Freedom Holding Corp

1. 1

   Election of Directors (two Class I directors

   ManagementBoard: FOR

   Elect two Class I directors — Askar Tashtitov and Boris Cherdabayev — to serve three-year terms until the 2029 Annual Meeting.

2. 2

   Advisory vote to approve the compensation of our named executive officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy statement (held annually).

   More detail

   This management proposal requests an advisory, non-binding shareholder vote to approve the overall compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is seeking approval to reaffirm its compensation philosophy and program — which emphasizes a mix of base salary, annual cash incentives tied to KPIs, and multi-year equity awards — and to demonstrate shareholder support for its pay-for-performance approach. The Company notes that shareholders previously favored annual advisory votes and the Board therefore requests this vote annually, explaining the compensation committee (comprised of independent directors) will consider any significant negative vote and evaluate corrective actions. Contextually, the Company is a Controlled Company with the CEO owning a majority stake, which may affect governance dynamics and the weight shareholders place on advisory votes, and the proxy discloses substantial CEO compensation levels and long-term equity incentives designed to align management and shareholder interests. While the vote is non-binding, the Board frames it as an important feedback mechanism that informs future compensation design and adjustments by the compensation committee. The proposal also signals management’s intent to maintain an at-risk, performance-oriented compensation mix and to rely on peer benchmarking and compensation consultant input in setting pay. Potential shareholder concern centers on magnitude and structure of pay (notably high CEO total compensation and use of restricted stock), currency and vesting conditions, and whether incentives adequately tie to long-term shareholder value; management counters by describing governance practices (independent compensation committee, recoupment policy, and peer benchmarking) that mitigate excessive risk-taking. For investors evaluating the proposal, the key consideration is whether advisory approval indicates endorsement of the Company’s current compensation arrangements or whether a negative vote would prompt substantive review and reform by an independent compensation committee. Overall, the Board recommends a FOR vote, citing alignment objectives, oversight by the independent compensation committee, and the advisory nature of the vote as rationale.

3. 3

   Ratification of Independent Registered Public Accounting Firm (Deloitte LLP

   ManagementBoard: FOR

   Ratify the appointment of Deloitte LLP as the Company’s independent registered public accounting firm for the 2027 fiscal year.

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When is the Freedom Holding Corp 2026 annual meeting?

Freedom Holding Corp (FRHC) holds its 2026 annual shareholder meeting on Wednesday, September 16, 2026.

What is the record date for the Freedom Holding Corp 2026 meeting?

The record date for the Freedom Holding Corp 2026 meeting is Monday, July 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Freedom Holding Corp's 2026 meeting?

The board is presenting 2 director nominees at the Freedom Holding Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Freedom Holding Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Freedom Holding Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.