SCHEDULE: Kaspi.kz Finalizes Majority Stake in D-MARKET Electronic Services & Trading

Joint Stock Company Kaspi.kz has completed the payment of deferred consideration and terminated the share pledge agreement related to its 66.35% beneficial ownership in D-MARKET Electronic Services & Trading.

Summary

• Joint Stock Company Kaspi.kz (the "Reporting Person") filed Amendment No. 1 to its Schedule 13D regarding its beneficial ownership of Ordinary Shares in D-MARKET Electronic Services & Trading (the "Issuer").
• The amendment reports a change in the nature of beneficial ownership, specifically the termination of a Share Pledge Agreement.
• On July 28, 2025, the Reporting Person paid the Deferred Cash Consideration to the sellers of the shares.
• Upon payment, the pledged shares were released, and the Share Pledge and Share Pledge Agreement terminated.
• As of the date of this Amendment No. 1, the Reporting Person beneficially owns 213,246,220 Ordinary Shares of the Issuer.
• This ownership represents 66.35% of the total outstanding Ordinary Shares, based on 321,382,906 Ordinary Shares as reported on the Issuer's Form 20-F filed on April 30, 2025.
• The original purchase of these shares occurred on January 29, 2025, using cash on hand.

Sentiment

Score: 7

Explanation: The sentiment is positive as it signifies the successful completion of a significant financial obligation and the removal of an encumbrance on a majority stake, solidifying the investor's position. It's a procedural positive, not necessarily indicating new growth or operational improvements.

Positives

• The completion of the Deferred Cash Consideration payment and the termination of the Share Pledge Agreement remove a financial encumbrance for Kaspi.kz, solidifying its unencumbered control over the majority stake.
• The transaction's finalization provides clarity regarding the ownership structure of D-MARKET Electronic Services & Trading.

Risks

• The Reporting Person retains flexibility to re-examine its investment from time to time, potentially acquiring additional Ordinary Shares or taking other unspecified courses of action depending on market conditions, investment opportunities, and liquidity requirements, which could introduce future uncertainty regarding the Issuer's ownership structure.

Future Outlook

The Reporting Person intends to periodically re-examine its investment in D-MARKET Electronic Services & Trading. Depending on prevailing market conditions, other investment opportunities, liquidity requirements, or other material investment considerations, the Reporting Person may acquire additional Ordinary Shares. No specific future courses of action have been determined, and the Reporting Person reserves the right to change its plans.

Industry Context

This filing represents a procedural update to a significant ownership stake in an electronic services and trading company, reflecting the finalization of a previously disclosed acquisition. It highlights continued consolidation or strategic investment activities within the digital services and e-commerce sectors, particularly in emerging markets like Turkiye, where foreign investment can play a crucial role in market development.

Stakeholder Impact

• Shareholders of Kaspi.kz: Confirmation of the finalization of a significant investment, potentially reducing future financial obligations related to the acquisition.
• Shareholders of D-MARKET Electronic Services & Trading: Clarity on the majority ownership structure, with Kaspi.kz now holding unencumbered control over 66.35% of shares.

Next Steps

• The Reporting Person will continue to re-examine its investment in the Issuer from time to time.
• The Reporting Person may acquire additional Ordinary Shares in the future, depending on various factors.

Key Dates

Recommendation

This filing is a procedural update confirming the completion of a previously disclosed acquisition and the termination of a share pledge. It does not contain new financial performance data, strategic shifts, or operational insights that would warrant a change in investment recommendation. The information primarily confirms the status quo of a significant ownership stake, which was already known to the market.

Keywords

Kaspi.kz, D-MARKET Electronic Services & Trading, SEC Filing, Schedule 13D/A, Beneficial Ownership, Share Pledge Agreement, Deferred Consideration, Equity Stake, Investment, Kazakhstan, Turkiye