Exhibit 2.5
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL.
DEED OF ADHERENCE
THIS AGREEMENT is made on January 29, 2025, by and between:
1. | Hanzade Vasfiye Doğan Boyner, a Turkish citizen with the Turkish ID number 26410796678 and residing at the address of Burhaniye Mahallesi Kısıklı Caddesi No:65 Üsküdar / Istanbul, Republic of Türkiye (“HVDB)”; |
2. | TurkCommerce B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands, having its official seat in Amsterdam and its registered office address at Amstelveenseweg 760, 1081JK Amsterdam (the “Investing Shareholder”); |
(HVDB and the Investing Shareholder shall be severally referred to as a “Party” and collectively as the “Parties”) and
3. | Joint Stock Company Kaspi.kz, a joint stock company incorporated under the Laws of Kazakhstan, having its official seat in Almaty and its registered office address at 154A Nauryzbai batyr Str., Almaty, Republic of Kazakhstan (the New Party). |
WHEREAS:
NOW THIS AGREEMENT WITNESSES as follows:
Address: 154A Nauryzbai batyr Str., Almaty, Republic of Kazakhstan
Facsimile No: -
Attn: [***]
E-mail: [***]
Attn: [***]
Email: [***]
IN WITNESS WHEREOF this Agreement has been duly executed the day and year first above written.
CONTRACT PARTY SHAREHOLDERS
Name: | Hanzade Vasfiye Doğan Boyner |
Title: | Representative of the Contract Party Shareholders |
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By: | /s/ Hanzade Vasfiye Doğan Boyner |
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INVESTING SHAREHOLDER
Name: | TurkCommerce B.V. |
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Title: | Director A | | Director B |
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By: | /s/ Jelle van Dulken | | /s/ Kerem Kader |
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NEW PARTY
Name: | Joint Stock Company Kaspi.kz |
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By: | /s/ Mikheil Lomtadze |
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Title: | Chairman of the Management Board |