COCA-COLA İÇECEK A.Ş. — Proxy Solicitation & Information Statement 2016

Mar 18, 2016

PROXY FORM FOR THE ORDINARY GENERAL ASSEMBLY MEETING

COCA-COLA İÇECEK A.Ş.

To the Chair of the General Assembly of Shareholders,

I hereby appoint ___________________________________ as my proxy authorized to represent me, to vote and make proposals in line with the views I express herein below and sign the required papers at the Ordinary General Assembly of Coca-Cola İçecek A.Ş. that will convene on April 13, 2016, at 14:00 at the address of Esenkent Mahallesi, Deniz Feneri Sk. No: 4 Ümraniye 34776, İstanbul.

The Attorney’s(*):

Name Surname/ Trade Name:

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

• (*) Foreign attorneys should submit the equivalent information mentioned above.

A) SCOPE OF REPRESENTATIVE POWER

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

1. About the agenda items of General Assembly:

• a) The attorney is authorized to vote according to his/her opinion.

• b) The attorney is authorized to vote on proposals of the attorney partnership management.

c) The attorney is authorized to vote in accordance with the following instructions stated in the table. Instructions:

In the event that the shareholder chooses the (c) option, the shareholder should mark “Accept” or “Reject” box and if the shareholder marks the “Reject” box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

Agenda Items	Accept	Reject	Dissenting Opinion
**1.**Opening of the meeting and election of theChairmanship Council,
2. Reading and discussion of the Annual Report preparedby the Board of Directors,
**3.**Reading of the Independent audit report,
4. Reading, discussion and approval of our Company’sFinancial Tables for the year 2015 prepared in accordancewith the regulations of Capital Markets Board,
**5.**Release of each member of the Board of Directors fromliability with regard to the 2015 activities and accounts ofthe Company,
**6.**Approval of the Board of Directors’ proposal ondistribution of profits,
**7.**Approval of the changes of the members of the Boardof Directors in the year 2015 prescribed under Articles363 of the Turkish Commercial Code Law,
**8.**Election of the Board of Directors and determination oftheir term of office and fees,
**9.**Approval of the appointment of the Independent AuditFirm, elected by the Board of Directors, in accordancewith Turkish Commercial Code and Capital MarketsBoard regulations,
**10.**Presentation to the General Assembly in accordancewith the Capital Markets Board’s regulation on donations

made by the Company in 2015, 11. Presentation to the General Assembly on any Guarantees, Pledges and Mortgages issued by the Company in favor of third persons for the year 2015, in accordance with the regulations laid down by the Capital Markets Board, 12. Approval to amend article 8 with the heading “Board of Directors” of the CCI Articles of Association, which is subject to the approval of the Capital Markets Board and Ministry of Custom and Trade and authorization of the Board of Directors pertaining to the finalization of the amendment and registration of the Articles of Association, 13. Presentation to the General Assembly, of the transactions, if any, within the context of Article 1.3.6. of the Corporate Governance Communique (II-17.1.) of the of the Capital Markets Board, 14. Granting authority to Members of Board of Directors according to Articles 395 and 396 of Turkish Commercial Code, 15. Closing.

No voting on the informative items.If the minority has another draft resolution, necessary arrangements should be made to enable them vote by proxy.

1. Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:

a) The attorney is authorized to vote according to his/her opinion.

b) The attorney is not authorized to vote in these matters.

c) The attorney is authorized to vote for agenda items in accordance with the following instructions: SPECIAL INSTRUCTIONS: The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.

B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

1. I hereby confirm that the attorney represents the shares specified in detail as follows:

a) Order and Serial(*)

b) Number / Group (**)

c) Amount-Nominal Value

d) Share with voting power or not

e) Bearer-Registered(*)

f) Ratio of the total shares/voting rights of the shareholder

*Such information is not required for the shares which are followed up electronically.

**For the shares which are followed up electronically, information related to the group will be given instead of number.

1. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting.

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

Address:

(*) Foreign attorneys should submit the equivalent information mentioned above.

SIGNATURE