JSC KASPI.KZ AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit AgreementDeposit Agreement • December 28th, 2023 • Joint Stock Co Kaspi.kz • Services-computer processing & data preparation • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of __________, 2023 among JSC KASPI.KZ, a company incorporated under the laws of Kazakhstan (herein called the “Company”), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the “Depositary”), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
FORM OF OPTION AGREEMENT FOR THE PURCHASE OF SECURITIESOption Agreement • December 28th, 2023 • Joint Stock Co Kaspi.kz • Services-computer processing & data preparation
JSC Kaspi.kz, a legal entity in accordance with the legislation of Kazakhstan, located at 154A Nauryzbai Batyr Street, Almaty, 050013, Kazakhstan, hereinafter referred to as the “Option Seller”, represented by Mikheil Lomtadze, Chairman of the Management Board, acting on the basis of the Charter, on the one part, and
TRUST MANAGEMENT AGREEMENTTrust Management Agreement • December 28th, 2023 • Joint Stock Co Kaspi.kz • Services-computer processing & data preparation
Kaspi Shop Limited Liability Company, BIN 150540002688, registered at 154A Nauryzbai Batyr Street, Almaty, 050013, Republic of Kazakhstan (the “Trustee”), represented by Director O.A. Arefyev, on the one part,
•] Common Shares, represented by [•] American Depositary Shares JOINT STOCK COMPANY KASPI.KZ UNDERWRITING AGREEMENTUnderwriting Agreement • December 28th, 2023 • Joint Stock Co Kaspi.kz • Services-computer processing & data preparation • New York
STOCK PURCHASE AGREEMENT BY AND AMONG HANZADE VASFİYE DOĞAN BOYNER, VUSLAT DOĞAN SABANCI, YAŞAR BEGÜMHAN DOĞAN FARALYALI, ARZUHAN DOĞAN YALÇINDAĞ, AND IŞIL DOĞAN, AS THE SELLERS, AND JOINT STOCK COMPANY KASPI.KZ, AS THE BUYER DATED AS OF OCTOBER 17, 2024Stock Purchase Agreement • October 18th, 2024 • Joint Stock Co Kaspi.kz • Services-business services, nec • New York
This Stock Purchase Agreement (this “Agreement”) is entered into as of October 17, 2024, by and among Hanzade Vasfiye Doğan Boyner, a Turkish citizen with the Turkish ID number [•] and residing at [•] (“HVDB”), Vuslat Doğan Sabancı, a Turkish citizen with the Turkish ID number [•] and residing at [•] (“VDS”), Yaşar Begümhan Doğan Faralyalı, a Turkish citizen with the Turkish ID number [•] (“YBDF”), Arzuhan Doğan Yalçındağ, a Turkish citizen with the Turkish ID number [•] and residing at [•] (“ADY”), and Işıl Doğan, a Turkish citizen with the Turkish ID number [•] and residing at (“ID” and, together with HVDB, VDS, YBDF and ADY, each individually, a “Seller” and, collectively, the “Sellers”), and Joint Stock Company Kaspi.kz, a joint stock company incorporated under the Laws of Kazakhstan (the “Buyer” and, together with the Sellers, each, individually, a “Party” and, collectively, the “Parties”).
JSC KASPI.KZ - and - [INSERT DIRECTOR/MANAGER NAME] FORM OF DEED OF INDEMNITYDeed of Indemnity • December 28th, 2023 • Joint Stock Co Kaspi.kz • Services-computer processing & data preparation • England and Wales
The Company has agreed to indemnify the Indemnitee against certain liabilities incurred by the Indemnitee in the proper exercise of his/her powers and performance of his/her duties as a [director/senior executive] of the Company.
FORM OF OPTION AGREEMENT FOR THE PURCHASE OF SECURITIESOption Agreement • December 28th, 2023 • Joint Stock Co Kaspi.kz • Services-computer processing & data preparation
JSC Kaspi.kz, a legal entity in accordance with the legislation of Kazakhstan, located at 154A Nauryzbai Batyr Street, Almaty, 050013, Kazakhstan, hereinafter referred to as the “Option Seller”, represented by Mikheil Lomtadze, Chairman of the Management Board, acting on the basis of the Charter, on the one part, and
AUTHORIZED CAPITAL CONTRIBUTION AGREEMENTAuthorized Capital Contribution Agreement • December 28th, 2023 • Joint Stock Co Kaspi.kz • Services-computer processing & data preparation
Kaspi Shop LLC, hereinafter referred to as the “Investor”, represented by O.A. Arefyev, Director (IIN ….), acting on the basis of the Charter and resolution of the Sole Shareholder, on the one part, and Magnum E-commerce Kazakhstan LLC, hereinafter referred to as the “Company”, represented by Azamat Maratovich Osmanov (IIN ….), acting on the basis of the Charter and resolution of the Sole Stakeholder, on the other part, collectively referred to as the “Parties”, and separately as referred to above or as the “Party”, have concluded this Contribution Agreement (the “Agreement”) as follows.
•] Common Shares, represented by [•] American Depositary Shares JOINT STOCK COMPANY KASPI.KZ COMPANY SUPPORT AGREEMENTCompany Support Agreement • December 28th, 2023 • Joint Stock Co Kaspi.kz • Services-computer processing & data preparation • New York
FORM OF SERVICE AGREEMENT NoService Agreement • December 28th, 2023 • Joint Stock Co Kaspi.kz • Services-computer processing & data preparation
JSC Kaspi.kz, hereafter called “the Company”, represented by the Chairman of the Board M. Lomtadze acting in accordance with the Charter, as the party of the first part, and _________ (nationality: ____), hereafter called “the Director”, as the party of the second part, individually a “Party” and collectively the “Parties”, have entered into this agreement on the provision of services (hereafter this “Agreement”), and agree as follows:
AUTHORIZED CAPITAL CONTRIBUTION AGREEMENTAuthorized Capital Contribution Agreement • December 28th, 2023 • Joint Stock Co Kaspi.kz • Services-computer processing & data preparation
Kaspi Shop LLC (BIN 150540002688, legal address: 154A Nauryzbai Batyr St., Almaty, 050013, Republic of Kazakhstan), hereinafter referred to as the “Investor”, represented by Director O.A. Arefyev (IIN ….), acting on the basis of the Charter and the resolution of the Sole Shareholder, on the one part, and Magnum E-commerce Kazakhstan LLC (BIN 210640039783, legal address: Republic of Kazakhstan, 050052, Almaty, Auezov district, microdistrict Astana, 1/10), hereinafter referred to as the “Company”, represented by Director Iulia Valerianovna Kim (IIN ….), acting on the basis of the Charter and the resolution of the General Meeting of Shareholders, on the other part, hereinafter collectively referred to as the “Parties”, and individually – as above or as the “Party”, have entered into this Contribution Agreement (the “Agreement”) as follows.
This Share Purchase Agreement (hereinafter referred to as the “Agreement”) is made on 21 July 2023 by and between: collectively the “Parties” and individually a “Party”. RECITALS: IT IS AGREED as follows:Share Purchase Agreement • December 28th, 2023 • Joint Stock Co Kaspi.kz • Services-computer processing & data preparation
