COCA-COLA İÇECEK A.Ş. — AGM Information 2017

Mar 17, 2017

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Informative Document for General Assembly

Coca-Cola İçecek A.Ş. Informative Document for Ordinary General Assembly dated April 10, 2017 page 1

Informative Document for Coca-Cola İçecek A.Ş. General Assembly

Coca-Cola İçecek A.Ş.’s Ordinary General Assembly meeting is going to be held on April 10, 2017 at 14.00 at “Dudullu OSB, Deniz Feneri Sk. No: 4 Ümraniye 34776, Istanbul” in order to discuss the below written agenda items.

Financial Tables, Independent Audit Report, Corporate Governance Principles Compliance Report, Dividend Proposal for the year 2015 as well as the Informative Document for the General Assembly meeting which includes the below agenda items and needed explanations to comply with Capital Markets Board’s regulations shall be made available to Shareholders at the Company headquarters located at “Dudullu OSB, Deniz Feneri Sk. No: 4 Ümraniye 34776, Istanbul”, on the corporate website at www.cci.com.tr, on Public Disclosure Platform as well as the Electronic General Assembly System, three weeks prior to the meeting.

With rights and obligations of shareholders who are to participate electronically over the Electronic General Assembly System being reserved shareholders who are unable to attend the meeting in person have to issue their proxies according to the attached proxy form or obtain the proxy form from the Company headquarters or at the corporate website of the Company at www.cci.com.tr and accordingly submit their proxies bearing their notarised signatures to the Company by fulfilling such conditions set forth in the “Communiqué on Voting by Proxy and Proxy Solicitation” number II-30.1 which took effect upon publication on the Official Gazette dated 24.12.2013 issue number 28861. A proxy who has been appointed electronically over the Electronic General Assembly System does not have to submit a proxy. It shall not be possible to attend the general assembly with a proxy which does not comply with the proxy form required under the said Communiqué and a copy of which is attached hereto.

Shareholders who are to vote using the Electronic General Assembly System are kindly asked to obtain information from the Central Registry Agency, from the corporate website of our Company at www.cci.com.tr or from the Company Headquarters in order to ensure that they act in compliance with the provisions laid down in the “Regulations Concerning Online General Assemblies at Joint Stock Companies”.

Pursuant to paragraph 4 Article 415 of Turkish Commercial Code number 6102 and paragraph 1 Article 30 of Capital Market Law the right to participate and cast votes in general assemblies is not subject to the condition of depositing share certificates. Accordingly shareholders are not required to block their shares in the event they wish to attend the General Assembly.

Pursuant to Capital Market Law Shareholders shall not be further sent a registered letter for those shares which are registered and traded on the stock Exchange.

The above details are submitted to the information of the Shareholders.

COCA-COLA İÇECEK A.Ş. BOARD OF DIRECTORS Company Addressi: Dudullu OSB. Deniz Feneri Sk. No:4 Ümraniye 34776 İstanbul Trade Registration and Number: İstanbul/265859

Coca-Cola İçecek A.Ş. Informative Document for Ordinary General Assembly dated April 10, 2017

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Informative Document for Coca-Cola İçecek A.Ş. General Assembly

OUR ADDITIONAL EXPLANATIONS UNDER CMB REGULATIONS

Such additional explanations concerning agenda items which are required to be made pursuant to the CMB “Communiqué concerning the Determination and Implementation of Corporate Governance Principles (II-17.1) are given in the relevant agenda item below and general explanations are submitted for your information in this section:

1. Shareholding Structure and Voting Rights

The Articles of Association of our Company do not stipulate any privileges for the exercise of voting rights.

CCI’s Articles of Association do not restrict the transfer of Class C shares. However, there are certain stipulations for the transfer of Class A and Class B Shares.

Class A and Class B shares have certain privileged rights with respect to management. CCI has a Board of Directors consisting of 12 members, 7 of whom are nominated by Class A shareholders and 1 of whom is nominated by Class B Shareholders. The remaining 4 Directors are independent.

The voting rights of our shareholders are submitted for your information in the table below:

Trade Title/Name Surnameof Shareholder	Share inCapital (TRL)	Share inCapital (%)	Voting Right(TRL)	Voting RightPercentage(%)
Anadolu Efes Biracılık ve MaltSan. A.Ş.	102,047,307.75	40.12	102,047,307.75	40.12
The Coca-Cola ExportCorporation	51,114,279.79	20.09	51,114,279.79	20.09
Efes Pazarlama ve DağıtımTic. A.Ş.	25,788,051.33	10.14	25,788,051.33	10.14
Özgörkey Holding A.Ş.	9,392,010.61	3.69	9,392,010.61	3.69
Publicly-held	66,029,103.68	25.96	66,029,103.68	25.96
Other	28.85	0	28.85	0
TOTAL	254,370,782.00	100	254,370,782.00	100

2. Information on Requests by Shareholders, CMB or Other Public Authorities to Include Items on the Agenda:

No such request has been communicated for the Ordinary General Assembly meeting convened to discuss the activities of 2016.

3. Information about the Management and Operational Changes that Affected Our Company’s or Subsidiaries’ Operations in the past Fiscal Period and the Changes that are Planned in the Following Fiscal Periods and the Reasons on the back of These Changes

There is no information about the Management and Operational Changes that Affected Our Company’s or Subsidiaries’ Operations in the past Fiscal Period and the Changes that are Planned in the Following Fiscal Periods and the Reasons on the back of These Changes.

Coca-Cola İçecek A.Ş. Informative Document for Ordinary General Assembly dated April 10, 2017 page 3

COCA-COLA İÇECEK ANONİM ŞİRKETİ AGENDA FOR THE ORDINARY GENERAL ASSEMBLY DATED APRIL 10, 2017

1. Opening of the meeting and election of the Chairmanship Council

According to the provisions of “Turkish Commercial Code” (TCC) and “Regulations Concerning Principles and Procedures that apply to General Assembly Meetings at Joint Stock Companies and Representatives Appointed by the Ministry of Customs and Trade to Attend “These Meetings” (“Regulations”) a Chairman shall be elected to preside over the General Assembly meeting. The Chairman shall appoint at least one Clerk in accordance with the General Assembly internal directive. The Chairman may also appoint a sufficient number of vote collecting officers.

2. Reading and discussion of the Annual Report prepared by the Board of Directors

Independently audited annual report of our Company for the accounting period of January – December 2016, prepared pursuant to the CMB’s Financial Reporting Communique (II-14.1) and in compliance with the Turkey Accounting Standards/ Turkey Financial Reporting Standards issued by the Public Oversight Accounting and Auditing Standards Authority and approved by the CCI Board of Directors and the Audit Committee, together with its statement of responsibility, has been published on the Public Disclosure Platform on 1 March 2017. The annual report is available at the Company headquarters as well as on the corporate website at www.cci.com.tr.

3. Reading of the Independent audit report

The summary of the independently audited financial statements of our Company for the accounting period of January – December 2016, prepared pursuant to the CMB’s Financial Reporting Communique (II-14.1) and in compliance with the Turkey Accounting Standards/ Turkey Financial Reporting Standards issued by the Public Oversight Accounting and Auditing Standards Authority, will be submitted to the information of the General Assembly. Independent Audit Report is available on the Corporate website as well as in the 2016 Annual Report.

4. Reading, discussion and approval of our Company’s Financial Tables for the year 2016 prepared in accordance with the regulations of Capital Markets Board,

Pursuant to the TCC and the CMB Regulations, the Consolidated Balance Sheet as of 31 December 2016 and the Income Statement for the period 1 January 2016 and 31 December 2016 shall be read out, discussed and voted upon at the General Assembly. These documents are available at the company headquarters and on the corporate website at www.cci.com.tr.

5. Release of each member of the Board of Directors from liability with regard to the 2016 activities and accounts of the Company,

Pursuant to the TCC and the Regulation, a proposal for acquitting the members of the Board of Directors for the accounts and operations of 2016, shall be submitted to the approval of the General Assembly.

Coca-Cola İçecek A.Ş. Informative Document for Ordinary General Assembly dated April 10, 2017 page 4

Informative Document for Coca-Cola İçecek A.Ş. General Assembly

6. Approval of the Board of Directors’ proposal on distribution of profits,

The Board of Directors of Coca-Cola İçecek (CCI) resolved to propose to the General Assembly the distribution of a total TL 50,111,044.00 gross dividend to be paid on May 22, 2017. As the fiscal year 2016 ended with a loss, this amount will be paid from extraordinary reserves for the year 2012, after legal liabilities are deducted.

Subject to the approval of the General Assembly, a gross cash dividend of TL 0,197 per 100 shares, representing TL 1 nominal value, will be paid to Turkey-based full and limited corporate tax payers, who receive dividends through an established business or a representative office in Turkey. Other shareholders will receive gross TL 0,197 (net TL 0,16745) per 100 shares.

CCI profit distribution tables can be reached at APPENDIX 1 .

There is no dividend privilege that applies to share certificates.

7. Election of the Board of Directors and determination of their term of office and fees

Members shall be elected in place of those Board Members whose terms of office have expired and to ensure compliance with the CMB’s Corporate Governance Communiqué. 4 members in the Board of Directors, which has been proposed to consist of 12 persons, have to meet the independence conditions defined in CMB’s Corporate Governance Principles.

With the resolution adopted by our Board of Directors upon the recommendation of our Corporate Governance Committee following its assessment of such candidates which has assessed the candidates communicated to it, Mr. Hamit Sedat Eratalar, Mr. Ahmet Cemal Dördüncü, Mr. İzzet Karaca and Mr. Mehmet Mete Başol have been determined as Independent Board Member candidates and approved by CMB decision dated 21.02.2017 and numbered 29833736-199-E.2267.

The resumes of current members of the Board of Directors are available in the annual report and on the corporate website at www.cci.com.tr. The resumes of new independent candidates are available in APPENDIX 2 while this informative document will be updated and shared with public as declarations of other candidates are received.

Monthly gross remuneration payable to members of Board of Directors shall be determined according to the provisions of TCC and Regulations and the principles set forth in our articles of association.

8. Approval of the appointment of the Independent Audit Firm, elected by the Board of Directors, in accordance with Turkish Commercial Code and Capital Markets Board regulations,

In line with the opinion of the Audit Committee and in compliance with Capital Markets Board’s Communiqué on Independent Audit, CCI Board of Directors, at its meeting on March 1, 2017, resolved to appoint PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.’nin (a member of PricewaterhouseCoopers) to audit our Company’s 2017 financial statements. It was also decided to submit the appointment resolution for the approval of the General Assembly.

9. Presentation to the General Assembly in accordance with the Capital Markets Board’s regulation on donations made by the Company in 2016,

Coca-Cola İçecek A.Ş. Informative Document for Ordinary General Assembly dated April 10, 2017 page 5

Article 6 of the Capital Market Board’s Dividend Communiqué (II-19.1) stipulates as follows: “Shareholders may make donations subject to the condition that the articles of association contain a provision to that effect. The limit of any donations to be made shall be determined by the general assembly in case such limit is not indicated in the articles of association”. The same article also states that any donations and payments to be made have to be submitted to the shareholders for information in the general assembly.

In compliance with the legal explanations given above articles 3 (viii) and 15.1.b. of the articles of association of our company include provisions regarding donations and the limit to apply to the same. CCI didn’t make any donation to Anadolu Education and Welfare Foundation during 2016, according to the Article of Association related articles. It is donated TL 705.304,68 to other non-profit associations.

10. Presentation to the General Assembly on any Guarantees, Pledges and Mortgages issued by the Company in favor of third persons for the year 2016, in accordance with the regulations laid down by the Capital Markets Board,

Pursuant to Article 12.(4) of Corporate Governance Communiqué (II-17.1), guarantees, pledges, morgagtes and suretyship granted and established in favor of third persons as well as revenues or interests obtained have to be included as a separate item on the agenda of the extraordiany general assembly meeting. There is no suretyship and guarantees granted or pledges including mortgages instituted by the Company in favor of third persons.

11. Presentation to the General Assembly, of the transactions, if any, within the context of Article 1.3.6. of the Corporate Governance Communique (II-17.1.) of the of the Capital Markets Board,

According to principle number 1.3.6 of the Capital Market Board’s Corporate Governance Communiqué number II-17.1: “In the event shareholders with management control, members of board of directors, managers with administrative responsibility and their spouses and relatives by blood and marriage up to second degree engage in a material transaction with the partnership or its affiliates which may result in conflicts of interest and/or carry out, for their own account or on account of others, a transaction of a commercial nature which is considered among the fields of activity of the partnership or its affiliates or join another partnership which is engaged in the same kind of business as a partner with unlimited liability the said transactions shall be included on the agenda of the general assembly under a separate agenda item to provide detailed information about the same in the general assembly and recorded on the general assembly minutes.” The General Assembly shall be informed that no transaction of the nature mentioned above was carried out during 2016.

12. Granting authority to Members of Board of Directors according to Articles 395 and 396 of Turkish Commercial Code,

Performance of any of the transactions described in Articles 395 (Prohibition to Transact with and Incur Indebtedness to the Company) and 396 (Non-Competition) of the TCC by members of the Board of Directors is subject to the approval of the General Assembly. Therefore, permitting members to perform such transactions shall be submitted to the approval of the General Assembly.

13. Closing

Coca-Cola İçecek A.Ş. Informative Document for Ordinary General Assembly dated April 10, 2017 page 6

Informative Document for Coca-Cola İçecek A.Ş. General Assembly

APPENDIX:

Appendix 1: Dividend Distribution Table

Appendix 2: Resumes of Candidate Members of the Board of Directors

Coca-Cola İçecek A.Ş. Informative Document for Ordinary General Assembly dated April 10, 2017 page 7

Appendix 1: Dividend Distribution Table

Dividend Distribution Table

COCA-COLA İÇECEK A.Ş. 2016 DIVIDEND DISTRIBUTION PROPOSAL (TL)

			As per CMB	As per Statutory Records
	1.	Paid-in Capital	254.370.782,00	254.370.782,00
	2.	General Legal Reserves (Based on the Legal Records)	50.874.156,40	50.874.156,40
		Information Regarding the privilege, if there is any dividend privilege in accordance with theArticles of Association
	3.	Profit for the Period	19.980.659,00	51.010.561,84-
	4.	Taxes (-)	48.374.311,00-	-
	5.	Net Profit(=)	28.393.652,00-	51.010.561,84-
	6.	Previous Years’ Losses (-)	-	36.934.552,11-
	7.	General Legal Reserves (-)	-	-
	8.	NET DISTRIBUTABLE PROFIT(=)
	9.	Donations within theyear(+)	705.304,68
	**10. **	NET DISTRIBUTABLE PROFIT INCLUDING THE DONATIONS
	**11. **	First Dividend to Shareholders of Ordinary Shares	-
		-Cash Dividend	-
		-Bonus Issue
		-Total	-
	12.	Dividend Distributed to Privileged Shareholders
	13.	Other Distributed Dividend
		-To Members of Board of Directors
		-To Employees
		-To Other Persons ExcludingShareholders
	14.	Dividends to the holders of Redeemed Shares
	15.	Second Dividend to Shareholders ofOrdinary Shares	-
	**16. **	General Legal Reserves	3.739.250,50
	17.	StatutoryReserves
	18.	Special Reserves
	**19. **	EXTRAORDINARY RESERVES	-
	**20. **	Distributable Other Sources	50.111.044,00
		-Previous Year Profit-Extraordinary Reserves-Other Reserves Distributable as per Law and Articles ofAssociation	50.111.044,00

Coca-Cola İçecek A.Ş. Informative Document for Ordinary General Assembly dated April 10, 2017 page 8

Informative Document for Coca-Cola İçecek A.Ş. General Assembly

Appendix 2: Resumes of Candidate Independent Members of the Board of Directors

Ahmet Cemal Dördüncü

Independent Board of Directors member candidate

Ahmet C. Dördüncü, born in Istanbul in 1953, graduated from the Business Administration Department in Çukurova University and did postgraduate studies in Mannheim and Hannover Universities. He started his career in Claas OHG company and continued in Mercedes Benz A.Ş. in Turkey between 1984 and 1987. He joined Sabancı Group in 1987 and took various duties in Kordsa A.Ş. until 1998. He worked as the General Manager/President in DUSA South America and then DUSA North America in 1998. Following his duty of Presidency of Strategic Planning and Business Development Group in H.Ö. Sabancı Holding A.Ş. in 2004, he served as the Chief Executor Officer of the same group between 2005 and 2010. Ahmet C. Dördüncü has been serving as the Chief Executive Officer of Akkök Holding since January 2013. He is one of the founding members of the National Innovation Initiative and knows English, German, Portuguese and Spanish. He is the Chairman of SAF GYO and Gizem Frit, as well as serving as a Board Member in several Akkök Holding companies. Dördüncü is also a Board Member in Anadolu Isuzu Otomotiv Sanayii ve Ticaret A.Ş., Coca- Cola İçecek A.Ş., Anadolu Efes Biracılık ve Malt Sanayii A.Ş. and International Paper Co. Mr. Dördüncü has not served as a member of the Board of Directors of Coca-Cola İçecek A.Ş. and Anadolu Group companies for more than a total of 6 years during the past ten years. Neither did he take office as the executive member of the Board of Directors of Coca-Cola İçecek A.Ş. and Anadolu Group companies during the past five years.

Hamit Sedat Eratalar

Independent Board of Directors member candidate

Born in İstanbul in 1952, Mr. Sedat Hamit Eratalar completed his high school education at İstanbul Erkek Lisesi and obtained his bachelor’s degree from Ankara University Faculty of Political Sciences – Department of Economics and Finance. He started working in Germany in 1975 as fiscal inspector and joined the Arthur Andersen Ltd. Şti. in 1980, where served in various positions. At the same time, he served as a statutory auditor in Turkcell, Tüpraş, HSBC Bank A.Ş. and Finans Bank A.Ş. During the period 2001-2007 he was a partner and CEO in Eratalar Yönetim Danışmanlığı A.Ş. and between 2007-2012 he served as a consultant in DRT Danışmanlık A.Ş. Presently he acts as the Member of the Board of Directors of Deutsche Bank A.Ş., Knauf Alçı Sanayi A.Ş., Adel Kalemcilik A.Ş. and Borusan Group and partner in Eratalar Yeminli Mali Müşavirlik Ltd Şti. Mr. Eratalar has not served in the membership of the Board of Directors at Coca-Cola İçecek A.Ş. for more than a total of 6 years during the past ten years. Neither did he take office as the executive member of the Board of Directors of Coca-Cola İçecek A.Ş. during the past five years. Hamit Sedat Eratalar is a member of TUSIAD and Tax Advisory committee.

Mehmet Mete Başol

Independent Board of Directors member candidate

Born in 1957, Mete Başol graduated with a BSc degree from the Arizona State University, Department of Economics, and started his career in banking by making the economic evaluations of a variety of investment projects and by preparing sectoral reports at the Medium Term Loans division of Interbank in 1984. In 1988, he transferred to the Turkish Merchant Bank, which was an investment bank established jointly by Bankers Tust Co. Newyork and T. İş Bankası, as the Treasury, Fund Management and Foreign Relations Manager. In 1992 he also assumed the responsibility for the capital markets group as the Assistant General Manager. In 1995, upon the purchase of the bank completely by the Bankers Trust, he was elected to the

Coca-Cola İçecek A.Ş. Informative Document for Ordinary General Assembly dated April 10, 2017 page 9

Membership of the Board of Directors and the Credit Committee. He assumed the offices of Chairman of the Board of Directors and the General Manager of the bank whose title was changed as Bankers Trust A.Ş during 1997-2001. During the period 2001-2003, he participated as Executive Director in the joint Board of Directors of the public banks which were established pursuant to the law (T.C Ziraat Bankası, T. Halk Bankası, T.Emlak Bankası).Subsequently he has formed Tridea Consulting with two other partners where he advised small to medium sized companieson finanacıal and managerial issues. He has not served as the advisor at Coca-Cola İçecek A.Ş. and the Anadolu Group companies during 2003-2008. After 2009 he has continued the similar work under his own entity. He served as the Member of the Board of Directors of Galatasaray Sportif A.Ş. (2011-2012), T. İş Bankası A.Ş (2011-2014), Dedeman Holding A.Ş. (2008-2014) and Dedeman Turizm Otelcilik Yatırım A.Ş (2012-2014). Presently he serves as a member of the Board of Directors of Nurol Investment Bank Inc. (2014), Enerya Gaz Dağıtım A.Ş. and Enerya Gaz Ticaret A.Ş. (2015), Coca-Cola İçecek A.Ş. ve Anadolu Efes Biracılık ve Malt Sanayi A.Ş. Mehmet Mete Başol has not served as the membership of the Board of Directors at Coca-Cola İçecek A.Ş. for more than a total of 6 years during the past ten years. Neither did he take office as the executive member of the Board of Directors of Coca-Cola İçecek A.Ş. during the past five years.

İzzet Karaca

Independent Board of Directors member candidate

Born in 1954, İzzet Karaca graduated from Boğaziçi University Industrial Engineering Department in 1977. Having started his professional career in 1977 at Koç Research and Development Centre, he held Industrial Engineer and IT Manager position until 1985. Between 1985 and 1988, Mr. Karaca worked as Systems and Organization Director at Ford Otosan. From 1988 onwards, he held several positions at Unilever in Germany, Turkey and Baltic States including Internal Audit Group Manager, Logistics Manager, Commercial Director and Managing Director. In addition, between 2011 and 2013, İzzet Karaca served as the Chairperson at YASED (International Investors Association). After serving as Executive Chairman at Unilever Turkey and Unilever NAMET RUB (North Africa, Middle East, Russia, Ukraine and Belarus) and being a member of the Unilever CEO Forum, Mr. Karaca retired from his duties as of 31 December 2013. In 2015, he published his first book called "The New CEO is... You". İzzet Karaca has not served as the membership of the Board of Directors at Coca-Cola İçecek A.Ş. for more than a total of 6 years during the past ten years. Neither did he take office as the executive member of the Board of Directors of Coca-Cola İçecek A.Ş. during the past five years.

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