SCHEDULE: Kaspi.kz Boosts D-MARKET Stake to 75.96% Control

Joint Stock Company Kaspi.kz has significantly increased its beneficial ownership in D-MARKET Electronic Services & Trading to 75.96% through a capital increase and open market purchases.

Summary

• Joint Stock Company Kaspi.kz acquired an additional 35,842,294 Ordinary Shares in D-MARKET Electronic Services & Trading through a capital increase on December 23, 2025, for an aggregate purchase price of TRY 4,171,960,010.85 (approximately USD 100 million).
• This acquisition included exercising pre-emptive rights for 29,841,006 shares and subscribing to an additional 6,001,288 shares for which other shareholders did not exercise their rights.
• Between December 15 and December 17, 2025, Kaspi.kz also purchased 2,280,718 Ordinary Shares (represented by ADSs) from unrelated parties in privately negotiated transactions at a price of USD 2.95 per share, totaling USD 6,728,118.10.
• These transactions increased Kaspi.kz's beneficial ownership to 271,352,901 Ordinary Shares, representing 75.96% of D-MARKET's total outstanding shares.
• The funding for these purchases was sourced from Kaspi.kz's working capital.

Sentiment

Score: 8

Explanation: The filing indicates a strong, deliberate move by Kaspi.kz to secure a controlling interest in D-MARKET, demonstrating confidence and strategic intent. The successful execution of both pre-emptive rights and additional share subscriptions highlights a positive outlook for the Reporting Person's investment strategy.

Positives

• Kaspi.kz has successfully achieved a controlling interest in D-MARKET Electronic Services & Trading, now owning 75.96% of the total outstanding shares.
• The ability to subscribe to additional shares not taken by other shareholders during the capital increase demonstrates Kaspi.kz's strategic agility and strong financial capacity.
• The increased stake signifies a strong commitment to the investment in D-MARKET and its strategic importance to Kaspi.kz.

Risks

• Kaspi.kz's investment in D-MARKET is subject to ongoing evaluation of the Issuer's business, prospects, and strategic alternatives.
• Future actions by Kaspi.kz regarding its investment will be dependent upon factors such as price levels of D-MARKET's securities, general market, industry, and economic conditions.
• Kaspi.kz may consider, explore, and/or develop plans and/or formulate proposals with respect to its investment, which could include significant corporate changes for D-MARKET as described in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Future Outlook

Kaspi.kz intends to maintain a controlling interest in D-MARKET Electronic Services & Trading and will continuously re-examine its investment. Future actions will be dependent on an ongoing evaluation of D-MARKET's business, prospects, strategic alternatives, security price levels, and general market conditions. Kaspi.kz may consider or formulate proposals regarding its investment, including potential corporate actions.

Management Comments

• The purpose of the Reporting Person's transactions in the Issuer's securities... is to have a controlling interest in the Issuer.
• The Reporting Person re-examines its investment in the Issuer on a continuing basis.
• Any actions the Reporting Person might undertake with respect to its investment may be made at any time and from time to time and will be dependent upon the Reporting Person's review of numerous factors, including... ongoing evaluation of the Issuer's business, prospects and strategic alternatives; price levels of the Issuer's securities; general market, industry and economic conditions; and other factors and future developments.

Industry Context

This increased stake by Kaspi.kz in D-MARKET Electronic Services & Trading (HEPS) signifies a consolidation of power in the Turkish e-commerce sector. Kaspi.kz, a leading fintech and e-commerce platform from Kazakhstan, is deepening its presence in the broader Eurasian market, potentially leveraging D-MARKET's established position in Turkey. This move aligns with a trend of regional leaders expanding their influence through strategic acquisitions and increased ownership in key market players.

Comparison to Industry Standards

• The filing does not provide sufficient information to make a specific comparison to global benchmarks or comparable companies/projects.

Stakeholder Impact

• Shareholders (D-MARKET): Minority shareholders will now have a dominant controlling shareholder, which could significantly influence future strategic decisions, dividend policies, and liquidity.
• Management (D-MARKET): Kaspi.kz's controlling interest suggests potential for substantial influence over D-MARKET's management team and strategic direction.
• Shareholders (Kaspi.kz): The increased investment represents a significant strategic allocation of working capital towards expanding control in a key market player, potentially impacting Kaspi.kz's overall risk profile and growth trajectory.

Next Steps

• Kaspi.kz will continue to re-examine its investment in D-MARKET Electronic Services & Trading on an ongoing basis.
• Kaspi.kz may consider, explore, and/or develop plans and/or formulate proposals with respect to its investment, potentially including significant corporate actions for D-MARKET.

Key Dates

Recommendation

For existing shareholders of D-MARKET, the acquisition of a controlling stake by Kaspi.kz introduces significant uncertainty regarding future strategic direction and potential corporate actions. While a strong strategic investor can be beneficial, the lack of explicit plans beyond 'controlling interest' warrants a 'hold' position to observe Kaspi.kz's next moves. For Kaspi.kz shareholders, this represents a significant strategic investment, but the immediate impact on its own stock would depend on the market's perception of this consolidation and future synergies. Without further details on the strategic integration or financial performance implications, a 'hold' is prudent for both.

Keywords

Kaspi.kz, D-MARKET Electronic Services & Trading, HEPS, Schedule 13D/A, Beneficial Ownership, Controlling Interest, Share Capital Increase, Equity Investment, E-commerce, Kazakhstan, Turkey