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

Apr 7, 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.

Agenda Items	Accept	Reject	Dissenting Opinion
**1.**Opening of the meeting and election of theChairmanship Council,
2. Reading and discussion of the Annual Reportprepared by the Board of Directors,
**3.**Reading the Independent audit report,
4. Reading, discussion and approval of ourCompany’s Financial Tables for the year 2016prepared in accordance with the regulations ofCapital Markets Board,
**5.**Release of each member of the Board ofDirectors from liability with regard to the 2016activities and accounts of the Company,
**6.**Approval of the Board of Directors’ proposalon distribution of year 2016 profits,
**7.**Election of the Board of Directors anddetermination of their term of office and fees,
**8.**Approval of the appointment of theIndependent Audit Firm, elected by the Board ofDirectors,inaccordancewithTurkishCommercial Code and Capital Markets Boardregulations,
**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.