AGM Information • Jun 4, 2025
AGM Information
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Our Company will hold its Ordinary General Assembly Meeting to discuss and resolve the belowmentioned agenda regarding the 2024 accounts and activities, on Wednesday, May 21 st 2025 at 14:00, at the VIP Meeting Hall of our General Management Building located at Yeşilköy Mahallesi, Havaalanı Cad. No.3/1 Bakırköy/İstanbul.
Our shareholders may attend the General Assembly Meeting either physically or electronically, either in person or by proxy. Attendance via electronic means is possible through secure electronic signatures of shareholders or representatives. Thus, shareholders who will use the Electronic General Assembly System (EGAS) provided by Central Registry Agency-CRA (MKK), should register in e-GEM (Electronic General Meeting) Information Portal as soon as possible and should have a secure electronic signature. Shareholders who do not register in e-GEM Information Portal or hold a secure electronic signature, will not be able to attend the Meeting electronically. In addition, shareholders or representatives who intend to attend the Meeting electronically, have to fulfill the obligations in compliance with the Regulation on Principles and Procedures Applicable for General Assembly Meetings of Joint Stock Companies.
In accordance with the provisions of the Capital Market Board's Corporate Governance Communique (II-17.1), that is published on the Official Gazette dated December 24th, 2013, any shareholder can be represented by anyone who is holding the attached Proxy, which has been fully completed, issued, notarized and signed by the shareholder. It is not necessary for an electronically appointed proxy via the Electronic General Assembly System to submit a proxy document.
Shareholders attending the meeting, or their representatives duly authorized according to the above paragraph, are required to have the following documents available with them on the date of the meeting:
Our Company's 2024 Financial Statements, Board of Directors Activity Report, Independent Audit Reports, and the Board of Directors' Profit Distribution Proposal will be accessible on the Public Disclosure Platform website, the Electronic General Assembly System managed by the Central Registry Agency, and our Investor Relations website athttps://investor.turkishairlines.com/en. These documents will also be available for review by our shareholders at our General Management Building located at Yeşilköy Mahallesi, Havaalanı Cad. No.3/1 Bakırköy/Istanbul. We respectfully request the honor of our shareholders' presence at the meeting on the specified day and time.

With regards,

ATTACHMENT - 1:
Articles of Association Amendment Text
| CURRENT TEXT | REVISED TEXT |
|---|---|
| SHARE | SHARE |
| CAPITAL | CAPITAL |
| AND | AND |
| SHARE | SHARE |
| CERTIFICATES | CERTIFICATES |
| ARTICLE 6 | ARTICLE 6 |
| The Company has adopted the registered | The Company has adopted the registered |
| share | share |
| capital | capital |
| regime | regime |
| pursuant | pursuant |
| to | to |
| the | the |
| provisions of Capital Market Law No: 2499 | provisions of Capital Market Law No: 2499 |
| and is applying this regime according to the | and is applying this regime according to the |
| permission of the Capital Market Board | permission of the Capital Market Board |
| dated 26.10.1990 No: 815. | dated 26.10.1990 No: 815. |
| a. | a. |
| Authorized Share Capital: | Authorized Share Capital: |
| The authorized capital of the Company is 5.000.000.000.- (five billion) Turkish Lira. This authorized capital is divided into 500.000.000.000 (five hundred billion) shares, each with the nominal value of 1 Kurus (one kurus). |
The authorized capital of the Company is 10.000.000.000.- (ten billion) Turkish Lira. This authorized capital is divided into 1.000.000.000.000 (one trillion) shares, each with the nominal value of 1 Kurus (one kurus). |
| b. | b. |
| Issued | Issued |
| Share | Share |
| Capital | Capital |
| and | and |
| Share | Share |
| Certificates: | Certificates: |
| The issued share capital of the Company is 1.380.000.000- (one billion three hundred eighty million) Turkish Lira divided into 138.000.000.000- (one hundred thirtyeight billion) shares each with the nominal value of 1 Kurus (one kurus) and is completely paid. |
The issued share capital of the Company is 1.380.000.000- (one billion three hundred eighty million) Turkish Lira divided into 138.000.000.000- (one hundred thirty-eight billion) shares each with the nominal value of 1 Kurus (one kurus) and is completely paid. |
| The permit provided by the Capital Market | The permit provided by the Capital Market |
| Board for the authorized capital ceiling is | Board for the authorized capital ceiling is |
| valid for the years 2020-2024 | valid for the years 2025-2029 |
| (5 years). | (5 years). |
| In the period ended 2024, even if the | In the period ended 2029, even if the |
| authorized capital ceiling levels are not | authorized capital ceiling levels are not |
| attained, in order for the Board of Directors | attained, in order for the Board of Directors |
| to take capital increase decision for the | to take capital increase decision for the |
| period after 2024, the Board of Directors | period after 2029, the Board of Directors |
| must get authorization for a new period at the | must get authorization for a new period at the |
| General Assembly that will be held after | General Assembly that will be held after |

| permission of Capital Market Board for a previously approved ceiling level or a new level. In case the Company doesn't get such an authorization, the Company will be considered as signed out from the authorized capital system. |
permission of Capital Market Board for a previously approved ceiling level or a new level. |
|---|---|
| From 2020 to 2024, The Board of Directors is authorized to increase the issued capital when necessary by issuing registered share certificates up to the authorized capital ceiling, in compliance with the provisions of Capital Market Law. |
From 2025 to 2029, The Board of Directors is authorized to increase the issued capital when necessary by issuing registered share certificates up to the authorized capital ceiling, in compliance with the provisions of Capital Market Law. |
| The shares that represent the capital are | The shares that represent the capital are |
| being | being |
| tracked | tracked |
| within | within |
| the | the |
| frame | frame |
| of | of |
| dematerialization principles. | dematerialization principles. |
| Shares are separated into two groups and all of them are registered. |
Shares are separated into two groups and all of them are registered. |
| By taking into consideration the rules of | By taking into consideration the rules of |
| Capital Market Board and upon consent of | Capital Market Board and upon consent of |
| the Capital Market Board, the "nature of | the Capital Market Board, the "nature of |
| foreigner" as indicated in paragraph 6(d) | foreigner" as indicated in paragraph 6(d) |
| below and the limitations incidental thereto | below and the limitations incidental thereto |
| and the rights granted to the Company in | and the rights granted to the Company in |
| case | case |
| of | of |
| share | share |
| transfers | transfers |
| exceeding | exceeding |
| the | the |
| foreign | foreign |
| limit | limit |
| not | not |
| complying | complying |
| with | with |
| the | the |
| provisions of the Articles of Association will | provisions of the Articles of Association will |
| be denoted on the share certificates issued | be denoted on the share certificates issued |
| to represent the share capital. | to represent the share capital. |
| Below are the shares of the share groups in | Below are the shares of the share groups in |
| the issued share capital of the Company: | the issued share capital of the Company: |
| Group: A | Group: A |
| Amount of Capital (TL):1.379.999.999,99 | Amount of Capital (TRY):1.379.999.999,99 |
| Type: Registered | Type: Registered |
| Amount of Shares: 137.999.999.999 | Number of Shares: 137.999.999.999 |
| Group: C | Group: C |
| Amount of Capital (TL): 0,01 | Amount of Capital (TRY): 0,01 |
| Type: Registered | Type: Registered |
| Amount of Shares: 1 | Number of Shares: 1 |
| Total Capital (TL): 1.380.000.000,00 | Total Capital (TL): 1.380.000.000,00 |
| Total Amount of Shares: 138.000.000.000 | Total Number of Shares: 138.000.000.000 |

| Group C share is owned by Prime Ministry, the Directorate of Privatization Administration, or in case such duties are transferred by the Prime Ministry the Directorate of Privatization Administration then the transferee institution. Privileges granted to the Group C Share in this Articles of Association, will continue to apply as long as Prime Ministry, the Directorate of Privatization Administration or in case such duties are transferred by the Prime Ministry, the Directorate of Privatization Administration, then the transferee institution holds this Group C share. |
Group C share is owned by the The Republic of Türkiye Ministry of Treasury and Finance Privatization Administration, (hereinafter referred to as the "Directorate of Privatization Administration") or in case such duties are transferred by the Directorate of Privatization Administration then the transferee institution. Privileges granted to the Group C Share in this Articles of Association, will continue to apply as long as the Directorate of Privatization Administration or in case such duties are transferred by the Directorate of Privatization Administration, then the transferee institution holds this Group C share. |
|---|---|
| In the event of cancellation of the privilege | In the event of cancellation of the privilege |
| granted to Group C share in this Articles of | granted to Group C share in this Articles of |
| Association, then Group C share will convert | Association, then Group C share will convert |
| to a Group A share. Upon such conversion | to a Group A share. Upon such conversion |
| of the Group C share to a Group A share, | of the Group C share to a Group A share, |
| then the right "to nominate a Board Member" | then the right "to nominate a Board Member" |
| granted in Article 10 of this Articles of | granted in Article 10 of this Articles of |
| Association to Group C, will pass to the | Association to Group C, will pass to the |
| shareholders holding Group A shares. | shareholders holding Group A shares. |
| c. | c. |
| Preferential Purchase Option: | Preferential Purchase Option: |
| The Board of Directors is entitled to issue premium shares in compliance with the provisions indicated in Article 8. Unless limited with the authorized board of the Company, the shareholders will participate the capital increase in proportion to the shares held by them and will have the preferential option to purchase the shares issued under their group. Group C will not participate in the capital increase with a preferential purchase option. |
The Board of Directors is entitled to issue premium shares in compliance with the provisions indicated in Article 8. Unless limited with the authorized board of the Company, the shareholders will participate the capital increase in proportion to the shares held by them and will have the preferential option to purchase the shares issued under their group. Group C will not participate in the capital increase with a preferential purchase option. |
| d. | d. |
| Shareholders Nature | Shareholders Nature: |
| The | The |
| shares | shares |
| held | held |
| by | by |
| the | the |
| foreigner | foreigner |
| shareholders may not exceed 40 % of the | shareholders may not exceed 40 % of the |
| issued share capital of the Company. In | issued share capital of the Company. In |
| calculating the rates of the shares held by | calculating the rates of the shares held by |
| the | the |
| foreigner | foreigner |
| shareholders, the rate | shareholders, the rate |
| of | of |
| foreign shareholding in the shares held by | foreign shareholding in the shares held by |

| the shareholder holding Group A shares which are not open for public will be taken into consideration as well. |
the shareholder holding Group A shares which are not open for public will be taken into consideration as well. |
|---|---|
| Foreign shareholder shall mean: - foreign natural or legal persons; - Turkish companies, share capital of over 49 % of which are owned by foreigners; - Turkish companies in which majority members of administrative and representative boards are not Turkish citizens and in which majority votes are not on Turkish partners according to their articles of associations; - Turkish companies under actual control of the aforementioned. |
Foreign shareholder shall mean: - foreign natural or legal persons; - Turkish companies, share capital of over 49 % of which are owned by foreigners; - Turkish companies in which majority members of administrative and representative boards are not Turkish citizens and in which majority votes are not on Turkish partners according to their articles of associations; - Turkish companies under actual control of the aforementioned. |
| In order to ensure that the aforementioned share rate limitations on the foreigner partners will be complied with the provisions of the Articles of Association, the Company will use separate parts for foreign shareholders in registering the shareholders and their related share rates in the Share Register. |
In order to ensure that the aforementioned share rate limitations on the foreigner partners will be complied with the provisions of the Articles of Association, the Company will use separate parts for foreign shareholders in registering the shareholders and their related share rates in the Share Register. |
| It is obligatory to promptly notify the Company of any share purchase and sale reaching to 1 % of the issued share capital of the Company. Moreover, the shareholders who have reached or exceeded the maximum foreign shareholding rates as indicated in this Articles of Association, are obliged to promptly notify the Company as they become aware of this. The purpose of such notification is to follow the foreigner element and remarkable share movements and to ensure the Board of Directors to perform its powers based on these, and only notification will not result with the nature of being a shareholder unless registered in the Share Register, and only the records in the Share Register will be relied on in such cases. |
It is obligatory to promptly notify the Company of any share purchase and sale reaching to 1 % of the issued share capital of the Company. Moreover, the shareholders who have reached or exceeded the maximum foreign shareholding rates as indicated in this Articles of Association, are obliged to promptly notify the Company as they become aware of this. The purpose of such notification is to follow the foreigner element and remarkable share movements and to ensure the Board of Directors to perform its powers based on these, and only notification will not result with the nature of being a shareholder unless registered in the Share Register, and only the records in the Share Register will be relied on in such cases. |
| In cases where it is understood through the notifications or through other means that the total shares held by the foreigner |
In cases where it is understood through the notifications or through other means that the total shares held by the foreign shareholders |

shareholders have exceed 40 % of the issued share capital of the Company, then the Board of Directors will be under the obligation, to promptly notify the related shareholders lately within 7 (seven) days, starting from the latest share transfer, to dispose of the shares which exceed the foreign shareholding limit, in amounts and rates to be in conformity to the foreign shareholding limit and otherwise the Company will be entitled to apply any of the measures indicated below. The foreign shareholder to whom the notice to dispose of its exceeding shares has been served, will be under the obligation to sell such shares which have caused the foreign shareholding limit to be exceeded, to a person who is not included in the foreign shareholder definition in this Articles of Association, within the period stated in the notice. In case such shares are not disposed despite the notification, then the Board of Directors will be under the obligation to meet in 3 (three) days and to take a resolution to cover the measures indicated below in regard to the shares exceeding the limit.
(i) To redeem with the nominal value, the shares held by the foreign shareholder which has caused the foreign shareholding limit to be exceed, through decreasing the share capital; with this purpose, the Company will first notify the shareholder who has exceed the foreign shareholding limit that his shares will be redeemed. In case such a notice may not be served then the fact will be announced in two newspapers published at the place where the head office of the Company is located. Expenses related with such redemption, will be collected from the shareholder who has caused the redemption, through deduction from the redemption amount.
(ii) In cases where the total share rate of the foreign shareholder is over the limit indicated in this Articles of Association, then the Board of Directors will be entitled to increase the share capital in order to reduce the rate of have exceeded 40 % of the issued share capital of the Company, then the Board of Directors will be under the obligation, to promptly notify the related shareholders at the latest within 7 (seven) days, starting from the latest share transfer, to dispose of the shares which exceed the foreign shareholding limit, in amounts and rates that comply with the foreign shareholding limit and in the event of non-compliance, the Company will be entitled to apply any of the measures indicated below. The foreign shareholder who has been served with the notice to dispose of its excess shares, will be under the obligation to sell such shares that have caused the foreign shareholding limit to be exceeded, to a person who is not included in the foreign shareholder definition in this Articles of Association, within the period stated in the notice. In case such shares are not disposed of despite the notification, then the Board of Directors will be under the obligation to meet within 3 (three) days and to take a resolution regarding the measures indicated below in regard for the shares exceeding the limit.
(i) To redeem with the nominal value, the shares held by the foreign shareholder which has caused the foreign shareholding limit to be exceed, through decreasing the share capital; with this purpose, the Company will first notify the shareholder who has exceed the foreign shareholding limit that his shares will be redeemed. In case such a notice may not be served then the fact will be announced in two newspapers published at the place where the head office of the Company is located. Expenses related with such redemption, will be collected from the shareholder who has caused the redemption, through deduction from the redemption amount.
(ii) In cases where the total share rate of the foreign shareholder is over the limit indicated in this Articles of Association, then the Board of Directors will be entitled to increase the share capital in order to reduce the rate of

| the shares exceeding the limit. In this case, new shares may be issued by limiting the preferential purchase options of the existing shareholders according to the rules of the Capital Market Board. |
the shares exceeding the limit. In this case, new shares may be issued by limiting the preferential purchase options of the existing shareholders according to the rules of the Capital Market Board. |
|---|---|
| In cases where the foreign shareholding limit as indicated in this Article is exceed, the Board of Directors will be entitled to resolve about the method to apply firstly to reduce the share rates to the limits permitted. |
In cases where the foreign shareholding limit as indicated in this Article is exceed, the Board of Directors will be entitled to resolve about the method to apply firstly to reduce the share rates to the limits permitted. |
| INCREASE | INCREASE |
| AND | AND |
| DECREASE | DECREASE |
| IN | IN |
| THE | THE |
| SHARE CAPITAL | SHARE CAPITAL |
| ARTICLE 8 | ARTICLE 8 |
| Whenever required the share capital of the | Whenever required the share capital of the |
| Company may be increased or decreased in | Company may be increased or decreased in |
| conformity with the provisions of Turkish | conformity with the provisions of Turkish |
| Commercial Code and Capital Market Law. | Commercial Code and Capital Market Law. |
| Whenever deemed required, the Board of Directors will be entitled, in compliance with the provisions of Capital Market Law to increase the share capital by issuing new share certificates up to the registered share capital limit and to take resolutions to limit the new share purchase rights of the shareholders and to issue premium shares. New shares may not be issued unless the share certificates already issued are totally sold and their amounts are totally paid. It is obligatory to indicate the issued share capital of the Company on the documents covering the trade name of the Company. |
Whenever deemed required, the Board of Directors will be entitled, in compliance with the provisions of Capital Market Law to increase the share capital by issuing new share certificates up to the registered share capital limit and to take resolutions to limit the new share purchase rights of the shareholders and to issue premium shares. New shares may not be issued unless the share certificates already issued are totally sold and their amounts are totally paid. |
| QUALIFICATIONS | QUALIFICATIONS |
| AND | AND |
| CONDITIONS | CONDITIONS |
| REQUIRED | REQUIRED |
| FOR | FOR |
| ELECTION | ELECTION |
| OF | OF |
| THE | THE |
| BOARD MEMBERS | BOARD MEMBERS |
| ARTICLE 11 | ARTICLE 11 |
| In order to be able to get elected as a Board | In order to be able to get elected as a Board |
| member, these persons are required not be | member, these persons are required not be |
| placed under guardianship or curatorship, | placed under guardianship or curatorship, |
| not | not |
| to | to |
| have | have |
| gone | gone |
| under | under |
| bankruptcy | bankruptcy |
| personally or the company managed by such | personally or the company managed by such |
| person, not to have gone under incapability, | person, not to have gone under incapability, |
| not to have been convicted for shameful | not to have been convicted for offences |

| offences or offences indicated in Civil indicated in Capital Markets Law, Banking Aviation Law, must be a shareholder of the Law, Law On the Prevention of The Company and must possess qualifications Financing of Terrorism and Civil Aviation required by the Turkish Commercial Code, Law and must possess qualifications Capital Markets Law and relevant legislation. required by the Turkish Commercial Code, In the event of election of a person who is Capital Markets Law and relevant legislation. not actually a shareholder, such person may start his/her office only after becoming a shareholder. The Shareholders Assembly may give The Shareholders Assembly may give permissions for cases covered in Articles permissions for cases covered in Articles 395 and 396 of Turkish Commercial Code. 395 and 396 of Turkish Commercial Code. It is a requirement that minimum six It is a requirement that minimum six members of the Board, including the members of the Board, including the members representing members representing Group C shares, will be Turkish citizens. Group C shares, will be Turkish citizens. DUTIES AND POWERS OF THE BOARD DUTIES AND POWERS OF THE BOARD OF DIRECTORS OF DIRECTORS ARTICLE 15 ARTICLE 15 The Board of Directors is the representative The Board of Directors is the administrative and administrative body of the Company. and representative body of the Company. In The Board of Directors is entrusted with all accordance with the Turkish Commercial duties, excluding those entrusted to the Code, the Capital Markets Law, relevant Shareholders Assembly by law and legislation and the Articles of Articles of Association, and is entitled Association, the Board of Directors is with all powers incidental to such duties. authorized to make decisions on all matters necessary for achieving the business objectives of the Company, |
except for those matters reserved for the authority of the General Assembly. Pursuant the provisions of Article 367 Without prejudice to Article 375 of the and 370 of Turkish Commercial Code, the Turkish Commercial Code, the Board of Board of Directors may delegate, totally or Directors may delegate its management partially, such administration and and representation powers, in whole or in representation powers to one or more part, to one or more Board members, members, to the president, executive vice committees established within the president, manager(s) who are not Board Company, and/or managers of the members and may establish executive Company who are not members of the committees among members or non Board, within the scope of Articles 367 to |
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|---|---|---|---|
| such powers. However, the powers cannot may issue internal directives in |
member persons for the execution of | 371 of the Law. The Board of Directors | |
| be delegated by the Board of Directors in accordance with Article 367 of the matters in which Group C is privileged. Turkish Commercial Code. |

| The Board of Directors may establish committees in accordance with the Turkish Commercial Code, Capital Markets Legislation and the relevant legislation and prepare an internal directive in accordance with Article 367/1 of the Turkish Commercial Code. |
The powers cannot be delegated by the Board of Directors in matters in which Group C is privileged. The Board of Directors may establish committees in accordance with the Turkish Commercial Code and Capital Markets Legislation. |
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|---|---|---|---|
| All financial and other information required for the Board members to perform their duties and Board of Directors proposals and their enclosures will be submitted in due time. |
All financial and other information required for the Board members to perform their duties and Board of Directors proposals and their enclosures will be submitted in due time. |
||
| DOCUMENTS TO BE SUBMITTED | DOCUMENTS TO BE SUBMITTED | ||
| ARTICLE 34 Three copies of the Reports of the Board of Directors and the Auditors, balance sheet, loss and profit statements, minutes of the Shareholders Assembly meeting signed by the government commissary and the attendance list will be submitted to the Ministry of Customs and Trade within one month following the meeting date., |
ARTICLE 34 Removed. |
||
| The financial statements and reports required by the Capital Market Board and, if independent auditing is required then the independent audit report, will be submitted to the Capital Market Board and announced to the public in accordance with the procedures and principles determined by the Capital Market Board. |
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| DETERMINATION AND DISTRIBUTION OF PROFIT |
DETERMINATION AND DISTRIBUTION OF PROFIT |
||
| MADDE 36 The net profit, as indicated in the annual balance sheet, found after deducting from the revenue of the Company, the amounts required to be paid or reserved by the Company like general expenses and various depreciations and the taxes required to be |
ARTICLE 36 The net profit, as indicated in the annual balance sheet, found after deducting from the revenue of the Company, the amounts required to be paid or reserved by the Company like general expenses and various depreciations and the taxes required to be |

| paid by the Company, following the paid by the Company, following the deduction of the losses of the past years, will deduction of the losses of the past years, will be distributed in the following priority, by be distributed in the following priority, by complying with the Capital Market complying with the Capital Market regulations: regulations: Legal reserve fund in the rate of 5 % will A legal reserve fund will be allocated at a) a) be reserved. the rate specified by law. First dividend in the rate and amount as From the remaining amount, the first b) b) determined by Capital Market Board dividend will be allocated at the rate and will be deducted from the balance. amount approved by the General Assembly. After deducting from the net profit the c) amounts indicated in clauses (a) and (b) After deducting the amounts specified in c) above, the Shareholders Assembly will be sections "a" and "b" from the net profit, the entitled to resolve either to distribute as General Assembly is authorized to second dividend or to reserve as distribute the remaining amount, in whole extraordinary reserve fund, the entire or or in part, as a second dividend or to any portion of the balance. allocate it as an extraordinary reserve. Second reserve fund will be reserved Second reserve fund will be reserved d) d) according to Article 519, paragraph 2, according to Article 519, paragraph 2, clause c of Turkish Commercial Code in clause c of Turkish Commercial Code in the rate of one tenth of the amount found the rate of one tenth of the amount found after deducting the profit share in the rate after deducting the profit share in the rate of 5 % of the issued share capital from the of 5 % of the issued share capital from the amount resolved to be distributed to the amount resolved to be distributed to the shareholders and those entitled to shareholders and those entitled to participate the profit. participate the profit. Unless legal reserves required by law and Unless the legal reserves required by law e) e) the first dividend determined in the and the first dividend determined in the Articles of Association for the Articles of Association for the shareholders are reserved, no resolution shareholders are allocated, no resolution may be adopted to reserve other reserve may be adopted to allocate other reserve funds, to transfer profit to the coming year, funds or to transfer profit to the following and unless first dividend is paid in cash year. . Unless the first dividend is paid in and/or in share certificates, no resolution cash and/or in share certificates, no profit may be adopted to distribute profit to the distribution may be made to privileged privileged shareholders in profit shareholders, to the holders of founder distribution, to the holders of participation, and beneficial interest certificate, to the founder and ordinary interest certificates, members of the Board of Directors, to the members of the Board and officers, officers, employees, and workers, or to employees and workers, to the trusts trusts established for various purposes established for various purposes and and similar persons and/or institutions. similar persons and/or institutions. The Company may distribute dividend advances to shareholders within the framework of Capital Markets regulations. In order to distribute dividend advance, the Board of Directors must be authorized by a General |
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|---|---|

| Assembly resolution, limited to the relevant year. |
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|---|---|---|---|---|---|
| TIME AND FORM OF PAYMENT OF THE PROFIT |
TIME AND FORM OF PAYMENT OF THE PROFIT |
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| ARTICLE 38 Shareholders Assembly will determine the time and form of the payment of the profit, by taking into consideration the Bulletins of the Capital Market Board. |
ARTICLE 38 The time and method of dividend payments shall be resolved by the General Assembly upon the proposal of the Board of Directors, taking into consideration regulation of the Capital Market Board. |
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| PROVISIONAL ARTICLE 1 | PROVISIONAL ARTICLE 1 | ||||
| In accordance with the new code "The Law on the amendment to the Turkish Commercial Code" numbered 5274, nominal value of a share is changed to 1 New Kurus, previously a nominal value of TL1,000. |
Removed. | ||||
| Therefore, 10 shares each with a nominal value of TL 1,000 will be replaced by new shares with a nominal value of 1 New Kurus. In relation to the replacement, shareholders' existing rights due to the ownership continue to exist. |
|||||
| The replacement process will be initiated by the Board of Directors, in line with the regulations that will be put in place with the new registry system of the capital market instrument. |

It is aimed to ensure that our Company's shares are traded at levels close to their fair value, to support price stability in our shares and contribute to the healthy formation of , to mitigating the potential negative effects that of sharp downward price movements in our shares on our investors and the value of the Company, to protect the interests of our shareholders, to maintain the interest of our investors in our Company's shares as one of the tools of our Company's total shareholder return strategy, and to encourage the increase in the holding period. The repurchased shares may also be evaluated as a resource for the employee stock ownership plan that may be implemented by the Board of Directors.
The duration of the Buyback Program is 3 years from the date of authorization by the General Assembly. The Board has the authorization not to start the buy-back program or to stop an ongoing program at any time depending on the capital markets conditions and the financial position of the Company.
Buyback can be made within the total fund allocated specified below, up to the number of shares corresponding to 1.7% (one point seven percent) of our Company's issued capital of 1,380,000,000 TL (one billion three hundred eighty million Turkish Lira), in accordance with the provisions of the legislation. In cases where there is a change in the number of shares representing the company's capital due to any transaction and/or if there are shares previously subject to buyback, utmost care is taken to comply with the 1.7% (one point seven percent) ratio.
The program will be concluded upon reaching the maximum number of shares subject to buyback.
The lower price limit for share buybacks is 20 (twenty) Turkish Lira, and the upper price limit is 1,000 (one thousand) Turkish Lira.
In the event of transactions that require the adjustment of the market price of our shares, the same adjustment will be applied to the lower and upper price limits set for share buybacks. These adjusted lower and upper price limits will be announced on the Public Disclosure Platform with a material event disclosure.
The relevant legislative provisions will be applied.
A fund of up to TL 9,000,000,000 (nine billion Turkish Lira) has been allocated for the buyback, to be covered from the company's cash portfolio.
Under the previous share buyback program initiated on February 14, 2023, our company repurchased THYAO shares with a nominal value of TL 5,774,544, corresponding to 0.418445% of the company's capital, at an average price of TL 159.7 per share on Borsa Istanbul, for a total amount of TL 922,406,969 between February 17, 2023, and March 24, 2025. These shares have not yet sold out. During the relevant program period, our Company supported the healthy price

formation in our shares by conducting buybacks when there was pressure on our share price that did not reflect the commercial operating environment or during high volatility.
The total fund amount of TL 9,000,000,000 (nine billion Turkish Lira) allocated for the buyback corresponds to 0.6% of our total assets as of 31.12.2024 in our consolidated financial statements. In this context, the buyback program is not expected to have a significant impact on our Company's financial situation and operating results.
As of April 2, 2025, the highest share price for the year was TL 339.5, the lowest share price was TL 257.5, and the weighted average share price was TL 311.5. As of April 2, 2025, the highest share price for the last three months was TL 339.5, the lowest share price was TL 278.75, and the weighted average share price was TL 301.4.
xi. Benefits from This Transaction to Related Parties
There are no benefits.

ATTACHMENT - 3:
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 Türk Hava Yolları A.O. to be held on 21/05/2024, Wednesday, at 14:00 in Meeting Hall at the General Management Building, Yeşilköy Mahallesi, Havaalanı Cad. No.3/1 Bakırköy/İstanbul
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.
| No. | Agenda Items (*) | Accept | Reject | Dissenting Opinion |
|---|---|---|---|---|
| 1 | Opening statement and appointment of the Board of Assembly, |
☐ | ☐ | ☐ |
| 2 | Review and discussion of the Annual Report relating to fiscal year 2024, |
☐ | ☐ | ☐ |
| 3 | Review of the Auditor and Group Auditor's Independent Audit Reports of the fiscal year 2024, |
☐ | ☐ | ☐ |
| 4 | Review, discussion and approval of the Financial Statements for the fiscal year 2024, |
☐ | ☐ | ☐ |
| 5 | Release of the Board of Directors from their liability for the Company's financial and operational activities for the fiscal year 2024, |
☐ | ☐ | ☐ |

| 6 | Discussion and decision on the Board of Directors' Profit Distribution Proposal for the fiscal year 2024, |
☐ | ☐ | ☐ |
|---|---|---|---|---|
| 7 | Discussion and decision of the Articles of Association Amendment Text (ATTACHMENT-1) regarding the amendment of Article 6 titled 'Share Capital and Share Certificates', in order to extent the validity period and increase the capital ceiling for the registered capital, and Articles 8, 11, 15, 34, 36, and 38, as well as Provisional Article |
☐ | ☐ | ☐ |
| 8 | 1, Determination of the compensation of the Members of the Board of Directors, |
☐ | ☐ | ☐ |
| 9 | Election of the Members of the Board of Directors, |
☐ | ☐ | ☐ |
| 10 | Election of the Auditor and Group Auditor, | ☐ | ☐ | ☐ |
| 11 | Informing the General Assembly on Guarantees, Pledges and Mortgages (GPM) granted in favor of third parties and income or benefits obtained, as required by Article 12 of the Capital Market Board's Corporate Governance Communiqué No. II-17.1, |
☐ | ☐ | ☐ |
| 12 | Informing shareholders about donations made in 2024 within the framework of Capital Markets Board regulations and setting the upper limit for donations to be made in 2025, |
☐ | ☐ | ☐ |
| 13 | Informing shareholders about share buybacks conducted within the framework of the Capital Markets Board's Communiqué No. II-22.1 on Buyback Shares and its announcement dated 14.02.2023, |
☐ | ☐ | ☐ |
| 14 | The submission of the new share buyback program prepared by the Board of Directors for the approval of the General Assembly, |
☐ | ☐ | ☐ |
| 15 | Providing shareholders information regarding the transactions specified under Corporate Governance Principle 1.3.6 in the Capital Markets Board's Corporate Governance Communiqué No. II-17.1, |
☐ | ☐ | ☐ |
| 16 | Recommendations and closing statements. | ☐ | ☐ | ☐ |
(*) Information items are not voted. If the minority has another draft resolution, necessary arrangements should be made to enable them vote by proxy.
a) The attorney is authorized to vote according to his/her opinion.

SPECIAL INSTRUCTIONS: The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.
B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following.
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.
SIGNATURE

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