SCHEDULE: Kaspi.kz Boosts D-MARKET Stake, Backs Capital Increase

Kaspi.kz is increasing its ownership in D-MARKET Electronic Services & Trading through a new share purchase and intent to participate in a capital increase.

Summary

• Joint Stock Company Kaspi.kz (Reporting Person) filed Amendment No. 2 to its Schedule 13D regarding D-MARKET Electronic Services & Trading (Issuer).
• On November 11, 2025, Kaspi.kz agreed to purchase 10,000,000 Ordinary Shares from TurkCommerce B.V. for an aggregate purchase price of USD 29,500,000.
• The closing of this share purchase transaction is expected to occur on or about November 18, 2025, subject to customary closing conditions.
• D-MARKET announced on October 20, 2025, its intention to seek shareholder approval for a share capital increase of 35,842,294 Ordinary Shares at an Extraordinary General Assembly meeting on November 17, 2025.
• Kaspi.kz intends to vote in favor of the proposed Capital Increase.
• Kaspi.kz plans to exercise its preemptive rights to subscribe for its pro rata portion of 29,841,006 Ordinary Shares in the Capital Increase.
• Kaspi.kz may also subscribe for all or a portion of the remaining 6,001,288 Ordinary Shares in the Capital Increase if other shareholders do not exercise their preemptive rights.
• Kaspi.kz's aggregate beneficial ownership is 213,246,220 Ordinary Shares, representing 66.35% of the class.

Sentiment

Score: 7

Explanation: The filing indicates a strong commitment and increased investment by a major shareholder, Kaspi.kz, in D-MARKET. This suggests confidence in the Issuer's prospects and a strategic move to consolidate ownership. While it involves a capital raise which can be dilutive, Kaspi.kz's full participation mitigates its own dilution and signals positive intent.

Positives

• Kaspi.kz is increasing its stake in D-MARKET, indicating strong confidence in the Issuer's future prospects and strategic direction.
• The acquisition of 10,000,000 shares for USD 29,500,000 strengthens Kaspi.kz's position as a major shareholder.
• Kaspi.kz's intent to fully participate in the capital increase demonstrates a deep commitment and will prevent dilution of its existing ownership percentage.
• The potential to acquire additional shares beyond its pro rata portion could further consolidate Kaspi.kz's control or influence over D-MARKET.

Negatives

• The proposed capital increase will dilute existing D-MARKET shareholders who do not participate by exercising their preemptive rights.
• Kaspi.kz is committing significant capital (USD 29,500,000 for the direct purchase, plus additional funds for the capital increase) which represents a substantial investment.

Risks

• The closing of the 2025 Stock Purchase Agreement is subject to customary closing conditions, meaning it is not yet finalized.
• The proposed Capital Increase requires shareholder approval at an Extraordinary General Assembly meeting, which is not guaranteed.
• Kaspi.kz's future actions regarding its investment in D-MARKET are subject to ongoing evaluation of the Issuer's business, prospects, strategic alternatives, security price levels, and general market conditions, implying potential changes in investment strategy.

Future Outlook

Kaspi.kz will continue to re-examine its investment in D-MARKET on an ongoing basis. Future actions regarding its investment will be dependent upon Kaspi.kz's review of numerous factors, including D-MARKET's business, prospects, strategic alternatives, security price levels, and general market, industry, and economic conditions. Kaspi.kz may consider, explore, and/or develop plans and proposals with respect to its investment, including actions described in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Management Comments

• "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..."

Industry Context

This filing indicates a strategic move by Kaspi.kz, a prominent player in Kazakhstan's fintech and e-commerce sectors, to significantly increase its ownership and influence in D-MARKET Electronic Services & Trading, a company based in Turkey. This could signal Kaspi.kz's intent to expand its footprint or consolidate its position within the broader e-commerce and digital services market, potentially leveraging D-MARKET's operations or market access.

Stakeholder Impact

• Shareholders (D-MARKET): Those who do not participate in the capital increase will experience dilution of their ownership. Those who do participate will maintain their pro rata ownership but will need to invest additional capital. Kaspi.kz's increased stake could lead to greater control and influence over D-MARKET's strategic direction.
• TurkCommerce B.V.: Will receive USD 29,500,000 from the sale of 10,000,000 Ordinary Shares to Kaspi.kz.

Next Steps

• Closing of the 2025 Stock Purchase Agreement on or about November 18, 2025.
• Extraordinary General Assembly meeting on November 17, 2025, for shareholder approval of the Capital Increase.
• Kaspi.kz to exercise preemptive rights and subscribe for shares in the Capital Increase.
• Kaspi.kz to continue re-examining its investment in D-MARKET.

Key Dates

Recommendation

The filing indicates a significant increase in a major shareholder's stake and support for a capital raise, which generally signals confidence in the company's future. However, the capital raise itself can be dilutive for non-participating shareholders. For existing shareholders, holding is appropriate to observe the impact of the increased ownership and the strategic direction under Kaspi.kz's growing influence. For potential investors, it suggests a company with strong backing, but further analysis of the capital raise terms and D-MARKET's underlying business performance would be crucial before a 'buy' recommendation.

Keywords

D-MARKET Electronic Services & Trading, Kaspi.kz, Schedule 13D, beneficial ownership, stock purchase agreement, capital increase, preemptive rights, ordinary shares, TurkCommerce B.V., SEC filing