Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

COCA-COLA İÇECEK A.Ş. Interim / Quarterly Report 2021

Nov 3, 2021

5900_rns_2021-11-03_6e12f055-ef5d-470e-86fe-55aa63e82192.pdf

Interim / Quarterly Report

Open in viewer

Opens in your device viewer

COCA-COLA İÇECEK A.Ş. INTERIM REPORT

as of September 30, 2021

COMMENTS FROM THE CEO, BURAK BAŞARIR2
ABOUT CCI3
SHAREHOLDING STRUCTURE3
BOARD OF DIRECTORS3
MANAGEMENT4
DEVELOPMENTS DURING THE PERIOD5
SUBSEQUENT EVENTS15
ADDITIONAL INFORMATION RELATED TO OPERATIONS16
SHAREHOLDERS' INFORMATION18
SUBSIDIARIES19
FINANCIAL&OPERATIONALPERFORMANCE REVIEW20

COMMENTS FROM THE CEO, BURAK BAŞARIR

CCI's results in the third quarter reflect the continued business momentum across our operations. We are happy to deliver the highest ever quarterly sales volume, solid topline performance, and healthy margins. On top of 11% volume growth on a yearly basis, our net sales revenue per unit case on an FX neutral basis grew by 14%. Despite upward price trends in global commodity markets and supply-side bottlenecks, we managed to deliver strong profit growth and margins in 3Q21.

Our business benefited from the increased mobility and eased restrictions as vaccinations gathered pace in most of our key markets during the quarter.

Having hedged the majority of our commodity needs for 2021, the pressure of high commodity prices on our cost base was limited. Despite cycling a very strong quarter of 3Q20, where CCI recorded its highest margin in history, our EBITDA increased by 17% with a 24% margin in the third quarter of 2021, still significantly above historical averages. As guided before, the margin contraction is due to the unsustainably high base of the last year. As we continue to navigate the pandemic environment, we are fully on track to deliver in line with the guidance and the quality growth algorithm in 2021, thanks to our brands, adaptive business model, prudent financial policy, and agile mindset.

Turkey operation had a very successful quarter, achieving the highest summer season sales. This was delivered by the relentless focus on serving consumer needs, excellence in execution, and digitizing customer relationships. Favorable weather conditions and partial recovery in the tourism sector were other positive contributors. Volume grew 15% in the third quarter. Revenue growth management initiatives and improving channel mix with recovery at on-premise outlets contributed to the robust topline performance in Turkey.

On the international front, we recorded 9% volume growth in 3Q21. Pakistan continued building on its sound infrastructure and grew 8% in the quarter on the back of higher outlet penetration, improved route to market capabilities, better execution, and effective promotion management. Smooth execution of price adjustments and refreshment summer offerings assisted healthy topline growth in Pakistan. Central Asia operations maintained strong momentum with double-digit volume growth mainly driven by Kazakhstan, Azerbaijan, and Kyrgyzstan.

As we move towards the year-end, some of the headwinds continue impacting our operations. The Covid-19 variants and the increasing number of cases in our countries create uncertainties for the rest of the year, especially in the upcoming winter. The upward price trends in global commodity markets resulting from strong demand and supply-side bottlenecks lead to a higher cost environment and continue to put pressure on margins. However, we are confident to deliver in line with our 2021 guidance as we continue to exercise financial discipline, tight opex management, along with raw material hedging initiatives taken throughout the pandemic. We expect to face cost pressures on our 2022 margins resulting from higher commodity prices. We work on various mitigation plans to sustain our profitable growth, including but not limited to RGM initiatives, widening our supplier base, strong collaboration within the Coke system, and locking in physical & financial commodity hedges where possible. Leveraging learnings from the pandemic period, we focus on lean portfolio management and the generation of cash flows for the rest of the year.

As of the 29th of September, we completed the Uzbekistan acquisition, and we are excited to consolidate it to our operations. We believe the country offers significant growth potential. Integration work is proceeding at full speed. By the end of the year, we expect to provide more precise guidance on this new business's impact on our consolidated results.

As the pace of recovery among our markets motivates us, we continue to keep our cautious stance while having full confidence in the strong potential of our business and the strength of our people. We will continue to act as One Team, strive to create value for all our stakeholders, and keep working for a healthy, sustainable, and profitable future at CCI.

ABOUT CCI

CCI is a multinational beverage company which operates in Turkey, Pakistan, Kazakhstan, Iraq, Uzbekistan, Azerbaijan, Kyrgyzstan, Jordan, Tajikistan, Turkmenistan, and Syria. As one of the key bottlers of the Coca-Cola system, CCI produces, distributes and sells sparkling and still beverages of The Coca-Cola Company.

CCI employs close to 10,000 people and has a total of 29 plants in 11 countries, offering a wide range of beverages to a consumer base of 430 million people. In addition to sparkling beverages, the product portfolio includes juices, waters, sports drinks, energy drinks and iced teas.

CCI's shares are traded on the Istanbul Stock Exchange (BIST) under the symbol "CCOLA.IS", and Eurobond is traded in the Irish Stock Exchange, under the symbol "CCOLAT.

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%
Özgörkey Holding A.Ş. 1.53%
Publicly-traded 28.12%
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 29, 2021 and in charge as of 30.09.2021 are as follows:

Tuncay Özilhan Chairman (Non-executive)
Sedef Salıngan Şahin Vice Chairman (Non-executive)
Tuğban İzzet Aksoy Member (Non-executive)
Kamilhan Süleyman Yazıcı Member (Non-executive)
Kamil Ömer Bozer Member (Non-executive)
Agah Uğur Member (Non-executive)
Ahmet Boyacıoğlu Member (Non-executive)
Mehmet Hurşit Zorlu Member (Non-executive)
İzzet Karaca Member (Independent)
Ali Galip Yorgancıoğlu Member (Independent)
Uğur Bayar Member (Independent)
Tayfun Bayazıt Member (Independent)

In 9M21, there arose no situation which revoked the independence of independent members of the Board of Directors.

Committees established under the Board

There are three committees active under CCI's Board of Directors: Audit Committee, Corporate Governance Committee and Risk Detection Committee. According to the Board of Directors resolution dated 29.04.2021, the members of the Committees are as below:

Independent Member Executive Member
Audit Committee
İzzet Karaca - Chairman Yes No
Tayfun Bayazıt – Member Yes No
Corporate Governance Committee
Uğur Bayar – Chairman Yes No
M. Hurşit Zorlu - Member No No
Kamil Ömer Bozer - Member No No
R. Yılmaz Argüden – Member* No No
Çiçek Uşaklıgil Özgüneş – Member* No Yes
Risk Detection Committee
Ali Galip Yorgancıoğlu - Chairman Yes No
Agah Uğur– Member No No
Tuğban İzzet Aksoy – Member No No

*Not a board member

MANAGEMENT

Name-Surname Title
Burak Başarır Chief Executive Officer
Andriy Avramenko Chief Financial Officer
Kerem Kerimoğlu Supply Chain Director
Ebru Özgen Human Resources Director
Rüştü Ertuğrul Onur General Counsel
Ahmet Öztürk Internal Audit Director
Tugay Keskin Chief Operating Officer
Leyla Deliç Chief Information and Digital Officer
Servet Yıldırım Corporate Affairs Director

30.09.2021:

Announcement Regarding Completion of LLC Coca-Cola Bottlers Uzbekistan, Ltd Trade Registration Process

Following the official completion of "Coca-Cola Bottlers Uzbekistan, LTD" FE LLC (CCBU) open sale process, the trade registration has been completed by the State services center under the Ministry of Justice of Uzbekistan as of today.

29.09.2021:

Announcement Regarding Completion of LLC Coca-Cola Bottlers Uzbekistan, Ltd Open Sale Process

As per the announcement made on 6 August 2021, CCI signed a Share Purchase Agreement with The State Assets Management Agency of the Republic of Uzbekistan ("UzSAMA") as the winner in the open sale process to privatize Coca-Cola Bottlers Uzbekistan, Ltd ("CCBU").

Closing of the transaction was subject to the receipt of relevant and customary approvals including governmental approvals; these have been received, and the acquisition was completed officially today.

As a result of completion, and in consideration for a purchase price of USD 252.28 million paid to UzSAMA, CCI has become the holder of a 57.118% stake in CCBU. The remaining stake in CCBU is held indirectly by The Coca-Cola Company.

Tuncay Özilhan, Chairman of CCI and Anadolu Group, stated: "We are proud to take a new step that will enrich and deepen the relations between Uzbekistan and Turkey, two sibling countries with strong historical and cultural ties. Anadolu Group has a long history of investment in Central Asia. We always believed in the region's potential. The results of each of our investment decisions always proved the rationality of our confidence. As Anadolu Group, we wish to continue our investments to create employment for the Uzbek people and add value to the country's economy."

Commenting on the acquisition, Mr. Burak Başarır, CEO of CCI stated: "We are very pleased that the open sale process resulted in success for us and we are very excited to have the opportunity of becoming the majority shareholder of CCBU. This transaction strengthens our position as one of the strongest partners within the Coca-Cola System. It further serves our vision to be the best FMCG player in our geographies. We have great regard for CCBU's people and history as a local Coca-Cola bottler. We intend to grow CCBU's business and develop its capabilities across the board, to the benefit of consumers, employees, the community and the Uzbek state. We also strongly believe in the tremendous growth potential that the Uzbek soft drinks market possesses for sustainable and profitable growth in the short to mid-term. This is in line with our quality growth algorithm. Uzbekistan is the largest Central Asian country in terms of population yet has one of the lowest per capita NARTD per Cap consumption levels. It fits perfectly in our operating region and we are confident that we can leverage our experience and learnings of operating in this region for nearly 30 years."

Evguenia Stoichkova, President, Eurasia & Middle East Operating Unit, The Coca-Cola Company, said: "Coca-Cola has been refreshing Uzbek consumers for over 3 decades and we thank Coca-Cola Bottlers Uzbekistan for their continued support in this journey. In Uzbekistan and across the world we operate as a system between The Coca-Cola Company and a Bottling partner on the ground. CCI has been a valuable partner across Central Asia, investing for growth and building strong teams. This transaction in Uzbekistan, provides great opportunities to further grow our business in the region, build strong, valuable brands, and serve our customers with their choice of beverages."

"We believe Uzbekistan has a bright future with great opportunities ahead and we at Coca-Cola are committed to contributing towards the best for the country and communities", she added.

20.09.2021:

Announcement Regarding Coupon Payment of Debt Instrument

Related Issue Limit Info

Currency Unit : USD
Limit : 1,000,000,000
Issue Limit Security Type : Debt Securities
Sale Type : Oversea
Domestic / Oversea : Oversea
Capital Market Instrument toBe Issued Info
Type : Bond
Maturity Date : 19.09.2024
Maturity (Day) : 2,520
Interest Rate Type : Fixed Rate
Interest Rate -Yearly Simple (%) : 4.2150
Sale Type : Oversea
Approval Date of Tenor Issue Document : 14.09.2017
Ending Date of Sale : 19.09.2017
Maturity Starting Date : 19.09.2017
Nominal Value of Capital Market Instrument Sold : 500,000,000
Issue Price : 100
Coupon Number : 14
Currency Unit : 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 19.03.2022
10 19.09.2022
11 19.03.2023
12 19.09.2023
13 19.03.2024
14 19.09.2024
Principal/Maturity Date Payment Amount 19.09.2024

13.09.2021:

Announcement Regarding Sale of Non-current Asset

The land owned by our Company in Yenibosna, Bahçelievler District of Istanbul was sold to Altur Turizm Servis ve Tic. Ltd. Sti. and Altur Otomotiv San. ve Tic. A.Ş. for a price of 153,340,000 TL.

03.09.2021:

Announcement Regarding Competition Board Investigation

Per the announcement made on 17 April 2020 to the public, the Competition Board initiated an investigation as per its decision dated 02.04.2020 and numbered 20-18/244-M, in order to determine whether there is a violation of The Act on the Protection of Competition No.4054 pursuant to Article 41 of the Law No.4054 by our subsidiary Coca-Cola Satış ve Dağıtım AŞ (CCSD).

During the investigation process, CCSD made an application on the commitments to ensure the elimination of competitive concerns, and the application was approved by the Board following the commencement of the negotiations. As a result of the process carried out, our commitment proposals were approved by the Board and the investigation against CCSD was terminated with a commitment decision. Compliance initiatives with the relevant commitments will be initiated immediately.

12.08.2021:

Announcement Regarding Earnings Guidance Revision

We revise our full year guidance on volume from 4-6% growth to high single digit growth and our consolidated FX neutral NSR growth from high teens to low to mid-twenties on the back of better than expected results achieved in the first two quarters. We reiterate our profitability guidance as it is, in consideration of the cost pressures, particularly commodity prices, and already very tight OpEx management. CapEx is expected to stay at 6-8% of consolidated net sales revenue, while our commitment to generating strong FCF continues.

06.08.2021:

Announcement Regarding Developments in LLC Coca-Cola Bottlers Uzbekistan, Ltd Open Sale Process

As announced on December 31, 2020, Coca-Cola İçecek ("CCI") participated in the competitive open sale process to privatize the 57.118% of share capital of Coca-Cola Bottlers Uzbekistan, Ltd ("CCBU") ("Sale Stake") owned by The State Assets Management Agency of the Republic of Uzbekistan ("UzSAMA") (previously owned by Uzbekistan State Holding Company O'zbekoziqovqatxolding). The multi-stage open sale process was run by UzSAMA, advised by Rothschild & Co.

CCI's final bid for the cash consideration for the Sale Stake was USD 252.28 million on the basis of an Enterprise Value of USD 430 million for 100% of CCBU on a cash free debt free basis. On this basis, today, on August 06, 2021, CCI, through its 100% subsidiary CCI International Holland BV ("CCIHBV"), and UzSAMA signed a Share Purchase Agreement for the acquisition of the Sale Stake by CCIHBV.

The transaction is anticipated to be immediately accretive to CCI's consolidated profitability from closing of the transaction, which remains subject to government and regulatory approvals.

7

Approval Process and Timeline:

The transaction is expected to close within 2 months, from the date of signing of the share purchase agreement after receiving relevant and customary approvals including governmental approvals.

02.08.2021:

Announcement Regarding JCR-ER Credit Rating

JCR Ratings has assigned "AAA (Trk)" long term national rating for Coca-Cola içecek A.Ş. which is the highest notation and "A-1+ (Trk)" short term national rating with "stable" outlook.

JCR Ratings has assigned "BBB" long term foreign and local currency rating for Coca-Cola İçecek A.Ş. and "A-3" short term foreign and local currency rating with "stable" outlook.

JCR Ratings has assigned "AAA (Trk)" long term national rating for Coca-Cola Satış ve Dağıtım A.Ş. which is the highest notation and "A-1+ (Trk)" short term national rating with "stable" outlook.

JCR Ratings has assigned "BBB-" long term foreign and local currency rating for Coca-Cola Satış ve Dağıtım A.Ş. and "A-3" short term foreign and local currency rating with "stable" outlook.

02.07.2021:

Announcement Regarding Corporate Governance Complience Rating

On July 2, 2021, SAHA Corporate Governance and Credit Rating Services Inc. (SAHA), one of the companies which is certified by the Capital Markets Board of Turkey (CMB) on Corporate Governance Rating, has increased Corporate Governance Rating of Coca-Cola İçecek (CCI) to 9.47 from 9.46, out of a maximum of 10.00.

According to the Principles issued by the CMB, the Corporate Governance Rating is determined by taking the weighted average of four headings which are given below:

Main Sections Weight 2020
Shareholders %25 89.25
Public Disclosure & Transparency %25 98.82
Stakeholders %15 99.48
Board of Directors %35 93.44
TOTAL %100 94.68

01.07.2021:

Announcement Regarding Fitch Credit Rating Decision

Fitch Ratings has affirmed Coca-Cola İcecek's ("CCI") Long-Term Foreign-Currency and Long-Term Local-Currency Issuer Default Ratings ("IDRs") and senior unsecured long-term rating at 'BBB-', while revising the rating outlook to "Positive" from "Stable".

The Positive Outlook reflects continued improvement in CCI's financial profile, including materially higher operating profitability in 2020. The ratings continue to be supported by our company's leading positions in its core markets, resilient nature of the soft drinks business sector and CCI's strong financial profile.

In its report Fitch mentions that CCI's performance during the pandemic was one of the strongest among soft drinks bottlers globally. Additionally, healthy cash flow generation on the back of

stronger operating margin with disciplined working capital management as well as conservative financial policy with increasing natural hedge against potential FX risks were also cited as key rating drivers. The strategic relationship with The Coca-Cola Company was also cited as a positive factor.

02.06.2021:

Registration of General Assembly

The resolutions taken at our Company's 2020 Ordinary General Assembly Meeting, held on April 29, 2021 have been registered by İstanbul Trade Registry Office on June 01, 2021.

04.05.2021:

Announcement Regarding Board of Directors 'Subcommitees'

On May 03, 2021, the Coca-Cola İçecek A.Ş. Board of Directors resolved that:

  1. Mr. Tuncay Özilhan be appointed as "Chairperson of the Board of Directors" and Ms. Sedef Salıngan Şahin be appointed as "Vice-Chairperson of the Board of Directors".

  2. Mr. İzzet Karaca be appointed as "Chairperson of the Audit Committee" and Mr. Tayfun Bayazıt be appointed as "Member of the Audit Committee".

  3. Mr. Uğur Bayar be appointed as "Chairperson of the Corporate Governance Committee" and Mr. Mehmet Hurşit Zorlu, Mr. Recep Yılmaz Argüden, Mr. Kamil Ömer Bozer and Mrs. Çiçek Uşaklıgil Özgüneş be appointed as "Members of the Corporate Governance Committee".

  4. Mr. Ali Galip Yorgancıoğlu be appointed as the "Chairperson of the Committee for Early Determination of Risks" and Mr. Tuğban İzzet Aksoy and Mr. Agah Uğur be appointed as "Members of the Committee for Early Determination of Risks".

29.04.2021:

Announcement Regarding Dividend Payment

At the Ordinary General Assembly Meeting dated 29.04.2021, pursuant to the Board of Directors' proposal dated 24.02.2021, the distribution of total gross dividends of TL 501,110,440 is approved with majority of the votes, to be paid starting from 27.05.2021.

In addition, on September 10, 2020, Coca-Cola İçecek AŞ's (CCI) Board of Directors resolved to invite Our Company's shareholders to the Extraordinary General Assembly meeting to propose the distribution of a total TL 211,127,749.00 gross dividends to be paid from accumulated profits in accordance with the Provisional Article 13/1 of Turkish Commercial Code No. 6102 and Communiqué on the Procedures and Principles Regarding the implementation of the Provisional Article 13 of the Turkish Commercial Code numbered 6102. However, with the Presidential Decree no. 2948 published in the Official Gazette dated September 18, 2020, it was decided to extend the restriction period for the distribution of profits specified in the aforementioned Communiqué by three months to December 31, 2020, therefore the dividend distribution and the extraordinary general assembly processes were cancelled.

Now that the restriction period has ended, CCI Board of Directors resolved on January 20, 2021 to invite our Company's shareholders to the Extraordinary General Assembly meeting to propose the distribution of a total TL 211,127,749.00 gross dividends (from extraordinary reserves after legal liabilities are deducted) to be fully paid from accumulated profits. Total dividend amount will be paid starting from 18.02.2021.

As per the approval of General Assembly, a gross cash dividend of TL 0.83 (net TL 0.83) per 100 shares, representing TL 1 nominal value, was paid to Turkey-based full and limited corporate taxpayers, who receive dividends through an established business or a representative office in Turkey. Other shareholders received gross TL 0.83 (net TL 0.7055) per 100 shares.

29.04.2021:

Announcement Regarding General Assembly Meeting

The Ordinary General Assembly of Coca-Cola İçecek A.Ş. (CCI) relating to the 2020 financial year was held on April 29, 2021 and summary of items discussed and approved are as follows:

• Company's Financial Statements for the year 2020 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 2020.

• In 2020, our Company recorded a net income of TL 1,232,671,000.00 in the consolidated financial statements prepared in accordance with the Turkish Financial Reporting Standards. The distribution of a total TL 501,110,440.00 gross dividends to be paid starting from May 27, 2021 was approved. After legal liabilities are deducted, TL 395,000,000.00 of this amount will be paid from 2020 net income, and TL 106,110,440.00 will be paid from other distributable reserves. As per the decision, the remainder of 2020 net income will be added to the extraordinary reserves.

• Mrs. Sedef Salıngan Şahin's appointment as the "Member of the Board" and "Vice Chairman of the Board" of CCI effective from 24.02.2021 to assume duties of Mrs. Galya Fani Molinas who resigned from the Board of Directors was approved.

• Tuncay Özilhan, Sedef Salıngan Şahin, Tuğban İzzet Aksoy, Kamilhan Süleyman Yazıcı, Kamil Ömer Bozer, Agah Uğur, Ahmet Boyacıoğlu, Mehmet Hurşit Zorlu, İzzet Karaca (independent), Ali Galip Yorgancıoğlu (independent), Uğur Bayar (independent) and Tayfun Bayazıt (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 net remuneration of TL168,000 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 Company's Articles of Association, article 8.2 titled "Board of Directors Meetings" amendment in order to allow the Board of Directors to hold meetings electronically in accordance with Article 1527 of the Turkish Commercial Code numbered 6102 was approved.

• The appointment of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A Member of Deloitte Touche Tohmatsu Limited) as an external independent auditor for the 2021 financial year, was approved.

• The shareholders were informed about the Company's donations of TL 4,015,000 to Anadolu Education and Welfare Foundation and TL 2,328,718 to other non-profit associations and taxexempt 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 2020.

• 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.

19.04.2021:

Announcement Regarding Anticipated Related Party Transactions During 2021

The conclusion section of the report prepared by Eren Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik A.Ş. 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 2021, 10% or more of the cost of sales or revenues stated in the publicly disclosed 2020 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 2021, 10% or more of the cost of sales or revenues stated in the publicly disclosed 2020 annual financial statements of our company, it is concluded that; the transaction conditions of "Concentrate/Base" 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 2021 shall be consistent with the transactions of previous years and at arm's length when compared with market conditions.

31.03.2021:

Announcement Regarding the Previous Years' GA Meeting Lists

In line with the Personal Data Protection Law enacted in 2016, personal data are erased and disclosed on the public announcements. To oblige with the regulation and also to protect the personal data of our shareholders we re-publish the attendee lists of the former General Assembly Meetings for the years 2010-2015.

30.03.2021:

Announcement Regarding General Assembly Meeting

Our Company's Board of Directors resolved that, Our Company's Shareholders be invited to the 2020 Ordinary General Assembly meeting to be held on 29 April 2021 at 11:00 at Dudullu OSB Mah. Deniz Feneri Sk. No: 4 Ümraniye 34776 Istanbul to discuss the agenda items specified in the attached GAM invitation document and to apply to the Ministry of Trade of the Republic of Turkey to invite the superintendent and to execute other necessary legal procedures.

25.03.2021:

Change in Articles of Association

In its meeting held on March 25, 2021, Coca-Cola İçecek's (CCI) Board of Directors resolved that the Company's Articles of Association, article 8.2 titled "Board of Directors Meetings" to be amended in order to allow the Board of Directors to hold meetings electronically in accordance with Article 1527 of the Turkish Commercial Code numbered 6102. It was also resolved that, following the obtaining of necessary approvals and permissions of Capital Markets Board and Trade Ministry of Turkish Republic, the said amendment to be added to the 2020 ordinary general assembly meeting agenda and to be submitted to the approval of the Company shareholders.

24.03.2021

Announcement Regarding Extraordinary General Assembly Meeting

It has been resolved that Extraordinary General Assembly is not subject to Trade Registry.

22.03.2021

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, on March 22, 2021, Coca-Cola İçecek's (CCI) Board of Directors resolved to appoint DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A Member of Deloitte Touche Tohmatsu Limited) to audit our Company's 2021 financial statements. It was also decided to submit the appointment resolution for the approval of the General Assembly.

19.03.2021

Announcement Regarding Issue of Capital Market Instrument

The coupon payment of fixed rate bond with maturity of 19.09.2024 due 19.03.2021 was made at 19.03.2021

24.02.2021

Announcement Regarding Dividend Payment

As per the resolution of the Board of Directors of Coca-Cola İçecek (CCI) dated February 24, 2021;

In 2020, our Company recorded a net income of TL 1,232,671,000.00 in the consolidated financial statements prepared in accordance with the Turkish Financial Reporting Standards. The Board of Directors resolved to propose to the General Assembly the distribution of a total TL 501,110,440.00 gross dividends to be paid starting from May 27, 2021. After legal liabilities are deducted, TL 395,000,000.00 of this amount will be paid from 2020 net income, and TL 106,110,440.00 will be paid from other distributable reserves. As per the proposal, the remainder of 2020 net income will be added to the extraordinary reserves.

Subject to the approval of the General Assembly, a gross cash dividend of TL 1.97 (net TL 1.97) per 100 shares, representing TL 1 nominal value, will be paid to Turkey based full and limited corporate taxpayers, who receive dividends through an established business or a representative office in Turkey. Other shareholders will receive gross TL 1.97 (net TL 1.6745) per 100 shares.

24.02.2021

New Appointment in CCI Board of Directors

In its meeting held today, Coca-Cola İçecek A.Ş. Board of Directors resolved unanimously that Mrs. Sedef Salıngan Şahin be appointed as the "Member of the Board" and "Vice Chairman of the Board" of CCI effective from 24.02.2021 to assume duties of Mrs. Galya Frayman Molinas who resigned from the Board of Directors. Mrs. Sedef Salıngan Şahin's appointment will be submitted to the approval of the Ordinary General Assembly.

17.02.2021

Announcement Regarding Dividend Payment

At the Extraordinary General Assembly Meeting dated 17.02.2021, pursuant to the Board of Directors' proposal dated 20.01.2021, the distribution of a total gross dividends of TL 211,127,749.00 is approved with majority of the votes, to be paid starting from 18.02.2021.

17.02.2021

Announcement Regarding General Assembly Meeting

On January 20, 2021, Coca-Cola İçecek AŞ's (CCI) Board of Directors resolved:

  1. With the decision of the Board of Directors dated September 10, 2020, it was decided to invite our Company's shareholders to the Extraordinary General Assembly meeting to be held on October 5, 2020 to discuss the distribution of a total TL 211,127,749.00 gross dividends to be paid from accumulated profits. However, due to the extension of the restriction period for the distribution of profits specified in the Provisional Article 13 of the Turkish Commercial Code numbered 6102 by three months to December 31, 2020, the Extraordinary General Assembly was cancelled. Now that the restriction period has ended, CCI Board of Directors resolved to invite our Company's shareholders to the Extraordinary General Assembly meeting to discuss the agenda items specified in Appendix 1,

  2. To distribute a total TL 211.127.749,00 gross dividends (from extraordinary reserves after legal liabilities are deducted) to be fully paid from accumulated profits,

  3. The dividend distribution to be started from 18.02.2021,

  4. To invite Our Company's shareholders to the Extraordinary General Assembly meeting to be held on February 17, 2021, at 11:00 at our headquarters, located in Dudullu OSB Mah. Deniz Feneri Sk. No:4 Ümraniye 34776 Istanbul to discuss the agenda items specified in Appendix 1,

  5. Our Company's shareholders who are unable to attend the Extraordinary General Assembly meeting to issue notary-certified powers of attorney to individuals who will represent them at the meeting in the form as specified in Appendix 2 or the power of attorney to be presented with authorized signatures list of Our Company's shareholder if not notary-certified.

Within the scope of the actions taken to contain COVID-19 outbreak globally and in Turkey, a series of precautions for general assembly meetings have been announced by Republic of Turkey Ministry of Trade, especially considering the intensity of the general assembly meetings of companies. Accordingly, shareholders are advised to attend the general assembly meetings electronically instead of attending physically. In line with the advice, we respectfully request our shareholders to prefer attending CCI's Ordinary General Assembly Meeting electronically by completing the necessary procedures for electronic participation instead of physical participation.

28.01.2021

Change in Top Management

Mrs. Meltem Metin, who has been working as CCI Strategic Business Development Director, will retire from her position as of 31.01.2021.

22.01.2021

Corporate Governance Compliance Rating

Our company has signed an agreement with SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. on 22nd January 2021 to renew its corporate governance rating for two rating periods. SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. is officially authorized to make corporate governance rating assesment in compliance with the Corporate Governance Principles of the Capital Markets Board.

20.01.2021

Announcement Regarding General Assembly Meeting

On January 20, 2021, Coca-Cola İçecek AŞ's (CCI) Board of Directors resolved:

  1. With the decision of the Board of Directors dated September 10, 2020, it was decided to invite our Company's shareholders to the Extraordinary General Assembly meeting to be held on October 5, 2020 to discuss the distribution of a total TL 211,127,749.00 gross dividends to be paid from accumulated profits. However, due to the extension of the restriction period for the distribution of profits specified in the Provisional Article 13 of the Turkish Commercial Code numbered 6102 by three months to December 31, 2020, the Extraordinary General Assembly was cancelled. Now that the restriction period has ended, CCI Board of Directors resolved to invite our Company's shareholders to the Extraordinary General Assembly meeting to discuss the agenda items specified in Appendix 1,

  2. To distribute a total TL 211.127.749,00 gross dividends (from extraordinary reserves after legal liabilities are deducted) to be fully paid from accumulated profits,

  3. The dividend distribution to be started from 18.02.2021,

  4. To invite Our Company's shareholders to the Extraordinary General Assembly meeting to be held on February 17, 2021, at 11:00 at our headquarters, located in Dudullu OSB Mah. Deniz Feneri Sk. No:4 Ümraniye 34776 Istanbul to discuss the agenda items specified in Appendix 1,

  5. Our Company's shareholders who are unable to attend the Extraordinary General Assembly meeting to issue notary-certified powers of attorney to individuals who will represent them at the meeting in the form as specified in Appendix 2 or the power of attorney to be presented with authorized signatures list of Our Company's shareholder if not notary-certified.

Within the scope of the actions taken to contain COVID-19 outbreak globally and in Turkey, a series of precautions for general assembly meetings have been announced by Republic of Turkey Ministry of Trade, especially considering the intensity of the general assembly meetings of companies. Accordingly, shareholders are advised to attend the general assembly meetings electronically instead of attending physically. In line with the advice, we respectfully request our shareholders to prefer attending CCI's Ordinary General Assembly Meeting electronically by completing the necessary procedures for electronic participation instead of physical participation.

20.01.2021

Announcement Regarding Dividend Payment

On September 10, 2020, Coca-Cola İçecek AŞ's (CCI) Board of Directors resolved to invite Our Company's shareholders to the Extraordinary General Assembly meeting to propose the distribution of a total TL 211,127,749.00 gross dividends to be paid from accumulated profits in accordance with the Provisional Article 13/1 of Turkish Commercial Code No. 6102 and Communiqué on the Procedures and Principles Regarding the implementation of the Provisional Article 13 of the Turkish Commercial Code numbered 6102. However, with the Presidential Decree no. 2948 published in the Official Gazette dated September 18, 2020, it was decided to extend the restriction period for the distribution of profits specified in the aforementioned Communiqué by three months to December 31, 2020, therefore the dividend distribution and the extraordinary general assembly processes were cancelled.

Now that the restriction period has ended, CCI Board of Directors resolved on January 20, 2021 to invite our Company's shareholders to the Extraordinary General Assembly meeting to propose the distribution of a total TL 211,127,749.00 gross dividends (from extraordinary reserves after legal liabilities are deducted) to be fully paid from accumulated profits. Total dividend amount will be paid starting from 18.02.2021.

Subject to the approval of the General Assembly, a gross cash dividend of TL 0.83 (net TL 0.83) per 100 shares, representing TL 1 nominal value, will be paid to Turkey-based full and limited corporate taxpayers, who receive dividends through an established business or a representative office in Turkey. Other shareholders will receive gross TL 0.83 (net TL 0.7055) per 100 shares.

08.01.2021

2020 Volume and 2021 Sales Volume Guidance Announcement

Solid Performance In An Unprecedented Year

  • Consolidated sales volume up by 11.7% y/y
  • International sales volume up by 15.8% y/y
  • Turkey sales volume up by 7.3% y/y
  • The sparkling category's sales volume grew by 20.2%
  • Outstanding performance of Coca-ColaTM, up by 24.8%

2021 Sales Volume Guidance

We expect to deliver sales volume growth in the range of 4% to 6% on a consolidated basis leveraging the vast potential of our markets and our strong, balanced portfolio while cycling the 2020 base. The growth in Turkey operations is expected to be low single digits, while the growth expectation for international operations is high single digits.

SUBSEQUENT EVENTS

27.10.2021

Exercise of Iraq Put Option

Today, Coca-Cola Icecek A.Ş. ("CCI") completed the acquisition of a minority stake owned by European Refreshments ("ER"), a wholly owned subsidiary of The Coca-Cola Company ("TCCC"), of 19.97% in Waha Beverages B.V. ("Waha BV") the holding company for Al Waha for Soft Drinks, Juices, Mineral Water, Plastics, and Plastic Caps Production LLC a company incorporated in Baghdad ("Al Waha"). ER exercised its put option under a shareholders agreement entered between ER and CCI in 2013, that became exercisable between December 31, 2016 and 2022. Pursuant to ER's decision to exercise its put option and upon execution of a notarial deed of transfer and its registration, ER transferred its 19.97% stake in Waha BV to CCI in consideration of a sum of USD 40.4 million paid by CCI. Resultantly, CCI became the sole owner of Waha B.V. with a 100.0% direct stake and of Al Waha by extension.

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 9M21.

Research and development activities

There are no research and development activities and cost during the 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 30.09.2021 is TL 9.9 bn and the issued capital is TL 254.37 mn 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 shortterm 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 the period is 8,098 (30 September 2020: 8,040)

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.

17

SHAREHOLDERS' INFORMATION

Number of Shares: 25,437,078,200 (Nominal value of 100 shares is 1 TL.) IPO date: May 12, 2006 Free-float rate 28.1%

Share Performance in 9M21

1 Jan-30September2021 Minimum Maximum Average 30September2021
Share price (TL) 65.50 91.50 78.69 84.90
Market Cap. (USD million) 2,121 2,955 2,472 2,428

Independent Auditors:

DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A Member of Deloitte Touche Tohmatsu Limited)

Credit Rating:

Fitch Ratings, (1 July 2021):

Foreign Currency Senior Unsecured rating and IDR, 'BBB-', Positive Outlook Local Currency Senior Unsecured and IDR, 'BBB-', Positive Outlook

Moody's, (17 September 2020):

Long-term Issuer Rating, "B2", Negative Outlook

JCR-ER, (2 August 2021):

Long term national rating "AAA (Trk)", Stable Outlook Short term national rating "A-1+ (Trk)", Stable Outlook

Corporate Governance Rating:

Corporate Governance Rating of 9.47 out of 10 (SAHA Corporate Governance and Credit Rating Services Inc, 2 July 2021)

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

19

PUBLIC

FINANCIAL&OPERATIONAL PERFORMANCE REVIEW

Consolidated (million TL) 3Q21 3Q20 Change % 9M21 9M20 Change %
Volume (million uc) 435 390 11.5% 1,109 957 15.9%
Net Sales 6,794 4,973 36.6% 16,365 11,207 46.0%
Gross Profit 2,428 1,893 28.3% 5,784 3,936 46.9%
EBIT 1,354 1,158 16.9% 2,914 1,893 53.9%
EBIT (Exc. other) 1,346 1,184 13.6% 2,906 1,934 50.3%
EBITDA 1,639 1,406 16.6% 3,758 2,620 43.4%
EBITDA (Exc. other) 1,622 1,421 14.1% 3,715 2,641 40.6%
Profit Before Tax 1,191 1,150 3.6% 2,863 1,843 55.3%
Net Income/(Loss) 916 835 9.7% 2,040 1,317 54.9%
Gross Profit Margin 35.7% 38.1% 35.3% 35.1%
EBIT Margin 19.9% 23.3% 17.8% 16.9%
EBIT Margin (Exc. other) 19.8% 23.8% 17.8% 17.3%
EBITDA Margin 24.1% 28.3% 23.0% 23.4%
EBITDA Margin (Exc. other) 23.9% 28.6% 22.7% 23.6%
Net Income Margin 13.5% 16.8% 12.5% 11.7%
Turkey (million TL) 3Q21 3Q20 Change % 9M21 9M20 Change %
Volume (million uc) 195 170 14.6% 467 406 15.0%
Net Sales 2,917 2,183 33.6% 6,666 4,839 37.8%
Gross Profit 1,024 931 10.1% 2,448 1,935 26.5%
EBIT 1,176 799 47.2% 2,278 1,333 70.9%
EBIT (Exc. other) 423 538 (21.4%) 842 788 6.9%
EBITDA 1,259 877 43.5% 2,544 1,553 63.7%
EBITDA (Exc. other) 501 609 (17.7%) 1,079 1,002 7.7%
Net Income/(Loss) 1,076 424 153.8% 1,795 672 167.0%
Gross Profit Margin 35.1% 42.6% 36.7% 40.0%
EBIT Margin 40.3% 36.6% 34.2% 27.6%
EBIT Margin (Exc. other) 14.5% 24.7% 12.6% 16.3%
EBITDA Margin 43.2% 40.2% 38.2% 32.1%
EBITDA Margin (Exc. other) 17.2% 27.9% 16.2% 20.7%
Net Income Margin 36.9% 19.4% 26.9% 13.9%
International (million TL) 3Q21 3Q20 Change % 9M21 9M20 Change %
Volume (million uc) 241 221 9.1% 642 551 16.6%
Net Sales 3,893 2,790 39.5% 9,719 6,369 52.6%
Gross Profit 1,403 960 46.2% 3,337 2,000 66.8%
EBIT 900 601 49.7% 1,979 1,038 90.7%
EBIT (Exc. other) 891 619 43.9% 1,953 1,071 82.4%
EBITDA 1,102 777 41.9% 2,558 1,553 64.7%
EBITDA (Exc. other) 1,088 785 38.6% 2,526 1,565 61.4%
Net Income/(Loss) 519 416 24.8% 1,255 672 86.8%
Gross Profit Margin 36.0% 34.4% 34.3% 31.4%
EBIT Margin 23.1% 21.5% 20.4% 16.3%
EBIT Margin (Exc. other) 22.9% 22.2% 20.1% 16.8%
EBITDA Margin 28.3% 27.8% 26.3% 24.4%
EBITDA Margin (Exc. other) 27.9% 28.1% 26.0% 24.6%
Net Income Margin 13.3% 14.9% 12.9% 10.5%

Operational Overview

Acquisition of CCBU was completed on Sep 29th, 2021 and accordingly the CCBU financial results were not consolidated in our 3Q21 and 9M21 consolidated P&L statements, while consolidated balance sheet includes CCBU figures as of 30.09.2021. Therefore, all operational performance metrics presented in this release are on an organic basis and do not include impact of Uzbekistan, except indicated otherwise.

Sales Volume

Consolidated

Extending the strong business momentum in the first half of the year, CCI registered 11.5% volume growth in 3Q21, reaching a record high 435 million unit cases ("UC"). This performance was mainly driven by digitally enabled marketing campaigns, excellence in execution, and segmented offerings across our markets. The gradual lifting of pandemic related restrictions, increased mobility, favorable weather conditions, and slowly recovering tourism sector during the quarter also contributed to this result.

Turkey operation recorded 14.6% volume growth building on occasion based consumer campaigns. International operations registered 9.1% volume growth driven by Kazakhstan, Azerbaijan, and Kyrgyzstan with double-digit volume performance in the third quarter. Extending its leadership in the CSD market, Pakistan operations grew by 8.0% in 3Q21 despite cycling 12.8% growth a year ago.

All categories contributed positively to the consolidated volume growth. The 9.5% growth in the core sparkling category was led by Coca-ColaTM and Coca-Cola Zero Sugar, up by 9.8% and 15.0%, respectively. Stills category was up by 27.3% on the back of very solid iced tea and juice performance. Energy drinks were again among the highest growing sub-categories with 22.9% performance, while Monster energy almost doubled its volume . The water category grew by 16.2%, led by small packs and mineral waters with extended flavor offerings in 3Q21.

Growth (YoY) GrowthBreakdown(YoY) Breakdown
3Q21 3Q20 3Q21 3Q20 9M21 9M21
Sparkling 9.5% 9.0% 81% 82% 15.9% 82%
Stills 27.3% (8.5%) 8% 7% 27.6% 7%
Water 16.2% (28.1%) 12% 11% 8.7% 11%
Total 11.5% 1.8% 100% 100% 15.9% 100%

Totals may not add up due to rounding differences.

Turkey:

In Turkey, the historical sales volume record was broken in July, and the high momentum was maintained for the rest of the quarter. Sales volume grew by 14.6% and reached 195 million unit cases. Focused and segmented marketing campaigns, effective promotion management, successful innovation with seasonal refreshments in the summer period, and higher product availability in the e-commerce channel were the main reasons of the robust performance. The

21

PUBLIC

sparkling category grew by 12.7% YoY, with the Coca-ColaTM growing by 13.9%. In addition, supported by the good performance of Coca-Cola Zero Sugar, which attracted remarkable attention with its re-launch, the sugar-free sparkling segment grew by 19.2% year to date, and the share of sugar-free(1) in the sparkling category increased to 6.0% in 9M21 from 5.8% a year ago. Fanta also recorded a 12.2% growth in 3Q21, contributing to the healthy performance of the sparkling category.

The stills category grew 21.4%, driven by strong 24.2% growth in iced tea and a 35.6% increase in energy drink sub-categories thanks to innovative campaigns, successful product extensions, and new flavor launches.

The water category was up by 18.4% driven by our continuing focus on small packs and 8.5% growth in mineral water.

The share of immediate consumption ('IC') packages continued to improve and realized at 32.3% in 3Q21, recording a 2.8 pp increase versus a year ago with the reopening of the on-premise channel as of June 2021 and strong momentum in the at-home channels. As consumer preferences evolved permanently in the pandemic period, at-home consumption continued to be resilient thanks to occasion based offerings during leisure, entertainment, working time, and gatherings. While the on-premise channel grew by 39% on the back of gradual normalization, demand at the at-home channel remained resilient, expanding by 5% in 3Q21.

International:

International operations delivered 9.1% sales volume growth in 3Q21. Cycling a strong base, the sparkling category recorded 7.6% growth. Coca-ColaTM grew by 7.2% and Fanta also contributed with 15.4% growth in the sparkling category.

The stills category expanded by 35.2%, on the back of 22.6% and 76.6% growth in iced tea and juice sub-categories, respectively. The water category grew by 14.4% in 3Q21.

Despite price increases in the third quarter in Pakistan, we managed to increase sales volume by 8.0%, thanks to the higher outlet and cooler penetration, improved route to market capabilities, and improved promotion management together with better execution. Pakistan had a very strong base in 3Q20, with volume growth of 12.8% despite being the peak of the pandemic. The sales volume of Coca-ColaTM increased by 10.0% in 3Q21.

Central Asia was another driver of international operations' resilient performance in 3Q21 with 19.7% volume growth. All our markets delivered double or high single-digit volume growth except for Turkmenistan. The easing of Covid-19 restrictions, along with higher vaccination, better promotion management, effective utilization of marketing campaigns, and favorable weather conditions drove the successful results in 3Q21.

(1) Includes low and no-calorie

Cycling a strong base, Middle East operations registered volume contraction of 4.7% in 3Q21. The sparkling category in Iraq was more resilient declining by 2.9%, while cycling a 10.6% growth from a year ago.

Financial Overview

In 3Q21:

  • Net sales revenue ("NSR") rose by 36.6%, driven by sales volume momentum, Revenue Growth Management ("RGM") initiatives, and positive FX conversion impact of international operations. NSR per unit case grew by 22.5% on a consolidated basis. On an FX-neutral(1) basis, consolidated NSR rose by 26.6%, driven by proactive price increases, RGM actions and better discount management.
  • In Turkey, NSR posted a solid 33.6% growth. NSR per unit case grew by 16.6%. Significant increase in revenue was mainly driven by carbonated soft drinks, higher IC share versus the previous year, and effective pricing. In 3Q21, IC share increased to 32.3% from 29.5% a year ago, supported by on-premise channel openings and continued demand for multiple IC packs in at-home consumption.
  • Despite cycling a very high base, our international NSR increased by 39.5%. All key operations registered NSR/UC growth. Strategic RGM initiatives, including package/region-based price adjustments, effective discount management, and improved category mix were the main drivers of NSR growth. NSR was also up by 21.7% on an FX-neutral basis.
Net Sales Revenue (TL m) NSR per UC (TL)
3Q21 YoY Change 3Q21 YoY Change
Turkey 2,917 33.6% 15.0 16.6%
International 3,893 39.5% 16.2 27.9%
(1)International (FX Neutral) 3,396 21.7% 14.10 11.5%
Consolidated 6,794 36.6% 15.6 22.5%
(1)Consolidated (FX Neutral) 6,297 26.6% 14.5 13.6%

(1) FX-Neutral: Using constant FX rates when converting country P&Ls to TL

Gross margin decreased by 233 bps to 35.7% on a consolidated basis from 38.1% a year ago. The contraction was mainly attributable to Turkey, while the gross margin of international operations expanded. Despite the significant surge in commodity prices, margin contraction remained limited thanks to the hedging initiatives, proactive procurement management, and higher per unit case net sales prices.

PUBLIC

  • In Turkey, the gross margin decreased by 751 bps to 35.1% due to the continued devaluation in the Turkish Lira against hard currencies on top of commodity driven higher cost pressure, despite improving package mix versus last year and higher unit case sales price.
  • In International operations, gross margin increased by 165 bps to 36.0%. The margin increase was primarily attributable to higher NSR per UC and effective hedging.
  • As guided previously, direct marketing expenses increased with the opening of the on-premise channel and the gradual normalization of pandemic conditions in most countries in which we operate. Although the disciplined OpEx management continued, last year's base was exceptionally low due to pandemic related one-off cuts. Accordingly, the share of OpEx in the consolidated NSR increased by 104 bps to 15.8% in 3Q21. Together with the contraction in gross margin, consolidated EBIT margin also decreased by 337 bps to 19.9%.
  • The EBITDA margin contracted by 415 bps to 24.1% in 3Q21. Turkey operation's EBITDA margin-excluding the impact of other income/expense, declined by 1,071 bps to 17.2% mainly due to depreciation of Turkish lira and higher commodity prices. The EBITDA margin- excluding the effect of other income/(expense) of international operations decreased by only 19 bps to 27.9%. The contraction was mainly due to the higher direct marketing expenses.
  • Net financial expense, including lease payables related to TFRS 16, was TL (112) million in 3Q21 compared to TL (16) million in 3Q20, mainly on higher net interest expense and lower FX gain.
Financial Income / (Expense) (TL million) 3Q21 3Q20 9M21 9M20
Interest income 31 31 106 84
Interest expense (-) (153) (95) (390) (280)
Other financial FX gain /(loss) 30 285 499 600
Gain / (loss) on Derivative Transactions 16 (33) 17 (30)
Realized FX gain / (loss) –Borrowings 0 336 (56) (92)
Unrealized FX gain / (loss) –Borrowings (35) (541) (194) (393)
Financial Income / (Expense) Net (112) (16) (18) (110)
  • Non-controlling interest (minority interest) was TL (76) million in 3Q21 compared to TL (80) million in 3Q20, driven mainly by the continued strong profitability in Pakistan.
  • Net profit was TL 916 million in 3Q21 vs. TL 835 million in 3Q20 on the back of strong business momentum, higher operating profit, hard currency net long position and tight financial management. Net profit was also positively impacted from the land sale in Yenibosna, as announced on September 13th, 2021, the income attributable to this land sale per IFRS was TL 140 million. In addition, there was a non-cash provision for spare parts amortization amounting to TL 205 million (excluding tax effects).
  • Free cash flow increased by 30.3% and reached TL 2,499 million in the first nine months of the year vs TL 1,918 million in the same period of the previous year. Disciplined CapEx management

PUBLIC

and tight working capital management, along with strong profitability resulted in solid cash generation.

  • CapEx was TL 831 million in 9M21. 34% of the total capital expenditure was related to Turkey operation, while 66% was related to international operations. Capex over sales ratio was 5.1% in 9M21 compared to 4.1% a year ago.
  • Consolidated debt was USD 718 million by the end of 3Q21, compared to USD 839 million at the end of 2020. Consolidated cash was USD 522 million by the end of 3Q21, bringing consolidated net debt to USD 196 million, 0.41 of rolling 12 months consolidated EBITDA. Despite the acquisition of CCBU, net leverage remained at historically low levels due to strong free cash flow generation.
Financial Leverage Ratios 9M21(1) 2020(1) 9M20(1)
Net Debt / EBITDA (2) 0.41 0.47 0.54
Debt Ratio (Total Fin. Debt / Total Assets) 26% 32% 31%
Fin. Debt-to-Equity Ratio 55% 71% 66%

(1) Including lease payables related to TFRS 16

(2)Excluding loan debt payables to related parties

  • As of September 30, 2021, including the USD 150 million of a hedging transaction, 68% of our consolidated financial debt was in USD, 10% in EUR, 17% in TL, and the remaining 5% in other currencies.
  • The average duration of the consolidated debt portfolio was 2.3 years, and the maturity profile was as follows:
Maturity Date 2021 2022 2023 2024
% of total debt 4 13 22 62

CCI 2021 Guidance

Our previous guidance at the end of 1H21 was given on an organic basis. The addition of Uzbekistan Operation in the last quarter of 2021 will only impact consolidated results by a couple of percentage points at volume and NSR while creating a slight dilution on EBITDA margin. However, given the strong business momentum YTD and increased visibility till the end of the year, we see slight upside potential to our original organic guidance on volume and currency neutral NSR. Therefore, we are revising our guidance on volume to low to mid-teens growth and on currency neutral NSR to high twenties to low thirties growth. This also includes the 4th quarter impact of Uzbekistan.

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, 2021, the list of CCI's subsidiaries and joint ventures are as follows:

Subsidiaries and Joint Ventures Country Consolidation Method
Coca-Cola Satış ve Dağıtım A.Ş. Turkey Full Consolidation
Mahmudiye Kaynak Suyu Limited Şirketi Turkey 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
Syrian Soft Drink Sales and Distribution LLC Syria Equity Method

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, 2021, and 2020, reconciliation of EBITDA to profit / (loss) from operations is explained in the following table:

EBITDA (TL million) 3Q21 3Q20 9M21 9M20
Profit / (loss) from operations 1,354 1,158 2,914 1,893
Depreciation and amortization 253 211 726 629
Provision for employee benefits 7 9 34 29
Foreign exchange gain / (loss)under other operating income / 10 11 35 19
(expense)
Right of use asset amortization 16 17 50 49
EBITDA 1,639 1,406 3,758 2,620

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 statement of profit and loss 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, 2021, USD 1,00 (full) = TL 8,8785 (December 31, 2020; USD 1,00 (full) = TL 7,3405) whereas, USD amounts in the liability accounts are translated into TL with the official TL exchange rate of USD selling on September 30, 2021, USD 1,00 (full) = TL 8,8945. Furthermore, USD amounts in the statement of profit and loss are translated into TL, at the average TL exchange rate for USD for the period is USD 1,00 (full) = TL 8,0961 (January 1 - September 30, 2020; USD 1,00 (full) = TL 6,7142).

Exchange Rates 3Q21 3Q20 9M21 9M20
Average USD/TL 8.45 7.05 8.10 6.71
End of Period USD/TL
(purchases) 8.87 7.81 8.87 7.81
End of Period USD/TL (sales) 8.89 7.82 8.89 7.82

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 by the usage of closing and average exchange rates are followed under currency translation differences classified under equity.

27

PUBLIC

Consolidated Income Statement CCI

Unaudited
1 January - 30 September 1 July - 30 September
(TL million) 2021 2020 Change (%) 2021 2020 Change (%)
Sales Volume (UC millions) 1,109 957 15.9% 435 390 11.5%
Revenue 16,365 11,207 46.0% 6,794 4,973 36.6%
Cost of Sales (10,581) (7,271) 45.5% (4,366) (3,080) 41.8%
Gross Profit from Operations 5,784 3,936 46.9% 2,428 1,893 28.3%
Distribution, Selling and Marketing Expenses (2,291) (1,530) 49.8% (892) (558) 59.9%
General and Administrative Expenses (587) (473) 24.3% (190) (151) 26.3%
Other Operating Income 180 215 (16.6%) 47 80 (40.7%)
Other Operating Expense (171) (256) (32.9%) (39) (106) (62.7%)
Profit/(Loss) from Operations 2,914 1,893 53.9% 1,354 1,158 16.9%
Gain/(Loss) From Investing Activities (29) 64 (145.0%) (51) 8 (771.4%)
Gain/(Loss) from Associates (3) (3) (7.2%) (0) (0) 21.5%
Profit/(Loss) Before FinancialIncome/(Expense) 2,882 1,954 47.5% 1,302 1,166 11.7%
Financial Income 969 832 16.4% 264 324 (18.4%)
Financial Expenses (987) (942) 4.7% (376) (340) 10.6%
Profit/(Loss) Before Tax 2,863 1,843 55.3% 1,191 1,150 3.6%
Deferred Tax Income/(Expense) 37 (70) (153.6%) 19 (62) (130.6%)
Current Period Tax Expense (660) (367) 80.1% (217) (173) (25.6%)
Net Income/(Loss) Before Minority 2,240 1,407 59.3% 992 915 8.5%
Minority Interest (200) (86) 133.7% (76) (80) (4.6%)
Profit (Loss) from Continuing Operations 2,040 1,321 (54.4%) 916 835 (9.7%)
Profit (Loss) from Discontinued Operations 0 (4) n.m 0 0 n.m
Net Income 2,040 1,317 54.9% 916 835 9.7%
EBITDA 3,758 2,620 43.4% 1,639 1,406 16.6%

Totals may not add up due to rounding differences

Turkey Income Statement

Unaudited
1 January - 30 September 1 July - 30 September
(TL million) 2021 2020 Change (%) 2021 2020 Change (%)
Sales Volume (UC millions) 467 406 15.0% 195 170 14.6%
Revenue 6,666 4,839 37.8% 2,917 2,183 33.6%
Cost of Sales (4,218) (2,903) 45.3% (1,893) (1,252) 51.2%
Gross Profit from Operations 2,448 1,935 26.5% 1,024 931 10.1%
Distribution, Selling and Marketing Expenses (1,222) (855) 42.9% (480) (306) 56.7%
General and Administrative Expenses (384) (293) 31.1% (121) (86) 40.7%
Other Operating Income 1,542 660 133.6% 768 323 138.3%
Other Operating Expense (106) (115) (7.5%) (16) (61) (74.8%)
Profit/(Loss) from Operations 2,278 1,333 70.9% 1,176 799 47.2%
Gain/(Loss) From Investing Activities 117 72 62.8% 120 9 n.m.
Gain/(Loss) from Associates 0 0 n.m. 0 0 n.m.
Profit/(Loss) Before FinancialIncome/(Expense) 2,395 1,405 70.5% 1,296 808 60.3%
Financial Income 871 715 21.7% 253 305 (17.3%)
Financial Expenses (1,358) (1,339) 1.4% (409) (599) (31.8%)
Profit/(Loss) Before Tax 1,909 782 144.0% 1,140 515 121.5%
Deferred Tax Income/(Expense) 113 53 111.3% 32 3 n.m.
Current Period Tax Expense (226) (158) 43.4% (96) (94) 1.9%
Net Income/(Loss) Before Minority 1,795 678 164.9% 1,076 424 153.8%
Minority Interest 0 0 n.a. 0 0 n.a.
Profit (Loss) from Continuing Operations 1,795 678 164.9% 1,076 424 153.8%
Profit (Loss) from Discontinued Operations 0 (5) n.m. 0 (0) n.m.
Net Income 1,795 672 167.0% 1,076 424 153.8%
EBITDA 2,544 1,553 63.7% 1,259 877 43.5%

Totals may not add up due to rounding differences

International Income Statement

Unaudited
1 January - 30 September 1 July - 30 September
(TL million) 2021 2020 Change (%) 2021 2020 Change (%)
Sales Volume (UC millions) 642 551 16.6% 241 221 9.1%
Revenue 9,719 6,369 52.6% 3,893 2,790 39.5%
Cost of Sales (6,383) (4,369) 46.1% (2,490) (1,830) 36.0%
Gross Profit from Operations 3,337 2,000 66.8% 1,403 960 46.2%
Distribution, Selling and Marketing Expenses (1,069) (675) 58.4% (411) (251) 63.8%
General and Administrative Expenses (314) (254) 23.4% (101) (90) 12.9%
Other Operating Income 91 107 (15.4%) 40 24 68.3%
Other Operating Expense (65) (141) (53.8%) (31) (41) (25.5%)
Profit/(Loss) from Operations 1,979 1,038 90.7% 900 601 49.7%
Gain/(Loss) From Investing Activities (146) (9) n.m. (164) (2) n.m.
Gain/(Loss) from Associates (3) (3) (7.2%) (0) (0) 21.5%
Profit/(Loss) Before Financial Income/(Expense) 1,830 1,026 78.3% 735 599 22.7%
Financial Income 116 133 (12.7%) 19 25 (24.7%)
Financial Expenses (147) (217) (32.2%) (41) (55) (26.5%)
Profit/(Loss) Before Tax 1,799 942 90.9% 713 568 25.5%
Deferred Tax Income/(Expense) 25 (3) n.m. 0 1 (82.1%)
Current Period Tax Expense (369) (183) 101.9% (119) (74) 60.6%
Net Income/(Loss) Before Minority 1,455 757 92.3% 595 495 20.1%
Minority Interest (200) (86) 133.7% (76) (80) (4.6%)
Profit (Loss) from Continuing Operations 1,255 671 87.0% 519 415 24.8%
Profit (Loss) from Discontinued Operations 0 1 n.m. 0 0 n.m.
Net Income 1,255 672 86.8% 519 416 24.8%
EBITDA 2,558 1,553 64.7% 1,102 777 41.9%

Totals may not add up due to rounding differences

(TL million) Unaudited Audited
30 September 2021 31 December 2020
Current Assets 9,832 7,717
Cash and Cash Equivalents 4,631 4,661
Financial Investments 2 23
Derivative Financial Instruments 41 36
Trade Receivables 2,114 796
Due from related parties 259 296
Other Receivables 39 34
Inventories 1,676 1,041
Prepaid Expenses 441 299
Tax Related Current Assets 289 249
Other Current Assets 339 282
Non-Current Assets 14,931 11,430
Derivative Financial Instruments 13 7
Other Receivables 66 47
Right of Use Asset 171 194
Property, Plant and Equipment 8,456 7,344
Intangible Assets 2,927 2,464
Goodwill 2,947 983
Prepaid Expenses 63 208
Deferred Tax Asset 288 183
Total Assets 24,763 19,147
Current Liabilities 6,217 4,323
Short-term Borrowings 517 984
Current Portion of Long-term Borrowings 303 259
Financial lease payables 45 57
Trade Payables 2,755 1,358
Due to Related Parties 666 480
Payables Related to Employee Benefits 46 50
Other Payables 1,053 518
Provision for Corporate Tax 186 62
Provision for Employee Benefits 152 79
Derivative Financial Instruments 3 58
Other Current Liabilities 492 418
Non-Current Liabilities 6,950 6,088
Financial lease payables 173 179
Long-term Borrowings 5,334 4,682
Trade Payables & Due to Related Parties 92 49
Provision for Employee Benefits 167 147
Deferred Tax Liability 920 814
Derivative Financial Instruments 263 213
Other Non-current Liabilities 1 4
Equity of the Parent 9,912 7,662
Minority Interest 1,685 1,074
Total Liabilities & Equity 24,763 19,147

CCI Consolidated Balance Sheet

Totals may not foot due to rounding differences

CCI Consolidated Cash Flow

Unaudited
(TL million) Period End
30 September 2021 30 September 2020
Cash Flow from Operating Activities
IBT Adjusted for Non-cash items 3,798 2,724
Change in Tax Assets and Liabilities (427) (159)
Employee Term. Benefits, Vacation Pay, ManagementBonus Payment (57) (47)
Operating Cash Flow 3,313 2,519
Change in Operating Assets & Liabilities 390 120
Net Cash Provided by Operating Activities 3,704 2,638
Purchase of Property, Plant & Equipment (831) (457)
Cash inflow/outflow from acquisition of subsidiary (2,235) -
Cash and cash equivalents in acquired companies 180 -
Other Net Cash Provided by / (Used in) Investing
Activities 204 (96)
Net Cash Used in Investing Activities (2,682) (553)
Interest Paid (401) (290)
Interest Received 106 84
Change in ST & LT Loans (658) (409)
Dividends paid (including non-controlling interest) (795) (272)
Cash flow hedge reserve (1) 15
Change in finance lease payables (78) (57)
Other 21 (112)
Net Cash Provided by / (Used in) Financing Activities (1,806) (1,042)
Currency Translation Differences 755 632
Net Change in Cash & Cash Equivalents (29) 1,675
Cash & Cash Equivalents at the beginning of the period 4,661 2,823
Cash & Cash Equivalents at the end of the period 4,631 4,498
Free Cash Flow 2,499 1,918

Totals may not foot due to rounding differences