Invitation date: 16.03.2026
INVITATION TO THE 2025 GENERAL ASSEMBLY MEETING OF TÜRK HAVA YOLLARI A.O. ON APRIL 9, 2026Our Company will hold its Ordinary General Assembly Meeting to discuss and resolve the below-mentioned agenda regarding the 2025 accounts and activities, on Thursday, April 9th 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 General Assembly Meetings to be Held Electronically in Joint Stock Companies and the Communiqué on the Electronic General Assembly System to be Applied in General Assembly Meetings of Joint Stock Companies.
Shareholders who will attend the General Assembly Meeting by proxy are required to be represented with a notarized proxy issued in accordance with the proxy form attached as Attachment pursuant to the provisions of the Capital Markets Board's Communiqué No. II-30.1 published in the Official Gazette dated December 24th, 2013. 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 2025 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 at https://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.
AGENDAOpening statement and appointment of the Board of Assembly,
Review and discussion of the Annual Report relating to fiscal year 2025,
Review of the Auditor and Group Auditor's Independent Audit Reports of the fiscal year 2025,
Review, discussion and approval of the Financial Statements for the fiscal year 2025,
Release of the Board of Directors from their liability for the Company's financial and operational activities for the fiscal year 2025,
Decision on the profit distribution for the fiscal year 2025,
Determination of the compensation of the Members of the Board of Directors,
Election of the Auditor and Group Auditor,
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,
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,
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,
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,
Recommendations and closing statements.
With regards,
TÜRK HAVA YOLLARI A.O. BOARD OF DIRECTORSATTACHMENT:
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 2025 Ordinary General Assembly of Türk Hava Yolları A.O. to be held on 09/04/2026, day, 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.
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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.
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About the agenda items of General Assembly:
The attorney is authorized to vote according to his/her opinion.
The attorney is authorized to vote on proposals of the attorney partnership management.
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,
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2.
Review and discussion of the Annual Report relating to fiscal year 2025,
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3.
Review of the Auditor and Group Auditor's Independent Audit Reports of the fiscal year
2025,
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4.
Review, discussion and approval of the Financial Statements for the fiscal year 2025,
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5.
Release of the Board of Directors from their liability for the Company's financial and operational activities for the fiscal year 2025,
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6.
Decision on the profit distribution for the fiscal year 2025,
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(*) Information items are not voted. If the minority has another draft resolution, necessary arrangements should be made to enable them vote by proxy.7.
Determination of the compensation of the Members of the Board of Directors,
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8.
Election of the Auditor and Group Auditor,
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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,
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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,
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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,
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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,
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13.
Recommendations and closing statements.
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Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:
The attorney is authorized to vote according to his/her opinion.
The attorney is not authorized to vote in these matters.
The attorney is authorized to vote for agenda items in accordance with the following instructions:
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About the agenda items of General Assembly:
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The shareholder specifies the shares to be represented by the attorney by choosing one of the following.
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I hereby confirm that the attorney represents the shares specified in detail as follows:
Order and Serial (*)
Number / Group (**)
Amount-Nominal Value
ç) Share with voting power or not
Bearer-Registered (*)
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.
- I hereby confirm that the attorney represents all my shares on the lis t, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting.
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I hereby confirm that the attorney represents the shares specified in detail as follows:
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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.
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
