Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Chief Executive Officer Compensation

On January 14, 2021, upon the recommendation of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Freedom Holding Corp (the "Company"), the Board approved a salary increase for the Company's Chief Executive Officer, Timur Turlov, to an annual net salary of $1,200,000, commencing from January 1, 2021. Consistent with tax regulation in Russia and Kazakhstan, all salary-related taxes and dues are the legal responsibility of the employer. Mr. Turlov will receive cash compensation of at least $600,000. The remaining $600,000 may be payable in cash or stock of the Company at the election of the Company, which election will be made no later than March 31, 2021, the Company's fiscal year end.

Non-Employee Director Compensation

Upon the recommendation of the Committee, on January 14, 2021, the Board also approved increasing the annual cash retainer paid to non-employee directors as follows: (i) from January 1, 2021 to June 30, 2021, each non-employee director will receive a quarterly payment of $15,000; (ii) commencing on July 1, 2021, the quarterly payment will increase to $25,000. Also, effective as of January 1, 2021, the Board terminated separate retainers for committee service, including serving as a committee chair.

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