Kaspi.kz to become controlling shareholder in Türkiye’s Hepsiburada

Joint Stock Company Kaspi.kz (“Kaspi.kz” NASDAQ: KSPI) has
announced that it has signed a defini ve agreement with Hanzade Doğan, the founder and
controlling shareholder of D-Market Electronic Services & Trading (“Hepsiburada” NASDAQ:
HEPS), and Vuslat Doğan Sabancı, Begüm Doğan Faralyalı, Arzuhan Doğan Yalçındağ and Işıl
Doğan to acquire 65.41% of all the total outstanding Class A and Class B shares of Hepsiburada.
Founded in 2000 by Hanzade Doğan, Hepsiburada has long been one of Türkiye’s leading ecommerce pla orms. The company grew by focusing on customer service, technology, logis cs
and a broad assortment of products across various retail categories. For fiscal year 2023, the
company recorded around $4 billion in gross merchandise value (GMV), served around 12
million consumers and 101 thousand merchants. For first half of 2024, Hepsiburada was EBITDA
posi ve and equivalent to 2.4% of GMV.
The aggregate considera on for the transac on is approximately $1,127 million, payable in cash
in two installments. The transac on is subject to customary closing condi ons and regulatory
approvals in Türkiye, with closing expected in the first quarter 2025.
Mikheil Lomtadze, CEO and co-founder of Kaspi.kz, commented:
“We are excited about the opportunity to join forces with Hepsiburada, one of the leading ecommerce companies in Türkiye. Expanding our addressable market to 100 million people has
been an important strategic priority for Kaspi.kz.
Hepsiburada is a strong cultural fit with Kaspi.kz given its innova ve culture, focus on providing
high quality services to consumers and merchants and commitment to long-term sustainable
growth. Like Kaspi.kz, Hepsiburada is a highly entrepreneurial company and home-grown ecommerce champion, built by a visionary founder. Both companies are driven by a similar
purpose, namely to improve consumers’ and merchants’ lives.
Hepsiburada is EBITDA posi ve, which is a strong testament to the current shareholders and
management team who have focused on profitable growth rather than growth at all costs.
Going forward following the closing of the transac on both companies will maintain dis nct
brands and opera ng structures. We are aiming to leverage the combined knowledge and
technology that the Kaspi.kz and Hepsiburada teams bring, as we plan to jointly con nue

advancing e-commerce and digital services in Türkiye and Kazakhstan. We believe that SMEs
and entrepreneurs in Kazakhstan and Türkiye will benefit from new opportuni es between our
countries.”
Hanzade Doğan, Founder and Chairwoman of Hepsiburada, commented:
“Today marks a significant milestone for Hepsiburada Group, which I founded 24 years ago. As a
pioneer in Türkiye’s digitaliza on journey through innova ve e-commerce prac ces,
Hepsiburada now embarks on an exci ng future with Kaspi.kz, Kazakhstan’s largest company by
market capitaliza on. I’m immensely proud of Hepsiburada’s journey, its approximately 10,000-
strong workforce, 101 thousand merchants, and 12 million customers.
Our en re ecosystem has worked relessly to build one of Türkiye’s most powerful brands. In
2021, we achieved the honor of becoming Türkiye’s first and only NASDAQ-listed company,
raising our na on’s flag among global tech giants.
My vision for Hepsiburada is one of sustainable growth and increased value crea on. Kaspi.kz,
with its focus on improving people’s lives through innova ve solu ons and status as a NASDAQlisted company, is the ideal partner to help Hepsiburada reach its full poten al.
Recognized as an inspiring success story in the global technology world, Kaspi.kz’s commitment,
trust, and investment in Türkiye will undoubtedly strengthen Hepsiburada’s posi on in the
country’s e-commerce sector.
I extend my hear elt gra tude to all our stakeholders who have believed in the values that have
shaped Hepsiburada. As we embark on this new chapter, I wish both Hepsiburada and Kaspi.kz
great success in their shared journey ahead.”

Details of the Transaction

On 17 October 2024 Kaspi.kz signed a stock purchase agreement with Hanzade Doğan, Vuslat
Doğan Sabancı, Begüm Doğan Faralyalı, Arzuhan Doğan Yalçındağ and Işıl Doğan to purchase
Class A and Class B shares represen ng 65.41% of the total outstanding share capital of
Hepsiburada. The aggregate considera on for the transac on is approximately $1,127 million,
payable in cash in two tranches: (i) $600.0 million at closing, and (ii), $526.9 million no later
than in six months post-closing.
To finance the investment, Kaspi.kz intends to use its own cash from opera ons and cash at
hand. Following the recent assignment of BBB- investment grade credit ra ng by Fitch, Kaspi.kz
may explore opportuni es in debt capital markets, subject to terms and market condi ons;
however, no such arrangements or commitments are currently being nego ated or
contemplated.

Subject to customary closing condi ons and receipt of regulatory approval by certain Turkish
government agencies, the transac on is expected to close in the first quarter 2025.
DLA Piper LLP (USA), Akol Law (Türkiye) and Kinstellar Almaty (Kinstellar LLP) served as legal
counsels to Kaspi.kz for this transac on. Sullivan & Cromwell LLP (USA), Kabine Law Office
(Türkiye) and Dentons LLP (Kazakhstan) served as legal counsels to the Doğan Family