SCHEDULE: Kaspi.kz Boosts Stake in D-MARKET to 72.57%

Joint Stock Company Kaspi.kz has increased its beneficial ownership in D-MARKET Electronic Services & Trading to 72.57% through a recent share purchase.

Summary

• Joint Stock Company Kaspi.kz, the Reporting Person, has filed Amendment No. 4 to its Schedule 13D regarding its beneficial ownership in D-MARKET Electronic Services & Trading.
• On December 3, 2025, Kaspi.kz agreed to purchase an aggregate of 9,983,669 Ordinary Shares (represented by ADSs) of D-MARKET Electronic Services & Trading.
• The shares were acquired from two unrelated counterparties at a purchase price of $2.95 per share.
• The total aggregate purchase price for these shares was USD 29,451,823.55.
• The source of funding for these purchases was the working capital of Joint Stock Company Kaspi.kz.
• As of the date of this Amendment No. 4, Kaspi.kz beneficially owns 233,229,889 Ordinary Shares of D-MARKET Electronic Services & Trading.
• This beneficial ownership represents 72.57% of the total outstanding Ordinary Shares of D-MARKET Electronic Services & Trading, based on 321,382,906 Ordinary Shares reported in the Issuer's Form 20-F filed on April 30, 2025.

Sentiment

Score: 8

Explanation: The significant increase in beneficial ownership by a major strategic investor like Kaspi.kz in D-MARKET Electronic Services & Trading is a strong positive signal. It indicates high confidence in the target company's value and future prospects, potentially leading to enhanced strategic alignment and operational support. This move strengthens Kaspi.kz's control, which can be viewed favorably by the market.

Positives

• Joint Stock Company Kaspi.kz, a significant strategic investor, has increased its beneficial ownership in D-MARKET Electronic Services & Trading, signaling strong confidence in the Issuer's future.
• The acquisition of additional shares strengthens Kaspi.kz's control and influence over D-MARKET Electronic Services & Trading, potentially leading to more cohesive strategic direction.

Future Outlook

This filing does not contain any explicit forward-looking statements or guidance regarding the Issuer's or Reporting Person's future operations or financial performance.

Management Comments

• Mikheil Lomtadze, Chief Executive Officer of Joint Stock Company Kaspi.kz, certified the information set forth in this statement as true, complete, and correct to the best of his knowledge and belief.

Industry Context

Kaspi.kz, a leading fintech and e-commerce platform primarily operating in Kazakhstan, has further solidified its position in D-MARKET Electronic Services & Trading, a prominent Turkish e-commerce company. This increased stake suggests a continued strategic interest in the Turkish market and potentially deeper integration or control over D-MARKET's operations, aligning with broader trends of regional expansion and consolidation in the digital commerce sector.

Related Party Transactions

• The shares were purchased from two unrelated counterparties, indicating an arm's-length transaction.

Stakeholder Impact

• Shareholders of D-MARKET Electronic Services & Trading may view the increased stake by Kaspi.kz as a vote of confidence, potentially stabilizing or positively influencing the share price.
• For Kaspi.kz, this transaction increases its control and strategic influence over a key investment, potentially enhancing its regional market presence and long-term growth prospects.

Key Dates

Recommendation

The filing indicates a significant increase in beneficial ownership by Joint Stock Company Kaspi.kz in D-MARKET Electronic Services & Trading, raising its stake to 72.57%. This move, funded by Kaspi.kz's working capital, signals strong confidence from a major strategic investor. While not directly impacting operational performance, such a substantial increase in control could lead to strategic shifts or deeper integration, which may be positive long-term. Investors should hold and monitor for further strategic announcements or operational impacts resulting from this increased ownership.

Keywords

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