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COCA-COLA İÇECEK A.Ş.

Annual Report Nov 4, 2024

5900_rns_2024-11-04_ff34b593-9e80-439b-b4a6-37ae355dccee.pdf

Annual Report

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COCA-COLA İÇECEK A.Ş. INTERIM REPORT

as of September 30, 2024

COMMENTS FROM THE CEO, KARIM YAHI2
ABOUT CCI3
SHAREHOLDING STRUCTURE3
BOARD OF DIRECTORS3
MANAGEMENT4
DEVELOPMENTS DURING THE PERIOD5
SUBSEQUENT EVENTS
25
ADDITIONAL INFORMATION RELATED TO OPERATIONS
25
SHAREHOLDERS' INFORMATION
27
SUBSIDIARIES

28
FINANCIAL AND OPERATIONAL PERFORMANCE
29

COMMENTS FROM THE CEO, KARIM YAHI

Karim Yahi, CEO of Coca-Cola Içecek (CCI), commented:

We have left behind a notably challenging quarter with lingering macro-economic difficulties, severe weakness in consumers' purchasing power and geopolitical sensitivities setting the stage. In this unprecedented challenging context, as CCI, we have remained focused on what we can impact and that is to create value for our consumers and customers, the communities we serve and our people. More than ever, our teams have worked with the highest level of dedication to manufacture, sell and deliver our diversified portfolio of beverages to a 600 million population.

In 3Q24, while persistent high inflation and the spill-over of the on-going conflict in the Middle-East have put a dent on consumer confidence in our key operating regions, we have strengthened the fundamentals of our business. We have delivered 36.7 billion TL NSR in 3Q24 and \$2.70 NSR/uc (excluding TAS 29) – marking the highest NSR/uc generation in the last decade. We have remained focused on maintaining affordable price points and creating quality revenue via accelerating our mix of small-packages, stills portfolio, traditional trade and on-premise channels. In addition to activating all levers of sustainable revenue growth, our proactive cost management initiatives resulted in 129 bps y/y gross profit margin growth and 5.2 billion TL net profit in 3Q24.

In 3Q24, we saw a 9.2% y/y decline in consolidated sales volumes, totaling 438 million unit cases. Despite this decline, we continued growing in smaller packages, in higher-value channels and categories, all in line with our long-term strategy. The share of immediate consumption ("IC") packages rose by 307 bps y/y to 29.4%, building on a 216 y/y increase in 3Q23. Additionally, the traditional channel's share grew by 46 bps y/y in 3Q24, following a 79 bps rise in 3Q23. Likewise, we continued to diversify our portfolio with the stills category reaching 9.6% of our total volume vs 8.2% a year ago.

The cumulative impact of years of inflation combined with the spill-over from the conflict in the Middle-East have negatively impacted our performance in Türkiye and Pakistan, leading to volume declines of 12.2% and 22.9%, respectively. However, we saw a 1.3% y/y volume growth in other international markets, driven by strong performance in Iraq and Azerbaijan, along with a recovery in Kazakhstan. Our relentless focus on execution has resulted in yearto-date market share expansion and continued progress toward our long-term strategic aspiration. Consequently, Türkiye improved market share by 3.4 pps in sparkling from December 2023 to September 2024 and Pakistan achieved a 365 bps y/y increase in IC share.

Mindful of prolonged macroeconomic challenges, stronger-than-anticipated reduction in purchasing power in our certain regions, and the on-going conflict in the Middle-East, we are revising our full year sales volume guidance from "flat-to-low-single-digit growth" to "lowto-mid-single-digit volume decline". As a result, we are adjusting our FX-neutral NSR growth guidance from "low 30s % growth" to "high 10s to low 20s % growth." However, we are maintaining our EBIT margin guidance at "slight decline to flat compared to last year," supported by timely hedging and our commitment to strict opex management.

Last but not the least, we continued to make progress in ESG towards our 2030 Pledges. CCI received the best ESG program award from Extel and last quarter, we started operating with 100% renewable energy in two of our plants in Türkiye. The past quarter is a reminder of the volatile nature of our operating countries, yet CCI has once again stepped up to the challenge to focus on the fundamentals of our business and strengthen our competitive edge in order to capture the significant long-term growth and value creation opportunity of our low-per capita markets.

ABOUT CCI

CCI is a multinational beverage company which operates in Türkiye, Pakistan, Kazakhstan, Iraq, Uzbekistan, Bangladesh, Azerbaijan, Kyrgyzstan, Jordan, Tajikistan, Turkmenistan, and Syria. CCI produces, distributes and sells sparkling and still beverages of The Coca-Cola Company and Monster Energy Beverage Corporation along with the production of fruit juice concentrate via its affiliate Anadolu Etap İçecek (Anadolu Etap Penkon Gıda ve İçecek Ürünleri Sanayi ve Ticaret Anonim Şirket).

CCI employs more than 10,000 people, has a total of 33 bottling plants, and 3 fruit processing plants in 12 countries, offering a wide range of beverages to a population base of 600 million people. In addition to sparkling beverages, the product portfolio includes juices, waters, sports and energy drinks, iced teas and coffee.

CCI's shares are traded on the Borsa Istanbul Stock Exchange (BIST) under the symbol "CCOLA.IS".

SHAREHOLDING STRUCTURE
Anadolu Efes Biracılık ve Malt Sanayi A.Ş. 40.12%
The Coca-Cola Export Corporation 20.09%
Efes Pazarlama ve Dağıtım Ticaret A.Ş. 10.14%
Free Float and Other 29.65%
Total 100.00%

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

BOARD OF DIRECTORS

CCI has a Board of Directors consisting of 12 members, 4 of whom are independent. The Board Members, elected to the Board of Directors for 1 year at the Ordinary General Assembly Meeting, which was held on April 5, 2024 and in charge as of 30.09.2024 are as follows:

Chairperson (Non-executive)
Vice Chairperson (Non-executive)
Member (Non-executive)
Member (Non-executive)
Member (Non-executive)
Member (Non-executive)
Member (Non-executive)
Member (Non-executive)
Member (Independent)
Member (Independent)
Member (Independent)
Member (Independent)

In 9M24, there arose no situation which revoked the independence of independent members of the Board of Directors.

Committees established under the Board of Directors

There are four committees active under CCI's Board of Directors: Audit Committee, Corporate Governance Committee, Risk Detection Committee and Sustainability Committee. According to the Board of Directors resolution dated 05.04.2024, the members of the Committees in charge as of 30.09.2024 are as follows:

Independent Member Executive Member
Audit Committee
Emin Ethem Kutucular
-
Chairperson
Yes No
Barış Tan

Member
Yes No
Corporate Governance Committee
İlhami Koç

Chairperson
Yes No
Talip Altuğ Aksoy

Member
No No
Burak Başarır –
Member
No No
M. Hurşit Zorlu –
Member
No
R. Yılmaz Argüden –
Member*
Esel Yıldız Çekin –
Member*
Çiçek Uşaklıgil Özgüneş –
Member*
Risk Detection Committee
Lale Develioğlu
-
Chairperson
Yes No
Burak Başarır –
Member
No No
M. Hurşit Zorlu

Member
No No
Agah Uğur –
Member
No No
Emin Ethem Kutucular -
Member
Yes No
Sustainability Committee
Barış Tan –
Chairperson
Yes No
Burak Başarır –
Member
No No
Lale Develioğlu -
Member
Yes No

*Not a board member

MANAGEMENT

Name-Surname Title
Karim Yahi Chief Executive Officer
Erdi Kurşunoğlu Chief Financial Officer
Kerem Kerimoğlu Chief Supply Chain Officer
Burak Gürcan Chief Human Resources Officer
Rüştü Ertuğrul Onur General Counsel
Ahmet Öztürk Chief Audit Executive
Aslı Kamiloğlu Chief Digital Technology Officer
Burcun Serra İmir Belovacıklı Chief Corporate Affairs Officer
Ahmet Kürşad Ertin South Asia and Middle East Region Director
Erdinç Güzel Caucasia and Central Asia Region Director
Hasan Ellialtı Türkiye Region Director

DEVELOPMENTS DURING THE PERIOD

08.01.2024

2023 Volume Announcement

4Q23 Key Highlights

  • Consolidated sales volume down by 11.5% y/y
  • Türkiye sales volume down by 21.8% y/y
  • International sales volume down by 4.7% y/y
  • The sparkling category's sales volume down by 16.5% y/y
  • The stills category's sales volume up by 12.7% y/y
  • Immediate Consumption ("IC") mix up by 889bps y/y, reaching 41% in Türkiye
  • On a consolidated basis, IC mix has improved by 388 bps y/y, reaching 31%

FY23 Key Highlights

  • Consolidated reported sales volume down by 2.6% y/y
  • Türkiye sales volume down by 5.1% y/y
  • International sales volume down by 1.1% y/y
  • The sparkling category's sales volume down by 3.3% y/y
  • The stills category's sales volume up by 6.2% y/y
  • Energy sub-category's sales volume up by 4.6% y/y
  • Adult premium sub-category's sales volume up by 10.9% y/y
  • IC mix up by 129 bps y/y, reaching 27.3% on a consolidated basis
  • Low/No sugar share in sparkling portfolio up by 20pp y/y in Turkiye and by 5pp y/y CCI consolidated

08.01.2024

2024 Guidance

The forward looking guidance below is given on an organic basis and without any potential impact from the implementation of TAS 29 (Financial Reporting in Hyperinflationary Economies).

Year-on-year changes are based on 2023 financials without inflation accounting and may change as per TAS 29.

In 2023, we faced several challenges in our operating environment, with some already incorporated into our business plans and others proving more severe than expected. As previously communicated and detailed in our FY23 volume announcement, the devastating earthquake in Türkiye and macroeconomic headwinds in Pakistan led to softer-than-anticipated volumes throughout the year. Nonetheless, we maintained a strong commitment to creating value and worked diligently to increase per capita consumption in our geographies through effective Revenue Growth Management actions and robust marketing initiatives.

Looking ahead into 2024, we will continue to leverage our diversified brand portfolio, execution capabilities, and expertise in operating in emerging and frontier markets. Our focus remains intact: "building per capita NARTD consumption and creating value through Quality Growth Algorithm."

Although coming down from its peak levels, CCI expects inflation to remain relatively high in 2024, especially in Türkiye and Pakistan. Our dynamic pricing and effective mix optimization, disciplined cost and expense management, along with proactive procurement and hedging initiatives will support the delivery of Quality Growth Algorithm: growing revenue ahead of volume and operating profit ahead of revenue in 2024 as well.

CCI will continue to invest ahead of demand to maximize future value. Besides the addition of new lines and digitization in various operations, CCI expects its two new plants in Uzbekistan and Kazakhstan to be operational in 2024.

Our company's expectations for 2024 are as follows (on an organic basis and without any potential impact from the implementation of inflation accounting):

Sales Volume:

Mid-single digit volume growth on a consolidated basis; Mid-single digit growth both in Türkiye and in the international operations Net Sales Revenue: Low-40s percentage FX-neutral NSR growth EBIT Margin: Flat vs previous year

19.01.2024

Completion of TL Bond Issuance

The TL Bond issuance of TRY 1,000,000,000 is completed as per the Capital Markets Board's approval numbered 76/1669 on 07.12.2023. The Bond with ISIN code TRFCOLA12518 has 364 days of maturity and coupon payment of two times a year, with fixed interest rate of 46.5% maturing at 17.01.2025. Transaction date is 17.01.2024 and settlement date is 19.01.2024. The issuance was advised by İş Yatırım Menkul Değerler A.Ş.

22.01.2024

Coupon Payment of Debt Instrument

Related Issue Limit Info

: USD
: 750,000,000
: Debt Securities
: Oversea
: Oversea

Capital Market Instrument to Be Issued Info

Type : Bond
Maturity Date : 20.01.2029
Maturity (Day) : 2,520
Interest Rate Type : Fixed Rate
Interest Rate -
Yearly Simple (%)
: 4.50
Sale Type : Oversea
CMB Approval Date : 30.12.2021
Ending Date of Sale : 20.01.2022
Maturity Starting Date : 20.01.2022
Nominal Value of Capital Market Instrument Sold : 500,000,000
Issue Price : 98.526
Coupon Number : 14
Currency Unit : USD
Coupon Number Payment Date Was The Payment Made?
1 20.07.2022 Yes
2 20.01.2023 Yes
3 20.07.2023 Yes
4 22.01.2024 Yes
5 20.07.2024
6 20.01.2025
7 20.07.2025
8 20.01.2026
9 20.07.2026
10 20.01.2027
11 20.07.2027
12 20.01.2028
13 20.07.2028
14 20.01.2029
Principal/Maturity Date Payment Amount 20.01.2029

Redemption Plan of Capital Market Instrument Sold

23.01.2024

Redemption of the Bond with the ISIN Code of TRFCOLA12419

Coupon and principal payments of the TL bond with ISIN code TRFCOLA12419 which was issued on 24.01.2023 with a nominal value of TL 1,000,000,000 and 364 days maturity, were made today.

15.02.2024

Announcement Regarding the Acquisition of Coca-Cola Bangladesh Beverages Limited

Coca-Cola İçecek ("CCI" or "Our Company") - together with its wholly owned subsidiary CCI International Holland B.V. ("CCIHBV") - and a subsidiary of The Coca-Cola Company ("TCCC"), today signed a share purchase agreement ("SPA") for the acquisition of 100% shares in Coca-Cola Bangladesh Beverages Limited ("CCBB"), where CCIHBV will be the main direct shareholder. CCBB is one of the two companies involved in the production, sale, and distribution of sparkling and still brands of The Coca-Cola Company in Bangladesh.

As per the Agreement, CCI will acquire 100% of CCBB shares for an equity value ("Equity Value") to be calculated by subtracting the estimated net financial debt of CCBB as of the closing date from an enterprise value of USD 130 million. The Equity Value will be subject to a post-closing price adjustment mechanism following the completion of a closing audit to determine the exact net financial debt amount of CCBB as of the closing date. The acquisition is expected to be financed by CCIHBV's existing cash resources and will have a modest impact on CCI's net leverage.

About CCBB:

CCBB is one of the two Coca-Cola bottlers operating in Bangladesh. Established in 2009, CCBB serves approximately 100 million consumers in Bangladesh's Rangpur, Raj Shahi, Mymensingh and Dhaka regions. CCBB offers consumers sparkling and still brands of The Coca-Cola Company with more than three hundred employees, one bottling plant and three main warehouses. CCBB serves approximately three hundred thousand points of sale and partners with close to five hundred distributors. Sparkling soft drinks account for most of CCBB's total sales, while the remainder of its product portfolio consists of the water category. In the past 5 years, CCBB has continuously strengthened its competitive position in the market to become market leader in the sparkling category with 45.3% value market share as of 2023.

Commenting on the acquisition, Karim Yahi, CEO of CCI said, "We are very pleased to sign the share purchase agreement to acquire CCBB, which we see as a great opportunity to enter a market with significant future potential, where growth and value can be generated by deploying CCI's core capabilities. This acquisition also creates a more diverse geographical footprint for CCI and solidifies its alignment with TCCC."

About Bangladesh:

Located in South Asia, Bangladesh is the 8th most populated country in the world with a population of approximately 170 million people. Bangladesh's GDP grew by an average of 6.5% annually between 2012 and 2022 and is expected to grow at an average annual rate of 6.7% in the 2023-2028 period, according to IMF forecasts*. During the same period, IMF estimates that Emerging Markets GDP will post 4.0% average annual growth. Bangladesh, which is included in the category of low to middleincome countries by the World Bank since 2015, is expected to exit the United Nations Least Developed Countries list by 2026**.

The non-alcoholic ready to drink ("NARTD") market in Bangladesh posted 10% CAGR between 2019 - 2022 and reached approximately 410 million uc***. The NARTD market in Bangladesh is expected to reach 716 million uc with an average annual growth of 12% in the 2023-2032 period.

(*) Source: IMF World Economic Outlook, Real GDP Growth (USD), October 2023 (**) Source: The Economic Intelligence Unit country report (***) Source: Global data industry estimates

20.02.2024

Completion of the Coca-Cola Bangladesh Beverages Limited Acquisition

As announced to the public on February 15th, 2024, Coca-Cola İçecek ("CCI" or "Our Company") - together with its wholly owned subsidiary CCI International Holland B.V. ("CCIHBV") - and a subsidiary of The Coca-Cola Company ("TCCC"), had signed a share purchase agreement ("SPA") for the acquisition of 100% shares in Coca-Cola Bangladesh Beverages Limited ("CCBB"), where CCIHBV will be the main direct shareholder.

The transaction is completed as of February 20, 2024, following the registration of the share transfer by the relevant Bangladesh authorities. The equity value will be subject to adjustments on the pre-agreed enterprise value based on closing audit findings. Upon the completion, CCI now, directly and indirectly, owns a 100% stake in CCBB.

13.03.2024

CMB Application for Articles of Association Amendment: Scope & Objective of the Company

Pursuant to the Resolution of the Board of Directors of our Company dated March 7, 2024, an application has been made to the Capital Markets Board, in order to amend the Article 3 of the Articles of Association; i.e., Scope and Objective of the Company. In the event that the Capital Markets Board approves the amendment, an application will be made to the Ministry of Trade to obtain the necessary permissions and approvals for the amendment of the Articles of Association. Following the approvals, the aforementioned amendment to the Articles of Association will be submitted to the Company's annual General Assembly meeting scheduled to be held in April for the fiscal year 2023.

13.03.2024

CMB Application to Switch to Authorized Capital System

Pursuant to the Resolution of the Board of Directors of our Company dated March 4, 2024;

    1. To amend Article 6 titled "Share Capital" of our Company's Articles of Association as stipulated in the attached amendment text, which enables our Company to switch to Authorized Capital System, in order to benefit from the transaction convenience provided to publicly traded companies within the framework of the Authorized Capital System Communiqué numbered II-18.1 issued by the Capital Markets Board;
    1. To determine the upper limit of the registered capital of the Company shall be determined as TL 6,000,000,000 (Six Billion Turkish Liras), in consideration of the provision of the Capital Markets Board's Communiqué on Authorized Capital System (II-18.1) which entails the upper limit of the registered capital not to exceed five times the higher of the paid-in capital or shareholders' equity of the Company;

an application has been made to the Capital Markets Board in order to obtain the necessary permissions and approvals in accordance with the relevant legislation before the said amendment to the Articles of Association is submitted to the approval of the shareholders at the ordinary general assembly for the fiscal year 2023.

In the event that the Capital Markets Board approves the amendment, an application will be made to the Ministry of Trade to obtain the necessary permissions and approvals for the amendment of the Articles of Association. Following the approvals, the aforementioned amendment to the Articles of Association will be submitted to the Company's annual General Assembly meeting scheduled to be held in April for the fiscal year 2023.

13.03.2024

2023 Earnings Release

Our consolidated financial statements for 01.01.2023 – 31.12.2023 accounting period has been disclosed. Please find the related earning release on Investor Relations website.

13.03.2024

Dividend Distribution Proposal

As per the consolidated financial statements of our company prepared in accordance with CMB accounting standards, in 2023, our Company recorded a net income of TL 20,579,818,000.00. The Board of Directors resolved to propose to the General Assembly the distribution of gross dividends of TL 2,000,015,710.55, after legal liabilities are deducted from 2023 net income starting from 27 May 2024. As per the proposal, the remainder of 2023 net income will be added to the extraordinary reserves. Subject to the approval of the General Assembly, entities which are Türkiye resident taxpayers or entitled to such dividends through a permanent establishment or a permanent representative in Türkiye, will be paid a gross cash dividend of TL 7.8626 (net TL 7.8626) per 100 shares, representing TL 1 nominal value. While other shareholders will receive gross TL 7.8626 (net TL 7.07634) per 100 shares.

The dividend distribution table and informative table on dividend rates are available on the public disclosure.

13.03.2024

2023 Corporate Governance Compliance Report

2023 Corporate Governance Compliance Report has been published. Please find the related report on Investor Relations website and Public Disclosure Platform.

13.03.2024

2023 Corporate Governance Information Form

2023 Corporate Governance Information Form has been published. Please find the related form on Investor Relations website and Public Disclosure Platform.

14.03.2024

2023 Integrated Annual Report

2023 Integrated Annual Report is available at our Company website.

14.03.2024

Determination of Independent Audit Company

In line with the opinion of the Audit Committee and in compliance with Capital Markets Board's Communiqué on Independent Audit, Coca-Cola İçecek's (CCI) Board of Directors resolved to appoint PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's 2024 financial statements on March 13, 2024. It was also decided to submit the appointment resolution for the approval of the General Assembly.

14.03.2024

Renewal Of Directors and Officers Liability Insurance

In accordance with the article 4.2.8 of Corporate Governance Principles in Capital Markets Board's Corporate Governance Communiqué (II-17.1), the "Directors and Officers Liability Insurance" policy of our Company has been renewed with the insurance coverage limit of 25,000,000 USD.

14.03.2024

Invitation to General Assembly Meeting

Our Company's Board of Directors resolved that, Our Company's Shareholders be invited to the 2023 Ordinary General Assembly meeting to be held on 5 April 2024 at 11:00 a.m. at Dudullu OSB Mah. Deniz Feneri Sk. No: 4 Ümraniye 34776 Istanbul to discuss the agenda items specified in the appendix and to apply to the Ministry of Trade of the Republic of Turkey to invite the superintendent and to execute other necessary legal procedures.

15.03.2024

2023 Sustainability Principles Report

2023 Sustainability Principles Report has been published. Please find the related report on Investor Relations website and Public Disclosures Platform.

19.03.2024 Coupon Payment of Debt Instrument

Related Issue Limit Info

Currency Unit : USD
Limit : 1,000,000,000
Issue Limit Security Type
Sale Type
Domestic / Oversea
Capital Market Instrument to Be Issued Info
: Debt Securities
: Oversea
: Oversea
Type
Maturity Date
Maturity (Day)
Interest Rate Type
Interest Rate -
Yearly Simple (%)
Sale Type
Approval Date of Tenor Issue Document
Ending Date of Sale
Maturity Starting Date
Nominal Value of Capital Market Instrument Sold
Nominal Amount Repurchased
Issue Price
Coupon Number
Currency Unit
: Bond
: 19.09.2024
: 2,520
: Fixed Rate
: 4.2150
: Oversea
: 14.09.2017
: 19.09.2017
: 19.09.2017
: 500,000,000
: 200,022,000
: 100
: 14
: USD

Redemption Plan of Capital Market Instrument Sold

Coupon Number Payment Date Was The Payment Made?
1 19.03.2018 Yes
2 19.09.2018 Yes
3 19.03.2019 Yes
4 19.09.2019 Yes
5 19.03.2020 Yes
6 19.09.2020 Yes
7 19.03.2021 Yes
8 20.09.2021 Yes
9 21.03.2022 Yes
10 19.09.2022 Yes
11 20.03.2023 Yes
12 19.09.2023 Yes
13 19.03.2024 Yes
14 19.09.2024
Principal/Maturity Date Payment Amount 19.09.2024

22.03.2024

CMB Approval the Proposed Changes in Articles of Association

The draft amendment of articles 3 titled "Scope & Objective" and article 6 titled "Share Capital" of our Company's Articles of Association were approved by the Capital Markets Board and submitted to our Company.

The amendment will be proposed to the approval of shareholders at the first General Assembly after the approval of the Ministry of Trade is obtained.

28.03.2024

Coupon Payment of Debt Instrument

Related Issue Limit Info
Currency Unit : TRY
Limit : 2,000,000,000
Issue Limit Security Type : Debt Securities
Sale Type : Sale to Qualified Investor
Domestic / Oversea : Domestic

Capital Market Instrument to Be Issued Info

Type : Bond
Maturity Date : 01.10.2025
Maturity (Day) : 734
Interest Rate Type : Fixed Rate
Interest Rate -
Yearly Simple (%)
: 47.00
Sale Type : Sale to Qualified Investor
Approval Date of Tenor Issue Document : 20.09.2023
Ending Date of Sale : 28.09.2023
Maturity Starting Date : 28.09.2023
Nominal Value of Capital Market Instrument Sold : 2,000,000,000
Issue Price : 1
Coupon Number : 8
Currency Unit : TRY

Redemption Plan of Capital Market Instrument Sold

Coupon Number Payment Date Was The Payment Made?
1 28.12.2023 Yes
2 28.03.2024 Yes
3 27.06.2024
4 26.09.2024
5 26.12.2024
6 27.03.2025
7 26.06.2025
8 01.10.2025
Principal/Maturity Date Payment Amount 01.10.2025

04.04.2024

Conclusion of the Related Party Transactions Report

The conclusion section of the report with respect to the terms and conditions of the transactions which are common and of a continuous nature between the Company and its subsidiaries and related parties and expected to reach, during 2024, 10% or more of the cost of sales or revenues stated in the publicly disclosed 2023 annual financial statements of the Company, and comparing these transactions with market conditions, is as follows:

"As a result of the evaluation made as per paragraph 3 Article 10 of the Capital Markets Board's "Corporate Governance" communiqué (II.17.1), by taking into account also the work undertaken by the Independent Audit Firm with respect to those transactions which are common and of a continuous nature between our Company and The Coca-Cola Export Corporation and its subsidiaries and our subsidiary Coca-Cola Satış ve Dağıtım A.Ş. and expected to reach, during 2024, 10% or more of the cost of sales or revenues stated in the publicly disclosed 2023 annual financial statements of our company, it is concluded that; the transaction conditions of Raw Material purchases which are contemplated to be made by and between our Company and its related parties, The Coca-Cola Export Corporation and its subsidiaries, and sales which are expected to be made to Coca-Cola Satış ve Dağıtım A.Ş. in 2024 shall be consistent with the transactions of previous years and at arm's length when compared with market conditions."

05.04.2024 2023 Ordinary General Assembly Results

The Ordinary General Assembly of Coca-Cola İçecek A.Ş. (CCI) relating to the 2023 financial year was held on April 5, 2024, and summary of items discussed and approved are as follows:

  • Company's Financial Statements for the year 2023 prepared in accordance with the Capital Markets legislation and Integrated Annual Report were approved.
  • Board Members were individually released from activities and operations of the Company pertaining to the year 2023.
  • As per the consolidated financial statements of our company prepared in accordance with CMB accounting standards, in 2023, our Company recorded a net income of TL 20,579,818,000.00. The distribution of gross dividends of TL 2,000,015,710.55, after legal liabilities are deducted from 2023 net income starting from 27 May 2024 was approved. As per the decision, the remainder of 2023 net income will be added to the extraordinary reserves.
  • The amendment proposal of the Company's Articles of Association, article 3 titled "Scope and Objective" - for which Capital Markets Board and Trade Ministry of Turkish Republic approvals were already obtained - was approved.
  • The amendment proposal of the Company's Articles of Association, article 6 titled "Share Capital" - for which Capital Markets Board and Trade Ministry of Turkish Republic approvals were already obtained - was approved.
  • Tuncay Özilhan, İlhan Murat Özgel, Mehmet Hurşit Zorlu, Talip Altuğ Aksoy, Kamilhan Süleyman Yazıcı, Agah Uğur, Rasih Engin Akçakoca, Burak Başarır, Lale Develioğlu (Independent), Prof. Dr. Barış Tan (Independent), İlhami Koç (Independent) and Emin Ethem Kutucular (Independent) were elected to the Board of Directors for 1 year and until their successors are elected in the subsequent Ordinary General Assembly. It was approved that an annual gross remuneration of TL 1,800,000 to be paid to each independent board member.

No remuneration will be paid to the other board members for their role as a board member.

  • The appointment of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as an external independent auditor for the 2024 financial year, was approved.
  • The shareholders were informed about the Company's donations of TL 90,107,840 to Anadolu Education and Social Aid Foundation and TL 343,812 to other charitable associations and tax-exempt foundations.
  • The shareholders were informed that there were no guarantees, pledges, mortgages and surety issued by the Company in favor of third parties and accordingly there were not any income or benefit obtained by the Company, in accordance with the Capital Markets Board's regulations.
  • Information was provided to the shareholders that there were no transactions within the context of Article 1.3.6. of Annex-1 of the Corporate Governance Communiqué (II-17.1) of the Capital Markets Board, where shareholders who have a management control, members of the board of directors, managers with administrative liability and their spouses, relatives by blood or marriage up to second degree conduct a significant transaction with the Company or its subsidiaries thereof which may cause a conflict of interest, or/and conduct a transaction on behalf of themselves or a third party which is in the field of activity of the Company or its subsidiaries thereof, or become an unlimited shareholder to a corporation which operates in the same field of activity with the Company or its subsidiaries thereof in 2023.
  • The granting of authorization to the members of the board of directors within the framework of articles 395 (Prohibition to Transact with and Incur Indebtedness to the Company) and 396 (Non-Competition) of the Turkish Commercial Code was approved.

05.04.2024

Approved Dividend Distribution Proposal at General Assembly Meeting

As per the consolidated financial statements of our company prepared in accordance with CMB accounting standards, in 2023, our Company recorded a net income of TL 20,579,818,000.00. The Board of Directors' resolution to the distribution of gross dividends of TL 2,000,015,710.55, after legal liabilities are deducted from 2023 net income starting from 27 May 2024 was approved at the General Assembly. As per the proposal, the remainder of 2023 net income will be added to the extraordinary reserves.

Entities which are Türkiye resident taxpayers or entitled to such dividends through a permanent establishment or a permanent representative in Türkiye, will be paid a gross cash dividend of TL 7.8626 (net TL 7.8626) per 100 shares, representing TL 1 nominal value. While other shareholders will receive gross TL 7.8626 (net TL 7.07634) per 100 shares.

The dividend distribution table and informative table on dividend rates are available on the public disclosure.

19.04.2024

Delegation of Authority in Board of Directors

On April 19, 2024, the Coca-Cola İçecek A.Ş. Board of Directors resolved that:

  1. Mr. Tuncay Özilhan to be appointed as "Chairperson of the Board of Directors" and Mr.Ilhan Murat Ozgel to be appointed as "Vice-Chairperson of the Board of Directors"

    1. Mr. Emin Ethem Kutucular to be appointed as "Chairperson of the Audit Committee" and Mr. Baris Tan to be appointed as "Member of the Audit Committee"
    1. Mr. Ilhami Koc to be appointed as "Chairperson of the Corporate Governance Committee" and Mr. Talip Altug Aksoy, Mr. Burak Basarir, Mr. Mehmet Hursit Zorlu, Mr. Recep Yilmaz Arguden, Ms. Esel Yildiz Cekin and Ms. Cicek Ozgunes to be appointed as "Members of the Corporate Governance Committee"
    1. Ms. Lale Develioglu to be appointed as the "Chairperson of the Committee for Early Determination of Risks" and Mr. Burak Basarir, Mr. Mehmet Hursit Zorlu, Mr. Agah Ugur and Mr. Emin Ethem Kutucular to be appointed as "Members of the Committee for Early Determination of Risks"

Our Company Board of Directors also resolved to establish a "Sustainability Committee" on April 19, 2024. Mr. Barış Tan to be appointed as the "Chairman of the Sustainability Committee", Mr. Burak Basarir and Ms. Lale Develioğlu to be appointed as "Sustainability Committee Members"

09.05.2024

Notification on the Registration of Our Company's 2022 Ordinary General Assembly Meeting

The resolutions taken at our Company's 2023 Ordinary General Assembly, held on April 5, 2024, have been registered by Istanbul Trade Registry Office on May 9, 2024.

10.05.2024

Registration of General Assembly Decision on Switch to Authorized Capital System

In line with the decision taken at the 2023 Ordinary General Assembly Meeting of our Company held on April 5, 2024, the amendment regarding the 6th article of our Company's articles of association titled "Capital" was registered by the Istanbul Trade Registry Office on May 9, 2024.

13.05.2024

Articles of Association updated

As announced to the public on 13 March 2024 and 22 March 2024, the amendments to Article 3 titled 'Purpose and Scope' and Article 6 titled 'Capital' of the Articles of Association of our Company have been approved by the Capital Markets Board, the Ministry of Trade and the Ordinary General Assembly of our Company and registered by the Istanbul Trade Registry Office on 9 May 2024.

Our current Articles of Association including the latest amendments is available on Investor Relations website.

15.05.2024

Calendar for 2024 1st Quarter Financial and Operational Results' Announcement

Our Company's financial and operational results for the period January 1, 2024 - March 31, 2024 are planned to be publicly announced on May 22, 2024 after Borsa Istanbul trading hours.

16.05.2024

Reaching An Agreement With The Collective Labor Union

Collective Bargaining Agreement negotiations between our Company and TekGıda-İş Sendikası were concluded with an agreement and the agreement is currently at the signing stage. The Collective Bargaining Agreement will be effective for 2 years between 1 January 2024 - 31 December 2025.

22.05.2024

Earnings Release for the First Quarter of 2024

Our unaudited consolidated financial statements for 01.01.2024 – 31.03.2024 accounting period has been disclosed to public. Please find the related earning release on our Investor Relations website.

14.06.2024

JCR Eurasia Rating Credit Rating Note

JCR Eurasia Rating has evaluated and affirmed "AAA (tr)" long term national issuer credit rating and "J1+ (tr)" short term national issuer credit rating which represent the highest notation with "stable" outlook for Coca-Cola içecek A.Ş.

JCR Eurasia Rating has evaluated and affirmed "BBB" long term international foreign and local currency issuer credit ratings with "stable" outlook for Coca-Cola Içecek A.Ş.

JCR Eurasia Rating has evaluated and affirmed "AAA (tr)" long term national issuer credit rating and "J1+ (tr)" short term national issuer credit rating which represent the highest notation with "stable" outlook for Coca-Cola Satış ve Dağıtım A.Ş.

JCR Eurasia Rating has evaluated and affirmed "BBB-" long term international foreign and local currency issuer credit ratings with "stable" outlook for Coca-Cola Satış ve Dağıtım A.Ş.

14.06.2024

Fitch Ratings Credit Rating Decision

Fitch Ratings ("Fitch") has affirmed Coca-Cola İcecek's ("CCI") Long-Term Issuer Default Rating ("IDR") as 'BBB' with stable outlook.

Fitch also maintained CCI's Local-Currency Long-Term Issuer Default Rating and Senior Unsecured Long-Term Ratings as 'BBB', while affirming the National Rating of AAA (tur) with Stable Outlook.

The affirmation of CCI's ratings reflects continued strong operating profitability with successful execution of the Company's expansion plan, leading to revenue and EBITDA growth. This is supported by CCI's leading positions in its core markets, the resilient nature of the soft drinks business and CCI's strong capital structure. CCI's rating also benefits from strategic support from The Coca-Cola Company as per Fitch's Parent and Subsidiary Linkage Criteria.

27.06.2024 Coupon Payment of Debt Instrument

Related Issue Limit Info

Currency Unit : TRY
Limit : 2,000,000,000
Issue Limit Security Type : Debt Securities
Sale Type : Sale to Qualified Investor
Domestic / Oversea : Domestic
Capital Market Instrument to Be Issued Info
Type : Bond
Maturity Date : 01.10.2025
Maturity (Day) : 734
Interest Rate Type : Fixed Rate
Interest Rate -
Yearly Simple (%)
: 47.00
Sale Type : Sale to Qualified Investor
Approval Date of Tenor Issue Document : 20.09.2023
Ending Date of Sale : 28.09.2023
Maturity Starting Date : 28.09.2023
Nominal Value of Capital Market Instrument Sold : 2,000,000,000
Issue Price : 1
Coupon Number : 8
Currency Unit : TRY

Redemption Plan of Capital Market Instrument Sold

Coupon Number Payment Date Was The Payment Made?
1 28.12.2023 Yes
2 28.03.2024 Yes
3 27.06.2024 Yes
4 26.09.2024
5 26.12.2024
6 27.03.2025
7 26.06.2025
8 01.10.2025
Principal/Maturity Date Payment Amount 01.10.2025

01.07.2024

Corporate Governance Compliance Rating

SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. (SAHA), one of the companies which is certified by the Capital Markets Board of Turkey (CMB) on Corporate Governance Rating, has raised Coca-Cola Içecek A.Ş.'s (CCI) Corporate Governance Rating Score to 9.50 from last year's 9.48 (on a scale of 10.00).

According to the Principles issued by the CMB, the Corporate Governance Rating is determined by taking the weighted average of four sections listed below:

Main Sections Weight Rating
Shareholders 25% 89.37
Public Disclosure & Transparency 25% 99.01
Stakeholders 15% 99.48
Board of Directors 35% 94.32
TOTAL 100% 95.03

04.07.2024 Board Resolutions Regarding Capital Increase via Bonus Issue

On 04.07.2024, our Company's Board of Directors has resolved the following;

    1. To increase the paid-in (issued) capital of our Company from TL 254,370,782, to TL 2,798,078,602,- by increasing the capital of our Company by TL 2,543,707,820,- via bonus issue at the rate of 1000% (10 new shares for each 1 share) to a total of TL 2,543,707,820,- within the Registered Capital Ceiling of TL 6,000,000,000,- in accordance with Article 6 of our Articles of Association, which is to be fully covered from internal Resources
    1. A total of 254,370,782,000 shares with a nominal value of TL 2,543,707,820. to be issued at 1 Kurus each as bonus shares. These shares, in proportion to their existing shares in the Company capital to be distributed to the shareholders:
  • a) 80.000.000.000 registered (A) group shares with a nominal value of TL 800.000.000,00,
  • b) 51,114,298,631 registered (B) group shares with a nominal value of TL 511,142,986.31 and
  • c) 123,256,483,369 bearer (C) group shares with a nominal value of TL 1,232,564,833.69,
    1. TL 2,543,707,820.-, which is the amount of capital increase to be made by our Company, to be fully covered from the "Capital Adjustment Differences" account in our TAS/IFRS records and Statement of Financial Position (Balance Sheet) dated 31.12.2023, and to be covered from the "Capital Adjustment Positive Differences" account in our Company's 31.12.2023 local records.

With a second decision taken unanimously at the Board of Directors meeting of our Company dated 04.07.2024, our Board of Directors has decided to amend Article 6 titled "Capital" and Article 7 titled "Types of Shares and Distribution of Shares" of our Company's Articles of Association as attached and an application has been made to the Capital Markets Board for the approval of this amendment text of the Articles of Association and the approval of the bonus issue.

19.07.2024

Coupon Payment of Debt Instrument

Related Issue Limit Info

  • Currency Unit : TRY Limit : 3,000,000,000 Issue Limit Security Type : Debt Securities Domestic / Oversea : Domestic
  • Sale Type : Sale to Qualified Investor

Capital Market Instrument to Be Issued Info

Type : Bill
Maturity Date : 17.01.2025
Maturity (Day) : 364
Interest Rate Type : Fixed Rate
Interest Rate -
Yearly Simple (%)
: 46.50
Sale Type : Sale to Qualified Investor
Approval Date of Tenor Issue Document : 07.12.2023
Ending Date of Sale : 17.01.2024
Maturity Starting Date : 19.01.2024
Nominal Value of Capital Market Instrument Sold : 1,000,000,000
Issue Price : 1
Coupon Number : 2
Currency Unit : TRY

Redemption Plan of Capital Market Instrument Sold

Coupon Number Payment Date Was The Payment Made?
1 19.07.2024 Yes
2 17.01.2025
Principal/Maturity Date Payment Amount 17.01.2025

22.07.2024

Coupon Payment of Debt Instrument

Related Issue Limit Info

Currency Unit
Limit
Issue Limit Security Type
Sale Type
Domestic / Oversea
: USD
: 750,000,000
: Debt Securities
: Oversea
: Oversea
Capital Market Instrument to Be Issued Info
Type
Maturity Date
Maturity (Day)
Interest Rate Type
: Bond
: 20.01.2029
: 2,520
: Fixed Rate
Interest Rate -
Yearly Simple (%)
Sale Type
CMB Approval Date
: 4.50
: Oversea
: 30.12.2021
Ending Date of Sale
Maturity Starting Date
Nominal Value of Capital Market Instrument Sold
Issue Price
: 20.01.2022
: 20.01.2022
: 500,000,000
: 98.526
Coupon Number : 14

Currency Unit : USD

Coupon Number Payment Date Was The Payment Made?
1 20.07.2022 Yes
2 20.01.2023 Yes
3 20.07.2023 Yes
4 22.01.2024 Yes
5 22.07.2024 Yes
6 20.01.2025
7 20.07.2025
8 20.01.2026
9 20.07.2026
10 20.01.2027
11 20.07.2027
12 20.01.2028
13 20.07.2028
14 20.01.2029
Principal/Maturity Date Payment Amount 20.01.2029

Redemption Plan of Capital Market Instrument Sold

24.07.2024

Announcement Regarding Change in Top Management

Effective of 30 September 2024, Coca-Cola Icecek A.S.'s (CCI) Chief Human Resources Officer Ms. Melis Tunaveli will be leaving her position to take a career break. Mr. Burak Gurcan, currently holding the position of Human Resources Coordinator of AG Anadolu Group Holding (AG), will be taking the role as the new Chief Human Resources Officer.

Mr. Burak Gurcan joined AG 28 years ago and assumed roles of increasing responsibility, accumulating experience in Information Systems through ERP projects, Marketing Management, and Human Resources Systems at Efes Beverage Group, Anadolu Bilişim Services and Anadolu Medical Center. Mr. Gurcan, who is currently responsible for Talent Management, Rewards & Benefits Management, and Employee Experience Management at AG, holds a MSc degree (2001) and BSc degree (1996) in Industrial Engineering, both from Istanbul Technical University.

30.07.2024 Completion of TL Bond Issuance

Within the scope of our Company's debt instrument issuance limit of TL 3.000.000.000 approved by the Capital Markets Board's decision dated 07.12.2023 and numbered 76/1669, the demand collection process is carried out for the bond with ISIN code of TRFCOLA42515, maturity of 272 days, simple interest rate of 50.50%, coupon payment at maturity, and redemption date of 28.04.2025. The issue amount of nominal TL 1.065.000.000 to be sold to qualified investors without public offering and sales transaction was completed on 26.07.2024 with the settlement date of 30.07.2024. Ünlü Menkul Değerler A.Ş. acted as an intermediary in this transaction.

31.07.2024 2023 Annual Integrated Report available in English

As previously announced on March 14th, 2024, our company's 2023 Annual Integrated Report is now available in English on our website.

08.08.2024 Calendar for 2024 2nd Quarter Financial and Operational Results' Announcement

Our Company's financial and operational results for the period April 1, 2024 - June 30, 2024 are planned to be publicly announced on August 19, 2024 after Borsa Istanbul trading hours.

09.08.2024

CMB Approval Regarding Capital Increase via Bonus Issue

As previously announced on July 4th, 2024, Company's Board of Directors had resolved to increase the paid-in (issued) capital of our Company from TL 254,370,782,- to TL 2,798,078,602,- by increasing the capital of our Company by TL 2,543,707,820,- via bonus issue at the rate of 1000% (10 new shares for each 1 share) to a total of TL 2,543,707,820,- within the Registered Capital Ceiling of TL 6,000,000,000,- in accordance with Article 6 of our Articles of Association, which is to be fully covered from internal Resources.

On the same day, our Company had applied to Capital Markets Board (CMB) for the approval of bonus issue and for the amendment of Article 6 titled "Capital" and Article 7 titled "Types of Shares and Distribution of Shares" of our Company's Articles of Association.

The CMB's approval was published in the CMB bulletin on 8 August 2024, under the number 2024/38.

12.08.2024 About The Beginning Date Of The Rights To Acquire Bonus Shares

As previously announced on July 4th, 2024, Company's Board of Directors had resolved to increase the paid-in (issued) capital of our Company from TL 254,370,782,- to TL 2,798,078,602,- by increasing the capital of our Company by TL 2,543,707,820,- via bonus issue at the rate of 1000% (10 new shares for each 1 share) to a total of TL 2,543,707,820,- within the Registered Capital Ceiling of TL 6,000,000,000,- in accordance with Article 6 of our Articles of Association, which is to be fully covered from internal Resources.

On the same day, our Company had applied to Capital Markets Board (CMB) for the approval of bonus issue and for the amendment of Article 6 titled "Capital" and Article 7 titled "Types of Shares and Distribution of Shares" of our Company's Articles of Association.

The CMB's approval was published in the CMB bulletin on 8 August 2024, under the number 2024/38. Approved Issue Document and Articles of Association Amendment are available in the public disclosure.

The right to acquire bonus shares starts on 13.08.2024.

19.08.2024 Earnings Release for the Second Quarter of 2024

Our consolidated financial statements for 01.01.2024 – 30.06.2024 accounting period has been disclosed to public. Please find the related earning release on our Investor Relations website.

19.08.2024 2024 Revised Guidance

The forward-looking guidance below is given on an organic basis and without any potential impact from the implementation of TAS 29 (Financial Reporting in Hyperinflationary Economies) and may change as per TAS 29. In order to provide a comparison with our previously shared guidance on Jan 8th 2024, we again release the below guidance based on historical figures (i.e. without TAS 29).

We revise our full year guidance on volume from "mid-single-digit growth" to "flat-tolow-single-digit growth" on the back of lower purchasing power expectation and cautious consumer sentiment both reflecting the combination of lingering economic challenges with sensitivities resulting from the on-going conflict in the Middle East.

We are committed to creating quality value through investing ahead of demand in our geographies, executing effectively in the store, implementing Revenue Growth Management (RGM) actions and robust marketing plans. Our focus remains intact: "over time growing per capita NARTD consumption and creating value through our Quality Growth Algorithm (EBITDA growth > Revenue Growth > Transaction growth > Volume growth)." Accordingly, in order to find the optimal balance between volume and value growth, we are cautious in taking price increases in this macroeconomically challenging environment and we rely more heavily on other RGM actions to deliver top line growth. Nevertheless, with revised volume guidance and slower than initially planned price increases, we also revise our FX-neutral Net Sales Revenue growth guidance to "low 30% growth" from "low 40s% growth".

Timely hedges resulting in tight COGS control combined with relentless focus on strict opex management enable us to deliver value in this challenging environment. Despite lower volume and our cautious stance on price increases, we will put relentless effort to deliver in line with our previous EBIT margin guidance of "flat vs previous year" . We do, however, see risk of a slight decline in EBIT margin vs previous year, if the operating environment deteriorates further. Incorporating this potential risk to our guidance, we amend our EBIT margin guidance as "slight decline to flat vs last year".

Our company's expectations for 2024 are as follows (on an organic basis and without any potential impact from the implementation of inflation accounting):

Sales Volume - Revised:

Flat-to-Low-single-digit volume growth on a consolidated basis;

  • Low-to-Mid-single-digit growth in Türkiye
  • Low-single-digit volume decline in the international operations
  • Net Sales Revenue - Revised:

Low 30s percentage FX-neutral NSR growth

EBIT Margin - Revised:

Slight-decline-to-Flat vs previous year

29.08.2024 Registration of Articles of Association for Bonus Issue

Article 6 titled "Capital" and Article 7 titled "Types of Shares and Distribution of Shares" of our Company's Articles of Association, was registered by the Istanbul Trade Registry Office in the Trade Registry Gazette date on August 28, 2024 and numbered 11153.

19.09.2024

Coupon Payment and Redemption of Debt Instrument

The redemption and final coupon payment of the US\$500 million 7-year notes, which had the maturity date of 19 September 2024 and fixed coupon rate of 4,215%, issued to investors outside of Turkey have been completed as of today.

25.09.2024 Completion of Bond Issuance

Within the scope of our Company's debt instrument issuance limit of TL 3.000.000.000 approved by the Capital Markets Board's decision dated 07.12.2023 and numbered 76/1669, the demand collection process is carried out for the bond with ISIN code of TRSCOLA92612, maturity of 730 days, floating interest rate, coupon payment once every three months, and redemption date of 25.09.2026. The issue amount of nominal TL 935.000.000 to be sold to qualified investors without public offering and sales transaction was completed on 24.09.2024 with the settlement date of 25.09.2024. Ak Yatırım Menkul Değerler A.Ş. acted as an intermediary in this transaction.

26.09.2024

Coupon Payment of Debt Instrument

Related Issue Limit Info

: TRY
: 2,000,000,000
: Debt Securities
: Sale to Qualified Investor
: Domestic

Capital Market Instrument to Be Issued Info

Type : Bond
Maturity Date : 01.10.2025
Maturity (Day) : 734
Interest Rate Type : Fixed Rate
Interest Rate -
Yearly Simple (%)
: 47.00
Sale Type : Sale to Qualified Investor
Approval Date of Tenor Issue Document : 20.09.2023
Ending Date of Sale : 28.09.2023
Maturity Starting Date : 28.09.2023
Nominal Value of Capital Market Instrument Sold : 2,000,000,000
Issue Price : 1
Coupon Number : 8
Currency Unit : TRY
Coupon Number Payment Date Was The Payment Made?
1 28.12.2023 Yes
2 28.03.2024 Yes
3 27.06.2024 Yes
4 26.09.2024 Yes
5 26.12.2024
6 27.03.2025
7 26.06.2025
8 01.10.2025
Principal/Maturity Date Payment Amount 01.10.2025

Redemption Plan of Capital Market Instrument Sold

26.09.2024

Board Resolution Regarding Debt Instrument Issuance

Our Company has been evaluating various debt instruments to be utilized for general corporate purposes in the upcoming periods. In this context, Coca-Cola İçecek A.Ş. Board of Directors has authorized our Company's management, by resolution dated September 26, 2024, to take the necessary actions, including the application to the Capital Markets Board of Turkey ("CMB") to issue and sell notes and/or bonds ("Note" and/or "Bond"), with a maturity up to 2 years, without public offering, to be sold to qualified investors and/or through private placement within a period of 1 year from the date of approval of Capital Markets Board, up to an amount of TRY 5,000,000,000 (TRY Five Billion) with varying maturities and tranches, with terms and conditions such as amount, cost, timing, and the place of issue to be determined in accordance with market conditions at the date of issuance.

26.09.2024

Completion of Anadolu Etap İçecek Minority Share Acquisition

Coca-Cola İçecek ("Company" or "CCI") acquired the remaining shares representing 20% of the capital of Anadolu Etap Penkon Gıda ve İçecek Ürünleri Sanayi ve Ticaret A.Ş. ("Anadolu Etap İçecek"), a 80% subsidary of our Company, from AEP Anadolu Etap Penkon Gıda ve Tarım Ürünleri Sanayi ve Ticaret Anonim Şirketi ("Anadolu Etap Tarım") - a 78.58% subsidiary of Anadolu Efes Biracılık ve Malt Sanayi - in exchange for USD 28 million and now owns 100% of the shares representing the capital of Anadolu Etap İçecek.

The sales price related to the transaction was paid in cash and in advance at amount of TL 955,362,800 calculated based on the average of the USD/TL foreign exchange buying and selling rates announced by the Central Bank of the Republic of Türkiye on its website as of previous day.

As a reminder, Anadolu Etap İçecek is engaged in the production and trade of fruit & vegetable juice concentrate and puree business and has been fully consolidated under CCI since April 19, 2023.

15.10.2024

CMB Application Regarding Debt Instrument Issuance

As per our public announcement following the Company's Board of Directors' resolution dated 26.09.2024, the Company management has been authorized to take the necessary actions, including the application to the Capital Markets Board of Türkiye ("CMB") to issue and sell notes and/or bonds ("Note" and/or "Bond"), up to an amount of TRY 5,000,000,000 (5 billion Turkish Lira) with a maturity up to two years. In this regard, an official application has been submitted to CMB on 14.10.2024.

15.10.2024

Announcement Regarding the News In The Media

In some media outlets, there have been false news that Coca-Cola İçecek A.Ş. has been engaged in advanced stage talks with The Coca-Cola Company ("TCCC") to acquire Coca-Cola Beverages Sri Lanka ("CCBSL") and the potential deal could be finalized in a few months.

In addition to pursuing organic growth opportunities in our existing markets, we are engaged in continuous discussions with TCCC for value enhancing geographical expansion opportunities in and around the geographies we operate. However, there are no talks between TCCC and our company at this stage regarding a potential acquisition of CCBSL and the news flow does not represent the truth.

This announcement is made in accordance with CMB Communique On Material Events Disclosure (II-15.1) article 9.

ADDITIONAL INFORMATION RELATED TO OPERATIONS

Information regarding privileged shares 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.

Information on the acquisition of own shares

CCI did not acquire its own shares in 9M24.

Research and development activities

There are no research and development activities and cost during 01.01.2024 – 30.09.2024 period. Research and development activities are conducted by The Coca-Cola Company (TCCC), and CCI benefits from the transfer of TCCC's information and know-how.

Dividend Right

Dividend Policy was submitted to the information of General Assembly on April 15, 2014 and published both in the annual report and on the website.

Dividend Distribution Policy

Our Company carries out dividend distributions pursuant to the provisions of Turkish Commercial Code, Capital Markets Regulations, Tax Regulations and other relevant regulations as well as in accordance with the article on dividend distribution of our Company's Articles of Association. Our Company targets to distribute an amount not to be more than 50% of the distributable profit as cash and/or bonus shares each year. This dividend distribution policy is subject to the investment and other funding needs that may be required for the long-term growth of the Company and any special cases that may arise due to the extraordinary developments in the economic conditions. The Board of Directors adopts a resolution on dividend distribution for each accounting period and submits it for the approval of the General Assembly. Dividend distribution commences on the date to be determined by the General Assembly which shall not be later than the end of the year during which the General Assembly Meeting is held. The Company may consider making advance dividend payment or paying out the dividends in equal or variable installments. Without prejudice to the investment plans and operational requirements, the Board of Directors may propose a dividend distribution at a rate to be higher than the upper limit determined subject to the approval of the General Assembly.

Share groups do not have any privileges with respect to dividends.

Information about the Company's capital and equity structure

Shareholders equity as of 30.09.2024 is TL 53.5 bn and the issued capital is TL 2.8 bn which indicates our strong equity structure.

Measures taken to improve the Company's financial structure

Our Company utilizes long term loans to finance its investments as well as medium and short-term loans to finance its working capital requirements. For a sustainable, healthy financing structure, our main priorities are to diversify the funding sources, to achieve optimum maturity of the funding need, to mitigate the foreign exchange risk diversifying the currencies, to keep good relationships with the financial institutions while closely monitoring the market.

Labor movements, labor agreements, and benefits provided to laborers

Average number of personnel employed during 01.01.2024-30.09.2024 period is 10,432. (30 September 2023: 10,214)

Starting from workforce planning, all human resources processes such as recruitment, performance management, talent management, training and development, compensation and benefit management are based on ensuring, encouraging, and rewarding continuous development and superior performance.

The remuneration policy which was prepared to identify the remuneration system and practices applicable to and the other rights and benefits to the board members and top management, is published on our web site.

SHAREHOLDERS' INFORMATION

Number of Shares: 279.807.860.200,00 (Nominal value of 100 shares is 1 TL.) IPO date: May 12, 2006 Free-float rate 28.95%

Share Performance

1 Jan –
30
September
2024
Minimum Maximum Average 30 September
2024
Share price (TL) 43.30 81.59 62.76 57.00
Market Cap (USD million) 4,041 6,905 5,426 4,663

Independent Auditors:

PWC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.

Credit Rating:

Fitch Ratings, (14 June 2024):

Foreign Currency Senior Unsecured rating and IDR, 'BBB', Stable Outlook Local Currency Senior Unsecured and IDR, 'BBB', Stable Outlook National Long-Term Rating 'AAA' (tur), Stable Outlook

S&P Rating, (3 September 2024)

Long term credit rating "BB+", Negative Outlook

JCR-ER, (14 June 2024):

Long term national rating "AAA (tr)", Stable Outlook Short term national rating "J1+ (tr)", Stable Outlook

Corporate Governance Rating:

Corporate Governance Rating of 9.50 out of 10 (SAHA Corporate Governance and Credit Rating Services Inc, 1 July 2024)

Contact:

Coca-Cola İçecek A.Ş. Investor Relations / OSB Mah. Deniz Feneri Sk. No: 4, 34776 Dudullu Ümraniye İstanbul, Türkiye Tel: 0 216 528 40 00 / Faks: 0216 510 70 10 / [email protected]

Share Performance

SUBSIDIARIES

FINANCIAL AND OPERATIONAL PERFORMANCE

Consolidated (million TL) 3Q24 3Q23 Change % 9M24 9M23 Change %
Volume (million UC) 438 482 -9.2% 1,231 1,283 -4.1%
Net Sales 36,711 40,477 -9.3% 108,727 114,529 -5.1%
Gross Profit 13,366 14,215 -6.0% 39,251 38,064 3.1%
EBIT 6,445 7,504 -14.1% 17,748 18,853 -5.9%
EBIT (Exc. other) 6,087 7,505 -18.9% 17,207 18,396 -6.5%
EBITDA 7,845 8,609 -8.9% 22,176 22,468 -1.3%
EBITDA (Exc. other) 7,427 8,591 -13.5% 21,560 22,451 -4.0%
Profit Before Tax 6,275 17,186 -63.5% 19,066 30,495 -37.5%
Net Income/(Loss) 5,173 13,387 -61.4% 14,270 22,044 -35.3%
Gross Profit Margin 36.4% 35.1% 36.1% 33.2%
EBIT Margin 17.6% 18.5% 16.3% 16.5%
EBIT Margin (Exc. other) 16.6% 18.5% 15.8% 16.1%
EBITDA Margin 21.4% 21.3% 20.4% 19.6%
EBITDA Margin (Exc. other) 20.2% 21.2% 19.8% 19.6%
Net Income Margin 14.1% 33.1% 13.1% 19.2%
Türkiye (million TL) 3Q24 3Q23 Change % 9M24 9M23 Change %
Volume (million UC) 176 201 -12.2% 464 479 -3.2%
Net Sales 18,446 22,566 -18.3% 48,186 52,389 -8.0%
Gross Profit 7,596 8,051 -5.7% 18,965 16,344 16.0%
EBIT 7,693 6,963 10.5% 14,267 7,273 96.1%
EBIT (Exc. other) 2,788 3,319 -16.0% 5,306 4,327 22.6%
EBITDA 8,438 7,584 11.3% 16,320 9,140 78.5%
EBITDA (Exc. other) 3,433 3,855 -10.9% 7,308 6,240 17.1%
Net Income/(Loss) 6,796 12,856 -47.1% 12,068 6,248 93.2%
Gross Profit Margin 41.2% 35.7% 39.4% 31.2%
EBIT Margin 41.7% 30.9% 29.6% 13.9%
EBIT Margin (Exc. other) 15.1% 14.7% 11.0% 8.3%
EBITDA Margin 45.7% 33.6% 33.9% 17.4%
EBITDA Margin (Exc. other) 18.6% 17.1% 15.2% 11.9%
Net Income Margin 36.8% 57.0% 25.0% 11.9%
International (million TL) 3Q24 3Q23 Change % 9M24 9M23 Change %
Volume (million UC) 262 282 -7.1% 767 804 -4.6%
Net Sales 18,342 17,936 2.3% 60,726 62,202 -2.4%
Gross Profit 5,844 6,191 -5.6% 20,443 21,777 -6.1%
EBIT 3,319 3,040 9.2% 11,121 20,496 -45.7%
EBIT (Exc. other) 3,095 3,978 -22.2% 11,015 13,301 -17.2%
EBITDA 4,142 3,608 14.8% 13,823 22,500 -38.6%
EBITDA (Exc. other) 3,790 4,528 -16.3% 13,367 15,443 -13.4%
Net Income/(Loss) 2,285 2,073 10.2% 7,475 16,736 -55.3%
Gross Profit Margin 31.9% 34.5% 33.7% 35.0%
EBIT Margin 18.1% 16.9% 18.3% 33.0%
EBIT Margin (Exc. other) 16.9% 22.2% 18.1% 21.4%
EBITDA Margin 22.6% 20.1% 22.8% 36.2%
EBITDA Margin (Exc. other) 20.7% 25.2% 22.0% 24.8%
Net Income Margin 12.5% 11.6% 12.3% 26.9%

TAS 29 (Financial Reporting in Hyperinflationary Economies) implemented

Operational Overview

Acquisition of 100% in Coca-Cola Bangladesh Beverages Limited ("CCBB") was completed on February 20th, 2024, and accordingly CCBB financial results are consolidated in our financials as of 1 March 2024. Therefore, all operational performance metrics presented in this release are on a reported basis (including CCBB), except indicated otherwise. Unit case data is not within the scope of independent audit.

Sales Volume

In 3Q24, in our key regions, consumers and customers have been under pressure due to macroeconomic difficulties coupled with the impact of the on-going conflict in the Middle-East. Persistent high inflation, lack of minimum wage adjustments and weakening consumer purchasing power have negatively impacted demand. According to TurkStat's Confidence Indices study, Retail Trade Confidence Index dropped from 117.7 to 110.6 as of September 2024 vs a year ago in Türkiye(1) . Similarly in Pakistan, Consumer Confidence Index dropped to 31 as of September 2024 vs 34 measured in December 2023(2) .

In this context, as CCI, we have focused on what we can impact. We have remained committed to our purpose of 'creating value' for all our stakeholders, via focusing on world-class daily execution and making progress towards our long-term strategy. Accordingly, while we have posted a 9.2% y/y decline in consolidated sales volumes in 3Q24, reaching 438 million unit cases ("uc"), we have also pursued our consistent growth momentum in smaller packages, higher value generating channels and a more diversified portfolio. The macroeconomic hardship impacted our operations in Türkiye and Pakistan mostly, where we have recorded 12.2% and 22.9% y/y volume decline. In the remainder of CCI's international operations, we have recorded 1.3% y/y volume growth in 3Q24. Robust performance of Iraq and Azerbaijan and gradual recovery of Kazakhstan were the main reasons behind the successful volume generation of our international business.

In 3Q24, we continued to diversify our portfolio with the stills category reaching 9.6% of our total sales volume vis-à-vis 8.2% recorded same period last year. During the quarter, we have observed weakening purchasing power impacting sparkling beverages category the most due to the relatively more discretionary nature of the consumption occasions compared to the still and water categories. Consequently, while sparkling volume was down by 12.0% y/y in 3Q24; stills volume continued its remarkable performance with 6.8% y/y improvement.

As mentioned, we continued to focus on our purpose of 'creating value' for all our stakeholders. Hence, our focus on quality mix continued in 3Q24 too with ongoing improvement in immediate consumption ("IC") package share and channel mix. Accordingly, the share of IC packs increased by 307 bps y/y in 3Q24, reaching

Change (YoY) Breakdown Change (YoY) Breakdown
3Q24 3Q23 3Q24 3Q23 9M24 9M24
Sparkling -12.0% 1.8% 79% 82% -6.4% 81%
Stills 6.8% 8.2% 10% 8% 9.6% 9%
Water 0.3% 10.1% 11% 10% 5.0% 10%
Total -9.2% 3.1% 100% 100% -4.1% 100%

29.4%, on top of 216 bps y/y improvement recorded in 3Q23. From a channel perspective, share of Traditional channel increased by 46 bps y/y, on top of 79 bps y/y growth realized in 3Q23.

Totals may not add up due to rounding differences.

In 3Q24, Türkiye recorded 12.2% y/y volume decline, reaching 176 million uc. Turkish consumers were negatively impacted from persistent high inflation, where on a compounded basis official headline inflation index reached 7x vs 2018(3). According to TurkStat's Confidence Indices study, Retail Trade Confidence Index dropped from 117.7 to 110.6 as of September 2024 vs a year ago in Türkiye(4). Moreover, the number of tourists entering Türkiye during summer slowed down to 3% y/y in 2024, significantly lower compared to 40% average growth recorded in the previous two years(5). In addition, lack of minimum wage adjustment in July and lingering geopolitical issues in the Middle-East, continued to negatively impact our operations.

On the other hand, CCI's dedicated focus on quality mix and right execution daily paved the way for a year-to-date market share expansion as well as progress towards our strategic ambition to evolve with consumers. As such, in Türkiye, the share of low & no sugar products among sparkling beverages improved by 90 bps y/y in 3Q24, reaching 6.4%. Similarly, on-going growth of Fuse Tea continued and on top of 22.9% y/y improvement realized in 3Q23, we have expanded the brand further by 6.6% y/y in 3Q24. While the share of IC packages increased by 181 bps y/y in 3Q24, the share of On-Premise channel went up by 31 bps y/y. Our dedicated focus on the Traditional Channel along with our quality execution paved the way for 191 bps y/y increase recorded in the share of Traditional Channel. In consequence, CCI's volume and value market share in sparkling improved by 3.4pp and 2.4pp, respectively as of September 2024 vs December 2023(6) .

Excluding Pakistan, where similar difficulties as in Türkiye were observed, international operations posted 1.3% y/y volume growth during 3Q24. Including the 22.9% y/y decline in Pakistan, total international operations volume reached 262 million uc, with 7.1% y/y decrease. Iraq and Azerbaijan continued their strong growth momentum and recorded 6.7% and 6.2% y/y increase in 3Q24, respectively. Similarly,

(3) Turkstat - https://data.tuik.gov.tr/Bulten/Index?p=Consumer-Price-Index-September-2024-53618

(4) Turkstat - https://data.tuik.gov.tr/Bulten/Index?p=Services,-Retail-Trade-and-Construction-Confidence-Indices-September-2024- 53633

(5) Ministry of Culture & Tourism - https://yigm.ktb.gov.tr/TR-201116/turizm-gelirleri-ve-giderleri.html (6) Nielsen

Kazakhstan showed gradual recovery from the high-base of the previous year and stood flat vs 3Q23.

Category-wise, Adult Sparkling Premium category including Schweppes posted 30% y/y growth in 3Q24 thanks to the significant focus undertaken in Kazakhstan and Azerbaijan. IC share in international operations also surged by 36 bps y/y on top of 383 bps y/y expansion realized in 3Q23.

Kazakhstan, in line with our expectations, showed signs of gradual recovery from the weaknesses realized in the previous quarters, where foreign consumers moving back to their countries, high base of last year and limited summer stocking had negatively impacted the operation. In 3Q24, Kazakhstan volumes stood flattish vs 3Q23 and reached 49 million uc. In addition, our volume market share in sparkling category has increased by 18 bps y/y as of September-end on a YtD trailing basis vs same period last year(7) .

Pakistan continued to experience macroeconomic challenges, as the pre-agreed IMF package deal is yet to be finalized and consumer confidence remained weak with Consumer Confidence Index reaching 31 as of September 2024 vs 34 measured in December 2023(8). In this context, we deliberately ensured our products' affordability via focusing on both profitable and affordable packages such as returnable glass bottles and via adhering to our proven revenue growth management strategies. As such, we have posted 365 bps y/y improvement in IC share and 69 bps y/y increase in the share of On-Premise channel. Moreover, the share of returnable glass bottles among sparkling beverages also increased by 179 bps y/y.

Following the 26.7% y/y volume growth realized in 3Q23, Uzbekistan sales volume remained subdued with 6.5% y/y decline in 3Q24, as both the high base of last year and consumers' weakening purchasing power after the introduction of the excise tax (as of 1st of April) negatively impacted demand. Improved execution in the field continued to deliver strong results with cooler coverage reaching 82.4% vs 75.0% a year ago. In addition, share of On-Premise channel increased by 108 bps y/y to 13.2%.

(7) Nielsen

(8) State Bank of Pakistan - https://www.sbp.org.pk/research/CSS/Reports/2024/CCS-Sep-2024.pdf

Financial Overview

Based on the CMB's decision dated 28 December 2023 and numbered 81/1820 and the "Implementation Guide on Financial Reporting in High Inflation Economies" published by the POA with the announcement made on 23 November 2023, issuers and capital market institutions subject to financial reporting regulations applying Turkish Accounting/Financial Reporting Standards will apply inflation accounting by applying the provisions of TAS 29, starting from their annual financial reports for the accounting periods ending as of December 31, 2023.

As of September 30, 2024, an adjustment has been made in accordance with the requirements of TAS 29 ("Financial Reporting in High Inflation Economies") regarding the changes in the general purchasing power of the Turkish Lira. TAS 29 requirements require that financial statements prepared in the currency in circulation in the economy with high inflation be presented at the purchasing power of this currency at the balance sheet date and that the amounts in previous periods are rearranged in the same way. The indexing process was carried out using the coefficient obtained from the Consumer Price Index in Turkey published by the Turkish Statistical Institute ("TUIK").

The relevant figures for the previous reporting period are rearranged by applying the general price index so that comparative financial statements are presented in the unit of measurement valid at the end of the reporting period. Information disclosed for previous periods is also presented in the measurement unit valid at the end of the reporting period.

However, certain items from our financials are also presented without inflation adjustment for information purposes in order to give an idea of our performance relative to our 2024 forecasts, which we announced at the beginning of the year and which we stated were based on the financials without inflation adjustment. These unaudited figures are clearly labelled where relevant. All financial figures without such disclosure are reported in accordance with TAS29.

In 3Q24:

  • The net sales revenue ("NSR"), decreased by 9.3% year-over-year and recorded as 36.7 billion TL with y/y flat NSR/uc performance. Excluding the impact of inflation accounting, NSR and NSR/uc growth were 24.8% and 37.4% respectively mainly thanks to effective revenue growth management actions and consequently, NSR/uc in dollar terms reached \$2.70 – the highest among the third quarters of the last decade, implying a growth of 9.9% y/y.
  • Türkiye recorded 18.3% NSR decline, while effective mix management initiatives paved the way for i) the growth of both IC package share and traditional channel share, and ii) category diversification with increased presence of the stills category. Without TAS 29 adjustments, NSR in Türkiye grew by 29.4% and NSR/uc realized as TL101.2 with 47.4% y/y improvement.
  • In the international operations, NSR grew by 2.3% y/y, while NSR/uc posted 10.1% y/y growth. Without the impact of TAS 29, NSR increase was 21.5% y/y and NSR/uc improvement was 30.7% y/y. Due to the macroeconomic challenges, price increases were either delayed or limited in certain markets. Nevertheless, international operations delivered \$2.5 NSR/uc – up by 4.6% vs same period last year before TAS 29.
Net Sales Revenue (TL mln) NSR per U.C. (TL)
3Q24 YoY Change YoY Change
Türkiye 18,446 -18.3% 104.5 -6.9%
International 18,342 2.3% 70.1 10.1%
Consolidated 36,711 -9.3% 83.8 -0.1%

• Proactive and successful cost management in Türkiye supported the gross margin positively, while the deliberate choice of prudent price adjustments in the international operations has impacted the gross margin in the international business. Accordingly, Türkiye recorded 550 bps y/y gross margin improvement in 3Q24, while international operations delivered 266 bps y/y contraction. All in all, consolidated gross margin is realized as 36.4% with 129 bps y/y expansion.

  • Our consolidated EBIT margin is down by 98 bps, reaching 17.6%, due to increased opex vis-à-vis NSR amid economies of scale impact in the third quarter. On a ninemonth cumulative basis, on the other hand, EBIT/uc in USD terms reached \$0.50 excluding TAS 29, marking the highest level among the nine months of the last decade.
  • The EBITDA margin improved by 10 bps to 21.4% in 3Q24, as the FX gain/losses related to trade activities are excluded in EBITDA vs EBIT and in 3Q24, FX gain stood higher vs 3Q23. (see Page 38 for EBITDA reconciliation)
  • Net financial expense, including lease payables related to TFRS 16, was (2,166) million TL in 3Q24 compared to (1,275) million TL in 3Q23 mainly due to the rise in interest rates and also higher borrowing levels.
Financial Income / (Expense) (TL million) 3Q24 3Q23 9M24 9M23
Interest income 549 302 1,292 841
Interest expense (-) -2,216 -1,525 -6,713 -4,192
FX gain / (loss) – Borrowings -476 -250 -1,379 -3,575
Other -23 198 476 2,899
Financial Income / (Expense) Net -2,166 -1,275 -6,324 -4,026
  • Non-controlling interest (minority interest) was 21 million TL in 3Q24, compared to 362 million TL in 3Q23. Full ownership of Pakistan operations as of November 2023 resulted in lower minority interest.
  • Net profit is recorded as 5.2 billion TL in 3Q24. Excluding the TAS 29 accounting, net profit grew by 2.1% in TL terms, reaching 4.4 billion TL.
  • The free cash flow ("FCF") was (1.9) billion TL in 9M24 vs 4.0 billion TL of 9M23. As a bottler with the privilege of significant growth headroom and considering the low per capita Non-Alcoholic-Ready-to-Drink ("NARTD") beverage consumption in our operating geographies, we continue to invest ahead of demand. In line with this strategy, two greenfield investments and line investments have been completed during the year and our capital expenditures/NSR increased to 8.7% from 6.2% a year ago in 9M24 period.
  • While increasing the capex in 9M24, our strict control over net working capital ("NWC") supported FCF. Accordingly, NWC / NSR improved from 9.8% to 6.5% as of 9M24 mainly through improved inventory days.
  • Capex was 9.5 billion TL as of September 2024. 25% of the total capital expenditure was related to the Türkiye operation, while 75% was related to international operations.

Consolidated debt was 43.7 billion TL (USD 1,277 million) by 30 September 2024 and consolidated cash was 18.9 billion TL (USD 555 million), bringing consolidated net debt to 24.7 billion TL (USD 722 million). Net Debt to consolidated EBITDA was 1.02x as of September 30, 2024.

Financial Leverage Ratios 9M24 2023
Net Debt / EBITDA 1.02 0.82
Debt Ratio (Total Fin. Debt / Total Assets) 30% 34%
Fin. Debt-to-Equity Ratio 72% 82%
  • As of September 30, 2024, 51% of our consolidated financial debt is in USD, 4% in EUR, 30% in TL, and the remaining 15% in other currencies.
  • The average maturity of the consolidated debt portfolio is 3.2 years, and the maturity profile was as follows:
Maturity Date 2024 2025 2026 2027 2028-30
% of total debt 13% 29% 7% 3% 48%

Unaudited Highlighted Items Without the Impact of TAS 29

CCI is fully compliant with the regulation to implement TAS 29 (Financial Reporting in Hyperinflationary Economies) in accordance with Capital Markets Board Bulletin dated 28.12.2023 and numbered 2023/81 and therefore has presented its financials starting from the annual financial reports for the accounting periods ending on and after 31.12.2023 in line with the regulatory framework as above. The following section is presented without the impact of TAS 29 in order to allow an assessment of the material expectations/assumptions/guidance shared previously and is unaudited.

  • NSR recorded as 39.6 billion TL in 3Q24, growing by 24.8% y/y and NSR/uc in USD terms improved by 9.9% y/y, reaching 10-year high \$2.70
  • While gross profit margin was flattish y/y, EBIT margin declined
  • Net income reached 4.4 billion TL
Consolidated (million TL) 3Q24 3Q23 Change % 9M24 9M23 Change %
Volume (million UC) 438 482 -9.2% 1,231 1,283 -4.1%
Net Sales 39,596 31,734 24.8% 104,116 70,563 47.6%
Gross Profit 14,842 11,933 24.4% 39,338 25,227 55.9%
EBIT 7,710 6,949 11.0% 19,698 13,952 41.2%
EBITDA 8,849 7,687 15.1% 22,861 15,658 46.0%
Net Income/(Loss) 4,419 4,327 2.1% 9,905 7,749 27.8%
Gross Profit Margin 37.5% 37.6% 37.8% 35.8%
EBIT Margin 19.5% 21.9% 18.9% 19.8%
EBITDA Margin 22.3% 24.2% 22.0% 22.2%
Net Income Margin 11.2% 13.6% 9.5% 11.0%
Türkiye (million TL) 3Q24 3Q23 Change % 9M24 9M23 Change %
Volume (million UC) 176 201 -12.2% 464 479 -3.2%
Net Sales 17,856 13,796 29.4% 43,556 28,957 50.4%
Gross Profit 7,871 5,711 37.8% 19,032 10,679 78.2%
EBIT (Exc. other) 3,380 2,785 21.4% 7,308 4,254 71.8%
EBITDA (Exc. other) 3,618 2,963 22.1% 8,024 4,796 67.3%
Net Income/(Loss) 5,654 3,196 76.9% 7,594 -1,383 n.m.
Gross Profit Margin 44.1% 41.4% 43.7% 36.9%
EBIT Margin (Exc. other) 18.9% 20.2% 16.8% 14.7%
EBITDA Margin (Exc. other) 20.3% 21.5% 18.4% 16.6%
Net Income Margin 31.7% 23.2% 17.4% -4.8%
International operations (million TL) 3Q24 3Q23 Change % 9M24 9M23 Change %
Volume (million UC) 262 282 -7.1% 767 804 -4.6%
Net Sales 21,813 17,955 21.5% 60,726 41,639 45.8%
Gross Profit 7,039 6,239 12.8% 20,443 14,578 40.2%
EBIT (Exc. other) 3,744 3,916 -4.4% 11,015 8,904 23.7%
EBITDA (Exc. other) 4,574 4,498 1.7% 13,367 10,338 29.3%
Net Income/(Loss) 2,710 3,358 -19.3% 7,475 11,203 -33.3%
Gross Profit Margin 32.3% 34.7% 33.7% 35.0%
EBIT Margin (Exc. other) 17.2% 21.8% 18.1% 21.4%
EBITDA Margin (Exc. other) 21.0% 25.0% 22.0% 24.8%
Net Income Margin 12.4% 18.7% 12.3% 26.9%

Accounting Principles

The consolidated financial statements and disclosures have been prepared in accordance with the communiqué numbered II-14,1 "Communiqué on the Principles of Financial Reporting in Capital Markets. In accordance with article 5 of the CMB Accounting Standards, companies should apply Turkish Accounting Standards / Turkish Financial Reporting Standards ("TAS" / "TFRS") and interpretations regarding these standards as adopted by the Public Oversight Accounting and Auditing Standards Authority ("POA").

As of September 30, 2024, the list of CCI's subsidiaries and joint ventures is as follows:

Subsidiaries and Joint Ventures Country Consolidation Method
Coca-Cola Satış ve Dağıtım A.Ş. Türkiye Full Consolidation
JV Coca-Cola Almaty Bottlers LLP Kazakhstan Full Consolidation
Azerbaijan Coca-Cola Bottlers LLC Azerbaijan Full Consolidation
Coca-Cola Bishkek Bottlers Closed J. S. Co. Kyrgyzstan Full Consolidation
CCI International Holland BV. Holland Full Consolidation
The Coca-Cola Bottling Company of Jordan Ltd Jordan Full Consolidation
Turkmenistan Coca-Cola Bottlers Turkmenistan Full Consolidation
Sardkar for Beverage Industry Ltd Iraq Full Consolidation
Waha Beverages BV. Holland Full Consolidation
Coca-Cola Beverages Tajikistan LLC Tajikistan Full Consolidation
Al Waha LLC Iraq Full Consolidation
Coca-Cola Beverages Pakistan Ltd Pakistan Full Consolidation
Coca-Cola Bottlers Uzbekistan Ltd Uzbekistan Full Consolidation
CCI Samarkand Ltd LLC Uzbekistan Full Consolidation
CCI Namangan Ltd LLC Uzbekistan Full Consolidation
Anadolu Etap Penkon Gıda ve İçecek Ürünleri A. Ş Türkiye Full Consolidation
Syrian Soft Drink Sales and Distribution LLC Syria Equity Method
Coca-Cola Bangladesh Beverages Ltd. Bangladesh Full Consolidation

EBITDA Reconciliation

The Company's "Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)" definition and calculation is defined as; "Profit/(loss) from operations" plus relevant non-cash expenses including depreciation and amortization, provision for employee benefits like retirement and vacation pay (provision for management bonus not included) and other non-cash expenses like negative goodwill and value increase due to change in scope of consolidation. As of September 30, 2024, and September 30, 2023, the reconciliation of EBITDA to profit / (loss) from operations is explained in the following table:

EBITDA (TL million)
TAS 29 (Financial Reporting in Hyperinflationary Economies) implemented 3Q24 3Q23 9M24 9M23
Profit / (loss) from operations 6,445 7,504 17,748 18,853
Depreciation and amortization 1,225 1,030 3,898 3,628
Provision for employee benefits 63 15 291 245
Foreign exchange (gain) / loss under other operating income / expense 60 19 75 -440
Right of use asset amortization 52 41 165 182
EBITDA 7,845 8,609 22,176 22,468

Totals may not foot due to rounding differences.

Foreign Currency Translations

Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are recorded in the consolidated income statement of the relevant period, as foreign currency loss or gain. Foreign currency translation rates announced by the Central Bank of the Republic of Turkey used by the Group's subsidiaries in Turkey. USD amounts presented in the asset accounts are translated into TL with the official TL exchange rate of USD buying on September 30, 2024, USD 1,00 (full) = TL 34,1210 (December 31, 2023; USD 1,00 (full) = TL 29,4382) whereas USD amounts in the liability accounts are translated into TL with the official TL exchange rate of USD selling on September 30, 2024, USD 1,00 (full) = TL 34,1825 (December 31, 2023; USD 1,00 (full) = TL 29,4913). Furthermore, USD amounts in the income statement are translated into TL, at the average TL exchange rate for USD buying for the period is USD 1,00 (full) = TL 32,2299 (January 1 - September 30, 2023; USD 1,00 (full) = TL 22,1887).

Exchange Rates 9M24 9M23
Average USD/TL 32,2299 22,1887
End of Period USD/TL (purchases) 34,1210 27,3767
End of Period USD/TL (sales) 34,1825 27,4260

The assets and liabilities of subsidiaries and joint ventures operating in foreign countries are translated at the rate of exchange ruling at the balance sheet date and the income statements of foreign subsidiaries and joint ventures are translated at average exchange rates. Differences that occur in the usage of closing and average exchange rates are followed under currency translation differences classified under equity.

FY 2024 Revised Guidance

The forward-looking guidance below is given on an organic basis and without any potential impact from the implementation of TAS 29 (Financial Reporting in Hyperinflationary Economies) and may change as per TAS 29. In order to provide a comparison with our previously shared guidance on Jan 8th 2024, we again release the below guidance based on historical figures (i.e. without TAS 29).

Q3 2024 is confirming the persistent nature of high inflation, the spill-over of the ongoing conflict in the Middle-East, the corresponding prolonged dent on consumer confidence as well as weakening purchasing power in our key operating regions of Türkiye and Pakistan.

Within this unprecedented challenging context, we are remaining focused on what we can control and are committed to our purpose of 'creating value' for all our stakeholders, via focusing on world-class daily execution and making progress towards our long-term strategy.

As a consequence, reflecting about 2024 to-date, despite volume being under pressure, we have strengthened our fundamentals by increasing competitiveness and making progress towards our long term strategic aspiration by accelerating small packages, diversifying our beverages portfolio and growing faster in traditional trade and onpremise. Our relentless focus on quality revenue growth and cost control have both contributed to manage margin within an acceptable range.

Therefore, taking into account the most recent trends, our actions and our progress towards the long-term, we update our full year guidance:

-volume from "flat-to-low-single-digit growth" to "low-to-mid-single-digit volume decline"

-Due to the revised volume guidance, our FX-neutral Net Sales Revenue growth guidance also changes from "low 30s % growth" to "high 10s to low 20s % growth"

  • We keep our EBIT margin guidance unchanged as "slight decline to flat vs last year" thanks to timely hedges resulting in tight COGS control and relentless focus on strict opex management.

Our company's expectations for 2024 are as follows (on an organic basis and without any potential impact from the implementation of inflation accounting):

Sales Volume - Revised:

Low-to-Mid-single-digit volume decline on a consolidated basis;

  • Low single-digit volume decline to flat in Türkiye
  • Mid-single-digit volume decline in the international operations

Net Sales Revenue - Revised:

High 10s to Low 20s percentage FX-neutral NSR growth

EBIT Margin - Unchanged:

Slight-decline-to-Flat vs previous year

Consolidated Income Statement CCI

TAS 29 (Financial Reporting in Hyperinflationary Economies) implemented

January 1 - September 30 July 1 - September 30
(TL million) 2024 2023 Change (%) 2024 2023 Change (%)
Sales Volume (UC millions) 1,231 1,283 -4.1% 438 482 -9.2%
Revenue 108,727 114,529 -5.1% 36,711 40,477 -9.3%
Cost of Sales -69,476 -76,465 -9.1% -23,345 -26,262 -11.1%
Gross Profit from Operations 39,251 38,064 3.1% 13,366 14,215 -6.0%
Distribution,
Selling
and
Marketing
Expenses
-16,849 -15,404 9.4% -5,697 -5,264 8.2%
General and Administrative Expenses -5,195 -4,264 21.8% -1,582 -1,446 9.4%
Other Operating Income 2,327 2,962 -21.4% 599 724 -17.4%
Other Operating Expense -1,786 -2,505 -28.7% -240 -725 -66.8%
Profit/(Loss) from Operations 17,748 18,853 -5.9% 6,445 7,504 -14.1%
Gain/(Loss) From Investing Activities -212 -34 522.6% -184 53 n.m.
Gain/(Loss) from Associates -4 -22 81.6% -0.2 -1.1 77.6%
Profit/(Loss)
Before
Financial
Income/(Expense)
17,532 18,797 -6.7% 6,261 7,556 -17.1%
Financial Income 3,157 7,327 -56.9% 1,111 1,627 -31.7%
Financial Expenses -9,481 -11,353 -16.5% -3,277 -2,902 12.9%
Monetary Gain /(Loss) 7,858 15,724 -50.0% 2,181 10,906 -80.0%
Profit/(Loss) Before Tax 19,066 30,495 -37.5% 6,275 17,186 -63.5%
Deferred Tax Income/(Expense) -570 -3,075 -81.5% -864 -1,882 -54.1%
Current Period Tax Expense -4,156 -4,632 -10.3% -218 -1,555 -86.0%
Net Income/(Loss) Before Minority 14,340 22,788 -37.1% 5,193 13,749 -62.2%
Minority Interest -70 -744 -90.6% -21 -362 -94.3%
Net Income 14,270 22,044 -35.3% 5,173 13,387 -61.4%
EBITDA 22,176 22,468 -1.3% 7,845 8,609 -8.9%

Unaudited

Türkiye Income Statement

TAS 29 (Financial Reporting in Hyperinflationary Economies) implemented

Unaudited

January 1 - September 30 July 1 - September 30
(TL million) 2024 2023 Change (%) 2024 2023 Change (%)
Sales Volume (UC millions) 464 479 -3.2% 176 201 -12.2%
Revenue 48,186 52,389 -8.0% 18,446 22,566 -18.3%
Cost of Sales -29,221 -36,045 -18.9% -10,850 -14,515 -25.3%
Gross Profit from Operations 18,965 16,344 16.0% 7,596 8,051 -5.7%
Distribution,
Selling
and
Marketing
Expenses
-10,058 -9,070 10.9% -3,592 -3,670 -2.1%
General and Administrative Expenses -3,601 -2,947 22.2% -1,215 -1,063 14.3%
Other Operating Income 9,890 12,274 -19.4% 5,006 3,845 30.2%
Other Operating Expense -930 -9,327 -90.0% -101 -200 -49.6%
Profit/(Loss) from Operations 14,267 7,273 96.1% 7,693 6,963 10.5%
Gain/(Loss) From Investing Activities -85 -92 -7.2% -58 43 n.m.
Profit/(Loss)
Before
Financial
Income/(Expense)
14,181 7,182 97.5% 7,636 7,006 9.0%
Financial Income 2,531 4,101 -38.3% 940 1,147 -18.1%
Financial Expenses -11,048 -18,621 -40.7% -3,590 -4,067 -11.7%
Monetary Gain /(Loss) 7,858 15,724 -50.0% 2,181 10,906 -80.0%
Profit/(Loss) Before Tax 13,523 8,386 61.3% 7,166 14,992 -52.2%
Deferred Tax Income/(Expense) 141 -613 n.m. -689 -1,437 -52.0%
Current Period Tax Expense -1,595 -1,352 18.0% 313 -569 n.m.
Net Income/(Loss) Before Minority 12,068 6,421 87.9% 6,789 12,985 -47.7%
Minority Interest 0 -173 n.m. 7 -130 n.m
Net Income 12,068 6,248 93.2% 6,796 12,856 -47.1%
EBITDA 16,320 9,140 78.5% 8,438 7,584 11.3%

International Income Statement

TAS 29 (Financial Reporting in Hyperinflationary Economies) implemented

Unaudited
January 1 - September 30 July 1 - September 30
(TL million) 2024 2023 Change (%) 2024 2023 Change (%)
Sales Volume (UC millions) 767 804 -4.6% 262 282 -7.1%
Revenue 60,726 62,202 -2.4% 18,342 17,936 2.3%
Cost of Sales -40,283 -40,424 -0.3% -12,498 -11,745 6.4%
Gross Profit from Operations 20,443 21,777 -6.1% 5,844 6,191 -5.6%
Distribution,
Selling
and
Marketing
Expenses
-6,790 -6,334 7.2% -2,104 -1,595 31.9%
General and Administrative Expenses -2,637 -2,143 23.1% -644 -618 4.3%
Other Operating Income 964 8,369 -88.5% 365 -415 n.m.
Other Operating Expense -857 -1,174 -27.0% -141 -524 -73.1%
Profit/(Loss) from Operations 11,121 20,496 -45.7% 3,319 3,040 9.2%
Gain/(Loss) From Investing Activities -127 58 n.m. -126 10 n.m.
Gain/(Loss) from Associates -4 -22 81.6% -0.2 -1.1 77.6%
Profit/(Loss)
Before
Financial
Income/(Expense)
10,990 20,532 -46.5% 3,193 3,049 4.7%
Financial Income 688 3,288 -79.1% 178 498 -64.4%
Financial Expenses -1,994 -3,698 -46.1% -549 -506 8.3%
Profit/(Loss) Before Tax 9,684 20,121 -51.9% 2,822 3,040 -7.2%
Deferred Tax Income/(Expense) 40 -257 n.m. -22 -81 -72.2%
Current Period Tax Expense -2,180 -2,558 -14.8% -487 -654 -25.6%
Net Income/(Loss) Before Minority 7,545 17,306 -56.4% 2,313 2,305 0.3%
Minority Interest -70 -570 -87.7% -28 -232 -88.1%
Net Income 7,475 16,736 -55.3% 2,285 2,073 10.2%
EBITDA 13,823 22,500 -38.6% 4,142 3,608 14.8%

CCI Consolidated Balance Sheet

Unaudited Audited
(TL million) September 30, 2024 December 31, 2023
Current Assets 61,554 65,558
Cash and Cash Equivalents 18,087 29,556
Investments in Securities 861 511
Trade Receivables 19,843 11,975
Other Receivables 453 164
Derivative Financial Instruments 153 192
Inventories 15,597 17,638
Prepaid Expenses 3,798 2,536
Tax Related Current Assets 850 863
Other Current Assets 1,913 2,124
Non-Current Assets 83,863 84,102
Other Receivables 166 183
Property, Plant and Equipment 51,270 47,870
Goodwill 5,703 6,311
Intangible Assets 23,275 26,221
Right of Use Asset 716 737
Prepaid Expenses 1,735 1,654
Deferred Tax Asset 990 789
Derivative Financial Instruments 9 45
Other Non-Current Assets 0 293
Total Assets 145,418 149,661
Current Liabilities 51,870 56,393
Short-term Borrowings 13,539 11,593
Current Portion of Long-term Borrowings 2,845 12,948
Bank borrowings 2,592 12,681
Finance lease payables 252 266
Trade Payables 27,773 25,265
Due to related parties 7,792 10,449
Other trade payables to third parties 19,981 14,816
Payables Related to Employee Benefits 414 491
Other Payables 4,901 3,388
Due to related parties 233 314
Other payables to third parties 4,668 3,074
Derivative Financial Instruments 1 378
Deferred Income 566 279
Provision for Corporate Tax 680 556
Current Provisions 1,003 1,313
Other Current Liabilities 150 182
Non-Current Liabilities 32,612 32,192
Long-term Borrowings 26,675 25,150
Financial lease payables 605 631
Trade Payables 4 7
Provision for Employee Benefits 890 994
Deferred Tax Liability 4,427 5,346
Derivative Financial Instruments 0 4
Deferred Income 11 60
Equity of the Parent 53,519 53,375
Minority Interest 7,417 7,701
Total Liabilities 145,418 149,661

TAS 29 (Financial Reporting in Hyperinflationary Economies) implemented

CCI Consolidated Cash Flow

TAS 29 (Financial Reporting in Hyperinflationary Economies) implemented

Unaudited
Period End
(TL million) September 30,
2024
September 30,
2023
Cash Flow from Operating Activities
IBT Adjusted for Non-cash items 17,375 23,751
Change in Tax Assets and Liabilities -3,950 -2,922
Employee Term. Benefits, Vacation Pay, Management Bonus
Payment
-318 -825
Change in other current and non-current assets and liabilities -304 -6,639
Change in Operating Assets & Liabilities -367 312
Net Cash Provided by Operating Activities 12,435 13,677
Purchase of Property, Plant & Equipment -9,001 -6,376
Other Net Cash Provided by/ (Used in) Investing Activities -675 -140
Cash inflow/outflow from acquisition of subsidiary -814 -4,080
Net Cash Used in Investing Activities -10,491 -10,596
Interest Paid -6,257 -3,819
Interest Received 1,151 841
Change in ST & LT Loans -251 3,287
Dividends paid (including non-controlling interest) -2,343 -1,446
Cash flow hedge reserve -829 -5
Change in finance lease payables -252 -275
Other -4,217 0
Net Cash Provided by / (Used in) Financing Activities -12,998 -1,416
Currency Translation Differences 691 -295
Monetary gain / loss on cash and cash equivalents -1,107 -1,178
Net Change in Cash & Cash Equivalents -11,469 191
Cash & Cash Equivalents at the beginning of the period 29,556 31,361
Cash & Cash Equivalents at the end of the period 18,087 31,552
Free Cash Flow -1,923 4,048

Totals may not foot due to rounding differences.

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