Freedom Holding Corp (FRHC) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on September 16, 2026, with voting available online, by phone, or by mail.

• Proxy materials, including the annual report and voting instructions, are primarily distributed electronically to reduce costs and environmental impact.

• Only shareholders of record as of July 20, 2026, are entitled to vote at the meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class I directors, an advisory say-on-pay vote for executive compensation, and ratification of Deloitte LLP as the independent auditor for fiscal 2027.

• The board recommends voting in favor of all proposals.

• Shareholder proposals for the 2027 meeting must comply with detailed advance notice and proxy access provisions.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms; two Class I directors are up for election.

• The board currently has six members, with a majority being independent under Nasdaq rules, though the company is a "Controlled Company" due to a single shareholder holding over 50% voting power.

• Board committees include audit, compensation, nominating and corporate governance, risk, transactions, and telecom, each with defined responsibilities and mostly independent membership.

• Lead Independent Director role established to enhance governance.