Türk Hava Yollari Anonim Ortakligi : General Assembly Minutes of the Meeting - 25.07.2023

Disclaimer:This English release is provided for information purposes only; reliance should only be placed for all statutory and regulatory and other purposes on the original Turkish language version alone.

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MINUTES OF THE 2022 ORDINARY GENERAL ASSEMBLY MEETING

OF TÜRK HAVA YOLLARI ANONİM ORTAKLIĞI

HELD ON 25.07.2023

Ordinary General Assembly Meeting of Türk Hava Yolları Anonim Ortaklığı was held on 25.07.2023 Tuesday at 2 p.m. at its Headquarter, at the General Management Building VIP Meeting Hall located at Yeşilköy Mahallesi, Havaalanı Cad. No:3/1 Bakırköy, Istanbul under the supervision of Ministry Representative Ms. Ayten KURŞUN that was appointed by the letter of The City Directorate of the Ministry of Trade dated 21.07.2023 and numbered E-90726394-431.03-00087396400.

Ministry Representative Ms. Ayten KURŞUN confirmed that the requirements and procedures for the meeting were completed in accordance with the law and the articles of association before the opening of the meeting.

It was understood that the invitation for the meeting was announced in accordance with the Turkish Commercial Code ("TCC"), Capital Markets Board ("CMB"), and the Corporation's Articles of Association; including the agenda and the proxy form. The announcement was made in the issue no. 10860 of the Turkish Trade Registry Gazette, dated 26.06.2023, and in the Central Securities Depository's ("MKK") electronic general assembly system ("EGKS"), and it was also notified on time by being announced on the Public Disclosure Platform on 23.06.2023 and on the Corporation's website.

A moment of silence was observed in respect. Following this, the National Anthem was

sung.

It was established that Mr. Ahmet BOLAT, Mr. Bilal EKŞİ, Mr. Mecit EŞ, Mr. Orhan BİRDAL, Mr. Mehmet KADAİFÇİLER, Mr. Murat ŞEKER, Mr. Şekib AVDAGİÇ, Ms. Fatmanur ALTUN and Mr. Melih Şükrü ECERTAŞ, altogether 9 current members of the Board of Directors who are serving at the Corporation, and Mr. Baki ERDAL, representing the independent audit firm PwC BAĞIMSIZ DENETİM ve SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş., were present at the meeting.

Before proceeding to the agenda items, the Chairman of the Board of Directors, Mr. Ahmet BOLAT, shared remarks for the year 2022.

Reserving the regulations provided in the law and the articles of association related to voting in EGKS, in accordance with the Internal Directive on the Corporation's General Assembly Working Procedure and Principles, it was presented to the shareholders participating in the meeting that the votes on the matters discussed in the meeting would be used by clearly stating the names and surnames of the shareholders attending the meeting physically and by raising hands or standing up or separately saying "ACCEPT" or "REJECT". Those not raising their hands, not standing up, or not declaring in any way, or expressing abstention, would be considered as having voted "REJECT".

Information was given regarding expressing opinions and voting procedures via EGKS for shareholders participating electronically.

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Disclaimer:This English release is provided for information purposes only; reliance should only be placed for all statutory and regulatory and other purposes on the original Turkish language version alone.

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Furthermore, for the healthy conduct of general assembly deliberations, it was presented to the shareholders that in accordance with the Corporation's Internal Directive on General Assembly Working Procedure and Principles and relevant legislation, only questions related to the agenda can be asked during discussions of the relevant agenda item, questions not directly related to the relevant agenda item will be taken during the discussion of agenda item 14 of the meeting, in accordance with Article 1.3.5 of the Capital Markets Board's Corporate Governance Communique no. II-17.1 which the Corporation is also subject to. It was also stated that in case the asked question is not related to the agenda or is too comprehensive to be immediately answered, the asked questions may be answered in writing by the Investor Relations Department within 15 days at the latest, and all questions and answers will be announced from the Investor Relationspage of the Corporation within 30 days.

From the examination of the Attendance List, it was seen that out of a total of 138,000,000,000 shares corresponding to the total paid-in capital of TL 1,380,000,000 of the Corporation, 87,650,306,437.1 shares corresponding to TL 876,503,064.371 capital were represented by proxy and 72.902.830,3 shares corresponding to TL 729,028.303 capital were present in person, representing a total of 87.723,209,267.4 shares corresponding to TL 877,232,092.674 capital, thus it was seen that the minimum quorum required by the law and the Articles of Association was present.

The meeting was opened simultaneously physically and electronically in accordance with the TCC and CMB by the Chairman of the Board of Directors, Mr. Ahmet BOLAT. The discussion of the meeting agenda in the General Assembly was proceeded with.

1- Discussion began on the 1st item of the agenda, titled "Opening statement and appointment of the Board of Assembly".

A proposal submitted by the Türkiye Wealth Fund Management A.Ş. on behalf of the Türkiye Wealth Fund for the selection of Mr. Ahmet BOLAT, the Chairman of the Board of Directors, as the Chairman of the Meeting was read.

The proposal was submitted to vote both physically and electronically.As a result of the voting, Mr. Ahmet BOLAT was elected as the Chairman of the Meeting by majority vote with TL 877,191,287.527 AFFIRMATİVE votes against TL 2,020,147 NEGATIVE votes.

In accordance with Article 419 of the Turkish Commercial Code, Chairman of the Meeting Mr. Ahmet BOLAT appointed Mr. Berkant KOLCU as the secretary, thus forming the Presidency of the Meeting.

2- Discussion began on the 2nd item of the agenda, titled "Review, discussion and approval of the Board of Directors' Annual Report relating to fiscal year 2022".

A proposal was submitted by the Türkiye Wealth Fund Management A.Ş. on behalf of the Türkiye Wealth Fund stating that the 2022 Board of Directors Activity Report was presented for the information of the shareholders at the Corporation's headquarters, the Investor Relationswebsite of the Corporation, the Public Disclosure Platform, EGKS, and files were

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Disclaimer:This English release is provided for information purposes only; reliance should only be placed for all statutory and regulatory and other purposes on the original Turkish language version alone.

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in place in the meeting hall for physically participating shareholders. It was proposed that the report be considered as read.

The Chairman of the Meeting announced that the proposal would be added as a sub-agenda item.

The proposal was added as a sub-agenda item in EGKS.

The proposal was submitted to vote both physically and electronically.

As a result of the voting, the proposal was accepted by the majority vote with TL 875,282,013,674 AFFIRMATIVE votes against TL 1,911,294 NEGATIVE votes and, thus deciding to consider the Board of Directors' activity report as read.

The 2022 Board of Directors Activity Report was opened for discussion.

Some of the questions asked by the shareholders present in the meeting hall were answered during the meeting by the Chairman of the Meeting and Chief Financial Officer Murat ŞEKER, while some will be answered in writing. All questions asked during the General Assembly meeting and the answers to these questions will be announced to the public on the Company's website within 30 days following the date of the General Assembly, in accordance with the 1.3.5 numbered principle of the Corporate Governance Communiqué numbered II- 17.1 of the Capital Markets Board.

The 2022 Board of Directors Activity Report was submitted to vote both physically and electronically. As a result of the voting, the 2022 Board of Directors Activity Report was accepted by majority vote with TL 875,280,003,527 AFFIRMATIVE votes against TL 1,913,304,147 NEGATIVE votes.

3- Discussion began on the 3rd item of the agenda, titled "Review of the Independent Audit and Group Auditor Report of the fiscal year 2022".

A proposal was submitted by the Türkiye Wealth Fund Management A.Ş. on behalf of the Türkiye Wealth Fund stating that the independent auditor's report, which was prepared by the independent auditor in accordance with the TCC and CMB legislation, and which was annexed to the Board of Directors Activity Report, was presented for the information of the shareholders at the Corporation's headquarters, the Investor Relationswebsite of the Corporation, the Public Disclosure Platform, EGKS, and files kept in the meeting hall for physical participating shareholders. It was proposed that the opinion part of the independent auditor's report be read and the remaining part be considered as read.

The Chairman of the Meeting announced that the proposal would be added as a sub-agenda item.

The proposal was added as a sub-agenda item in EGKS.

The proposal was submitted to vote both physically and electronically.

As a result of the voting, the proposal was accepted by the majority vote with TL 875,280,003,527 AFFIRMATIVE votes against TL 1,913,304,147 NEGATIVE votes and, thus

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Disclaimer:This English release is provided for information purposes only; reliance should only be placed for all statutory and regulatory and other purposes on the original Turkish language version alone.

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deciding to read the opinion part of the independent auditor's report and consider the remaining part as read.

Ms. Kübra KARADEMİR was given the floor to read the opinion part of the 2022 Audit Report of the Auditor and the Group Auditor. Chairman of the Meeting Mr. Ahmet BOLAT took the floor and stated that this agenda item was for information purposes only and that there would be no voting for the Independent Auditor's Report.

4- Discussion began on the 4th item of the agenda, titled " Review, discussion and approval of the Financial Results relating to the fiscal year 2022".

A proposal was submitted by the Türkiye Wealth Fund Management A.Ş. on behalf of the Türkiye Wealth Fund stating that the consolidated balance sheet and income statements prepared according to the independent audited consolidated financial statements prepared in line with the provisions of the Capital Markets Board's ("CMB") Communiqué II-14.1 on "Principles Regarding Financial Reporting in Capital Markets" as a result of the activities carried out by the Corporation between January 1st 2022 - December 31st 2022 were presented for the information of the shareholders at the Corporation's headquarters, the Investor Relationswebsite of the Corporation, the Public Disclosure Platform, EGKS, and files kept in the meeting hall for physical participating shareholders. It was proposed that the main figures in the balance sheet and income statement be read and the remaining parts be

considered

as

read.

The Chairman of the Meeting announced that the proposal would be added as a sub-agenda item.

The proposal was added as a sub-agenda item in EGKS.

The proposal was submitted to vote both physically and electronically. As a result of the voting, the proposal was accepted by the majority vote with TL 875,282,013,674 AFFIRMATIVE votes against TL 1,911,294 NEGATIVE votes and, thus deciding to read the main figures of the financial statements and consider the remaining parts as read.

In this context, Mr. Ahmet BOLAT, the Chairman of the Meeting, took the floor and informed the General Assembly as follows: "According to the consolidated financial statements for the accounting period 01.01.2022 - 31.12.2022, which were prepared in accordance with the Turkish Commercial Code and the Capital Markets Board regulations in line with the Turkish Accounting / Turkish Financial Reporting Standards (TAS/TFRS) and audited by PwC BAĞIMSIZ DENETİM ve SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. our company has a net period profit of TL 47,432,000,000, whereas the legal records (records kept according to the Tax Procedure Law) show a net period profit of TL 21,651,606,080. In addition, there are past years' losses of TL 63,236,726,739 in the legal records."

The consolidated financial statements for 2022 were opened for discussion.

Some of the questions and requests posed by the shareholders present in the meeting hall were answered during the meeting by the Meeting Chair and Chief Financial Officer Murat ŞEKER, while some will be answered in writing. As per principle 1.3.5 of the Corporate

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Disclaimer:This English release is provided for information purposes only; reliance should only be placed for all statutory and regulatory and other purposes on the original Turkish language version alone.

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Governance Communique No II-17.1 of the Capital Market Board, all questions asked during the General Assembly meeting and the answers given to these questions will be announced to the public on the Company's website within 30 days following the date of the General Assembly.

The approval of the consolidated financial statements for the year 2022 was was submitted to vote both physically and electronically.

As a result of the voting, the consolidated financial statements were accepted by majority vote with TL 875,280,003,527 AFFIRMATIVE votes against TL 1,913,304,147 NEGATIVE votes.

5- Discussion began on the 5th item of the agenda, titled "Release of the Board of Directors on financial and operational activities relating to fiscal year 2022".

A proposal was submitted stating that the activities and accounts of the Board Members for the year 2022 were presented to the General Assembly and it was proposed that they be released for this period.

The proposal was submitted to vote both physically and electronically. As a result of the voting, the Members of the Board of Directors were acquitted for their activities in 2022 by the majority vote with TL 852,817,855.527 AFFIRMATIVE votes against TL 24,375,452.147 NEGATIVE votes.

6- Discussion began on the 6th item of the agenda, titled " Discussion and approval of the Board of Directors' proposal for profit distribution for the fiscal year 2022".

Chairman Mr. Ahmet BOLAT took the floor and read the Board of Directors' dividend distribution proposal for the fiscal year 2022. Accordingly; "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 01.01.2022 - 31.12.2022 audited by PwC INDEPENDENT AUDIT and CERTIFIED PUBLIC ACCOUNTANT FINANCIAL CONSULTANCY INC, indicate a net period profit of TL 47,432,000,000 (forty-sevenbillion four hundred and thirty-twomillion Turkish Liras). However, the legal records (records kept according to the Tax Procedure Law) show a net period profit of TL 21,651,606,080 (twenty-onebillion six hundred and fifty-onemillion six hundred and six thousand eighty Turkish Liras). Additionally, the legal records show a previous years' loss of TL 63,236,726,739 (sixty-threebillion two hundred and thirty- six million seven hundred and twenty-sixthousand seven hundred and thirty-nineTurkish Liras). Our corporation does not have a source for dividend distribution in the legal records after the transfer of the net period profit in the legal records to previous years' losses. Therefore, it is appropriate to transfer the net period profit of TL 47,432,000,000 (forty-sevenbillion four hundred and thirty-twomillion Turkish Liras) obtained according to the financial statements prepared in compliance with Turkish Accounting / Turkish Financial Reporting Standards (TAS/TFRS) to the previous years' profits. The Board of Directors' proposal regarding the Profit Distribution for 2022, which was announced via the Public Disclosure Platform on March 1, 2023, and the attached Profit Distribution Table are presented for the approval of the General Assembly."

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