Operator: Hello, and welcome to the Kaspi.kz 3Q and 9M 2024 Financial Results Conference Call. My name is Harry, and I'll be your operator today. All lines will be muted during the presentation portion of the call with an opportunity for questions-and-answers at the end. [Operator Instructions] I would now like to turn the call over to David Ferguson at Kaspi to begin. David, please go ahead when you're ready.

David Ferguson: Great. Thank you, Harry. Good afternoon, good morning, everyone. Welcome to our third quarter, nine month 2024 financial results. We'll also talk about our decision to acquire a controlling stake of Hepsiburada. On the call, as usual, is our CEO and Co-Founder, Mikheil Lomtadze; our CFO and Deputy CEO, Tengiz Mosidze, and Deputy CEO, Yuri Didenko. I'm David Ferguson, will talk you through the presentation, Mikheil through the strategic updates, Mosidze through the financials, and Mikheil will talk again about the Hepsiburada transaction. So on that note, I'll hand over to Mikheil. Mikheil over to you.

Mikheil Lomtadze: Hello everyone. So, as usual, we'd like to start with an update for our 3Q and nine month performance. So as you can see, we have performed strongly in the third Q. The payment just continues growing nicely with the TPV 28% up and revenue 25% and net income 25% up year-over-year. The marketplace continues growing very strongly. If you remember, we have been emphasizing during the year that the change in the marketing campaigns, which is driven really by this broad arrangement, broad number of the services, which needs to feed the seasonality and things like that in our Super App. So the marketing promotions have changed during the year. So the third Q will be slower growth just because more marketing campaigns were in the second Q compared to last year. But still a very strong growth, revenue 43% up, 14% net income up, GMV 24%. And Fintech, if you remember, we also actually emphasized during previous calls that Fintech will be catching up nicely in the second half of the year. So this is what you actually see, the Fintech [CSP] (ph) growth 18%, revenue 24% and net income now plus 15% year-over-year compared to 7% for the nine months. So that just tells you that second half for Fintech is a -- will be a strong -- would be a strong half of this for the year. And then consolidated, the performance has been strong, net income, 18% up and 28% up revenue. And we'll continue to have extraordinary monthly transactions for active consumer which drives our business. In general, I would like to say that fourth quarter usually like in any other retail and services oriented businesses and platforms is the strongest quarter of the year. Next slide, David, please. Because we have been having sort of distorted a bit the growth of the marketplace due to the change in the marketing campaign. So it's better really to look at the nine months. And we are on a track to deliver 25% -- around 25% net income growth year-over-year. And you can see the performance is very strong and the marketplace is the one which is driving our performance. And Fintech, as you can see, this is what I've mentioned that for nine months is 7% net income growth, but actually for the third Q is a 15%, which is again driven by reduction of the interest rate, but also the growth of the business itself. So we are having a very diversified profits and diversified businesses really which connect merchants and the consumer. So as you can see, here 68% now is delivered from the payments in the marketplace, which is again, those are the fastest growing services in the universe of our services in the Super App. So really excited to see that we have a very diversified profit sources and diversified businesses. E-Grocery will continue to grow. So it's a -- continuous a very strong performance. Just to remind, we're in the three cities and here we would say that's our focus, as we have said during the year, because those three cities really are the largest in terms of the population and largest in terms of retail trade. So GMV is 88% up year-over-year, 2.4 million purchases in the third Q. So active consumers are in access of 700,000 and average ticket is around KZT14,000 tenge. So it's really a very exciting business. And again, as you always see, we are focused on the execution, which is the key. And our priority for this year is actually to continue scaling in those three cities. And it's incredible to be in the position when you actually have a service, which we believe is very high quality, consumers like it. And actually we are satisfying consumer demand, which is a good place to be. And that's what will be our focus on is, is scaling the efficiencies and dark stores in those three cities, and then the more cities come next year. Vacation packages, another testament of our pace of innovation. So if you remember, we launched that service sort of last year. And now we have been generating nice growth. So it's over 300% growth year-over-year. It's a very good take rate, good quality service. We have very good feedback from our consumers, from the -- from operating companies who we connect with our consumers as we organize the user experience on the vacation packages. And we've served around 26,000 tourists in the third Q, also growth of 284%. So it's really just another service which we have launched and we're very excited the way it's grown, but most importantly we're inspired by the feedback that consumers give us. Another service we just launched, which is really cool service is a gift certificate. It's actually fully online experience when you can select design for the occasion. You can actually select the amount to gift. You can write a personal message. And the photo you have here, this confetti is actually -- it's basically a video of when you're opening the envelope, which is really nice, cool and emotional. And you can also manage your gift cards from our mobile app. And you can spend the gift card once somebody gives you a present. You can spend it on the Kaspi shop. We're excited about this because it's another sort of layer of the shopping experience which we organize for our consumers. And we are having very positive feedback. And we're following our consumers. And that's a good start of the range of the innovations which we believe we can develop around shopping, around gift cards. This is the first stage for us when the gift cards originated as a Kaspi Gift Cards. So it's really excited and will drive engagement, but also it will drive marketplace transactions. So very exciting product which consumers hopefully will love. We also launched another product which is business deposit for merchants. So again, we have been really focused on the quality of the product and the merchant experience. We launched it in August and actually from day one we launched it, it had remarkable onboarding and engagement from the merchants. So we're basically in just like two months, we've got 69,000 merchants starting using 69,000 merchants starting using -- sorry, the 41,000 merchants using the product already and it's a KZT69 billion deposit. So this is an exciting product because it actually gives the value to the merchants. It feeds their purpose of -- they are not cash rich, but the product is designed that you can actually see your interest rate daily, basically, how the money value is increasing. And we believe that will drive the engagement with the merchants and our strategy historically has been always -- if consumers are merchants you design the services and the products which they use to keep their money with you, then the spending of this money naturally flows from this behavior. So we're really excited about this product. Take-up from the merchants is extremely impressive. 41,000 merchants in just a couple of months and around KZT69 billion of deposits and also obviously another source of the funding long-term, but we're very excited about this product as well. So David, I'm back to you for the sections about platform performances, please.

David Ferguson: Yes, sounds good. Thank you, Mikheil. So I'll talk you through the respective platform performance, starting, as always, with payments platform. So you can see here that in the third quarter still very robust trends in terms of transaction volumes from payments up 38% year-on-year in the third quarter, up 42% year-on-year for the nine months. Of the three platforms, payments is the one that is less impacted by the timing of -- there's the different marketing events, primarily Juma. Strong transaction volumes have translated into strong TPV growth, up 28% year-on-year in the third quarter, up 32% year-on-year for the nine months. As has been a trend we consistently highlighted that the growth is core products Kaspi Pay QR and Kaspi Pay QR B2B payments. B2B remains the fastest growing component of TPV and is now up to 5%. Take rate is broadly stable in the third quarter, 1.2% versus 1.18% in the third quarter -- sorry, 1.18% in the third quarter of 2024 versus 1.2% in the same period in 2023. So stable, albeit that Kaspi Pay and B2B are a slight drag at the margin on take rate. So the combination of strong volume trends, strong TPV trends with broadly stable take rate translates into decent revenue growth of 25% year-on-year in the third quarter, a similar performance for the nine months of 24%. As interest rates fall, that does mean lower revenue, interest revenue on current account balances, and that's most relevant here. When you're looking at the nine month trend, with tight cost control, strong top line is dropping through to the bottom line, almost identical bottom line growth at 25% and 24%, respectively for the third quarter and nine months at the net income level. Looking forward for payments, robust consumer and merchant trends are expected to continue. Broadly stable take rate and given tight cost control, payments remains on track for bottom line growth of 25%, which is consistent with guidance throughout the year. Moving on to Marketplace Platform, which is the fastest growing part of the business. Again, strong purchase trends up 45% year-on-year in the third quarter, up 39% for the nine months. Marketplace is the most impacted by Juma taking place in June, versus July. Stronger purchase growth, however, in the third quarter, stronger versus the nine month trend, just reflects the growing importance of particularly grocery, which is high volume, low ticket size. Looking at GMV growth, strong volume trends translates into decent GMV trends, up 24% in the third quarter. So that is lower than the nine month run rate of plus 46%. But as Mikheil said, that is something we flagged very clearly at the H1 results in June. It reflects the timing of marketing campaigns and you should expect to see GMV growth accelerate in the fourth quarter. All attention now or all efforts now are on making Juma in November as successful as possible. Take rate up year-on-year in both the third quarter and the nine months And that reflects in part the success of value added services, again, something we've consistently flagged advertising and delivery, which are contributing around 180 bps in total to the take rate. E-commerce is now the fastest growing component of Marketplace having just overtaken slightly m-Commerce in the GMV mix. Turning specifically to e-commerce, here you see strong purchase trends of 132% in the third quarter. All the different components of e-commerce, general goods, e-Cars and e-Grocery playing their part, but if you're looking at it a purchase level, grocery is skewing the volume mix. GMV still very robust, up 71% in the third quarter, up 95% year-on-year for the nine month period. So e-commerce as a whole delivering very, very strong growth in the business. Take rates moving up marginally in the third quarter, more materially for the nine months. And again, that reflects the -- or largely reflects the growing importance of advertising and delivery revenue. Moving on to m-Commerce, so m-Commerce is the part of marketplace that is most impacted by the timing of the Juma promotional events. That's probably less obvious at the purchase level of 12% for the third quarter or 10% for the nine months, but it is obvious at the sort of the ticket size level with GMV down 5% in the third quarter, but still up 18% in the fourth quarter. With Juma back in the fourth quarter, it's reasonable to expect a good end to the year from the m-commerce proposition. Again, take rates in m-commerce up marginally in third quarter more materially for the nine month period. And then moving on to travel. Travel just continues to deliver very, very good numbers, as Mikheil flagged. In particular, package holidays, we launched just over a year ago, they are now becoming more material in the mix at just under 10% of travel's GMV. Growing very, very fast, up over 300% in the third quarter, and with a take rate of around 8% overall, not just growth enhancing for travel, but take rate enhancing for travel. And you see that in take rate expansion, overall up to 4.5% in the third quarter and also 30 bps to 4.5% for the nine month period. So, travel continuing -- three years post-launch to continue to post very, very healthy growth numbers. With GMV trends still strong, but take rate up, that translates into very fast marketplace revenue growth ahead of GMV growth, up 43% for the third quarter, up 76% for the nine months. Slower growth in net income does reflect the changing mix, namely 1P, the growing contribution from 1P, which is primarily e-Grocery and to some extent e-Cars. But overall for marketplace trends remain robust. We expect 65% revenue growth for the full year. That is down from 70% originally guided for, and that just simply reflects that 3P car sales outgrowing at a materially faster rate than 1P car sales. And given that the growth is coming from 3P, there's really sort of no impact there on the profitability guidance which remains plus 40% for marketplace. We expect marketplace to see accelerating revenue growth and accelerating bottom line growth relative to the third quarter in the final quarter of the year, a strong finish is planned. Then on Fintech, Fintech is to a lesser extent affected by marketing and Juma. You see that in the context of lower origination -- lower origination growth of 18% versus the nine month trend of 34%. And so, we're here to expect to see an accelerating growth in the fourth quarter of the year. The consumer and for that matter the merchant environment remains stable and predictable and that's evidenced by repayment trends or conversion rate stable year-on-year at 2.1 times. This just illustrates the consumer and merchant is borrowing and repaying normally without any sort of material change. Buy Now Pay Later, the biggest component of TFV still, but merchant and microfinancing growing very fast, and now car financing growing very, very fast also. Since the second quarter, there's been a change in the trend, i.e., loan portfolio growing faster than the deposit portfolio. You see that very clearly in both the third quarter and the nine months. Loan portfolio for the third quarter up 39% year-on-year. Deposits or savings up 25% year-on-year. And this is consistent with what we talked about in previous years. There's been a big focus on growing the deposit base. That's not necessarily over a deposit base growth of 25% and 28% is still very strong, but you can see that the liquidity is being better utilized as evidenced by the loan to deposit ratio moving up to 8%. The yield on the lending, the gross yield or the pricing on the lending products is stable year-on-year in the third quarter and largely so for the nine month period as well. Credit trends remain consistent and predictable and that, again, just fits with the backdrop that I described consistently across all three of the platforms of a still healthy and consumer and merchant environment, specifically to Fintech, that manifests itself in both the origination, but also very strong collection trends. The result of that is stable cost of risk year-on-year in the third quarter, 0.5%. And that again is actually consistent with what you've seen over the nine-month period, run rating around 2% for the full year. NPL trends also stable year-to-date. Lower coverage reflects growth in the car loan product that is a collateralized product and requires therefore less provisioning. It also reflects just ongoing strong collection of NPLs that are on balance sheet. And as a result, more NPLs are being kept on balance sheet versus being written off. More NPLs on balance sheet means lower provisioning, again, required. Expect this number to be -- the 91% number to be broadly stable or slightly higher for the 12 month period. So, Fintech revenue growth on the back of origination TFV growth over the last 12 months remains robust, up 24% for both periods, third quarter and the nine months. What is clearly different in our Fintech is that, in the third quarter, it's really the first time you started to see bottom line growth accelerate up 15% for the third quarter versus up 7% for the nine month period. So that reflects funding costs are coming down. We lowered our deposit rate at the end of February. We talked about taking a full 12 months for that benefit to work its way through the P&L combined with the increase in the loan to deposit ratio. You see Fintech profitability step up in the third quarter, and it would be a reasonable assumption and implied by the guidance to see Fintech profitability step up again in the fourth quarter and into 2025. So for Fintech overall, we continue to expect revenue growth around 20% for the full year, indicative of strong consumer demand, stable economic backdrop, and broadly stable yield over the course of the year. But with lower funding costs translating into accelerating revenue growth, you see a dramatically stronger performance in the second half of the year versus the first half of the year. And for the full year, we expect FinTech profitability up 15% versus up 7% in the nine month period. That is the consolidated performance. I want to repeat really what I've just said previously. I think the divisional explanations speak for themselves. Dividend of KZT850 declared per ADS for the period subject to shareholder approval. And here is the guidance, again, I won't sort of reiterate -- repeat what I've already said, for the quarter, the fourth quarter has started well with a healthy and predictable consumer and merchant environment, number one, and accelerating top line growth in both Marketplace and Fintech, accelerating top line. And bottom line, we're very much on track for consolidated net income growth of around 25% year-on-year, which is consistent with guidance throughout the year. Probably just worth adding the point here that as is customary, we'll talk about guidance for 2025 at our full year results update at the end of February next year. So sort of pre-empt that question. It's too early for us to make any commentary around next year's guidance. And that is consistent, again, with how we've always approached things, so just please keep that in mind. On that note, I'll hand back to Mikheil to talk about the Hepsiburada transaction. Thank you.

Mikheil Lomtadze: Thank you David. So we're extremely excited to -- with the Hepsiburada transaction and also Turkey as a -- we believe that attractive market for us. I mean, if you look at that, we have said previously that we're looking forward to be a company which is serving 100 million people market. And therefore we have been working on this for quite some time. The Turkey itself is very exciting market for us, over 85 million people, very large retail market. And e-com penetration is 16.3%. And there is -- the same ways in Kazakhstan, there is a long way to go in and grow going forward. And GDP growth is at very healthy levels. And there is actually a lot of commonality between Kazakhstan and the Turkey for example. Turkey is -- just to give you one example, is the most favorite destination for tourism from Kazakhstan. We like the company. Again, as we've mentioned many times, we are really looking for the most importantly the companies and in this case founders which shared the same vision of building the companies which care about the consumers, care about the merchants and are not focused just on the growth at all costs. And if you would compare Hepsiburada business with Kaspi, I mean, in general, Kaspi in the e-commerce side, only it's comparable in size, but serving 12 million consumers, and the GMV growth at the healthy levels and 100,000 merchants compared to Kaspi's 64,000. But what is the most important is really the cultural fit. As the company was built by Hanzade Dogan that is focused on the quality and shares the views with us. You know that in Kaspi, for us, the most important is actually the quality of services we develop and how we fulfill our mission of improving people's lives. And we do find a lot of similarities. The one thing I would like to mention, expecting still a lot of questions that we know that quite often companies would take, would make an acquisition and that will made all sorts of immediate promises. And in our case, we have been different in both in our business and also in our statements. We believe that we'll work hard. We'll take a long-term view of the business, and we're excited about the country. And hopefully, our technology and experience will help us to bring even more innovation. And combined with Hepsiburada, we'll be able to do remarkable things and continue delivering on the mission of improving people's lives and merchants and the consumers. And the ones that have followed us for five years, you are all -- we know that -- you know that we are all about execution really. And therefore don't expect from us a lot of promises, because we believe that results should speak for themselves and that would be the same approach we'll take here. But we believe we clearly are excited about this opportunity and the fit between the companies. Next slide, David, please. So as you can see, this is sort of more kind of summary again. So we like the market. We like the fact that the market is under-penetrated. And again, I would like to make the point that you don't feel -- you don't see us like -- we're focused on the quality of the product, and we're focused on the quality of the merchants. We're not anticipating asking questions, number one or number two, whatever it is, this is -- the numbers is a result of our strategy. Our most important priority is always to have disproportionate care of the consumers and the merchants. And we really like that is the strong cultural fit. The way that the founders, Hanzade and the management team have been building the business. It’s really a strong fit and makes us to believe that there is a quite a strong fit with the Kaspi. So net promoter score is really high EBITDA is -- company is EBITDA positive, which means the company has not been growing at all costs and really was focused on delivering the value to the consumers and merchants. So we are again excited about our business and the things that we could actually do and make this good company even better. But we clearly are in -- we believe, we're a very good starting point. Transaction is still subject to regulatory approvals. So therefore, there is an important process. So at the moment, we've signed definite agreements, but we'll be going through the regulatory approvals in order to close the transaction. David, anything you want to add or -- anything to add?

David Ferguson: No, I think that is a good summary. Maybe I'll just pre-empt what I think will be the sort of the first question on Hepsi with regard to the tender offer. So as Mikheil said, we're looking forward to closing this transaction in the first quarter of 2025. This transaction, as announced last week does not trigger a tender offer. There have been no discussions with Hepsi's remaining shareholders around such an offer. We note that both companies will continue to maintain their distinct brands and operating structure. And at this stage our focus is on closing the transaction as quickly and as smoothly as announced. There's probably not much more we can add beyond that. So probably on that note, Harry, let's open the call up to investors, please.

Operator: Certainly. Thank you. [Operator Instructions] Our first question today is from the line of Darrin Peller of Wolfe Research. Darrin, please go ahead. Your line is now open.

Darrin Peller: Guys, thanks. And congratulations on the deal.

David Ferguson: Hey, Darrin. I think you might be on mute. We can't hear you.

Darrin Peller: Can you guys hear me now? David, can you hear me?

David Ferguson: Still can't hear you.

Darrin Peller: David, can you hear me now or [Multiple Speakers]

David Ferguson: [Multiple Speakers] if Darrin comes back, we'll attend him later. Hello, Harry?

Darrin Peller: Hello.

David Ferguson: Hi Gabor, we can hear you. So do you want to go ahead with your question?

Gabor Kemeny: Sure, thank you. This is Gabor from Autonomous. A few questions, first one on the Hepsiburada acquisition. Can you give us some flavor on what you think you can add to the to the Hepsiburada franchise? I think you alluded to technology being one of them, but I would be interested to hear your thoughts in a bit more detail please. You highlighted that Hepsiburada has not been -- is profitable, but fair to say that not as profitable as Kaspi. Is this something you would expect to be able to change over the coming period? Or is this something which is specific to the current stage, current high growth stage in Turkish e-commerce and the competitive situation? Third question would be just for the time of the acquisition, so by the time the full payment has been made, are you expecting to suspend dividends? And then an unrelated question with regards to the allegations around the former shareholder. I just wonder what kind of reaction do you think you could offer on the KYC processes Kaspi has implemented? Thank you.

David Ferguson: All right. Gabor, thanks for your questions. Mikheil, I'll take the questions on Hepsiburada. I would just comment to your last question. I mean, I think we have already commented in detail to this question. We've talked about being in full compliance with all local and international sanctions rules and regulations. You may have also seen that the regulator in Kazakhstan commented publicly on Kazakhstan -- that Kaspi's transparency, and particularly with regard to sanctions, its efforts to work within the rules, the law. And that is exactly the same with regard to local regulations and laws around money laundering. We're in full compliance with all applicable laws and regulations. And there's absolutely nothing to suggest to the contrary. Keep in mind in this business is probably sort of unique relative to other companies that you look at. The vast majority of the transactions are between Kaspi consumers and Kaspi merchants, and there are no sort of third parties in between, in most cases. And that's quite unusual to have that level of visibility on the full sort of flow of the money between usually the consumer and merchant, a fully identified consumer, a fully identified merchant. That's not necessarily the case in financial services or payments. But beyond our sort of -- in most companies, but beyond our sort of commentary, there's really little more we can add on this subject. So I'll hand over to Mikheil on Hepsi.

Mikheil Lomtadze: Yes, Gabor, thank you for asking questions. I mean, in general, I would say that, again, you're not going to hear from us promises, projections, targets, because that's something which we will address in a due course. And again, we prefer the results to speak for ourselves. I think what is important to focus on is the kind of DNA or the culture which businesses have developed. And we have experience across many different services. But the bottom line is, we are the company which is developing the wide range of services around the merchants and around the consumers and we're driven by their needs. And the ability to develop such a high quality services has been the most important competitive advantage we have. Again, we don't have a target in terms of market shares. We don't have targets in terms of the -- vast majority of our team in terms of the financial targets, we really have our focus on the quality of the service and how we can excite the consumers and merchants. And what we are excited about is that, Hepsiburada has been built as a company with this type of views and the visions and the values and principles. And we have been really excited and proud and honored to meet the founder, Hanzade. And we believe that the opportunity which will give us an ability to jointly continue innovating and exciting merchants and the consumers. Anything else just becomes really the result of what we do. As David mentioned again, we are -- Hepsiburada will remain on its own standing as the brand, as the company, organizational structure. And hopefully with sharing between the two companies, we can just have pace of innovation at the rate which will excite the merchants and consumers. But the foundation we have, we believe is very exciting, because the foundation is clearly whether we share the same sort of values and the company has been built by a visionary founder, the quality of the services and the net promoter score is high. So yes, so that's basically what excites us. Anything else, timing of acquisition we have in our release, the profitability, the starting point is very strong on Hepsiburada and the rest, we just keep working hard alongside with Hepsiburada.

Gabor Kemeny: Thank you. And just on the dividend?

Mikheil Lomtadze: Well, we have mentioned also in our press release that we are intending to close the transaction with the cash from earnings and cash on hand, which -- there are things which -- there are things which we generate as a company, but also we have received the investment credit rating in September. So again, there are no discussions, or negotiations regarding the capital debt markets at this stage, but the fact that we have an investment grade credit rating, I think it's quite encouraging. And Kapsi as a company is debt free, which is a very good position and strong position to be in. So we might explore the debt capital markets just because it's nice to have in the structure of the capital structure, the type of instruments. But again, no specific discussions, no negotiations on debt capital markets have been in place. It's just we have investment credit rating that we obtained in September.

Gabor Kemeny: Thank you.

Mikheil Lomtadze: Thank you.

Operator: Thank you. Our next question today is from the line of Soomit Datta with -- oh my apologies, Soomit with New Street Research. Please go ahead. Your line will be open now if you'd like to unmute locally and proceed with your question.

Soomit Datta: Yep. Hi there. Hopefully you can hear me. Thanks very much. Congratulations on the deal when it closes. Maybe just a couple on that please. One, could you maybe -- I appreciate you can't give and are not looking to give forward comments, but could you give maybe a quick state of play as to how the market looks today on the e-commerce side in Turkey? I was reading around a little bit to try and play catch-up and I see [indiscernible] in the market. There's a strong number one player. Just to maybe get a sense as to how you see the positioning of that business today would be super helpful. Secondly, please, what does this imply for any future M&A? I think we are awaiting maybe a little bit of news flow on Uzbekistan and the network's interest there, but aside from these two things, is that kind of it for M&A for the foreseeable future? And maybe if I dare ask just a follow-up on the dividend if that's okay, would you anticipate paying a dividend for the fourth quarter, i.e. before the transaction closes? Thank you very much.

David Ferguson: All right. Soomit, maybe I'll just try on the dividend question and then hand over to Mikheil to talk about the sort of broader market. So, I think the message is relatively clear. Well, number one, we paid the dividend, or we've announced an intention to pay the dividend for the third quarter. So I think number two, the assumption you could make is that, the next call on cash generated in the fourth quarter and/or between now and the transaction closing is to fund the transaction. And you can draw your own conclusion on that with regard to sort of the potential to pay dividends. But again, to Mikheil’s point, once there's nothing to communicate with certainty today, that investment grade ratings of Kaspi.kz is a good thing to have. It gives us medium term financial flexibility to do various things, whether that be investment, pay dividends, buyback stock, or whatever else might be on the agenda. Clearly, it's always good to have optionality and increasingly it looks like we may have scope in that regard, but near term, first priority is to get this transaction closed. First call on cash is closing this transaction [Technical Difficulty]

Mikheil Lomtadze: [Technical Difficulty] market structure, I think, pretty much really sort of the same view. We're not -- when we're going into the services and different services in our home market, which is Kazakhstan, and now sort of Hepsiburada developing further in Turkey, again, subject to closing all of that, what will be our priority is again the quality of the services we develop. We're not -- we don't have a target, we want to be one -- number one. But we want to be number one in the leader. Hopefully that's what we are -- have been sort of, we believe have been experiences in is being number one in consumer quality and number one in merchants. So that has been our priority with our with our products. And therefore, with the structure, I think there is a lot of publicly available information. I think that Hepsiburada is a public listed company. So there is quite a lot of information about the Turkey, the structure of the market in general looks attractive to us both in terms of the size, but also in terms of the penetration of e-commerce for example and some other indicators. But that -- I would really leave you guys with -- you are much better qualified to dissect the market and make the conclusions. We know -- we believe that Hepsiburada is clearly having the same DNA that we can build from together with between the two companies. In terms of the other M&A's, again, we never speculate. There has been a lot of work that is going on. On Uzbekistan itself, we basically are waiting for the requirements to the acquirer to be announced and published. So that's pretty much what we can say about the letter of interest which we've supplied for the privatization of one of the two payment networks. And we're just waiting for the criteria to acquire to be published and announced.

Soomit Datta: Okay, thank you.

Mikheil Lomtadze: Thank you.

Operator: Thank you. Our next question will be from the line of Darrin Peller of Wolfe Research. Darrin, your line is open if you'd like to proceed with your question now.

Darrin Peller: Yes, thanks. Can you guys hear me now?

David Ferguson: Yes, we can hear you Darrin, go ahead.

Darrin Peller: Can you guys hear me now?

David Ferguson: Yes, Darrin, we can hear you. Can you hear us? Okay, there must be some problem with Darrin’s line Harry. So let's move on.

Operator: My apologies, yes. Let's move on. My apologies there. So our next question will be from the line of James Friedman of SIG. James, your line is open. Please unmute locally and proceed.

James Friedman: Hi. Good evening. Good morning, everyone. So -- and congratulations on these results. I wanted to ask about how you're thinking about take rate for the remainder of the year. The reason I ask is, correct me if I'm wrong, but it seems like the outsized growth in e-commerce in the third quarter, because e-commerce has such a high take rate, was accretive to the consolidated take rate for the third quarter. I think you're anticipating m-commerce improving sequentially, maybe as a percentage. So any high level thoughts on the components of take rate would be helpful.

David Ferguson: Mikhail, do you want to take that?

Mikheil Lomtadze: Yes. I mean, sure. I mean, in general, I would say that our take rate is driven quite substantially by value-added services, which is delivery and advertising. So they are about 1.8% of our GMV. So again, our take rate is not the result of repricing the seller fees and anything like that. But I mean, it goes back again to my point that we're focused on delivering the value and the value now we're delivering to the merchants not only through ability to sell through our platforms, but actually ability to sort of deliver and deliver with multiple delivery choices and also launch an advertising campaign. So that's basically the drivers of the take rate. The one thing which you also should keep in mind, while we have also explained before that actually the m-commerce -- payment, m-commerce and then e-commerce, this is sort of the journey of the merchants with us. And therefore the e-commerce now is also -- growth is driven by the fact that the merchants are onboarding to our services from m-commerce. So eventually we believe that m-commerce will be the suit of the services for merchants in an offline environment, but digitalizing their in-store experience and then services industry, which we're currently working on, and then e-commerce will be everything that we can deliver. And again, the take rate is drawing by the fact that we are delivering the advertising and delivery services and work -- some other services that we work on for the merchants. The one important number to -- not a number, but approach from us to keep in mind, you will not see like incredible, how shall I say, too high of an expansion of the take rate. Take rate has been expanding because the verticals we have been adding, for example, jewelry has high take rate than electronics, but we don't believe into over-monetizing merchants. You're not going to see from us, whatever 15%, 16%, 17% average take rate in our marketplace. This is not something which we intend to do. We will see expression of the take rate mostly by the fact that we are delivering added value services to the merchants, which for us is important, because we don't want to over monetize merchants and we are supporting the merchants to grow. And if the merchants are growing and successfully, this is how -- this is a measurement of our success because we are getting paid basically from every successful transaction really. So from that perspective it's important to keep in mind the way we approach the take rate.

James Friedman: Got it. And then if I could just follow up Mikheil with regard to the gift card initiative on Page 8. I know these gift cards are very popular in certain -- I'm trying to read up on and they're very popular in certain markets and have been in the developed markets at times too. So how should we be thinking about the strategic relevance of gift card, the seasonality of gift card, because I would imagine it's quite seasonal. Any way to unpack the significance of gift card would be helpful. Thank you.

Mikheil Lomtadze: Yes, thank you. That's a good question. At the moment, I would say that we are just launching this exciting service to have the consumers get engaged. And that's basically a gift card on our own -- shopping on our own marketplace e-commerce platform. So that would be sort of for us the important strategic priority. It will basically helpful to driving the GMV itself. The one huge difference which you should keep in mind is basically that our gift cards have no expiration date. So in other markets gift cards, the way that people actually make money is counter-intuitive. People make money from the consumer perspective. You make money because you forget about your gift card. So somebody makes money because you forget spending your gift card. And this is exactly what we are not doing. So it has no expiration date. It will be in our -- we believe it will be driving the GMV growth and the consumer engagement, especially in different verticals. And at the moment, that is as much as I can say, but as we progress with new services, we'll launch around gift cards, we'll be report it over time. And I think this will be quite exciting -- sort of quite exciting suit of the services around the gift card. But at the moment, it's really growth of the GMV when the consumers are engaged. And of course, beautiful design, which makes consumers really happy and excited about it. But that for us is a -- it's really a medium term, I would say, goal with the gift cards and we'll be explaining to you some of the impacts in economics as we move forward with the service.

James Friedman: Thank you.

Mikheil Lomtadze: Thank you.

Operator: Thank you. And our next question today is from the line of Reggie Smith with JP Morgan. Reggie, please go ahead. Your line is now open.

Reggie Smith: Hey, good afternoon. Thank you for taking the question and congrats on the deal as well. I appreciate you guys don't want to give financial guidance, and I totally get that. I was just curious, maybe you could put a little more meat on the bone around your approach to integrating an acquisition in kind of growing a business. This is a little larger than I would have expected in terms of the size of the company you're buying. And it sounds like there are a lot of parallels, but like where might there be gaps that Kaspi can make two plus two something more than four as it relates to Hepsi. We got a follow up. Thank you.

Mikheil Lomtadze: Hi, Reggie. I mean, in terms of your question, again, I think probably looking at our track record and the history of innovation and how we actually are working through different services that have number one priority, which is being a very high quality. So that's what you would expect from us. Now, in terms of the forward looking statements, the projections, anything like that. Again, we would like the results to speak for themselves. I think the bottom line is still -- conclusion is very important that there are quite interesting aspects between those two companies which are very similar, right? And the fact that the company is being focused on sustainable growth and being EBITDA positive, it's a testament to the current shareholders, to the founder and the management team. Because there are a lot of companies which finance the growth at the expense of the shareholders. And in case of Hepsiburada, this was one of the extractions for us. So again, it's a strong company in the e-commerce segment. It has a good brand. It values the consumer's opinion. And what Kaspi can really bring is, just more experience, more technology from us as we have quite much wider range of the services in our mobile apps. So I think there are a lot of exciting knowledge and technology that we can really share between the two companies. And again, Kaspi itself has a lot to learn from Hepsiburada, because Hepsiburada is specialized on e-commerce, which is the largest part of its business. And hopefully, following closing the transaction, I can't really wait when the two teams can share the knowledge. I think there will be -- when you're asking the question one plus one is three, I think that needs to be one plus one, three, in terms of us and the teams sort of working together and continue launching the innovative services and learning from each other. And that would be our most important priority. Once we achieve that, everything else is just the result of our joint work. So, we're waiting for the transaction to close and I can't really wait when the guys will be able to talk to each other. I think it will be incredible. In my opinion, it will be a very exciting cooperation between like-minded management teams.

Reggie Smith: That makes a lot of sense. I don't know if you can share at this point, like what products specifically where you see an opportunity. And then I had a question on Juma. Have you guys announced or decided how many Juma events there will be in 2025? And just generally speaking, how quickly is that business growing? I don't know if there's a way you guys can kind of triangulate that in terms of penetration within your base and spend like how fast is Juma growing on a kind of like the like basis? Thank you.

Mikheil Lomtadze: Okay. Well, I mean, from our -- from next year basically will be quite comparable to this year. So the main thing what happened in 2024 is that -- David, can we move this slide, so it's not confusing to the [indiscernible] here. Thanks. So basically, what actually happened during this year is that, seasonality of the campaigns and marketing has followed the consumer and the merchant demand. Again, we are quite unique, right? We believe we're quite a unique company compared to many others. So we have a wide range of different industries, services, verticals, and each of those verticals have their own seasonality. So this is what happened this year. So basically we followed our merchants and we followed our consumers and we've taken on board their feedback and therefore we are running roughly quarterly marketing promotional campaigns. The biggest campaigns in general, I would say the biggest campaigns are the Juma in the first Q, Juma in the second Q, Back to School, which is happening in August, sort of September, and the New Year. Sorry, Juma in the fourth Q. So that's basically the promotional campaigns you had this year. And we believe that we can have the same sort of seasonality for next year. So the next year will be quite comparable to 2024 and we're just trying to explain this year because between the second Q and the third Q that is a bit distortion on the GMV, but next year we'll have pretty much the same strategy as this year.

Reggie Smith: Got it. I guess, is there a way to frame how quickly that event is growing? Like is it faster than the corporate average, slower? Just curious about penetration and the opportunity there with Juma.

Mikheil Lomtadze: No, I mean, again, it's a promotional campaign, right? So what actually happens is, as you become bigger and as you have the range of the services through the seasonality. So you just have less dependence on one specific campaign, right? So it's actually a very good news because then, basically we have more from your perspective guys, this year, next year, there will be a more predictability in terms of planning our quarterly growth. And we'll give you a bit of updates here and there, but in general, it's almost -- we started -- history was, we started with one Juma, which was big event in a year. Then we moved to two Juma’s, then we had three. And now we have different campaigns through the year just because initially we started from electronics and now we are in pretty much everything including the travel. So therefore now you have really much more manageable seasonality for the -- for this year and the next year. So Juma is again promotional contains like Amazon Prime, Single’s Day in China, Black Friday and things like that. It's just in Kazakhstan that is pretty much Juma. There is no Black Friday. There is no -- it's basically us sort of running the campaigns for our merchants and the consumers. Okay. Any more questions?

Operator: Thank you. Yes. Our next question is from the line of Mikhail Butkov of Goldman Sachs. Please go ahead, Mikhail. Your line is open. You may need to unmute locally. Mikhail Butkov, your line is now open. If you'd like to unmute locally and proceed with your question.

Mikhail Butkov: Yes, yes, sorry. Yes, thank you. Thank you very much for this call. Yes, I have one more question, if I may, on Hepsiburada and more broadly on the new projects where you expressed interest on Uzbekistan, for example. The question is -- and obviously I appreciate that you cannot, as you mentioned, give projections, targets now, but in terms of your thinking of the time which the core management of Kaspi allocates between the different assets of the group, be it the new potential asset in Turkey, some new interest in Uzbekistan and the core operations in Kazakhstan. How do you see the time which the Kaspi management allocates between these assets, given that they -- especially the Turkish asset is relatively large in size and in some -- on some KPIs it is of the comparable size with the Kaspi in Kazakhstan. Thank you very much.

Mikheil Lomtadze: Well, I mean, I think this question really goes to -- it goes back to our you know philosophy and strategy. There is no metric how much time would we allocate. That is -- Hepsiburada company with a strong position, the strong management team, and we believe with a strong brand. And I would even say probably our -- we as a customer on e-commerce side of things have a lot to learn from Hepsiburada team, because they have been focused on e-commerce 100% or the majority of their business is really e-commerce when our business is quite diversified. So there is no such metric how much time we're going to spend. I can tell you one thing, there is no -- we don't operate under like other companies would do that, here you see the [indiscernible] guys that come and start suddenly teaching everyone how to do business. This is not the way Kapsi operates. Hepsiburada has a very good management team. We will be sharing the technology, allocating resources just to help the company to become even better. And there are services which we have a lot of experience with which we'll be sharing. But again, myself personally, I will be spending time in Turkey and Hepsiburada just to share as much of knowledge and vision from our experience. But again, this metric for us doesn't exist. We don't have how much time we need to spend. We will have Hepsiburada teams coming down here and we'll be just doing whatever we need jointly to continue exciting the merchants and the consumers and innovating really and sharing as much as we can. I think that's the beauty of this deal and the transaction that we are investing in the company, which is in our opinion, in our view, and we believe is a very good company. And there are things which we can help, we can add, we can share experience, but again, that's basically the fundamental way we approach this transaction from our side.

Mikhail Butkov: Great. Thank you. Thank you very much for this color.

Mikheil Lomtadze: Thank you.

Operator: Thank you. And unfortunately due to time, we will only be able to take further two questions. And our next question will be from the line of David Shapiro of Vanshap Capital. Please go ahead. Your line is open. Please unmute locally.

David Shapiro: Thank you, gentlemen. Can you hear me?

David Ferguson: Yes, David. Go ahead.

David Shapiro: Thank you. Thank you, guys, for your strong execution and transparency, as always. It's much appreciated on behalf of the shareholders. Just two quick follow-ups since most of my questions have been asked. I think the implication is that current management and the founder is going to stay in place in Hepsi. And if that's correct, I guess, how do you keep them motivated since obviously you've taken out the controlling share? So just some high -- I know you probably can't get into too much detail, but just some high-level thoughts on how you keep them motivated since you guys think so highly of them? And then another quick question. So you talked about, obviously there's this Turkey acquisition you've done. You're waiting on Uzbek. Would it be a safe assumption to say that you have your plate full with deepening your product lines in Kazakhstan, Turkey, and if Uzbekistan is successful, these three countries, and you're probably good for now as far as international expansion would go. Would that be a fair assumption or is that incorrect?

Mikheil Lomtadze: Okay, David. Yes, thank you for asking those questions. I mean, in general, on the personal note, I'm really very honored and proud being able to meet Hanzade, the founder of Hepsiburada. And I think our ability to actually do this transaction was based on the fact that the companies and the values and the vision is very similar. And then Hanzada clearly cares deeply about the company which he built, you would care about the baby. Any entrepreneur would care about the company they have built, so Hanzada will be working with us to make sure that the transaction is and the ownership transition is as smooth and as productive as possible. In terms of the -- again, the Hepsi is a public company. So the way the company has been developing, I think that there are already things in place. Again, we are not coming with the attitude that there are things which we know that work and there are things which Hepsiburada knows works. So I think one plus one, three would be really our approach as Reggie has explained. So in our case, we're just looking forward to really putting the great minds together and we are the top managers in Hepsi. Top managers are also very experienced. We're just looking forward to keeping this rate of the innovation and excitement in the company, but still subject to closing, but looking forward to meet the board members and so on and so forth. It's still -- we're still in the transaction approval process, right? So I wouldn't really bring too much towards it. But again, this thing is exciting because it started from two entrepreneurial companies and sort of founders really getting excited about -- just would believe how many similarities are between two companies. So I think that's very important. And I have enormous respect for what Hanzade has achieved with Hepsiburada and the Turkish market. Really exciting for us.

David Shapiro: That's great. And then on the international question, do you feel that you guys are kind of satiated between these three core markets that you have the potential now to deepen your product more on?

Mikheil Lomtadze: Well, I mean, again, the way we always said that over 100 million people market is like -- 100 million people market is really something which really excites us, because that's something we can deliver on our mission on the much broader markets. And at the moment, we're working, we'll be working through approval processes in Turkey and we are basically just waiting for Uzbekistan to understand the requirements for the acquirer. So that's pretty much the status on the payments company in general. I would say those markets by itself are really exciting and have a wide coverage of the region. So again, I wouldn't really make a lot of promises in general, but I think those markets are really exciting and surely can keep us busy to develop the services which delight consumers and merchants.

David Shapiro: Thank you guys and best of luck.

Mikheil Lomtadze: Thank you, David.

Operator: Thank you. And the final question in the queue today will be from the line of [Ronak Gadea] (ph) with [indiscernible]. Please go ahead, Ronak. Your line is open.

Unidentified Analyst: Thank you, Congratulations on the results and thanks for taking my questions. Just maybe more or less follow ups from what many of the previous callers have been asking. With regards to the Hepsi acquisition, could you just share your thoughts in terms of the structure of the transaction? It's an all cash deal. Wouldn't it have made more sense given that you're entering a new market to maybe keep the owners involved as you're getting your feet under the table. So that's the first question. And the second question, I guess you've spoken a lot about your payout ratio. You've already talked about it quite a bit about what happens in the short term. But maybe could you maybe speak about what the implications of this transaction could mean to your payout ratio in the medium term? When you look at Hepsi, from what you've seen and from the discussions you've had, does a company need any significant cash injections to continue its growth momentum? Is that why the owners are trying to now sell out because they're not able to raise the cash?

David Ferguson: Hey, Ronak. We have a cynical question. So I think the answer is no. On the payout ratio, so I think it wouldn't be appropriate to talk about medium term. I mentioned earlier that we're making the dividend payment for third quarter. Clearly this transaction has to be funded from cash on hand and cash that we generate between now and closing Q4 and Q1. And then thereafter I think you should just look at the company's track record so there's a couple of things that you could sort of look to there. One, always a company that is willing to invest, number one, but also number two, a company that invests in a sustainable way with an emphasis on growth -- profitable growth. I think you can apply that to whatever market we're present in, number one. Number 2, I think again, you've covered us for a long time or followed us for a long time. A company that doesn't sit on cash, that it doesn't need, it will return cash. And again, we've made dividends, we've paid dividends consistently. We've also bought back stock for a long period of time when we were in London. And then the third point, which myself and Mikheil have already made, actually going forward we'd hope to have more flexibility given the potential for debt financing, which is something that over the last five years or historically we've not explored. So I think if you judge just on sort of what you've seen in the past and make that a similar base case going forward, that wouldn't be reasonable. But we can't really sort of get into specifics about what the dividend might be in two years or three years to date. And then I'll hand over to Mikheil to talk about control of the -- getting control of the business.

Mikheil Lomtadze: Well, yes, I don't think that there's anything in this question which I haven't really explained. I do think that like-minded people can get the incredible things done. So from that perspective, I think we're just really excited because the company profile and the way we have been able to structure the transaction as well. We're not looking for 100% happiness. We're not $100 billed to be loved by everyone. But the one thing I can tell you that when buying back shares, I think our shares are undervalued and we always said that we will put cash to work when we see the opportunity and I think this is -- and I truly believe this is the opportunity which presents itself and it's really exciting. And again, the one thing which excites me is that like-minded people are getting together that's the most important in my opinion because like-minded people then can get all sorts of things done either from the transaction itself or actually the future development and innovation and growth. So that's the most important foundation of the future risk. Like-minded people can always figure out the things which can work the best for consumers and the merchants.

Unidentified Analyst: Thanks guys. And congrats once again.

Mikheil Lomtadze: Thank you.

Operator: Thank you. This will conclude the Q&A session. I'd now like to hand back over to David for any closing remarks.

David Ferguson: All right, so thanks a lot, Harry. Thank you, everyone, for participating in the call. I can see that there are a couple of people still in the queue to ask questions. We've unfortunately got to jump onto another call, but happy to continue the discussion offline. So please get in touch. Thanks again for your time today. Hope to see and speak to you over the next couple of weeks and thanks a lot.

Mikheil Lomtadze: Thank you very much. We'll go back to building businesses. Have a good week everyone.

Operator: Ladies and gentlemen, this concludes today's webinar. Thank you for joining. You may now disconnect from the call. Goodbye.