV. PROCEEDINGS BEFORE THE COURT OF ARBITRATION FOR SPORT

47. On 22 August 2024, the Appellants filed a Statement of Appeal with the CAS against the Respondents with respect to the Appealed Decision, in accordance with Articles R47 and R48 of the Code of Sports-related Arbitration (2023 edition) (the “CAS Code”). In their Statement of Appeal, the Appellants requested a stay of the Appealed Decision (the “Request for Stay”), in accordance with Article R37 of the CAS Code.

48. On 27 August 2024, the CAS Court Office sent a letter to the NSAT pursuant to Article R41.3 of the CAS Code, enquiring whether it intended to participate in the present proceedings and pointing out that, in any case, it would receive a copy of the final award.

49. On 28 August 2024, the CAS Court Office received a communication from the First Respondent, in which he, inter alia: (i) indicated his agreement with the Appellants’ Request for Stay; and (ii) concurred with the Appellants’ allegation that the minutes of both the 20 November EGA and the 12 December EC Meeting are forged.

50. On 2 September 2024, the Second and Third Respondents sent a letter to the CAS Court Office, requesting: (i) that the Fourth, Fifth and Sixth Respondents be removed from the present proceedings on the basis that they “were claimants with the same interest and quality” as the Appellants who lost their appeal; (ii) that the proceedings be bifurcated and terminated on the ground that the Statement of Appeal was belatedly filed.

51. On 4 September 2024, the NSAT responded to the CAS Court Office’s enquiry, indicating that it had “no intention to participate as a party” in the present proceedings.

52. On 6 September 2024, the CAS Court Office invited the NSAT to inter alia clarify “which date shall be considered for the notification of the NSAT Arbitral Award, and

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consequently, for the determination of the time limit to Appeal with the CAS” and “when the NSAT award was officially notified to Mr Khalaf Alshammri and Mr Ali Alshammari”.

53. On the same day, the CAS Court Office sent a letter to the Parties, in which, inter alia: (i) It noted the comments of the Second and Third Respondents as to the standing of the Fourth, Fifth and Sixth Respondents, who “have also not opposed to the Request for a Stay submitted by the Appellants, which, indeed, is something quite strange from a respondent in a CAS procedure”. (ii) It invited the Appellants to clarify “the capacity, standing, role, and precisely what is being sought” against the Fourth, Fifth and Sixth Respondents in the present proceedings. (iii) It pointed out that the Division President reserved the right to disregard the Fourth, Fifth and Sixth Respondents’ agreement with the Appellants’ Request for Stay “if she will reach the conclusion, prima facie, that they lack standing to be sued and instead have rather standing to sue, or at least hold interests aligned with those of the Appellants”.

54. On 7 September 2024, the Second and Third Respondents sent a letter to the CAS Court Office, alleging that the signature appearing on the First Respondent’s letter of 28 August 2024 was “clearly different from his signature in the power of attorney provided un [sic] the challenged procedure before NSAT […] and his signature affixed in the letter sent by the same person Abdullah Alenezi to general director of the public authority for sport”.

55. On 10 September 2024, the Appellants sent a letter to the CAS Court Office, inter alia, pointing out that the Fourth, Fifth and Sixth Respondents: (i) Were claimants in the proceedings before the NSAT and, per the CAS Commentary, the appellant in CAS proceedings “will generally name the counterparty in the first-instance proceedings as respondent”. (ii) Do not hold interests aligned with those of the Appellants, as they are seeking the annulment of the Al Jamih Elections, which the Appellants consider valid.

56. On the same day, the CAS Court Office invited: (i) the Appellants to comment on the matters raised in the Second and Third Respondents’ letter of 7 September 2024; and (ii) the Respondents to submit their comments on the Appellants’ clarifications provided in their letter of 10 September 2024.

57. On the same day, the Appellants submitted their comments on the matters raised in the Second and Third Respondents’ letter of 7 September 2024. They pointed out that they had no information “about the reason of the difference” between the signatures of the First Respondent on the documents on file.

58. On 11 September 2024, the Second and Third Respondents submitted their comments on the Appellants’ letter of 10 September 2024, contending inter alia that “the present appeal was submitted by parties who don’t have any standing to appeal the decision” and

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that the Appealed Decision had to be considered final as of its notification on 28 July 2024.

59. On 12 September 2024, the NSAT provided its response to the clarification sought by the CAS Court Office in its letter of 6 September 2024, as follows (emphasis in the original): “In response to your letter dated September 6, 2024, regarding the above-mentioned matter, please be advised that the NSAT Procedural Rules do not provide for any appeal procedures or deadlines, as NSAT does not have an internal appeals process. Any appeal of an NSAT award must be filed with the Court of Arbitration for Sport (CAS), and the procedures and timelines for such appeals are governed by the CAS Procedural Rules. For your reference, the following official notifications were issued to the parties in dispute No. (20231123001) and joinder No. (20240228001): 1. The first official notification of the operative part award was sent on July 22, 2024. 2. The second notification was sharing the arbitral award prior to the signature of the Chairman of the Board, sent on July 28, 2024. 3. The Third notification, relating to sharing the arbitral award and supplementary award executed by the Chairman, was sent on August 20, 2024. Please note that all three notifications are considered legal and official.”

60. On 15 September 2024, the Fourth, Fifth and Sixth Respondents filed a “Memorandum of response”.

61. On 17 September 2024, the CAS Court Office informed the Parties that the President of the CAS Appeals Arbitration Division had decided not to entertain the Second and Third Respondents’ request to terminate the present procedure based on the alleged inadmissibility of the appeal.

62. On 18 September 2024, the Second and Third Respondents submitted their comments on the Appellants’ Request for Stay.

63. On 18 October 2024, the Appellants filed their Appeal Brief, in accordance with Article R51 of the CAS Code.

64. On 6 November 2024, the Fourth, Fifth and Sixth Respondents filed their Answer in accordance with Article R55 of the CAS Code.

65. On 13 November 2024, the CAS Court Office informed the Parties that the Panel appointed to adjudicate the matter would consist of Dr Mohamed Abdel Raouf as Sole Arbitrator. In the same communication, the Parties were informed that the Appellants’ Request for Stay was referred to the appointed Sole Arbitrator.

66. On 21 November 2024, the CAS Court Office invited the Appellants to clarify whether they maintained their Request for Stay.

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67. On the same day, the Appellants confirmed that they maintained their Request for Stay and submitted two new exhibits concerning the alleged forgery of the minutes of the 20 November EGA attributed to the Second Respondent, pointing out that said documents were not available to the Appellants when the Appeal Brief was filed.

68. On 3 December 2024, the Second and Third Respondents provided their comments on the new exhibits filed by the Appellants, arguing inter alia that they were irrelevant to the case.

69. On 8 December 2024, the Fourth, Fifth and Sixth Respondents informed the CAS Court Office that they were now represented by new legal counsel.

70. On 9 December 2024, the Fourth, Fifth and Sixth Respondents provided their comments on the new exhibits filed by the Appellants.

71. On the same day, the Second and Third Respondents filed their Answer in accordance with Article R55 of the CAS Code.

72. On 14 January 2025, the CAS Court Office invited the Parties to inter alia indicate their preference as to whether they wished a hearing to be held or whether they preferred the Sole Arbitrator to issue an award based solely on the Parties’ written submissions. It also recorded the fact that the First Respondent had not filed any Answer within the applicable time limit and still appeared to be unrepresented in the proceedings.

73. On 21 January 2025, the Sole Arbitrator issued an Order dismissing the Appellants’ Request for Stay.

74. On 5 May 2025, the CAS Court Office informed the Parties that the Sole Arbitrator had decided to hold the hearing via videoconference on 30 June 2025.

75. On 6 May 2025, the CAS Court Office provided the Parties with an Order of Procedure, which was duly signed and returned by all Parties on 7 May 2025.

76. On 10 May 2025, the Second and Third Respondents challenged the appointment of Dr Mohamed Abdel Raouf as Sole Arbitrator, alleging the existence of a “close relationship and cooperation” between the Sole Arbitrator and Mr Nasr Eldin Azzam, counsel for the Fourth, Fifth and Sixth Respondents.

77. On 13 May 2025, Dr Mohamed Abdel Raouf, while reaffirming his independence and impartiality, decided to voluntarily step down as Sole Arbitrator.

78. On 16 June 2025, the CAS Court Office informed the Parties that the new Panel appointed to adjudicate the matter would consist of Mr Mario Vigna as Sole Arbitrator.

79. On 20 June 2025, the CAS Court Office informed the Parties that the hearing previously scheduled was vacated.

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80. On 4 September 2025, the CAS Court Office sent a communication to the Parties providing them with a new hearing schedule, which envisaged the proposed allotted time for the opening and closing statements as well as for hearing the witnesses announced by the Parties. The letter included a new Order of Procedure, which was duly signed and returned by the Appellants, the Second and Third Respondents, and the Fourth, Fifth and Sixth Respondents on 5, 7 and 10 September 2025, respectively.

81. On 7 September 2025, the Second and Third Respondents submitted their comments on the hearing schedule, requesting to “be permitted to present their oral submissions last”.

82. On 11 September 2025, on behalf of the Sole Arbitrator, the Second and Third Respondents were invited to produce the English translation of one of their Exhibits.

83. On 12 September 2025, the Second and Third Respondents filed the requested translation.

84. On 15 September 2025, the Appellants and the Fourth, Fifth and Sixth Respondents sent separate letters to the CAS Court Office objecting to the Second and Third Respondents’ request to be heard last at the hearing.

85. On 16 September 2025, before the hearing, the CAS Court Office informed the Parties that the decision of the Sole Arbitrator in respect of the Second and Third Respondents’ request to be heard last at the hearing would be addressed at the outset of the hearing.

86. On the same day, a hearing was held via videoconference. In addition to the Sole Arbitrator and Mr Giovanni Maria Fares, CAS Counsel at the time, the following individuals were in attendance: (i) For the Appellants: - Mr Ali Alshammari, Second Appellant; - Mr Khalaf Alshammri, First Appellant (attended following the opening submissions of his legal counsel). - Mr Ralph Charbel, legal counsel; - Mr Ahmed Shama, translator; (ii) For the First Respondent (though not previously announced): - Mr Abdullah Alenezi, First Respondent (left prior to completion of the hearing); - Mr Ahmed Zeini, translator; (iii) The Second and Third Respondents were represented at the hearing by Mr Ali Abbes, legal counsel; (iv) The Fourth, Fifth and Sixth Respondents were represented at the hearing by Ms Alyaa Saleh, legal counsel.

87. At the outset of the hearing, the Sole Arbitrator confirmed that the order of interventions would follow the sequence set out in the original hearing schedule. The Sole Arbitrator

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further reminded the Second and Third Respondents that they would, in any event, have an opportunity to address any matters raised by the other Parties during their closing statements, as well as during the subsequent round of rebuttal.

88. During the hearing: (i) Procedural objection. Before the Parties’ opening statements, counsel for the Second and Third Respondents objected to the scope of the submissions that the Fourth, Fifth and Sixth Respondents would be permitted to advance at the hearing, arguing that their interventions should be limited strictly to matters relating to the Al-Jamih Elections.

(ii) Request for suspension. The Appellants requested that the present proceedings be suspended pending the conclusion of the ongoing criminal proceedings for alleged forgery before the competent Kuwaiti authorities, a request to which the Respondents did not object. The Sole Arbitrator therefore informed the Parties that, after the hearing, the CAS Court Office would formally invite them to submit supporting documentation enabling him to assess the merits of the requested suspension. (iii) Oral testimonies. The Sole Arbitrator heard oral evidence from the following individuals, who were subjected to examination and cross-examination as well as to questions from the Sole Arbitrator: (a) Mr Mekhled Dinar Marshoush Jaroub (witness called by the Appellants). (b) Mr Ali Alshammari (the Second Appellant). (c) Mr Saleh Ajmi (witness called by the Appellants and the Fourth, Fifth and Sixth Respondents), along with translator Mr Ahmed Saloud. At the outset of his testimony, the Sole Arbitrator noted that, since Mr Saleh Ajmi was a party to the proceedings in the first instance before the NSAT, his statement would not be given full evidentiary value. (d) Mr Abdullah Alenezi (the First Respondent). After listening to the Parties’ opening statements, the Sole Arbitrator asked them whether they had any comment as to the First Respondent’s participation in the hearing and availability to answer questions. As no objections were raised, and the First Respondent stated his availability in this respect, the latter was subjected to questions from the other Parties and the Sole Arbitrator.

89. During the examination of Mr Ali Alshammari, the Sole Arbitrator inquired whether, following the Al-Jamih Elections, a General Assembly had taken place ratifying the election results. Mr Alshammari confirmed that such ratification took place on 24 June 2024 and stated that minutes of that meeting existed as evidence. When the Appellants’ counsel requested to be authorised to produce these minutes, the Sole Arbitrator invited any objections from the Respondents regarding their late submission. The Respondents did not object but requested the opportunity to comment on the minutes. In view of the foregoing, the Sole Arbitrator informed the Parties that, after the hearing, the CAS Court Office would formally invite the Appellants to submit the minutes of the General

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Assembly meeting of 24 June 2024 and would grant the Respondents a short deadline to submit their comments.

90. After their closing pleadings and before the conclusion of the hearing, all Parties (except the First Respondent, who left the hearing before its completion) confirmed their right to be heard had been respected and expressed their satisfaction with the manner in which the Sole Arbitrator had conducted the hearing and raised no procedural objections thereto.

91. On 17 September 2025, and further to the Parties’ requests during the hearing, the Sole Arbitrator ruled as follows: (i) The Parties were invited to submit the “official documents with updates on the status of the criminal proceedings before the competent authority in Kuwait in the following matters”: - Complaint for forgery of the minutes of the 20 November EGA. - Complaint for forgery of the minutes of the 12 December EC Meeting. - Official report of the Kuwaiti police as to the presence of the Fourth, Fifth and Sixth Respondents at the Club headquarters to submit their candidacies. (ii) In view of the Parties’ agreement and pursuant to Article R56 of the CAS Code, the Appellants were invited to file the minutes of the Club’s General Assembly meeting of 24 June 2024, with the Respondents being granted an opportunity to comment on said document, if they so wished.

92. On the same day, the Appellants filed the minutes of the Club’s General Assembly meeting of 24 June 2024.

93. On 26 September 2025, the Appellants submitted the following documents: (i) A criminal complaint for forgery of the minutes of the 20 November EGA; (ii) A certificate relating to the complaint for forgery of the minutes of the 12 December EC Meeting; and (iii) “documents proving that the fourth respondent Mr. Mubarak AlMutairi is an employee of Al Jahra Sporting Club”.

94. On 28 September 2025, the Second and Third Respondents: (i) Filed evidence aimed at showing that criminal proceedings had been initiated against the First Respondent and “the ex-President of the Club” for “falsification and use of forged documents”. (ii) Submitted the following further documents: - an email sent on 25 September 2025 by counsel for Second and Third Respondents to the Club requesting that the Club provide the original minutes of the 12 December EC Meeting; - a reply email from the Club, stating inter alia that “the minutes of 12 December 2025 are authentic and have been the subject of a forensic

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examination, which confirmed the originality of the document and the absence of any falsification of the signatures” and that it was available to send the document directly to the CAS. (iii) Requested the authorisation to submit the original minutes of the 12 December EC Meeting.

95. On 29 September 2025, the Fourth, Fifth and Sixth Respondents filed the following documents: (i) A report dated 30 October 2024 and concerning the investigations conducted by the Kuwaiti Ministry of Interior with reference to the 20 November EGA. (ii) The decision of the “Al-Jahraa Governorate Court” dated 15 September 2025 to refer the minutes of the 20 November EGA back to the “General Department of Investigations” in the context of ongoing criminal proceedings. According to said decision, “[a] session was set on 26/1/2026 to receive the case file and complete the trial procedures after fulfilling the requirements”. (iii) Certificates of the Jahra Governorate Security Directorate stating that, on 17 January 2024, the Fourth, Fifth and Sixth Respondents were outside the headquarters of the Club and told the “Lieutenant Legal” about their unsuccessful attempts to enter the premises and submit their candidacies. (iv) A PDF version of the PowerPoint presentation on which they relied during the hearing.

96. On 30 September 2025, the CAS Court Office informed the Parties of the Sole Arbitrator’s determination that the following documents would not be admitted into the case file, as they fell “outside the scope of the CAS Court Office letter of 17 September 2025”: - The Appellants’ evidence sub para. 93(iii). - The Second and Third Respondents’ evidence sub para. 94(i).

97. On 3 October 2025, the Appellants sent a letter to the CAS Court Office objecting to the Second and Third Respondents’ request to admit the original minutes of the 12 December EC Meeting into the case file.

98. On 4 October 2025, the Fourth, Fifth and Sixth Respondents sent a letter to the CAS Court Office: (i) objecting to the Second and Third Respondents’ request to admit the original minutes of the 12 December EC Meeting into the case file; and (ii) providing their comments on the minutes of the Club’s General Assembly meeting of 24 June 2024.

99. On 8 October 2025, the CAS Court Office advised the Parties that: (i) The Sole Arbitrator had decided not to suspend the present proceedings for reasons to be stated in this Award. (ii) The Sole Arbitrator had rejected the request to include in the case file the original minutes of the 12 December EC Meeting.

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(iii) The evidentiary proceedings were closed.

100. On 31 December 2025, the Appellants sent an email to the CAS Court Office, noting that “the Judgment of the Criminal Case in Kuwait will be rendered on the 19th of January 2026” and thus requesting the postponement of the issuance of the Award.

101. On 19 January 2026, the CAS Court Office informed the Parties that the Sole Arbitrator had decided not to grant the Appellants’ request, in light of the previous decision not to suspend the proceedings pending the outcome of criminal proceedings in Kuwait

V. SUBMISSIONS OF THE PARTIES

A. The Appellants

102. The Appellants, in their Appeal Brief, requested the following reliefs: “The Appellants request from CAS the following: 1) To enforce its jurisdiction over the matter; 2) To submit the matter at hand to a Sole Arbitrator; 3) Essentially: a) To set aside the Appealed Decision and declare that the Decision rendered by the National Sports Arbitration Tribunal (NSAT) is null and void; b) To rule that the Extraordinary General Assembly of Al Jahra Sporting Club dated 20 November 2023 and its decisions are null and void; c) To decide that the Electoral Committee Meeting dated 12 December 2023 is null and void; d) To rule that the elections of the board of directors of Al Jahra Sporting Club dated 17 January 2024 are valid; 4) Subsidiarily: To decide that the Board of Directors elected on the 12th of December 2023 has resigned; 5) To declare that all the arbitration costs shall be borne solely by the Respondents; 6) To declare that the Respondents shall pay to the Appellants a contribution towards their legal expenses in the amount of 10,000 USD.”

103. The Appellants’ submissions, in essence, may be summarised as follows: (i) The Appealed Decision is null and void as it breached the Second Appellant’s right to be heard and failed to consider material evidence; notably, the NSAT incurred violations of the following provisions: (a) Article 15 para. 1 and Article 34 paras. 2 and 3 of the NSAT Rules, by failing to consider relevant evidence that would have materially affected the outcome of the case.

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(b) Article 38 para. 3 of the NSAT Rules, by declining to stay the proceedings pending the outcome of the criminal investigation relating to alleged forgery of the minutes of the 12 December EC Meeting, notwithstanding the alleged relevance of that investigation to the issues in dispute. (c) Article 40 of the NSAT Rules, by admitting the Second and Third Respondents’ late submissions – including the minutes of the EC Meeting – while rejecting the Second Appellant’s request to reopen the proceedings to file his own additional submissions. (ii) The 20 November EGA is null and void: (a) It was held in violation of several articles of the Club Statutes: - Article 21, which requires formal convocation by the General Secretary, compliance with specific timelines, and notification by registered letter at least 15 days in advance. - Articles 22, 24 and 32, as there is no proof that the statutory quorum was met, no evidence that the alleged attendees were active members eligible to participate, and no documentation confirming compliance with the applicable voting procedures. Furthermore, no attendance list, signatures, membership records or any substantiation of the alleged participation of 605 members was produced. - Article 20, which governs the convening of an Extraordinary General Assembly in situations involving the dissolution or resignation of the Board, and expressly vests the Electoral Committee with the exclusive authority to invite for such a meeting. In fact, there is no evidence that the 20 November EGA was initiated, called, or supervised by the Electoral Committee. Moreover, the Interim Board allegedly elected at that meeting was likewise illegal and non-existent, as one of its alleged members, Mr Ali Ghadeer Al-Shammari, confirmed that he neither attended the 20 November EGA nor participated in any meeting of the Interim Board and therefore tendered his resignation. - There is no evidence of the 20 November EGA, as evidenced in the letter dated 6 December 2023 from the Director General of the PASK confirming that no notification was received from the President of the Electoral Committee regarding the 20 November EGA. (b) It never took place and its minutes are forged: - Three members of the Electoral Committee whose names appear in the purported minutes, namely the First Respondent as President, the Second Appellant as Rapporteur and Mr Saleh Ajmi as a member, deny having been present at said meeting. - A criminal complaint for forgery of the purported minutes was filed with the competent criminal authorities in Kuwait.

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- Mr Mekhled Dinar Marshoush Jaroub (“Mr Jaroub”), the owner of Al- Oustoura Hall issued a written declaration to the Kuwaiti Courts and to the Ministry of Justice in Kuwait, affirming that no meeting took place on the premises on 20 November 2023. (iii) The 12 December EC Meeting never took place and its minutes are forged: (a) Three members of the Electoral Committee whose names appear in the purported minutes, namely the First Respondent as President, the Second Appellant as Rapporteur and Mr Ibrahim Shammari as a member, deny having been present at said meeting. Consequently, the First Respondent and the Second Appellant filed a criminal complaint against the Third Respondent. (b) The minutes of the Electoral Committee meeting dated 21 July 2024, also sent to the PASK, confirm that said meeting never took place. (iv) The results of the Al-Jamih Elections are valid and in full compliance with the Club Statutes: (a) Under Articles 12 and 16 of the Club Statutes, the Electoral Committee is entrusted with the organisation and supervision of the entire electoral process – including announcement of the date and time of the elections – and the verification of the validity of General Assembly meetings. These statutory requirements were duly satisfied by the Electoral Committee: - Since the elections were supposed to be held on 17 February 2024, the mandatory announcement in a daily newspaper was published on 2, 3, and 4 January 2024, in accordance with the prescribed timelines. - The candidacy period was opened on 8 January 2024 and closed on 17 January 2024. - Upon the closure of nominations, the “Al-Jamih” list, headed by the First Appellant, was declared elected by acclamation. (b) The Fourth, Fifth and Sixth Respondents’ allegation that they were unlawfully prevented from submitting their candidatures is unfounded: - Their request for arbitration before the NSAT was inadmissible under Article 60 of the Club Statutes and Article 11(6) of the NSAT Rules, as it was filed beyond the prescribed 21 days from the date of announcing the election results. - In any event, they appeared at the Club only on the final day, and shortly before the expiry of the candidacy period, merely to record a statement regarding the Electoral Committee President’s alleged absence. - Their conduct does not reflect a genuine attempt to submit candidatures, as evidenced by the fact that the accompanying police officer entered the Club premises, threatened staff, and removed personal identification documents without written authorisation, and also appears to have personal ties to them.

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- Moreover, the Fourth Respondent was in any event ineligible under the Club Statutes because he is an employee of the Club receiving financial remuneration. (v) Subsidiarily, should the Appellants’ primary requests be dismissed, the Interim Board must, in any event, be deemed to have resigned: (a) Pursuant to Article 45 of the Club Statutes, a board that fails to convene for three consecutive months is deemed to have resigned. As the Interim Board did not hold any meetings during this period, it is deemed to have resigned. (b) By contrast, the Board headed by the First Appellant has met regularly in accordance with the Club Statutes, is currently managing all Club affairs, and continues to correspond with both the PASK and the KOC.

B. The First Respondent

104. The First Respondent did not file an Answer, nor did he submit any other written submissions.

105. At the hearing, he argued inter alia that he did not sign the minutes of the 20 November EGA.

C. The Second and Third Respondents

106. The Second and Third Respondents, in their Answer, requested the following reliefs: “For all the above reasons and for those the panel would find relevant, we respectfully ask the panel: 1. Mainly: • To accept the request for bifurcation and render an award regarding the procedural issues. • To consider the appeal inadmissible. 2. Alternatively: • To dismiss the appeal. • To confirm the decision issued by the Kuwait NSAT Award rendered on 22 July 2024 (cases ref. n° 20231123001 –20240228001). 3. The arbitration costs are to be carried out by the appellants. 4. To oblige the appellants, to contribute to the second and third respondents’ advocacy costs which will be evaluated according to the sole arbitrator discretion.”

107. The Second and Third Respondents’ submissions, in essence, may be summarised as follows: (i) The appeal fails to adhere to various procedural requirements, resulting in its inadmissibility:

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(a) The First Appellant lacks standing to appeal the Appealed Decision and is not directly impacted by it: - He was not a party or addressee of the Appealed Decision. - He had the opportunity to intervene in the NSAT proceedings to contest the validity of the 20 November EGA and the Ordinary General Assembly of 15 February 2024, but failed to do so, therefore thereby renouncing his right to challenge the validity of the aforementioned assemblies. (b) The Second Appellant does not have standing to appeal the Appealed Decision: - He participated in the NSAT proceedings solely as a respondent and sought dismissal of the claimants’ requests, which were confined solely to issues pertaining to the Al-Jamih Elections. - He has no authority to represent the Electoral Committee before any judicial or arbitral entity; such authority rests solely with its President, the First Respondent. Accordingly, his position as Rapporteur does not confer any capacity to initiate an appeal before the CAS. - He is the brother of the First Appellant and is improperly attempting to construct standing to support his brother’s challenge to the Appealed Decision. - As the Appealed Decision dismissed the claimants’ requests, there is no prejudice to the Second Appellant, and no explanation has been offered as to why he now seeks to appeal a decision that was favourable to his position before the NSAT. (c) There is an issue of passive standing, as parties that have standing to be sued have not been called in the present appeal: - Mr Hussein Alenezi, claimant in case No. 20231123001, was a party to the NSAT proceedings but has not been named in the present appeal. - Mr Ibrahim Shammari and Mr Saleh Ajmi, members of the Electoral Committee and respondents in case No. 20240228001, prevailed in the NSAT proceedings. As prevailing parties in the Appealed Decision, they are indispensable to any challenge against that decision. - The Club likewise has standing to be sued, since the Appellants’ requests for relief Nos. 3b), 3c) and 4 are directed against the Club and would directly affect its rights and governance. As the Club is currently represented by the Board elected pursuant to the Al-Jahra Elections, it was required to join these proceedings. The Appellants’ failure to do so further undermines the admissibility of the appeal. (d) The appeal in any event was belatedly submitted:

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- The Appealed Decision was notified to all concerned parties on 28 July 2024, at which point it became final and binding, as repeatedly affirmed in the award itself. - The award notified on 20 August 2024 was merely the signed version issued by the President of the NSAT Board to give the already final award executive effect. Accordingly, the Appellants received the fully reasoned decision on 28 July 2024 and not on 20 August 2024. - Applying Article R49 of the CAS Code, the 21-day deadline began on 28 July 2024. As the Statement of Appeal was filed only on 22 August 2024, the appeal was lodged after the expiry of the deadline. (ii) The Appellants are seeking to unduly extend the scope of the present appeal: (a) The Appellants’ arguments relating to the validity of the Al-Jamih Elections are outside the scope of the appeal: - The Appealed Decision did not decide on the validity of the Al-Jamih Elections. - The only request in case No. 20240228001 was to declare those Elections null and void, not to validate them. - The Second Appellant expressly requested that case No. 20240228001 be dismissed, and the NSAT ultimately rejected that claim, aligning with his own position. - No party requested the NSAT to consider the Al-Jamih Elections as valid; therefore, the Appellants cannot now ask the CAS to grant a relief that was never sought before the NSAT. (b) The Appellants’ request for resignation of the Interim Board was not part of any written submissions before the NSAT and hence out of scope of the present procedure before the CAS. (iii) The 20 November 2023 EGA is valid and in compliance with the Club Statutes, and the Interim Board was validly appointed to oversee the Club’s affairs until the Ordinary General Assembly of 15 February 2024: (a) Following the NSAT decision of 4 September 2023 s, the management vacuum necessitated the intervention of the President of the Electoral Committee, who was the only competent authority to call an Extraordinary General Assembly to form an interim committee to manage the Club’s affairs. (b) All procedural requirements for convening the 20 November EGA, stipulated in Article 20 of the Club Statutes, were strictly followed: - Three consecutive meetings were duly convened on 12, 16, and 20 November 2023, each supported by timely newspaper publications and held within the statutory timelines.

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- After the first two meetings failed to reach quorum, the third meeting on 20 November 2023 was validly held with 605 members present, as reflected in its minutes. (c) The allegations of forgery or fabrication of attendance are unsubstantiated: - The Appellants produced no evidence beyond accusations and testimony from their three witnesses, who are conflicted and seek to take control of the Club. - The testimony of the Second Appellant is not credible as he is the brother of the First Appellant, who alleges that he won the elections. - The Second Respondent has been cleared of any criminal suspicion, evidenced by the certificate issued by the Kuwaiti criminal court. (iv) The Al-Jahra Elections are valid and in compliance with the Club Statutes: (a) The 12 December EC Meeting is valid and its minutes are authentic, there being no judicial finding of falsification. In this respect, contrary to the Appellants’ allegation, the First Respondent, the Second Appellant and Mr Ibrahim Shammari were indeed present and participated in said meeting (b) The ensuing electoral process – including the appointment of the Election Body, the publication of announcements in local newspapers, the opening and closing of candidacy periods, and the acclamation of the sole list “Al-Jahra” – was carried out in full compliance with the Club Statutes. The elected Board has since been formally recognised by all competent sports authorities. (v) Subsidiarily, the purported Al-Jamih Elections are factually baseless: (a) Under Article 16 of the Club Statutes, only the General Assembly – and not the Electoral Committee – has competence to elect or acclaim a Board. However, the Appellants failed to provide any documentation demonstrating that an Ordinary General Assembly was actually convened on 17 February 2024, let alone in compliance with the procedural requirements. (b) As no General Assembly was convened to appoint the alleged Board, the Al- Jamih Elections cannot be legally recognised.

D. The Fourth, Fifth and Sixth Respondents

108. The Fourth, Fifth and Sixth Respondents, in their Answer, requested the following reliefs: “First: The Respondents request that a decision be issued to invalidate the elections of the Jahra Sports Club Board and to rule again to re-run the elections. Second: Hearing the witnesses of the appellants […].”

109. The Fourth, Fifth and Sixth Respondents’ submissions, in essence, may be summarised as follows: (i) The request for arbitration before the NSAT in case No. 20240228001 was filed within the prescribed time limit:

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(a) Under Article 11 para. 6 of the NSAT Rules, the 21 days for challenging the results of Board elections runs from the date on which those results are formally announced. (b) In the present case, the election results were announced on 8 February 2024 pursuant to the minutes of Board Meeting No. 1/2024, at which the members of the “Al-Jamih” list were declared elected by acclamation. The appeal lodged on 28 February 2024 consequently falls within the prescribed 21-day period. (c) The Appellants’ contention that the time limit began on 17 January 2024, i.e. the date on which the Fourth, Fifth and Sixth Respondents were prevented from submitting their candidatures, is therefore incorrect and inconsistent with Article 11 para. 6 of the NSAT Rules. (ii) The Al-Jamih Elections are invalid because the Fourth, Fifth and Sixth Respondents were unlawfully prevented from submitting their candidatures: (a) Pursuant to Article 7 of the Club Statutes, all Club members are entitled to stand for election to the Board provided that they meet the statutory conditions. (b) The report of the Kuwait Police Department records that they were present at the Club headquarters before the close of the nomination period to file their candidacies, but were turned away on the basis that the competent employee was absent.

VI. JURISDICTION

110. Article R47 of the CAS Code reads as follows: “An appeal against the decision of a federation, association or sports-related body may be filed with CAS if the statutes or regulations of the said body so provide or if the parties have concluded a specific arbitration agreement and if the Appellant has exhausted the legal remedies available to it prior to the appeal, in accordance with the statutes or regulations of that body”.

111. The Appellants rely on Article 45 of the NSAT Rules and Article 60 of the Club Statutes, which respectively state the following (in the English translation of the Arabic original filed by the Appellants): - Article 45 of the NSAT Rules: “Arbitration decisions issued by arbitration chambers are considered executive documents and are final and binding on the parties to the dispute once they are signed by the Chairman of the Board of Directors of the National Tribunal for Sports Arbitration, without prejudice to the right to appeal them before the International Court of Arbitration for Sports (CAS) under the regulations and rules related to the jurisdiction of the CAS, as well as the rules of Specialization related to international sports federations.”

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- Article 60 of the Club Statutes: “The National Sports Arbitration Tribunal, established under Law No. 87 of 2017, has exclusive jurisdiction to resolve sports disputes related to the Club’s activities, including institutional matters, elections, and General Assembly resolutions, involving the Club, its members, or affiliates. It also has jurisdiction to address disputes arising from the application of this law within the scope defined by the relevant Authority and in accordance with the Olympic Charter and international standards. Its decisions are binding, but parties have the right to appeal to the Court of Arbitration for Sport (CAS) at any stage of the sports dispute, as per CAS jurisdiction regulations and rules.”

112. The Respondents did not dispute the jurisdiction of the CAS and confirmed it by signing the Order of Procedure.

113. In light of the above, the CAS has jurisdiction to decide the present dispute.

VII. ADMISSIBILITY

114. Article R49 of the CAS Code reads as follows: “In the absence of a time limit set in the statutes or regulations of the federation, association or sports-related body concerned, or in a previous agreement, the time limit for appeal shall be twenty-one days from the receipt of the decision appealed against. The Division President shall not initiate a procedure if the statement of appeal is, on its face, late and shall so notify the person who filed the document”.

115. As clarified by the NSAT (see supra at para. 59) several “notifications” took place in this case. In particular, the operative part of the Appealed Decision was rendered and notified on 22 July 2024, while the complete reasoned award, prior to the signature of the President of the NSAT Board, was issued and notified on 28 July 2024. The Appealed Decision, together with the supplementary award dated 19 August 2024, was signed and subsequently notified on 20 August 2024 (see supra paras. 41, 43 and 44).

116. The Appellants lodged their appeal on 22 August 2024.

117. In this context, the Second and Third Respondents argued that the appeal is time-barred pursuant to Article R49 of the CAS Code, on the basis that the 21-day time limit for an appeal commenced on 28 July 2024, when the parties were notified of the reasoned Appealed Decision.

118. Conversely, the Appellants maintained that the 21-day time limit began to run from 20 August 2024, as the Appealed Decision became final and enforceable only once it was signed by the President of the NSAT Board on 19 August 2024 and subsequently notified on 20 August 2024.

119. As a preliminary remark, the Sole Arbitrator notes that the NSAT Rules do not prescribe any specific time limit for filing an appeal against an NSAT decision. It follows that the applicable time limit is that set out in Article R49 of the CAS Code, namely 21 days.

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120. The Sole Arbitrator further observes that the NSAT Rules are silent as to the event that triggers the running of these 21 days. This uncertainty was not resolved by the NSAT’s clarificatory letter of 12 September 2024, which stated that all three notifications “are considered legal and official” but did not specify which notification is determinative for the purposes of calculating the time limit for the appeal therefrom (see supra para. 59).

121. In the Sole Arbitrator’s view, the interpretation of the NSAT Rules must be guided by Article 45 thereof, which provides that an NSAT decision becomes “final and binding” within the NSAT system only once it bears the signature of the President of the NSAT Board (see supra para. 111). As a consequence, the signature constitutes the legal act by which the decision is formally perfected and given effect under the Kuwaiti framework.

122. Accordingly, a decision sent before the President’s signature cannot be considered “final” within the Kuwaiti framework, and therefore cannot trigger the time limit for appeal under Article R49 of the CAS Code. It follows that the 21-day time limit must be computed from the date the signed decision was notified to the parties, i.e. 20 August 2024.

123. As a result, the appeal lodged on 22 August 2024 is within the 21 days provided for under Article R49 of the CAS Code.

124. The appeal complied with all other requirements of Article R48 of the CAS Code.

125. It follows that the appeal is admissible.

VIII. APPLICABLE LAW

126. Article R58 of the CAS Code reads as follows: “The Panel shall decide the dispute according to the applicable regulations and, subsidiarily, to the rules of law chosen by the parties or, in the absence of such a choice, according to the law of the country in which the federation, association or sports-related body which has issued the challenged decision is domiciled or according to the rules of law that the Panel deems appropriate. In the latter case, the Panel shall give reasons for its decision”.

127. In the present case, since the appeal is directed against the decision of the NSAT and relates to compliance with the applicable procedures concerning the Club elections, the “applicable regulations” are the Club Statutes and where relevant, the NSAT Rules.

128. In this regard, the Appellants and the Second and Third Respondents, in their respective submissions, provided the Sole Arbitrator with different English translations of the Arabic original of the Club Statutes: the former providing only selected excerpts while the latter filed a full translated version.

129. During the hearing, the Sole Arbitrator sought clarification as to which of these versions should be relied upon, specifically asking the Appellants whether any material differences

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existed between the two versions and whether he could rely on the full translation submitted by the Second and Third Respondents.

130. In this respect, the Appellants offered to submit the full text of the Club Statutes. The Sole Arbitrator, however, noted that the Appellants had already been allowed to file a complete translation during the written phase and invited them, instead, to identify any obvious inaccuracies or poor translations in the version submitted by the Second and Third Respondents. The Appellants did not indicate any such inaccuracies or mistranslations and ultimately confirmed that they had no objection to the Sole Arbitrator relying on the version filed by the Second and Third Respondents.

131. In light of the above, the Sole Arbitrator will refer throughout this Award to the Second and Third Respondents’ version of the Club Statutes.

IX. PRELIMINARY ISSUES

A. The Second and Third Respondents’ request to admit the original minutes of the 12

December EC Meeting into the case file

132. After the hearing, the Second and Third Respondents requested the Sole Arbitrator to admit the original minutes of the EC Meeting dated 12 December 2023 into the case file, a request that was objected to by the Appellants as well as the Fourth, Fifth and Sixth Respondents (see supra paras. 94, 97 and 98).

133. Subsequently, the CAS Court Office, on behalf of the Sole Arbitrator, informed the Parties that the Second and Third Respondents’ request to admit the new evidence was rejected (see supra para. 99), for the reasons set out below.

134. As a starting point, in view of the fact that the Appellants and the Fourth, Fifth and Sixth Respondents did not agree to the admissibility of such evidence, the Sole Arbitrator had to determine whether he could allow it “on the basis of exceptional circumstances” as provided under Article R56 of the CAS Code.

135. In this respect, the Sole Arbitrator notes that, in accordance with CAS jurisprudence, the existence of “exceptional circumstances” represents an exception to the general prohibition, and as such is of strict interpretation (CAS 2017/A/5260, para. 136). It is for the party seeking to supplement the record to establish such circumstances with sufficient certainty. In principle, new evidence may only be admitted based on the “exceptional circumstances” test if it became available to the parties after the time limit set for filing the written submissions (see CAS 2022/A/8598, para. 86; CAS 2015/A/4232, paras. 78- 79).

136. Applying these principles to the present case, the Sole Arbitrator denied the admission of the aforementioned evidence into the case file for the following reasons (see also CAS 2021/A/7807, para. 66):

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(a) Said minutes pre-date the written submissions and therefore the original version thereof could have been obtained at a much earlier stage of these arbitral proceedings before the submission of their Answer, particularly given that their authenticity was already challenged by the Appellants in the Statement of Appeal and Appeal Brief; (b) The Second and Third Respondents did not convincingly explain why this request was submitted only at this late stage.

137. As a result, the Sole Arbitrator found that no exceptional circumstances were justifying the admission of this new evidence.

B. The Parties’ request to suspend the present proceedings pending the outcome of

criminal proceedings in Kuwait

138. The Sole Arbitrator recalls that, during the hearing, the Appellants requested that the present proceedings be suspended pending the outcome of criminal proceedings in Kuwait; a request that was not opposed by the Respondents (see supra para. 88).

139. In view of this request, the CAS Court Office, on behalf of the Sole Arbitrator, invited the Parties to submit the “official documents with updates on the status of the criminal proceedings before the competent authority in Kuwait” in relation to the following matters (see supra para. 91): (i) Complaint concerning the alleged forgery of the minutes of the 20 November EGA. (ii) Complaint relating to the alleged forgery of the minutes of the 12 December EC Meeting. (iii) Official report of the Kuwaiti police as to the presence of the Fourth, Fifth and Sixth Respondents at the Club headquarters to submit their candidacies.

140. Thereafter, the CAS Court Office informed the Parties of the Sole Arbitrator’s decision to reject the request to suspend the present proceedings, for the reasons laid down below.

141. The power to suspend an ongoing appeal arbitration is discretionary and must be exercised with restraint, as it runs counter to the general principle of procedural efficiency underlying the CAS Code. Suspension is warranted only where the outcome of external proceedings is expected, within a reasonable and identifiable timeframe, to resolve issues that are determinative for the CAS proceedings, or where proceeding in parallel would jeopardise the Parties’ procedural rights.

142. In the present case, the information provided by the Parties as to the status of said criminal proceedings was incomplete, vague and insufficiently precise to permit a finding that a suspension would serve procedural efficiency in the interests of justice.

143. First, as to the minutes of the 20 November EGA, the evidence on file confirms that the criminal proceedings remain ongoing. Other than a vague “Certificate of Exclusion from Accusation” submitted by the Second and Third Respondents, subsequent documents

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produced by the Appellants and by the Fourth, Fifth and Sixth Respondents indicate that the matter has not been disposed of and that a further court session was scheduled for 26 January 2026 “to receive the case file and complete the trial procedure”.

144. Second, as to the minutes of the 12 December EC Meeting, the information submitted merely indicates, in general terms, that the matter “is still pending disposition and no final ruling has been issued yet”, without further detail.

145. Third, with regard to the complaint of the Fourth, Fifth and Sixth Respondents, the documents produced evidenced the filing of police reports, but do not clarify whether any criminal proceedings were ever formally initiated, nor whether such proceedings – if initiated – were still ongoing. The state of these matters remains entirely uncertain.

146. Accordingly, the information before the Sole Arbitrator revealed, at most, that certain criminal matters could continue well into 2026, while others cannot even be confirmed as having been formally initiated. The timeline for any resolution is both indeterminate and, in any event, incompatible with the orderly and efficient administration of the present arbitration.

147. Moreover, in any case, the Parties failed to demonstrate that the outcome of the criminal proceedings would have a direct and necessary impact on the Sole Arbitrator’s ability to decide the issues before him.

148. In light of the above, the Sole Arbitrator found that there was no sufficient legal or procedural basis to suspend the present proceedings, and therefore dismissed the Appellants’ request.

C. Alleged irregularities during the NSAT proceedings

149. The Appellants argue that the Appealed Decision is null and void and should be set aside, as the NSAT failed to comply with the NSAT Rules and infringed their right to be heard. In particular, they submit that the NSAT: (i) did not examine material evidence which, in their view, would have altered the outcome of the Appealed Decision; (ii) declined to stay the proceedings despite ongoing criminal investigations relating to alleged forgery; and (iii) admitted the Second and Third Respondents’ late submissions.

150. In this regard, the Sole Arbitrator recalls that, as per longstanding CAS jurisprudence, the CAS de novo power of review has a curative effect on any procedural deficiencies that may have occurred at first instance: “the virtue of an appeal system which allows for a full rehearing before an appellate body is that issues related to the fairness of the proceedings before the authority of first instance fade to the periphery” (CAS 2022/A/8863-8864, para. 107, quoting CAS 2019/A/6233, para. 134; see also CAS 2024/A/10384, para. 123).

151. In these proceedings, the Appellants were afforded wide opportunities to present their case, submit all evidence they deemed relevant – including evidence they claim the NSAT failed to consider – and address all issues arising under the appeal. This is also confirmed

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by the fact that the Appellants, at the end of the hearing, stated that their right to be heard had been fully respected.

152. In light of the above, the request to declare the Appealed Decision null and void is dismissed, and the Sole Arbitrator will proceed with the analysis of the merits of the case.

X. MERITS

153. The Appellants request that the Appealed Decision be set aside and that the 20 November EGA and the 12 December EC Meeting, as well as the decisions stemming therefrom, be declared null and void. Moreover, they ask the Sole Arbitrator to rule that the Al-Jamih Elections are valid. Subsidiarily, they request that the Interim Board be deemed to have resigned.

154. The First Respondent did not file any Answer and raised no specific request as to the Appealed Decision.

155. The Fourth, Fifth and Sixth Respondents, despite their role, do not support the Appealed Decision. Rather, especially at the hearing, they argued that all the acts and meetings of the General Assembly of the Club after the NSAT decision of 4 September 2023 are to be considered null and void, which would include both the Al-Jahra Elections and the Al- Jamih Elections. That said, their request for relief aims at the annulment of the Al-Jamih Elections in which they were allegedly prevented from participating.

156. Lastly, the Second and Third Respondents contest all the arguments of the Appellants, defend the legitimacy of the Al-Jahra Elections and seek full confirmation of the Appealed Decision, arguing for the validity of both the 20 November EGA and the 12 December EC Meeting. They also contend that, for different reasons, the Appellants on the one hand and the Fourth, Fifth and Sixth Respondents on the other hand are exceeding the scope of the present appeal.

157. It is worth noting that, before reaching a discussion as to the merits of the case in general and the validity of the Al-Jahra Elections instead of the Al-Jamih Elections in particular, the Second and Third Respondents raise a procedural objection related to the active and passive standing of the Parties to these proceedings and/or of third parties that were not included therein.

158. The Sole Arbitrator notes that there is indeed a difference between the parties to the NSAT proceedings and the Parties to these proceedings, as summarised below: Parties before the NSAT Parties before the CAS First Appellant: Khalaf Alshammri Case 20231123001 Claimant: Hussein Alenezi First Respondent: Saleh Al Ajmi Second Respondent: Ahmad Alzaydi Second Respondent: Ahmad Alzaydi

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Case 20240228001 First Claimant: Mubarak Al Mutairi Fourth Respondent: Mubarak Al Mutairi Second Claimant: Bandar Alzaydi Fifth Respondent: Bandar Alzaydi Third Claimant: Mohamad Al Zafiri Sixth Respondent: Mohamad Al Zafiri First Respondent: Abdullah Alenezi First Respondent: Abdullah Alenezi Second Respondent: Ali Alshammari Second Appellant: Ali Alshammari Third Respondent: Abdullatif Khalaf Third Respondent: Abdullatif Khalaf Alshemmari Alshemmari Fourth Respondent: Saleh Ajmi Fifth Respondent: Ibrahim Shammari Sixth Respondent: Director General of PASK

159. In keeping with the above, the Sole Arbitrator acknowledges that: (i) Some of the parties before the NSAT were not summoned before the CAS, namely: - Mr Hussein Alenezi. - Mr Mubarak Al Mutairi. - Mr Saleh Ajmi. - Mr Ibrahim Shammari. - The Director General of PASK. (ii) The First Appellant was not a party to the NSAT proceedings.

160. Furthermore, the Sole Arbitrator bears in mind the Second and Third Respondents’ argument that the Appellants failed to name the Club as a Respondent in these proceedings.

161. In this respect, the Sole Arbitrator preliminarily points out that, in the Appealed Decision, the NSAT ruled that the Sixth Respondent, namely the Director General of PASK, was outside the jurisdiction ratione personae of the NSAT and, in any case, not concerned by the requests of the parties to those proceedings. Accordingly, as that point of the Appealed Decision was not specifically contested by any of the Parties, the Sole Arbitrator concludes that the Director General of PASK lacks standing to be sued in the present case and did not need to be summoned as a party thereto.

162. That said, before delving into the substantive issue of the case, the Sole Arbitrator must first verify the standing of the Parties to these proceedings, whether the Appellants failed to name other parties as respondents and, if so, whether said circumstance has any bearing on the outcome of the case.

A. Standing of the Appellants in the present procedure

163. The Second and Third Respondents challenge the standing of both Appellants in the present proceedings. They, inter alia, submit that:

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(i) The First Appellant was not a party to the NSAT proceedings and is not directly affected by its outcome. (ii) The Second Appellant – who appeared as a respondent before the NSAT – is merely attempting to support his brother’s (the First Appellant) challenge to the Appealed Decision and has no standing, as he does not have authority to act on behalf of the Electoral Committee in any judicial or arbitral forum, such authority lying exclusively with its President, the First Respondent.

164. As to the First Appellant, it being undisputed that he did not take part in the NSAT proceedings and, therefore, was not an addressee of the Appealed Decision, the Sole Arbitrator must determine whether he could nonetheless be allowed to file an appeal against said decision.

165. In order to determine the First Appellant’s standing as a third party, the Sole Arbitrator must first examine whether said standing is expressly recognised in the applicable regulatory framework, i.e. the Club Statutes and the NSAT Rules (see CAS 2024/A/10617, para. 72; CAS 2008/A/748, para. 44).

166. In the present case, the Club Statutes and the NSAT Rules are silent as to whether a third party is entitled to appeal against a decision of the NSAT. That said, the absence of explicit regulatory authorisation is not determinative of the broader issue of “standing”, which is not purely procedural but embodies a broader substantive inquiry that must be satisfied by any appellant seeking a remedy from CAS.

167. In fact, the Sole Arbitrator points out that “standing” pertains to a party’s legal entitlement to appear before the CAS and encompasses a “formal” and a “substantive” element: (i) The “formal” element (also known as “legitimatio ad causam”) requires the appellant to have a legal status entitling it to bring an action against the respondent (CAS 2021/A/8308, para. 57). In other words, the appellant should “own” the right that it claims as affected by the decision (see CAS 2020/A/7590-7591, para. 91); (ii) The “substantive” element (also known as “legal interest”) refers to the appellant having “something at stake” in the dispute. CAS precedents have referred to this aspect as the “aggrievement requirement”: “Only an aggrieved party, having something at stake and thus a concrete interest in challenging a decision adopted by a sports body, may appeal to the CAS against that decision” (CAS 2017/A/5166- 5405, para. 75; CAS 2015/A/4289, para. 132). The Sole Arbitrator is also mindful that, for non-addressees of a first-instance decision, such legal interest must be direct, personal and actual. This is consistent with the broader CAS standard whereby “parties, who are sufficiently affected by a decision, and who have a tangible interest of a financial or sporting nature at stake, may bring a claim, even if they are not addressees of the measure being challenged.” (CAS 2016/A/4924- 4943, para. 85; see also, CAS 2020/A/6922, para. 82).

168. Applying the above principles, the Sole Arbitrator finds that the First Appellant satisfies both the formal and substantive components of standing. Specifically, the Appealed

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Decision directly affects the First Appellant’s asserted mandate to act as President of the Board, as it confirmed the authority of a rival Board elected pursuant to the Al-Jahra Elections. Considering the First Appellant’s claim seeking a declaration of the validity of the Al-Jamih Elections and of his presidency of the Board, the First Appellant is personally and directly impacted by any determination on the validity of said elections. His interest is not abstract or derivative, but rather goes to the core of his alleged right to hold governance and representational powers at the Club (see also CAS 2013/A/3140, paras. 8.3 and 8.4).

169. In this sense, the First Appellant both “owns” the right he claims to be affected and satisfies the “aggrievement requirement” reflected in CAS jurisprudence. Accordingly, the Sole Arbitrator concludes that the First Appellant has a sufficiently direct, personal and actual interest justifying his standing to bring the present appeal, notwithstanding that he was not formally named as an addressee of the Appealed Decision.

170. Turning to the standing of the Second Appellant, the Sole Arbitrator notes at the outset that, unlike the First Appellant, the Second Appellant was a party in the first-instance proceedings before the NSAT, as he intervened in Case No. 20231123001 and was a named respondent in Case No. 20240228001 (see supra para. 39).

171. In this regard, the Sole Arbitrator further observes that the Second Appellant participated in the NSAT proceedings in his capacity as Rapporteur of the Electoral Committee and has maintained that capacity in this appeal, as also confirmed during the hearing. The Second and Third Respondent’s objection that the Second Appellant lacks authority to represent the Electoral Committee in judicial or arbitral proceedings alone is misplaced, as this alleged incapacity did not prevent his full participation before the NSAT, where he – together with the other four members of the Electoral Committee – was treated as a proper party and acted throughout in his capacity as Rapporteur. It would be inconsistent to deny him standing at the appeal stage based on an alleged incapacity that did not impede his participation at the first instance proceeding.

172. Therefore, the Sole Arbitrator holds that the Second Appellant satisfies the “formal” requirement of standing to appeal.

173. That said, as to the “substantive” requirement, the Sole Arbitrator observes that in the consolidated NSAT proceedings, although the Second Appellant requested dismissal of the claimants’ case, the NSAT ultimately upheld the validity of the minutes of the 20 November EGA and the 12 December EC Meeting – documents which the Second Appellant is alleged to have signed but which he maintains are forged. For this reason, the Appealed Decision directly engages and prejudices his legal interest and renders him an aggrieved party.

174. Considering the above, the Sole Arbitrator is satisfied that the Second Appellant has fulfilled the formal and substantive elements of standing.

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B. Standing to be sued of non-Parties

175. According to the Second and Third Respondents, the Appellants failed to bring before the CAS certain individuals who were party to the first-instance proceedings before the NSAT.

176. They further contend that the Club ought to have been named as a respondent, given that some of the Appellants’ requests for relief are directed against the Club and that the outcome of this appeal will directly affect its governance, as it is currently administered by the Board elected pursuant to the Al-Jahra Elections.

177. The Sole Arbitrator is mindful that, in accordance with CAS jurisprudence: (i) a party has standing to be sued if it is personally obliged by the “disputed right” at stake, i.e. if said party has some stake in the dispute because something is sought against it (CAS 2020/A/7144, para. 85; CAS 2017/A/5322, paras. 52 et seq; CAS 2008/A/1620, para. 3). When assessing whether a party may have standing to be sued, the relevant question is whether the entity or individual “stands to be sufficiently affected by the matter at hand in order to qualify as a proper respondent within the meaning of the law” (CAS 2017/A/5227, para. 35; see also CAS 2022/A/8737, para. 110). (ii) “no order for relief can be granted which affects the rights and legitimate interests of absent third parties” (CAS 2020/A/7061, para. 125; see also, ex multis, CAS 2019/A/6334 and CAS 2016/A/4642). (iii) failure to summon a party with a material and direct interest in the dispute results in the dismissal of the appeal (see, ex multis, CAS 2023/A/9611; CAS 2021/A/8225; CAS 2021/A/8140; CAS 2020/A/6713). In fact, if a person/entity is deemed as a “necessary party” for granting the reliefs, the Panel would have to dismiss the case and need not look further into the merits (e.g. CAS 2013/A/3228, paras 8.10 to 8.13).

178. Against this background, the Sole Arbitrator must determine whether, in the circumstances of the present case, any individuals or entities not called in the present appeal ought to be considered necessary parties in light of the reliefs sought by the Appellants and the nature of the disputed rights at stake.

179. In this regard, the Sole Arbitrator recalls that the Appellants requested the following principal reliefs (see supra para. 102): “3) Essentially: a) To set aside the Appealed Decision and declare that the Decision rendered by the National Sports Arbitration Tribunal (NSAT) is null and void; b) To rule that the Extraordinary General Assembly of Al Jahra Sporting Club dated 20 November 2023 and its decisions are null and void; c) To decide that the Electoral Committee Meeting dated 12 December 2023 is null and void;

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d) To rule that the elections of the board of directors of Al Jahra Sporting Club dated 17 January 2024 are valid; 4) Subsidiarily: To decide that the Board of Directors elected on the 12th of December 2023 has resigned;”

180. At the outset of this analysis, the Sole Arbitrator is compelled to note that the aforementioned requests require him to consider the Club as a necessary party to these proceedings.

181. In fact, any relief nullifying the deliberations of the General Assembly of the Club, its Electoral Committee, or the Al-Jahra Elections, would directly and materially affect the Club and lead to passing its management on to the Board elected through the Al-Jamih Elections. Said effect cannot be obtained without involving the Board elected through the Al-Jahra Elections that, according to the submissions of the Parties, is currently managing the Club’s affairs, and order it to hand everything over to the Board elected through the Al-Jamih Elections.

182. In particular, the absence of the Club impedes meaningful consideration of requests Nos. 3) d) and 4, which explicitly require the Sole Arbitrator to validate one Board and deem another to have resigned: measures that have immediate and unavoidable consequences for the Club’s current leadership and administrative authority.

183. Furthermore, even the other substantive requests Nos. 3 a), 3 b) and 3 c) – though not formally framed against the Club – would, if granted, annul the very acts that constitute the legal foundation of the Al-Jahra Elections and thus dismantle the current governance structure of the Club. Indeed, annulment of the Appealed Decision, the 20 November EGA, and the 12 December EC Meeting, inevitably entails the invalidation of the Board currently administering the Club. Such consequences would alter the Club’s legal interest regardless of whether the requests for relief formally name the Club as the target.

184. On this point, the Sole Arbitrator is of the view that, although the First Appellant filed his appeal claiming to be the “President of Al Jahra Sporting Club”, the Club was not formally represented nor summoned in these proceedings.

185. Notably, the Sole Arbitrator observes that, according to Article 39 of the Club Statutes: “The Chairman of the Board of Directors is responsible for the following: 1. Representing the club before the judiciary and other authorities”

186. In this respect, the Sole Arbitrator recalls that the NSAT Decision of 4 September 2023 led to the necessary substitution of the Dissolved Board and, at first, the Interim Board, chaired by the Second Respondent, was appointed to temporarily manage the Club’s affairs, to be then substituted by the newly elected Board.

187. Although the Appellants contest the legitimacy of the appointment of the Interim Board, and the Parties are in disagreement as to the Board that was validly appointed to represent the Club – either through the Al-Jamih Elections, as held by the Appellants, or through the Al-Jahra Elections, as argued by the Second and Third Respondents – the Sole Arbitrator highlights that, at the hearing, both the Appellants and the Second and Third

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Respondents pointed out that the Board elected through the Al-Jahra Elections is currently managing the Club that, in any case, is not a party to these proceedings.

188. Notably: (i) The Second and Third Respondents’ counsel stated that “the General Assembly held on 15 February has declared the victory of the list of Al-Jahra by acclamation. The new board was recognised and accredited by the Kuwait authorities with a power of signature and representing the Club before all sports structures and is working normally until today”. (ii) The Appellants’ counsel stated the following: “we did not file the appeal against Jahra Club President, alleged President, Mr. Youssef Al-Enezi, or against Jahra Club itself, because they were not in the first instance, they were not present in the first instance. And we are filing the appeal against the Respondents according to their position, their positions, during the proceedings at the first instance”

189. Therefore, regardless of the legitimacy of the Al-Jahra Elections, which is contested, the Parties undisputedly confirmed that the Club is not a party to these proceedings and is currently being legally represented by the Board elected through said elections, which is not here before the CAS.

190. Moreover, in any case, the Appellants’ allegation that the Club was not represented in the proceedings in the first instance is incorrect. In fact, one of the respondents before the NSAT objected to the parties’ standing due to the lack of representation of the Club, emphasising that the claimants in case No. 20240228001 “did not address the Chairman of the Board of Directors of Al-Jahra Sports Club in his capacity, nor the Interim Committee formed by the Extraordinary General Assembly”, although “the Chairman of the Interim Committee and the Chairman of the Board of Directors have the legal capacity to represent the club before the judiciary pursuant to the Articles of Association”. The NSAT, however, dismissed said argument, noting that the President of the Interim Board was, in said capacity, a party to the proceedings in case No. 20231123001, to which case No. 20240228001 had been then joined.

191. In light of all the above, the Sole Arbitrator concludes that, regardless of the possibility that other individuals needed to be summoned in these proceedings, the absence of the Club is in itself sufficient to conclude that the current Respondents in this case lack standing to be sued in relation to the reliefs sought, as the latter cannot be adjudicated without the participation of an entity whose legal sphere would be directly affected by the award. Specifically, the Sole Arbitrator further observes that no separable or autonomous relief could be adjudicated in the present proceedings without, directly or indirectly, affecting the rights, powers, or institutional structure of the Club.

192. Accordingly, the appeal must be dismissed.

193. Said conclusions render it unnecessary for the Sole Arbitrator to address any other requests made by the Parties. Consequently, all other or further claims or requests submitted by the Parties are hereby dismissed in their entirety. In this respect, for the avoidance of doubt, the Sole Arbitrator emphasises that the dismissal of the present appeal is grounded exclusively on preliminary considerations relating to standing to be sued and the absence of a necessary party to the proceedings. The Sole Arbitrator has not

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undertaken, and does not undertake, any determination as to the substantive legality or illegality of the elections, General Assembly meetings, Electoral Committee meetings, or any governance acts of the Club that were discussed in the Parties’ submission and observations, including the various criminal proceedings and related investigations in Kuwait.

XI. COSTS

(…)

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ON THESE GROUNDS

The Court of Arbitration for Sport rules that:

1. The Appeal filed on 22 August 2024 by Mr Khalaf Alshammri and Mr Ali Alshammari against the decision rendered by the National Sports Arbitration Tribunal of Kuwait on 19 August 2024 is dismissed.

2. (…).

3. (…).

4. All other and further motions or requests submitted by the Parties are hereby dismissed.

Seat of arbitration: Lausanne, Switzerland

Date: 6 March 2026

THE COURT OF ARBITRATION FOR SPORT

Mario Vigna Sole Arbitrator