KAP

PEGASUS HAVA TAŞIMACILIĞI A.Ş.

PGSUS

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	In 2024, Pegasus attended 9 investor conferences, including videoconferences in and outside of Turkey, held more than 300 investor meetings and 4 investor webcasts relating to financial statements.

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)	Covered in the General Assembly Information Documehttps://www.kap.org.tr/en/Bildirim/1255142
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	General Assembly documents were made available simultaneously in English and Turkish.
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	No transaction falling in the scope of this principle occurred in 2024.
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)	No transaction falling in the scope of this principle occurred in 2024.
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)	No transaction falling in the scope of this principle occurred in 2024.
The name of the section on the corporate website that demonstrates the donation policy of the company	Pegasus Investor Relations Website / 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/1129694
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Pegasus Articles of Association 17/1/e
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Company employees attended the Meeting as observers.

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	%52,81

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	Pegasus Investor Relations Website / 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.	5. In respect of the fifth agenda item, it was noted that the "Pegasus Dividend Policy", had been submitted for the information of the shareholders. It was further noted that according to the dividend distribution chart submitted to the attention of the shareholders by the resolution of the Board of Directors dated March 4, 2024, according to the Company accounts based on Turkish Financial Reporting Standards and based on statutory records prepared in accordance with the Turkish Tax Procedure Law No. 213, the Company has no distributable profit for the year 2023 due to loss for the period based on statutory records prior to inflation adjustment. There were no further comments. Utilization of the profit for the period as proposed by the Board of Directors, and the absence of any distributable profit for the period, in line with the Company?s Articles of Association and the ?Pegasus Dividend Policy? was approved by the majority of the shareholders attending the Meeting, with TL 66,173,063 shares voting in favor and TL 96 shares voting against.
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/1263631

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
28/03/2024	0	%64,69	%0,01	%64,68	http://www.pegasusinvestorrelations.com/en/corporate-governance/general-assembly	http://www.pegasusinvestorrelations.com/en/corporate-governance/general-assembly	11	153	https://www.kap.org.tr/en/Bildirim/1255142

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Trade Registry Information: Pegasus Investor Relations Website / About Pegasus / Corporate Information / Trade Registry Information; Capital and Shareholding Structure: Pegasus Investor Relations Website / About Pegasus / Corporate Information / Capital and Shareholding Structure; Management and Organization Structure: Pegasus Investor Relations Website / Corporate Governance / Management and Organization; Articles of Association: Pegasus Investor Relations Website / Corporate Governance / Articles of Association; Information on Amendments to the Articles of Association: Pegasus Investor Relations Website / Corporate Governance / Trade Registry Information on Amendments; Information on (the absence of) Privileged Shares: Pegasus Investor Relations Website / Corporate Governance / Privileged Shares; A link has been provided to the Public Disclosure Platform for all material event disclosures published by Pegasus on the Pegasus Investor Relations Website: Pegasus Investor Relations Website / Corporate Governance / Material Event Disclosures; Financial Reports and Activity Reports: Pegasus Investor Relations Website / Operational and Financial Information; Prospectus and Similar Documents: Pegasus Investor Relations Website / Corporate Governance / IPO Prospectus & IzAir Merger; General Assembly Information: Pegasus Investor Relations Website / Corporate Governance / General Assembly; Board Policies: Pegasus Investor Relations Website / Corporate Governance / Policies; FAQ: Pegasus Investor Relations Website / About Pegasus / FAQ
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.	Pegasus Investor Relations Website / About Pegasus / Corporate Information / Capital and 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	ANNEX-2: INFORMATION ON DUTIES ASSUMED ELSEWHERE BY PEGASUS BOARD MEMBERS IN 2024; ANNEX-3: INDEPENDENCE STATEMENTS
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	1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND BOARD 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	1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND BOARD 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	4/G -IMPORTANT LEGISLATIVE AND REGULATORY CHANGES THAT MAY HAVE MATERIAL IMPACT ON THE COMPANY'S OPERATIONS
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	4/H - LAWSUITS FILED AGAINST PEGASUS WITH A POTENTIAL TO AFFECT THE COMPANY'S FINANCIAL STATUS AND OPERATIONS AND POSSIBLE OUTCOME OF DISPUTES
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	1/G - INFORMATION ON TRANSACTIONS BETWEEN PEGASUS AND BOARD MEMBERS, COMPETING BUSINESS ACTIVITIES OF BOARD MEMBERS AND CONFLICT OF INTEREST REGARDING INVESTMENT ADVICE, RATING AND SIMILAR SERVICES PROCURED BY PEGASUS
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%	4/D - INFORMATION ON DIRECT AND INDIRECT INVESTMENTS BY PEGASUS IN OTHER VENTURES
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	7/A - STAKEHOLDER INITIATIVES

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Pegasus Investor Relations Website / Corporate Governance / Policies
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)	Group Head of Internal Audit & Integrated Systems Management & Business Excellence on behalf of Pegasus Ethics Committee
The contact detail of the company alert mechanism	https://www.pegasusinvestorrelations.com/medium/image/pegasus-ethical-behavior-guide_1196/view.aspx

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	https://www.pegasusinvestorrelations.com/en/operational-information/annual-reports
Corporate bodies where employees are actually represented	Employee representative, who is authorized and responsible for participating in workplance health and safety studies, for reviewing works, requesting actions, proposing actions and similar matters, is a member of the Company Workpace Health and Safety Board.

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	Pegasus manages succession planning for key positions under the auspices of the Corporate Governance Committee and the Board of Directors.
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.	https://www.pegasusinvestorrelations.com/en/operational-information/annual-reports
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.	https://www.pegasusinvestorrelations.com/en/operational-information/annual-reports
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	Pegasus Investor Relations Website / Corporate Governance / Policies / Pegasus Ethical Behavior Guide - Summary
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.	https://www.pegasusinvestorrelations.com/en/corporate-governance/sustainability
Any measures combating any kind of corruption including embezzlement and bribery	https://www.pegasusinvestorrelations.com/medium/image/anti-corruption-and-anti-bribery-policy_1268/view.aspx

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	15.09.2022
Whether the board evaluation was externally facilitated	Evet (Yes)
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	Our Board of Directors designated Mehmet Tevfik NANE, Chairperson and Ali İsmail SABANCI, Board Member, as two members authorized to exercise signatory powers.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	12
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	4/C- EVALUATION OF INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS
Name of the Chairman	Mehmet Tevfik NANE
Name of the CEO	Güliz ÖZTÜRK
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/1323132
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Pegasus Investor Relations Website / Corporate Governance / Policies
The number and ratio of female directors within the Board of Directors	Number: 2; Ratio: 25%

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
MEHMET TEVFİK NANE		Male	Chairman of the Board	Manager	31/03/2022	Executive	CEO, Vice-Chairperson of the Board	Pegasus Havacılık Teknolojileri A.Ş. & Pegasus Uçuş Eğitim Merkezi A.Ş. BoD Chairperson	Yes	0	-	Dependent Member	-	Not Considered	No	Technology Committee Member
ALİ İSMAİL SABANCI		Male	Member of the Board	Businessman / Businesswoman	26/01/2005	Executive	Chairperson of the Board	Board duties at Esas Holding, Esas Group Companies and other companies	No	0.61	-	Dependent Member	-	Not Considered	No	None
MEHMET CEM KOZLU		Male	Member of the Board	Manager	02/04/2013	Non-Executive	Independent Board Member, Audit Committee Chairperson, Safety Committee Member	Board member and consultant at non-group companies	No	0	-	Dependent Member	-	Not Considered	No	Corporate Governance Committee Member
HATİCE ZEYNEP BODUR OKYAY		Female	Member of the Board	Engineer	14/07/2016	Non-Executive	Independent Board Member, Audit Committee Chair	Kale Group President & CEO	No	0	-	Dependent Member	-	Not Considered	No	Risk Committee Member
STEPHEN MARK GRIFFITHS	-	Male	Member of the Board	Engineer	11/11/2016	Non-Executive	Independent Board Member	East Midlans Airport Managing Director and Group Operational Transformation Director	No	0	-	Dependent Member	-	Not Considered	No	Corporate Governance Committee Member
AGAH UĞUR		Male	Member of the Board	Industrial Engineer	29/08/2019	Non-Executive	Board Member, Risk Committee Chair	Board Member in Various Companies	Yes	0	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1129694	Considered	No	Audit Committee Chairperson and Risk Committee Member
DAVİD FLORENZ ALEXANDER VİSMANS	-	Male	Member of the Board	Engineer	31/01/2022	Non-Executive	Yönetim Kurulu Üyesi	Supervisory/Advisory Board Memberships in several companies operating outside of Türkiye	No	0	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1129694	Considered	No	Risk Committee Chairperson and Technology Committee Member
AYŞEGÜL İLDENİZ		Female	Member of the Board	Manager	16/09/2022	Non-Executive	Yönetim Kurulu Üyesi	Board Member at Vestel Group Companies and Doğan Holding	No	0	-	Independent Member	https://www.kap.org.tr/en/Bildirim/1129694	Considered	No	Corporate Governance Committee Chairperson and Technology Committee Member

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	4
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	1 Week
The name of the section on the corporate website that demonstrates information about the board charter	https://www.pegasusinvestorrelations.com/en/corporate-governance/management-structure/bylaws-of-the-board-of-directors
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	No Maxium Threshold Applies

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	1/H: WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/en/Bildirim/724163; https://www.kap.org.tr/en/Bildirim/1129698

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)	-	Agah UĞUR	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Ayşegül İLDENİZ	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	David F. A. VISMANS	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	H. Zeynep Bodur OKYAY	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Agah UĞUR	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Mustafa TERCAN	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ayşegül İLDENİZ	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	M. Cem KOZLU	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Stephen M. GRIFFITHS	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Ömer L. ÖMERBAŞ	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Diğer (Other)	Technology Committee	Mehmet T. NANE	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Technology Committee	David F. A. VISMANS	Hayır (No)	Yönetim kurulu üyesi (Board member)
Diğer (Other)	Technology Committee	Ayşegül İLDENİZ	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)	1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND 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)	1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND 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)	1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND BOARD 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)	1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES AND 6/B - INFORMATION ON THE WORK AND REPORTING OF THE COMMITTTEE ON THE EARLY DETECTION OF RISKS
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)	1/H - WORKING PRINCIPLES OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES

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)	4/J- EVALUATION OF FULFILMENT OF TARGETS SET OUT BY THE COMPANY, FULFILMENT OF SHAREHOLDER DECISIONS ADOPTED AT THE GENERAL ASSEMBLY MEETING, EXPLANATIONS ON ANY FAILURE TO MEET THE FOREGOING
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Pegasus Investor Relations Website / Corporate Governance / Pegasus Compensation and Indemnity Policy & Pegasus Investor Relations Website / Corporate Governance / General Assemlby / General Assembly Information Document
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)	2- FINANCIAL BENEFITS PROVIDED TO BOARD MEMBERS 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%	4	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	75%	50%	4	10
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	75%	25%	4	4
Diğer (Other)	Technology Committee	66%	66%	2	2