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IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the offering circular (the ‘‘Offering Circular’’) attached to this electronic transmission and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. THE OFFERING CIRCULAR IS NOT AN OFFER TO SELL SECURITIES AND THE COMPANY IS NOT SOLICITING OFFERS TO BUY SECURITIES IN ANY JURISDICTION WHERE SUCH OFFER OR SALE IS NOT PERMITTED. Confirmation of your representation: By accessing this Offering Circular you have confirmed to the Managers and the Company (each as defined in the Offering Circular) that (i) you have understood and agree to the terms set out herein, (ii) (a) you and the electronic mail address you have given to us are not located in the United States, its territories and possessions or (b) you are a person that is a ‘‘qualified institutional buyer’’ (‘‘QIB’’) within the meaning of Rule 144A under the Securities Act of 1933, as amended (the ‘‘Securities Act’’), (iii) you consent to delivery by electronic transmission, (iv) you will not transmit the attached Offering Circular (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person, and (v) you acknowledge that you will make your own assessment regarding any legal, taxation or other economic considerations with respect to your decision to purchase the securities described in the Offering Circular. You are reminded that the attached Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Offering Circular, electronically or otherwise, to any other person and in particular to any address located in the United States. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Restrictions: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY SHARES BEING SOLD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QIB THAT IS ACQUIRING SUCH SHARES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBS, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IF AVAILABLE OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE ATTACHED OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. DISTRIBUTION OR REPRODUCTION OF THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Under no circumstances shall this Offering Circular constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities described in the Offering Circular in any jurisdiction in which such offer, solicitation or sale would be unlawful. This Offering Circular and the offer made pursuant thereto are addressed only to and directed only at persons in member states of the European Economic Area (‘‘EEA’’), who are ‘‘qualified investors’’ within the meaning of Article 2(1)(e) of the Prospectus Directive (2003/71/EC, as amended by Directive 2010/73/EU) (‘‘qualified investors’’). In addition, in the United Kingdom, this Offering Circular is being distributed only to, and is directed only at, qualified investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ‘‘Order’’), (ii) who fall within Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as ‘‘relevant persons’’). This Offering Circular must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not qualified investors. The securities described in the Offering Circular are only available to, and any investment or investment activity to which this Offering Circular relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, qualified investors, and will be engaged in only with such persons. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Managers, any person who controls any of the Managers or the Company, any director, officer, employee or agent of any of them or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version of the Offering Circular. OFFERING CIRCULAR CONFIDENTIAL 28MAR201301360126 PEGASUS HAVA TA¸SIMACILIGI˘ A.¸S. (incorporated in and operating under the laws of the Republic of Turkey) 35,294,000 Shares This Offering Circular contains information regarding the global offering by Pegasus Hava Ta¸sımacılıgı˘ A.¸S. (‘‘Pegasus,’’ the ‘‘Company’’ or ‘‘we’’), a joint stock company organized under the laws of the Republic of Turkey, of 27,272,000 new ordinary shares of the Company, nominal value TL1.00 per share (the ‘‘New Shares’’), and by Esas Holding A.¸S. (‘‘Esas Holding’’) of 4,813,000 existing ordinary shares of the Company, nominal value TL1.00 per share (the ‘‘Existing Shares’’ and, together with the New Shares, the ‘‘Shares’’). The global offering consists of (i) an international offering of 22,459,500 Shares outside the United States and Turkey to institutional investors in offshore transactions in reliance on Regulation S (‘‘Regulation S’’) under the Securities Act of 1933, as amended (the ‘‘Securities Act’’), and in the United States only to qualified institutional buyers (‘‘QIBs’’) as defined in, and in reliance on, Rule 144A under the Securities Act (‘‘Rule 144A’’) (the ‘‘International Offering’’) and (ii) a public offering of 9,625,500 Shares to retail and institutional investors in Turkey in reliance on Regulation S (the ‘‘Domestic Offering’’ and, together with the International Offering, the ‘‘Offering’’), in each case subject to the approval of the Turkish Capital Markets Board (the ‘‘CMB’’). The allocation of Shares between the International Offering and the Domestic Offering is subject to change in accordance with applicable Turkish regulations. See ‘‘Plan of Distribution.’’ In addition, 3,209,000 additional existing ordinary shares of the Company (the ‘‘Additional Shares’’) will be sold by Esas Holding on the Closing Date (as defined below) for the purpose of covering over-allotments. References in this Offering Circular to ‘‘Shares’’ include, unless the context requires otherwise, Additional Shares. ˙I¸s Yatırım Menkul Degerler˘ A.¸S. (‘‘˙I¸s Yatırım’’) as the stabilization manager (the ‘‘Stabilization Manager’’) may, after consultation with Barclays Bank PLC (‘‘Barclays’’), effect transactions with a view to supporting the market price of the Shares on Borsa ˙Istanbul A.¸S. (the ‘‘ISE’’), as described more fully under ‘‘Plan of Distribution—Over-allotment and Stabilization.’’ No public trading market currently exists for any of our securities. We have applied for listing of the Shares on the ISE under the symbol ‘‘PGSUS.’’ Trading in the Shares on the ISE is expected to commence on or about April 26, 2013. No application has been, or is currently intended to be, made for the Shares to be admitted to listing or dealt with on any other stock exchange. Investing in the Shares involves risks. You should read the entire document and, in particular, ‘‘Risk Factors’’ beginning on page 10 before making an investment decision with respect to the Shares. Offer Price: TL18.40 per Share The Shares have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except to QIBs in accordance with Rule 144A, or outside the United States in accordance with Regulation S. Prospective investors that are QIBs are hereby notified that the seller of Shares may be relying upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the Shares, see ‘‘Plan of Distribution—Selling Restrictions’’ and ‘‘Transfer Restrictions.’’ The Shares in the International Offering are offered by Barclays when, as and if delivered to and accepted by it, and subject to its right to reject orders in whole or in part.

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