KAP

TÜRK HAVA YOLLARI A.O.

THYAO

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	Our Company has participated in 11 investor conferences and roadshows in Türkiye and abroad, conducted 112 investor meetings with 129 institutions, and organized 4 teleconferences on the financial results.

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/1277722
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Yes
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	There are no non-unanimous transactions.
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)	https://www.kap.org.tr/en/Bildirim/1266724
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	Investor Relations / Corporate Governance / 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/1290902
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	There is no provision in the articles of Company regarding the participation of stakeholders in the General Shreholders' Meeting.
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	The General Assembly was open to the public, including the stakeholders and the media.

1.4. Voting Rights
Whether the shares of the company have differential voting rights	Evet (Yes)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.	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. Group C share belongs to the The Republic of Turkey Ministry of Treasury and Finance Privatization Administration and privilages granted to Group C share are defined in the Articles of Association of the Company.
The percentage of ownership of the largest shareholder	%49,12

1.5. Minority Rights
Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association	Evet (Yes)
If yes, specify the relevant provision of the articles of association.	Article 10

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	Investor Relations / Corporate Governance / 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.	In accordance with the provisions of the Turkish Commercial Code and the Capital Markets Board Communiqué No. II-14.1, the consolidated financial statements for the fiscal period from January 1, 2023, to December 31, 2023, prepared in accordance with the Turkish Accounting Standards/Turkish Financial Reporting Standards (TMS/TFRS) and audited by PwC BAĞIMSIZ DENETİM ve SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş., indicate a net profit of TL 162,998,000,000 TL (one hundred sixty-two billion nine hundred ninety-eight million Turkish Liras). Pursuant to the provisional Article 33 of the Tax Procedure Law, inflation accounting was applied in the records based on the Tax Procedure Law (VUK) as of December 31, 2023. Before the application of inflation accounting, the legal records (records kept according to the Tax Procedure Law) show a net profit of TL 11,884,059,676 (eleven billion eight hundred eighty-four million fifty-nine thousand six hundred seventy-six Turkish Liras) and previous years' losses of TL 41,585,120,658 (forty-one billion five hundred eightyfive million one hundred twenty thousand six hundred fifty-eight Turkish Liras). According to the Capital Markets Board's decision dated March 7, 2024, and numbered 14/382, for comparison purposes in the profit distribution table, the unadjusted period profit and previous years' losses should be used for the 2023 legal records. Since the period net profit in our legal records before the application of inflation accounting is lower than the previous years' losses, there is no profit available for distribution in the legal records. Furthermore, the same decision requires that the offsetting of the index differences resulting from the inflation adjustments in both the TMS/TFRS and VUK-based financial statements be submitted to the General Assembly. Since our Company's TMS/TFRS financial statements are prepared in USD, inflation accounting has not been applied in these statements. In the VUK records, no offsetting has been carried out in the equity accounts. Due to the above-mentioned Board decision, since there are no distributable resources available in the legal records for profit distribution, it is deemed appropriate to transfer the net period profit of TL 162,998,000,000 (one hundred sixty-two billion nine hundred ninety-eight million Turkish Liras), obtained according to the financial statements prepared in accordance with the Turkish Accounting Standards/Turkish Financial Reporting Standards (TMS/TFRS), to previous years' profits. The Board of Directors' proposal regarding the 2023 Profit Distribution, announced on April 3, 2024, through the Public Disclosure Platform, and the accompanying Profit Distribution Table are hereby submitted for the approval of the General Assembly.
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/1290902

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
24/05/2024	0	%59,24	%49,19	%10,05	Investor Relations / Corporate Governance / General Assembly / 2024	Investor Relations / Corporate Governance / General Assembly / 2024	There is not any relevant item or paragraph of General Shareholders' Meeting minutes in relation to related party transactions.	216	https://www.kap.org.tr/tr/Bildirim/1290902

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Investor Relations
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.	Investor Relations / Turkish Airlines / Shareholding Structure
List of languages for which the website is available	Turkish - 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 and Committees - Statements of Independency
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	Board of Directors and 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 and Committees
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	Other Information
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	Other Information
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	Other Information
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%	Field of Activity, Capital Structure and Subsidiaries
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	Human Resources - Human Resources Policy - Corporate Social Responsibility

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	There is not any section related to this.
The number of definitive convictions the company was subject to in relation to breach of employee rights	-
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	Chairperson of the Ethics Committee
The contact detail of the company alert mechanism	Phone Number: (+90) 850 281 5088 Web Site: www.tkethics.com E-mail: tkethics@kpmg.com.tr

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	There is not any section related to this.
Corporate bodies where employees are actually represented	Hava - İş Sendikası

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	Board of Directors developing and ensuring necessary succession plan.
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.	Corporate / Career / Informing the Applicant, Corporate / Our Policy, Investor Relations / Corporate Governance / Sustainability / Code of Business Conduct and Ethics
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.	Corporate / Our Policy, Investor Relations / Corporate Governance / Sustainability / Code of Business Conduct and Ethics
The number of definitive convictions the company is subject to in relation to health and safety measures	-

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Corporate / Our Policy, Investor Relations / Corporate Governance / Sustainability / Code of Business Conduct and Ethics
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.	Corporate / Our Policy, Investor Relations / Corporate Governance / Sustainability / Environmental Policy
Any measures combating any kind of corruption including embezzlement and bribery	The Code of Business Conduct and Ethics Manual Rules includes provisions related to bribery and corruption. Furthermore, the Company has an internal control mechanism.

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	There is no board evaluation.
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	There is no delegation.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	109
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 and Internal Control Mechanism
Name of the Chairman	Prof. Ahmet Bolat
Name of the CEO	Bilal Ekşi
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	The Company has executive liability insurance covering the damages that might be caused by the actions of board members during their tenure, with the coverage not exceeding 25% of the capital. The insurance coverage amounts to 10 Million US Dollars.
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	-
The number and ratio of female directors within the Board of Directors	1 - 11,1%

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
AHMET BOLAT		Male	Chairman of the Board	Industrial Engineer	27/01/2022	Non-Executive	Chairman of the Board of Directors and the Executive Committee, Chief Investment & Technology Officer	Chairman of the Board at Turkish Technic Inc., Chairman of the Board at SunExpress Aviation Inc., Chairman of the Board at AJET Air Transportation Inc., Chairman of the Board at THY Gayrimenkul Yatırım Hizmetleri A.Ş., Chairman of the Board at THY Spor A.Ş.	No	0	C	Dependent Member				Chairman of the Executive Committee
ŞEKİB AVDAGİÇ		Male	Deputy Chairman of the Board	Mechanical Engineer	27/01/2022	Non-Executive	Deputy Chairman of the Board of Directors, Deputy Chairman of the Executive Committee, Independent Member of the Board, Member of the Executive Committee, Chairman of the Audit Committee, Member of the Early Identification of Risks Committee	Chairman of the Board at İstanbul Chamber of Commerce, Vice President of Danube Chambers of Commerce Federation, Chairman of the Board at Commercialization Center of Istanbul, Chairman of the Board at Istanbul Chamber of Commerce Education and Social Services Foundation, Chairman of the Board at The Tourism Development and Education Foundation, President of The Istanbul Convention & Visitors Bureau, Chairman of the Board at Istanbul World Trade Center, Deputy Chairman of the Board at Teknopark Istanbul, Member of the Board at Foreign Economic Relations Board, Member of the Board at Istanbul Development Agency, Member of the Board at Association of Automotive Parts and Components Manufacturers, Member of the Board of Trustees at International University of Sarajevo, Member of the Board of Trustees at The Prof. Fuat Sezgin Research Foundation for the History of Science in Islam, Member of the Board of Trustees at Istanbul Technical University Development Foundation, Member of the Advisory Board at Istanbul Technical University, Member of the YÖK (Council of Higher Education)- University and Industrial Cooperation Commission, Vice President of The Union of Chambers And Commodity Exchanges of Türkiye, Chairman of Service Exporters Association	Yes	0	A	Independent Member	https://www.kap.org.tr/tr/Bildirim/1001428	Considered	No	Deputy Chairman of the Executive Committee, Chairman of the Audit Committee, Member of the Early Identification of Risks Committee
BİLAL EKŞİ		Male	Member of the Board	Electronics Engineer	21/10/2016	Executive	CEO, Member of the Board, Deputy Chairman of the Board, Deputy Chairman of the Executive Committee	Chairman of the Board at Turkish Fuel Services Inc., Chairman of the Board at Turkish Cabin Interior Systems Inc., Member of the Board of Managers at TEC Ltd., Deputy Chairman of Board at THY Gayrimenkul Yatırım Hizmetleri A.Ş., Chairman of the Board at TR Airworthiness Certification Services Inc.	No	0	A	Dependent Member
MURAT ŞEKER		Male	Member of the Board	Economist	26/03/2021	Executive	Chief Financial Officer, Member of the Board, Member of the Executive Committee	Deputy Chairman of Board at Turkish Technic Inc., Member of the Board at SunExpress Aviation Inc., Member of the Board of Trustees at Ibn Haldun University	Yes	0	A	Dependent Member				Member of the Executive Committee
MELİH ŞÜKRÜ ECERTAŞ		Male	Member of the Board	Manager	31/03/2020	Non-Executive	Independent Member of the Board, Member of the Executive Committee, Chairman of the Early Identification of Risks Committee, Member of the Audit Committee	Member of the Board at Eurasia Invest A.Ş.	No	0	A	Independent Member	https://www.kap.org.tr/tr/Bildirim/914362	Considered	No	Member of the Executive Committee, Chairman of the Early Identification of Risks Committee, Member of the Audit Committee,
RAMAZAN SARI		Male	Member of the Board	Pilot	25/07/2023	Executive	Member of the Board of Directors and the Executive Committee, Member of the Corporate Governance Committee, Senior Vice President of General Aviation VIP Aircraft Operations, Senior Vice President of Flight Operations, Captain Pilot	-	No	0	A	Dependent Member				Member of the Corporate Governance Committee, Member of the Executive Committee
MECİT EŞ		Male	Member of the Board	Academician	29/03/2013	Non-Executive	Deputy Chairman of the Board of Directors, Deputy Chairman of the Executive Committee	Faculty Member of Business Administration Department at Istanbul Commerce University	No	0	A	Dependent Member
HÜSEYİN KESKİN		Male	Member of the Board	Manager	25/07/2023	Non-Executive	Member of the Board of Directors	Member of the Board of Directors at Airports Council International Europe (ACI Europe)	No	0	A	Dependent Member
FATMANUR ALTUN		Female	Member of the Board	Academician	04/05/2018	Non-Executive	Independent Member of the Board, Chairman of the Corporate Governance Committee	Member of the Board at Marmara University Center for Women Studies (ESKAR)	No	0	A	Independent Member	https://www.kap.org.tr/tr/Bildirim/914362	Considered	No	Chairman of the Corporate Governance Committee

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	75
Director average attendance rate at board meetings	%100
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	3
The name of the section on the corporate website that demonstrates information about the board charter	Investor Relations / Corporate Governance / Articles of Association
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	There is not any policy related to this.

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Board of Directors and Committees
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/354773

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
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Assoc. Prof. Fatmanur Altun	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ramazan Sarı	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet Fatih Korkmaz	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Denetim Komitesi (Audit Committee)	-	Şekib Avdagiç	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Dr. Melih Şükrü Ecertaş	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Dr. Melih Şükrü Ecertaş	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Şekib Avdagiç	Hayır (No)	Yönetim kurulu üyesi (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)	Assessment of the Board of Directors on the Effectiveness of Board 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)	Assessment of the Board of Directors on the Effectiveness of Board 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)	There is not a nomination committee within the Company. The activities of the nomination committee are carried out by the corporate governance committee.
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)	Assessment of the Board of Directors on the Effectiveness of Board 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)	There is not a remuneration committee within the Company. The activities of the remuneration committee are carried out 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)	Industry Developments - Assessment of the Board of Directors on 2024 Results
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations / Corporate Governance / Policies
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)	Financial Rights

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
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	33.3%	33.3%	1	1
Denetim Komitesi (Audit Committee)	-	100%	100%	7	7
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	100%	100%	6	6