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

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 (the "Reporting Person") filed Amendment No. 5 to its Schedule 13D regarding D-MARKET Electronic Services & Trading (the "Issuer").
• On December 23, 2025, the Issuer completed a share capital increase of 35,842,294 Ordinary Shares.
• The Reporting Person exercised its pre-emptive right, subscribing for 29,841,006 Ordinary Shares, and further acquired an additional 6,001,288 Ordinary Shares from the capital increase that other shareholders did not subscribe to.
• Total acquisition from the capital increase was 35,842,294 Ordinary Shares for an aggregate purchase price of TRY 4,171,960,010.85 (approximately USD 100 million).
• Between December 15 and December 17, 2025, the Reporting Person purchased an additional 2,280,718 Ordinary Shares (represented by ADSs) from unrelated parties in privately negotiated transactions.
• These open market purchases were made at USD 2.95 per share, totaling USD 6,728,118.10.
• The source of funding for these acquisitions was the Reporting Person's working capital.
• As a result of these transactions, the Reporting Person now beneficially owns 271,352,901 Ordinary Shares, representing 75.96% of the Issuer's total outstanding Ordinary Shares.
• The percentage ownership is calculated based on 357,225,200 total outstanding Ordinary Shares, which includes 321,382,906 shares reported on the Issuer's Form 20-F plus the 35,842,294 shares from the capital increase.

Sentiment

Score: 8

Explanation: The filing indicates a strong strategic move by Kaspi.kz to consolidate control over D-MARKET, demonstrating confidence and commitment. The significant increase in ownership to a controlling stake is a positive signal for Kaspi.kz's strategic objectives, though it's a factual update rather than a performance report.

Positives

• Kaspi.kz has significantly increased its controlling interest in D-MARKET Electronic Services & Trading to 75.96%, indicating a strong strategic commitment.
• The acquisition demonstrates a clear intent by Kaspi.kz to integrate or further influence the Issuer's operations, potentially unlocking synergies.
• The use of working capital for the purchases suggests financial strength and liquidity of Kaspi.kz.

Risks

• The Reporting Person's investment strategy is subject to ongoing evaluation of the Issuer's business, prospects, strategic alternatives, price levels of the Issuer's securities, general market, industry, and economic conditions, and other future developments.

Future Outlook

The Reporting Person's purpose for these transactions is to achieve a controlling interest in the Issuer. Kaspi.kz will continue to re-examine its investment and may consider, explore, or develop plans and proposals regarding the Issuer's business, prospects, strategic alternatives, and market conditions.

Management Comments

• "The purpose of the Reporting Person's transactions in the Issuer's securities, including the transactions reported in this Amendment No. 5, 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, but not limited to: 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, a prominent fintech and e-commerce player in Kazakhstan, in D-MARKET Electronic Services & Trading (Hepsiburada), a leading Turkish e-commerce platform, suggests a strategic move to consolidate control and potentially integrate operations or leverage synergies within the broader e-commerce and digital services sector across emerging markets. It reflects a trend of regional consolidation and expansion by dominant digital players.

Comparison to Industry Standards

• The acquisition of a 75.96% controlling stake by Kaspi.kz in D-MARKET Electronic Services & Trading (Hepsiburada) is a significant consolidation move, comparable to strategic acquisitions seen in the global e-commerce sector where larger players seek to dominate specific regional markets or expand their ecosystem.
• For instance, Amazon's acquisitions or Alibaba's investments in Southeast Asian e-commerce platforms like Lazada demonstrate similar strategies of securing dominant market positions.
• The valuation implied by the private transaction price of USD 2.95 per share would need to be benchmarked against recent M&A activities or public market valuations of comparable e-commerce companies in emerging markets, considering factors like market share, growth rates, and profitability.

Stakeholder Impact

• Shareholders of D-MARKET: Increased control by Kaspi.kz could lead to strategic shifts, potential delisting, or changes in operational focus. Minority shareholders might face reduced influence.
• Shareholders of Kaspi.kz: The investment signifies a strategic expansion and consolidation, potentially leading to long-term value creation if synergies are realized.
• Employees of D-MARKET: Potential for operational integration, changes in management, or strategic direction under increased Kaspi.kz control.
• Customers of D-MARKET: Could see changes in service offerings, platform features, or pricing strategies as Kaspi.kz integrates its vision.

Next Steps

• Kaspi.kz will continue to re-examine its investment in D-MARKET on an ongoing basis.
• Kaspi.kz may consider, explore, and/or develop plans and/or formulate proposals with respect to its investment in the Issuer, potentially including actions described in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Key Dates

Recommendation

The filing details a significant increase in Kaspi.kz's beneficial ownership in D-MARKET to a controlling 75.96%. This is a strategic consolidation move, not a report on operational performance or financial results. While it indicates strong commitment and potential future synergies, it does not provide new information to fundamentally alter the investment thesis for existing holders or attract new buyers/sellers based solely on this ownership update. Investors should 'hold' and await further strategic announcements or financial reporting from the now majority-controlled entity to reassess.

Keywords

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