COCA-COLA İÇECEK A.Ş. — AGM Information 2018

Mar 21, 2018

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Information Document for General Assembly

Coca-Cola İçecek A.Ş. Information Document for Ordinary General Assembly dated April 13, 2018 page 1

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

Coca-Cola İçecek A.Ş.’s Ordinary General Assembly meeting shall be held on April 13, 2018, at 14.00 at “Dudullu OSB Mah., Deniz Feneri Sk. No: 4 Ümraniye 34776, Istanbul” to discuss the agenda items stated below.

Financial Statements, Independent Auditor’s Report, the Corporate Governance Principles Compliance Report, Dividend Proposal for the year 2017 as well as the Information Document for the General Assembly meeting which includes the below agenda items and required explanations as per the Capital Markets Board’s regulations shall be made available to the Shareholders at the Company headquarters located at “Dudullu OSB Mah. Deniz Feneri Sk. No: 4 Ümraniye 34776, Istanbul”, on the Company 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 shall 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 the Company website at www.cci.com.tr and accordingly submit their proxies bearing their notarised signatures to the Company by fulfilling the 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 and numbered 28861. A proxy document is not required from a proxy appointed electronically through the Electronic General Meeting System. It shall not be possible to attend the general assembly with a proxy which does not comply with the proxy form required under the aforementioned Communiqué and a copy of which is attached hereto.

Shareholders who shall vote using the Electronic General Assembly System are kindly asked to obtain information from the Central Registry Agency, the Company website at www.cci.com.tr or the Company Headquarters to ensure that they comply with the provisions of the “Regulations Concerning Electronic General Assemblies of 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 to attend the General Assembly.

Pursuant to Capital Markets Law, shareholders shall not be further sent a registered letter for those shares which are registered and traded on the Stock Exchange.

Respectfully submitted to the attention of the Shareholders.

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

Coca-Cola İçecek A.Ş. Information Document for Ordinary General Assembly dated April 13, 2018

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

ADDITIONAL EXPLANATIONS UNDER CMB REGULATIONS

Additional explanations concerning agenda items required under the CMB’s “Communiqué on Corporate Governance (II-17.1) are provided for 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 conditions 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.

As of the date of the publication of this Information Document, the voting rights of our shareholders are presented in the table below:

Trade Title/Name Surname of Shareholder	Share in Capital (TRL)	Share in Capital (%)	Voting Right (TRL)	Voting Right Percentage (%)
Anadolu Efes Biracılık ve Malt San. A.Ş.	102,047,307.75	40.12	102,047,307.75	40.12
The Coca-Cola Export Corporation	51,114,279.79	20.09	51,114,279.79	20.09
Efes Pazarlama ve Dağıtım Tic. A.Ş.	25,788,051.33	10.14	25,788,051.33	10.14
Özgörkey Holding A.Ş.	7,392,010.61	2.91	7,392,010.61	2.91
Publicly-held	68,029,103.68	26.74	68,029,103.68	26.74
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 Add Items to the Agenda:

No such request has been communicated for the Ordinary General Assembly meeting to be convened to discuss the activities in 2017.

3. Information on any change in the Management and Operational activities of the Company and its Subsidiaries in the previous Fiscal Period and the Changes that are Planned for the Following Fiscal Periods and the Reasons of These Changes

There are no significant changes in the management and operational activities of the Company and its subsidiaries that affected the Company during the previous fiscal period or is expected to have an impact in the following fiscal periods.

Coca-Cola İçecek A.Ş. Information Document for Ordinary General Assembly dated April 13, 2018

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COCA-COLA İÇECEK ANONİM ŞİRKETİ AGENDA FOR THE ORDINARY GENERAL ASSEMBLY DATED APRIL 13, 2018

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

According to the provisions of the “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 2017, 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 27 February 2018. The annual report is also available at the Company headquarters as well as on the corporate website at www.cci.com.tr.

3. Reading the Independent Audit Report

The summary of the independently audited financial statements of our Company for the accounting period of January – December 2017, 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 Public Disclosure Platform, the Corporate website at www.cci.com.tr as well as in the 2017 Annual Report.

4. Reading, discussion and approval of our Company’s Financial Statements for the year 2017 prepared in accordance with the Capital Markets legislation,

Pursuant to the TCC and the CMB Regulations, the Consolidated Balance Sheet as of 31 December 2017 and the Income Statement for the period 1 January 2017 and 31 December 2017 shall be read, discussed and voted upon at the General Assembly. These documents are available on the Public Disclosure Platform, at the company headquarters and on the corporate website at www.cci.com.tr.

5. Release of each and every member of the Board of Directors from liability with regards to 2017 activities of the Company,

Pursuant to the TCC and the Regulation, a proposal for releasing the members of the Board of Directors for the accounts and operations of 2017, shall be submitted to the approval of the General Assembly.

Coca-Cola İçecek A.Ş. Information Document for Ordinary General Assembly dated April 13, 2018 page 4

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

6. Approval of the Board of Directors’ proposal on distribution of profits for 2017,

As per the resolution of the Board of Directors of Coca-Cola İçecek (CCI) dated February 27, 2018;

In 2017, our Company recorded a net income of TL 237,627,000.00 in the consolidated financial statements prepared in accordance with the Turkish Financial Reporting Standards. The Board of Directors resolved to propose to the General Assembly the distribution of a total TL 200,189,805.00 gross dividends to be paid starting from May 25, 2018. Of this amount, after the deduction of the 2016 fiscal year net loss (28.393.652,00 TL) and statutory liabilities, TL 170,000,000.00 will be paid from 2017 net income, and TL 30,189,805.00 will be paid from 2009 extraordinary reserves. As per the proposal, the remainder of 2017 net income will be added to the extraordinary reserves.

Subject to the approval of the above proposal by the General Assembly, a gross cash dividend of TL 0,787 (TL 0,787 net) per 100 shares, representing TL 1 nominal value, will be paid to Turkey-based full and limited corporate taxpayers, who receive dividends through an established business or a representative office in Turkey. Other shareholders will receive gross TL 0, 787 (net TL 0,66895) per 100 shares.

Please refer to APPENDIX 1 for CCI’s dividend distribution tables. There is no dividend privilege that applies to share certificates.

7. Appointment 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 of the total 12 members in the Board of Directors, shall meet the independency criteria defined in the CMB’s Corporate Governance Principles.

With the resolution of our Board of Directors following the recommendation of our Corporate Governance Committee based on its assessment of the candidates, Mr. Ali Galip Yorgancıoğlu, Mr. Uğur Bayar, Mr. Tayfun Bayazıt and Mr. İzzet Karaca have been determined as Independent Board Member candidates and the CMB with its decision dated 01.03.2018 and numbered 29833736-110.07.07-E.2380 confirmed that it did not have any dissent opinion thereto.

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 independent board member candidates are provided under APPENDIX 2 .

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

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

In line with the Audit Committee's evaluation and the Capital Markets Board’s Communiqué on Independent Audit, on March 21, 2018, Coca-Cola İçecek’s (CCI) Board of Directors resolved to appoint DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A Member of

Coca-Cola İçecek A.Ş. Information Document for Ordinary General Assembly dated April 13, 2018 page 5

Deloitte Touche Tohmatsu Limited) to audit our Company’s 2018 financial statements. It was also decided to submit the appointment resolution for the approval of the General Assembly.

9. Informing the General Assembly on the donations made by the Company in 2017, in accordance with the Capital Markets Board’s regulations,

Article 6 of the Capital Market Board’s Communiqué on Dividends (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 must 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. In 2017, CCI did not make any donation to Anadolu Education and Welfare Foundation as specified in Article 15 of the Articles of Association. A total amount of TL 492,238.78 was donated to other non-profit associations.

10. Informing the General Assembly on any guarantees, pledges, mortgages and surety issued by the Company in favor of third parties for the year 2017 and the income or benefit obtained by the Company, in accordance with the Capital Markets Board’s regulations

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 Our Company did not grant or establish any surety, guarantee, pledge or mortgage in favor of any third parties.

11. Informing the General Assembly on the transactions, if any, within the context of Article 1.3.6. of Annex-1 of the Corporate Governance Communiqué (II-17.1.) of the Capital Markets Board,

According to principle number 1.3.6 of Annex-1 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 2017.

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

Coca-Cola İçecek A.Ş. Information Document for Ordinary General Assembly dated April 13, 2018 page 6

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

members to perform such transactions shall be submitted to the approval of the General Assembly.

13. Closing

APPENDIX:

Appendix 1: Dividend Distribution Table

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

Coca-Cola İçecek A.Ş. Information Document for Ordinary General Assembly dated April 13, 2018 page 7

Appendix 1: Dividend Distribution Table

COCA-COLA İÇECEK A.Ş. 2017 DIVIDEND DISTRIBUTION TABLE (TL)	COCA-COLA İÇECEK A.Ş. 2017 DIVIDEND DISTRIBUTION TABLE (TL)	COCA-COLA İÇECEK A.Ş. 2017 DIVIDEND DISTRIBUTION TABLE (TL)	COCA-COLA İÇECEK A.Ş. 2017 DIVIDEND DISTRIBUTION TABLE (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 the Articles of Association
3.	Profit for the Period	377.152.000,00	240.649.319,28
4.	Taxes(-)	139.525.000,00 -	-
5.	Net Profit(=)	237.627.000,00	240.649.319,28
6.	Previous Years’ Losses(-)	28.393.652,00 -	51.010.561,84 -
7.	General Legal Reserves(-)	-	-
8.	NET DISTRIBUTABLE PROFIT(=)	209.233.348,00	189.638.757,44
9.	Donations within theyear(+)	336.804,00
**10. **	Net Distributable Profit including the Donations	209.570.152,00
**11 **	First Dividend to Shareholders of Ordinary Shares	170.000.000,00
	- Cash Dividend	170.000.000,00
	- Bonus Issue
	- Total	170.000.000,00
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 of Ordinary Shares	-
**16. **	General Legal Reserves	18.747.126,60
17.	StatutoryReserves
18.	Special Reserves
**19. **	EXTRAORDINARY RESERVES	-
**20. **	Distributable Other Sources	30.189.805,00
	- Previous Year Profit - Extraordinary Reserves - Other Reserves Distributable asper Law and Articles of Association	30.189.805,00

Coca-Cola İçecek A.Ş. Information Document for Ordinary General Assembly dated April 13, 2018

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

COCA-COLA İÇECEK A.Ş. 2017 Dividend Distribution Table

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TOTAL DIVIDEND/ NET DIVIDEND PER 1 TL NOMINAL
GROUP TOTAL DIVIDEND (TL)
DISTRIBUTABLE PROFIT VALUED SHARE
CASH DIVIDEND (TL) BONUS ISSUE (TL) RATE (%) AMOUNT (TL) RATE (%)
NET A 62.959.999,86 - 0,3145015 0,7870000 78,70000
B 34.192.910,00 - 0,1708025 0,6689500 66,89500
C 46.198.927,59 - 0,2307756 0,6689500 66,89500
C (no withholding tax) 42.651.172,68 - 0,2130537 0,7870000 78,70000
TOTAL 186.003.010,13
THE AMOUNT PAY OUT RATIO ( DIVIDENDS/NET DISTRIBUTABLE INCOME INCLUDING DONATIONS)
OF
DISTRIBUTED
DIVIDENDS (TL)
200.189.805 95,52%
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Coca-Cola İçecek A.Ş. Information Document for Ordinary General Assembly dated April 13, 2018

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

İzzet Karaca

Board of Directors independent 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 complies with all of the independent member requirements, defined in the Capital Markets Board (CMB) Corporate Governance Principles.

Ali Galip Yorgancıoğlu

Board of Directors independent member candidate

A. Galip Yorgancıoğlu graduated from Galatasaray High School and then he studied at the Faculty of Business Administration at Boğaziçi University. He started his professional life at Phillip Morris as Marketing Manager of Marlboro Cigarettes. Later on, he worked as South East European Marketing Director at Diageo, Turkey and Eurasia Marketing Director at Coca-Cola, and then Turkey General Manager at Burger King. In April 2004, he started to work as CEO of Mey İçki, which was founded after Tekel Alcoholic Beverages section has been privatized in December 2003. He continued to work as CEO of Mey İçki / Diageo Turkey until he retired on September 30, 2017. Mr. Yorgancıoğlu complies with all of the independent member requirements, defined in the Capital Markets Board (CMB) Corporate Governance Principles.

Uğur Bayar

Board of Directors independent member candidate

Uğur Bayar received his Bachelor of Science degree in Applied Mathematics and Statistics from the State University of New York in 1997. Bayar began his career at Citibank Turkey in 1987, taking various positions at the treasury of the bank until 1992, when he moved to public service. Between 1992 and 1997, he served as Vice President of Public Partnership Administration of the Prime Ministry of Turkey and between 1997 and 2002 as President of Privatization Administration of the Prime Ministry of Turkey. During this period, he served as Chairman of the board of Erdemir and Petrol Ofisi and a board member of Turkish Airlines and Türk Telekom. Uğur Bayar joined Credit Suisse in 2004 and worked as Turkey’s Chief Executive Officer and Head of Investment Banking until 2017. In addition, Bayar serves as Chairman of WWF Turkey (World Wildlife Foundation) while he serves as a board member at; Anadolu Holding, Tekfen, Teknoloji Yatırım ve Tic. A.Ş and at SAMUMED Biotechnology Company, based in San Diego. Mr. Bayar complies with all of the independent member requirements, defined in the Capital Markets Board (CMB) Corporate Governance Principles.

Coca-Cola İçecek A.Ş. Information Document for Ordinary General Assembly dated April 13, 2018 page 10

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

Tayfun Beyazıt

Board of Directors independent member candidate

Born in 1957, Tayfun Bayazıt got his bachelor’s degree in mechanical engineering from the Southern Illinois University, followed by a master’s degree (MBA) from Columbia University. Having started his career at Citibank in 1983, Bayazıt assumed Executive Vice President and Senior Executive Vice President positions at Yapı Kredi Bank from 1986 until 1995. He was President and CEO at Interbank from 1995 to 1996, and at Banque de Commerce et de Placements from 1996 to 1999. Having served as Vice Chairman at Doğ an Holding from 1999 until 2001, Bayazıt was later appointed as CEO and Board member at Dış bank (2001-2005), Fortis Bank (2005-2007), and Yapı Kredi Bank (2007-2009), where he consequently served as Chairman from 2009 to 2011. He has been working as a consultant since 2011. Tayfun Bayazıt complies with all of the independent member requirements, defined in the Capital Markets Board (CMB) Corporate Governance Principles.

Coca-Cola İçecek A.Ş. Information Document for Ordinary General Assembly dated April 13, 2018

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