Announcement of Extraordinary General Meeting Results

Rhea-AI Summary

Kaspi.kz (KSPI) held an Extraordinary General Meeting on November 19, 2024, where shareholders approved several key resolutions. The company declared a dividend of KZT 850 per common share for Q3 2024, with payments starting November 19, 2024. The meeting also approved an amended company charter and elected Zurab Nikvashvili as an independent board member, replacing Nikolay Zinovyev. Notably, shareholders approved a major transaction to acquire 40 million Class A shares and 173.2 million Class B shares of D-Market Elektronik Hizmetler ve Ticaret A.Ş. (Turkey), including authorization to pledge these shares to secure the company's obligations.

Positive

• Approved dividend payment of KZT 850 per share for Q3 2024
• Strategic expansion through acquisition of significant stake in D-Market Elektronik (Turkey)

Negative

• Potential leverage increase due to share pledge requirements for the D-Market acquisition

Insights

Financial Analyst

This significant announcement reveals multiple material developments for Kaspi.kz. The company declared a dividend of KZT 850 per share for Q3 2024, demonstrating strong financial performance and commitment to shareholder returns. More strategically important is the approved major transaction to acquire 40 million Class A shares and 173.2 million Class B shares of D-Market Elektronik Hizmetler ve Ticaret A.Ş. (Hepsiburada) in Turkey. This represents a substantial expansion into the Turkish e-commerce market, potentially transforming Kaspi's growth trajectory and geographic footprint. The deal's classification as a major transaction (over 50% of asset value) indicates its transformative scale. The board changes and updated governance structures appear designed to support this strategic pivot into Turkey.

Market Research Analyst

The strategic acquisition of Hepsiburada shares marks Kaspi's ambitious entry into Turkey's digital commerce sector. Turkey represents an attractive market with a population of 85 million and growing e-commerce penetration. Hepsiburada is one of Turkey's leading e-commerce platforms and this investment could create significant synergies with Kaspi's existing super-app ecosystem. The timing is notable as it comes amid Turkish market volatility, potentially allowing Kaspi to acquire these assets at favorable valuations. The substantial scale of share acquisition suggests Kaspi is pursuing a controlling stake, indicating plans for deep operational integration rather than passive investment.

ALMATY, Kazakhstan, Nov. 20, 2024 (GLOBE NEWSWIRE) -- Joint Stock Company Kaspi.kz (Nasdaq: KSPI) announces that the following resolutions were duly passed at its Extraordinary General Meeting on 19 November 2024:

1. To approve the agenda of the Extraordinary General Meeting of Shareholders of JSC Kaspi.kz:
   1) Approval of the agenda;
   2) Payment of dividends on common shares of JSC Kaspi.kz and approval of the amount of dividend per common share;
   3) Approval of amended Charter of JSC Kaspi.kz;
   4) Election of the Board Member due to resignation of one of the Board Members;
   5) Approval of the amount and terms of remuneration and reimbursement of expenses of the Board Members incurred while performing Board Member's duties;
   6) On entering into a major transaction (and the Company's participation in the activities of a legal entity), as a result of which the Company acquires or alienates (may acquire or alienate) property, the value of which is 50 percent or more of the total book value of the Company's assets.
   
   
2. To approve dividends to be paid within the period set by law:
   1) dividend amount of KZT 850 (eight hundred and fifty tenge) per common share of JSC Kaspi.kz;
   2) dividend is paid for period 3Q 2024;
   3) commencement date of dividend payments: 19 November 2024;
   4) the list of shareholders entitled to receive the dividend based on 18 November 2024 date of record;
   5) procedure and form of dividend payments: to be paid in cash by wire transfers to accounts of shareholders.
   
   
3. To approve amended Charter of JSC Kaspi.kz and authorize any Member of the Management Board to sign, notarize and notify a registration authority of the amended Charter.
   
   
4. To take note of the resignation letter given by Mr. Nikolay Zinovyev as a member of the Board of Directors of JSC Kaspi.kz, and elect Mr. Zurab Nikvashvili to the Board of Directors of JSC Kaspi.kz as an independent member with the same term of office as other Board members starting from 19 November 2024.
   
   
5. To approve the revised terms of remuneration and reimbursement of the expenses of JSC Kaspi.kz's Members of the Board of Directors incurred while performing their duties.
   
   
6. To conclude a major transaction by acquiring Class A Shares of 40 000 000 (forty million) units and Class B Sharesin the amount of 173 246 220 (one hundred-seventy-three million two hundred-forty six thousand two hundred-twenty) units (collectively, the “Shares”) of D-Market Elektronik Hizmetler ve Ticaret A.Ş. (Turkey) in accordance with the Share Purchase Agreement entered into by the Company (the “Agreement”), to pledge the Shares (or part thereof) in favor of the sellers of the Shares to secure the performance of the Company’s obligations under the Agreement on the basis of a share pledge agreement between the Company (as pledgor) and the sellers of the Shares (as pledgees) and entering into the above transactions as a major transaction (and the Company’s participation in the activities of a legal entity), as a result of which the Company acquires or disposes of (may be acquired by the Company) the Class B Shares.

For further information

David Ferguson, david.ferguson@kaspi.kz +44 7427 751 275

FAQ

What dividend did Kaspi.kz (KSPI) declare for Q3 2024?

Kaspi.kz declared a dividend of KZT 850 per common share for Q3 2024, with payments beginning November 19, 2024.

How many shares is Kaspi.kz (KSPI) acquiring in D-Market Elektronik?

Kaspi.kz is acquiring 40 million Class A shares and 173.2 million Class B shares of D-Market Elektronik Hizmetler ve Ticaret A.Ş.

Who replaced Nikolay Zinovyev on Kaspi.kz's (KSPI) Board of Directors?

Zurab Nikvashvili was elected as an independent board member, replacing Nikolay Zinovyev, effective November 19, 2024.