Integrity of Financial Reporting

These declarations are included in the financial statements of the 2025 Annual Report.

There were no inconsistencies between the Audit Committee recommendations and the decisions of the Board of Directors during 2025‭.‬

The independence and objectivity of the external auditor are fundamental pillars of a sound corporate governance framework‭, ‬given their critical role in ensuring the integrity and accuracy of financial reporting and in strengthening the confidence of investors and stakeholders in the Company’s financial information‭. ‬Independent auditing supports transparency‭, ‬enhances the quality of disclosure‭, ‬and reinforces the reliability of financial data as a basis for effective decision-making‭ ‬
and oversight‭. ‬

The external audit process is governed by the legal and regulatory frameworks set out in the Companies Law and the rules and instructions issued by the CMA, which clearly define the requirements for the accreditation and independence of external auditors, as well as the professional standards to be observed when preparing audit reports and verifying the accuracy of the Company’s financial statements.

Zain is committed to ensuring that the external auditor remains independent from the Company and its Board of Directors and does‭ ‬not perform any additional services that could compromise professional objectivity or independence‭. ‬In this regard‭, ‬the Audit Committee plays a key role by reviewing and evaluating the performance of the external auditor and recommending to the Board of Directors the appointment‭, ‬reappointment‭, ‬or replacement of the external auditor‭, ‬including the review of audit fees and engagement letters‭. ‬The external auditor is appointed by the Ordinary General Assembly based on the Board’s recommendation‭, ‬subject to full compliance with applicable regulatory requirements‭. ‬

This includes‭, ‬in particular‭: ‬

• The external auditor being accredited and registered with the Capital Markets Authority in accordance with the approved auditor‭ ‬registration system‭. ‬
• Full independence from the Company and its Board of Directors‭, ‬and the absence of any non-audit services that may affect objectivity or independence‭. ‬

Audited financial statements represent a basis of effective corporate governance‭, ‬as they provide a reliable assessment of the Company’s financial position and performance‭, ‬enhance compliance with laws and accounting standards‭, ‬and reinforce the principles of transparency and accountability‭. ‬These statements also build confidence among shareholders and regulatory authorities and enable them to exercise effective oversight based on clear and accurate information‭. ‬

As part of the Group’s commitment to the highest standards of transparency and accuracy in financial reporting‭, ‬the Group convened an Extraordinary General Assembly during 2025‭. ‬The Assembly approved authorizing the Board of Directors to utilize reserves‭ (‬statutory and voluntary‭) ‬and share premium to address any accumulated losses that may arise as a result of applying International Accounting Standard‭ (‬IAS 29‭) ‬related to financial reporting in hyperinflationary economies‭, ‬in connection with the Company’s operations in Sudan for prior years‭, ‬when preparing the financial statements for the fiscal year ended 31‭ ‬December 2025‭.‬

This measure reflects a responsible approach to managing the accounting implications arising from exceptional economic conditions‭, ‬ensuring the integrity of the Company’s financial position and safeguarding shareholders’‭ ‬rights‭. ‬As a result of this sound regulatory and financial treatment‭, ‬the Group’s financial statements for the fiscal year 2025‭ ‬were approved with an unqualified audit opinion‭, ‬confirming the integrity of the‭ ‬financial reporting and its compliance with International Financial Reporting Standards‭ (‬IFRS‭).‬

The Company’s accounting system has been designed to ensure comprehensive financial management, encompassing the identification, classification, analysis, recording, and reporting of financial transactions, while maintaining accountability over assets and liabilities. The external auditor is an integral part of this framework, entrusted with verifying the accuracy and integrity of the financial statements, ensuring compliance with applicable laws, regulations, and accounting standards, and providing an independent professional assessment of the Company’s financial position, operating results, and cash flow management, as well as an evaluation of accounting practices and potential risks.

The Board of Directors ensures that the external auditor is provided with sufficient time and resources to gain a thorough understanding of the Company’s operations and business activities. The Audit Committee carefully reviews the external auditor’s report and opinion, follows up on observations and recommendations, and coordinates with executive management to address them proactively, thereby supporting ongoing compliance and operational excellence.

The external auditor holds regular quarterly meetings with the Audit Committee and has the right to request meetings with the Committee without the presence of executive management whenever necessary‭. ‬In addition‭, ‬the Board of Directors is obligated to convene a General Assembly meeting within a period not exceeding 15‭ ‬days from the date of a request by the external auditor‭, ‬in accordance with regulatory requirements‭. ‬

The external auditor attends General Assembly meetings and presents the audit report to shareholders for approval of the financial statements‭, ‬disclosing any obstacles or interference encountered during the performance of audit duties‭. ‬The external auditor‭ ‬is also required to notify the Capital Markets Authority of any material violations or challenges that may affect the independence or integrity of the audit process‭. ‬

Based on the above‭, ‬the Company has appointed KPMG as its independent external auditor‭. ‬The Company confirms that the appointed‭ ‬auditor does not provide any additional services outside the scope of audit and review services‭, ‬thereby ensuring full compliance with independence and governance requirements‭. ‬

This comprehensive approach reflects Zain’s commitment to the highest standards of transparency‭, ‬accountability‭, ‬regulatory compliance‭, ‬and international best practices in corporate governance‭, ‬reinforcing the confidence of regulators‭, ‬investors‭, ‬and stakeholders in the Company’s financial reporting and overall institutional performance‭. ‬

20‭ ‬years of excellence‭: ‬KPMG has been operating in Kuwait for more than two decades through its member firms KPMG Al-Qenae‭ & ‬Partners and KPMG Advisory W.L.L‭., ‬providing Audit‭, ‬Tax and Advisory services‭. ‬By enhancing agility‭, ‬strengthening connectivity and investing in key talent and technology‭, ‬we are building a future-focused organization that can help tackle critical challenges through trusted insight‭, ‬advice and analysis‭. ‬

Local expertise backed by global pedigree‭: ‬With‭ ‬~250‭ ‬employees and 10‭ ‬partners based in Kuwait‭, ‬KPMG Kuwait is part of and draws‭ ‬insight from a larger network of KPMG member firms operating in 138‭ ‬countries and territories with 276,000‭ ‬partners/employees ready to help clients navigate complexities that transcend borders‭. ‬

Making impact matter‭: ‬KPMG strives to drive positive change collaborating with and advising key public‭, ‬private‭, ‬as well as for‭-‬‭ ‬and not-for-profit organizations to enable progress‭, ‬prosperity and sustainability that can help build a better world for future generations‭. ‬

The total fees for audit and other assurance services for the Group and its subsidiaries amounted to KWD 1.772 million (2024: KWD 1.518 million).