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COCA-COLA İÇECEK A.Ş. — AGM Information 2017
Mar 16, 2017
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AGM Information
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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
page 2
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 candidates are available in APPENDIX 2 .
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 Members of the Board of Directors
Tuncay Özilhan
Board of Directors member candidate
Mr. Özilhan has been the Chairman of the Board of CCI since 1996. He started his career as General Director of Erciyas Biracılık in 1977. He became Coordinator of the Beer Group and General Coordinator at Anadolu Endüstri Holding before his appointment to Anadolu Group as CEO in 1984. Mr. Özilhan has been the Chairman of the Board of Anadolu Endüstri Holding since 2007, and he also acts as the Chairman of various Anadolu Group companies including Anadolu Efes Biracılık and Coca-Cola Satış ve Dağıtım. Mr. Özilhan served as TÜSİAD’s (Turkish Industry and Business Association) Chairman from 2001 to 2003 and he is currently the Chairman of its High Advisory Council. His other responsibilities include; Member of the Board of Directors and Chairman of the Turkish – Russian Business Council at the Foreign Economic Relations Board (DEİK), Honorary Consul for the Republic of Estonia and President of the Anadolu Efes Sports Club. Tuncay Özilhan holds “The Order of the Rising Sun, Gold and Silver Star”, constituting one of the most important orders awarded by Japanese government.
Galya Fani Molinas
Board of Directors member candidate
Galya Fani Molinas started her career at Unilever Turkey as Brand Manager in 1989 and joined Coca-Cola Turkey as Marketing Manager in 1996. She served as Marketing Director in Turkey Region and Central Europe & Russia Divisions 2001 thru 2005. In 2005, she became Group Marketing Director in Coca-Cola Eurasia Group, which included Russia, India, Adriatic & Balkans, Caucasus & Central Asia and the Middle East geographies. She was named CocaCola Turkey Business Unit President in 2009; her responsibilities were extended to Caucasus and Central Asia in 2012. Molinas is a Board Member of Coca-Cola İçecek A.Ş., Coca-Cola Beverages Pakistan and Equatorial Coca-Cola Bottling Company. Molinas served as a member of Coca-Cola Global Women’s Leadership Council between 2007 and 2012. She chaired Turkey’s Sustainability Council 2011 thru 2015. She is the President of the Coca-Cola Foundation in Turkey and Vice President of YASED, Turkey's International Investors Association. She is a member of the Advisory Board of Harvard Business School's MENA and Central Asia Research Center and is a trustee of the Boğaziçi University Foundation. Molinas is a graduate of Boğaziçi University Department of Business Administration.
Burak Başarır
Board of Directors member candidate
Burak Başarır was appointed as CEO in January 1st, 2014. He joined CCI in 1998 and assumed increasing managerial responsibilities in finance and commercial functions. He was named CFO in 2005 and played an integral role during CCI’s IPO process, while effectively managing the financial integration of Efes Invest with CCI in 2006. He was honored as the Best CFO in Turkey by Thomson Reuters Extel in 2009. He led the largest operation of CCI in terms of volume and sales as the Turkey Region President between 2010 and 2013. Başarır holds a BA in business administration and a minor in computer sciences from American River College. He studied management in California State University of Sacramento between 1990 and 1992 and received a B.S. degree in Business Administration from the Middle East Technical University in 1995. Başarır has more than 20 years of work experience and prior to joining CCI, he worked for Arthur Anderson as a Senior Auditor. He is the President of the Corporate Volunteers Association (ÖSGD) and a member of the Turkish Industry and Business Association (TUSIAD).
Coca-Cola İçecek A.Ş. Informative Document for Ordinary General Assembly dated April 10, 2017 page 9
Dr. Yılmaz Argüden
Board of Directors member candidate
Dr. Argüden is the Chairman of ARGE Consulting, a management consulting firm known for value creating strategies and institution building. He is also the Chairman of Rothschild investment bank in Turkiye. His career spans the private sector, public sector, multinational institutions, NGOs, and academia. Dr. Argüden served on the boards of more than 50 national and international corporations. He is an adjunct Professor of Business Strategy; and an author of numerous books and a columnist focusing on business and strategy issues. He is a renowned governance expert and has been selected as a member of the Private Sector Advisory Group of the IFC Corporate Governance Group, as well as being the Vice-Chairman of the Public Governance Committee of the Business and Industry Advisory Committee (BIAC) to the OECD. He is also the founder of the non-profit Argüden Governance Academy. As the elected Chair of Local Networks Advisory Group he represented the National Networks at the Board of the UN Global Compact, the world’s largest sustainability platform. He is an Eisenhower Fellow, a recipient of numerous leadership, distinguished citizenship and career awards, and was selected by the World Economic Forum, as a “Global Leader for Tomorrow” for his commitment to improving the state of the world.
Armağan Özgörkey
Board of Directors member candidate
Armağan Özgörkey, a Board Member of Coca Cola İçecek since 1998, got his bachelor’s degree in accounting from the University of Oglethorpe in Atlanta, USA. Between 1985 and 1995, he was the CEO of a project including the Aegean and Mediterranean regions as well as Romania for Coca-Cola Turkey within his family business. Özgörkey joined Efes İçecek Group in 1995 in the capacity of Vice President for Eastern Europe, a position that mainly involved beverage investment projects in Romania. Since 1997, he has held the Vice Presidency of the Executive Board at Özgörkey Holding A.Ş., active in the plastics, packaging and fruit juice concentrate sectors, as well as being a board member at Coca Cola İçecek A.Ş. Since 2009, he has also been a board member of Anadolu Etap Tarım ve Gıda Ürünleri Sanayi ve Ticaret A.Ş., active in the fruit and vegetable juice concentrate sectors. Özgörkey became the Honorary Consul of Romania in İzmir in 1993 and was further honored with an Order of State. He is currently the Honorary Consul of Romania in Antalya. He was the head of the Turkish Equestrian Federation between 2006 and 2012. He is currently the Vice President of the European Equestrian Federation (EEF) and the Head of International Equestrian Federation Group I (Fédération Équestre Internationale – FEI).
Mehmet Hurşit Zorlu
Board of Directors member candidate
Mr. Zorlu has been a Board Member of CCI since 2004. He holds a Bachelor of Science degree in Economics from Istanbul University. Prior to joining Anadolu Group in 1984, he held various positions in Toz Metal and Turkish Airlines. Mr. Zorlu joined Anadolu Group as a Marketing Specialist at the Efes Beverage Group and held various positions including Assistant Marketing Manager, Assistant Project Development Manager, Project Development Manager and Business Development & Investor Relations Director. Mr. Zorlu held the position of Chief Financial Officer (CFO) for Efes Beverage Group between 2000-2008 and the position of CFO for Anadolu Group between 2008-2013. From 2013 onwards he served as the Deputy CEO of Anadolu Group, until his appointment as the CEO of Anadolu Group in February 2017. He also currently acts as a Board Member in various Anadolu Group companies. Mr. Zorlu is the Chairman of Turkish Corporate Governance Association (TKYD) and also serves as a Board Member in Turkish Investor Relations Society (TUYİD).
Coca-Cola İçecek A.Ş. Informative Document for Ordinary General Assembly dated April 10, 2017 page 10
Informative Document for Coca-Cola İçecek A.Ş. General Assembly
S. Metin Ecevit
Board of Directors member candidate
Born in 1946, Mr. Ecevit graduated from the Faculty of Political Sciences in 1967. He received a master’s degree from Syracuse University in Economics in 1976. Between 1967 and 1980, he worked as the Tax Inspector and Deputy General Manager of General Directorate of Revenues in Finance Ministry. Mr. Ecevit joined Anadolu Group in 1980 and assumed responsibilities in the automotive companies of the Group at various levels such as General Manager, Board Member and Chairman of the Board. He retired in 2006 as per the Group’s age requirements, while he was serving as the Automotive Group President. Between 1992 and 2004 he served as a Board Member and the Chairman of the Turkish Association of Imported Car Distributors. He currently serves as a Board Member in Coca-Colaİçecek A.Ş. and many other Anadolu Group companies and as the Chairman of the Board in Yazıcılar Holding A.Ş.
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.
Coca-Cola İçecek A.Ş. Informative Document for Ordinary General Assembly dated April 10, 2017
page 11
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 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.
Coca-Cola İçecek A.Ş. Informative Document for Ordinary General Assembly dated April 10, 2017 page 12