DEF 14A of Freedom Holding Corp., Jul 29, 2025

DEF 14A of Freedom Holding Corp.

Filed Jul 29, 2025 · FY20250000924805-25-000025

Open on EDGAR

  1. TABLE OF CONTENTS

    Proposal Three – Ratification of Independent Registered Public Accounting Firm. The affirmative vote of the holders of a majority of the total number of votes of our common stock present (virtually) in person or represented by proxy and entitled to vote on the proposal is needed to ratify the selection of Deloitte LLP as our independent registered public accounting firm for our 2026 fiscal year. Abstentions count as votes against the proposal. If you do not provide instructions to your brokerage firm regarding how to vote your shares on this proposal, your broker may (a) vote your shares on your behalf (because this proposal is a “discretionary” item) or (b) leave your shares unvoted. Our auditor is appointed by our Board audit committee (the “audit committee”) in accordance with Section 10A-3 of the Exchange Act of 1934. Our By-Laws do not require that stockholders ratify the appointment of our independent auditors. However, we are submitting the appointment of Deloitte LLP to you for ratification as a matter of good corporate governance. If our stockholders fail to ratify the selection, we will consider that failure as a direction to the Board and the audit committee to consider the selection of a different firm. Even if the selection is ratified, the audit committee in its discretion may select a different independent registered public accounting firm, at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. The affirmative vote of the holders of a majority of the total number of votes of our common stock present (virtually) in person or represented by proxy and entitled to vote on the proposal is needed to approve this proposal. Abstentions count as votes against the proposal. THE BOARD RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2026 FISCAL YEAR. Where can I find the voting results? We will report the voting results in a Current Report on Form 8-K within four business days after completion of our 2025 Annual Meeting. Could other matters be decided at the 2025 Annual Meeting? As of the date of this Proxy Statement, we did not know of any matters to be raised at the 2025 Annual Meeting other than those described in this Proxy Statement. If other matters are properly presented at the 2025 Annual Meeting for consideration, however, the proxies appointed by the Board will have the discretion to vote on those matters for you. Who will pay for the cost of this proxy solicitation? We will pay for the cost of this proxy solicitation. We do not intend to solicit proxies other than by use of the mail or website posting. We have retained Broadridge, a proxy solicitation firm, at an anticipated cost of $34,623 plus reimbursement of expenses, to assist in soliciting proxies from brokers, banks, nominees, and institutional holders. Broadridge and certain of our directors, officers and other employees (without additional compensation), may solicit proxies personally or by telephone, facsimile or email on our behalf. In addition, Broadridge and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement. Who will count the vote? The inspector of elections appointed for the 2025 Annual Meeting will tabulate all votes. What is “householding” and how does it affect me? We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name will receive only one copy of the Proxy Materials and Notice of Internet Availability of Proxy Materials, unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. Stockholders who participate in householding will continue to receive separate proxy cards. If and when applicable, householding will not in any way affect dividend check mailings, if any. If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Proxy Materials or Notice of Internet Availability of Proxy Materials, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please make a written request to: Acting Corporate Secretary, Freedom Holding Corp., 1930 Village Center Cir. #3-6972, Las Vegas, Nevada 89134, U.S.A., email: usoffice@freedomholdingcorp.com or contact our Acting Corporate Secretary at 1-888- 996-3742. If multiple stockholders of record who have the same address receive only one copy of the Proxy Materials and would like to receive additional copies, or if they would like to receive a copy for each stockholder living at that address in the future, send a written request to the address or email address above or contact our Acting Corporate Secretary at 1-888- 996-3742. Upon such written or oral request, we will deliver separate Proxy Materials and Notices of Internet Availability of Proxy Materials to any stockholders who receive one paper copy at a shared address: 1930 Village Center Cir. #3-6972, Las Vegas, Nevada 89134, U.S.A. Beneficial owners can request information about householding from their brokers, banks or other holders of record. Other Information Our Annual Report accompanies this Proxy Statement. Neither the material contained in the Annual Report, nor the contents of our corporate website or the corporate website of any of our subsidiaries should be considered a part of the Proxy Materials. References herein to “fiscal 2025,” “fiscal 2026” or similar references to a respective "fiscal year" mean the 12-month period ended March 31 of the relevant year. The contents of our corporate website or the corporate website of any of our subsidiaries are not incorporated by reference into this Proxy Statement. PROPOSAL ONE - ELECTION OF DIRECTORS Our Restated Articles of Incorporation provide that our Board shall be divided into three classes. Each director serves for a term of three years and until his or her successor has been duly elected and qualified. The term of office of the Class III Directors expires at the 2025 Annual Meeting. The Board has nominated Timur Turlov and Philippe Vogeleer to stand for election at the 2025 Annual Meeting as Class III Directors. Mr. Turlov has served as a member of the Board since November 2015, Mr. Vogeleer has served as a member of the Board since May 2024. Mr. Vogeleer is standing for election by the stockholders for the first time at the 2025 Annual Meeting. If elected at the 2025 Annual Meeting each of these nominees would serve until the 2028 Annual Meeting and until their successor is duly elected and qualified, or if sooner, until the director’s death, resignation or removal. Directors are elected by a plurality of the votes cast. The two nominees receiving the most “FOR” votes will be elected. If no contrary indication is made, shares represented by executed proxies will be voted “FOR” the election of the two nominees named above. If, prior to the 2025 Annual Meeting, it should become known that any of the nominees would be unwilling or unable to serve as a director after the 2025 Annual Meeting by reason of resignation, death, incapacity or other unexpected occurrence, the proxies will be voted “FOR” such substitute nominee as is determined by nominating and corporate governance committee and the Board or alternatively, not voted for any nominee. The Board has no reason to believe that any of the nominees will withdraw or be unable to serve. Proxies cannot be voted for more than the number of nominees proposed for election.

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    | Timur Turlov Age: 37 Class III Director Since: November 2015 Continuing in office until the 2025 Annual Meeting Non-independent Committee Memberships: Compensation Telecom | Mr. Turlov has served as the chief executive officer and chairman of the Board since November 2015. He graduated from Russia State Technic University (named after Tsiolkovsky) in 2009 with a Bachelor of Science degree in economics and management. Mr. Turlov holds a management certificate in stock exchange operations and securities broker and dealer management granted by the Russian National Securities Market Association and has more than 10 years of experience in various areas in the international securities industry. From May 2012 through January 2013, Mr. Turlov served as the Chairman of the Board of Directors of JSC Nomad Finance, where he oversaw the business setup and acquisition of large clients. From July 2013 to July 2017, Mr. Turlov served as the Advisor to the Chairman of the Board of Freedom Finance JSC, a subsidiary of the Company (“Freedom KZ”). In that capacity, Mr. Turlov was primarily responsible for strategic management, public and investor relations events, investment and sales strategy, and government relations. In July 2017, Mr. Turlov became Chairman of the Board of Directors of Freedom KZ. Mr. Turlov also serves as Chairman of the Board of Directors of Company subsidiaries Life Insurance Company Freedom Finance Life JSC ("Freedom Life"), Insurance Company Freedom Finance Insurance JSC ("Freedom Insurance"), and Freedom Bank Kazakhstan JSC ("Freedom Bank KZ") and President of the Company subsidiary Freedom Finance Global PLC (“Freedom Global”). Mr. Turlov also serves as Chairman of Supervisory Board at the Company subsidiaries Comrun LLP and Arbuz Group LLP and as a Member of the Board of Trustees of the Company subsidiary Freedom Shapagat Corporate Fund. In addition, he is the Chairman of Supervisory Board of Freedom Data Centers LLP, Freedom Mobile LLP, Member of Board of Directors of EasyTap Ltd., Chocofamily Holding Ltd., XakPro Ltd. and CerebraAI, Inc. Mr. Turlov is a Member of YPO Kazakhstan (Young Presidents Organization), which unites young businessmen and top managers from all over the world. In addition, Mr. Turlov is President of the Kazakhstan Chess Federation, President of the Kazakhstan Football Federation and a participant of the IQanat educational project. From 2019 until October 2023, Mr. Turlov, served as a member of the board of directors of Kcell, one of the leading providers of mobile telecommunications services in Kazakhstan. Mr. Turlov owns interests in other businesses operating in variety of industries, including other securities brokerage firms. Skills and Qualifications: Mr. Turlov has in-depth knowledge of the business of the Company, a practical understanding of developing, implementing, and assessing our operating plan and business strategy and an educational background in economics and management. |

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    | Askar Tashtitov Age: 46 Class I Director Since: May 2008 Continuing in office until the 2026 Annual Meeting Non-independent Committee Memberships: Risk Transactions | Mr. Tashtitov has served as President of the Company since June 2018 and leads our investment banking activities. He has served as a director of the Company since May 2008 and was employed with BMB Munai, Inc., the predecessor of the Company, from 2004 through 2015, serving as its president from May 2006 to November 2015. From 2011 to 2015 Mr. Tashtitov was engaged in private equity projects. From 2002 to 2004 Mr. Tashtitov was a management consultant with PA Government Services Inc. Mr. Tashtitov earned a Bachelor of Arts degree from Yale University in economics and history in 2002. Skills and Qualifications: Mr. Tashtitov has over 15 years of experience in the public company arena, with particular expertise in interfacing with equity and debt financing professionals, as well as significant investment banking and business management experience. | | Kairat Kelimbetov Age: 56 Class II Director Since: May 2024 Continuing in office until the 2027 Annual Meeting Non-independent Committee Memberships: Risk Nominating and Corporate Governance | Dr. Kelimbetov was appointed to the Board on May 28, 2024 to fill the vacancy created by the Board’s decision to increase the number of directors as of such date. Since May 2023, he holds the role of Strategic Advisor at Freedom Horizons LLP, a subsidiary of the Company, providing his advisory services in the area of business development and market intelligence. With nearly three decades of founding and leading high-performing organizations, occupying senior-level government office positions, and serving on numerous boards, Dr. Kelimbetov’s prior experience includes being: •a Founding Governor of the Astana International Financial Center (“AIFC”) (2015-2023), a key financial hub for the region including Central Asia, the Caucasus, the Eurasian Economic Union, the Middle East, West China, Mongolia, and Eastern Europe; •Governor of the National Bank of Kazakhstan (2013-2015); •Deputy Prime Minister of Kazakhstan (2012-2013); •Chairman of the Eurasian Economic Commission (2012-2013); •Minister of Economic Development and Trade (2011-2012); •Chief Executive Officer of Samruk-Kazyna Sovereign Wealth Fund (2008-2011); •Chief of Staff to the President of the Republic of Kazakhstan (2008-2008); •Founding CEO of Kazyna Sustainable Development Fund (2006 - 2008); •Minister of Economy and Budget Planning (2002-2006); and •Chairman of the Agency for Strategic Planning and Reforms (1999 - 2001). Dr. Kelimbetov earned a Master of Studies in Sustainability Leadership from the University of Cambridge, a Ph.D. in Economics and a BSc in Computational Mathematics and Cybernetics from Moscow State University. He attended the National Higher School of Public Administration in Almaty, Kazakhstan and he has an Executive Certificate and Pew Economic Freedom Fellowship from the Harvard Kennedy School and the E. Walsh School of Foreign Services at Georgetown University, respectively. He holds honorary professorships from Tsinghua University in Beijing, the Eurasian Economic Club of Scientists Association in Kazakhstan, and an honorary Doctorate of International Relations from the Geneva School of Diplomacy and International Relations.. Skills and Qualifications: Dr. Kelimbetov has a hands-on experience of driving substantial economic reforms in Kazakhstan, establishing and managing key national development and financial institutions, implementing national investment strategies and development policies, in addition to playing a significant role in the Kazakhstan’s macroeconomic policy overhaul, sovereign wealth fund management and the execution of major state and corporate financial transactions. |

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    | Boris Cherdabayev Age: 71 Class I Director Since: February 2019 Continuing in office until the 2026 Annual Meeting Independent Committee Memberships: Audit Nominating and Corporate Governance Transactions Telecom | From 1994 to 1997 Mr. Cherdabayev was employed with JSC MangistauMunaiGaz, as a Member of the Managing Board and Vice President. From June 1998 to March 2000 he was employed with KazakhOil National Oil and Gas Company where he was a Member of the Managing Board and Vice President for Exploration and Production. During the same period, he also served as the Chairman of the Board for KazakhOil subsidiaries UzenMunaiGaz, KazakhOil-Emba, and KazakhstanCaspiShelf, as chairman of the Joint Operating Committee for the Karachaganak Project, and as a member of the JV TengizChevroil LLP Partnership Council. From March 2000 to March 2003, Mr. Cherdabayev was the General Manager of JV TengizChevroil LLP. From November 2003 to November 2015, he served as the chairman of the board of directors of BMB Munai, Inc., the predecessor to the Company. He also served as chief executive officer of BMB Munai from November 2003 through August 2007. In 2006, BMB Munai became the first CIS region company to be listed on the NYSE American Stock Exchange (formerly known as AMEX). From October 2012 to the present he has served as a Counsellor to the Chairman of the management board of Weatherford-CER JV. From May 2022 to the present he has also served as an independent member of the board of directors of Kazakhstan Qazaq Gas JSC. Mr. Cherdabayev graduated from Ufa Oil Institute (Russia) in 1976. In 2011, he completed the Advanced Management Program offered by Harvard Business School. In 2002, he completed the Columbia Senior Executive Program at Columbia University and in 2000 he completed the Chevron Advanced Management Program at Chevron Corporation in San Francisco, California. Skills and Qualifications: Mr. Cherdabayev has extensive executive management and board experience with both Kazakhstan national and private companies and U.S. public companies. | | Andrew Gamble Age: 71 Class II Director Since: May 2024 Continuing in office until the 2027 Annual Meeting Independent Committee Memberships: Audit Risk Transactions Compensation Nominating and Corporate Governance | Mr. Gamble was appointed to the Board on May 28, 2024 to fill the vacancy on the Board created by the resignation of Leonard Stillman. From 1977 to 2009, Mr. Gamble served as a partner in the international American-British law firm Hogan Lovells. His legal career has involved advising banks and structuring financings for numerous international entities in the Middle East and CIS, including Kazakhstan. While at Hogan Lovells, Mr. Gamble held several senior management positions such as Head of International Banking Practice, London Regional Managing Partner, member of the International Management Board and Head of the Africa Practice, and he was instrumental in the opening of the firm’s offices in Moscow, Warsaw, Dubai and Johannesburg. He also served in Hogan Lovells’ Frankfurt office. Mr. Gamble currently works as an independent consultant on corporate, legal and finance matters, which includes serving as an independent director on several boards. He is on the board of Africa Credit Opportunities Limited, and recently stepped down from the board of Zenith Bank (UK) Limited. He is chairman of the board of Grata International, a Swiss verein which acts as a holding company for the various offices of a regional law firm focused on the former Soviet Union and neighboring countries. Mr. Gamble has authored, co-authored, contributed to, and edited numerous financial and legal publications. He earned his Bachelor of Arts in Law, with Honours, from St. Catharine’s College in Cambridge and his professional qualifications at the College of Law, Guildford. Skills and Qualifications: Mr. Gamble has deep financial sector expertise based on many years of experience advising on transactions in the sector as well as serving as a director of African Export-Import Bank and Zenith Bank (UK) Limited. |

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    | Philippe Vogeleer Age: 52 Class III Director Since: May 2024 Continuing in office until the 2025 Annual Meeting Independent Committee Memberships: Compensation Nominating and Corporate Governance Transactions Telecom | Mr. Vogeleer was appointed to the Board on May 28, 2024 to fill the vacancy on the Board created by the resignation of Jason Kerr. Mr. Vogeleer is a Chartered Director specialized in creating partnerships between corporations, governments and international organizations. He has lived in 10 countries, worked in over 100. Mr. Vogeleer speaks 4 languages including Dutch, English, French and Italian. He has managed teams ranging in size from one to over 3000, with corresponding profit and loss responsibility. Mr. Vogeleer began his career in 1997 at Deloitte, growing to the position of Manager - TMT Advisory advising companies such as Telenor, Bertelsmann, and Orange. He then transitioned to Orange, serving during the period of 1999-2009 in operational and management roles including Deputy CEO / Chief Strategy Officer covering up to 21 countries. From 2010 to 2011, Mr. Vogeleer worked for Ooredoo, where he held various senior positions such as Chief Operating Officer in Qatar. From early 2012 to March 2024, Mr. Vogeleer worked for Vodafone Group, where he originally handled negotiations as corporate diplomat before advancing to work on investment partnerships with large multi-national corporations, global mobile network operators, public authorities in Europe, the Middle East, and Africa, and with international organizations such as British International Investment, the European Investment Bank, the World Bank Group, the U.S. International Development Finance Corporation, and the USAID. He acts as Non-executive director of Global Partners 4 Digital Development starting from October, 2023 and Sumitomo Corporation from April, 2024. Since September 2021, Mr. Vogeleer teaches to INSEAD MBA students as a Visitng Lecturer, and supports the work of various international charities including Global Citizen. Mr. Vogeleer earned his Bachelor’s degree in law from Université Saint Louis, Belgium in 1993, Master’s degree in law from UCLouvain, Belgium in 1996, Master’s degree in Media & Communications Management from the University of Stirling in the United Kingdom in 1997; completed postgraduate courses in Telecom Law at KUL, Belgium in 1999, and in competition law at King’s College in London, United Kingdom in 2002; obtained an executive Master’s degree in business administration from Insead (Cedep), France in 2006 and a Master’s degree in corporate governance from the Institute of Directors in London, United Kingdom in 2024. Skills and Qualifications: Holding an Executive MBA degree and qualified as a Chartered Director, Mr. Vogeleer has around 15 years of experience serving on boards as chairman, member of the board, member of the audit committee, member of the compensation and benefits committee, or secretary general. |

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    | Amber Williams Age: 44 Class II Director Since: November 2020 Continuing in office until the 2027 Annual Meeting Independent (Lead Independent Director) Committee Memberships: Audit Compensation Risk Telecom | Ms. Williams is a Certified Public Accountant, having earned her license in 2010. From 2004 to 2012, Ms. Williams was employed in various accounting and finance positions with Grant Thornton, Basic Research, Goldman Sachs and PricewaterhouseCoopers, where her responsibilities included: planning and managing audit functions for public and private companies, domestically and internationally, including audit planning, fieldwork and internal control testing; assisting with product launch; serving as a member of a management team in conjunction with the sale of a business unit; and process improvement. From 2012 to 2018, Ms. Williams provided accounting and chief financial officer consulting services to companies. From 2018 to 2019, she was employed as a Manager with Brixey & Meyer, an Ohio based CPA firm. In that position she managed a team of accountants providing companies with chief financial officer, accounting and human resource functions. Since 2019, Ms. Williams has been self-employed. Ms. Williams earned a Bachelor of Science degree in accounting from the University of Utah in 2004, and a Masters of Accounting degree from the University of Utah in 2005. Skills and Qualifications: Ms. Williams has professional experience in accounting, auditing, finance and internal controls and a background as a licensed CPA. |

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    Mr. Vogeleer is the Chair of the nominating and corporate governance committee and Messrs. Cherdabayev, Gamble and Kelimbetov are members of the committee. Upon Mr. Vogeleer’s appointment to the Board in May 2024 and Jason Kerr’s resignation from the Board in May 2024, Mr. Vogeleer replaced Mr. Kerr as a member of the nominating and corporate governance committee, and Mr. Vogeleer replaced Mr. Turlov as Chair of the nominating and corporate governance committee. On October 16, 2024, the Board made committee membership re-assignments according to which Mr. Turlov resigned from the nominating and corporate governance committee as a member and Messrs. Gamble and Kelimbetov were appointed to the committee as members. Each of Mr. Vogeleer, Mr. Cherdabayev and Mr. Gamble qualifies as an independent director under Nasdaq Rule 5605. As our employee director, Mr. Kelimbetov does not qualify as an independent director under Nasdaq Rule 5605. The Board believes the inclusion of Mr. Kelimbetov as a member of the nominating and corporate governance committee is in the best interests of the Company and its stockholders. As noted above, this is permitted as the Company is a “Controlled Company” as defined by Rule 5615 of the Nasdaq Stock Market rules. To the extent securities laws or other laws, rules or regulations require approval of a matter by the full Board, or by the independent members of the Board, such matter will be submitted for appropriate approval. The nominating and corporate governance committee met 9 times during fiscal 2025. During fiscal 2025, Andrew Gamble, Kairat Kelimbetov and Philippe Vogeleer were each appointed as a director by Board decision on May 28, 2024. Messrs. Gamble and Kelimbetov were each elected as Class II directors of the Company at the 2024 annual meeting of shareholders for a term that runs through the Company’s 2027 Annual Meeting. Mr. Vogeleer, as a Class III director, is standing for election by the stockholders for the first time at the 2025 Annual Meeting. Risk Committee The risk committee meets to review the risk management activities conducted in the Company and to discuss the scope of oversight activities conducted by the committee, in accordance with the risk committee charter. It is the responsibility of our Chief Executive Officer and senior management to identify and assess the Company’s exposure to risk. The risk committee is responsible for meeting periodically with senior management to review the Company’s risk management, compliance activities and potential risk exposures and to carry out its other duties set forth in the risk committee charter. The risk committee charter dated August 17, 2021 tasks the risk committee with assisting the Board in its oversight and monitoring of our senior management and risk management personnel in carrying out their responsibilities for enterprise risk management (“ERM”). This includes oversight of financial management, risk profile, financial risk and return, legal and regulatory and strategic planning and alignment. The risk committee is responsible for oversight and review with senior management of the Company’s capital planning process, capital position, capital adequacy, capital structure, and certain policies relating to financial management of the Company and its subsidiaries, as well as overseeing implementation of such policies. The risk committee periodically reviews the Company’s funding and liquidity requirements and contingency funding plan and is tasked with overseeing senior management’s establishment of an independent ERM framework. The risk committee works with senior management to: recommend a risk profile of the Company to the Board; review and monitor risk elements associated with the Company’s business; oversee and review the Company’s ERM charter, policies and procedures for assessing and managing exposure, including exposure to cybersecurity risk; and receive and review reports regarding the Company’s overall state of legal and regulatory compliance. The risk committee oversees our senior management’s establishment of the Company’s overall strategic planning process and alignment of the Company’s risk profile with its strategic plan, goals and objectives. The risk committee is also responsible for reviewing material strategic transactions, principal investments or dispositions where the aggregate consideration to be paid or received exceeds limits specified by the Board. The risk committee charter authorizes the risk committee to select, retain and terminate special risk management, legal, financial, accounting, audit and other professional advisors, at our expense, to assist the risk committee in discharging its responsibilities. This authority excludes selecting, retaining or terminating the Company’s independent registered public accounting firm, which is the responsibility of the audit committee. The risk committee has engaged risk management consultants to evaluate and integrate the Company’s risk management activities with existing operations. The risk committee charter provides that the risk committee shall be comprised of at least three members, a majority of which must be independent according to the standards of the Nasdaq Stock Market and the Company (to the extent the Company maintains a more stringent standard). Neither Nasdaq Stock Market standards nor Company standards, however, require us to have such a committee or that our risk committee must be independent. Therefore, the current composition of the risk committee is consistent with applicable rules. Mr. Gamble is the Chair of the risk committee and Mr. Kelimbetov, Mr. Tashtitov (who joined the committee as a member according to the committee membership re-assignments made by the Board on October 16, 2024) and Ms. Williams are members of the risk committee. Mr. Gamble and Ms. Williams qualify as independent directors under Nasdaq Rule 5605. The risk committee met 7 times during fiscal 2025. Transactions Committee The Board’s transactions committee's (the “transactions committee”) authority and responsibilities include reviewing, assessing, and assisting the Board in evaluating potential strategic acquisitions, divestitures, and investments, and related strategies. This encompasses financing and significant employee retention or compensation arrangements related to such transactions. The transactions committee may also review the appointment of advisors and candidates for these strategies and make recommendations to the Board. It is authorized to engage and fund advisors or third parties as needed, subject to approval from relevant committees, with the Company providing necessary funding. The transactions committee monitors the progress of pending and potential strategic transactions involving the Company and its competitors, conducts periodic reviews of completed transactions to evaluate success and strategic contributions, and reports regularly to the Board. The transactions committee charter specifies that the transactions committee must consist of at least two Board members. Mr. Cherdabayev is the Chair of the transactions committee and Messrs. Gamble, Tashtitov and Vogeleer are members of the transactions committee. During fiscal 2025, Mr. Tashtitov was appointed to the committee as a member and Ms. Williams resigned from the committee as a member based on the committee membership re-assignments made by the Board on October 16, 2024. The transactions committee met 10 times during fiscal 2025. Telecom Committee

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    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Boris Cherdabayev | 250,000 | — | — | 250,000 | | Jason Kerr* | 47,802 | — | — | 47,802 | | Philippe Vogeleer* | 253,844 | — | — | 253,844 | | Andrew Gamble* | 212,271 | — | — | 212,271 | | Amber Williams | 391,621 | — | — | 391,621 |

  9. COMPENSATION DISCUSSION AND ANALYSIS

    | WHAT WE DO | | | ✓ | Alignment with Shareholders. Long-term incentive awards vest over a period of several years to reward sustained Company performance over time. |

  10. COMPENSATION DISCUSSION AND ANALYSIS

    | ✓ | Mix of Awards. Our executive compensation program contains both cash and equity components and is weighted heavily towards at risk-based compensation for the majority of our NEOs. | | ✓ | Peer Group Comparison. With the help of independent compensation consultants, we annually analyze executive compensation relative to peer companies and published survey data for peer companies. | | ✓ | Decisions by the Compensation Committee. Executive compensation is determined by our compensation committee, with three of its four members being independent directors. | | ✓ | Independent Compensation Consultant. The Compensation Committee retains its own independent consultant to advise on compensation matters. | | WHAT WE DO NOT DO | | | X | No Potential Payments upon Termination or Change in Control. We do not currently have any contract, agreement, plan or arrangement with any of our NEOs providing for such payments. | | X | No Nonqualified Deferred Compensation. We do not have a deferred compensation program for our employees, officers or directors, including our NEOs. | | X | No Pension and Retirement Benefits. We do not offer a company-sponsored pension program or retirement benefits for our employees, officers or directors, including our NEOs. | | X | No Automatic Base Salary Increases. Our NEOs’ base salaries are reviewed annually, and the decisions are based on market data provided by our independent compensation consultant. | | X | No Hedging and Pledging Company Stock. Our policies prohibit the pledging and hedging of our stock by our executives and directors. |

  11. COMPENSATION DISCUSSION AND ANALYSIS

    | Element | Type | Form | Key Characteristics | Purpose | | Base Salary | Fixed | Cash | Annual adjustments based on individual performance, market pay levels and internal pay equity. | Attracts, retains and rewards NEOs by providing a competitive fixed amount of compensation for service that reflects skill, responsibility, and experience. | | Annual Cash Incentive | Variable | Cash | Cash or equity bonuses, based on financial, strategic, and operational goals and individual performance. | Focuses NEOs on achievement of our short-term financial, operational, strategic goals and individual goals. Aligns interests of NEOs with stockholders by promoting strong financial performance and achievement of other key corporate objectives. | | Long-term Equity Incentive | Variable | Performance-based Stock Awards | Equity awards that are forfeitable based on stock price performance that ratably vest over three to five years. | Retains NEOs through multi-year vesting of equity awards. Motivates and rewards NEOs for the achievement of long-term corporate performance. Aligns NEOs’ interests with long-term stockholder interests. |

  12. COMPENSATION DISCUSSION AND ANALYSIS

    The compensation committee considers risk management practices when reviewing and determining incentive compensation we provide to our executive officers. Specifically, the compensation committee reviews the Company’s overall executive officer compensation structure, taking into account such factors as the overall mix of compensation, the performance measures that are used under the Company’s incentive programs, the length of vesting periods where applicable, and the overall relationship of the Company’s compensation programs to the Company’s business risk. Peer Group and Benchmarking to Market For fiscal 2025, the compensation committee, in consultation with management and with support from its independent compensation consultant, approved a peer group that is used to provide relevant market context for the compensation committee’s decision making. The peer group used was the same one approved by the compensation committee for fiscal 2024 and confirmed to be retained for fiscal 2025. The compensation committee does not apply a formulaic approach to setting the NEOs’ compensation at any specific level or percentile against the peer group described. However, the compensation committee periodically reviews peer group compensation data to assess the competitiveness of our executive compensation practices, structures and levels. As previously for fiscal 2024, for fiscal 2025, the compensation committee utilized the peer group shown below. In general, the peer group reflected similarly sized (based on assets, market capitalization and revenue) publicly traded companies in the financial services industry (specifically including investment banking organizations). For the purpose of its pay mix analysis, Aon also utilized the peer categorization by two groups: investment banking- and technology-focused peers. The peer group is broadly consistent with the markets in which we operate.

  13. COMPENSATION DISCUSSION AND ANALYSIS

    | Peer Company | Ticker | 2025 Peer Group | | Jefferies Financial Group Inc. | JEF | ✓ | | Interactive Brokers Group, Inc. | IBKR | ✓ | | Stifel Financial Corp. | SF | ✓ | | Rocket Companies, Inc. | RKT | ✓ | | Evercore Inc. | EVR | ✓ | | SoFi Technologies, Inc. | SOFI | ✓ | | Robinhood Markets, Inc. | HOOD | ✓ | | Houlihan Lokey, Inc. | HLI | ✓ | | Piper Sandler Companies | PIPR | ✓ | | Tradeweb Markets Inc. | TW | ✓ | | B. Riley Financial, Inc. | RILY | ✓ | | Oppenheimer Holdings Inc. | OPY | ✓ | | PJT Partners Inc. | PJT | ✓ | | Moelis & Company | MC | ✓ | | Victory Capital Holdings, Inc. | VCTR | ✓ | | MarketAxess Holdings Inc. | MKTX | ✓ |

  14. COMPENSATION DISCUSSION AND ANALYSIS

    | Name | Fiscal 2025 Adjusted Base Salary(1) | Total Actual Bonus Payout(1) | Actual as a % of Salary | | Timur Turlov | $2,500,000 | $4,278,220 | 171% | | Askar Tashtitov | $1,000,000 | $1,860,000 | 186% | | Evgeny Ler | $1,000,000 | $1,781,000 | 178% | | Jason Kerr | $1,000,000 | $500,000 | 50% | | Sergey Lukyanov | $855,503 | $177,981 | 21% |

  15. Summary Compensation Table

    Summary Compensation Table The table below summarizes compensation paid to or earned by our named executive officers for the fiscal years ended March 31, 2025, 2024 and 2023.

  16. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($)(1) | Total ($)(2) | | Timur Turlov | 2025 | 2,500,000 | 4,278,220 | — | 733,823 | 7,512,043 | | CEO and | 2024 | 2,500,000 | 5,000,000 | — | 992,310 | 8,492,310 | | Chairman(3) | 2023 | 1,048,015 | — | — | 106,284 | 1,154,299 | | Askar Tashtitov | 2025 | 1,000,000 | 1,860,000 | 860,000 | 436,760 | 4,156,760 | | President(3) | 2024 | 1,000,000 | 1,500,000 | — | 186,353 | 2,686,353 | | | 2023 | 280,476 | 442,034 | 632,959 | 47,840 | 1,403,309 | | Evgeny Ler | 2025 | 1,000,000 | 1,781,000 | 781,000 | 227,833 | 3,789,833 | | CFO | 2024 | 1,000,000 | 1,500,000 | — | 204,741 | 2,704,741 | | | 2023 | 275,750 | 348,260 | 477,705 | 48,509 | 1,150,224 | | Jason Kerr | 2025 | 1,000,000 | 500,000 | 500,000 | 50,949 | 2,050,949 | | CLO and Acting Corporate Secretary | | | | | | | | Sergey Lukyanov | 2025 | 855,503 | 177,981 | — | 135,940 | 1,169,424 | | Chairman of the Management Board of Freedom KZ and Chairman of the Board of Freedom Global | | | | | | |

  17. Summary Compensation Table

    (1)Includes: (i) salary-related income taxes, mandatory contributions to the nationally-sponsored pension program, social insurance and obligatory medical insurance of $670,440, $357,610 and $106,284, and a car and travel allowance of $63,383, $634,700 and $0 for Mr. Turlov during the fiscal years ended March 31, 2025, 2024 and 2023, respectively; (ii) salary-related income taxes, mandatory contributions to the nationally-sponsored pension program, and social insurance of $238,245, $147,244 and $47,840 and a travel allowance of $198,515, $39,109 and $0 for Mr. Tashtitov during the fiscal years ended March 31, 2025, 2024 and 2023, respectively; (iii) salary-related income taxes, mandatory contributions to the nationally-sponsored pension program, and social insurance of $223,996, $144,080 and $48,509 and travel allowance of $3,836, $60,661 and $0 for Mr. Ler during the fiscal years ended March 31, 2025, 2024 and 2023, respectively, (iv) social tax of $226 and medical insurance of $50,000 for Mr.Kerr during the fiscal year ended March 31, 2025, (v) social tax of $112,717 and car and travel allowance of $23,223 for Mr. Lukyanov during the fiscal year ended March 31, 2025. (2)Mr. Turlov, Mr. Ler, Mr. Tashtitov and Mr.Kerr are paid in Kazakhstan tenge and U.S. dollars. Mr. Lukyanov is paid in Kazakhstan tenge. In the fiscal years ended March 31, 2022, Mr. Turlov also received compensation in Russian rubles. The U.S. dollar amounts shown in the table above were calculated using the average annual exchange rates for the period from April 1, 2021 to March 31, 2022, of Kazakhstan tenge to Russian ruble, Russian ruble to U.S. dollar and the Euro to U.S. dollar as reported by the Central Bank of Russia and for the period from April 1, 2022 to March 31, 2023 and from April 1, 2023 to March 31, 2025 were calculated using the average annual exchange rates of Kazakhstan tenge to U.S. dollar and the Euro to U.S. dollar as reported by the National Bank of Kazakhstan. (3)Mr. Turlov and Mr. Tashtitov are also Company directors. They receive no additional compensation for their service on our Board. Grants of Plan-Based Awards The table below provides information regarding the grants of plan-based awards made to the named executive officers for the fiscal year ended March 31, 2025.

  18. Summary Compensation Table

    | Name | Grant date | Approval date | All other stock awards: Number of shares of stock (#) | Grant date fair value of stock awards ($)(2) | | Timur Turlov | — | — | — | — | | Askar Tashtitov | 07/09/2025 | 06/16/2025 | 5,691 | 860,000 | | Evgeny Ler | 07/09/2025 | 06/16/2025 | 5,169 | 781,000 | | Jason Kerr | 07/09/2025 | 06/16/2025 | 3,309 | 500,000 | | Sergey Lukyanov | — | — | — | — |

  19. Summary Compensation Table

    (1) Reflects the grant date fair value of awards as determined pursuant to FASB ASC Topic 718. For valuation assumptions of the awards, see Note 25 to the consolidated financial statements in our 2025 Annual Report on Form 10-K. Outstanding Equity Awards at Fiscal Year-End The table below provides certain information concerning stock awards held by the named executive officers that were outstanding as of March 31, 2025. None of our named executive officers held outstanding stock options as of March 31, 2025.

  20. Summary Compensation Table

    | | Stock Awards | | | | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested | | Name | (#)(1) | ($)(2) | | Timur Turlov | N/A | N/A | | Askar Tashtitov | 24,404 | 3,225,477 | | Evgeny Ler | 19,204 | 2,538,193 | | Jason Kerr | — | — | | Sergey Lukyanov | 42,400 | 5,604,008 |

  21. Summary Compensation Table

    (1) The outstanding stock awards as of March 31, 2025 are subject to vesting. For additional details regarding the vesting conditions and vesting schedule of these stock awards see “Security Ownership” above. (2) The market value for unvested stock awards is based on the closing price of the common stock as of March 31, 2025, which was $132.17. Option Exercises and Stock Vested The table below provides certain information concerning restricted stock awards that vested during the fiscal year ended March 31, 2025. No options were exercised by any of our NEOs during fiscal 2025.

  22. Summary Compensation Table

    | | Stock Awards | | | | Number of shares acquired on vesting | Value realized on vesting | | Name | (#) | ($)(1) | | Timur Turlov | — | — | | Askar Tashtitov | 13,804 | 1,824,475 | | Evgeny Ler | 11,204 | 1,480,833 | | Jason Kerr | — | — | | Sergey Lukyanov | 21,200 | 2,802,004 |

  23. Summary Compensation Table

    (1) The value realized is based on the closing price of the common stock on the vesting date, March 31, 2025, of $132.17. Executive Employment Agreements At this time Freedom Holding Corp. does not have employment agreements with Messrs. Turlov, Tashtitov or Ler. Mr. Turlov has a standard statutorily required employment agreement for all employees in the Republic of Kazakhstan with our subsidiary Freedom Global. Mr. Tashtitov, Mr. Ler have standard statutorily required employment agreement for all employees in the Republic of Kazakhstan with our subsidiaries Freedom KZ and Freedom Global. Mr. Kerr provides services to the Company under the Outstaffing Agreement dated May 28, 2024 between Freedom Holding Corp. and JMK Management Services Corp. for the services of Jason Kerr to act as the Chief Legal Officer of Freedom Holding Corp. Freedom Holding Corp. does not have an employment agreement with Mr. Kerr for his services of Acting Corporate Secretary. Sergey Lukyanov has a standard statutorily required employment agreement for all employees in the Republic of Kazakhstan with our subsidiaries Freedom KZ and Freedom Global. These standard statutorily required employment agreements primarily provide for statutory rights relating to employees, employers, base salary, and payment of salary-related taxes and dues, including personal income taxes and state pension fund obligations on the same basis as other employees employed in such jurisdiction. Each of Messrs. Turlov, Tashtitov, Ler, and Kerr provides services to the Company on an at-will basis.

  24. Pay Ratio Disclosure

    Pay Ratio Disclosure We are required to calculate and disclose the total compensation paid to our median employee, as well as the ratio of total compensation paid to such median employee as compared to total compensation paid to our CEO pursuant to Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K. We believe the ratio of pay included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. We determined total compensation awarded to our global employees based on cash compensation rates of our employees who are paid in foreign currencies, which we converted into U.S. dollars using the average annual foreign exchange conversion rate for salary paid during the year and the rate in effect on March 31, 2025, for incentive awards related to year-end compensation. As of March 31, 2025, we had 8,764 employees, located in the following countries: Kazakhstan - 7,999, Uzbekistan - 61, Germany - 9, Kyrgyzstan - 17, Azerbaijan - 14, Armenia - 141, Cyprus - 242, Greece - 11, Spain - 2, France - 2, UAE - 95, Turkey - 12, the United Kingdom (the "UK") - 5, the United States -51, Tajikistan - 89, Italy - 3, Bulgaria - 3, Poland - 3, Austria - 3 and Netherlands - 2. In determining the median employee, we did not include employees from the following countries as they represented, in aggregate, less than 5% of our employee population: •Austria - 3 employees •Azerbaijan - 14 employees •Bulgaria - 3 employees •France - 2 employees •Germany - 9 employees •Greece - 11 employees •Italy - 3 employees •Kyrgyzstan - 17 employees •Netherlands - 2 employee •Poland - 3 employees •Spain - 2 employees •Turkey - 12 employees •Tajikistan - 89 employees After excluding our CEO and employees located in the countries listed above in accordance with SEC rules, we determined our median employee from a population of 8,426 employees. The fiscal 2025 annual total compensation for Mr. Turlov, our CEO, as reported in the Summary Compensation Table in this Proxy Statement, was $7,512,043. The fiscal 2025 annual total compensation for our median employee, determined in accordance with the requirements for determining total compensation in the Summary Compensation Table was $7,887. The ratio of our CEO’s annual total compensation to the annual total compensation of our median employee for fiscal 2025 is 952 to 1. This pay ratio information was developed and is being provided solely to comply with specific legal disclosure requirements. We do not use this information in making compensation decisions or in running our Company.

  25. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance measures of the Company. Our compensation committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see the “Executive Compensation” section contained in this Proxy Statement. Pay versus Performance Table The table below presents the annual compensation paid to our named executive officers (“NEOs”) and our financial performance for each of the five previous fiscal years. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs.

  26. Pay versus Performance

    | Fiscal Year | Summary Compensation Table Total PEO (1) | CAP to PEO (1) (3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average CAP to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income | CSM (share price) (5) | | | | | | | Company TSR(4) | Peer Group TSR(4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2021 | $301,714 | $301,714 | $131,587 | $131,587 | $376 | $163 | $150,281 | $53 | | 2022 | $1,133,375 | $1,133,375 | $1,012,518 | $1,866,841 | $420 | $184 | $220,928 | $60 | | 2023 | $1,154,299 | $1,154,299 | $816,348 | $763,324 | $506 | $155 | $205,586 | $72 | | 2024 | $8,492,310 | $8,492,310 | $5,929,793 | $4,496,010 | $497 | $203 | $374,952 | $71 | | 2025 | $7,512,043 | $7,512,043 | $2,791,742 | $4,760,797 | $248 | $147 | $84,521 | $132 |

  27. Pay versus Performance

    (1) Timur Turlov was PEO for each of fiscal years 2021, 2022, 2023, 2024 and 2025. (2) Non-PEO NEOs whose average compensation is reflected in columns (d) and (e) consist of Askar Tashtitov and Evgeny Ler for each of the fiscal years presented, and Jason Kerr and Sergey Lukyanov for fiscal 2025. (3) Compensation actually paid, or “CAP,” as reflected in columns (c) and (e), was calculated in accordance with SEC rules based on the Total Compensation as reflected in the Summary Compensation Table, or “SCT.” The following tables reconcile CAP to the SCT Total for the PEO and the non-PEO NEOs. (4) Total Stockholder Return, or “TSR” and Peer Group TSR reflect our TSR compared to that of similarly sized (based on assets, market capitalization and revenue sizes as well as total shareholder return) publicly traded companies in the financial services industry (specifically including investment banking organizations). The peer group was recommended by an independent national compensation consulting firm hired to advise on executive compensation matters, and adopted by the compensation committee, is broadly consistent with the markets in which we operate. The dollar amounts in columns (f) and (g) represent the value at the end of the applicable fiscal year of an assumed $100 invested as of March 31, 2020. (5) While we use a number of financial and non-financial performance measures to evaluate performance under our compensation programs, FRHC share price is the measure that represents the performance measure used to link compensation actually paid to NEOs. PEO SCT Total to CAP Reconciliation

  28. Pay versus Performance

    | Fiscal Year | Salary | Bonus and Non-Equity Incentive Compensation | Other Compensation | Stock awards | SCT Total | Deductions from SCT Total | Additions to SCT Total | CAP | | | | (2) | (1) | (2) | | | | | | 2021 | $279,525 | $— | $22,189 | $— | $301,714 | $— | $— | $301,714 | | 2022 | $1,133,375 | $— | $19,708 | $— | $1,133,375 | $— | $— | $1,133,375 | | 2023 | $1,048,015 | $— | $106,284 | $— | $1,154,299 | $— | $— | $1,154,299 | | 2024 | $2,500,000 | $5,000,000 | $992,310 | $— | $8,492,310 | $— | $— | $8,492,310 | | 2025 | $2,500,000 | $4,278,220 | $733,823 | $— | $7,512,043 | $— | $— | $7,512,043 |

  29. Pay versus Performance

    (1) Reflects “all other compensation” reported in the SCT for each fiscal year shown. (2) PEO did not receive any bonuses in the form of stock during fiscal 2023, 2024 and 2025, and did not receive any bonuses in the form of cash during fiscal 2023 and 2024. Average Non-PEO NEOs SCT Total to CAP Reconciliation

  30. Pay versus Performance

    | Fiscal Year | Salary | Bonus and Non-Equity Incentive Compensation | Other Compensation | Stock awards | SCT Total | Deductions from SCT Total | Additions to SCT Total | CAP | | | | | (1) | | | (2) | (3) | | | 2021 | $113,824 | $— | $17,763 | $— | $131,587 | $— | $— | $131,587 | | 2022 | $233,983 | $244,762 | $67,294 | $466,479 | $1,012,518 | $(466,479) | $1,320,802 | $1,866,841 | | 2023 | $205,526 | $203,132 | $41,245 | $366,445 | $816,348 | $(366,445) | $313,421 | $763,324 | | 2024 | $690,049 | $754,065 | $138,289 | $4,347,390 | $5,929,793 | $(4,383,432) | $2,949,650 | $4,496,010 | | 2025 | $963,876 | $1,079,745 | $212,870 | $535,250 | $2,791,742 | $(535,250) | $2,504,306 | $4,760,797 |

  31. Pay versus Performance

    (1) Reflects “all other compensation” reported in the SCT for each fiscal year shown. (2) Represents the grant date fair value of equity-based awards granted each fiscal year. We did not report a change in pension value for any of the fiscal years reflected in this table; therefore, a deduction from SCT total related to pension value is not needed. (3) Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each fiscal year shown. Relationship between Compensation Paid and Performance Measures The charts below show the relationship between the Compensation Actually Paid (calculated as prescribed by SEC rules) to the PEO and the Average Compensation Actually Paid (calculated as prescribed by SEC rules) to the Non-PEO NEOs in fiscal 2021, 2022, 2023, 2024 and 2025 to each of (1) total shareholder return, or TSR, for the Company and the peer group for such years, (2) the net income of the Company for such years and (3) the share price of the Company for such years. Policies and Practices Related to the Grant of Certain Equity Awards Based on our general executive compensation policy, the Company did not grant stock options or instruments similar to options in fiscal 2025. The Company does not have policies or practices regarding the timing of awards of options in relation to the disclosure of material nonpublic information (“MNPI”) and no named executive officer received an award of stock options during fiscal year 2025. Accordingly, the Board and the compensation committee do not consider MNPI when determining the timing or terms of such awards. Additionally, we do not time the disclosure of MNPI for the purpose of affecting the value of executive compensation. PROPOSAL TWO - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS In accordance with Section 14A of the Exchange Act and consistent with the vote of our shareholder at the prior annual meeting, we currently provide our stockholders with the opportunity to vote to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC once every year. The next advisory and non-binding vote to approve named executive officer compensation is currently planned to be held at our 2026 Annual Meeting. Our executive compensation programs are designed to attract, motivate, and retain our named executive officers, who are critical to our success, and to reward our named executive officers for the achievement of strategic and operational goals and the achievement of increased total stockholder returns. We seek to align the interests of our named executive officers with the interests of our stockholders. Our compensation committee reviews named executive officer compensation to ensure such compensation is consistent with our goals. This vote is advisory, which means that the vote on executive compensation is not binding on us, our Board, or our compensation committee. The vote on this resolution is not intended to address any specific element of compensation, but rather relates to the overall compensation of our named executive officers, as described in this Proxy Statement. Because we value our stockholders’ views on named executive officer compensation and as a matter of good corporate governance, to the extent there is a significant vote against our named executive officer compensation as disclosed in this Proxy Statement, the compensation committee will consider such as a direction to the Board and the compensation committee to evaluate our named executive officer compensation practices and to determine what actions may be necessary to address our stockholders’ concerns. Accordingly, we ask you to vote on the following resolution at the 2025 Annual Meeting: “RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Summary Compensation Table, and the other related tables and disclosure.”

  32. Pay versus Performance

    | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE NON-BINDING ADVISORY RESOLUTION REGARDING COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. |

  33. Pay versus Performance

    PROPOSAL THREE - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board, upon the recommendation of the audit committee, has appointed Deloitte LLP, to serve as our independent registered public accounting firm for our 2026 fiscal year. Deloitte LLP served as our independent registered public accounting firm for our 2024 and 2025 fiscal years. A representative of Deloitte LLP is expected to virtually attend the annual meeting. Such representative will have an opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions. We are asking our stockholders to ratify the selection of Deloitte LLP as our independent registered public accounting firm. Although ratification is not required by our By-Laws or otherwise, the Board is submitting the selection of Deloitte LLP to our stockholders for ratification as our audit committee has recommended because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. If our stockholders fail to ratify the selection, we will consider that failure as a direction to the Board and the audit committee to consider the selection of a different firm. Even if the selection is ratified, the audit committee in its discretion may select a different independent registered public accounting firm, at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

  34. Pay versus Performance

    | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2026 FISCAL YEAR. |

  35. Pay versus Performance

    PRINCIPAL ACCOUNTANT FEES AND SERVICES Pre-Approval of Services The audit committee annually engages our independent registered public accounting firm and pre-approves their services related to the annual audit and interim quarterly reviews of our financial statements and all reasonably related assurance services. All non-audit services are also considered for pre-approval by the audit committee. Audit committee pre-approval of audit and non-audit services is not required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the audit committee regarding our engagement of the independent registered public accounting firm. Audit Fees, Related Fees and Tax Fees Deloitte LLP served as our independent registered public accounting firm for the fiscal year ended March 31, 2025, 2024 and 2023. During each of the fiscal years ended March 31, 2025, 2024 and 2023, Deloitte LLP also served as an independent registered public accounting firm of certain of the Company’s subsidiaries. The fees for professional services billed to us and our subsidiaries by Deloitte LLP for the fiscal years ended March 31, 2025, 2024 and 2023 in connection with services provided in such fiscal years were as follows:

  36. Pay versus Performance

    | Fee Type | For the year ended March 31, 2025 ($) | For the year ended March 31, 2024 ($) | For the year ended March 31, 2023 ($) | | Audit fees | 8,050,017 | 7,048,059 | 5,555,733 | | Audit-related fees | 950,433 | 376,518 | 76,101 | | Tax fees | — | — | — | | All other fees | 83,841 | 887,344 | — | | Total | 9,084,291 | 8,311,921 | 5,631,834 |

  37. Pay versus Performance

    Audit Fees. Audit fees were for professional services rendered in connection with the audit of the financial statements included in our annual report on Form 10-K and review of the financial statements included in our quarterly reports of Form 10-Q and for services normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements and fees for Sarbanes-Oxley 404 audit work. Audit fees also include the separate entity audits of Company subsidiaries Freedom EU, Freedom Finance Technologies Ltd ("Freedom Technologies"), Freedom KZ, Freedom Global, Freedom Finance Special Purpose Company LTD ("Freedom SPC") (for the 2024 and 2023 fiscal years only), Freedom Bank KZ, Freedom Life and Freedom Insurance. Audit-Related Fees. Audit-related fees during the fiscal year ended March 31, 2025 were primarily comprised of fees billed by Deloitte LLP for professional services related to non-U.S. statutory reporting and document review. Tax Fees. There were no fees billed to us or our subsidiaries by Deloitte LLP for professional services rendered for tax compliance, tax advice and tax planning for the fiscal years ended March 31, 2025, 2024 and 2022. All Other Fees. All other fees during the fiscal year ended March 31, 2025 were primarily comprised of fees billed by Deloitte LLP for professional services related to legal expenses. All of the services provided by Deloitte LLP described above were approved by our audit committee pursuant to our audit committee’s pre-approval policies. The audit committee has determined that the provision of services described above was compatible with Deloitte LLP maintaining its independence. CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS Review, Approval or Ratification of Transactions with Related Persons In accordance with our audit committee charter, our audit committee, all members of which are independent, is responsible for reviewing, approving and overseeing any transaction between the Company, including its subsidiaries, and any related person (as defined in Item 404 of SEC Regulation S-K) and any other potential conflict of interest situations on an ongoing basis. Item 404 identifies a “related person” as any person who is: (i) an executive officer, director or nominee for director of the registrant; (ii) any holder of greater than 5% of any class of the registrant’s voting securities; and (iii) any immediate family member of any of the foregoing. Consistent with the requirements of the audit committee charter and the Company’s policies and procedures, at least monthly the audit committee reviews, and as appropriate approves or ratifies, all transactions in which a related person may have a direct or indirect material interest in which the amount involved in such transaction or proposed transaction would exceed $120,000 in a single year. Based on all the relevant facts and circumstances, the audit committee determines whether a related-person transaction is appropriate, and in our best interests, and conforms with SEC rules prohibiting personal loans to executive officers and directors. At least quarterly the audit committee also monitors ongoing, previously approved or ratified transactions with related persons. Transactions with Related Persons In addition to the compensation arrangements discussed in the “Executive Compensation” section of this Proxy Statement, the following is a description of transactions between the Company and related persons since April 1, 2024, that exceeded or are anticipated to exceed $120,000 in a single year. Certain of our executive officers, directors, greater than 5% stockholders and persons or entities affiliated with them have brokerage, banking and/or other discretionary accounts with our subsidiary companies and engage in transactions with those entities in the ordinary course of business involving brokerage, banking, investment banking, or similar services. Such transactions are of the type that are generally made available by the Company to the public and are made on substantially the same terms and conditions as those prevailing at the time for comparable transactions with similarly situated customers and eligible employees. Transactions with Timur Turlov ITS Central Securities Depository Limited. ITS Central Securities Depository Limited is a private company registered under the laws of the AIFC in Kazakhstan. It is a subsidiary of International Trading System Limited, a company controlled by Mr. Timur Turlov. The Company provides brokerage services to ITS Central Securities Depository Limited, including shares and bonds trading. As of March 31, 2025, the Company’s brokerage and other receivables from ITS Central Securities Depository Limited amounted to $29.7 million. This balance of brokerage and other receivables primarily relates to outstanding settlement amounts from these services. Turlov Family Office Securities (PTY) LTD. Turlov Family Office Securities (PTY) LTD is a private securities brokerage company that is wholly owned by Mr. Timur Turlov. As of March 31, 2025 the Company had customer liabilities in the amount of $6.2 million which were bank deposits from Turlov Family Office Securities (PTY) LTD held by the Company’s subsidiary Freedom Bank KZ. Microfinance organization Freedom Finance Credit. As of March 31, 2025, the Company had loans issued in the amount of $183.6 million represented by uncollateralized customer loans purchased by the Company’s subsidiary Freedom Bank KZ from a related party, Microfinance Organization Freedom Finance Credit LLP (“FFIN Credit”), a company outside of the FRHC group which is controlled by Timur Turlov. These loans were purchased by Freedom Bank KZ at a discount to their nominal value. FFIN Credit is a non-bank credit institution that issues loans in Kazakhstan under simplified lending procedures. The principal operations of FFIN Credit are providing loans to customers online using biometric identification and its proprietary scoring process. While Freedom Bank KZ has legal ownership of the uncollateralized retail loans purchased from FFIN Credit, in accordance with U.S. GAAP requirements, the Company does not recognize those loans as uncollateralized bank customer loans because effective control over the transferred loans is maintained by FFIN Credit. Instead, the Company recognizes the loans receivable from FFIN Credit on the consolidated balance sheets as a right of claims for purchased retail loans, within loans issued. Kazakhstan Chess Federation. Kazakhstan Chess Federation (“KCF”) is a Kazakhstan-based entity in which Timur Turlov holds a management position. The Company continues to support the development of chess as a sport in Kazakhstan through, among other, a sponsorship arrangement with KCF. During the year ended March 31, 2025, the Company has made financial contributions to KCF to support the preparation and holding of chess championships, tournaments, training camps and other events. During the year ended March 31, 2025, the Company incurred advertising and sponsorship expense from KCF in the amount of $11.2 million. STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING Stockholders who wish to present proposals, pursuant to SEC Rule 14a-8, for inclusion in the proxy materials to be distributed by us in connection with our 2026 annual meeting of Stockholders (the “2026 Annual Meeting”) must submit in writing and should be mailed by certified mail, return receipt requested, and must comply in all respects with Rule 14a-8 under the Exchange Act, the laws of the state of Nevada and our By-Laws. Your proposals should be delivered to the Chairman of the Nominating and Corporate Governance Committee c/o Acting Corporate Secretary, Freedom Holding Corp., 1930 Village Ctr. Cir., #3-6972, Las Vegas, Nevada 89134, and must be delivered before 31 March 2026.

  38. Pay versus Performance

    Stockholders who wish to present director nomination proposals in accordance with our proxy access provisions of our By-Laws, you may request that we include a proposal in the proxy statement and form of proxy for our 2026 Annual Meeting. The proposal must be in writing and should be mailed by certified mail, return receipt requested, and must comply in all respects with the laws of the state of Nevada and our By-Laws. Your proposals should be delivered to the Chairman of the Nominating and Corporate Governance Committee c/o Acting Corporate Secretary, Freedom Holding Corp., 1930 Village Ctr. Cir., #3-6972, Las Vegas, Nevada 89134. For a proposal to be included in our Proxy Materials for the 2026 Annual Meeting, it must be delivered to us not earlier than the close of business on March 1, 2026, and not later than the close of business on March 31, 2026. In the event that our 2025 Annual Meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of our 2024 Annual Meeting, your proposal must be delivered to us not earlier than the close of business on the 150th day prior to the date of our 2025 Annual Meeting and not later than the close of business on the later to occur of (i) the 120th day prior to the 2025 Annual Meeting, and (ii) the tenth day following the day on which public announcement of the date of such meeting is first made. Furthermore, in addition to satisfying the deadline in our By-Laws, a stockholder who intends to solicit proxies in support of director nominees other than our nominees must comply with Exchange Act Rule 14a-19(b). Notice of any proposal that you intend to present at the 2026 Annual Meeting, but do not intend to have included in the proxy statement and form of proxy relating to the 2026 Annual Meeting (other than pursuant to Rule 14a-8 or the proxy access provisions of our By-Laws), must be in writing and delivered to our Acting Corporate Secretary, Freedom Holding Corp. at 1930 Village Ctr. Cir., #3-6972, Las Vegas, Nevada 89134 not earlier than close of business on June 1, 2025, and not later than the close of business on July 1, 2025. In the event that our 2025 Annual Meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the 2024 Annual Meeting, your proposal must be delivered to us not earlier than the close of business on the 120th day prior to the date of our 2026 Annual Meeting and not later than the close of business on the later to occur of (i) the 90th day prior to the 2026 Annual Meeting, and (ii) the tenth day following the day on which public announcement of the date of such meeting is first made. Each item of business proposed by a stockholder, including director nominations, must be made in accordance with our By-Laws, Nevada state corporate law and any other applicable law, rule or regulation. In addition, any notice of a proposed director candidate must also comply with our By-Laws, including the criteria set forth under “Stockholder Nominees for Director” elsewhere in this Proxy Statement. If written notice is not given in accordance with these requirements, including by the dates set forth above, the proposal or nomination will be considered deficient or untimely, as applicable, and we may exclude such business from consideration at the meeting. For all matters other than director nominations that you wish to bring before the meeting, you must provide the following information: •a brief description of the business desired to be brought before the meeting; •the reason for conducting such business at the meeting; •the text of any proposal or business; •any substantial interest (such as financial or personal interest) you and the beneficial owner, if any, on whose behalf the matter is being proposed have in the matter; •any other information relating to you and the beneficial owner, if any, on whose behalf the proposal is being made, required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder; •a description of all agreements, arrangements, or understandings between or among you and the beneficial owner, if any, on whose behalf you are making the proposal, including any of their affiliates or associates, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such person or persons or any of their affiliates or associates, in such business, including any anticipated benefit therefrom to such person or persons, or their affiliates or associates; and •As to you, you must provide: ◦your name and address as they appear on our books and of the beneficial owner, if any, on whose behalf the nomination is being made; ◦the class and number of our shares which are owned by you (beneficially and of record) and owned by the beneficial owner, if any, on whose behalf the nomination is being made, as of the date of your notice, and a representation that you will notify us in writing of the class and number of such shares owned of record and beneficially by you as of the record date for the meeting within five business days after the record date for such meeting; ◦a description of any agreement, arrangement, or understanding with respect to such nomination between or among you or the beneficial owner, if any, on whose behalf the nomination is being made and any of their affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and a representation that you will notify us in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting within five business days after the record date for such meeting; ◦a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of your notice by, or on your behalf, or the beneficial owner, if any, on whose behalf the nomination is being made and any of their affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of such person or any of their affiliates or associates with respect to shares of our stock, and a representation that you will notify us in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting within five business days after the record date for such meeting; ◦a representation that you are a holder of record of our shares entitled to vote at the meeting and you intend to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; and ◦a representation whether you intend to deliver a proxy statement and/or form of proxy to holders of at least the percentage of our outstanding capital stock required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the nomination. We may require any proposed nominee to furnish such other information as we may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. FISCAL 2025 ANNUAL REPORT ON FORM 10-K

  39. Pay versus Performance

    Included with these Proxy Materials is a copy of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, without exhibits, as filed with the SEC. We will furnish to each person whose proxy is solicited, on the written request of that person, a copy of the exhibits to that Annual Report on Form 10-K without charge. We will also mail to you without charge, upon request, a copy of any document specifically referenced or incorporated by reference in this Proxy Statement. Please direct your request to our Acting Corporate Secretary at Freedom Holding Corp., 1930 Village Center Cir. #3-6972, Las Vegas, Nevada 89134. INCORPORATION BY REFERENCE To the extent this Proxy Statement is incorporated by reference into any other filing by us under the Securities Act of 1933, or the Exchange Act, the section of this Proxy Statement entitled “Report of the Audit Committee” (to the extent permitted by SEC rules) will not be deemed so incorporated, unless specifically provided in such filing. OTHER MATTERS We know of no other matters to be submitted to our stockholders at the 2025 Annual Meeting. If any other matters are properly brought before the 2025 Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgement.