COCA-COLA İÇECEK A.Ş. — Proxy Solicitation & Information Statement 2017

Apr 10, 2017

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 10, 2017, at 14:00 at the address of, Dudullu OSB, 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.

In the event that the shareholder chooses the (c) option,“”	In the event that the shareholder chooses the (c) option,“”	the sharehhe should	the sharehhe should	older sh	older sh	ould mark “Accept” or “Reject” box	ould mark “Accept” or “Reject” box	ould mark “Accept” or “Reject” box
and if the shareholder marks the Reject box, then he/sin the minutes of the general assembly.				write the		dissenting opinion to be noted down
	Agenda Items		Accep	t	Reje	ct	Dissenting Opinion
	**1.**Opening of the meeting and election of the
	Chairmanship Council,
	2. Reading and discussion of the Annual Repor	t
	prepared by the Board of Directors,
	**3.**Reading the Independent audit report,
	4. Reading, discussion and approval of ouCompany’s Financial Tables for the year 2016prepared in accordance with the regulations o	r f
	Capital Markets Board,
	**5.**Release of each member of the Board o	f
	Directors from liability with regard to the 201activities and accounts of the Company,
	**6.**Approval of the Board of Directors’ proposaon distribution of year 2016 profits,	l
	**7.**Election of the Board of Directors anddetermination of their term of office and fees,
	**8.**Approval of the appointment of the	f
	Independent Audit Firm, elected by the Board oDirectors,inaccordancewithTurkishCommercial Code and Capital Markets Board
	regulations,
	**9.**Presentation to the General Assembly inaccordance with the Capital Markets Board’sregulation on donations made by the Company in2016,

10. Presentation to the General Assembly on any Guarantees, Pledges and Mortgages issued by the Company in favor of third persons for the year 2016, in accordance with the regulations laid down by the Capital Markets Board, 11. 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, 12. Granting authority to Members of Board of Directors according to Articles 395 and 396 of Turkish Commercial Code, 13. Closing.