AGM Information • Mar 3, 2025
AGM Information
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The Ordinary General Shareholders' Meeting of our Company will be held to discuss and settle the following agenda at the headquarter of the Company addressed Vadistanbul Bulvar, Ayazaga Mahallesi Azerbaycan Cad. 2C Blok No:3L/6 Sarıyer/Istanbul on March 26, 2025, Wednesday at 10:00 a.m.
The Information Note on the Reports of the Board of Directors, Financial Statements and Independent Audit Report, the proposal regarding the Dividend Distribution and the Annual Report, as well as the Corporate Governance Principles Compliance Report in its Appendix and the items on the agenda of the fiscal year 2024 will be available for the review of the distinguished Shareholders on the Company headquarters and https://ir.tav.aero/en-EN/ , a URL from the Company's website, and on the Electronical General Assembly System of the Central Registry Agency at least three weeks prior to the meeting pursuant to the legal period.
In accordance with the Article 415, Clause 4 of the New Turkish Commercial Code no. 6102 and the Article 30, Clause 1 of the Capital Markets Law no. 6362, the blockage of the share certificates will not be required as a condition for the right to attend and vote in the General Assembly. Within this respect, if our shareholders demand to attend in the General Shareholders' Meeting, there is no need for them to block their shares. However, the shareholders, who prefer to conceal the information regarding their IDs and shares in their accounts and therefore whose information is not available to our company, must consult their custodians and remove the "restriction", which keeps the information regarding their IDs and shares undisclosed to our company, until 15.00 pm on March 25, 2025 at the latest, upon their request to attend in the meeting.
The shareholders, who will vote via the Electronic General Meeting System, can obtain more information from Central Registry Agency, our company's website https://ir.tav.aero/en-EN/ or Company Headquarters (Tel: +90 212 463 3000/10545-10546) in order to fulfill their liabilities pursuant to the relevant Regulation and Notification.
Shareholders who will be represented by proxy in the meeting must issue their powers of attorney complying with the enclosed sample and must present their powers of attorney having their signatures as certified by the notary public or their powers of attorney together with the signature circulars as certified by the notary public in accordance with the provisions of the Declaration of Principles with Regard To Proxy Voting and Collection of Power of Attorney or Shares by Way of Call in the General Shareholders' Meetings of Public Corporations Serial No. IV No. 8 of the Capital Markets Board published in the Official Gazette No. 28861 on 24.12.2013.
The agenda items shall be voted explicitly and by raising hands in the General Shareholders' Meeting in addition to electronic voting.
The information regarding the Ordinary General Shareholders' Meeting is available on our company's website at https://ir.tav.aero/en-EN/ Our shareholders can receive required information from TAV Investor Relations about the procedures regarding the General Shareholders' Meeting. All stakeholders, beneficiaries and press members are welcome as well in the General Shareholders' Meeting.
Of the additional disclosures which must be done pursuant to the "Communiqué on the Principles to be complied with for Joint Stock Companies being subject to the Capital Markets Law", Serial IV, No. 41, and the "Communiqué Concerning the Establishment and Implementation of the Corporate Governance Principles", (II-17.1)" of the Capital Markets Board, the ones which are related with the issues in the agenda are made in the item of agenda below and the general disclosures are made in this section for your information.
| Shareholder | Amount of | Share in |
|---|---|---|
| Shares | Capital (%) | |
| Groupe ADP ** | 167.542.321 | 46,12% |
| Tepe İnşaat Sanayi A.S. | 14.751.237 | 4,06% |
| Other Free Float | 180.987.693 | 49,82% |
| TOTAL | 363.281.250 | 100,00% |
* as of February, 2025
** Through Tank OWA alpha GmbH, a wholly owned subsidiary of Groupe ADP
Each share is entitled to one vote in the Company. There are no priviledged shares of our Company.
No such request has been received for the Annual General Meeting where the activities in 2024 will be discussed.
3. Information Regarding Changes in Management and Operations that would have a Significant Impact on Corporate Activities of our Company and our Subsidiaries:
Management and operational changes which took place in 2024 and are planned to take place in 2025 are announced to the public through material event disclosures, announcements, and Financial Statements Footnotes, which are available on:
Public Disclosure Platform (KAP) http://www.kap.gov.tr/en/companies/traded-companies/allcompanies/detail.aspx?sId=1452 and Company website https://ir.tav.aero/en-EN/.
1. Opening and forming of the Presidential Board and to authorize the Presidential Board to sign the meeting minutes and its annexes
Pursuant to the provisions of Turkish Commercial Code (TCC) no. 6102 and the "Regulation on the Procedures and Principles of the General Assembly Meetings of the Stock Companies and the Representatives from the Ministry of Customs and Trade to take part in these meetings", the Presiding Board, which will chair the General Meeting, will be formed.
Pursuant to the regulations of TCC, Capital Markets Board (CMB) no.6362 and the Regulation of the Ministry of Customs and Trade, Board of Directors Annual Report for financial year 01.01.2024 – 31.12.2024 which is available at the Headquarters of our Company, the Public Disclosure Platform (KAP), on the Electronic General Assembly portal of the Central Registry Agency and on the corporate website of the Company at https://ir.tav.aero/en-EN/ for examination of our shareholders at least three weeks before the General Assembly meeting and it shall be presented for evaluation and approval of our shareholders.
Pursuant to the regulations of TCC, Capital Markets Board (CMB) no.6362 and the Regulation of the Ministry of Customs and Trade, Independent Auditors' Report Summary for the financial year 01.01.2024 – 31.12.2024 will be read in the General Assembly Meeting. The Independent Auditors' Report is available on the website: https://ir.tav.aero/en-EN/.
4. Review, discussion, and approval of the year-end Financial Statements for the fiscal year 2024
Pursuant to the regulations of the TCC, CMB and the regulations of the Ministry of Customs and Trade, the consolidated Financial Statements as of 31.12.2024 for the financial year ended 01.01.2024 - 31.12.2024, will be read, deliberated, and submitted for the approval of the assembly. The reports have been made available for the review of our Shareholders at the Company Headquarters and at the https://ir.tav.aero/en-EN/ website.
5. Releasing severally the Members of the Board from their activities for the year 2024
Pursuant to the regulations of the TCC and the regulations of the Ministry of Customs and Trade the release of the members of the Board of Directors for their activities, procedures and accounts for the year 2024 will be submitted for the approval of the General Assembly.
6. Approval, approval with amendment, or rejection of the Board of Directors' proposal to the General Assembly that there will not be a dividend distribution for the year 2024 in accordance with the Dividend Policy of our Company
Our Company has been executing an extensive investment program since 2021.
As part of this program, we have acquired Almaty Airport for \$422 million in 2021 and we have built a new international terminal which we opened in June 2024. The total investment that we have made in Almaty Airport including other developments has reached €257 million by the end of 2024
We have already invested €1.813 million in upfront rent in Antalya Airport for the concession until 2052 and we are investing another €850 million with our partner Fraport. We plan to complete our investments in Antalya in April 2025.
In addition, we paid an upfront rent of €119 million and we are investing another €210 million for our new concession in Ankara Esenboga Airport that will last until 2050. We plan to complete these investments in the second quarter of 2025.
We are also making other investments in our airports and services and we are preparing for other new potential projects.
Our consolidated capital expenditures, not including Antalya, for 2024 were €256 million. In 2025, we expect capital expenditures of €140 – €160 million excluding Almaty. In 2025, we also plan to undertake a part of the Almaty Investment Plan which is budgeted between €150 – €300 million.
We have financed this investment program through internally generated cash and financial debt. Our net debt which was €1,01 billion by the end of 2020, reached €1,72 billion by the end of 2024 due to the financing needs required by our investment program.
Considering the large amount of cash required for the extensive investment program described above and also considering the fact that the cost of financing this cash is still significantly high, our Board of Directors has unanimously resolved that in accordance with the Dividend Policy of our Company, a dividend distribution proposal will not be made to the approval of the General Assembly to convene for the fiscal year of 2024.
Profit Distribution Table is included in Appendix-1.
Pursuant to the Mandatory Corporate Governance Principle of no. 4.6.2 of the Capital Markets Board, the remuneration details of the members of the Board of Directors and senior executives were put in writing and submitted to the information of the shareholders as a separate item on the agenda in the General Shareholders' Meeting, giving the shareholders the opportunity to voice their opinions. As indicated in footnote No.8 of our financial report, attached, to the 2024 Annual Report, TAV Airports Holding, paid its Board of Directors' members and senior management a total of TRY 676 million. The Remuneration Policy, which is arranged with this aim, can be found in Appendix-2.
Jean-Michel Vernhes and Renaud Duplay were appointed as a Board Member to replace M. Sani Şener and Edward Arkwright and their memberships will be presented to the General Assembly for approval.
The Resumés of Jean Michel Vernhes and Renaud Duplay are provided in Appendix 3.
In accordance with the remuneration principle for TAV Holding Board Members; (i) Independent Board Members (ii) Board Members who are not paid by TAV Holding or the shareholders of TAV Holding or any parent company of the shareholders or subsidiaries of the shareholders are remunerated. The payment of the wages to be made to Board Members shall be in Turkish Liras in accordance with the Decree No. 32 on Protection of the Value of Turkish Currency ("Decree") and other relevant decrees on the amendments to this Decree ("Amending Decrees") (hereinafter collectively referred as "Legislation"), the payment can be only made in foreign currency in limited cases which shall be considered as exceptions pursuant to Legislation.
Accordingly, an annual payment of net USD 60.000 of wages and attendance fees to each foreign nationality Member and an annual payment to each Turkish citizen Member of net TRY 2.400.000 of wages and attendance fees per year will be submitted to the approval of the General Assembly.
In its meeting dated February 17, 2025, taking into consideration the opinion of the Audit Committee, the Board of Directors of our Company resolved to nominate DRT Bagimsiz Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi to audit our Company's financial statements for the year 2025 accounting period and to fulfill all other obligations required for the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations and to present the selection for the approval of the General Assembly of Shareholders.
11. Giving information to the General Assembly on the donations and aids which were provided by the Company in 2024 and determining the upper limit of donation to be made in the year 2025
Pursuant to Article 6 of the CMB's Communiqué on Dividends No. II-19.1, the limit of donations to be made must be determined by the General Assembly, in cases not specified in the Articles of Association, and information concerning the donations and payments made must be provided to shareholders at the General Assembly. Our company made around TRY 500 thousand of donations in 2024. The upper limit for donations in 2025 will be submitted as TRY 5 million at the General Assembly. Donations and Sponsorship policy of our company can be found in appendix 4.
12. Giving information to the General Assembly regarding the transactions of the "Related Parties" as per third section of Corporate Governance Communique (II-17.1) of the Capital Markets Board
Total amount of transactions between our company and ATU whose 50% shares are owned by our Company is below 10% of 2024 consolidated revenues in 2024. Detailed information about these transactions is provided in our consolidated financials footnotes (Note 8).
13. Giving information to the General Assembly regarding pledges, collaterals, and mortgages to the shareholders as per fourth section of Corporate Governance Communique (II-17.1) of the Capital Markets Board
The Financial Statements for the fiscal year which ended on December 31, 2024 and the information regarding the Obligations and Undertakings, which are included in the Footnote no. 22 of the Independent Audit Report, will be submitted for the information of the General Assembly.
14. Authorization of the shareholders that have management control, the members of the Board of Directors, the senior executives and their spouses and relatives related by blood or affinity up to the second degree as per the provisions of articles 395 and 396 of the Turkish Commercial Code and presentation to the shareholders of the transactions carried out thereof in the year 2024 pursuant to the Corporate Governance Communique of the Capital Markets Board
Pursuant to the Article 22 of the Articles of Association, the members of the Board of Directors do not have the right to perform the transactions stated under the Articles 395 (Prohibition to Transact with and Incur Indebtedness to the Company) and 396 (Non-Competition) of the Turkish Commercial Code. In accordance with the Mandatory Principle of Corporate Governance no. 1.3.7, the General Assembly should give approval in advance in order that the shareholders, who have the administrative capacity, the members of the Board of Directors, senior executives, the spouses and the first- and second-degree relatives by blood and marriage of these officials can compete and perform transactions which may cause conflicts of interest. Furthermore, details regarding the above-mentioned transactions should also be communicated to the General Assembly.
| 1.Paid-In / Issued Capital | 363.281.250 | ||
|---|---|---|---|
| 2. Total Legal Reserves (According to Legal Records) |
80.886.380 | ||
| Information on privileges in dividend distribution, if any, in the Articles of There is no privilege. Association: |
|||
| ٠ | Based on CMB Regulations |
Based on Legal Records |
|
| 3. Current Period Profit | 8.089.054.000 | 4.963.491.575 | |
| 4. Taxes Payable (-) | $-1.531.067.000$ | 0 | |
| 5. Net Current Period Profit | 6.557.987.000 | 4.963.491.575 | |
| 6. Losses in Previous Years (-) | 0 | 0 | |
| 7. Primary Legal Reserve (-) | 0 | 0 | |
| 8. Net Distributable Current Period Profit | 6.557.987.000 | 4.963.491.575 | |
| Dividend Advance Distributed (-) | 0 | 0 | |
| Dividend Advance Less Net Distributable Current Period Profit | 6.557.987.000 | 0 | |
| 9. Donations Made During The Year (+) | 499.792 | 0 | |
| 10. Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated |
6.558.486.792 | 0 | |
| 11. First Dividend to Shareholders | 0 | 0 | |
| * Cash | 0 | 0 | |
| * Stock | 0 | 0 | |
| 12. Dividend Distributed to Owners of Privileged Shares | 0 | 0 | |
| 13. Other Dividend Distributed | 0 | 0 | |
| * To the Employees | 0 | 0 | |
| * To the Members of the Board of Directors | 0 | 0 | |
| * To Non-Shareholders | 0 | 0 | |
| 14. Dividend to Owners of Redeemed Shares | 0 | 0 | |
| 15. Second Dividend to Shareholders | 0 | 0 | |
| 16. Secondary Legal Reserves | 0 | 0 | |
| 17. Statutory Reserves | 0 | 0 | |
| 18. Special Reserves | 0 | 0 | |
| 19. Extraordinary Reserves | 6.557.987.000 | 4.963.491.575 | |
| 20. Other Distributable Resources | 0 | 0 |
The purpose of this Remuneration Policy is to outline the principles of a fair and consistent program of financial compensation to be implemented at TAV Havalimanları Holding A.S. and its Affiliated Companies which is well-balanced according to the responsibilities undertaken and giving competitive advantage in the marketplace.
Remuneration Management applies to all personnel employed by TAV Havalimanları Holding A.Ş. ("TAV Holding") and its affiliated companies located in Turkey which are being consolidated in its financial statements ("Affiliated Companies").
The Corporate Governance Committee shall perform the duties of the Remuneration Committee in accordance with Corporate Governance Communique of the Capital Market Board. In this regard, it is appointed to follow up on, audit and assess the remuneration practices in the name of the Board of Directors and to submit recommendations.
a) Determines the recommendations regarding remuneration principles for Board members and senior managers with regard to the long-term objectives of the company,
b) Determines the criteria to be used in Remuneration in connection with the company's and member's performances,
c) Submits its suggestions on the wages to be paid to board members and senior managers with regard to the degree to which the criteria have been achieved.
In accordance with the remuneration principle for TAV Holding board members; (i) Independent Board members (ii) Board members who are not been paid by TAV Holding or the shareholders of TAV Holding or any of the parent company of the shareholders or subsidiaries of the shareholders are remunerated. The payment of the wages to be made to board members shall be in Turkish Liras in accordance with the Decree No. 32 on Protection of the Value of Turkish Currency ("Decree") and other relevant decrees on the amendments to this Decree ("Amending Decrees") (hereinafter collectively referred as "Legislation"), the payment can be only made in foreign currency in limited cases which shall be considered as exceptions pursuant to Legislation. For the remuneration of Board Members, payment plans based on stock options or the company's performance may not be used. The wages for Independent Board Members shall be at a level reasonable for them to sustain their independence.
The general strategy related to the remuneration management is to make remuneration levels competitive with the market by taking into account the level according to which the company wishes to be recognized in the market as well as its solvency.
In order to maintain a fair remuneration package throughout the corporation and a balance between responsibilities and pay, the aim is to provide consistent remuneration management by setting the remuneration for positions with similar responsibilities (same job evaluations) at standard ranges within the grading structure determined for the level of those jobs.
Remuneration packages are managed on the basis of evaluations of the contributions of jobs to the Corporation, independently of their titles.
In order to provide balanced remuneration for each position in line with the value they add to the organization, evaluations are carried out comparing the positions within the corporation and those similar in the market. As a result of evaluations, positions are set within the grading structure of the company. Remuneration packages for employees also take into account criteria such as experience, seniority, performance and productivity.
The company participates in various remuneration studies every year in order to maintain a competitive financial position and monitor developments in the markets. The market data obtained is analyzed and remuneration scales are set within the grading structure of the company in line with job evaluations by taking into account the balance in-house. In this context, the consultancy firm, which is based on remuneration data and researches, operates as the largest remuneration research company in the sector.
Remuneration and salary increases are private and confidential. Accordingly sharing information regarding remuneration package within and/or outside the company strictly prohibited. Employees who are in breach of this rule shall be subject to disciplinary action in accordance with the Discipline Regulation of the company.
Unless otherwise decided, salary increase is applicable from January on an annual basis unless a contrary resolution is not taken by CEO. Determination of annual salary increase is comprised of two stages: the average corporate salary increase rate is determined first, followed by individual salary increase rates.
Determination of Average Corporate Increase Rate
The average increase rate, applicable throughout the Corporation for the concerned year, is determined by the Chief Executive Officer an approved by the Board in consideration with the information submitted by the TAV Holding HR in relation to the following criteria:
The inflation rate followed by TAV Holding Budget Department starting from January up to the time of salary increase estimations considering the projected inflation rate for the months due until the end of the year and submitted to TAV Holding HR.
Market position obtained as a result of a comparison between market remuneration research results, present salaries and applicable remuneration scale values within TAV Holding and Affiliated Companies (remuneration policy). The Remuneration Policy is evaluated according to the requirements of the position and competitiveness in the market and is managed by a median and above policy.
Results of market remuneration increase research and average salary increase rate for the forthcoming year planned by the companies which participated in the research.
Estimation of the total staff costs of the previous year.
Determination of the Individual Increase Rate:
In addition to the average increase rate targeted for the Corporation overall, individual increase rates may be adjusted in line with the following criteria:
The annual salary increase process starts in parallel with budgeting works.
The process continues with the submission of the performance forms after completing performance evaluations to TAV Holding HR by the department heads.
The Chief Executive Officer determines the general increase rate to be applicable throughout the Corporation; taking into consideration the data presented by TAV Holding HR and upon getting the approval of the Board.
Top executive (n-1 positions) salary increase and bonus rates are determined by the CEO with TAV Holding HR proposal considering the salary increase matrix.
HR presents the consolidated reports displaying the total cost for the approval of the Chief Executive Officer.
In principle, incentive (bonus) procedures are carried out annually in line with the general salary increases. Bonus payments are generally made in the month of January of the subsequent year. However, they may also be made at a date considered suitable by the Chief Executive Officer.
A bonus budget is set by CEO for each Company based on their annual performances. Individual incentives (salary multiples) are determined according to grade and performance, taking into account the set budget.
Relevant CXO/General Manager/Director may make revisions to bonuses favoring individual performances, provided that it is kept within the companies' total bonus budget.
A consolidated bonus list is then submitted for the approval of the Chief Executive Officer following the necessary checks carried out by TAV Holding HR on the individual lists.
The Chief Executive Officer may make changes in the bonuses if he deems necessary, or ask for additional information from the relevant General Manager/Director.
Following the approval of the Chief Executive Officer, bonus lists are forwarded to the Personnel Department or relevant HR unit as signed and in writing.
The Affiliated Companies may set monthly and annual goals to the staff in charge of product and service sales or make contributions in addition to the year-end incentives, give monthly, periodical or annual sales bonus by following the achievement of the targets. The processes related to sales incentives are managed by the procedures of the concerned companies. The companies shall notify TAV Holding HR the lists of all sales Premium payments. The premium lists are submitted to the approval of CEO by TAV Holding HR.
TAV Group has integrated environmental, social, and governance (ESG) targets into its Performance Bonus Scheme. These targets, which are provided annually to companies, contribute to the financial compensation of employees by directly affecting the measurement results of targets and performance scores.
Furthermore, TAV Group has aligned its remuneration policy with sustainability objectives and ethical practices. Within this framework, the performance bonus system, which is the most significant form of financial compensation after wages among total cash applications, includes ESG-focused elements and ensures that financial incentives are aligned with responsible behaviour.
ESG principles are integrated into the company's policy framework, aiming to contribute to the continuity of corporate responsibility and sustainable practices. This commitment includes not only the company's operations but also the financial reward for employees' contributions to achieving sustainability goals.
The purpose of the Fringe Benefits Management is to specify the entitlement of employees to additional benefits due to their positions and determines conditions and principles of fringe benefits. Fringe benefits groups are categorized in 5 groups with consideration of the types/limits and job categories/evaluations of the positions and the details of the fringe benefits are detailed in the "Fringe Benefits Regulation".
TAV Holding CHRO is responsible for managing and reviewing the remuneration structure of TAV Holding and Affiliated Companies each year by participating remuneration researches and submitting all changes to CEO in accordance with the remuneration management policy.
Jean-Michel Vernhes graduated from the French Academy of Civil Aviation (ENAC) in 1974 with a Civil Aviation Enterprise and Research Engineering (IEEAC) degree and with a Civil Aviation Engineering degree in 1982. Jean-Michel Vernhes was appointed Aviation Concession Directorate at Toulouse-Blagnac Airport in January 1999. Prior to this, he had a long career at General Directorate of Civil Aviation. He served as assistant Navigation Director, Paris Human Resources Officer starting from 1993 until 1998. He was appointed General Manager of the Chamber of Commerce and Industry in Toulouse in June 2002. At the same time, he continued to work as Chairman of the Board of Directors of the Toulouse Blagnac Airport Company, which was established on 23 March 2007. In September 2009, Jean-Michel Vernhes left his position in the Chamber of Commerce and Industry of Toulouse, to serve as Chairman of the Board of Directors at the Toulouse-Blagnac Airport. Jean-Michel Vernhes carried out the French Airports Association Presidency (ALFA-ACI) from October 2008 until October 2011, in parallel with his role as Chairman of the Board of Directors of the Toulouse Blagnac Airport Company. He was elected President of the Union des Aeroports Francais starting from May 2011 to May 2017. He was elected member of the board of ACI-Europe in June 2017. He retired from Toulouse Blagnac airport company in September 2018.
He is President of the Supervisory Board of Strasbourg Airport and member of the Supervisory Board of Fort de France Airport.
He is President of the Supervisory Board of Strasbourg Airport and member of the Supervisory Board of Fort de France Airport.
Born in 1981, Renaud Duplay is a graduate from the Ecole Normale Supérieure and Telecom ParisTech. Before joining Groupe ADP, he held a number of positions in the Ministry of the Economy and Finance and at the International Monetary Fund. Between 2018 and 2020, he was Chief of Staff of Minister Sébastien Lecornu at the Ministry responsible for local authorities.
Since July 2022, he is group's project leader for hosting the Paris 2024 Olympic and Paralympic Games in Paris airports, a position he will retain. Renaud Duplay, joined Groupe ADP in 2020, first as Director for Transformation of the group's Engineering Division, then as Deputy Director of Paris-Charles de Gaulle Airport.
TAV Airports Holding A.Ş. can make donations and provide aid with a sense of corporate social responsibility considering respect for humanity, environment, laws, ethics, international compliance regulations while remaining within its corporate values and complying with the regulations of the Capital Markets Board.
TAV Airports Holding A.Ş. prepares its "Donation and Aid Policy" and submits it to the information of the General Assembly. The shareholders are informed about the amounts and beneficiaries of all the donation and aid made throughout the year, in line with the policy approved by the General Assembly, and are also informed about changes in the policy as a separate item on the agenda in the General Shareholders' Meeting.
The company can give donations and provide aid to foundations and associations that work on social responsibility projects, to non-governmental organizations, to social solidarity institutions and organizations, sports clubs and educational institutions following the evaluation of all ethics and compliance policies and procedures that are completed by TAV Airports Holding Compliance Department. In case the total amount of donation made to the same third party, for one time or within the same calendar year, exceeds 15,000 (fifteen thousand) TL, all subsequent donation and aid to the same party can only be made with the signature of the Chief Executive Officer.
I hereby appoint ………………………………………………….………………………………… as attorney introduced in detail below in order to represent me, to vote, to make proposals and to sign the required documents at the 2024 Ordinary General Assembly of TAV Havalimanları Holding A.S. to be held on March 26, 2025, Wednesday, at 10:00 a.m. at TAV Headquarters at Vadistanbul Bulvar, Ayazaga Mahallesi Azerbaycan Cad. 2C Blok No:3L/6 Sarıyer/Istanbul.
The Attorney's (*):
Name Surname/ Trade Name:
TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:
(*) Foreign attorneys should submit the equivalent information mentioned above.
The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.
In the event that the shareholder chooses the (c) option, the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.
| Agenda Items (*) | Accept | Reject | Dissenting Opinion |
|---|---|---|---|
| 1. | |||
| 2. | |||
| 3. |
(*) The issues included in the agenda of the General Assembly are itemized one by one. If the minority has another draft resolution, necessary arrangements should be made to enable them vote by proxy.
SPECIAL INSTRUCTIONS: The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.
1. I hereby confirm that the attorney represents the shares specified in detail as follows:
*Such information is not required for the shares which are followed up electronically.
**For the shares which are followed up electronically, information related to the group will be given instead of number.
2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting.
TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:
Address:
(*) Foreign attorneys should submit the equivalent information mentioned above.
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