COCA-COLA İÇECEK A.Ş. - Board/Management Information 2016

OLD TEXT

Board of Directors

Article 8:

8.1. The business and management of the Company shall be conducted administered by a Board of Directors which shall be composed of 12 members elected by the General Meeting of Shareholders in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Law.

7 (seven) members of the Board of Directors shall be elected from amongst the candidates nominated by the majority of A Group shares, 1 (one) member of the Board of Directors shall be elected from amongst the candidates nominated by the majority of B Group shares and 4 (four) members of the Board of Directors shall be elected from amongst the candidate(s) nominated by any shareholder. The number and qualifications of the independent members who will take place in the Board of Directors will be determined pursuant to the corporate governance rules of the Capital Markets Board.

In the event the majority of A and/or B Group shares have not been able to nominate candidates to the membership of the Board of Directors, the election will be made by the General Meeting of Shareholders in accordance with the general provisions.

The Board of Directors shall elect each year from among their members one Chairman to preside at the Board of Directors meetings and at least one Vice-Chairman to preside alternately in his or her absence. The Chairman of the Board of Directors shall be elected from among the members of the Board of Directors nominated by the majority of A Group shares and the ViceChairman of the Board of Directors shall be elected from among the members of the Board of Directors nominated by the majority of B Group shares.

The members of the Board of Directors shall be elected for a maximum term of office of three (3) years. In accordance with the relevant provisions of Turkish Commercial Code the members of Board of Directors shall continue to serve until the first General Meeting of Shareholders even if their terms of office have expired. A member whose term of office expires may be reelected. Should any member vacate the membership in the Board of Directors for any reason, the Board of Directors shall temporarily elect a person with the qualifications required by the law from among those nominated by the same group of shares and submit him/her to the approval of the first General Meeting of Shareholders. The member so elected shall serve until the next General Meeting of Shareholders where he or she is submitted for approval, and if the election is approved by the General Meeting of Shareholders, he/she shall continue to complete the term of office of the member he/she was replaced.

Remuneration and/or attendance fee may be paid to the members of the Board of Directors if so decided by the General Meeting of Shareholders.

8.2. Meetings of the Board of Directors

The Board of Directors shall convene as and when required by the business of the Company.

NEW TEXT

Board of Directors Article 8:

The Board of Directors shall elect each year from among their members one Chairman to preside at the Board of Directors meetings and at least one Vice-Chairman to preside alternately in his or her absence. The Chairman of the Board of Directors shall be elected from among the members of the Board of Directors nominated by the majority of A Group shares and the Vice-Chairman of the Board of Directors shall be elected from among the members of the Board of Directors nominated by the majority of B Group shares.

The members of the Board of Directors shall be elected for a maximum term of office of three (3) years. A member whose term of office expires may be re-elected. Should any member vacate the membership in the Board of Directors for any reason, the Board of Directors shall temporarily elect a person with the qualifications required by the law from among those nominated by the same group of shares and submit him/her to the approval of the first General Meeting of Shareholders. The member so elected shall serve until the next General Meeting of Shareholders where he or she is submitted for approval, and if the election is approved by the General Meeting of Shareholders, he/she shall continue to complete the term of office of the member he/she was replaced.

Remuneration and/or attendance fee may be paid to the members of the Board of Directors if so decided by the General Meeting of Shareholders.

8.2. Meetings of the Board of Directors

The Board of Directors shall convene as and when required by the business of the Company.

The Chairman, the Vice-Chairman and each member of the Board of Directors shall have the right to call the Board of Directors for a meeting by sending invitation at least 15 (fifteen) days prior to such meeting to all other members of the Board of Directors and/or insert items he/she wants to be discussed in the agenda of such meetings.

Meetings of the Board of Directors shall be held at the head office of the Company or at any other place in or outside Turkey as the Board of Directors shall decide at an ordinary meeting and with an ordinary decision quorum.

The Board of Directors may take decisions without holding a meeting pursuant to Article 390/4 of the Turkish Commercial Code. The meeting and decision quorums as provided in Article 8.3 below shall also apply to such decisions.

8.3. Quorums and Major Decisions

8.3.1. The quorum for meetings of the Board of Directors shall be at least 7 (seven) members.

8.3.2. The Turkish Commercial Code, the Capital Markets Law and regulations, the applications of which are obliged by the Capital Markets Board shall apply to the decision quorum of the Board of Directors.

8.3.3. All “Major Decisions” defined in Article 8.3.5 shall require the decision quorum set forth in Article 8.3.2. provided that in order for the “Major Decisions” to be taken, the affirmative vote of the member of the Board of Directors elected from among the candidates nominated by the majority of (B) Group shares in accordance with Article 8.1, is required.

However, in the event the share percentage of the (B) Group shares in the capital falls under 15%, Article 8.3.5. below shall automatically become null and void. The shareholders holding (B) Group shares shall vote in the same direction as the shareholders holding (A) Group shares in the meetings of the Board of Directors and the General Meetings of Shareholders to be held in order to amend the Articles of Association accordingly and shall approve such decision in the special general meeting to be held by the shareholders holding (B) Group shares. The provisions of Article 16.2 (E) below are reserved.

8.3.4. All members of the Board of Directors including the Chairman of the Board of Directors shall each have one vote and no member has a casting vote.

8.3.5. “Major Decisions” consist of the following decisions:

(i) Except for those mandatorily required by applicable legislation, proposals to the General Meeting of Shareholders with regard to the below stated decisions;
- (a) decisions regarding the amendment of the Articles of Association;
- (b) decisions regarding the increase or decrease of the Company’s issued capital;
- (c) decisions regarding making material additions to or deletions from or changes in the scope and business of the Company;

8.3. Quorums and Major Decisions

8.3.1. The quorum for meetings of the Board of Directors shall be at least 7 (seven) members.

8.3.4. All members of the Board of Directors including the Chairman of the Board of Directors shall each have one vote and no member has a casting vote.

8.3.5. “Major Decisions” consist of the following decisions:
(i) Except for those mandatorily required by applicable legislation, proposals to the General Meeting of Shareholders with regard to the below stated decisions;
- (a) decisions regarding the amendment of the Articles of Association;
- (b) decisions regarding the increase or decrease of the Company’s issued capital;
- (c) decisions regarding making material additions to or deletions from or changes in the scope and business of the Company;

(d) decisions regarding the dissolution of the Company or merger of the Company with any other entity;

(e) decisions regarding the additional distribution of profits other than the distribution amounts and/or ratios required by the capital markets legislation;

- (d) decisions regarding the dissolution of the Company or merger of the Company with any other entity; 

- (e) decisions regarding the additional distribution of profits other than the distribution amounts and/or ratios required by the capital markets legislation; 

- (f) decisions regarding changing of the type of shares.

(f) decisions regarding changing of the type of shares.

(ii) Decisions on public offering of the shares and any applications to be made related thereto;
(iii) Decisions on all transactions and agreements between the shareholders holding shares representing 5% or more of the Company’s capital or their Affiliates and the Company and amendments related thereto;
(iv) Decisions on the issuance of any new securities by the Company, which may or may not be deemed as capital markets instruments, permitted under the applicable legislation increasing the total of the issued debt securities at a certain time over 50 (fifty) million U.S. Dollars.;

For the purposes of these Articles of Association, the term “Affiliate” shall mean with respect to any shareholder, any other real or legal person which controls, is controlled by or is under common control with such shareholder, and in this context “Control” shall mean the possession directly and indirectly of the power to direct or cause the direction of the management and policies of any legal or real person whether through the ownership of shares vested with voting rights, by contract or otherwise.

8.4. Management of the Company and Managing Director

8.4.1. The Board of Directors is entitled to transfer the management, wholly or partially, to one or several members of the Board of Directors or to the Company executives, through an internal directive to be prepared as per Article 367 of the Turkish Commercial Code.

At least one of the members of the Board of Directors must have the authority to represent the Company. The Board of Directors and the management within the scope of duties delegated to him/her, are entitled to take decision on every kind of activities and transactions required to realize the scope of business of the Company, except for the issues left to the authority of the General Assembly of Shareholders, in accordance with the Turkish Commercial Code, Capital Markets Law and other related legislation.

(ii) Decisions on public offering of the shares and any applications to be made related thereto;
(iii) Decisions on all transactions and agreements between the shareholders holding shares representing 5% or more of the Company’s capital or their Affiliates and the Company and amendments related thereto;
(iv) Decisions on the issuance of any new securities by the Company, which may or may not be deemed as capital markets instruments, permitted under the applicable legislation increasing the total of the issued debt securities at a certain time over 50 (fifty) million U.S. Dollars.;

8.4. Management and Representation of the Company

8.4.1. The management of the Company and its representation belongs to the Board of Directors. The Board of Directors and the management within the scope of duties delegated to it, are entitled to take decision on every kind of activities and transactions required to realize the scope of business of the Company, except for the issues left to the authority of the General Assembly of Shareholders, in accordance with the Turkish Commercial Code, Capital Markets Law and other related legislation and these Articles of Association. The Board of Directors is entitled to transfer the management, wholly or partially, to one or several members of the Board of Directors or to the Company executives, through an internal directive to be prepared as per Article 367 of the Turkish Commercial Code.

The Board of Directors may appoint the member of Board of Directors who has not been granted with representation powers or the persons affiliated with the Company under a service agreement as commercial agent or other commercial assistants. The duties and powers of the persons who will be appointed in this manner shall be specified clearly in the internal directive to be prepared in accordance with Article 367 of Turkish Commercial Code. In such a case, the internal directive must be registered

and announced. The provisions of Articles 371, 374 and 375 of Turkish Commercial Code are reserved.

8.4.2. The Board of Directors shall appoint a Managing Director who shall be responsible for the realization and pursuit of the scope of business of the Company and for the performance of the management team of the Company. The said Managing Director shall be appointed by the Board of Directors from among the candidates nominated by the members of the Board of Directors elected by being nominated by the majority of A Group shares. The Board of Directors shall delegate to the Managing Director the authorities and powers that it deems necessary in order for him/her to fulfill these responsibilities and in particular the following powers:

8.4.2. The Board of Directors may assign its representation powers to one or more Managing Directors or to third parties as managers in accordance with Article 370 of the Turkish Commercial Code. At least one of the members of the Board of Directors must have the authority to represent the Company.The General Manager shall be appointed by the Board of Directors from among the candidates nominated and elected by the members of the Board of Directors by being nominated by the majority of A Group shares and The General Manager’s powers are specified by an internal directive.

(i) to execute all decisions of the Board of Directors;

(ii) to manage the Company in accordance with the Business Plans;

(iii) to prepare the resolutions of the Board of Directors for all matters within the powers of the Board of Directors (including decisions on capital expenditures in excess of 5 (five) million U.S. Dollars and which were not approved in the annual capital budget);

(iv) to prepare the Business Plans of the Company, the modifications of the Business Plans and any other matters to be submitted to the Board of Directors;

(v) to make proposals and prepare resolutions for investments not within the scope of the Business Plans;

(vi) to submit a regular (monthly, quarterly and annual) system of reporting reports to the Board of Directors on the activities and financial condition of the Company;

(vii) to make recommendations for and prepare all agreements between the Company on the one hand, and shareholders holding shares representing 5% or more of the capital or the Affiliates of shareholders holding shares representing 5% or more of the capital on the other.

8.4.3. At any time there is a vacancy in the position of Managing Director, the members of the Board of Directors elected by being nominated by the A Group shares shall nominate candidate(s) for a Managing Director and provide the Board of Directors with sufficient information regarding such candidate(s) in order for the Board of Directors to evaluate the candidate(s). The Board of Directors shall elect the Managing Director among such candidates. The Board of Directors shall within 10 (ten) days of such nomination, elect the Managing Director and the Managing Director shall start to work immediately.

8.4.4. Save for the provisions of Article 8.4.6 below, in the event, within 6 (six) months of the election of any Managing Director by the Board of Directors, any of the members of the Board of Directors elected by being nominated by the majority of A or B Group shares requests in writing the dismissal of the Managing Director, then the members of the Board of Directors shall cause the Board of Directors to convene as soon as possible and at the latest within 30 days following the date of such written request in order to vote the dismissal of the Managing Director

8.4.3. At any time there is a vacancy in the position of General Manager, the members of the Board of Directors elected by being nominated by the A Group shares shall nominate candidate(s) for a General Manager and provide the Board of Directors with sufficient information regarding such candidate(s) in order for the Board of Directors to evaluate the candidate(s). The Board of Directors shall elect the General Manager among such candidates. The Board of Directors shall, within 10 (ten) days of such nomination, elect the General Manager and the General Manager shall start to work immediately.

8.4.4. Save for the provisions of Article 8.4.6 below, in the event, within 6 (six) months of the election of any General Manager by the Board of Directors, any of the members of the Board of Directors elected by being nominated by the majority of A or B Group shares requests in writing the dismissal of the General Manager , then the members of the Board of Directors shall cause the Board of Directors to convene as soon as possible and at the latest within 30 days following the date of such written request in order to vote the

and the dismissal of the Managing Director shall be voted. If the Managing Director is dismissed as a result of such voting, as soon as possible and at the latest within 15 days following such dismissal, the members of the Board of Directors elected by being nominated by the majority of A Group shares will nominate candidate(s) for a Managing Director for a second time and the Managing Director shall be elected from among such candidates. Save for the provisions of Article 8.4.6 below, in the event, within 6 (six) months of the appointment of such subsequent Managing Director by the Board of Directors, any of the members of the Board of Directors elected by being nominated by the majority A or B Group shares requests in writing the dismissal of the Managing Director, then the members of the Board of Directors shall cause the Board of Directors to convene as soon as possible and at the latest within 30 days following the date of such written request in order to vote the dismissal of the Managing Director and the dismissal of the Managing Director shall be voted in such meeting. If the Managing Director is dismissed as a result of such voting, one of the members of the Board of Directors, excluding the Chairman of the Board of Directors, elected by being nominated by the majority of A Group shares shall be elected as the Managing Director in the Board of Directors meeting convened for the dismissal of the Managing Director and shall immediately assume the position of the Managing Director and shall be so appointed.

Except the provisions of Article 8.4.6 below, none of the shareholders not holding majority of A or B Group shares shall be entitled to request the dismissal of the Managing Director or the member of the Board of Directors appointed as the Managing Director pursuant to the procedure set forth above from among the members of the Board of Directors elected by being nominated by the majority of A Group shares.

8.4.5. In the event that a member of the Board of Directors, except for the Chairman of the Board of Directors, elected by being nominated by the majority of A Group shares to the Board of Directors, is appointed as the Managing Director pursuant to the provisions of Article 8.4.4 above, the said member of the Board of Directors shall remain as Managing Director for the period of time until a new Managing Director is appointed pursuant to Articles 8.4.3 and 8.4.4 above. In this case, a new Managing Director shall be elected by the members of the Board of Directors as soon as possible and latest within 3 (three) months after the said member of the Board of Directors assumes office as the Managing Director. In the event a new Managing Director could not be elected, the said member of the Board of Directors will remain as the Managing Director until a new Managing Director is elected according to Articles 8.4.3 and 8.4.4.

8.4.6. Any member of the Board of Directors can request the Board of Directors to review the performance of the Managing Director at any time, provided that at least 3 months have elapsed after the appointment of the Managing Director, if he/she believes that the Managing Director’s performance is so poor that it is detrimental to the business of the Company. Such request must include reasonable documentation of such poor performance. As soon as possible after the date of such request, a meeting of the Board of Directors shall be convened to review the Managing Director’s performance and after reviewing the matter at such meeting of the Board of Directors, the Chairman

dismissal of the General Manager and the dismissal of the General Manager shall be voted. If the General Manager is dismissed as a result of such voting, as soon as possible and at the latest within 15 days following such dismissal, the members of the Board of Directors elected by being nominated by the majority of A Group shares will nominate candidate(s) for a General Manager for a second time and the General Manager shall be elected from among such candidates. Save for the provisions of Article 8.4.6 below, in the event, within 6 (six) months of the appointment of such subsequent General Manager by the Board of Directors, any of the members of the Board of Directors elected by being nominated by the majority A or B Group shares requests in writing the dismissal of the General Manager , then the members of the Board of Directors shall cause the Board of Directors to convene as soon as possible and at the latest within 30 days following the date of such written request in order to vote the dismissal of the General Manager and the dismissal of the General Manager shall be voted in such meeting. If the General Manager is dismissed as a result of such voting, one of the members of the Board of Directors, excluding the Chairman of the Board of Directors, elected by being nominated by the majority of A Group shares shall be elected as the General Manager in the Board of Directors meeting convened for the dismissal of the General Manager and shall immediately assume the position of the General Manager and shall be so appointed.

Except the provisions of Article 8.4.6 below, none of the shareholders not holding majority of A or B Group shares shall be entitled to request the dismissal of the General Manager or the member of the Board of Directors appointed as the General Manager pursuant to the procedure set forth above from among the members of the Board of Directors elected by being nominated by the majority of A Group shares.

8.4.5. In the event that a member of the Board of Directors, except for the Chairman of the Board of Directors, elected by being nominated by the majority of A Group shares to the Board of Directors, is appointed as the General Manager pursuant to the provisions of Article 8.4.4 above, the said member of the Board of Directors shall remain as General Manager for the period of time until a new General Manager is appointed pursuant to Articles 8.4.3 and 8.4.4 above. In this case, a new General Manager shall be elected by the members of the Board of Directors as soon as possible and the latest within 3 (three) months after the said member of the Board of Directors assumes office as the General Manager. In the event a new General Manager could not be elected, the said member of the Board of Directors will remain as the General Manager until a new General Manager is elected according to Articles 8.4.3 and 8.4.4.

8.4.6. Any member of the Board of Directors can request the Board of Directors to review the performance of the General Manager at any time, provided that at least 3 months have elapsed after the appointment of the General Manager, if he/she believes that the General Manager’s performance is so poor that it is detrimental to the business of the Company. Such request must include reasonable documentation of such poor performance. As soon as possible after the date of such request, a meeting of the Board of Directors shall be convened to review the General Manager’s performance and after reviewing the matter at such meeting of the Board of

Board of Directors and/or the members of the Board of Directors shall convene the Board of Directors in order to vote the dismissal of the Managing Director within 30 (thirty) days thereafter and the dismissal of the Managing Director shall be voted in such meeting. In the event the Managing Director is so dismissed, the members of the Board of Directors elected by being nominated by the majority of A Group shares, shall nominate the candidate(s) for a new Managing Director as soon as possible after the dismissal and the procedure described in Articles 8.4.3 and 8.4.4 above shall apply until the appointment of a new Managing Director. The Managing Director will not have the right to participate in and vote at the meetings of the Board of Directors where his/her dismissal will be discussed and/or voted upon.

8.4.7. In the absence of the Managing Director or if there is no Managing Director, then one of the members of the Board of Directors, except the Chairman of the Board of Directors, elected from among the members of the Board of Directors elected by being nominated by the majority of A Group shares, shall immediately assume the Managing Director’s position and authorities until the Managing Director returns or a replacement has been appointed. In such circumstances the Board of Directors shall immediately convene and delegate all the authorities of the Managing Director to the said member of the Board of Directors until the return or replacement of the Managing Director. If the Managing Director is absent for any reason or reasonably expected to be absent for more than 4 (four) months, then the members of the Board of Directors are required to apply the appointment procedure described in Articles 8.4.3 and 8.4.4 above in order to elect a Managing Director.

8.4.8. The Board of Directors may appoint directors, managers or officers with regard to the execution of the Company's business. The Board of Directors may empower them to sign on behalf of the Company. However, the Financial Officer of the Company shall at all times be appointed from among those candidates nominated by the members of the Board of Directors elected by being nominated by the majority of A Group shares to the Board of Directors. The term of office of the directors, managers and officers who have the authority to sign on behalf of the Company is not limited to the term of office of the Board of Directors. In the event that the dismissal of the Financial Officer or any other member of the senior management team who is elected to be a member of the Board of Directors is required, he/she will not have the right to participate in and/or vote at the meetings of the Board of Directors where his/her dismissal will be discussed and/or voted upon.

Directors, the Chairman of Board of Directors and/or the members of the Board of Directors shall convene the Board of Directors in order to vote the dismissal of the General Manager within 30 (thirty) days thereafter and the dismissal of the General Manager shall be voted in such meeting. In the event the General Manager is so dismissed, the members of the Board of Directors elected by being nominated by the majority of A Group shares, shall nominate the candidate(s) for a new General Manager as soon as possible after the dismissal and the procedure described in Articles 8.4.3 and 8.4.4 above shall apply until the appointment of a new General Manager. The General Manager will not have the right to participate in and vote at the meetings of the Board of Directors where his/her dismissal will be discussed and/or voted upon.

8.4.7. In the absence of the General Manager or if there is no General Manager , then one of the members of the Board of Directors, except the Chairman of the Board of Directors, elected from among the members of the Board of Directors elected by being nominated by the majority of A Group shares, shall immediately assume the General Manager’s position and authorities until the General Manager returns or a replacement has been appointed. In such circumstances the Board of Directors shall immediately convene and delegate all the authorities of the General Manager to the said member of the Board of Directors until the return or replacement of the General Manager . If the General Manager is absent for any reason or reasonably expected to be absent for more than 4 (four) months, then the members of the Board of Directors are required to commence to apply and apply the appointment procedure described in Articles 8.4.3 and 8.4.4 above in order to elect a General Manager.

8.4.8. The Financial Officer of the Company shall at all times be appointed from among those candidates nominated by the members of the Board of Directors elected by being nominated by the majority of A Group shares to the Board of Directors. In the event that the dismissal of the Financial Officer or any other member of the senior management team who is elected to be a member of the Board of Directors is required, he/she will not have the right to participate in and/or vote at the meetings of the Board of Directors where his/her dismissal will be discussed and/or voted upon.

8.4.9. In order for the documents delivered and agreements signed by the Company to be valid, such documents must bear the signatures the person(s) authorized to bind the Company under the title of the Company.

8.4.10. The office terms of the persons granted the authority to represent the company are not limited with the office terms of the Board of Directors members.

8.5. Representation of the Company

The management of the Company and its representation belongs to the Board of Directors.

In order for all documents, notes, powers of attorney, commitments, agreements, offers and acceptances to be valid and binding upon the Company, they should bear the signatures of two persons under the name of the Company who are duly authorized, registered and announced to represent and bind the Company.

The Board of Directors designates the persons empowered in the name of the Company having signature authority under the trade name of the Company and registers and announces the notarized copy of the decision showing such persons and their representation forms with the Trade Registry. Provisions of Articles 371., 374. and 375. of the Turkish Commercial Code are reserved.

The office terms of the persons granted the authority to represent the company are not limited with the office terms of the Board of Directors members.

AI assistant

COCA-COLA İÇECEK A.Ş. Board/Management Information 2016

5900_rns_2016-03-18_94dbed2c-fa5d-43d3-9c5d-6c7c0006041b.pdf

OLD TEXT

Board of Directors

Article 8:

8.2. Meetings of the Board of Directors

NEW TEXT

Board of Directors Article 8:

8.2. Meetings of the Board of Directors

8.3. Quorums and Major Decisions

8.3.5. “Major Decisions” consist of the following decisions:

8.3. Quorums and Major Decisions

8.4. Management of the Company and Managing Director

8.4. Management and Representation of the Company

8.5. Representation of the Company

AI assistant

COCA-COLA İÇECEK A.Ş. — Board/Management Information 2016

5900_rns_2016-03-18_94dbed2c-fa5d-43d3-9c5d-6c7c0006041b.pdf

OLD TEXT

Board of Directors

Article 8:

8.2. Meetings of the Board of Directors

NEW TEXT

Board of Directors Article 8:

8.2. Meetings of the Board of Directors

8.3. Quorums and Major Decisions

8.3.5. “Major Decisions” consist of the following decisions:

8.3. Quorums and Major Decisions

8.4. Management of the Company and Managing Director

8.4. Management and Representation of the Company

8.5. Representation of the Company

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COCA-COLA İÇECEK A.Ş. Board/Management Information 2016