THYAO 2025 General Assembly Additional Disclosures - 09.04.2026

The information below is the additional disclosure which must be done pursuant to the "Communiqué Concerning the Establishment and Implementation of the Corporate Governance Principles", (II-17.1) by the Capital Market Board. (CMB)

1. Shareholding Structure and Voting Rights :

   The paid-in share capital of the Company consists of 137.999.999.999 Group A shares and 1 Group C share, each with the nominal value of 1 Kurus. All shares are registered. According to Articles 10 and 21 of the Articles of Association of the Company; Group A shares traded on the stock market (free float) and Group C shares hold privileged voting rights regarding the nomination of the Board of Directors and Auditor Candidates.

   The voting rights of our shareholders are outlined as follows:

   Shareholder	Number of Nominal Shares (TL)	Ownership (%)	Number of Shares (#)	Rate of Voting Right (%)
   Türkiye Wealth Fund (Group A)	677,884,849	49.12	67,788,484,857	49.12
   The Republic of Türkiye Ministry of Treasury and Finance Privatization Administration (Group C)	0.01		1
   Open for Public (Group A)	702,115,151	50.88	70,211,515,142	50.88
   TOTAL	1,380,000,000	100.00	138,000,000,000	100.00

2. Any changes in the management and operational activities of the Company and major subsidiaries and affiliates of the Company realized during previous accounting period and those planned for the next accounting period to s ignificantly affect company activities, and reasons of these changes :
   1. Changes have occurred within our Company and its subsidiaries in 2025 as detailed below: THY Gayrimenkul Yatırım Hizmetleri A.Ş. Capital Increase

      The capital of our wholly owned subsidiary, THY Gayrimenkul Yatırım Hizmetleri A.Ş., will be increased to 7.5 billion TL.

      Notification Regarding Authorized Capital

      Our Board of Directors has resolved to increase the Company's registered capital ceiling, which was set to expire on December 31, 2024, to 10 billion TL for the years 2025-2029 and to amend Article 6, titled "Share Capital and Share Certificates" of the Articles of Association accordingly, as detailed in the attached amendment text. The application was submitted to the Capital Markets Board on 05.02.2025 in order to obtain the approval for the resolution and the Capital Markets Board has

      approved our application on 14.02.2025. Following the approval of the Capital Markets Board, an application was submitted to the Ministry of Trade of the Republic of Türkiye on 17.02.2025. The Ministry of Trade of the Republic of Türkiye has approved our application on 19.02.2025.

      The proposed amendment to the Articles of Association was approved at the Ordinary General Assembly Meeting held on May 21, 2025.

      Change in Articles of Association

      Our Board of Directors has resolved to determine a new validity period and capital ceiling for the registered capital, which expired on December 31, 2024, in accordance with Capital Markets regulations, and to ensure that the Company's Articles of Association comply with current regulations and the Company's requirements. In this context, it has been decided to amend Article 6, titled "Share Capital and Share Certificates", Article 8, titled "Increase and Decrease in the Share Capital" Article 11, titled "Qualifications And Conditions Required For Election Of The Board Members" Article 15, titled "Duties And Powers Of The Board Of Directors" Article 34, titled "Documents to Be Submitted" Article 36, titled "Determination and Distribution of Profit" Article 38, titled "Time And Form Of Payment Of The Profit" and Provisional Article 1. Necessary actions will be taken to obtain approvals from the Capital Markets Board and the Republic of Türkiye Ministry of Trade. The application was submitted to the Capital Markets Board on 05.02.2025 in order to obtain the approval of the Capital Markets Board to amend the Articles of Association and the Capital Markets Board has approved our application on 14.02.2025. Following the approval of the Capital Markets Board, an application was submitted to the Ministry of Trade of the Republic of Türkiye on 17.02.2025. The Ministry of Trade of the Republic of Türkiye has approved our application on 19.02.2025.

      The proposed amendments to the Articles of Association were approved at the Ordinary General Assembly Meeting held on May 21, 2025. Our Company's current Articles of Association is available on our Investor Relations Web Site.

      Türk Hava Yolları Elektronik Para ve Ödeme Hizmetleri A.Ş. (TKPAY)'s Operating Permit

      Our Company's subsidiary, Türk Hava Yolları Elektronik Para ve Ödeme Hizmetleri A.Ş. (TKPAY), which was incorporated on August 18, 2023, has been granted authorization by the Central Bank of the Republic of Türkiye to operate as an electronic money institution. This authorization allows TKPAY to provide the payment services specified under items (a), (b), (c), (f), and (g) of the first paragraph of Article 12, as well as the electronic money issuance service defined in the second paragraph of Article 18 of the Law on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions (Law No. 6493, dated 20/6/2013).

      Launch of a Share Buyback Program

      With the decision of our Board of Directors dated 14.02.2023, the share buyback program initiated within the framework of the Capital Markets Board's ("CMB") Communiqué No. II-22.1 on Buybacked Shares and the Principle Decision No. i-SPK.22.7 (dated 14.02.2023 and numbered 9/177) automatically concluded on the date of the first general assembly meeting to be held as a result of the CMB's Principle Decision No. i-SPK.22.8 (dated 01.08.2024 and numbered 41/1198).

      In this context, with the aim of;

      • Ensuring the continuation of our share buybacks in full compliance with current legislation,

      • Supporting our Company's shares to be valued at a level close to their fair value,

      • Mitigating the potential negative effects of sharp downward price movements in our shares on our investors and the value of our Company in the short term, thus protecting the interests of our shareholders,

      • Contributing to a healthy price formation by supporting the stability of our Company's share price,

      • Maintaining the interest of our investors in our Company's shares and encourage them to increase the holding duration as one of the tools of our Company's total shareholder return strategy;

      Our Company's Board of Directors decided to;

      1. Launch a Share Buyback Program covering 3 years as of the date of the first General Assembly Meeting,

      2. Allocate a maximum amount subject to buy-back as 9,000,000,000 TL to be covered from our Company's cash portfolio,

      3. Limit the maximum number of shares to be repurchased to 1.7% of our Company's issued share capital.

         The Share Buyback Program, prepared in compliance with the Capital Markets Law and the provisions of the Capital Markets Board's Communiqué No. II-22.1 on "Buybacked Shares," along with relevant regulatory principles, was approved at the Ordinary General Assembly Meeting held on May 21, 2025.

         Nomination of Independent Board Member Candidates and Capital Markets Board Application

         Our Company's Board of Directors decided to increase the number of independent board members to four from three, within the framework of the best corporate governance practices, and nominate Assoc. Şekib Avdagiç, Dr. Melih Şükrü Ecertaş, Özgül Özkan Yavuz and Gülden Nacar as independent board member candidates following the recommendation of the Corporate Governance Committee. An application was submitted to the Capital Markets Board in order to present the independent member candidates for shareholders' approval at the General Assembly meeting. Our Company's application was approved by the Capital Markets Board.

         Collaboration Between Turkish Technic and Rolls -Royce

         Within the scope of our Company's 2033 strategic plan, an agreement has been reached between our wholly-owned subsidiary, Turkish Technic, and Rolls-Royce to establish a new maintenance center in Türkiye for the servicing of Trent XWB-84, Trent XWB-97, and Trent 7000 engines, which power Airbus A350 and A330Neo aircraft. The collaboration will cover the period from 2027 to 2048 and aims to increase our aircraft engine maintenance capacity.

         Through this collaboration, Turkish Technic will enhance its capabilities in high-technology engine maintenance, while also providing services to other airlines under the project. With export sha re of 65%, this initiative will contribute to Türkiye's high value-added export targets.

         Conclusion of the Share Buyback Program

         With the decision of our Board of Directors dated 14.02.2023, the share buyback program initiated within the framework of the Capital Markets Board's ("CMB") Communiqué No. II-22.1 on Buybacked Shares and the Principle Decision No. i-SPK.22.7 (dated 14.02.2023 and numbered 9/177) was automatically concluded at the Ordinary General Assembly Meeting dated 21.05.2025 as a result of the CMB's Principle Decision No. i-SPK.22.8 (dated 01.08.2024 and numbered 41/1198). In order to continue the share

         buyback transactions, new share buyback program was approved by our shareholders at the Ordinary General Assembly Meeting dated 21.05.2025.

         Appointment of the Board Members

         At the Ordinary General Assembly Meeting held on 21.05.2025, the following members were elected to the Board of Directors for two years.

         Members of the Board:

         Prof. Ahmet Bolat Mr. Şekib Avdagiç Mr. Bilal Ekşi

         Prof. Murat Şeker Mr. Ramazan Sarı Prof. Mecit Eş

         Dr. Melih Şükrü Ecertaş Ms. Gülden Nacar

         Ms. Özgül Özkan Yavuz

         Appointment of the Chairman and the Deputy Chairman of the Board

         Our Board of Directors decided to appoint Prof. Ahmet Bolat as the Chairman of the Board and Mr. Şekib Avdagiç as the Deputy Chairman of the Board until the end of the Board of Directors' term.

         Appointment of the Board Committees

         Our Board of Directors decided to make following appointments to the Board Committees:

         Independent Board Member Mr. Şekib Avdagiç as the Chairman and Dr. Melih Şükrü Ecertaş as the Member of the Audit Committee;

         Independent Board Member Ms. Gülden Nacar as the Committee Chairperson, Board Member Mr. Ramazan Sarı and Investor Relations Manager Mr. Mehmet Fatih Korkmaz, in compliance with the Capital Market Board's Communique on Corporate Governance (II-17.1), as the members of the Corporate Governance Committee;

         Independent Board Member Dr. Melih Şükrü Ecertaş as the Chairman and Mr. Şekib Avdagiç as the Member of the Early Identification of Risks Committee;

         Chairman of the Board Prof. Ahmet Bolat as the Chairman of the Executive Comittee, Mr. Şekib Avdagiç as the Deputy Chairman of the Executive Committee, Prof. Murat Şeker, Dr. Melih Şükrü Ecertaş, and Mr. Ramazan Sarı as the Member of the Executive Committee.

         A Joint Business Agreement with Thai Airways

         A Joint Business Agreement (JBA) based on a revenue-sharing model has been signed between our Company and Thai Airways on the Istanbul-Bangkok route. Through this agreement, the aim is to maximize passenger numbers and revenue by jointly utilizing the capacity of both airlines on the specific route.

         The agreement, which is subject to approval by the relevant competition authorities and regulatory bodies in the respective countries, is planned to take effect in the Winter 2025/2026 schedule period depending on the completion of the approval processes. The agreement is set for a term of 3 years, with an optional extension of 2 years.

         Our Company's Aircraft and Motor Orders As Part of Its Strategic Plan

         Previous announcements regarding the subject: Our Public Disclosures dated 13.04.2023, 12.05.2023 and 26.09.2025

         In line with the growth objectives set out in our Strategic Plan, which aims to generate significant value for all stakeholders, our Board of Directors had decided to purchase a total of 75 aircraft from Boeing, consisting of 50 firm and 25 option orders for B787-9 and B787-10 models with deliveries scheduled between 2029 and 2034. As a result of the tender held for the procurement of engines, spare engines, and engine maintenance services for these aircraft, negotiations have been concluded and an agreement has been reached with GE Aerospace.

         Additionally, negotiations with Boeing regarding the purchase of a total of 150 aircraft, consisting of 100 firm and 50 option orders for the 737-8/10 MAX models, have been completed. Subject to the successful conclusion of ongoing discussions with engine manufacturer CFM International, orders for the 737-8/10 MAX aircraft will also be placed.

         With these orders, our entire fleet is targeted to consist of new-generation aircraft by 2035, thereby strengthening operational efficiency and supporting an average annual growth rate of around 6%.

         Investment Process Concerning Air Europa

         As stated in our material event disclosure dated August 19, 2025, in order to strengthen our Company's strategic position in the global aviation industry and to increase the number of tourists visiting Türkiye along with the related economic contribution by opening new tourism markets in Latin America and expanding passenger and cargo flight network between Spain and Türkiye, our binding offer to acquire a minority stake in Air Europa Holding S.L.U. ("Air Europa") was accepted by the company.

         In this regard, the transaction documentation process between the parties has been completed and the partnership agreement and other related transaction documents have been signed. Accordingly, the process of obtaining the necessary permits from the relevant regulatory authorities has commenced and is expected to be finalized within approximately 6 to 12 months.

         As previously disclosed, the transaction involves an investment of 300 million Euro, the vast majority of which will be in the form of a capital increase. Following technical and financial adjustments at closing, the minority stake to be acquired is expected to be in the range of 25% to 27%.

         Sale of Our Company's Shareholding in Air Albania

         Our Board of Directors decided to sell all of the shares in Air Albania SHPK, in which our Company holds a 49% stake.

         Our Company's Aircraft Leases as Part of Its Strategic Plan

         In line with the growth objectives set out in our Strategic Plan, which aims to generate significant value for all stakeholders, our Board of Directors decided to lease 25 narrow-body aircraft from AerCap to be delivered between 2027 and 2029 with a lease term of 12 years.

         Notification About Share Buy-Back Program

         Within the scope of the share buy-back program, approved at the General Assembly meeting dated May 21, 2025, THYAO shares with TL 1,114,200 nominal value were bought back between on March 19, 2025 and December 29, 2025 by our Company. Total nominal value of repurchased shares have reached TL 6.655,244 which represents 0.4823% of the Company's capital, following the transaction.

         New Route Announcement

         Our Board of Directors has resolved to launch scheduled flights to Monrovia, the capital of Liberia, to Ohrid in North Macedonia, to Timisoara in Romania, to Yerevan, the capital of Armenia, to Chengdu in People's Republic of China and to Bissau, the capital of the Republic of Guinea-Bissau, subject to feasibility and market conditions.

         Our Company has also commenced scheduled flights under the Turkish Airlines main brand to to Ohrid in North Macedonia, to Port Sudan in Sudan, to Sevilla in Spain and to Phnom Penh in Cambodia; and under the AJet brand to to Algiers, the capital of Algeria, to Damascus, the capital of Syria and the Azerbaijani cities of Ganja and Nakhchivan.

   2. Changes have occurred within our Company and its subsidiaries in 2026 as detailed below: Joint Business Agreement with Thai Airways

      The Joint Business Agreement (JBA) signed between our Company and Thai Airways under a revenue-sharing model on the Istanbul-Bangkok-Istanbul route was granted an individual exemption by Turkish Competition Authority for a period of 3 years, with an optional extension of 2 additional years. Within this framework, the agreement will be implemented upon mutual agreement on the terms covered by the exemption.

      New Route Announcement

      Our Company decided to start operating scheduled flights to Urumchi in the People's Republic of China, subject to availability and market conditions.

      Notification About Share Buy-Back Program

      Within the scope of the share buy-back program, approved at the General Assembly meeting dated May 21, 2025, THYAO shares with TL 985,000 nominal value were bought back between on January 1, 2025 and February 27, 2025 by our Company. Total nominal value of repurchased shares have reached TL 7,640,244 which represents 0.5536% of the Company's capital, following the transaction.

      Special condition disclosures made under the relevant legislation can be accessed through our Investor Relations website and at http://www.kap.gov.tr/

3. Election of the Board Members:

   There are no board member elections on the agenda for the General Assembly.

4. Requests from Shareholders to Add Items to the Agenda

   There have been no written requests submitted to our Investor Relations Department by the shareholders to add items to the agenda for the 2024 Ordinary General Assembly meeting.

5. Amendment to the Articles of Association:

There is no amendment to the Articles of Association on the agenda for the General Assembly.

1. Opening statement and appointment of the Board of Assembly,

   In accordance with the Turkish Commercial Code (TCC), the Regulation on Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Trade to be Present at These Meetings, and the Turkish Airlines Joint Stock Company Articles of Association, the Presiding Board to oversee the General Assembly will be established.

2. Review and discussion of the Annual Report relating to fiscal year 2025,

   The Board of Directors' Activity Report for 2025, posted for review by our shareholders on the CRA's E-GKS web page, Public Disclosure Platform (PDP), and our website at https://investor.turkishairlines.com/en/financial-and-operational/boards-activity-report will be read and discussed at the General Assembly.

3. Review of the Auditor and Group Auditor's Independent Audit Reports of the fiscal year 2025,

   The Independent Audit Reports for the fiscal year from January 1, 2025, to December 31, 2025, posted for review by our shareholders on the CRA's E-GKS page, Public Disclosure Platform (PDP), and our website at https://investor.turkishairlines.com/en/financial-and-operational/financial-results will be read and discussed at the General Assembly.

4. Review, discussion and approval of the Financial Statements for the fiscal year 2025,

   The financial statements for the period from January 1, 2025, to December 31, 2025, posted for review by our shareholders on the CRA's E-GKS page, Public Disclosure Platform (PDP), and our website at https://investor.turkishairlines.com/en/financial-and-operational/financial-results, will be read, discussed, and put to a shareholder vote for approval at the General Assembly.

5. Release of the Board of Directors from their liability for the Company's financial and operational activities for the fiscal year 2025,

   Release of the board members separately and individually from their liabilities for the Company's financial and operational activities for the fiscal year 2025 will be presented for approval at the General Assembly under the provisions of the Turkish Commercial Code.

6. Decision on the profit distribution for the fiscal year 2025,

   In accordance with the provisions of the Turkish Commercial Code (TTK) and the Capital Markets Board's Series II, No. 14.1 Communique, and prepared in compliance with the Turkish Accounting / Turkish Financial Reporting Standards (TAS/TFRS), the audited consolidated financial statements for the accounting period 01.01.2025 - 31.12.2025 audited by PwC Independent Audit and Certified Public Accountant Financial Consultancy Inc., indicate a net period profit of TL 118,208,000,000 whereas the distributable net profit based on the financial statements prepared under the Tax Procedure Law (TPL) TL 29,111,278,367.

   Since the Total Legal Reserve amount exceeds 20% of the paid-in capital no primary legal reserve was set aside from the profit generated in 2025.

   Taking into account the profits from previous years and other reserves, there is a distributable net profit amounts to TL 450,600,000,000 in TMS/TFRS records and TL 842,006,217,323 in the TPL based financial records.

   Pursuant to the Capital Markets Legislation, the amount of dividend to be distributed must also have a corresponding balance in the TPL based financial records. Accordingly, the lower of the distributable dividend amounts calculated under IFRS and TPL was determined as the maximum distributable dividend. In this context, maximum amount of dividend that our Company can distribute for the fiscal period of 01.01.2025-31.12.2025 is TL 450,600,000,000.

   If a decision is made to distribute the profit for the 2025 financial year, the amount, ratio, and payment schedule will be determined by the General Assembly at the Ordinary General Assembly meeting to be held regarding the 2025 fiscal year.

7. Determination of the compensation of the Members of the Board of Directors,

   The remuneration and attendance fees for the Board Members will be determined.

8. Election of the Auditor and Group Auditor,

   In accordance with the Turkish Commercial Code and Capital Markets Board regulations, the selection of the Independent Audit Firm made by the Board of Directors must be submitted for the approval of the General Assembly.

   Additionally, in 2026, our Company's Board of Directors' proposal regarding the appointment of a Sustainability Auditor (TSRS Audit) for the assurance audit activities of the sustainability reports for the year 2026, prepared in accordance with the Turkish Commercial Code legislation No. 6102, the Capital Markets Board's Communiqué No. X-22 on "Standards for Independent Auditing in Capital Markets", the auditing of Insurance and Reinsurance Companies by Independent External Audit Firms, and the Turkish Sustainability Reporting Standards published by the Public Oversight

   Accounting and Auditing Standards Authority, Accounting and Auditing Standards Authority, will be submitted for approval at the General Assembly.

9. 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 Markets Board's Corporate Governance Communiqué No. II-17.1,

   As required by the Corporate Governance Principles attached to the Corporate Governance Communique II-17.1 of the Capital Markets Board, this item regarding guarantees, pledges, mortgages, and sureties given in favor of third parties by our Company and/or its subsidiaries and the revenues or benefits obtained will be discussed as a separate agenda item and is detailed in Note 21 of our Financial Statements dated December 31, 2025.

10. Informing shareholders about donations made in 2025 within the framework of Capital Markets Board regulations and setting the upper limit for donations to be made in 2026,

    Under the provisions of the 6th article of the Capital Markets Board's Dividend Communique II-19.1 and Corporate Governance Communique II-17.1, information about the donations made during the year must be presented to the General Assembly.

11. Informing the General Assembly about share buybacks conducted within the framework of the Capital Markets Board's Communiqué No. II-22.1 on Buyback Shares,

    Information regarding the share buyback transactions conducted will be presented to the shareholders at the general assembly in accordance with Communiqué No. II-22.1 on Buyback Shares.

12. 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,

    This agenda item is for informational purposes only and will not involve any voting.

13. Recommendations and closing statements.

ATTACHMENT-1: The Board of Directors' Profit Distribution Resolution for the fiscal year 2025 Board of Directors' Resolution:

In accordance with the provisions of the Turkish Commercial Code (TTK) and the Capital Markets Board's Series II, No. 14.1 Communique, and prepared in compliance with the Turkish Accounting / Turkish Financial Reporting Standards (TAS/TFRS), the audited consolidated financial statements for the accounting period 01.01.2025 - 31.12.2025 audited by PwC Independent Audit and Certified Public Accountant Financial Consultancy Inc., indicate a net period profit of TL 118,208,000,000 whereas the distributable net profit based on the financial statements prepared under the Tax Procedure Law (TPL) TL 29,111,278,367.

Since the Total Legal Reserve amount exceeds 20% of the paid-in capital no primary legal reserve was set aside from the profit generated in 2025.

Taking into account the profits from previous years and other reserves, there is a distributable net profit amounts to TL 450,600,000,000 in TMS/TFRS records and TL 842,006,217,323 in the TPL based financial records.

Pursuant to the Capital Markets Legislation, the amount of dividend to be distributed must also have a corresponding balance in the TPL based financial records. Accordingly, the lower of the distributable dividend amounts calculated under IFRS and TPL was determined as the maximum distributable dividend. In this context, maximum amount of dividend that our Company can distribute for the fiscal period of 01.01.2025-31.12.2025 is TL 450,600,000,000.

If a decision is made to distribute the profit for the 2025 financial year, the amount, ratio, and payment schedule will be determined by the General Assembly at the Ordinary General Assembly meeting to be held regarding the 2025 fiscal year.