KAP

TAV HAVALİMANLARI HOLDİNG A.Ş.

TAVHL

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	TAV Airports participated in 9 conferences met with 534 investors.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	0
The number of special audit requests that were accepted at the General Shareholders' Meeting	0

1.3. General Assembly
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)	https://www.kap.org.tr/en/Bildirim/1254838
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Turkish and English
The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in the context of Principle 1.3.9	-
The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1)	-
The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)	-
The name of the section on the corporate website that demonstrates the donation policy of the company	ir.tav.aero/Corporate Governance/Our Company's Policies
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	https://www.kap.org.tr/en/Bildirim/1264272
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	27.1
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The General Assembly was held open to the public, including stakeholders and the media.

1.4. Voting Rights
Whether the shares of the company have differential voting rights	Hayır (No)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.	-
The percentage of ownership of the largest shareholder	%46,10

1.5. Minority Rights
Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association	Hayır (No)
If yes, specify the relevant provision of the articles of association.	-

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	ir.tav.aero/Corporate Governance/Our Company's Policies
Minutes of the relevant agenda item in case the board of directors proposed to the general assembly not to distribute dividends, the reason for such proposal and information as to use of the dividend.	Our Company has been executing an extensive investment program since 2021. As part of this program, we have acquired Almaty Airport for $422 million in 2021 and we are investing another $200 million in the airport for a new terminal. We have already invested ?1.813 million in upfront rent in Antalya Airport for the concession until 2052 and we are investing another ?750 million with our partner Fraport. In addition, we paid an upfront rent of ?119 million and we are investing another ?210 million for our new concession in Ankara Esenboga Airport that will last until 2050. We are also making other investments in our airports and services and we are preparing for other new potential projects. Our consolidated capital expenditures, not including Antalya, for 2023 were ?214 million and the same figure we expect for 2024 is between ?230 million to ?270 million. We have financed this investment program through internally generated cash and financial debt. Considering the extensive amount of cash required for the extensive investment program described above and also considering the fact that the cost of financing this cash has increased significantly in the last three years, our Board of Directors has unanimously resolved that in accordance with the Dividend Policy of our Company, a dividend distribution proposal will not be made to the approval of the General Assembly to convene for the fiscal year of 2023.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	https://www.kap.org.tr/en/Bildirim/1264272

General Assembly Meetings

General Meeting Date	The number of information requests received by the company regarding the clarification of the agenda of the General Shareholders' Meeting	Shareholder participation rate to the General Shareholders' Meeting	Percentage of shares directly present at the GSM	Percentage of shares represented by proxy	Specify the name of the page of the corporate website that contains the General Shareholders' Meeting minutes, and also indicates for each resolution the voting levels for or against	Specify the name of the page of the corporate website that contains all questions asked in the general assembly meeting and all responses to them	The number of the relevant item or paragraph of General Shareholders' Meeting minutes in relation to related party transactions	The number of declarations by insiders received by the board of directors	The link to the related PDP general shareholder meeting notification
29/03/2024	0	%67,00	%0,01	%99,99	ir.tav.aero/Corporate Governance/General Assembly	ir.tav.aero/Corporate Governance/General Assembly	Article 13	89	https://www.kap.org.tr/en/Bildirim/1254838

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	ir.tav.aero
If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.	ir.tav.aero/Corporate and Shareholder Structure
List of languages for which the website is available	Turkish and English

2.2. Annual Report
The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members	Board of Directors / Statement of Independence
b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structure	Operating Principles of the Committees
c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings	Board of Directors
ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation	Annual Report/Other disclosures section
d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof	Annual Report/Other disclosures section
e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation in order to avoid from these conflicts of interest	-
f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the cross ownership subsidiaries that the direct contribution to the capital exceeds 5%	Annual Report/Other disclosures section
g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results	Sustainability

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	ir.tav.aero/Corporate Governance/Our Company's Policies
The number of definitive convictions the company was subject to in relation to breach of employee rights	0
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Internal Audit, Risk and Compliance Director
The contact detail of the company alert mechanism	https://alert.groupeadp.fr/

3.2. Supporting the Participation of the Stakeholders in the Corporation's Management
Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies	ir.tav.aero/Corporate Governance/Our Company's Policies
Corporate bodies where employees are actually represented	Occupational Health and Safety Committee

3.3. Human Resources Policy
The role of the board on developing and ensuring that the company has a succession plan for the key management positions	Succession plan is determined in our Shareholders' Agreement.
The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy.	www.tavhavalimanlari.com.tr /Human Resources
Whether the company provides an employee stock ownership programme	Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy.	www.tavhavalimanlari.com.tr /Human Resources
The number of definitive convictions the company is subject to in relation to health and safety measures	0

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	www.tavhavalimanlari.com.tr /Human Resources
The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.	www.tavhavalimanlari.com.tr /Sustainability
Any measures combating any kind of corruption including embezzlement and bribery	ir.tav.aero/Corporate Governance/Ethics & Compliance

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	The latest board evaluation was conducted in February 2025.
Whether the board evaluation was externally facilitated	Hayır (No)
Whether all board members released from their duties at the GSM	Evet (Yes)
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties	Xavier Hürstel, President; Ali Haydar Kurtdarcan, Vice President; Franck Mereyde, Executive Board Member
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	5
Specify the name of the section or page number of the annual report that provides the summary of the review of the effectiveness of internal controls	Risk Management, Internal Audit and Compliance
Name of the Chairman	Xavier Hürstel
Name of the CEO	Vehbi Serkan Kaptan
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	-
Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital	https://www.kap.org.tr/en/Bildirim/1349725
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	ir.tav.aero/Corporate Governance/Our Company's Policy
The number and ratio of female directors within the Board of Directors	There are three woman directors and the ratio is 27%.

Board Members

Name-Surname	Real Person Acting on Behalf of Legal Person Member	Gender	Title	Profession	The First Election Date To Board	Whether Executive Director or Not	Positions Held in the Company in the Last 5 Years	Current Positions Held Outside the Company	Whether the Director has at Least 5 Years’ Experience on Audit, Accounting and/or Finance or not	Share in Capital (%)	The Share Group that the Board Member Representing	Independent Board Member or not	Link To PDP Notification That Includes The Independency Declaration	Whether the Independent Director Considered By The Nomination Committee	Whether She/He is the Director Who Ceased to Satisfy The Independence or Not	Committees Charged and Task
JUSTINE COUTARD		Female	Chairman of the Board	Business and administration professionals		Non-Executive	-	-		-	-	Dependent Member			No	Nomination Committee (Member)
TEPE İNŞAAT SANAYİ ANONİM ŞİRKETİ	ALİ HAYDAR KURTDARCAN	Male	Deputy Chairman of the Board	Civil Engineer		Non-Executive	-	-		4.06	-	Dependent Member			No	Risk Committee (Member)
FRANCK MEREYDE		Male	Executive Director	Civil Engineer		Executive	Yönetim Kurulu Üyesi	-		-	-	Dependent Member			No	Corporate Governance (Member)
XAVIER MARIE MARTIN BENOIT HURSTEL		Male	Member of the Board	Finance Professional		Non-Executive	-	-		-	-	Dependent Member			No	Risk Committee (Member)
ANTOINE CROMBEZ		Male	Member of the Board	Business and administration professionals	29/03/2024	Non-Executive	-	-		-	-	Dependent Member			No	Risk Committee (Member)
JEROME PAUL JACQUES CALVET		Male	Member of the Board	Business and administration professionals		Non-Executive	-	-		-	-	Dependent Member			Yes	Risk Committee (Member)
JEAN-MICHEL VERNHES		Male	Member of the Board	Business and administration professionals		Non-Executive	Bağımsız Yönetim Kurulu Üyesi	-		-	-	Dependent Member			Yes	Nomination Committee (Member)
ELSA PEKMEZ ATAN		Female	Member of the Board	Business and administration professionals	29/03/2024	Non-Executive	-	-		-	-	Independent Member		Considered	No	Corporate Governance (Chair), Audit Committee (Member)
ZEYNEP NAZAN SOMER ÖZELGİN		Female	Member of the Board	Business and administration professionals	29/03/2024	Non-Executive	-	-	Yes	-	-	Independent Member		Considered	No	Audit Committee (Chair), Corporate Governance (Member)
NURGÜN EYÜBOĞLU		Female	Member of the Board	Business and administration professionals	29/03/2024	Non-Executive	-	-		-	-	Independent Member		Considered	No	Nomination Committee (Chair), Risk Committee (Member)
PHILIPPE BONNAVE		Male	Member of the Board	Civil Engineer	29/03/2024	Non-Executive	-	-		-	-	Independent Member		Considered	No	Risk Committee (Chair)

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	9
Director average attendance rate at board meetings	%96
Whether the board uses an electronic portal to support its work or not	Evet (Yes)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter	At least 7 days before the Meeting
The name of the section on the corporate website that demonstrates information about the board charter	ir.tav.aero/Corporate Governance/Articles of Association/Board of Directors Meeting
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	The upper limit which is stipulated in section of Article 4.3.6 of the CMB Corporate Governance Principles is adopted.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Operating Principles of the Committees
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/1253051

Composition of Board Committees-I

Names Of The Board Committees	Name Of Committees Defined As "Other" In The First Column	Name-Surname of Committee Members	Whether Committee Chair Or Not	Whether Board Member Or Not
Denetim Komitesi (Audit Committee)	-	NAZAN SOMER ÖZELGİN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	ELSA PEKMEZ ATAN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Aday Gösterme Komitesi (Nomination Committee)	-	NURGÜN EYÜBOĞLU	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Aday Gösterme Komitesi (Nomination Committee)	-	JUSTINE COUTARD	Hayır (No)	Yönetim kurulu üyesi (Board member)
Aday Gösterme Komitesi (Nomination Committee)	-	JEAN-MICHEL VERNHES	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	PHILIPPE BONNAVE	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	NURGÜN EYÜBOĞLU	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	ALİ HAYDAR KURTDARCAN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	ANTOINE CROMBEZ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	XAVIER HÜRSTEL	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	JEROME CALVET	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	ELSA PEKMEZ ATAN	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	NAZAN SOMER ÖZELGİN	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	FRANCK MEREYDE	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	BESİM MERİÇ	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)

4.5. Board Committees-II
Specify where the activities of the audit committee are presented in your annual report or website (Page number or section name in the annual report/website)	Annual Report, Operating Principles of the Committees
Specify where the activities of the corporate governance committee are presented in your annual report or website (Page number or section name in the annual report/website)	Annual Report, Operating Principles of the Committees
Specify where the activities of the nomination committee are presented in your annual report or website (Page number or section name in the annual report/website)	Annual Report, Operating Principles of the Committees
Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)	Annual Report, Operating Principles of the Committees
Specify where the activities of the remuneration committee are presented in your annual report or website (Page number or section name in the annual report/website)	The Company has not established a Remuneration (Compensation) Committee. The duties of Remuneration Committee are executed by the Corporate Governance Committee.

4.6. Financial Rights
Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)	Annual Report, Guidance and Realization
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	ir.tav.aero/Corporate Governance/Our Company's Policy/Remuneration Policy
Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)	Annual Report, Financial Benefits Provided to the Members of the Board of Directors and Senior Management

Composition of Board Committees-II

Names Of The Board Committees	Name Of Committees Defined As "Other" In The First Column	The Percentage Of Non-executive Directors	The Percentage Of Independent Directors In The Committee	The Number Of Meetings Held In Person	The Number Of Reports On Its Activities Submitted To The Board
Denetim Komitesi (Audit Committee)	-	100%	100%	5	5
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	50%	50%	5	5
Aday Gösterme Komitesi (Nomination Committee)	-	100%	33%	2	2
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	33%	9	9