SCHEDULE: Kaspi.kz Finalizes Majority Stake in D-MARKET, Share Pledge Terminated

Joint Stock Company Kaspi.kz has finalized its acquisition of D-MARKET Electronic Services & Trading shares, terminating the Share Pledge Agreement and confirming full beneficial ownership of 66.35%.

Summary

• Joint Stock Company Kaspi.kz filed Amendment No. 1 to its Schedule 13D regarding D-MARKET Electronic Services & Trading, reporting a change in the nature of its beneficial ownership.
• On July 28, 2025, Kaspi.kz paid the Deferred Cash Consideration to the sellers of the Ordinary Shares.
• Following the payment, the previously pledged shares were released, and the Share Pledge and Share Pledge Agreement terminated.
• Kaspi.kz beneficially owns 213,246,220 Ordinary Shares of D-MARKET Electronic Services & Trading, representing 66.35% of the total outstanding Ordinary Shares.
• The percentage ownership is based on 321,382,906 Ordinary Shares as reported on D-MARKET's Form 20-F filed with the SEC on April 30, 2025.
• The original purchase of these Ordinary Shares by Kaspi.kz occurred on January 29, 2025, using cash on hand.

Sentiment

Score: 8

Explanation: The filing confirms the successful completion of a significant share acquisition by Kaspi.kz, removing a previous encumbrance (share pledge) and solidifying its majority control over D-MARKET. This administrative update is positive as it indicates the finalization of a strategic investment.

Positives

• Kaspi.kz has completed the payment for the shares, removing any deferred payment obligations and financial contingencies.
• The termination of the Share Pledge Agreement grants Kaspi.kz full, unencumbered control over its 66.35% majority stake in D-MARKET.
• Kaspi.kz maintains a significant majority stake (66.35%) in D-MARKET, indicating strong control and strategic influence over the Issuer's operations and future direction.

Future Outlook

Kaspi.kz intends to re-examine its investment in D-MARKET from time to time and may acquire additional Ordinary Shares depending on prevailing market conditions, other investment opportunities, liquidity requirements, or other material investment considerations. Kaspi.kz reserves the right to change its purpose or adopt new plans regarding the Issuer in the future.

Management Comments

• We intend to re-examine our investment in D-MARKET from time to time and may acquire additional Ordinary Shares based on market conditions, investment opportunities, and liquidity requirements.
• Our future actions regarding D-MARKET are dependent on our evaluation of various factors, including the Issuer's prospects, general market, and economic conditions.

Industry Context

This filing signifies the full consolidation of Kaspi.kz's majority stake in D-MARKET Electronic Services & Trading, a move that could strengthen Kaspi.kz's presence in the Turkish digital services and e-commerce market, aligning with broader trends of cross-border digital expansion and consolidation in the fintech and e-commerce sectors.

Stakeholder Impact

• Shareholders of Kaspi.kz: Confirms full control and unencumbered ownership of a significant strategic asset, potentially enhancing long-term value.
• Shareholders of D-MARKET Electronic Services & Trading: Provides clarity on the majority shareholder's stable position and future intentions, which could influence market perception.
• Sellers (Hanzade Vasfiye Dogan Boyner, Vuslat Dogan Sabanci, Yasar Begumhan Dogan Faralyali, and Isil Dogan): Received the Deferred Cash Consideration, completing their divestment from D-MARKET.

Next Steps

• Kaspi.kz intends to re-examine its investment in D-MARKET from time to time.
• Kaspi.kz may acquire additional Ordinary Shares depending on market conditions and other investment considerations.
• Kaspi.kz reserves the right to change its plans or proposals regarding the Issuer in the future.

Key Dates

Recommendation

The filing confirms the successful completion of Kaspi.kz's acquisition of a majority stake in D-MARKET, removing any prior encumbrances. This solidifies Kaspi.kz's strategic position and control over D-MARKET. While positive, it is an administrative update confirming a previously known transaction's finalization rather than a new catalyst for significant price movement, suggesting a 'hold' position for investors to observe future strategic developments.

Keywords

Kaspi.kz, D-MARKET Electronic Services & Trading, Schedule 13D/A, Beneficial Ownership, Share Pledge Agreement, Acquisition, Turkey, Kazakhstan, E-commerce, Fintech