Freedom Holding Corp (FRHC) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on September 29, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Proxy materials are primarily distributed online to reduce costs and environmental impact, with paper copies available upon request.

• Shareholders of record as of July 31, 2025, are eligible to vote, with multiple voting methods available including online, phone, mail, and during the meeting.

• The company is classified as a “Controlled Company” under Nasdaq rules, with the CEO holding approximately 70% of voting power.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class III directors to serve until the 2028 annual meeting.

• An advisory (non-binding) vote on executive compensation (“say-on-pay”) is included, with annual frequency.

• Ratification of Deloitte LLP as the independent registered public accounting firm for fiscal 2026 is on the agenda.

• No shareholder proposals were submitted for the 2025 meeting; procedures for 2026 proposals are detailed.

Board of directors and corporate governance

• The board consists of seven members, including four independent directors and three non-independent directors.

• Board committees include audit, compensation, nominating and corporate governance, risk, transactions, and telecom, with varying compositions of independent and non-independent directors.

• Amber Williams serves as Lead Independent Director, and the board encourages direct shareholder communication.

• The company has a policy prohibiting hedging and pledging of company stock by directors and executives.