MINUTES OF THE 2024 ORDINARY GENERAL ASSEMBLY MEETING OF TURKISH AIRLINES INC. HELD ON 21 MAY 2025 REGARDING THE ACCOUNTS AND ACTIVITIES FOR THE YEAR 2024
THY 2024 General Assembly – Financial Reports, Dividend Distribution, and New Board Members
- THY 2024 General Assembly: TRY 113 Billion Profit, TRY 9.5 Billion Dividend Distribution
- Key Resolutions Announced at Turkish Airlines General Assembly
- New Management Team at THY: 2025 Plans Revealed
- THY 2024 Balance Sheet: 68% Gain via Share Buyback
- Dividend Distribution, Articles of Association Amendments, and New Appointments Discussed at the General Assembly
Turkish Airlines Inc. (THY) successfully held its Ordinary General Assembly Meeting on Wednesday, 21 May 2025, concerning its 2024 operations. The meeting was conducted both physically and electronically at the VIP Meeting Hall of the General Management Building in Yeşilköy, Istanbul.
The meeting was held under the supervision of Ministry Representative Ms. Senem Ersöz, appointed by the Istanbul Provincial Directorate of the Ministry of Trade, and was conducted in accordance with the Turkish Commercial Code (TCC), Capital Markets Legislation, and the Company’s Articles of Association. The invitation for the General Assembly was published within the legal time frame in the Turkish Trade Registry Gazette, Public Disclosure Platform (KAP), the company website, and the MKK Electronic General Assembly System (EGKS).
The meeting began with a moment of silence and the National Anthem, followed by Chairman of the Board Mr. Ahmet Bolat sharing his general assessment of 2024 with the shareholders.
Board Members Mr. Ahmet Bolat, Mr. Bilal Ekşi, Mr. Mecit Eş, Mr. Murat Şeker, Mr. Şekib Avdagiç, and Mr. Melih Şükrü Ecertaş attended the meeting, along with Mr. Muratcan Aksoy, representing the independent audit firm PwC.
Shareholder Participation and Voting via EGKS
According to the list of attendees, shares representing TRY 847,692,655,229 of capital, equivalent to 84,769,265,522.90 shares out of a total of 138 billion shares representing TRY 1.38 trillion paid-in capital, were represented. This confirmed the legal quorum for the meeting.
Guidance on voting procedures was provided to physical attendees, while electronic participants submitted opinions and voted via EGKS. It was stated that comments would only be accepted on agenda items, and other questions would be addressed in writing within 15 days, if not covered during the relevant agenda discussion.
Investor Relations to Ensure Transparency
In line with the Capital Markets Board’s Corporate Governance Communiqué, off-topic or detailed inquiries would be answered in writing by the Investor Relations Department within 15 days and shared publicly on the investor relations webpage within 30 days.
The meeting continued with the discussion of the agenda items. THY reaffirmed its commitment to transparency and corporate governance by concluding the meeting accordingly.
2024 Activities and Financial Results Approved by Shareholders
Significant resolutions were passed during the Ordinary General Assembly regarding the 2024 operations. The activity reports, financial statements, and audit reports were presented to shareholders, and the Board Members were discharged.
Ahmet Bolat Elected as Meeting Chair
In the initial vote, Mr. Ahmet Bolat was elected as the Chair of the meeting upon proposal by Mr. Bilal Bedir representing the Turkey Wealth Fund, with TRY 847.67 billion in favour and only TRY 19.41 million against. Mr. Berkant Kolcu was appointed as the secretary by Mr. Bolat.
2024 Activity and Audit Reports Discussed
The motion to consider the 2024 Activity Report as read was approved with TRY 846.76 billion in favour. No shareholders spoke during the discussion.
Only the opinion section of the independent auditor’s report was read aloud; the remainder was considered read upon approval by TRY 846.77 billion votes. Ms. Kübra Karademir read the opinion portion during the meeting.
2024 Financial Statements Approved: TRY 113 Billion Net Profit
The consolidated financial statements for 2024, prepared per CMB and Turkish Accounting Standards and audited by PwC, were approved with TRY 846.76 billion votes. Mr. Bolat announced the net profit for 2024 as TRY 113.357 billion. No discussion followed, and the statements were approved with TRY 846.75 billion votes.
Board Members Discharged
Each Board Member was individually discharged for their 2024 activities. The motion passed with TRY 846.27 billion in favour and only TRY 1.43 billion against.
Dividend Distribution and Management Changes Approved
A dividend distribution of TRY 9.5 billion from TRY 113.4 billion net profit was approved. Amendments were also made to the Articles of Association and the composition of the Board of Directors.
According to financial statements, distributable net profits were TRY 113.378 billion per TFRS and TRY 137.5 billion per the Tax Procedure Law. Dividend payments to A and C group shareholders will be made in two equal instalments on 16 June and 2 September 2025. TRY 943.1 million was allocated as second-tier legal reserves, and TRY 102.9 billion was carried forward.
Comprehensive Amendment to Articles of Association
Articles 6, 8, 11, 15, 34, 36, 38, and Provisional Article 1 were amended to extend the registered capital ceiling and update provisions. Changes were approved by majority vote following approvals from the CMB and the Ministry of Trade.
Board Remuneration and New Members Elected
Board members will receive a net monthly fee of TRY 80,000 plus four annual bonuses. New Board Members were appointed based on proposals from the Turkey Wealth Fund and the Privatisation Administration. Mr. Ahmet Bolat was reappointed representing C Group shares. Independent members elected included Mr. Şekib Avdagiç, Mr. Melih Şükrü Ecertaş, Ms. Özgül Özkan Yavuz, and Ms. Gülden Nacar.
Other Board members include Mr. Bilal Ekşi, Mr. Murat Şeker, Mr. Ramazan Sarı, and Mr. Mecit Eş.
PwC Reappointed as Auditor
PwC Independent Audit and Certified Public Accountancy Inc. was reappointed to audit the 2025 financial and sustainability reports in accordance with CMB regulations.
Key Decisions: Donation Cap, Share Buyback, Financial Discipline
No Collateral Provided to Third Parties
In compliance with CMB’s Corporate Governance Communiqué II-17.1, it was confirmed that no guarantees, pledges, or mortgages were granted to third parties outside normal business activities.
No Donations Made in 2024; 2025 Cap Set
No donations were made in 2024. Based on a motion by Mr. Bilal Bedir, it was decided that donations in 2025 may not exceed 0.5% of the company’s consolidated equity for 2024.
Votes:
In favour: TRY 694.3 million
Against: TRY 153.4 million
Decision passed by majority.
Record Gain from Share Buyback: 68% Return
Under the programme launched following the CMB’s 14 February 2023 announcement, THY repurchased 6.27 million shares (0.45% of THYAO) between 17 February and 29 April 2025 at an average of TRY 170.9. The company spent TRY 1.072 billion.
As of 20 May 2025, THYAO shares closed at TRY 286.75 on Borsa Istanbul. The market value of the repurchased shares rose to TRY 1.8 billion, yielding:
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68% return in TRY (TRY 727 million)
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4% return in USD
New Buyback Programme Approved
A new buyback programme prepared by the Board was approved by majority vote. The proposal to consider the programme read was accepted, and it was then passed with TRY 782.3 million votes in favour and TRY 65.4 million against.
No Material Transactions Under CMB’s Article 1.3.6
It was stated that no significant transactions falling under Article 1.3.6 of Communiqué II-17.1 occurred in 2024. This was shared for informational purposes only.
Wishes and Requests Section
In the final part of the meeting, shareholder Mr. Bilal Yıldız raised several questions, which were submitted in writing. Responses will be shared with the public within the legal timeframe in accordance with CMB Principle 1.3.5.
MINUTES OF TURKISH AIRLINES GENERAL ASSEMBLY MEETING
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