A.HISTORY AND DEVELOPMENT OF THE COMPANY Our legal name is “Joint Stock Company Kaspi.kz.” Our commercial name is “Kaspi.kz”. We were incorporated in Kazakhstan on October 16, 2008 as a limited liability company under the laws of Kazakhstan and subsequently transformed into a joint stock company on October 17, 2014. Our registered and principal executive office is located at 154A Nauryzbai Batyr Street, Almaty, 050013, Kazakhstan. The telephone number at this address is +7 727 3306710. Our agent for service of process in the United States for U.S. federal security law purposes is Puglisi & Associates located at 850 Library Avenue, Suite 204, Newark, DE 19711 and the telephone number at this address is +1 302 738 6680. For a discussion of the important events in the development of the Company’s business since January 1, 2025 through the date of this annual report. For information on our primary capital expenditures, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures.” For the fiscal year ended December 31, 2025, our breakdown of capital expenditures in Kazakhstan and outside of Kazakhstan were 79% and 21%, respectively. For the fiscal year ended December 31, 2024, our breakdown of capital expenditures in Kazakhstan and outside of Kazakhstan were 99.62% and 0.38%, respectively, and for the fiscal year ended December 31, 2023 were 99.64% and 0.36%, respectively. There have been no public takeover offers by third parties in respect of our shares or by us in respect of other companies’ shares since January 1, 2025. There have been no principal divestitures since January 1, 2024. Our investor relations website address is ir.kaspi.kz. The information contained on, or that can be accessed through, our investor relations or other websites is not a part of, and shall not be incorporated by reference into, this annual report. We have included our website addresses as inactive textual references only. See “Item 10. Additional Information—H. Documents on Display” for additional information. B.BUSINESS OVERVIEW OUR BUSINESS Our Mission Our mission is to improve people’s daily lives by developing innovative, highly relevant, world-class mobile services. Our ambition is to build business serving 100 million users. Today we serve around 27.5 million users including 15.7 million users in Kazakhstan and 11.8 million users in Türkiye. During 2025 we acquired a controlling stake in Hepsiburada, a leading e-commerce platform in Türkiye. As there was no meaningful prior period comparison due to Hepsiburada acquisition in 2025, all numbers in this section are provided excluding Türkiye, unless explicitly said otherwise. In Kazakhstan we operate a two-sided Super App business model which we believe is unique: the Kaspi.kz Super App for consumers and the Kaspi Pay Super App for merchants and entrepreneurs. Our offerings include marketplace, payments and fintech solutions for both consumers and merchants. We believe our business model, reinforced by our highly recognizable brand and continuing product innovation, generates powerful network effects, which result in strong consumer and merchant engagement. As of December 31, 2025, the number of Monthly Transactions per Active Consumer was 77. We believe that more consumer frequency attracts merchants; more merchants improve selection and price; better selection increases conversion; payments and fintech deepen engagement and lower risk and acquisition costs. For the year ended December 31, 2025, our consolidated revenue and consolidated net income was ₸4,046 billion ($8,004 million) and ₸1,068 billion ($2,112 million), respectively, which represented an increase of 60% and 1%, respectively, compared to the year ended December 31, 2024. 49 For a breakdown of our total revenues and non-current assets by geographic market for each of the past three years as required by Item 4.B of Form 20-F, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Results of Operations” and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Principal Assets.” Our Super App Model Being “Super App first” is at the core of everything we do and is a key factor behind our success in Kazakhstan. We call our mobile applications Super Apps because, unlike single-purpose apps, our apps integrate different and complex services that are used on a daily basis in one place, in a way that is simple and seamless for users. As of December 31, 2025, the Kaspi.kz Super App in Kazakhstan had approximately 15.7 million Average MAU and Kaspi Pay Super App had approximately 764,000 Active Merchants. The Kaspi.kz Super App’s services are accessed by 68% of Average MAU on a daily basis, which is equivalent to 10.7 million Average DAU. We believe Kaspi.kz Super App has one of the highest engagement metrics among mobile applications globally. Our Super Apps Note: Data as of December 31, 2025. With the Kaspi.kz Super App, consumers can shop online with fast, and in most cases free delivery, find and shop at local merchants, purchase groceries with our e-Grocery service, book travel and holidays with Kaspi Travel, pay with Kaspi QR throughout Kazakhstan, shop with our BNPL products, purchase and redeem gift certificates, pay their household bills, receive consumer and car finance, and save for the future with our deposit products, among other services. With integrated Government Services, consumers can also access digital documents, including their passport, renew their driving license, transfer car ownership and complete car registration, register businesses, pay taxes, apply to register a marriage and obtain a birth certificate, amongst other government services. In 2025 we launched Kaspi Alaqan, pay-by-palm. With this innovative service, consumers can pay without their card, phone and when mobile internet is not available. With the Kaspi Pay Super App, merchants can promote their business and sell products through our Marketplace Platform, organize nationwide delivery using the Kaspi Delivery Smart Logistics Platform and participate in our promotional events. In recent years we have built a range of advertising services for merchants and brands. With Kaspi Advertising we place advertising not only on the Kaspi.kz Super App but across third party platforms, including Instagram, Facebook, Tik Tok and Google. Our Business Deposit product enables merchants to earn interest on their excess cash balances. Merchants can also access working capital and Buy-inventory-now-pay-later financing (unsecured financing usually for up to one month for merchants to purchase inventory) (“BINPL”). Merchants can also issue and instantly settle invoices, accept payments, pay suppliers, track their turnover and use complimentary cash register software, among other services. Merchants have access to Government Services, including tools to issue fiscal receipts for all types of payments, calculate and pay their taxes, and file tax reports. 50 Kaspi Classifieds and Kaspi Jobs allows merchants and consumers to advertise used and new goods, services and jobs to consumers. Kolesa.kz and Krisha.kz extend our classifieds to include Kazakhstan’s leading car and real estate online marketplaces, respectively. Kaspi Ai for partners enables our Marketplace merchants to quickly and easily build out high quality product listings, including artificial intelligence powered photos, product descriptions and features. We believe that the combination of integrated merchant and consumer Super Apps, with multiple services and highly relevant AI tools creates a more powerful business model than single-purpose payments or shopping apps. Users of our Super Apps value our existing products and, as a result, they can quickly adopt new products as they are introduced. We believe that our integrated merchant and consumer Super Apps enable faster user adoption of new features and products with lower marketing and operating costs than if the same service was provided through separate apps with different brands. Leading and trusted brand High-quality, innovative digital services available through our Super Apps have helped us make the “Kaspi” brand among the most recognized and popular brands in Kazakhstan. Based on the results of a survey of approximately 6,000 respondents conducted by KResearch (Kantar Group Ltd.’s representative in Kazakhstan) for the period from January 2025 to December 2025, Kaspi.kz, Kolesa.kz and Krisha.kz was number one with respect to brand awareness among customers across our major product categories: •#1 in mobile applications, with 47% of respondents naming Kaspi.kz, compared to 8% for the #2 brand; •#1 in e-commerce, with 44% of respondents naming Kaspi.kz, compared to 14% for the #2 brand; •#1 in payments, with 79% of respondents naming Kaspi.kz compared to 6% for the #2 brand; •#1 in travel, with 54% of respondents naming Kaspi.kz, compared to 13% for the #2 brand; •#1 in consumer finance, with 53% of respondents, naming Kaspi.kz compared to 12% for the #2 brand; •#1 in deposits, with 59% of respondents naming Kaspi.kz, compared to 17% for the #2 brand; •#1 in Kazakhstani internet sites/apps, with 34% of respondents naming Kaspi.kz, compared to 10% for the #2 brand; •#1 in e-Shops with low prices, with 29% of respondents naming Kaspi.kz, compared to 12% for the #2 brand; •#1 in car classifieds, with 74% of respondents naming Kolesa.kz, compared to 8% for the #2 brand; and •#1 in real estate classifieds, with 74% of respondents naming Krisha.kz, compared to 16% for the #2 brand. Our Platforms As we deliver various mobile services to consumers and merchants through our Super Apps, we combine specific services and products into the following highly integrated and complementary platforms. Payments Platform Our Payments Platform facilitates transactions between and among merchants and consumers. As has been the case globally, there has been a large shift to mobile payments in Kazakhstan, and we believe our payments products have been the main driver of this rapid transformation in Kazakhstan. For consumers, our Payments Platform is a highly convenient way to pay for shopping transactions, pay regular household bills and make peer-to-peer payments. For merchants, our Payments Platform enables them to accept payments online and in-store, issue and instantly settle invoices, pay suppliers and monitor their turnover. We consider our Payments Platform to be fundamental for high levels of customer engagement. Having achieved scale with consumers and merchants, we believe that our Payments Platform creates disproportionately more value to consumers and merchants. 51 Key Payments Platform services for consumers include P2P Payments (enabling consumers to transfer and receive money from other consumers instantly on the Kaspi.kz Super App), Kaspi QR for in-store and online purchases (enabling end-to-end payments functionality between consumers and merchants using the Kaspi.kz and Kaspi Pay Super Apps). In Kazakhstan Kaspi QR is directly integrated with other local banks and internationally with AliPay+ and its global partner network. Household Bill Payments (enables consumers to pay recurring bills via the Kaspi.kz Super App for various services commission free). Kaspi Gold is a digital account that can be opened in the Kaspi.kz Super App, with consumers identified using Kaspi ID biometrics technology. In December 2025 we launched Kaspi Alaqan, a pay-by-palm service. Nationwide rollout of this service is planned for later this year. Payments Platform services for merchants include acquiring services (enabling merchants to accept in store and online payments from consumers using various technologies), B2B Payments (enabling suppliers and merchants to digitally and instantly settle invoices seamless between themselves), Kaspi Shopping Register (cash register software in the Kaspi Pay Super App), Kaspi Restaurants (vertical specific payments and business management tools) and the Kaspi Pay business account (which is opened by merchants after onboarding onto the Kaspi Pay Super App). Additionally, tax reports and payments help merchants calculate their taxes and file tax reports. For the year ended December 31, 2025, net income and TPV of our Payments segment were ₸433 billion and ₸44,219 billion, respectively, which represented an increase of 13% and 19%, respectively, compared to the year ended December 31, 2024. For the year ended December 31, 2025, TPV of our Payments segment including Türkiye was ₸46,350 billion, which is an increase of 24% compared to the year ended December 31, 2024. Marketplace Platform Our Marketplace Platform is fully integrated into our Super Apps and connects both online and offline merchants with consumers, enabling consumers to purchase a broad selection of products and services from a wide range of merchants. Other than in e-Grocery (which enables consumers to order groceries through the Kaspi.kz Super App with home delivery) and part of e-Cars (which facilitates buying and selling used cars), and Türkiye Marketplace (which represents hybrid commerce model rooted in a unified “1P” and “3P” based catalogue), our Marketplace Platform is a “3P” model, enabling third-party merchants to sell their products directly to consumers. In the fourth quarter of 2025, we decided to discontinue the “1P” part of our e-Cars business because it is a capital-intensive business with limited possibility to replicate in other markets. All Marketplace services except for Türkiye are integrated with our Fintech and Payments Platforms. e-Commerce offers product selection, purchase and delivery of general goods, travel services and groceries. e-Cars includes a range of solutions for all types of auto-related purchases, including spare parts. m-Commerce brings a digital shopping experience to a merchant’s physical location. Kaspi Travel allows consumers to book domestic and international flights, domestic rail tickets, holidays within Kazakhstan and internationally. Kaspi AI for partners is used across all our platforms. In Marketplace in-house tools help merchants to quickly and easily build out high quality product listings, including AI powered photos, product descriptions and features, in order to drive higher click-through and conversion rates. Kaspi Delivery Smart Logistics Platform integrates third-party delivery partners with customer orders placed through our e-Commerce service. For the year ended December 31, 2025, approximately 58% of deliveries were made to our network of 10,441 Kaspi Postomats (APMs), which offers a fully integrated experience within the Kaspi.kz Super App. Kaspi Postomats improve delivery speed and reduce last-mile costs, supporting conversion and unit economics. Kaspi Advertising provides advertising campaigns on our Marketplace Platform, through which merchants may display ads on the Kaspi.kz Super App to users through product searches, suggested products and banner ads. With our third party advertising network, we place advertising on third party platforms including, Facebook, TikTok and Google. For us what matters is that our merchants sell more and Kaspi Advertising places advertising across our network, in order to give our advertisers the best possible return. We grow advertising while protecting consumer trust through relevance and measurement, not by degrading organic results. Kaspi Classifieds and Kaspi Jobs include advertising for used and new goods, services and jobs. Kolesa.kz and Krisha.kz extend our classifieds to include Kazakhstan’s leading car and real estate online marketplaces, respectively. 52 For the year ended December 31, 2025, revenue from our Value-Added Services (VAS), which are Advertising (including Classifieds) and Delivery was equivalent to 2.3% of Marketplace 3P GMV. For the year ended December 31, 2025, net income and GMV of our Marketplace segment were ₸369 billion and ₸6,657 billion, respectively, which represented an increase of 6%, and 11%, respectively, compared to the year ended December 31, 2024. In 2025 all our business in Türkiye was part of our Marketplace segment. For the year ended December 31, 2025, net income of our Marketplace segment including Türkiye was ₸280 billion, which is a decrease of 20% compared to the year ended December 31, 2024. For the year ended December 31, 2025, GMV of our Marketplace segment including Türkiye was ₸9,053 billion, which is an increase of 52% compared to the year ended December 31, 2024. Fintech Platform Our Fintech Platform provides consumers and merchants with BNPL, finance and deposit products. All our Fintech services can be accessed digitally through our Super Apps with users identified using Kaspi ID biometrics technology. Key Fintech Platform services include Buy-now-pay-later, or “BNPL” (unsecured financing generally for up to three months or six to 24 months during various promotions, for consumer purchases on the Marketplace Platform), General Purpose Loans (loans extended to consumers for day-to-day purchases outside the Marketplace Platform), Car Finance (online secured car loans for purchases through Koleza.kz), Merchant and Micro Business Finance (working capital finance for merchants and small businesses, with borrowing amounts linked to TPV and GMV on our Payments and Marketplace Platforms), BINPL and deposit accounts for consumers and merchants. We originate 99.9% of our lending transactions in less than six seconds. Speed of underwriting is enabled by automated underwriting using proprietary data and external bureau checks, while maintaining low Cost of Risk. We lend only in local currency. To minimize foreign exchange rate mismatch risk, we fund our financing products mainly using deposit products, which were predominantly denominated in Tenge (93% as of December 31, 2025). For the year ended December 31, 2025, net income and TFV of our Fintech segment were ₸355 billion, and ₸11,652 billion, respectively, which represented an increase of 9%, and 13%, respectively, compared to the year ended December 31, 2024. For the year ended December 31, 2025, TFV of our Fintech segment was ₸11,717 billion including Türkiye, which is an increase of 14% compared to the year ended December 31, 2024. Government Services As of December 31, 2025, 12.2 million people in Kazakhstan had visited our Government Services platform through our Kaspi.kz Super App. Our Government Services provide access to frequently used digital government services in accordance with our mission to make everyday life in Kazakhstan better. Government Services offered through the Kaspi.kz Super App include Digital Documents, which enable consumers to store and access ID documents in the Kaspi.kz Super App, renew driving licenses, transfer car ownership, apply to register a marriage and obtain a birth certificate. Entrepreneurs can also register new businesses, calculate and pay taxes, and file tax reports. Although we do not generate revenue directly from Government Services, it is synergetic with our other products and contributes to higher Super App user engagement. Seasonality For a discussion of the seasonality of our business, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results.” Our Competitive Strengths We have established a strong operational and financial track record and believe that the following competitive strengths have contributed and are expected to continue to contribute to our long-term growth and success. 53 Kazakhstan’s leading Super Apps with powerful self-reinforcing network effects For consumers, the Kaspi.kz Super App is the most recognized mobile app in Kazakhstan, with 15.7 million Average MAU as of December 31, 2025. As of December 31, 2025, our Average DAU to Average MAU ratio reached 68% and the number of Monthly Transactions per Active Consumer was 77. With our popular products and services available through our Super Apps, consumers and merchants can manage their day-to-day household and business needs in one place. Our products are highly integrated, which we believe improves the user experience and increases engagement. With our two-sided Super App business model, the Kaspi.kz and Kaspi Pay Super Apps connect and facilitate transactions between and among consumers and merchants: popular payments and shopping products on our platforms result in our customers adopting more of our services and transacting more frequently using our Super Apps. Our product and service offerings are further supported by financing options for both consumers and merchants through our Fintech Platform, which contributes to higher engagement. These self-reinforcing network effects create additional value for users and enable us to rapidly scale new services. Our common brand and single Super Apps technology platform leads to high levels of operational efficiency and offer a powerful mix of scale and profitability. We aim to keep growing transaction volumes, revenue and net income by increasing engagement and by expanding the range of services available through our Super Apps. We typically target large addressable markets, such as grocery, travel and digital advertising, where scale translates into meaningful net income and net income growth. As a result, we believe our Super App business model creates a structurally more profitable business than a stand-alone equivalent model, as evidenced by our robust net income growth of 10% year-over-year for the year ended December 31, 2025. Extensive proprietary technology and data capabilities We prioritize building our own technology, leverage machine learning and artificial intelligence to handle large volumes of data, process high numbers of transactions, orders, payments, consumer finance and deposit applications, make real-time decisions, personalize the user experience, and handle customer requests and interactions. Integrated technology infrastructure Over the years, we have continuously invested in our underlying technology infrastructure to achieve an integrated end-to-end user experience. Kaspi Delivery Smart Logistics Platform is our in-house developed technology platform designed to provide a best-in class experience across the entire delivery value chain from order pick up at the merchant to delivery to the consumer’s door or Kaspi Postomat. The technology enables third-party couriers to deliver orders for us, selects the most efficient and fastest delivery route, provides real-time tracking of orders, estimates delivery times and provides a mobile application for couriers. We believe our AI tools improve our business processes, make delivery more efficient and contribute to low levels of credit risk and fraud in our business amongst other areas. Kaspi AI assistant for partners is designed to help Marketplace merchants generate professional titles and photos, detailed product descriptions and can analyze similar items sold to recommend the most appropriate price. Consumers benefit from more personalized search results, which all together leads to higher click-through and conversion rates. Kaspi QR and Kaspi Alaqan pay-by-palm technology provides end-to-end payments functionality between consumers using the Kaspi.kz Super App and merchants using the Kaspi POS Terminal or Kaspi Mobile POS. We leverage our biometrics technology to enable transactions, which prevents fraud and provides extra security to our consumers. User-centric approach leads to innovative and highly relevant products We believe that the popularity of our Super Apps is the result of our leading digital product development and relentless focus on a high-quality user experience. 54 We are a user-centric organization and work to ensure that everyone involved in the creation and execution of our products does so with a user-centered design philosophy. We always proactively seek consumer feedback to evaluate if we are delivering on our mission. Our key priorities in the product development cycle are high-quality end-products and fast consumer adoption. We leverage our proprietary data to better identify, analyze and address the needs of our consumers and merchants. Our technology investments enable us to innovate and develop new products and services, while improving existing ones, and provide an integrated Super App experience. Execution-driven corporate culture fostered by a highly motivated long-standing team Our corporate culture is central to our success and is based on our mission of leveraging technology to improve people’s daily lives. The key members of the management team have each been with Kaspi.kz for more than ten years. The team combines both global and regional perspectives with experience acquired at the world’s leading academic, financial and technology institutions. We introduced a Long Term Incentive Plan (LTIP) program in 2020, which now includes approximately 300 senior executives and other key personnel that are eligible to receive stock options. Our equity-settled LTIP program differentiates our corporate culture in Kazakhstan and incentivizes our best employees over the long term. Our Growth Strategy Our core growth initiatives are based upon the following pillars: Capitalizing on structural growth in digitalization Over the next decade, we believe digitalization will remain a powerful driver of economic transformation globally, and particularly in Kazakhstan, Türkiye and the surrounding region. Within our Payments Platform, growth in TPV has been driven by Kaspi Pay payments between consumers and merchants and Household Bill Payments. As we add more opportunities to pay, we expect that consumers will transact more frequently. Kaspi B2B Payments and BINPL are examples of how we can grow our Payments Platform by identifying new, earlier-stage verticals. Our Marketplace Platform is similarly well positioned to see an increase in the use of all its digital shopping services. As we continue to make our Marketplace Platform more attractive to merchants, we expect that our consumers will quickly adopt new opportunities to shop and transact more frequently. For our Fintech Platform, we see opportunities for increased adoption of innovative consumer digital financial products. In addition, our financing products for SMEs are aimed at bringing affordable digital financing to previously underserved small businesses and individual entrepreneurs, which we believe offers a significant growth opportunity in the medium term. In underpenetrated segments, increase adoption of existing digital services We have a strong track record of increasing user adoption of less penetrated businesses by designing high quality products that are relevant to the large and engaged user base of our more mature platforms and servicers. With 15.7 million Average MAU as of December 31, 2025, who in turn can shop at approximately 764,000 Active Merchants, there is still a significant opportunity to grow less penetrated products and services. Going forward, we expect to grow less mature services including e-Commerce, Kaspi Travel’s full range of products, e-Grocery and Kaspi Classifieds. With consumer penetration across our full range of Super App services still low, a significant opportunity remains. 55 Consumer Services Penetration Note: % of 15.7M Average MAU data as of December 31, 2025; Within our Marketplace Platform, there is an opportunity to further increase e-Commerce penetration, as its consumers comprised only 47% of our Average MAU for the year ended December 31, 2025. We have taken several strategic steps with the aim to increase adoption and engagement. In particular, we have added more e-Commerce merchants across more shopping verticals, with more SKUs, expanded free delivery, launched gift cards and increased the number of Kaspi Postomats. Similarly, Kaspi Travel comprised only 19% of our Average MAU for the year ended December 31, 2025. We expect Kaspi Travel’s international package holidays to continue to see strong growth. More recently launched holidays within Kazakhstan should also make a growing contribution to Kaspi Travel’s GMV growth. With only 9% of our Average MAU and ₸206.3 billion GMV for the year ended December 31, 2025, e-Grocery is our most underpenetrated major business and offers a significant market opportunity and growth potential. With the Kaspi.kz Super App, and with the use of data and modern digital products, we continue to aim to transform the grocery shopping experience and turn e-Grocery into a major player in the overall grocery market. Among our merchants, financing products for SMEs and individual entrepreneurs were only used by 24% of merchants for the year ended December 31, 2025. Over time as merchants grow and digitalize their businesses, embedded financing is likely to become an increasingly integral part of their operations. Kaspi Advertising and Kaspi Delivery are earlier-stage Marketplace products only used by 7% and 12% of merchants, respectively, as of December 31, 2025. We expect their direct monetization to become more meaningful over time. 56 Merchant Services Penetration Note: % of 764K Active Merchants data as of December 31, 2025; Develop new innovative digital services With a wide and growing range of Super App products that customers use regularly, we aim to continue developing products that will bring significant utility to consumers and merchants, deliver strong and profitable growth, and create further value for all our stakeholders. In the last five years, among other services, we have launched Kaspi AI Assistant, Kaspi AI for merchants, Kaspi Alaqan, e-Grocery, Kaspi Restaurants, Kaspi Travel, Kaspi B2B Payments, Kaspi Postomats, Classifieds, Merchant and Micro Business Finance, Kaspi Advertising, Merchant Cashback, digital Kaspi Gift Cards, Kaspi Cash Register, Business Deposit for Merchants and Buy Inventory Now and Pay Later. All these services, in our opinion, represent sizeable medium-term growth opportunities. In the fourth quarter of 2025, we launched Kaspi Alaqan, pay-by-palm. The service is the latest example of how we continue to lead through innovation. Consumers can pay without their card, phone and when mobile internet not available. We started to roll out Alaqan in Almaty in December, with rollout across the rest of Kazakhstan planned for 2026. We believe the early results have been impressive, in February 2026, after less than three months, more than 500,000 customers registered, more than 5000 merchants accepting payments and penetration of pay-by-palm is more than 9% of all Kaspi.kz transactions at stores where Kaspi Alaqan is available. We can also grow Payments Platform’s addressable market, by developing vertical specific services. We believe Kaspi Restaurants helps restaurants offer a better service, generate more sales and reduce costs. As part of our focus on restaurants, we have integrated Glovo into our Super App. Glovo is owned by Delivery Hero and is one of Kazakhstan’s leading restaurant delivery apps. Consumers benefit from another high-quality product and the convenience of being able to transact seamlessly with Kaspi Pay. In Payments we have integrated Kaspi Pay QR with 7 local banks, 1 bank from Kyrgyzstan and more are likely to be added in the future. We have also integrated with AliPay+ and its global partner network. This gives our merchants and consumers more options to transact with Kaspi.kz in Kazakhstan and when holidaying or doing business internationally. It also makes it easier for overseas visitors to spend when they’re visiting Kazakhstan. Kaspi POS Register integrates a cash register in the Kaspi Pay Super App with our POS network. This product enhances the value of Kaspi Pay by allowing merchants to digitally register their sales and providing the necessary tax receipts and is useful for sales forecasting. POS Register gives us insights into consumer spending in Kazakhstan. Since its launch in 2023, 40% of our merchants have adopted POS Register. 57 In recent years we have built a range of advertising products, to help Marketplace merchants sell more. Merchant Cashback is a recent addition. Merchants choose the products they wish to offer cashback on, the amount of the cashback and select the segment of customers they wish to reach. Cashbacks are funded by the merchant and help to reinforce the price competitiveness of Marketplace. We have long been the market leader in local currency consumer deposits, but historically never had a dedicated savings account for merchants. We launched Business Deposit for merchants in mid-August 2024, and by the end of 2025 already had 138,000 accounts and ₸229 billion in deposits. Our merchants earn a competitive rate of interest, which is accrued daily, and have immediate access to their money. Merchant deposits give us an additional source of funding. In 2025 we broadened the range of consumer term deposits we offer with 3 months term deposits. Consumers receive a high interest rate and can make top-ups at any time. We believe that our success in profitably growing our business and achieving scale in all these areas is mainly due to our Super App strategy. In addition, we also believe that our success illustrates the talent and skills of our team in designing and integrating products that bring practical solutions to consumers and merchants. With the opportunities offered by digitalization, we believe that the pipeline of our new products remains strong. Replicate successful track record into new geographies On January 29, 2025, we acquired a controlling stake in Hepsiburada. Hepsiburada is a leading e-Commerce platform in Türkiye. Founded in 2000, Hepsiburada has been one of the early pioneers of the digitalization of commerce in Türkiye and has become a household brand in that country. In our opinion, the e-Commerce market in Türkiye offers significant potential for growth over the medium-term, and we see scope to expand Hepsiburada’s range of services for consumers and merchants in much the same way as we have done in Kazakhstan. Hepsiburada operates a hybrid model combining a first-party Direct Sales model (1P model) and a third-party Marketplace model (3P model). In March 2025 Kaspi.kz entered into a purchase agreement with Rabobank Group, relating to the acquisition of Rabobank’s Turkish subsidiary Rabobank A.Ş. Rabobank A.Ş. is a fully licensed bank in Türkiye. With a banking license, Kaspi.kz will be able to launch deposit products and other financial services in Türkiye. The closing of the transaction is pending the receipt of required regulatory approvals and satisfaction of all customary closing conditions and is currently targeted for mid-2026. In Azerbaijan our classifieds platforms Turbo.az (cars), Tap.az (new and used items) and Bina.az (real estate) have over 2.5 million MAU as of December 31, 2025, and continue to scale their users and merchants. Technology and Data We develop technology and leverage data to create new addressable markets and grow in our existing markets. The value that we create for consumers and merchants from developing technology at scale is enhanced by the inherent network effects in our Super App business model. While developing our technology and data analysis capabilities, we have a strong focus on scalability, security, performance and speed. We prioritize building our own technology and using our proprietary data as part of the product development process. We believe that our proprietary technology and extensive data capabilities provide us with significant competitive advantages. We are mobile-only and have developed our mobile technology with a view to distributing new releases and upgrades as soon as they are ready. This has become possible by investments in end-to-end automation and comprehensive test suites. Our technology is built to handle large amounts of data and support exponential transaction growth, which includes shopping orders, payments, consumer finance and deposit applications. We capture large volumes of data, which we use to power our artificial intelligence and machine learning algorithms and provide a highly personalized user experience. 58 Kaspi Data Factory Kaspi Data Factory is our dedicated data-science and AI unit that is focused on developing technology that transforms the data we collect into a strategic asset that can be leveraged across all areas of our business to create further competitive advantages. This includes using data to automate decision-making systems, create new innovative products and services, improve the customer experience and improve our business processes. Proprietary Technology Networks Our Super Apps are the main gateway to all of our products and services and continue to have a profound and transformative impact on how we interact with consumers and merchants. We also invest in the underlying proprietary technology networks to achieve an integrated end-to-end user experience across all our platforms. Integrated payments We provide end-to-end payments functionality between consumers using the Kaspi.kz Super App and merchants integrated with our Household Bill Payments product or using the Kaspi POS Terminal or Kaspi Mobile POS. These integrated payments solution reduces transaction costs by eliminating the need to rely on third parties and allows us to fully control the customer experience. As with Kaspi QR, Kaspi Alaqan leverages our integrated and proprietary payments technology. Kaspi Delivery Smart Logistics Platform Kaspi Delivery Smart Logistics Platform is our proprietary delivery technology platform and network designed to provide a best-in-class experience across the entire delivery value chain from order pick up at the merchant to delivery to the consumer’s door or Kaspi Postomat. As of December 31, 2025, the number of orders delivered was 182 million versus 99 million, an increase of 84% compared to the year ended December 31, 2024. We delivered 49% of orders in less than 2 days, with 84% of orders delivered free for the buyer. Our Technology Infrastructure Last-mile Delivery Proprietary Network (Kaspi Postomats) We started to roll out Kaspi Postomats in late 2021 and had 10,441 APMs as of December 31, 2025. Despite being a relatively new type of delivery service for consumers in Kazakhstan, more than half of our orders were delivered in 2025 using Kaspi Postomats. The service is managed by our technology platform, which monitors each individual APM in real time for accessibility and utilization. Dark Stores for e-Grocery and Offline Convenience Stores Our e-Grocery businesses utilize their own network of 10 purpose built or purpose adapted dark stores in Kazakhstan’s largest cities. We continually optimize the layout of our dark stores to maximize their efficiency and use our proprietary AI tools to predict demand, improve inventory turnover, minimize shrinkage, manage all aspects of the delivery process and increase customer satisfaction. In 2025 we started to trial an offline convenience store format. Operated by third party franchisees, these small, modern stores are located in high density footfall areas and sell around 3,500 frequently purchased SKUs. Fulfilment is from our e-Grocery dark stores. With this capital light model, our aim is to leverage e-Grocery’s capabilities across Kazakhstan and increase dark store’s sales per sq meter by selling directly to consumers and also supply goods to convenience stores. Data Centers In order to provide reliable and continued access to business data and services, our IT systems are located in four dedicated data centers. The data centers provide 24/7 power, cooling, connectivity and security capabilities to protect critical operations and preserve business continuity for IT systems, ensuring a 99.99% availability across our platforms and services. 59 Payment Kiosks, ATMs and Kaspi Kartomats As of December 31, 2025, we had a nationwide network of 3,708 payment kiosks, 3,261 ATMs and 140 Kaspi Kartomats. Payment kiosks and ATMs enable consumers to top up their Kaspi Gold digital accounts, repay financing or make deposits into their saving account. Kaspi Kartomat is self-service device powered by our propriety technology that allows consumers to receive a Kaspi Gold debit card in approximately 60 seconds. AI Virtual Assistant We provide customer support through Kaspi Message and Kaspi Guide embedded in our Kaspi.kz Super App, Kaspi Allo, our 24/7 call center and Kaspi Outlets. Our internally developed and AI-powered virtual assistant is increasingly able to handle a wide range of customer enquiries, ensuring a consistently high level of customer service. In 2025, our virtual assistant handled 14.2 million chat conversations, equivalent to 64% of all chats and 6.2 million voice calls equivalent to 38% of all voice calls during the same period. Risk Management The main objective of our risk management policy is to ensure the safe and sustainable growth of our business with a systematic approach to identification, measuring, managing and monitoring all risks that we are exposed to. The risk level is subject to regular stress tests that are performed internally and as part of the annual supervisory review and evaluation process carried out by the ARDFM. Material risks arise mainly from credit, liquidity, market, operational, IT and information security risks. Credit Underwriting We believe that our credit risk management and underwriting are key competitive advantages. Our models have been built on billions of data points, including data from over 231 million loans, 44.5 billion transactions and 54.7 billion user sessions in our Super Apps over the last three years. Our approach to risk management is core to our Fintech Platform’s profitability and has been proven to lead to low levels of fraud and low credit losses. Our Cost of Risk was 2.2% for the year ended December 31, 2025 and 2.1% and 2.0% for the years ended December 31, 2024 and 2023, respectively. Our vintages demonstrate consistently high-quality loan origination. First and Second Payment Default % 60 Delinquency Rate % Loss Rate Vintages % In addition to standard financial data, we leverage shopping, payments and behavioral data to predict repayment ability. We have developed a highly automated machine learning and AI powered process for capturing data and training, calibrating and validating our models. During our underwriting process, our proprietary data is supplemented by external data, including data received from credit bureaus, allowing us to estimate and monitor total consumer borrowings, and the Pension Center, which maintains a database containing information on the pension savings and payroll of Kazakhstan consumers, allowing us to additionally verify the solvency of potential borrowers. Collection Similar to our approach to underwriting, our collection processes are powered by our technology and data. We have highly targeted collection models for specific consumer segments, which leads to high levels of collection efficiency. 61 90+ Days Past Due Collection Vintages % We divide the loan collection process into two stages-before and after 90 days past due. Collection of loans less than 90 days past due is performed internally. Collection of loans more than 90 days past due is outsourced to external debt collection companies whose activities are regulated and supervised by the ARDFM and the NBK. Furthermore, unlike many traditional lenders, we do not accrue any interest or penalties beyond 90 days past due and freeze the outstanding amount. Write-offs We write off loans to customers based on internal solvency characteristics, but not later than when they become overdue for more than 1,080 days (subsequently revised to 1,530 days following the validation of the ECL model in December 2025) against the allowance for loan impairment losses, which is in line with our collection procedures and statistics. When loans are written-off, we continue to pursue collection. Subsequent recoveries of amounts previously written off are reflected as an offset to the charge for impairment of financial assets in our consolidated statements of profit or loss for the period when the loan recovery occurred. Security and Fraud Prevention All our consumers and merchants are fully identified and verified individuals or companies. We leverage our biometrics technology to enable transactions, which provides extra security. Face recognition technology enables transactions in our Super Apps and at our ATMs. Palm recognition technology enables transactions at our Kaspi Alaqan enabled payment terminals. If a transaction is identified as a high risk, verification is enhanced by an additional authentication process where a transaction has to be confirmed by a unique code, which is delivered to a consumer’s smartphone or by an automated or actual voice call. In order to prevent fraud, we leverage our comprehensive real-time monitoring and analysis technology to identify suspicious transactions. This allows us to detect and decline suspicions transactions at the authorization stage, and we make such decisions within 0.5 seconds. To ensure security of clients’ transactions in our Kaspi.kz Super App, certain documents, in particular, relating to financial products should be confirmed and signed through Kaspi e-Sign, an electronic signature that is required to confirm the identity of the borrower. 62 Our Sustainability Strategy Our mission includes working to advance the needs of a broad group of stakeholders, namely our employees and the community in which we live and operate, while striving to reduce the environmental impact of our growing operations. In 2026, we published our third Social Impact Report, covering activities carried out in 2025 and 2024. Any information contained on our investor relations or other websites, including the Social Impact Report, does not form part of this annual report. Some of our most important sustainability initiatives include: Environmental Sustainability As part of our environmental strategy, we work to mitigate our carbon footprint by carefully considering how we consume resources and integrating the best environmentally-focused technology into our business. Kaspi Postomats, cardless QR payments and the ability to bank fully digitally through our Kaspi.kz Super App and Kaspi Pay Super App are just some of the examples by which we can change customer habits, with positive implications for our users’ carbon emissions footprint. Social Innovation Our most important stakeholders are our customers, both consumers and merchants. Every transaction we facilitate deepens our relationship with our customers and leads to a bigger multiplier effect across society. Merchants We promote inclusion and the formalization of payments and commerce. With a focus on domestic Kazakh merchants and brands, including entrepreneurs and SMEs, our Super Apps help local businesses to participate in the modern digital economy and operate efficiently. We give entrepreneurs and SMEs digital tools that were previously only available to larger businesses and the ability to grow their businesses nationwide. Consumers We help our consumers buy a broad selection of products and services at the best possible prices from a wide range of merchants. At the same time, we help consumers save for everyday purchases and fulfill their long-term financial goals. In 2025, 6.2 million Fintech Active Consumers (deposits) were able to save, earn competitive rates of interest and immediately access their money without losing interest. Government As part of our Government Services, we work with Kazakhstan’s Ministry of Digital Development and other government agencies to help digitalize important public services in the country. We participate in the IT Committee of the Kazakhstan President, which enables us to share our experience and help remove obstacles to digitalization in Kazakhstan. Responsible Business Practices Safeguarding customer trust and operating in a consistent and ethical manner is fundamental to achieving our long-term business strategy. These efforts are underpinned by our approach to risk management and oversight, including policies and standards to protect our customers and platform. For more information on our cybersecurity program, see “Item 16K. Cybersecurity.” Employees and Culture Fostering an engaged, diverse and resilient workforce is critical to achieving our mission. We continue to hire what we believe are high-quality professionals on the market to support both our existing products and future plans. Our Kaspi Lab’s corporate university program is specifically designed to recruit Kazakhstan’s top university graduates and is just one example of the investments we make to find talent. 63 Our internal culture promotes long-term learning and development. We have well-developed review systems to help employees identify where they are today and a wide array of talent and development programs to support them on the journey to get to where they want to be. The combination of the career progression we offer, education and training, and our approach to financial rewards is helping us to not only deliver on all aspects of our strategy but also play a major role in ensuring that Kazakhstan has the right human capital for the evolving digital future. For more information about our employees, see “Item 6. Directors, Senior Management and Employees—D. Employees.” REGULATION Kazakhstan We are subject to a number of laws and regulations in Kazakhstan that regulate, among other matters, payment services, anti-money laundering, data protection, information security and employment. Kaspi Bank is also subject to numerous laws and regulations governing banking activities in Kazakhstan. The following is only a summary and, as such, is not intended to provide an exhaustive description of all of the regulatory requirements to which we are subject in Kazakhstan. We believe that we are generally in compliance with applicable laws and regulations in Kazakhstan in all material respects. Although we cannot predict the effect of changes to existing laws and regulations, we are not aware of any proposed changes or proposed new laws and regulations that would have a material adverse effect on our business, other than outlined below. We note that the application of the regulations that are, in our opinion, material to our business and listed below may be subject to certain uncertainties and, therefore, may be associated with risks related to our business. We refer to such uncertainties below. In addition, we note that general uncertainties in the Kazakhstan regulatory, enforcement and judicial landscape may also affect our business and results of operations, including: •inconsistent interpretations, applications and enforcement of the law, including inconsistencies among laws, decrees, orders and regulations issued by the President of Kazakhstan, the Kazakhstan government, ministries and regulatory authorities and local laws, rules and regulations; •limited judicial and administrative guidance on interpreting Kazakhstan legislation; •the relative inexperience of judges, courts and arbitration tribunals in interpreting new principles of Kazakhstan legislation, particularly business and corporate law; •substantial gaps in the regulatory structure due to the delay or absence of implementing legislation; •a high degree of unchecked discretion on the part of governmental and regulatory authorities, including in matters of enforcement and interpretation of applicable laws, regulations and standards, the issuance and renewal of licenses and permits; •uncertainties related to protection of property rights against expropriation and nationalization; •underdeveloped or still maturing banking, insurance and securities markets laws and regulations; and •any future adverse changes in Kazakhstan tax law and advertising and e-commerce legislation. See “Item 3. Key Information—D. Risk Factors-Risks Relating to Kazakhstan and the Other Countries in Which We Operate” and “—Risks Relating to Taxation” for more detail. The main piece of Kazakhstan law regulating incorporation and management of joint stock companies is the JSC Law. See Exhibit 2.1 for more detail. 64 Regulation of Payment Services The Payment Systems Law The Law of the Republic of Kazakhstan No. 11-VI ZRK “On Payments and Payment Systems” dated July 26, 2016, as amended (the “Payment Systems Law”), is the main law establishing the legal framework for payment services in Kazakhstan. It sets forth the list of payment instruments, payments processing procedures and requirements with respect to payment services providers. Under the Payment Systems Law, it is prohibited to provide payment services in Kazakhstan without a corresponding license from the ARDFM or without registration with the NBK. A bank may provide payment services under the Payment Systems Law if it holds a license from the ARDFM for opening and maintaining clients’ bank accounts and performing transfer operations. Kaspi Bank holds a license for conducting banking and other operations and activities in the securities market (License No. 1.2.245/61 dated February 3, 2020), including, among other things, opening and maintaining clients’ bank accounts and performing transfer operations (the “Banking License”). The Banking License allows Kaspi Bank to provide payment services under the Payment Systems Law. Kaspi Bank was included in the Register of Significant Payment Services Providers as of May 1, 2018 and remains included therein as of the date of this annual report. The payment services provider is considered significant if it, among others, carries out payments or money transfers in a systemically important or significant payment system in the amount of at least 25% of the total volume of payments or money transfers made in such payment system per year, or processes transactions using payment cards in the amount of at least 25% of the total volume of payments or money transfers made using payment cards per year, or processes e-money transactions in the amount of at least 25% of the total volume of these e-money transactions per year. Under the Payment Systems Law, a significant payment service provider, among other things, must determine a risk management system with respect to the risks attributable to the activities of a significant payment service provider and the procedure for resolving conflicts of interest between a significant payment service provider and interested parties. The risk management system must establish procedures for identifying, measuring, monitoring and managing risks, procedures for ensuring continuity of payment service activities and a plan for the restoration of its activities. Under the Payment Systems Law, a significant payment service provider must submit to the NBK information on the payment services it provides, assess the quality of the provided payment services and present the results of such assessment to the NBK in accordance with the procedure established by the NBK. Accounts and Payment Processing Under the Payment Systems Law, the NBK determines rules and procedures for maintaining bank accounts, forms of payment documents, and terms and conditions for payments processing. In particular, the Rules for the Opening, Maintaining and Closing of Clients’ Bank Accounts approved by the Decree of the Management Board of the NBK No. 207 dated August 31, 2016, as amended, set forth, among other things, know-your-client procedures, the legal framework for bank account agreements to be entered into with clients, and a unified bank account number structure. The Rules for Making Non-Cash Payments or Money Transfers in the Republic of Kazakhstan approved by the Decree of the Management Board of the NBK No. 208 dated August 31, 2016, as amended, set forth requirements for payment documents and terms and conditions of payment processing. The NBK and the ARDFM The NBK monitors and supervises the payment services market and: •analyzes the market for payment services and the use of payment instruments; •analyzes and evaluates the services provided by payment service providers; •receives information from relevant payment service providers; •carries out record registration of payment organizations and maintains a register of payment organizations; •exercises control and supervision over the observance by payment service providers that are not banks and organizations carrying out certain types of banking operations, payment system operators and payment system operating centers of the requirements of the Kazakhstan legislation on payments and payment systems; 65 •conducts audits of the activities of payment service providers, payment system operating centers and other participants of the payment services market; and •applies restrictions and sanctions in case of non-compliance with legislation requirements. Under a law, effective from January 1, 2020, the NBK was reorganized, and a new state agency, the ARDFM, was spun off from the NBK. The ARDFM controls and supervises the compliance of banks with the payments and payment system regulation. The NBK ceased to perform its main functions as the state authority responsible for regulation, control and supervision of the financial market and financial organizations; however, it continues to perform certain key regulatory functions, such as conducting macroprudential policies and imposing a special regulatory regime. The macroprudential policy of the NBK involves, among other things, the monitoring of systemic risks in the financial system and, at its own discretion or jointly with the Kazakhstan government, imposing limitations on the performance of certain types of banking and other operations of financial organizations in case of occurrence, or a threat, of a systemic financial turmoil. Both the NBK and the ARDFM may introduce a special regulatory regime within their scope of regulation. The special regulatory regime is introduced for the purposes of increasing competition in the payment services market, the financial services market and investment attractiveness of the financial market, introduction of new services and development of the financial market to increase the degree of satisfaction and compliance with the interests of consumers, business entities and the state, and development of optimal regulation, control and supervision of the payment services market, the financial market and financial organizations, ensuring financial stability and protection of the interests of consumers. Special Regulatory Regime of the NBK The special regulatory regime of the NBK is a set of special conditions for conducting activities relating to payment services that may be imposed by a decree of the Management Board of the NBK for a period of up to five years in relation to payment organizations or other legal entities that are not financial organizations. The relevant decree should contain the types of payment services or related activity, the special conditions of rendering such services while the special regulatory regime is in force, and the terms of applicability of the Kazakhstan legislation to entities subject to the special regulatory regime. An entity which satisfies certain criteria established by the NBK may enter into a contract with the NBK for performance of activities as part of the special regulatory regime must be entered into with the NBK. A standard form of the contract is approved by the NBK. A payment service provider must notify its clients on that it is subject to the special regulatory regime. The NBK conducts a monthly monitoring of the entity’s compliance with the obligations under the contract. Special Regulatory Regime of the ARDFM The special regulatory regime of the ARDFM is similar to the special regulatory regime of the NBK and is a set of special conditions for conducting activities in the financial sector or activities related to the concentration of financial resources or payment services, that may be imposed by a decree of the Management Board of the ARDFM in consultation and coordination with the NBK for a period of up to five years. The relevant decree should contain the types of activities in the financial sector or activities related to the concentration of financial resources or payment services, and the special conditions of rendering such services while the special regulatory regime is in force, and the terms of applicability of the Kazakhstan legislation to entities subject to the special regulatory regime. An entity which satisfies certain criteria established by the ARDFM may enter into a contract with the ARDFM for performance of activities as part of the special regulatory regime. A financial service provider must notify its clients on that it is subject to the special regulatory regime. The ARDFM conducts a monthly monitoring of the entity’s compliance with the obligations under the contract. Financial Stability Council The Financial Stability Council is an advisory and consultative body under the President of Kazakhstan and performs interagency coordination to ensure financial stability. The Financial Stability Council consists of the Chairman of the NBK (Chairman of Financial Stability Council); Chairman of the ARDFM; Minister of Finance of Kazakhstan; Minister of the National Economy of Kazakhstan; Deputy of Presidential Chief of Staff of Kazakhstan; and AFIC Governor. 66 The primary objective of the Financial Stability Council is assisting in ensuring the financial stability of Kazakhstan and preventing or mitigating systemic risks. The Financial Stability Council initially considers and provides recommendations on issues related to ensuring financial stability, including: •macroprudential policy implementation measures aimed at mitigating systemic risks of the financial system; •measures for preventing financial turmoil and mitigation of its consequences; •rehabilitation measures for insolvent banks, the forced liquidation of which may lead to systemic risks for the financial system, including state participation in such rehabilitation; and •financing measures for rehabilitation of Second-Tier Banks (as defined below), including at the expense of the NBK or its subsidiaries. The operating entity of the Financial Stability Council is the NBK. The Financial Stability Council may request and receive materials required for the implementation of the functions and objectives of the Financial Stability Council from Kazakhstan state authorities and other organizations on the terms set out in the Kazakhstan legislation. Such materials include, among other things, information from the NBK on identified systemic risks, results of assessments and the monitoring of systemic risks and proposed measures for their mitigation in terms of macroprudential issues, and information from the ARDFM on the financial condition and risks of financial organizations, supervisory and regulatory measures in terms of macroprudential policy and the financial condition and material position of insolvent banks, proposed measures for rehabilitation of insolvent banks and the rationale of necessity, practicability and efficiency of state participation in consideration of issues related to rehabilitation measures for an insolvent bank. The Anti-Money Laundering Law The Law of the Republic of Kazakhstan No. 191-IV ZRK “On Countering the Legalization (Laundering) of Criminally Obtained Income, the Financing of Terrorism and the Proliferation of Weapons of Mass Destruction” dated August 28, 2009, as amended (the “Anti-Money Laundering Law”), covers a broad scope of persons (including certain types of companies and notaries) which can be designated as financial monitoring subjects and imposes a number of requirements that these persons have to comply with, including, among other things, the development of appropriate internal standards and procedures, client identification, control over client operations and the reporting of suspicious operations. In particular, payment organizations, insurance companies and banks are to be recognized as financial monitoring subjects. Under the Anti-Money Laundering Law, one of the main obligations imposed on financial monitoring subjects is the appropriate identification of clients and verification of certain operations, including: •cash transactions; •certain transactions where one of the counterparties is a legal entity registered, or an individual domiciled, in an offshore jurisdiction, or has a bank account in such jurisdiction; •transfer of money to or from a bank account or deposit opened in a foreign jurisdiction where such bank account or deposit has been opened for an anonymous person; •transactions conducted by a legal entity existing for less than three months; •sale and purchase of movable property, as a result of which ownership of such property is transferred; and •certain other transactions with property subject to mandatory registration, in each case, exceeding ₸1 million or such higher amounts depending on the type of the transaction. Under the Anti-Money Laundering Law, suspicious transactions must be reported immediately by financial monitoring subjects to the Financial Monitoring Agency of the Republic of Kazakhstan (the “Agency”), which has the authority to order suspension of suspicious transactions by the financial monitoring subjects, and in any case before the suspicious transaction has been processed. Transactions with money or other property that were not 67 recognized as suspicious before they were processed must be submitted by the financial monitoring subject to the Agency no later than twenty- four hours after the transaction is recognized as suspicious. In addition, financial monitoring subjects must carry out certain actions if an operation involves an individual or organization known to participate in extremist or terrorist activities. If the officer of a financial monitoring subject suspects that an operation is conducted to legalize any funds received from illegal activities, such operation must be reported whether or not it is qualified as suspicious. Financial monitoring subjects must not inform their clients that transactions are being reported and bear no liability for damages to their clients that may be caused by the suspension of the transactions or the refusal to process them. Regulation of Banking Activities Kazakhstan has a two-tier banking system, with the NBK comprising the first tier and all other commercial banks, including Kaspi Bank, comprising the second tier (“Second-Tier Banks”), with the exception of the Development Bank of Kazakhstan (DBK), which as a state development bank has a special status and belongs to neither tier. Generally, all financial institutions in Kazakhstan are required to be licensed and regulated by the ARDFM. The NBK The NBK is the central bank of Kazakhstan and the state authority that develops and conducts monetary policy, ensures the functioning of payment systems, conducts currency regulation and control and assists in ensuring the stability of the financial system and price stability in Kazakhstan. Although the NBK is an independent institution, it reports directly to the President of Kazakhstan. The NBK is authorized, among other things, to license legal entities conducting currency exchange operations and legal entities whose exclusive activity is the collection of banknotes, coins and valuables. The Law of the Republic of Kazakhstan No. 2155 “On the National Bank of the Republic of Kazakhstan” dated March 30, 1995, as amended (the “NBK Law”), sets forth the legal framework relating to the NBK’s status, organizational structure and authorities. The Banking Law The Banking Law is the main law regulating the banking sector in Kazakhstan. It establishes a framework for banking activities, registration and licensing of banks and regulation of banking activities by the ARDFM and the NBK. The Banking Law provides for a list of banking operations that cannot be conducted without an appropriate license from the ARDFM and sets forth a list of activities permitted for banks and Bank Holdings (as defined below). Kaspi Bank holds the Banking License for performing banking and other certain operations and conducting activity in the securities market. Systemically Important Financial Institutions Under the NBK Law, to ensure the stability of the financial system, the NBK performs regular monitoring of macroeconomic and macro-financial factors affecting the stability of Kazakhstan’s financial system and establishes a macroprudential policy, which includes a set of measures aimed at lowering the systemic risks of the financial system. Such systemic risks include the risks of interruption of the provision of financial services, which could possibly lead to the deterioration of the financial condition of the whole financial system or its parts, or the risk of interruption of the stable functioning of the financial system. Systemic risks also include risks relating to the operation of systemically important financial institutions, whose stable functioning determines the overall stability of the financial system. Among other functions, the NBK, subject to the approval of the ARDFM, determines the criteria for classifying financial institutions as systemically important and manages the list of such financial organizations. Second-Tier Banks may be assigned the status of a systemically important financial institution subject to the NBK’s determination. 68 The following criteria are used for determining whether a Second-Tier Bank is a systemically important financial institution: •scale of the bank, i.e., the share of the bank’s total assets and liabilities of the total assets and liabilities of all Second-Tier Banks; •interrelatedness of the bank with financial market participants: •share of the bank’s inter-bank assets, contingent assets towards Second-Tier Banks and investments in its subsidiaries of the total amounts for Second-Tier Banks; •share of the bank’s inter-bank liabilities, contingent liabilities towards Second-Tier Banks and liabilities on pension assets of the Unified Accumulative Pension Fund invested by deposits and securities of the total amounts for Second-Tier Banks; and •share of the amount of individuals’ deposits placed with the bank guaranteed by the Kazakhstan Deposit Guarantee Fund, of the total amount of such deposits, placed with all banks guaranteed by the Kazakhstan Deposit Guarantee Fund; •fungibility of the bank: •share of the total amount of payments made by the bank through the inter-bank money transfer system, inter-bank clearing system, payments in the e-banking market (in a banking network), payments and transfers made through correspondent accounts opened between the bank and its counterparties, through international money transfer systems in the total amounts for Second-Tier Banks; •share of the bank’s loan portfolio of the total loan portfolio of Second-Tier Banks; and •share of assets accepted by the bank for custody services of the total assets accepted by Second-Tier Banks for custody services; and •complexity of banking operations performed by the bank: •share of total contingent claims of the bank on derivatives and foreign currency of the total amounts for Second-Tier Banks; •share of total contingent liabilities of the bank on derivatives and foreign currency of the total amounts for Second-Tier Banks; and •proportion of the total amount of securities at fair value through profit or loss and securities at fair value through other comprehensive income held by banks in the total amounts for Second-Tier Banks. Kaspi Bank currently is a systemically important financial institution. Capital Adequacy, Liquidity Ratios All Second-Tier Banks are subject to regulations regarding regulatory capital and risk management. These regulations are broadly aligned with the principles of the Basel III framework. The ARFDM sets limits and rules for calculating capital adequacy, maximum credit exposures to single borrowers, liquidity ratios, open currency positions limits, the minimum amount of liabilities under instruments ensuring total loss-absorbing (loss-coverage) capacity, the leverage ratio, while the NBK sets limits and rules for calculating countercyclical capital buffer, sectoral countercyclical capital buffer, borrower's debt burden ratio and borrower's debt-to-income ratio. According to the Decree of the Management Board of the NBK No. 170 dated September 13, 2017, as amended, main capital and Tier 1 capital are defined through an exhaustive list of different categories of debt and equity that qualify for treatment as capital and certain ratios, as applicable. The NBK requires banks to maintain a K1 capital adequacy ratio (base capital to total assets weighted for risk) of 5.5%, and a K1-2 capital adequacy ratio (Tier 1 capital to total assets weighted for risk) of 6.5%. The K2 capital adequacy ratio (own capital to total assets weighted for risk) requirement is 8%. 69 In addition, all banks, except for systemically important financial institutions, must maintain levels of K1, K1-2 and K2 ratios, accounting for the conservation buffer and system buffer, of 8%, 9% and 10.5%, respectively, while systemically important financial institutions must maintain such ratios at minimum levels of 9.5%, 10.5%, and 12%, respectively. Kaspi Bank is required to comply with the ratios applicable to systemically important financial institutions. Where K1, K1-2 and K2 ratios of a bank comply with capital adequacy requirements but at least one of them is below the capital adequacy ratios calculated together with capital buffer requirements, the NBK regulations provide for certain limitations for any such bank to pay dividends or buy back shares except as provided by JSC Law. Shareholders of a bank who have the status of the Bank Holding or Major Participant (each, as defined below) of the bank are obliged to take measures provided for by the NBK regulations to maintain the capital adequacy ratios of the bank. As of the date of this annual report, the minimum charter capital for a newly-established bank was set at the level of ₸10 billion. In turn, the minimum capital base for a bank currently amounts to ₸10 billion. Second-Tier Banks must make calculations of risk-weighted assets for unsecured consumer lending by calculation of a consumer’s debt ratio, dependent on whether a consumer’s payroll is officially confirmed. Therefore, certain loans granted to customers with no formal payroll or a high level of indebtedness may bear risk weights in excess of 150%. Minimum Reserve Requirements Kazakhstan banks are subject to mandatory minimum reserve requirements established by the NBK, which require banks to maintain a portion of their liabilities in the form of reserve assets held with the NBK, which do not earn interest, and limited cash holdings. In 2025, the NBK revised the minimum reserve requirement framework, resulting in a material increase in reserve ratios and a more differentiated approach to the calculation of reserve requirements based on the currency and composition of bank liabilities. As a result of these changes, reserve requirements applicable to liabilities denominated in tenge were increased to 3.5% (from the previous range of 0%–2%, depending on maturity), while reserve requirements applicable to foreign currency liabilities were increased to 10% (from the previous 1%–3%). From April 2026, reserve requirements on certain categories of liabilities are expected to increase to up to 5.0% for liabilities denominated in tenge and up to 12%–15% for liabilities denominated in foreign currency, depending on the applicable classification of banks. From September 2026, a uniform reserve requirement of up to 15% is expected to apply to certain categories of foreign currency liabilities. The revised framework also introduced updated classifications of bank liabilities for reserve calculation purposes, including differentiated treatment of certain long-term debt instruments and repurchase transactions, as well as additional reserve requirements applicable to banks that have received state financial support. Regulation of Retail Lending Kazakhstan banks are required to maintain calculations of a debtor’s debt burden ratio in two forms: calculation of a borrower’s credit score (debt servicing capacity) and calculation of a borrower’s debt burden ratio. Calculation of the borrower’s debt ratio is required to determine whether the bank can grant unsecured consumer loans. Consumers are able to meet the required borrower’s credit score if their wage ratio exceeds the Minimum Subsistence Level (“MSL”), which is ₸50,581 as of the date of the annual report. The formula set for determining the minimum borrower’s credit score is as follows: Monthly wage ≥ MSL + 0.5*MSL*(number of minor family members). If a borrower’s monthly wage is lower than the amount calculated per the above and the debtor’s debt ratio exceeds 0.5, and the term of the unsecured consumer loan exceeds five years, banks cannot provide loans or credit lines to such a borrower and cannot refinance such borrower’s existing loans if such refinancing would increase the borrower’s debt ratio. 70 The calculation of the monthly wage is made taking into account, among other things, the following: •official wage for six months preceding the borrower’s application for the loan, which could be confirmed by documental means, among others, in the form of an extract from the Unified Accumulative Pension Fund, the database of State Corporation “Government for Citizens,” or an extract from the borrower’s bank account(s) to which salary and other income from the employer are credited; •the borrower’s average expenses with the use of a debit card for six months prior to the application for loan; •the ratio of the average monthly balances on the borrower’s deposit and/or current account for six months prior to the application for loan, expressed in months; and •the average monthly income for six months preceding the borrower's application date, calculated on the basis of an income certificate issued by the employer and/or a certificate from an education institution confirming the amount of the scholarship received. In addition, the Banking Law provides that under a loan agreement granted to an individual who is not engaged in entrepreneurial activity, a bank or any other organization performing various types of banking activities is not allowed to accrue and claim interest, penalty (fees or charges), or fees or other payments connected with such loan, following 90 consecutive calendar days of the individual’s delay in repaying any payments of the principal debt amount or interest on the loan. This restriction, however, does not apply to retail loans entered into with an individual if, as of the effective date of the loan agreement, the principal amount under the loan was secured in full by a property subject to registration or cash collateral. Deposit Insurance In December 1999, a self-funded domestic deposit insurance scheme (Kazakhstan Deposit Insurance Fund JSC) was established. As of the date of this annual report, 21 banks, including Kaspi Bank, are covered by this scheme. At present, the insurance coverage is limited to personal deposits in any currency and current accounts up to a maximum amount per customer of ₸20 million for a saving deposit in tenge, ₸10 million for other deposits in tenge and ₸5 million for deposits in a foreign currency at any given bank. Only banks participating in the deposit insurance scheme are authorized to open accounts and take deposits from private individuals and participation in the deposit insurance scheme is mandatory for Second-Tier Banks. If a customer holds several deposits of different kinds and in different currencies with a bank, such customer is entitled to receive aggregate guaranteed compensation in respect of such deposits in an amount not exceeding ₸20 million. Deposit Interest Rate Caps On January 1, 2024, a regulation in relation to deposit interest rates came into force. Under this regulation, fixed interest rate caps for tenge-denominated deposits with fixed interest rates applied only to the so-called “less than well capitalized banks.” From March 1, 2025, interest rate caps on tenge-denominated deposits were abolished for all banks, including those classified as “less than well capitalized banks.” Deposit interest rates are determined under market conditions, with market-based deposit rates published by Kazakhstan Deposit Insurance Fund JSC, a wholly owned subsidiary of the NBK. Where “less than well capitalized banks” materially increase deposit interest rates above the market level (i.e., above the market rate plus an applicable spread), in addition to the systemic risk contribution, such banks are required to pay an increased contribution to Kazakhstan Deposit Insurance Fund JSC, commensurate with the degree of excess and the volume of deposits attracted. Interest rate caps for deposits in foreign currency remain in place and continue to apply to all banks at a fixed level of 1.0%. The criteria for classifying as a less than well capitalized bank are established by the internal rules of Kazakhstan Deposit Insurance Fund JSC. Kaspi Bank currently does not fall within the criteria for being classified as “less than well capitalized bank.” 71 Acquisition of Shares of Kazakhstan Banks Shareholders of a Kazakhstan bank Under the Banking Law, any individual or legal entity can be a shareholder of a Kazakhstan bank except as follows: •a legal entity registered in an Offshore Jurisdiction (as defined below) cannot be a shareholder in a Kazakhstan bank, unless such Kazakhstan bank is a subsidiary of a non-resident bank and such non-resident bank has the minimum required credit rating issued by one of the rating agencies determined by the ARDFM; or •an individual or a legal entity cannot own shares in a Kazakhstan bank exceeding a certain threshold established by the Banking Law without the prior written consent of the ARDFM (as described below). General ownership restriction Direct or indirect acquisition of shares in a Kazakhstan bank may require the prior written consent of the ARDFM if certain thresholds set out under the Banking Law are met or exceeded. In particular, without obtaining the prior written consent of the ARDFM no person (whether independently or jointly with another person) can directly or indirectly: •own, use or manage 10% more of the Kazakhstan bank’s placed shares (excluding preferred shares and shares redeemed by the respective Kazakhstan bank), and also •have control or the ability to influence the decisions made by the respective Kazakhstan bank in the amount of 10% or more of the Kazakhstan bank’s placed shares (excluding preferred shares and shares redeemed by the respective Kazakhstan bank). This requirement, among other things, does not apply to the state or the national managing holding, an organization specializing in improving the quality of loan portfolios of Second-Tier Banks, subsidiaries of the NBK, and a single accumulative pension fund if it owns 10% or more of a Kazakhstan bank’s placed shares (excluding preferred shares and shares redeemed by a Kazakhstan bank) at the expense of pension assets. If a person acquires (whether independently or jointly with another person), directly or indirectly, 10% or more of the voting shares of a bank without obtaining the prior written consent of the ARDFM, the ARDFM has the right to apply the supervisory response measures envisaged by the Banking Law, which includes, among others, the requirement for the sale of shares in a bank by the respective person within a period not exceeding six months. In addition, exercising a right to vote at a general meeting of shareholders without the relevant ARDFM consent may be subject to a legal challenge by the ARDFM or any other interested party of the legality of the general meeting and any decision taken at such general meeting of shareholders. A person who has acquired 10% or more of the voting shares of a Kazakhstan bank is considered its affiliate and must disclose its identity to the respective Kazakhstan bank in the manner prescribed by the law. Information about the identity of an affiliate is publicly available. The owner of 10% or more of the voting shares in a Kazakhstan bank also assumes certain obligations, including the obligation to support the respective bank in remedying any financial problems it may incur (primarily through providing equity capital or subordinated debt), an obligation to obtain a credit rating and ongoing reporting obligations. The Banking Law also provides for such terms as “Major Participant” and “Bank Holding” in relation to shareholders of a Kazakhstan bank. Major Participant status Under the Banking Law, an individual or a legal entity (except for, among others, the state, the national managing holding, an organization specializing in improving the quality of credit portfolios of Second- Tier Banks and subsidiaries of the NBK), which (whether independently or jointly with another person): •may directly or indirectly own 10% or more of placed shares of a Kazakhstan bank (excluding preferred shares and shares redeemed by a Kazakhstan bank); 72 •may directly or indirectly be able to vote with 10% or more of the Kazakhstan bank’s voting shares; or •may influence the decisions taken by the Kazakhstan bank by virtue of a contract or otherwise, will be deemed to be a major participant of a Kazakhstan bank (the “Major Participant”) and will need to obtain the prior written consent of the ARDFM before acquiring such status. Bank Holding status Under the Banking Law, a legal entity (except for, among others, the state, the national managing holding, an organization specializing in improving the quality of credit portfolios of Second-Tier Banks and subsidiaries of the NBK), which (whether independently or jointly with another person): •may directly or indirectly own 25% or more of the Kazakhstan bank’s placed shares (excluding preferred shares and shares redeemed by a Kazakhstan bank); •may directly or indirectly be able to vote with 25% or more of the Kazakhstan bank’s voting shares; or •may determine the decisions taken by the Kazakhstan bank, by virtue of a contract or otherwise, or have control, will be deemed to be a bank holding of a Kazakhstan bank (a “Bank Holding”) and will need to obtain the prior written consent of the ARDFM before acquiring such status. Where a foreign legal entity directly holds 25% or more of the placed shares (excluding preferred shares and shares redeemed by a Kazakhstan bank) of a Kazakhstan bank, or has the ability to vote directly with 25% or more of the Kazakhstan bank’s voting shares, such foreign legal entity must be a financial organization that (i) holds a valid license (authorization) to carry out financial activities under the legislation of its country of residence, where such license (authorization) is required, (ii) has obtained the consent (authorization) to own shares of a Kazakhstan bank from the competent financial supervisory authority of its country of residence, where such consent is required, (iii) has at least the minimum required credit rating and (iv) is subject to consolidated supervision in its country of residence. The Banking Law sets forth a list of activities permitted for a Bank Holding. Such permitted activities include, among others: •establishment or acquiring shares by a Bank Holding of certain legal entities, including, (i) financial organizations, (ii) organizations engaged in development, implementation and support of software used by financial organizations, (iii) legal entities-non-residents of the Republic of Kazakhstan having the status of banks, insurance organizations, pension funds, professional participants in the securities market, (iv) organizations providing services to enable transactions between financial institutions or issuers and consumers of financial services using information system via the Internet, (v) organizations engaged in activities related to the offering and sale of goods, works, and services on an electronic marketplace and/or an information and advertising trading platform, and/or an internet platform, as well as in providing platforms owned by them for use by third parties for the above purposes, (vi) organizations engaged in the development, implementation, and maintenance of software, equipment, and devices in the field of information and communication technologies, and/or systems for biometric identification; •acquiring the bonds of, among others: (i) international financial organizations, including, Asian Development Bank, Eurasian Development Bank, European Bank for Reconstruction and Development, International Monetary Fund, International Finance Corporation, (ii) bonds that meet the requirements established by the NBK, such as bonds issued by the Ministry of Finance of the Republic of Kazakhstan, the National Bank of the Republic of Kazakhstan or local executive bodies of the Republic of Kazakhstan, bonds of foreign issuers having S&P rating not lower than “B” (or equivalent Fitch or Moody’s rating), and bonds issued by the governments of foreign countries having S&P sovereign rating of at least “BBB-” (or equivalent Fitch or Moody’s rating), (iii) own bonds of a Bank Holding and bonds issued by subsidiaries of the Bank Holding that are guaranteed by the Bank Holding; •acquiring assets from a person not associated with the Bank Holding by special relations for the Bank Holding’s own needs; 73 •providing consulting services on issues related to financial activities; •sale of own assets. Bank Holdings that indirectly own the shares of the bank through ownership of shares of a Bank Holding-resident of the Republic of Kazakhstan that directly owns the shares of the bank are exempt from limitations established by the Banking Law in relation to permitted activities. We are exempt from such limitations as we indirectly own shares in Kaspi Bank through JSC Kaspi Group. Consent of the ARDFM Under the Banking Law, the ARDFM’s consent for a Major Participant or Bank Holding status is issued by the ARDFM within 50 business days after the relevant application is submitted to the ARDFM subject to the provision of required documents and absence of grounds for the ARDFM’s refusal to issue the consent established by the Banking Law, which include, among others: •unstable financial condition of the applicant; •breach of requirements of Kazakhstan competition regulations as a result of acquiring the Major Participant or Bank Holding status; •potential deterioration of financial condition of the bank; •inefficiency of the provided recapitalization plan in the case of deterioration of a bank’s financial condition; and •lack of impeccable business reputation of an applicant who is an individual or of a business executive of an applicant which is a legal entity. Minimum credit rating requirement Non-resident legal entities may obtain the consent of the ARDFM to acquire the status of a Bank Holding or a Major Participant if such non-resident legal entities or their parent companies meet a minimum required credit rating determined by the ARDFM. This requirement does not apply to cases of acquisition by a non-resident financial organization of the Republic of Kazakhstan of 100% of the shares of a resident bank of the Republic of Kazakhstan from the national management holding. Offshore Jurisdictions prohibition In accordance with Article 17(5) of the Banking Law, legal entities registered in any of the Offshore Jurisdictions (as listed below) cannot directly or indirectly own, use, or dispose of voting shares of a Kazakhstan resident bank, unless such Kazakhstan resident bank is a subsidiary of a non-resident bank and such non-resident bank has the minimum required rating of one of the rating agencies determined by the ARDFM. The exact list of Offshore Jurisdictions is determined by the ARDFM. The following are currently Offshore Jurisdictions: Principality of Andorra; State of Antigua and Barbuda; Commonwealth of the Bahamas; Barbados State; State of Belize; The state of Brunei Darussalam; Republic of Vanuatu; Republic of Guatemala; State of Grenada; Republic of Djibouti; Dominican Republic; the Canary Islands (Spain); Macau Special Administrative Region (People’s Republic of China); Federal Islamic Republic of Comoros; Republic of Costa Rica; Labuan enclave (Malaysia); Republic of Liberia; Madeira Islands (Portugal); Republic of Maldives; Republic of Malta; Republic of Marshall Islands; Union of Myanmar; Republic of Nauru; Aruba and the dependent territories of the Antilles (Netherlands); Federal Republic of Nigeria; Cook Islands and Niue (New Zealand); Republic of Palau; Republic of Panama; Independent State of Samoa; Republic of Seychelles; State of Saint Vincent and the Grenadines; Federation of Saint Kitts and Nevis; State of Saint Lucia; Anguilla Islands, Bermuda, British Virgin Islands, Gibraltar, Cayman Islands, Montserrat Island, Turks and Caicos Islands, the Channel Islands of Sark and Alderney, South Georgia Island, South Sandwich Islands and Chagos Island (United Kingdom); U.S. Virgin Islands, Wyoming, Guam and the Commonwealth of Puerto Rico (United States); Kingdom of Tonga; Republic of the Philippines; Republic of Montenegro; Democratic Republic of Sri Lanka; United Republic of Tanzania; Commonwealth of Dominica; Cooperative Republic of Guyana; Lebanese Republic; Islamic Republic of Mauritania; Mariana Islands; City of Tangier (Kingdom of Morocco); Republic of Suriname; Republic of Trinidad and Tobago; Sovereign Democratic Republic of Fiji; Kerguelen Islands, French Guiana and French Polynesia (France); and Jamaica. 74 Financial Stability Under the Banking Law, in the event of a breach by a bank of capital adequacy or liquidity ratios, or two or more breaches by a bank in any 12-month period of any other prudential or other mandatory requirements, the Kazakhstan government, based on the proposal of the ARDFM, may acquire, either directly or through a national management holding company, the issued shares of any bank in Kazakhstan to the extent necessary (but not less than 10% of the total amount of placed shares of such bank, including those to be acquired by the Kazakhstan government or the national management holding company) to improve such bank’s financial condition and ensure compliance with prudential or other mandatory requirements. If all authorized shares are outstanding or the number of unplaced or treasury shares is insufficient for the acquisition, the Kazakhstan government may approve the increase of the number of authorized shares of the bank, the number of shares to be placed in favor of the Kazakhstan government and the placement price. The Banking Law provides that the management and shareholders of an affected bank are not granted any right to approve any such acquisition, and any shares issued as part of any such acquisition may be issued without granting pre-emptive rights to existing shareholders. Following such an acquisition, the state body authorized to manage state property or the national management holding company is authorized to appoint no more than 30% of the members of the board of directors and the management board of the affected bank. The Kazakhstan government or the national management holding company must sell the acquired shares by way of direct sale or through the stock exchange in case of improvement to the financial condition of the bank. If a bank’s liabilities exceed its assets, the ARDFM may buy out shares of such bank subject to the consequent sale of the shares to an investor guaranteeing improvement of the bank’s financial condition. The buyout is carried out under the ARDFM’s decision at the price determined by the ARDFM taking into account the ratio of the bank’s assets to its liabilities as of the date of the ARDFM’s decision. The shares are subsequently sold at the price the ARDFM bought the shares from the original shareholder to the investor that complies with the requirements set out by the Banking Law on the shareholders of the bank. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulation of Banking Activities—Acquisition of Shares of Kazakhstan Banks—Shareholders of a Kazakhstan bank.” The main objectives of these regulations are to improve early detection mechanisms for risks in the financial system, provide powers to the Kazakhstan government and the ARDFM to acquire shares in commercial banks that face financial problems, and improve the overall condition of financial institutions in Kazakhstan. Other Regulations The Banking Law establishes an exhaustive list of activities allowed for a Bank Holding and lists the types of legal entities whose shares may be acquired by a bank or a Bank Holding. Under the Banking Law, the ARDFM’s consent is required for election or appointment of the top management at the level of a bank and at the level of a Bank Holding. For consent purposes, top management of a bank includes members of the board of directors, members of the management board, chief accountant, deputy chief accountant and other managers of a bank coordinating or monitoring the activities of more than one structural unit of the bank and is authorized to sign documents on the basis of which banking operations are conducted. Top management of a Bank Holding includes members of the board of directors, members of the management board, chief accountant, deputy chief accountant and other managers of a Bank Holding coordinating or monitoring the activities of subsidiaries or organizations where a bank holding holds (directly or indirectly) significant participation in the capital of such organization (i.e., holds 20% and more of voting shares (participatory interests in the charter capital) (whether independently or jointly with another legal entity)). Regulatory Changes in the Banking Sector A new law “On Banks and Banking Activities in the Republic of Kazakhstan” was adopted in January 2026 and is scheduled to enter into force on March 19, 2026. As of the date of this annual report, the new law has not yet entered into force. Upon becoming effective, it will replace the existing Banking Law and is expected to introduce a number of changes to the regulatory framework applicable to banks in Kazakhstan. In particular, the new law introduces a more proportionate regulatory regime, including through the introduction of different categories of banking licenses (including basic and universal licenses), with regulatory requirements calibrated to the size, risk profile and complexity of banking operations. It also strengthens consumer protection 75 and cybersecurity standards and enhances transparency in the provision of financial services. In addition, the new framework establishes a unified financial ombudsman mechanism. The new law further introduces a revised bank resolution and crisis management framework based on a structured sequence of regulatory intervention stages, applied depending on the severity of a bank’s financial deterioration. These stages include enhanced supervision, financial recovery and resolution. Depending on the applicable regime, regulatory measures may include restrictions on certain banking operations, limitations on capital distributions and changes to governance and ownership structure. For systemically important banks, the new legislation introduces requirements to maintain a minimum level of instruments to ensure total loss-absorbing capacity (TLAC), intended to strengthen banks’ resilience and reduce reliance on public sector support. The new framework limits the use of state support to exceptional circumstances and provides that losses are expected to be absorbed by shareholders and eligible loss-absorbing instruments prior to any public intervention. Where state participation is required in relation to systemically important banks, such participation is intended to be temporary and subject to subsequent exit. Management of Distressed Assets The Banking Law allows a bank, upon receipt of the consent of the ARDFM, to establish or acquire a subsidiary organization acquiring distressed assets of the parent bank. One of our subsidiaries, ARK Balance LLP, was established on December 20, 2013 for the purpose of managing Kaspi Bank’s distressed assets. The procedure for a subsidiary acquiring distressed assets of the parent bank, the period during which the subsidiary manages the acquired distressed assets, as well as the requirements for such assets are established by the ARDFM. Such subsidiary organization may conduct only those activities related to the management of distressed assets which are in line with the regulations of the ARDFM. A subsidiary organization acquiring distressed assets is obliged to transfer the money received from its activities to the parent bank, except for amounts of expenses related to the implementation of the activities related to acquisition and disposal of distressed assets under the Banking Law. Authority of the ARDFM under the Banking Law Under the Banking Law, the ARDFM may apply a number of supervisory response measures with respect to banks (including Second-Tier Banks in Kazakhstan such as Kaspi Bank), Bank Holdings, the top management of the respective bank and the Bank Holding, their respective Major Participants, a bank conglomerate or organizations included in a bank conglomerate in order to protect the interests of depositors, creditors, clients and correspondents of banks, ensure the financial stability of banks and prevent deterioration of financial conditions and increasing risks related to bank’s banking activities. Supervisory Response Measures The Banking Law allows the ARDFM to apply the following supervisory response measures: •recommended supervisory response measures; •measures for improvement of financial condition and minimization of risks; and •compulsory measures of supervisory response. Recommended supervisory response measures “Recommended supervisory response measures” are taken by the ARDFM when deficiencies, risks or violations in the activities of banks, organizations engaged in certain types of banking operations, Major Participants, Bank Holdings, the bank conglomerate or organizations included in the bank conglomerate do not have material impact on financial stability and do not threaten their financial condition and / or interests of the bank’s depositors. Such measures include making a notification on discovered instances of non-compliance to a bank’s governing bodies, Major Participants, Bank Holdings or bank conglomerate member entity, recommendation on mitigation of revealed instances of non-compliance and warning on implementation of other supervisory response measures. 76 Measures on improvement of financial conditions and minimization of risks The Banking Law allows the ARDFM to apply a number of measures aimed at the improvement of the financial conditions and minimization of risks of the banks, organizations engaged in certain types of banking operations, Major Participants, Bank Holdings, the bank conglomerate or organizations included in the bank conglomerate. In particular, Article 46 of the Banking Law allows the ARDFM to apply, among other things, the following measures aimed at the improvement of financial condition and minimization of risks, including: •requiring that the bank maintains the capital adequacy ratios or liquidity ratios above the minimum levels established by the NBK; •removing the top management of a bank; •suspending or restricting carrying out certain types of banking and other operations, carrying out certain types of transactions or establishing a special procedure for their implementation; •restructuring of assets or bank liabilities, including changes in their structure; •reduction of expenses, including through the termination or limitation of additional hiring of employees, closure of branches and representative offices, subsidiaries, restriction of remuneration and other types of material incentives for top management; •suspension or restriction of investments in certain types of assets or the establishment of their special order of implementation; •forming provisions or reserves according to international financial reporting standards; •restricting operations with persons connected with a bank by special relations; and •suspending accrual or payment of dividends on shares or unlimited financial instruments. The ARDFM can apply the above compulsory measures by way of: •issuing mandatory written instructions to a bank setting out compulsory measures to be taken by the bank or requiring that the bank develops an action plan to restore such bank’s financial condition; •entering into an agreement with a bank setting out measures to be taken by the bank to remedy any identified breaches. While not being directly named “compulsory” these measures on improvement of financial conditions and minimization of risks are effectively compulsory in nature. Compulsory measures of supervisory response The Banking Law sets out a list of compulsory measures of supervisory response. ARDFM applies compulsory measures of supervisory response to Major Participants and Bank Holdings, as well as organizations that are part of a banking conglomerate if, among others: •the use of other supervisory response measures cannot ensure the protection of the interests of depositors and creditors, the financial stability of a bank, and the minimization of risks associated with the activities of a bank; or •the actions or inaction of a Bank Holding or a Major Participant could lead to a further deterioration in the financial position of the bank or Bank Holding. If a bank’s shareholders include a Major Participant or a Bank Holding, the ARDFM may require such shareholders to decrease their direct or indirect ownership of the relevant bank to less than 10% of the bank’s voting shares in the case of a Major Participant and less than 25% of the bank’s voting shares in the case of a Bank Holding. Such measures can be applied to a bank’s shareholder when, for example, the bank’s shareholders which are Major Participants or a Bank Holding are in an unstable financial condition, which may negatively affect the bank concerned. 77 ARDFM may apply measures on the improvement of financial conditions, the minimization of risks, and compulsory measures of supervisory response when it discovers any deficiencies, risks or violations including based on its justified judgment. Bank with an Unstable Financial Situation The ARDFM can classify a bank as a bank with an unstable financial situation threatening the interests of its depositors and creditors or threatening the stability of the financial system if certain criteria are met by the bank. Such criteria, among others, include situations when the bank’s capital adequacy ratios fall below the minimum levels, or the bank fails to fulfill monetary obligations and other claims of its creditors due to the absence or insufficiency of money in the bank. The ARDFM may apply any supervisory response measures to the bank with an unstable financial situation. If a bank’s unstable financial situation is not remedied within the period established by the ARDFM, the ARDFM may qualify this bank as an insolvent bank and apply certain measures, such as, for example: •requiring the bank to carry out compulsory restructuring of its liabilities; •requiring the bank to transfer all or part of its assets and liabilities to another bank(s); •creating a stabilization bank, and requiring the bank to transfer all or part of its assets and liabilities to such stabilization bank; or •deprivation of a license to conduct banking and other operations with the subsequent forced liquidation of the insolvent bank. Sanctions The ARDFM has the right to apply to the bank, the Major Participant, the Bank Holding, organizations that are part of a banking conglomerate, as well as organizations carrying out certain types of banking operations, sanctions (regardless of the supervisory response measures applied to them earlier, if any) in the form of suspension or deprivation of a bank’s license or annexes to a bank’s license for all or certain banking operations on the grounds provided for in Article 48 of the Banking Law. Personal Data Protection The Personal Data Law applies to us. Among other things, the Personal Data Law requires that an individual must consent to the processing (i.e., any action on the accumulation, storage, modification, addition, use, distribution, depersonalization, blocking and destruction) of their personal data and must provide such consent prior to the personal data being processed. Under the Personal Data Law, personal data processing consent may be provided in several forms, most commonly in writing. Under the Personal Data Law, the storage of personal data must be carried out by the owners or operators of personal data bases, as well as by any third party which has contractual relationships with such owners or operators, in the database which is physically located and stored within the territory of the Republic of Kazakhstan. Under the Personal Data Law, owners and operators of personal data databases must ensure security of personal data through legal, technical and organizational measures and in accordance with the requirements set forth by the Law of the Republic of Kazakhstan No. 418-V ZRK “On Informatization” dated November 24, 2015, as amended. Employment Employment matters in Kazakhstan are governed mainly by the Labor Code of the Republic of Kazakhstan No. 414-V dated November 23, 2015 (the “Labor Code”). The Labor Code sets out minimum rights of employees that must be complied with by any employer in Kazakhstan. Employment is required to be documented by an employment agreement that may be entered into either for an indefinite term or a fixed term (generally not less than one year). Foreigners may be employed in Kazakhstan equally as Kazakhstan citizens. However, as a general rule, a work permit is required prior to employment of foreign citizens. The permits are issued within the annual quota limits for employing foreigners in Kazakhstan established by the Ministry of Labor and Social Protection of the Republic of Kazakhstan. 78 Under the Labor Code, employees are granted certain rights and protections. For instance, a regular duration of working hours must not exceed forty hours a week. Overtime work must not exceed two hours a day for each employee and must be compensated. The total duration of overtime work must not exceed twelve hours a month and one hundred and twenty hours a year. The paid annual leave must be at least twenty-four calendar days. An employment agreement may be terminated, among others, by mutual consent of the employer and the employee, upon expiration of the employment agreement, at the employee’s initiative, or at the employer’s initiative. Unilateral early termination of employment agreements by an employer is possible only for certain reasons expressly outlined in the Labor Code, and generally requires a prior termination notice and compensation. The Labor Code establishes cases when early termination of employment agreements by an employer is prohibited, including during the period of temporary disability of employee and during the annual leave, as well as in relation to pregnant women, women with children under the age of three and single mothers of children under the age of fourteen or children with disabilities under the age of eighteen. Entering into a collective bargaining agreement is allowed by the Labor Code but is not compulsory. An employer must maintain a compulsory occupational accident insurance and social insurance. Consumer Protection Consumer protection in Kazakhstan is designed to safeguard the rights and interests of consumers and is regulated by Law of the Republic of Kazakhstan No. 274-IV “On Protection of Consumer Rights” dated May 4, 2010 (the “Consumer Protection Law”). The Consumer Protection Law guarantees the rights of consumers to, among others, have accurate and complete information about goods, works or services, as well as about the seller or producer, acquire goods, works or services that meet the required quality and safety standards, free choice of goods, works or services, exchange and return of goods, compensation for personal injury or property damages due to defects in goods, works or services. While the Consumer Protection Law mostly regulates the activity of sellers or producers of goods and service provides, it also imposes certain obligations on e-trading platforms, such as the e-Commerce business of our Marketplace Platform. Under the Consumer Protection Law, e-trading platforms must adopt adequate internal procedures targeted at the prevention of inappropriate actions of sellers and provision of false information for the purposes of preventing illegal trade. E-trading platforms must also ensure the use of secure communication channels in their operations. Commerce Regulation As we operate an e-marketplace, we are subject to e-commerce regulation in Kazakhstan under Law of the Republic of Kazakhstan No. 544-II “On Regulation of Commerce” dated April 12, 2004. Under this law, the infrastructure of e-commerce via e-trading platforms must provide for the user terms of service, electronic payment options for goods, works and services using banking payment systems, delivery options for goods or services, settlement of payments between sellers and purchasers and possibility of entering into contracts electronically. An e-trading platform must also develop procedures for ensuring the integrity and confidentiality of information. An e-trading platform generally must not disclose information on transactions and user data, transfer electronic documents to third parties, electronic messages or their copies and change the content of electronic documents or electronic messages or the procedure for their use. Advertising Regulation Advertising regulations in Kazakhstan aim to ensure fair and transparent practices, protect consumers, and maintain ethical standards in advertising. Law of the Republic of Kazakhstan No. 508-II “On Advertising” dated December 19, 2003 defines advertising as information distributed or placed in any form by any means, intended for the general public and designed to form or maintain interest in an individual or legal entity, goods, trademarks or services and facilitate the sale thereof. Advertising regulations set out general rules and requirements for advertising, such as that: •advertising must be reliable and recognizable; •advertising must be distributed in Kazakhstan in the Kazakh language, and at the discretion of the advertiser also in Russian or other languages; 79 •advertising of goods and services prohibited for production and sale is not allowed; •if the activity carried out by the advertiser is subject to licensing, then advertising of relevant goods, works and services, as well as advertising of the advertiser shall indicate the number of the license and the name of the authorized body that issued the license; •in advertising of goods, works and services sold on the territory of Kazakhstan the price, tariffs or rates must be indicated in tenge; •advertising must not be used to promote or advocate changes in the constitutional order, violation of the integrity of the Republic of Kazakhstan, undermining the security of the state, war, social, racial, national, religious, class and tribal superiority, the cult of cruelty and violence, pornography, as well as dissemination of information constituting state secrets of Kazakhstan and other secrets protected by law; •advertising must not cause panic in society, induce individuals to aggression, as well as to other illegal actions or inaction; •false, inaccurate, misleading, unethical, hidden advertising is prohibited. When producing, distributing, advertising financial (including banking), insurance, investment and other services related to the use of money of individuals and legal entities, securities, it is prohibited, among others, to: •provide information in advertising that is not directly related to the advertised services or securities; •guarantee income and the amount of dividends on common shares; •advertise securities without registration of their issue, as well as in the case of suspension or recognition of the issue of securities invalid; •provide any guarantees or proposals on the future profitability of activities, including by announcing an increase in the market value of securities; and •conceal any material terms stipulated in the contracts. Bankruptcy of Individuals On December 30, 2022, new Law of the Republic of Kazakhstan No. 178-VII “On Restoration of Solvency and Bankruptcy of Citizens of the Republic of Kazakhstan” (the “Citizens Bankruptcy Law”) was signed by the President introducing for the first time the concept of bankruptcy of individuals that are not individual entrepreneurs with the objective to reduce the debt burden of citizens. The Citizens Bankruptcy Law sets outs court and out-of-court bankruptcy procedures, as well as procedures for restoration of individuals’ solvency. The application for bankruptcy or restoration of solvency can only be filed by an individual and not their creditors. Out-of-court bankruptcy is available only for the purpose of terminating obligations under bank loan agreements and microcredit agreements of individuals if the creditor is a bank, a branch of a foreign bank, a microfinance organization or, in certain cases, a collection agency, only if the amount of debt does not exceed 1,600 MCI and subject to certain other conditions or if the term of non-fulfilment of obligations exceeds five years as of the date of the application submission. The application for an out-of-court bankruptcy must be filed through the specialized governmental web portal and/or the specialized mobile application, and once the resolution on bankruptcy is published, obligations of the debtor are deemed terminated. In respect of debts exceeding 1,600 MCI and meeting certain other conditions, individuals are able to apply for court bankruptcy. The court procedure includes appointment of a financial receiver who, among others, lists inventory of the debtor’s assets, coordinates with the Ministry of Finance the publication on the Ministry’s website of commencement of court procedure, collection of creditors’ claims, sale of the debtor’s assets, settlement of creditors’ claims, and issues a final report which includes a statement on whether there are grounds for termination of the debtor’s obligations. If the court is satisfied, it will pass a decision and once the decision is entered into force, obligations of the debtor are deemed terminated. An individual declared bankrupt is barred from getting a loan from banks and microfinance institutions for five years from the date of completion of the bankruptcy procedure and declaration of bankruptcy. In addition, a bankrupt individual is prohibited from providing collateral in the form of a pledge, guarantee or surety under any bank loan and microcredit agreement for the same period. 80 See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—Our business depends on consumers’ consumption and income levels.” Türkiye Various aspects of our Hepsiburada business in Türkiye are subject to Turkish laws and regulations. The following is a summary of certain regulations applicable to our subsidiary, Hepsiburada and the Turkish business: (i)The Law on Protection of Personal Data (Law No. 6698) published in the Official Gazette dated April 7, 2016, and numbered 29677 (the “Law on Protection of Personal Data”) is applicable to all of Hepsiburada’s online services that involve the retrieval of personal data from its users. Hepsiburada is required to retrieve, process, store, and destroy personal data in accordance with the relevant provisions of the Law on Protection of Personal Data. For additional information on the impact on our business in Türkiye of the Law on Protection of Personal Data, and of similar laws in other jurisdictions, see Item 3.D. “Key Information—Risk Factors—Risks Relating to our Business and Industry—Our business generates and processes a large amount of data. A breach or failure of our systems or website security, the theft, unauthorized access, acquisition, use, disclosure, modification or misappropriation of personal information, the occurrence of fraudulent activity, or other data security-related incidents may materially adversely affect our business, financial condition, results of operations and cash flows..” An amendment adopted on March 12, 2024, changed the provisions regarding data transfers abroad (abolishing the option to rely solely on explicit consent, subject to some exceptions) and processing of sensitive personal data. All data controllers had to comply with the changes as of June 1, 2024, except with respect to the amendment regarding transfers of personal data abroad, which came into effect on September 1, 2024. Regarding the transfer of personal data abroad, the Personal Data Protection Board (the “PDP Board”) was granted the authority to issue adequacy decisions for sectors or international organizations. Additionally, data transfers were made possible through binding corporate rules or standard contracts depending on the situation. The notification period for standard contracts to the Authority was set at five business days, with administrative fines introduced for non-compliance. The same amendment also includes changes regarding sensitive personal data. The new amendments provide several legal grounds for processing sensitive personal data in addition to obtaining explicit consent. (ii)The Law on Protection of Consumers (Law No. 6502) published in the Official Gazette dated November 28, 2013, and numbered 28835 (the “Law on Protection of Consumers”) is applicable to all of Hepsiburada’s online services to the extent their users qualify as consumers under Turkish law. Hepsiburada is required to protect our users’ rights in accordance with the relevant provisions of the Law on Protection of Consumers, which regulates consumer rights (which were expanded with the amendments to the Law on Protection of Consumers that were published in the Official Gazette dated April 1, 2022), from delivery of products or services, to the establishment of contractual agreements. Pursuant to the Law on Protection of Consumers, consumer disputes can be raised at a consumer arbitral tribunal, at a provincial consumer arbitral tribunal or at a consumer court, depending on the amount at issue in the dispute. (iii)The Regulation of Broadcasts via Internet and Combating Crimes Committed by Means of Such Publications (Law No. 5651) published in the Official Gazette dated May 4, 2007, and numbered 26530 (the “Law on Internet Crimes”) is applicable to all of Hepsiburada’s online services. As a “hosting services provider” as well as “content provider” for its direct sales under the Law on Internet Crimes, Hepsiburada is required to comply with the relevant provisions in relation to illegal content that might be posted on its online platform and notification requirements envisaged under the Law on Internet Crimes and its secondary legislation. The Information and Communication Technologies Authority of Türkiye (“ICTA”) oversees implementation of the Law on Internet Crimes. (iv)The Law on Regulation of E-Commerce (Law No. 6563) published in the Official Gazette dated November 5, 2014, and numbered 29166 (the “E-Commerce Law”) is applicable to all of Hepsiburada’s online services to the extent they provide commercial services to users through its online platform. Hepsiburada is classified as an “electronic commerce intermediary service provider” and “electronic commerce service provider” according to the E-Commerce Law, subjecting them to various obligations, including in relation to notifications, commercial communications, and other e-communications envisaged under the E-Commerce Law. 81 On July 1, 2022, the Turkish Parliament approved an amendment to the E-Commerce Law with the aim of preventing unfair competition, a harmful competitive environment, and monopolistic commercial practices in the Turkish e-commerce market. The amendments were announced in the Official Gazette on July 7, 2022. The E-Commerce Law was further amended on October 30, 2024. The Regulation on Electronic Commerce Intermediary Service Providers and Electronic Commerce Service Providers (“E-Commerce Regulation”) was announced in the Official Gazette numbered 32058 on December 29, 2022. The E-Commerce Regulation has replaced the Regulation on Service Providers and Intermediary Service Providers in E-Commerce published in the Official Gazette dated August 26, 2015, and numbered 29457. The E-Commerce Regulation was further amended on March 8, 2025. Hepsiburada is required to comply with various provisions under the E-Commerce Law and E-Commerce Regulation and may face administrative fines which varies based on the nature of the non-compliance. The provisions of the amendments of both the E-Commerce Law and the E-Commerce Regulation, which may apply to us acting as an electronic commerce intermediary service provider, include but are not limited to the following: •In the E-Commerce Law, electronic commerce intermediary service providers are classified according to their net transaction volumes referring to the sum of the values of final invoices or invoice substitute documents (excluding cancellations and returns) that must be issued for the contracts made and orders placed in a certain period through the electronic commerce marketplaces where electronic commerce intermediary service provider provides intermediary services, or, for electronic commerce service providers, its own electronic commerce environments that do not qualify as electronic commerce marketplaces. Hepsiburada’s Net Transaction Volume in 2025 was below the TRY 237,542.9 million threshold. •For all electronic commerce intermediary service providers: •a requirement to provide certain information regarding electronic commerce service providers and transaction methods on the marketplace’s homepage, to verify this information and to ensure that this information is up to date, with certain exceptions; •a prohibition against unfair commercial practices in electronic commerce. In addition, Article 11(6) of the E-Commerce Regulation lists additional practices which would only constitute unfair commercial practices for large and very large-scale electronic commerce intermediary service providers (as defined in the E-Commerce Regulation); •a ban on the sale of goods which bear the trademark of itself (electronic commerce intermediary service provider) or the persons with whom it has economic integrity; •an administrative fine and a ban on marketing and promotion activities in online search engines by using the registered trademarks constituting the main element of the domain name of an electronic commerce service provider, without its consent; and •a requirement to include mandatory elements of intermediation contracts concluded between electronic commerce intermediary service providers and electronic commerce service providers. The E-Commerce Regulation, which was most recently amended effective March 8, 2025, provides for additional mandatory elements for the intermediation contracts of medium, large and very large-scale electronic commerce intermediary service providers (as defined in the E-Commerce Regulation). In the future, in case of further amendments to these provisions or the emergence of certain common practices in the market as a result of application of these provisions or due to the decisions of judicial or regulatory authorities regarding these regulations or their interpretation, Hepsiburada may need to adjust its operations. •Furthermore, a new obligation was introduced for electronic commerce intermediary service providers operating in Türkiye whose Net Transaction Volume is over TRY 79,181.0 million in a calendar year and the number of transactions (excluding cancellations and returns) is over one hundred thousand, to obtain and annually renew an e-commerce license upon payment of a license fee. 82 The effective license fee will be calculated based on a graduated rate of a company’s Net Transaction Volume derived from within Türkiye for the prior calendar year such that the effective license fee applied would be the sum of progressively higher proportions of the electronic commerce intermediary service provider’s Net Transaction Volume exceeding the thresholds specified in the E-Commerce Law. For example, where the Net Transaction Volume is between TRY 79,181.0 million and TRY 158,361.9 million, the license fee is calculated as the three per ten thousand of the amount exceeding TRY 79,181.0 million. In case Net Transaction Volume is between TRY 158,361.9 million and TRY 237,542.9 million, the license fee is the sum of the above amount, plus five per thousand of the part exceeding TRY 158,361.9 million. Article 9 of the Law On Amendments To The Law On Consumer Protection And Certain Other Laws published on October 30, 2024 stipulates that certain specified sales and expenditures may be deducted from the Net Transaction Volume used as the basis for calculating license fees, up to multiples of such amounts decreasing annually from four times in 2024 to three times in 2025 and to two times from 2026 onwards. To benefit from this provision, the Net Transaction Volume of the electronic commerce intermediary service providers must not exceed 20% of the electronic commerce volume calculated by the Turkish Ministry of Trade using data from the Electronic Commerce Information System (ETBIS). This provision went into effect on January 1, 2025. •For electronic commerce intermediary service providers whose Net Transaction Volume in a calendar year is above TRY 79,181.0 million: (in addition to the restrictions above) a prohibition on providing accessibility between their own electronic commerce environments and promoting each other in these environments, restrictions on data usage and sharing, an obligation to notify share transfers and an obligation to submit an independent audit report and a regulatory compliance report to the Turkish Ministry of Trade. •For electronic commerce intermediary service providers whose Net Transaction Volume in a calendar year is above TRY 237,542.9 million and the number of transactions excluding cancellations and returns is above one hundred thousand: (in addition to the restrictions above) limits on the total amount of advertising and marketing expenditures and customer discounts. •For electronic commerce intermediary service providers whose Net Transaction Volume in a calendar year is above TRY 475,085.8 million and the number of transactions excluding cancellations and returns is above one hundred thousand: (in addition to the restrictions above) restrictions from engaging in certain business operations, such as payments and financial services. The restrictions also limit specified listing (announcement) activities within its platform and the provision of last-mile delivery (postal and transport) services to third parties. •Hepsiburada is not subject to all of the above-listed obligations, as the E-Commerce Law and the E-Commerce Regulation provide for different obligations depending on the annual Net Transaction Volume and number of transactions pertaining to electronic commerce intermediary service providers and electronic commerce service providers. The monetary thresholds in Additional Article 2, Additional Article 3 and Additional Article 4 of the E-Commerce Law (including the monetary thresholds for annual Net Transaction Volumes) were increased by half with the Presidential Decree No. 6829 dated February 22, 2023 and again by the Turkish Ministry of Trade on February 28, 2024, and most recently by the Turkish Ministry of Trade on February 27, 2025. Depending on Hepsiburada’s annual Net Transaction Volume and number of transactions, the scope of Hepsiburada’s obligations under the E-Commerce Law and the E-Commerce Regulation may be subject to change. Current thresholds are listed as below: 83 Article Subject 2025 Threshold Additional Article 2(2) Data usage and sharing, Accessibility between e-commerce environments, Share transfer notifications, Independent audit report, Regulatory compliance report (electronic commerce intermediary service providers) TRY 79,181.0 million Additional Article 2(3) Advertisement Budget, Discount Budget, Prohibition of restriction on the commercial relations, advertisement through alternative channels for the electronic commerce service provider (electronic commerce intermediary service providers) TRY 237,542.9 million Additional Article 2(4) Payment Services, Postal and Transport Services, Listing and Announcement Services (electronic commerce intermediary service providers) TRY 475,085.8 million Additional Article 4(1) Minimum net transaction volume for e-commerce license obligation TRY 79,181.0 million Additional Article 4(3)(a) Net transaction volume to which a marginal rate of 0.03% will be applied for the calculation of e-commerce license fee TRY 79,181.0 million – TRY 158,361.9 million Additional Article 4(3)(b) In addition to the above amount, net transaction volume to which a marginal rate of 0.5% will be applied for the amount exceeding the above threshold for the calculation of e-commerce license fee TRY 158,361.9 million – TRY 237,542.9 million Additional Article 4(3)(c) In addition to the above amounts, net transaction volume to which a marginal rate of 1% will be applied for the amount exceeding the above thresholds for the calculation of e-commerce license fee TRY 237,542.9 million – TRY 316,723.9 million Additional Article 4(3)(c) In addition to the above amounts, net transaction volume to which a marginal rate of 5% will be applied for the amount exceeding the above thresholds for the calculation of e-commerce license fee TRY 316,723.9 million – TRY 395,904.9 million Additional Article 4(3)(d) In addition to the above amounts, net transaction volume to which a marginal rate of 10% will be applied for the amount exceeding the above thresholds for the calculation of e-commerce license fee TRY 395,904.9 million – TRY 435,085.8 million Additional Article 4(3)(e) In addition to the above amounts, net transaction volume to which a marginal rate of 15% will be applied for the amount exceeding the above TRY 435,085.8 million – TRY 475,085.8 million 84 Article Subject 2025 Threshold thresholds for the calculation of e-commerce license fee Additional Article 4(3)(f) In addition to the above amounts, net transaction volume to which a marginal rate of 20% will be applied for the amount exceeding the above thresholds for the calculation of e-commerce license fee TRY 475,085.8 million – TRY 514,676.3 million Additional Article 4(3)(g) In addition to the above amounts, net transaction volume over which a marginal rate of 25% will be applied for the amount exceeding the above thresholds for the calculation of e-commerce license fee TRY 514,676.3 million Acting as an electronic commerce service provider through direct sales on the Hepsiburada online platform, they are also required to comply with the obligations provided for electronic commerce service providers under the E-Commerce Law and the E-Commerce Regulation. Service provider refers to natural or legal persons engaged in electronic commerce activities; whereas intermediary service provider refers to natural and legal persons that provide an electronic commerce environment for the economic and commercial activities of others. Accordingly, merchants on the Hepsiburada online platform qualify as service providers. They are also liable as a “content provider” for the content made available through Hepsiburada direct sales under the Law on Internet Crimes. Content provider refers to natural or legal persons who produce, modify and provide all kinds of information or data offered to users over the internet. According to the Law on Internet Crimes and the E-Commerce Law, Hepsiburada, as a hosting service provider and as intermediary service provider, respectively, have no liability in relation to the content listed by third parties or any illegality related to goods listed or services provided by such third parties on its platform, unless it receives a notification of the unlawful or illegal content and do not take any action (including removing unlawful content). If they receive a complaint from a third-party intellectual property right owner related to an illegal activity and/or content (including intellectual property infringement or sale of counterfeit product), on condition that the third-party intellectual property right owner submits all the mandatory information and documents as detailed in Article 12 of the E-Commerce Regulation, they remove the product/products subject to the complaint within 48 hours, and then they inform the third-party intellectual property right owner and seller of the product with explanations about the seller’s right to object. If the seller objects by submitting the documents and information specified in the E-Commerce Law in full, and it is clearly understood from the information and documents that the seller is right in his/her objection, Hepsiburada re-publishes the product for sale within 24 hours and informs the third-party intellectual property right owner and the seller. Hepsiburada may also unilaterally suspend a merchant’s account or terminate a merchant’s agreement if they receive a claim and detect that such merchant has engaged in unlawful or illegal activity or posted unlawful or illegal content (including by infringing third-party intellectual property rights or selling counterfeit products). (v)The Regulation Amending the Regulation on Measures to Prevent Laundering of Proceeds of Crime and Financing of Terrorism (Decree No: 9305), the Regulation Amending the Regulation on the Compliance Program Regarding Obligations to Prevent Laundering of Proceeds of Crime and Financing of Terrorism, and the Communiqué Amending the General Communiqué of the Financial Crimes Investigation Board (Serial No: 5) (Serial No: 26), published by MASAK in the Official Gazette dated December 25, 2024, include provisions regarding electronic commerce intermediary service providers. 85 Following these amendments, medium, large, or very large-scale electronic commerce intermediary service providers carrying out transactions with electronic commerce service providers have become subject to Law No. 5549 on Prevention of Laundering Proceeds of Crime and its secondary regulations, without any transaction limit. As a result, electronic commerce intermediary service providers are required to verify the identity of electronic commerce service providers in accordance with the provisions set forth in this legislation. Furthermore, Hepsiburada is required to appoint a compliance officer. Failure to comply with these regulations may result in an administrative fines of TRY 226,671 for each unverified electronic commerce service provider and approximately TRY 3.8 million in case of non-appointment of a compliance officer. (vi)The Regulation on Commercial Communication and Commercial Electronic Communications published in the Official Gazette dated July 15, 2015, and numbered 29417 (the “Regulation on Commercial Communication”) is applicable to all Hepsiburada’s online services. Hepsiburada is subject to various obligations in relation to notifications, commercial communications, complaints, and e-mails under the Regulation on Commercial Communication. (vii)The Regulation on Distance Contracts published in the Official Gazette dated November 27, 2014, and numbered 29188 (the “Regulation on Distance Contracts”) is applicable to Hepsiburada’s operations to the extent they execute distance contracts with their users (that are defined as consumers under Turkish law) while they are providing services. They are required to comply with various obligations under the Regulation on Distance Contracts. With the Regulation on the Amendment of the Distance Sales Contracts’ Regulation published in the Official Gazette on August 23, 2022 that entered into force on October 1, 2022, obligations of intermediary service providers have been extended, in particular with respect to provision of information to consumers and authorities. In addition, inter alia, the following amendments were made to be effective as of January 1, 2026 (originally stated as of January 1, 2024, with an initial extension to January 1, 2025). •In case the consumer exercises the right of withdrawal, return costs can be charged to the consumer provided that it is included in the distance sales contract, except in cases where consumers return defective products as defined in the Regulation on Distance Contracts. •The exceptions to exercise the right of withdrawal are expanded and it is stated that the consumer cannot exercise his/her withdrawal right for the following products purchased and/or contracts executed: •Movables and drones that are required to be registered with the Traffic Registry, •Mobile phones, smart watches, tablets and computers, •Contracts concluded by public auction in the form of a live auction, and •Products of which the installation and configuration are fulfilled by the seller or authorized technical service in accordance with the user manuals. Notwithstanding the foregoing, pursuant to the Regulation on the Amendment of the Regulation on Distance Contracts published in the Official Gazette dated May 24, 2025, it was resolved that, effective as of January 1, 2026, the provisions allowing (i) return costs to be charged to the consumer and (ii) mobile phones, smart watches, tablets and computers to be included within the scope of exceptions to the right of withdrawal were repealed before entering into force. As a result, the remaining amendments set out above entered into force as of January 1, 2026. The Turkish Ministry of Trade is the competent authority for imposing fines on service providers and intermediary service providers under the E-Commerce Law, Regulation on Commercial Communication, E-Commerce Regulation and the Regulation on Distance Contracts. (viii)With the amendment made to the Income Tax Law No. 193 in accordance with the “Law on Amendments to Tax Laws and Certain Laws and the Decree Law No. 375” published on August 2, 2024, as of January 1, 2025, Hepsiburada is obliged to deduct withholding tax on behalf of merchants selling through its platforms, as an offset to the income taxes payable by such merchants, due to Hepsiburada’s role as an intermediary service provider, as defined in the E-Commerce Law. In this regard, on December 22, 2024, a Presidential Decision numbered 9284 was published in the Official Gazette which set the rate of withholding tax payable by such merchants at 1%, commencing on January 1, 2025. 86 In addition, (a)Hepsijet carries out its activities under the licenses issued by the Turkish Information Technologies Authority and the Ministry of Transportation, and is under the regulatory oversight of such governmental authorities; (b)Hepsipay carries out its activities under the license issued by the Turkish Banking Regulation and Supervision Agency, and is under the regulatory oversight of Central Bank, which published the Payment Services Regulation and the Payment Services Communiqué in December 2021. The Payment Services Regulation and the Payment Services Communiqué required Hepsipay to comply with certain minimum levels of collateral, equity and diligence by September 30, 2023 (following a number of extensions to the original deadline). Moreover, on October 7, 2023, the Central Bank introduced certain amendments to the Payment Services Regulation within key areas, including, among others, digital wallets, payment service providers, e-money issuers, card-based payment instruments, the scope of Central Bank permissions for share transfers, and the protection of payment funds. Notably, the amendments impose new requirements on payment service providers such as Hepsipay to obtain certain licenses and authorizations for their activities, including an operating license for providers offering digital wallet services and an authorization for digital wallet service providers involved in transferring funds to issue electronic money. These new statutory permits were initially due to be obtained from the Central Bank by October 7, 2024 and the Central Bank has extended the deadline until December 31, 2025. Hepsipay obtained the necessary licence permits for its digital wallet services pursuant to the Central Bank Decision No.11765/21364 dated December 27, 2024, which was published in the Official Gazette on January 10, 2025. Further, on January 27, 2024, the Official Gazette published the Communiqué on the Redetermination of Minimum Equity Amounts for Payment and Electronic Money Institutions, revising the minimum equity amounts for payment and electronic money institutions set forth in the Payment Services Regulation. Payment and electronic money institutions were mandated to adhere to the updated minimum equity requirements by June 30, 2024, when the communiqué came into effect. Following this date, Hepsipay inadvertently had a 54-day period in which its capital level was below the minimum regulatory thresholds of TRY 55 million. Hepsipay raised its capital to above the minimum regulatory threshold as soon as information regarding this breach was discovered, but in line with regulatory requirements, the infringement was reported to the Central Bank. Although Hepsipay has never intentionally had insufficient capital and its shareholder increased such capital to comply with regulations at the first instance such requirement was apparent, this may still result in a fine. The aforementioned minimum equity amounts for payment and electronic money institutions were further revised pursuant to the Communiqué on the Redetermination of Minimum Equity Amounts for Payments and Electronic Money Institutions, dated January 31, 2026. Accordingly, the minimum regulatory equity requirement applicable to Hepsipay was set at TRY 105 million. Within the scope of the Communiqué on the Management and Supervision of IT Systems of Payment Institutions and Electronic Money Institutions, regular independent audit is required to be performed every two years. As a result of the independent audit conducted during April 2024, the Central Bank notified Hepsiburada that it had identified seven instances of non-compliance by Hepsiburada with the Communiqué on the Management and Supervision of IT Systems of Payment Institutions and Electronic Money Institutions, relating to asset management, outsource management and software change management processes. The Central Bank requested that Hepsiburada provide a written response, including an action plan to remedy the identified instances of non-compliance within one month. The Central Bank imposed an administrative fine in the amount of TRY 1,060,128 on Hepsiburada for these breaches. The administrative fine was paid in the total amount of TRY 795,096 by benefiting from the 25% early payment discount applied; (c)Prior to its discontinuance in March 2024, Hepsiburada Seyahat carried out its activities under the license issued by the Turkish Ministry of Culture and Tourism, and was under the regulatory oversight of such governmental authority. Hepsiburada Seyahat’s license has since been suspended following the discontinuance of operations; 87 (d)HepsiGlobal is subject to consumer protection regulations as well as relevant customs regulations: •for inbound and outbound operations in Türkiye, Turkish customs regulations are applied, including August 2024 amendments that reduced the value limit, from €150 to €30, for simplified processing of imported consumer goods sent to individuals by mail or express courier and raised the applicable Single and Fixed Duty for such goods, from 20% to 30% for goods imported from the EU and from 30% to 60% for goods imported from non-EU countries. The €30 limit has since been repealed, and •for operations in other markets applicable customs and VAT regulations of the relevant country will be applicable; (e)Hepsifinans carries out its activities under the permission by the Turkish Banking Regulation and Supervision Agency, and is under the regulatory oversight of such governmental authorities. Accordingly, Hepsipay, Hepsifinans, Hepsijet, HepsiGlobal and Hepsiburada Seyahat are under an obligation to comply with the regulations issued by the abovementioned authorities as well as the Law on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions No: 6493 (Hepsipay), Highway Transportation Law No. 4925 and Law on Postal Services No: 6475 (Hepsijet), and Law on Travel Agencies and the Association of Travel Agencies No: 1618 (Hepsiburada Seyahat) and Law On Financial Leasing, Factoring, Financing and Saving Financing Companies No: 6361- (Hepsifinans). Hepsiburada, HepsiPay, Hepsifinans, and Hepsijet are also subject to the Turkish Financial Crimes Investigation Board (MASAK) rules and regulations. Failure to comply with regulations may result in the limitation, suspension or termination of services and/or the imposition of civil and criminal penalties, including fines. In addition, as Hepsiburada conducts its business operations through a hosting provider certificate (yer sağlayıcılığı faaliyet belgesi) issued by the ICTA which grants it the right to provide content and services in its online platform, failure to comply with the applicable provisions may result in the suspension of its internet access services upon a decision of ICTA. C.ORGANIZATIONAL STRUCTURE We are a joint-stock company incorporated in Kazakhstan and a parent company for our Group, which offers its products and services under the “Kaspi.kz” brand. The Company has the status of the regulated bank holding company of Kaspi Bank under Kazakhstan laws. See “Item 4. Information on the Company—B. Business Overview—Regulation.” Our registered address is at 154A Nauryzbai Batyr Street, Almaty, 050013, Kazakhstan, and our telephone number is +7 727 3306710. Our investor relations website address is ir.kaspi.kz. Any information contained on our investor relations or other websites does not form part of this annual report. Our significant subsidiaries are as follows: Kaspi Shop LLC is a company incorporated in Kazakhstan that facilitates the operation of our Marketplace Platform. JSC Kaspi Group is a company incorporated in Kazakhstan and is our intermediary holding subsidiary. JSC Kaspi Group has the status of the bank holding company of Kaspi Bank under Kazakhstan laws. See “Item 4. Information on the Company—B. Business Overview—Regulation.” Kaspi Travel LLC (previously, LLP Traveleasy) is a company incorporated in Kazakhstan and acquired by us in July 2020, whose primary business is selling online airline and railway tickets. Kaspi Pay LLC is a company incorporated in Kazakhstan that operates our mobile payments platform for merchants enabled by QR technology and our Kaspi Pay Super App. Kaspi Cloud LLC is a company incorporated in Kazakhstan that provides data center services to our other group companies supporting the storage, maintenance and processing of information using server software and equipment. Kaspi Office LLC is a company incorporated in Kazakhstan that provides real estate management services for our group companies and owns our two main head office buildings in Almaty. 88 Magnum E-commerce Kazakhstan LLC is a company incorporated in Kazakhstan, through which we operate our e-Grocery business. We acquired a 90.01% share in Magnum E-commerce Kazakhstan in February 2023 with an investment of ₸ 70 billion in its share capital. Prior to our acquisition, Magnum E-commerce Kazakhstan was a wholly-owned subsidiary of Magnum, the largest retail food chain in Kazakhstan, who retained a 9.99% share in the company. JSC Kolesa is a joint stock company incorporated in Kazakhstan, whose primary business is real estate, cars and general classifieds. Kaspi Bank JSC is a joint-stock company incorporated in Kazakhstan. Kaspi Bank is regulated by the ARDFM and the NBK and conducts its business under a license for conducting banking and other operations and activity on securities market (No. 1.2.245/61 dated February 3, 2020). Kaspi Bank’s primary business consists of consumer banking activities. ARK Balance LLC is a company incorporated in Kazakhstan, whose primary business is distressed asset management. Digital classifieds is a company incorporated in Azerbaijan, whose primary business is real estate, cars and general classifieds in Azerbaijan. On January 29, 2025, the Group acquired 65.41% share in “D-MARKET Electronic Services & Trading” (“Hepsiburada”) JSC with the consideration of approximately USD 1,127 million, followed by an acquisition of an additional 10.55% of the shares in Hepsiburada to 75.96% in December 2025. D-MARKET Electronic Services & Trading operates the Hepsiburada e-Commerce platform. On January 5, 2026, the Group entered into a stock purchase agreement that resulted in the Group acquiring 85.17% of Hepsiburada. For a detailed discussion of our organizational structure, including proportion of ownership interest of our significant subsidiaries, please see note 1—Corporate Information—Information about the group of companies to our audited consolidated financial statements as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 included elsewhere in this annual report. D.PROPERTY, PLANTS AND EQUIPMENT Our headquarters, consisting of approximately 23,722 square meters, are located at 154A Nauryzbai Batyr Street, Almaty, 050013, Kazakhstan. We own our headquarters and lease most of the remaining real estate space.