Zain Group believes that effective corporate governance establishes‭ ‬the cornerstone for building trust‭, ‬ensuring business sustainability‭, ‬and protecting the interests of all stakeholders within a‭ ‬business environment characterized by rapid change and growing challenges‭. ‬In light of the global transformations witnessed by the telecommunications sector‭, ‬Zain continues to develop an advanced governance framework that focuses on Board effectiveness‭, ‬robust risk oversight‭, ‬and enhanced accountability and transparency‭, ‬in line with laws and regulations and leading international best practices‭. ‬

Zain’s corporate governance framework emphasizes strengthening the role of the Board of Directors in strategic oversight‭, ‬ensuring the independence and effectiveness of decision-making processes‭, ‬and conducting regular evaluations of the Board and its committees‭, ‬enhancing governance quality and embedding a culture of accountability‭. ‬The Board also places particular importance on the integration of roles between executive management and the Board‭, ‬ensuring clarity of authorities and responsibilities through clearly defined and approved governance frameworks‭. ‬

With the increasing expansion of digital technologies and reliance on data‭, ‬Zain places strong emphasis on technology and data governance‭. ‬The Board oversees frameworks for managing digital risks‭, ‬cybersecurity‭, ‬and operational resilience‭, ‬ensuring the protection of the Company’s digital assets and business continuity‭. ‬Zain also closely monitors developments related to artificial intelligence governance‭ ‬and the responsible use of emerging technologies‭, ‬in line with guidance issued by international organizations and global governance frameworks‭. ‬

Zain’s corporate governance approach reflects a clear commitment to a stakeholder-centric model‭, ‬whereby the Company actively enhances dialogue and engagement with shareholders‭, ‬employees‭, ‬customers‭, ‬suppliers‭, ‬and the wider community‭. ‬This supports balanced decision-making that considers both financial and non-financial aspects‭. ‬Integrated disclosure represents a core pillar of this approach‭, ‬as Zain is committed to providing accurate and transparent disclosures regarding its performance‭, ‬risks‭, ‬and governance‭ ‬and sustainability practices‭. ‬

Zain’s governance framework also places increasing emphasis on enterprise risk management‭, ‬including regulatory developments‭. ‬The Board and its relevant committees regularly review these risks and ensure the Company’s preparedness to address them with efficiency‭. ‬This reflects Zain’s commitment to adopting a preventive and proactive approach to risk management‭, ‬safeguarding business stability over the long term‭. ‬

Zain’s governance culture is grounded in the highest standards of integrity and ethical conduct‭, ‬supported by a comprehensive Code of‭ ‬Conduct and clear frameworks for whistleblowing and the protection of whistleblowers‭. ‬This reinforces trust and fosters a transparent and respectful working environment‭. ‬The Company also continues to invest in awareness and training programs to ensure that governance principles are embedded across all levels of the organization‭. ‬

Through compliance with the requirements issued by regulatory authorities in Kuwait‭, ‬and in alignment with relevant international frameworks‭, ‬principles and standards‭, ‬Zain continues to strengthen its position with a leading corporate governance framework‭ ‬within the telecommunications sector‭. ‬This report reflects the evolution of Zain’s governance practices during 2025‭ ‬and role in supporting sustainability‭, ‬enhancing trust‭, ‬and creating long-term value for all‭ ‬stakeholders‭. ‬

Amid the accelerated transformation of the telecommunications sector toward a technology-company model‭, ‬Zain continues to enhance advanced governance frameworks that support this shift‭, ‬integrating environmental‭, ‬social‭, ‬and governance‭ (‬ESG‭) ‬principles at‭ ‬the core of its operations and business model‭. ‬The Board oversees this transformation to ensure a balance between technological‭ ‬innovation‭, ‬digital risk management‭, ‬stakeholder protection‭, ‬and the responsible use of technology and data‭. ‬This approach reflects Zain’s commitment to adopting sustainable governance that keeps pace with the evolving role of telecommunications companies in the region as a key driver of the digital economy‭, ‬while maintaining the highest standards of transparency‭, ‬accountability‭, ‬and long-term value creation‭. ‬

The Board maintains strong oversight on Zain’s sustainability strategy to support long-term value creation across social‭, ‬economic and environmental impacts‭.‬

Throughout 2025‭, ‬the company achieved major milestones showcasing the company’s commitment to socio-economic development in its operating markets‭. ‬The company achieved an A score under its CDP membership exhibiting Zain’s leadership position in climate transparency and disclosure‭. ‬

Zain also reached around 2,000‭ ‬women under its Women in Tech mentorship program to support their transition into the workforce‭. ‬Under its 3-year partnership with Child Helpline International‭, ‬the company continued to facilitate the helplines in its communities through targeted awareness campaigns and school roadshows‭. ‬

As part of its supply chain management program‭, ‬the company continued to scale its supplier self-assessment and physical audits‭ ‬that following specific frameworks that aim to reduce risk exposure across its value chain‭.‬

The Board of Directors has worked to embed sustainability and environmental and social governance principles within both the operational and strategic frameworks of the Group‭, ‬through regular monitoring of governance responsibilities‭, ‬information security‭,‬‭ ‬and human capital development‭. ‬This has been reflected in Zain’s strong performance across global indices‭, ‬including MSCI‭, ‬where Zain achieved an A rating‭, ‬as well as S&P Global ESG and FTSE4Good‭, ‬where the Company’s results exceeded global industry averages‭, ‬highlighting the maturity of its governance framework and the sustainability of long-term value creation‭. ‬

In 2025‭, ‬Zain received the‭ ‬“Best Corporate Governance”‭ ‬award in Kuwait from World Finance‭, ‬in recognition of the integrity and transparency of its governance practices‭. ‬

The Board of Directors approved the Corporate Governance Report for the year 2025‭, ‬which was prepared in accordance with applicable laws and regulations issued by the relevant governmental and regulatory authorities in Kuwait‭. ‬This report covers the year 2025‭ ‬and is available on the Company’s website‭: ‬

www.zain.com‭ ‬

Establishing an appropriate decision-making framework is one of the pillars of sound corporate governance‭, ‬as it relies on clearly defining responsibilities and providing transparent reports that ensure understanding and oversight of the company’s development‭.‬

Below is an illustrative representation of the company’s organizational framework‭:‬

Below is an illustrative representation of the company’s organizational framework‭:‬