Pegasus Hava Tasimaciligi Anonim Sirketi : 31.03.2022 General Assembly Information Document

PEGASUS HAVA TAŞIMACILIĞI ANONİM ŞİRKETİ

INFORMATION DOCUMENT REGARDING

THE ANNUAL SHAREHOLDERS MEETING TO BE HELD ON MARCH 31, 2022

MARCH 8, 2022

Genel (Public)

PEGASUS HAVA TAŞIMACILIĞI ANONİM ŞİRKETİ

INFORMATION DOCUMENT

FOR THE 2021 GENERAL ASSEMBLY MEETING DATED MARCH 31, 2022

1. Invitation to the General Assembly Meeting dated March 31, 2022

The Annual Shareholders Meeting of our Company for the year 2021 will be held on Thursday, March 31, 2022 at 10:00 am at the Company headquarters located at Aeropark, Yenişehir Mahallesi, Osmanlı Bulvarı No: 11/A Kurtköy 34912 Pendik İstanbul and will convene to discuss the following agenda items.

The Financial Statements of the Company and the Independent Auditor's Report for the year 2021, the proposal of the Board of Directors regarding the use of the Company profit for the year 2021, the 2021 Annual Report of the Board of Directors and the Company's Corporate Governance Compliance Statement with links provided for the Corporate Governance Compliance Report (URF) and the Corporate Governance Information Form (KYBF) annexed thereto, and the Information Document relating to the other agenda items are made available for the review of our shareholders, starting from three weeks prior to the meeting, at our Company headquarters, at our corporate website http://www.pegasusinvestorrelations.comand the Electronic General Assembly Portal of the Central Registry Agency.

In accordance with Article 415 paragraph 4 of the Turkish Commercial Code No. 6102 and Article 30 paragraph 1 of the Capital Markets Law No. 6362, attendance and voting at the General Assembly is not conditional upon the deposit of Company shares at the Central Registry Agency. Therefore, our shareholders do not have to block their Pegasus shares in the event they would like to attend the General Assembly Meeting.

Our shareholders who will vote through the Electronic General Assembly System may refer to the Central Registry Agency (https://egk.mkk.com.tr/egkweb/en/or 444 0 655) for more information on their obligations stipulated in the Regulations and Communiqués regarding Electronic General Assembly participation.

In accordance with the provisions of the Capital Markets Board Communiqué No. II-30.1 regarding Proxy Voting and Call for Proxies, published in the Official Gazette dated December 24, 2013 and numbered 28862, our shareholders who will have themselves represented at the meeting through proxy must produce their proxy form in line with the attached proxy form (Annex-1) and are required to present the signed proxy, certified by a Turkish notary public or the signed proxy alongside a signature circular certified by a Turkish notary public. Proxies appointed electronically through the Electronic General Assembly System do not have to present any written proxy statement. Voting at the General Assembly will be made by show of hands, with provisions relating to electronic voting being reserved.

Information on the Annual General Assembly Meeting is available on our website: http://www.pegasusyatirimciiliskileri.com. Our shareholders may seek any additional information regarding the General Assembly procedures from Pegasus Investor Relations.

Pursuant to Article 17, paragraph 1, sub-paragraph (e) of our Articles of Association, the Annual General Assembly Meeting will be open for the attendance of all stakeholders and the press as observers.

We request the attendance of our shareholders.

PEGASUS HAVA TAŞIMACILIĞI A.Ş.

1

Genel (Public)

PEGASUS HAVA TAŞIMACILIĞI A.Ş.

AGENDA FOR THE ANNUAL GENERAL ASSEMBLY MEETING DATED MARCH 31, 2022

1. Commencement and establishment of the Meeting Chairing Committee
2. Submission of the appointment made for the replacement of the resining member of the Board of Directors in accordance with Article 363 of the Turkish Commercial Code, to the approval of the General Assembly
3. Review, discussion and approval of the Annual Activity Report of the Board of Directors, the
   Independent Auditor's Report and the Financial Statements relating to the year 2021
4. Release of each member of the Board of Directors with respect to the Company's transactions in
   2021
5. Review and approval of the Board of Directors' proposal for the utilization of the 2021 profit
6. Appointment of the members of the Board of Directors and determination of their term of office
7. Determination of the salary, honorarium, bonus and similar financial rights of the members of the Board of Directors
8. Authorization of the members of the Board of Directors to enter into transactions within the scope of Articles 395 and 396 of the Turkish Commercial Code
9. Appointment of the Independent Auditor
10. Submission of information to the shareholders on donations and charitable contributions made in 2021 and determination by the shareholders of a maximum ceiling for donations and charitable contributions to be made in 2022
11. Submission of information to the shareholders with respect to transactions in 2021 falling within the scope of Article 1.3.6 of the Corporate Governance Principles
12. Submission of information to the shareholders with respect to Security, Pledge, Mortgage and Surety provided by the Company for the benefit of third parties in 2021 and any income and benefits derived therefrom
13. Requests and recommendations and close of Meeting

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Genel (Public)

2. Additional Information provided in accordance with the Corporate Governance Principles of the Capital Markets Board

2.1. Pegasus Shareholding Structure and Information on Shares and Voting Rights

As of the date of publication of this Information Document, the issued capital of our Company is TL 102,299,707, within the authorized capital ceiling of TL 500,000,000, and the capital and shareholding structure as of the same date is as follows:

	March 8, 2022
Shareholder	Number of Shares	Shareholding Ratio
Esas Holding	64,353,570	62.91%
Publicly Traded	35,321,707	34.53%
- Publicly Traded Shares Prior to IzAir Merger	35,294,000	34.50%
- Shares issued for IzAir Merger	27,707	0.03%
Emine KAMIŞLI	874,810	0.86%
Ali İsmail SABANCI	874,810	0.86%
Kazım KÖSEOĞLU	437,405	0.43%
Can KÖSEOĞLU	437,405	0.43%
Total	102,299,707	100.00%

Pegasus has not issued any privileged shares and each Pegasus share gives its titular one vote.

2.2. Information on Material Changes in the Management and Operations of Pegasus and its Subsidiaries

Information on management and operations of Pegasus and its consolidated subsidiaries have been disclosed in the relevant sections of the Annual Activity Report. In this respect:

In 2021, Pegasus issued debt in capital markets as a separate source of financing. Within the issuance limit of TL 2,500,000,000, approved by the Capital Markets Board by its decision dated December 31, 2020, and numbered 79/1617, Pegasus concluded a first tranche issue of domestic bonds with a nominal value of TL 260,000,000 on February 11, 2021. The bonds carrying the ISIN TRSPEGS22218 were issued for a term of 365 days and variable rate interest coupon payment in three-month arrears and matured on February 11, 2022. All coupon and principal payments were made on respective payment dates. In addition, within the issuance limit of USD 750,000,000, approved by the Capital Markets Board by its decision dated April 1, 2021, and numbered 17/524, Pegasus concluded a first tranche issue of Eurobonds with a nominal value of USD 375,000,000 on April 30, 2021. The bonds carrying the ISIN XS2337336445 and US705567AA31 were issued for a term of 1,826 days and variable rate interest coupon payment in six-month arrears and will mature on April 30, 2026.

In connection with the issuance of bonds outside of Turkey, our Company and the bonds were rated by international rating agencies S&P Global Ratings Europe Limited ("S&P") and Fitch Ratings Limited ("Fitch"). S&P identified the Company's long term credit rating as B with a stable outlook, and Fitch identified the Company's credit rating as BB- with a negative outlook. Long term credit ratings assigned to the debt instruments issued by our Company have been confirmed as BB- (negative outlook) by Fitch and B (stable outlook) by S&P.

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Genel (Public)

Our Board of Directors resolved on the financing of 4 Airbus A320neo and 1 Airbus A321neo aircraft scheduled for delivery between March and December 2021, as part of the 2012 Airbus Order. The financing method and terms and lenders were determined by the Company management for the all or different parts of the incoming batch based on an RFP process and changes in the Company's financing obligations were communicated to our investors through future Financial Reports where financial instruments / financial lease liabilities are reported.

In 2021, Hitit Bilgisayar Hizmetleri A.Ş. ("Hitit CS"), our joint venture investment where we hold 50% stake decided to explore opportunities for the initial public offering of its shares. Following the end of the year, on February 17, 2022, the Capital Markets Board announced its approval of the prospectus filed regarding the initial public offering of shares by Hitit CS. Following book- building carried out on February 23-24-25, 2022, the initial public offering was completed based on a share price of TL 12.25 for each share with a nominal value of TL 1.00 and for a total offering size of TL 431,105,773. Group C Hitit CS shares were admitted to trading on the Star Market of Borsa Istanbul on March 3, 2022. The company's shareholding structure changed shown below following the initial public offering:

Name/SURNAME or	Share	Pre-IPO		Post-IPO
Commercial Title of
Group	Nominal Capital	(%)	Nominal Capital	(%)
Shareholder
(TL)	(TL)
Fatma Nur GÖKMAN	A	29,076.922	29.08%	29,076,922	22.81%
Dilek OVACIK	A	6,000.000	6.00%	6,000,000	4.71%
Hakan ÜNLÜ	A	5,538.462	5.54%	5,538,462	4.34%
Özkan DÜLGER	A	5,538.462	5.54%	5,538,462	4.34%
Pegasus Hava	B	46,153.846	46.15%	46,153,846	36.20%
Taşımacılığı A.Ş.
Fatma Nur GÖKMAN	C	2,423.078	2.42%	-	-
Dilek OVACIK	C	500,000	0.50%	-	-
Hakan ÜNLÜ	C	461,538	0.46%	-	-
Özkan DÜLGER	C	461,538	0.46%	-	-
Pegasus Hava	C	3,846,154	3.85%	-	-
Taşımacılığı A.Ş.
Publicly Traded	C	-	-	35,192,308	27.6%
TOTAL		100,000,000	100.00%	127,500,000	100.0%

Mr. Michael Glyn POWELL resigned as member of Board of Directors effective as of November 2, 2021. In accordance with the proposal of the Corporate Governance Committee, the Board of Directors resolved on January 31, 2022, on the appointment of Mr. David Alexander Florenz VISMANS to succeed Mr. Michael G. POWELL for the remainder of his term of office, subject to the approval of our shareholders at the next General Assembly meeting, in accordance with the provisions of Article 363 of the Turkish Commercial Code.

According to the Credit Rating Report dated December 14 2021, prepared by JCR Avrasya Derecelendirme A.Ş., rating in accordance with the Banking Regulation and Supervision Authority decision dated 27.05.2021 and numbered 9590, and rating regulations published by the Capital Markets Board, the Company's long-term national rate is determined as AA (Trk), stable outlook and short-term national rate is determined as A-1+ (Trk), stable outlook.

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Genel (Public)