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TÜRK HAVA YOLLARI A.O.

AGM Information Apr 17, 2025

5964_rns_2025-04-17_4c3e5704-a2a4-4db1-9420-012b91343f4b.pdf

AGM Information

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INVITATION TO THE 2024 GENERAL ASSEMBLY MEETING OF TÜRK HAVA YOLLARI A.O. ON MAY 21 st, 2025

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:

  • Identity certificate,
  • The proxies prepared in accordance with the attached sample for individuals and legal entities represented by appointed representatives,
  • The notarized Turkish translations of the proxy documents and the notarized passport copies of the representatives of our foreign shareholders.

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.

AGENDA

  • 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 1.
  • 8- 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 (ATTACHMENT-2)
  • 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.

With regards,

TÜRK HAVA YOLLARI A.O. BOARD OF DIRECTORS

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
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.
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.
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

Assembly
resolution,
limited
to
the
relevant year.
TIME AND FORM OF PAYMENT OF THE
PROFIT
TIME AND FORM OF PAYMENT OF THE
PROFIT
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.
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.

ATTACHMENT - 2:

Türk Hava Yolları A.O. Share Buyback Program

i. Purpose of the Buyback

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.

ii. Duration of the Buyback program

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.

iii. Maximum Number of Shares Subject to Buyback

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.

iv. Lower and Upper Price Limits for Share Buybacks

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.

v. Principles of the Sale of Repurchased Shares

The relevant legislative provisions will be applied.

vi. Total Amount and Source of Funds Allocated for Buyback

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.

vii. The number and capital ratio of repurchased shares that have not yet been disposed of, and the results of the previous program

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.

viii. The potential effects of the buyback program on the company's financial situation and operating results

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.

  • ix. Information on Subsidiaries That May Engage in Buybacks Under the Program Not applicable.
  • x. Information about the highest, lowest, and weighted average share price for the year and the last three months

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:

PROXY TÜRK HAVA YOLLARI A.O.

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.

A) SCOPE OF REPRESENTATIVE POWER

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.

1. About the agenda items of General Assembly:

  • a) The attorney is authorized to vote according to his/her opinion.
  • b) The attorney is authorized to vote on proposals of the attorney partnership management.
  • c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:

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.

2. Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:

a) The attorney is authorized to vote according to his/her opinion.

  • b) The attorney is not authorized to vote in these matters.
  • c) The attorney is authorized to vote for agenda items in accordance with the following instructions:

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:

  • a) Order and Serial (*)
  • b) Number / Group (**)
  • c) Amount-Nominal Value
  • ç) Share with voting power or not
  • d) Bearer-Registered (*)
  • e) Ratio of the total shares/voting rights of the shareholder

*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.

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

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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