PEGASUS HAVA TAŞIMACILIĞI A.Ş.

Management Reports • Nov 7, 2025

PEGASUS HAVA TAŞIMACILIĞI ANONİM ŞİRKETİ INTERIM ACTIVITY REPORT OF THE BOARD OF DIRECTORS FOR THE PERIOD BETWEEN JANUARY 1 – SEPTEMBER 30, 2025

NOVEMBER 7, 2025

PEGASUS HAVA TAŞIMACILIĞI ANONİM ŞİRKETİ INTERIM ACTIVITY REPORT OF THE BOARD OF DIRECTORS FOR THE PERIOD JANUARY 1 − SEPTEMBER 30, 2025

This Report is prepared in accordance with the Regulation on the Determination of the Minimum Content of Company Annual Reports published by the Turkish Ministry of Commerce, the Corporate Governance Communiqué No. II-17.1 and the Corporate Governance Principles published by the Turkish Capital Markets Board and other applicable provisions of Turkish law.

As used in this Report, the following terms shall have the meanings indicated below:

• "Board" or "Board of Directors" refers to the Pegasus Airlines Board of Directors.
• "Company" or "Pegasus Airlines" refers to Pegasus Hava Taşımacılığı A.Ş., more fully described in Section 1/A of this Report.
• "Esas Holding" or "Esas" refers to Esas Holding A.Ş.
• "Hitit CS" refers to Hitit Bilgisayar Hizmetleri A.Ş.
• "PIN Lab" refers to Pegasus Innovation Lab, Inc.
• "PAT" refers to Pegasus Havacılık Teknolojileri ve Ticaret A.Ş.
• "Principles" refers to the Corporate Governance Principles published by the Turkish Capital Markets Board.
• "Report" refers to this Annual Report of the Pegasus Airlines Board of Directors.

1- GENERAL INFORMATION

A- GENERAL INFORMATION ON PEGASUS AIRLINES

Reporting Period : January 1, 2025 – September 30, 2025

Commercial Title : Pegasus Hava Taşımacılığı A.Ş. Trade Registration : Istanbul Trade Registry / 261186

Central Registry No. : 0-7230-0470-8500017

Headquarters : Aeropark, Yenişehir Mahallesi, Osmanlı Bulvarı, No: 11/A

Kurtköy 34912 Pendik / Istanbul

Contact Information : Telephone. +90 216 560 7000

Corporate Website. www.flypgs.com

Investor Relations Website.

http://www.pegasusinvestorrelations.com

B- VISION, MISSION, AND STRATEGIC TARGETS OF PEGASUS AIRLINES

We operate in line with the strategic targets determined by our Board of Directors in accordance with our aim of being: "To be a leading low-cost carrier across the industry, providing safe and easy travel with low fares" and our motto: "Everybody has the right to fly."

Our strategic targets are underpinned by our key corporate values: Innovation, People Orientation, Competitiveness, Result Orientation, and Effectiveness & Efficiency.

Our annual budget is approved by our Board of Directors before each fiscal year. Our operational and financial results are monitored by the Board of Directors on a regular basis, against budgeted targets. The Board of Directors reviews our strategic targets and the Company's progress in terms of strategic key performance indicators on a regular basis.

Our value model, first developed in 2024 and shown below, provides a more holistic approach on the value impact of our business. For more information on our value model, please refer to the 2024 Pegasus Airlines Sustainability Report.

C- CAPITAL, SHAREHOLDING AND ORGANIZATION STRUCTURE OF PEGASUS AIRLINES

Our issued capital is ₺500,000,000 and our authorized capital ceiling is ₺2,500,000,000. Information on our capital and shareholding structure as of January 1, 2025, and September 30, 2025, respectively, is shown in the table below.

		January 1, 2025		September 30, 2025
	Number of	Shareholding	Number of	Shareholding
Shareholder	Shares	Ratio	Shares	Ratio
Esas Holding	264,056,018	52.81%	264,056,018	52.81%
Publicly Traded	226,866,830	45.37%	226,866,830	45.37%
Emine KAMIŞLI	3,025,717	0.61%	3,025,717	0.61%
Ali İsmail SABANCI	3,025,717	0.61%	3,025,717	0.61%
Kazım KÖSEOĞLU	1,512,859	0.30%	1,512,859	0.30%
Can KÖSEOĞLU	1,512,859	0.30%	1,512,859	0.30%
Total	500,000,00	100.00%	500,000,00	100.00%

As of September 30, 2025, Esas Holding is the controlling shareholder of Pegasus Airlines. Established in 2000, Esas Holding is the largest family-owned investment firm in Türkiye and is backed by the first- and second-generation family members of Şevket SABANCI, one of the five founding members of H. Ö. Sabancı Holding A.Ş., a leading Turkish conglomerate. With offices in Istanbul and London, Esas invests in various asset classes globally including private equity, real estate, venture capital and public markets.

Our Company's management organization chart as of September 30, 2025, is provided in Section 1/F of this Report.

D- INFORMATION ON BUSINESS ACTIVITIES

We are the leading low-cost airline in Türkiye. We operated charter flights since 1990. Following our acquisition by Esas at the beginning of 2005, we changed our business model, introducing a low-cost network carrier model for the first time and focused on providing affordable and on-time air travel service with a young fleet.

As a result of the successful implementation of this low-cost strategy, we experienced rapid expansion of our operations both in domestic and international routes. Between 2009 and 2019, our cumulative average annual passenger growth reached 18%, significantly outpacing the 9% annual average growth recorded by the Turkish market. We operate a growing young and modern fleet of 127 aircraft with 4,88 average aircraft age as of September 30, 2025.

We provide high-frequency services on short- and medium-haul, point-to-point, and transit routes on its domestic and international network primarily from our main hub in Istanbul Sabiha Gökçen International Airport. As of September 30, 2025, we offered scheduled passenger services on 38 domestic destinations in Türkiye and 118 international destinations to European (including North Cyprus), CIS, Middle Eastern and African destinations, serving a flight network covering 156 destinations in 54 different countries.

Our business model is based on a strong focus on efficient operations and cost control, and revenue generation through various services ancillary to the core air passenger services. As of September 30, 2025, our CASK, non-fuel was recorded as €2,69, while revenue recorded from ancillary services constituted 36% of total revenue for the period. As of September 30, 2025, we continued to derive revenue from other services, primarily consisting of cargo services and a relatively low volume of charter and split charter flights for tour operators, which represented 2% of total revenue for the period.

E- INFORMATION ON PRIVILEGED SHARES

We do not have any privileged shares. Therefore, there are no voting privileges attached to Pegasus Airlines shares or any preference in respect of the nomination of Board members or the allocation of any distribution or payment to be made from Company profits.

F- INFORMATION ON THE MANAGEMENT BODY, SENIOR MANAGEMENT AND PEGASUS AIRLINES EMPLOYEES

a)- Management Body: Our management body is the Board of Directors. Within the framework of Article 10 of our Articles of Association, the Board of Directors must be composed of at least five members. As of September 30, 2025, the Board of Directors consisted of eight members.

The identity, duty and term of office of each Board member are indicated below.

		Serves
Name / SURNAME	Duty	Since (1)	Committee Duties
Mehmet Tevfik NANE	Chairperson of the Board	2022	Member, Technology Comm.
Ali İsmail SABANCI	Board Member	2005	-
Mehmet Cem KOZLU	Non-Executive Board Member	2013	Member, Corp. Gov. Comm.
Hatice Zeynep Bodur OKYAY	Non-Executive Board Member	2016	Member, Risk Comm.
Agah UĞUR	Independent Board Member	2019	Chair, Audit Comm.
			Member, Risk Comm.
David Alexander Florenz	Independent Board Member	2022	Chair, Risk Comm.
VISMANS			Member, Technology Comm.
Ayşegül İLDENİZ	Independent Board Member	2022	Chair, Corp. Gov. Comm.

			Member,	Audit	Comm.,
			Technology Comm.
Stephen Mark GRIFFITHS	Non-Executive Board Member	2016	Member, Corp. Gov. Comm.

⁽¹⁾ Board appointments are made annually at the discretion of our shareholders and our current Board members were appointed for a term of one year at the Annual General Assembly Meeting dated March 28, 2025.

b)- Senior Management: Our senior management comprises the General Manager (CEO) and department heads directly reporting to the CEO. Information on Pegasus senior management and their duties as of September 30, 2025, is provided in the following chart.

Name / SURNAME	Duty	Serves Since(1)	Serves in Position Since (2)
Güliz ÖZTÜRK	Chief Executive Officer	2005	2022
M. Barbaros KUBATOĞLU	Chief Financial Officer	2007	2018
Onur DEDEKÖYLÜ	Chief Commercial Officer	2010	2022
Ergün DEMİRCİ	Chief Operations Officer	2013	2022
Gençer KARATEPE	Chief Flight Operations Officer	2018	2020
Dilara OĞUR	Chief Human Resources Officer	2015	2015
Barış FINDIK	Chief Information Technologies Officer	2017	2017
Murat TÜNAY	Chief Safety & Security Officer	2011	2020
Yavuz Selim ÖZMEN	Chief Flight Academy Officer	2016	2020
Ali UZUN	General Counsel and Sustainability Senior Director	2013	2022
Sinan Onur ÖZTUNA	Compliance Monitoring Group Manager	2016	2020
Ayşe Naz ÇAĞIL	Group Head of – Internal Audit & Integrated	2023	2023
	Management Systems and Business Excellence

⁽¹⁾ Indicates service in Pegasus Airlines Group Companies.

Our management organization chart is shown below:

c)- Number of Employees: The total number of our full-time employees, including the employees of our consolidated subsidiary defined in Section 1/H of this Report, as of September 30, 2025, was 9.223. This number includes the members of our senior management listed above. There are no employees under a collective bargaining agreement.

G- INFORMATION ON INVESTMENTS MADE BY PEGASUS AIRLINES IN THE RELEVANT ACCOUNTING PERIOD

Information relating to our fleet as of September 30, 2025, is shown below:

⁽²⁾ Indicates service in the stated duty.

AIRCRAFT TYPE	RANGE (KM)	NUMBER OF AIRCRAFT		SEAT CAPACITY			AVERAGE FLEET AGE
		30.09.2025	30.09.2024	Growth (%)	30.09.2025	30.09.2024	Growth (%)	30.09.2025
B737-800	4.163	9	9	0%	1.701	1.701	0%	11,24
A320CEO	4.074	6	6	0%	1.092	1.092	0%	10,02
A320NEO	4.740	46	46	0%	8.556	8.556	0%	6,71
A321NEO	4.237	66	51	29%	15.774	12.189	29%	2,27
TOTAL		127	112	13%	27.123	23.538	15%	4,88

In July 2012, we placed an order with Airbus for 57 firm order A320neo and 18 firm order A321 neo aircraft, totaling 75, and an additional 25 optional aircraft, thereby constituting a purchase order for 100 new aircraft. This was the largest single aircraft order in Turkish civil aviation history at the time. In December 2017, we exercised our option for 25 additional aircraft and converted these option aircraft to firm orders in A321neo configuration. In October 2021, we placed an order with Airbus for 6 additional A321neo aircraft, in June 2022, we placed an order with Airbus for 8 additional A321neo aircraft and in July 2023, we placed and order with Airbus for 36 additional A321neo aircraft. The 2012 Airbus Order, as amended, comprised a total of 42 A320neo and 108 A321neo aircraft. Pegasus is the first customer of CFM-Leap series engine used on A320neo aircraft. In line with our fleet management strategy and in addition to the existing firm aircraft orders, in December 2024 we placed an order with Boeing covering up to 200 B737-10 aircraft to satisfy our aircraft requirements envisaged for 2028 and beyond. As part of this agreement, we placed a firm order for 100 B737-10 aircraft with expected deliveries starting from 2028, and secured options for up to 100 additional B737-10 aircraft, convertible to firm orders in the upcoming years. 9 A321NEO joined Pegasus fleet as of January 1, 2025, until September 30, 2025.

The delivery schedule for the A320neo/A321neo and B737-10 aircraft under our Airbus and Boeing order is as follows:

Aircraft Type	2024	2025	2026	2027	2028	2029	2030-2034
A320neo	0	0	0	0	0	0	0
A321neo	16	9	8	13	11	11	0
B737-10	0	0	0	0	9	12	79

H- INFORMATION ON DIRECT AND INDIRECT INVESTMENTS BY PEGASUS AIRLINES IN OTHER VENTURES

The table below lists information relating to our direct subsidiaries and joint ventures as of September 30, 2025. As of September 30, 2025, we did not have any indirect subsidiaries or joint ventures. We were not subject to any cross-shareholding for the same period.

Affiliate	Nationality / Area of Activity	Issued Share Capital	Nominal Shareholding	Share %	Affiliation with Pegasus
Hitit CS	Türkiye / Information Technologies Solutions	₺300,000,000	₺ 108.597.285	36.20%	Joint Venture
PAT	Türkiye / Simulated flight training	₺100,000	₺100,000	100.00%	Subsidiary
PIN Lab	U.S.A. / Collaboration for and Development of Applicable	\$200,000	\$200,000	100.00%	Subsidiary

	Aviation Technology and Software Solutions
Pegasus Airlines Ventures LP	U.S.A / Carrying out investments for innovative technologies, Artificial Intelligence products and software applicable in the air transport industry.	\$ 1,000,000	\$ 1,000,000	100.00%	Subsidiary

2-FINANCIAL STATUS

A- PEGASUS SHARE

Pegasus shares started trading on Borsa Istanbul on April 26, 2013, at the initial public offer price of ₺18.40. As of September 30, 2025, the indices including Pegasus Airlines shares and information on Pegasus Airlines shares are as follows:

Issuer : PEGASUS HAVA TAŞIMACILIĞI A.Ş.

Trade Platforms : BORSA ISTANBUL (BIST)

Market Segment : STAR MARKET

Indices : BIST CORPORATE GOVERNANCE / BIST STARS / BIST ALL SHARES

/ BIST SUSTAINABILITY / BIST SUSTAINABILITY 25 / BIST TRANSPORTATION / BIST SERVICES / BIST 100 / BIST 50 / BIST

ISTANBUL / BIST 30 / BIST LIQUID 10 EX BANKS / BIST 500

BIST Ticker : PGSUS Bloomberg Ticker : PGSUS.TI Reuters Ticker : PGSUS.IS

Pegasus shares closed the nine-month period ending September 30, 2025 at a price of 216,50 ₺/share with year-to-date increase of 2%.

B- SALES AND PROFITABILITY IN THE REPORTING PERIOD, REVENUE GENERATION, DEBT/EQUITY RATIO AND OTHER ASPECTS THAT PROVIDE INFORMATION ON THE COMPANY'S OPERATIONAL RESULTS COMPARED AGAINST PREVIOUS YEARS

Operational and financial results of Pegasus for the period between January 1 – September 30, 2025 compared against the same period in 2024 and the year-over-year changes for the relevant line items are set out in the following charts:

Overall Traffic Results	Jan. – Sept. 2025	Jan. – Sept. 2024	Y-O-Y Change %
Number of passengers (million)	31,94	27,97	14,2
Cycles	173.561	153.693	12,9
Number of seats (million)	36,56	31,79	15,0
Load factor (%)	87,4	88,0	-0,6
ASK (1) (million)	58.145	50.042	16,2
Passengers per cycle	184	182	1,1
(2) Avg. daily aircraft utilization (hours)	13,2	13,2	0,1
Domestic
Number of passengers (million)	11,46	10,47	9,5
Cycle	58.339	55.247	5,6
Number of seats (million)	12,49	11,39	9,7
Load factor (%)	91,7	91,9	-0,2
ASK (1) (million)	9.486	8.461	12,1
Passengers per cycle	196	189	3,7

International
Number of passengers (million)	20,13	17,09	17,8
Cycle	113.252	96.130	17,8
Number of seats (million)	23,70	19,98	18,7
Load factor (%)	84,9	85,5	-0,6
ASK (1) (million)	47.994	40.877	17,4

Passengers per cycle 178 178 0,0

Charter
Number of passengers (million)	0,36	0,42	-15,2
Cycle	1.970	2.316	-14,9
Number of seats (million)	0,36	0,42	-15,6
ASK (1) (million)	664	704	-5,7

⁽¹⁾ Refers to available seat kilometers and is equal to the number of seats available for passengers during a specified period multiplied by the number of kilometers that those seats are flown.

⁽²⁾ Refers to the hours from an aircraft's take-off to landing (including taxi time).

Summary Balance Sheet ('000 TL)	30.09.2025	31.12.2024	Change (%)
Current assets	84.372.036	69.511.513	21%
Non-current assets	303.910.944	213.808.264	42%
Total assets	388.282.980	283.319.777	37%
Current liabilities	74.812.771	54.463.616	37%
Non-current liabilities	200.772.533	153.937.068	30%
Shareholders' equity	112.697.676	74.919.093	50%
Summary P&L ('000 TL)	30.09.2025	30.09.2024	Change (%)
Sales	114.405.095	84.046.388	36%
Gross (loss) / profit	22.617.707	20.272.509	12%
(Loss) /profit from operations	10.872.783	15.905.652	-32%
Operating (loss) / profit before financial income/(expense)	13.544.372	17.171.842	-21%
(Loss) / profit before tax	15.822.721	11.748.161	35%
(Loss) / profit for the period	13.326.668	11.320.281	18%
(Loss) / profit per share	26,65	22,64	18%
Changes in Financial Position ('000 TL)	30.09.2025	31.12.2024	Change (%)
Cash and cash equivalents	50.433.677	46.258.554	9%
Financial Investments	24.906.463	15.719.296	58%
Financial liabilities	219.324.572	166.307.502	32%
Net debt position (1)	143.984.432	104.329.652	38%

⁽¹⁾ Net debt position = Financial liabilities - Cash and cash equivalents – Financial Investments

C- FINANCING SOURCES AND CAPITAL MARKETS INSTRUMENTS ISSUED BY PEGASUS

We finance approximately 85% of the purchase price for the Boeing and Airbus aircraft acquired by way of financial lease through loans obtained from various banks. As of September 30, 2025, the outstanding balance of the total loans borrowed for the financing of 97 aircraft acquired by way of financial lease with purchase option is ₺169.326.731.445.

Furthermore, as of September 30, 2025, together with our subsidiary, we had drawn ₺17.863.150.988 on cash loans and ₺2.457.646.658 on non-cash loans under credit lines with various Turkish and foreign banks. These credit lines are open credit facilities that can be generally used for terms ranging from 12 to 24 months.

We issued debts in capital markets as a separate source of financing. Within the issuance limit of US\$750,000,000, approved by the Capital Markets Board by its decision dated August 1, 2024 and numbered 41/1181, with a nominal value of US\$500,000,000 on September 11, 2024. The bonds carrying the ISIN XS2897383043 and US705567AB14 were issued for a term of 2,556 days ad variable rate interest coupon payment in six-month arrears and will mature on September 11, 2031 ("2031 Eurobonds").

3- RISKS AND THE EVALUATION OF THE MANAGEMENT BODY

A- INFORMATION ON THE RISK MANAGEMENT POLICY ADOPTED BY PEGASUS AIRLINES WITH RESPECT TO FORSEEABLE RISKS

Our Board of Directors is responsible for protecting the long-term benefits of our Company through a rational and prudent risk management approach by performing optimum balance between risk, growth and returns.

The Committee on the Early Detection of Risks(Risk Committee) assiststhe Board with respect to the determination in advance, management and mitigation of the risks that may endanger the existence, development, and the future of Pegasus Airlines.

When performing its risk detection and management duties, the Committee cooperates with other Board Committees and the Company management. In this respect, the Committee works in cooperation with the Audit Committee with respect to risks inherent to financial reporting and internal control mechanisms, with the Corporate Governance Committee with respect to human resources related risks involving the Board and the senior management.

The main risks to which the Company is exposed, the relevant departments responsible for the scrutiny and management of these risks and the measurement tools and tolerance limits applicable to these risks are determined by the Risk Committee. Risk areas thus defined are regularly reviewed, re-evaluated and the mitigating actions implemented by Company management in response to these risks are periodically submitted for the review and evaluation of the Committee. The risk evaluation analysis reviewed by the Committee and recommendations by the Committee are communicated to the Board once every two months.

4- OTHER MATTERS

A- MATERIAL EVENTS TAKING PLACE AFTER PERIOD END THAT MAY AFFECT THE RIGHTS AND BENEFITS OF THE SHAREHOLDERS, CREDITORS AND OTHER RELATED PERSONS AND ENTITIES

The second coupon payment for the bonds with XS2897383043 ISIN code, issued by our Company on September 11, 2024, with the USD 453.466.000 value, 6 year tenure, and subject to semi–annual floating rate coupon payments, was made on September 11, 2025.

The second coupon payment for the bonds with US705567AB14 ISIN code, issued by our Company on September 11, 2024, with the USD 46.543.000 value, 6 year tenure, and subject to semi–annual floating rate coupon payments, was made on September 11, 2025.

Our Company and the Eurobonds that issued in connection with the material disclosure dated 11.09.2024 were rated by international rating agency Moody's Ratings ("Moody's"). Moody's assigns first time Ba3 corporate family rating to the Company with stable outlook. As for the bonds issued by the Company in 2024, Moody's assigned a Ba3 instrument rating to the \$500 million senior unsecured notes issued in 2024.

B- OTHER MATTERS AND ADDITIONAL INFORMATION THAT ARE NOT INCLUDED IN THE FINANCIAL STATEMENTS THAT MAY STILL BE HELPFUL FOR INTERESTED PARTIES

The following annexes have been incorporated into this Report by reference:

• Annex-1: Pegasus Corporate Governance Compliance Statement (URF)
• Annex-2: Pegasus Corporate Governance Information Document (KYBF)

The above annexes are accessible through the following link:

https://www.kap.org.tr/en/sirket-bilgileri/ozet/1710-pegasus-hava-tasimaciligi-a-s