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COCA-COLA İÇECEK A.Ş. Proxy Solicitation & Information Statement 2026

Mar 13, 2026

5900_rns_2026-03-13_ada5a411-b8c9-47ec-b190-f307110379ea.pdf

Proxy Solicitation & Information Statement

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Coca-Cola İçecek A.Ş.

Information Document for Ordinary General Assembly Meeting dated April 8, 2026

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Information Document for Coca-Cola İçecek AŞ General Assembly

1. INVITATION FOR GENERAL ASSEMBLY MEETING ON APRIL 8, 2026

Coca-Cola İçecek A.Ş.'s Ordinary General Assembly meeting pertaining to 2025 activity year shall be held on April 8, 2026, at 11:00 at "Dudullu OSB Mah., Deniz Feneri Sok. No: 4 Ümraniye 34776, Istanbul" to discuss the agenda items stated below.

The Integrated Annual Report of the Board of Directors which includes the Financial Statements for the year 2025, the Independent Audit Firm's Report, the Corporate Governance Compliance Report and the Profit Distribution Proposal of the Board of Directors, and the General Assembly Informative Document containing the necessary explanations for compliance with the Capital Markets Board regulations together with the following agenda items, will be made available for the review of our Esteemed Shareholders three (3) weeks prior to the meeting at the Company Headquarters located at Dudullu OSB Mah. Deniz Feneri Sk. No:4 Ümraniye, 34776 Istanbul, on the corporate website at www.cci.com.tr, on the Public Disclosure Platform, on the Electronic General Assembly system, and on the E Company system.

The TSRS Compliant Sustainability Report for the year 2024 containing our explanations within the scope of the Turkish Sustainability Reporting Standards ("TSRS") published by the Public Oversight, Accounting and Auditing Standards Authority ("KGK") has been shared with the public at the internet address www.cci.com.tr.

With rights and obligations of shareholders who shall participate electronically over the Electronic General Assembly System being reserved, shareholders who are unable to attend the meeting in person have to issue their proxies according to the attached proxy form or obtain the proxy form from the Company headquarters or the Company website at www.cci.com.tr and accordingly submit their proxies bearing their notarised signatures to the Company by fulfilling the conditions set forth in the "Communiqué on Voting by Proxy and Proxy Solicitation" number II-30.1 which took effect upon publication on the Official Gazette dated 24.12.2013 and numbered 28861. A proxy document is not required from a proxy appointed electronically through the Electronic General Meeting System. It shall not be possible to attend the general assembly with a proxy which does not comply with the proxy form required under the aforementioned Communiqué and a copy of which is attached hereto.

Our Shareholders, who will vote through the Electronic General Assembly System, must obtain information from the Central Registry Agency in order to fulfill their obligations under the "Regulation on General Assembly Meetings to be Held Electronically in Joint Stock Companies" and "Communiqué on the Electronic General Assembly System to be Implemented in the General Assembly of Joint Stock Companies" and they are requested to notify their preferences via the Electronic General Assembly System provided by the Central Registry Agency until 1 (one) day before the General Assembly Meeting. Those who want to attend the General Assembly Meeting via Electronic General Assembly System must register with the "e-Investor: Investor Information Center" and have a secure electronic signature in order to directly attend or appoint a proxy to the General Assembly via Electronic General Assembly System. In addition, it is obligatory for the proxies to attend the meeting via Electronic General Assembly System to have a secure electronic signature. In accordance with Article 1526 of the Turkish Commercial Code, the notifications to be made through Electronic General Assembly System on behalf of legal entity shareholders must be signed with a secure electronic signature produced in the name of the company on their behalf by the legal entity authorized signatory.

Pursuant to paragraph 4 Article 415 of Turkish Commercial Code number 6102 and paragraph 1 Article 30 of Capital Market Law the right to participate and cast votes in general assemblies is not subject to the condition of depositing share certificates. Accordingly, shareholders are not required to block their shares to attend the General Assembly.

For shareholders who will attend the meeting in person, it is sufficient to present their Republic of Türkiye Identity Card or passport upon entering the meeting.

Pursuant to Law No. 6698 on the Protection of Personal Data, detailed information regarding the processing of your personal data by our Company can be accessed from the Personal Data Protection page, which has been shared with the public at the internet address www.cci.com.tr.


Information Document for Coca-Cola İçecek A.Ş. General Assembly

Pursuant to Capital Markets Law, shareholders shall not be further sent a registered letter for those shares which are registered and traded on the Stock Exchange.

In the Ordinary General Assembly Meeting, the voting of the agenda items will be exercised by open voting through hand voting, provided that the provisions for electronic voting are reserved.

All right holders and beneficiaries are invited to our General Assembly meeting.

Respectfully submitted to the attention of the Shareholders.

COCA-COLA İÇECEK A.Ş. BOARD OF DIRECTORS

Company Address: Dudullu OSB Mah. Deniz Feneri Sok. No:4 Ümraniye 34776 İstanbul
Trade Registry and Number: İstanbul/265859
Mersis No: 0611-0008-1600-0014

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Information Document for Coca-Cola İçecek A.Ş. General Assembly

2. ADDITIONAL EXPLANATIONS UNDER CMB REGULATIONS

Additional explanations concerning agenda items required under the CMB's Communiqué on Corporate Governance (II-17.1) which entered into force on January 3, 2014 are provided for the relevant agenda item below and other mandatory general explanations specified in Article 1.3.1. are submitted for your information in this section:

2.1 Shareholding Structure 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 conditions 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.

As of the date of the publication of this Information Document, the voting rights of our shareholders are presented in the table below:

Trade Title/Name Surname of Shareholder Share in Capital (TL) Share in Capital (%) Voting Right (TL) Voting Right Percentage (%)
Anadolu Efes Biracılık ve Malt San. A.Ş. 1.122.520.385 40,12 1.122.520.385 40,12
The Coca-Cola Export Corporation 562.257.285 20,09 562.257.285 20,09
Efes Pazarlama ve Dağıtım Tic. A.Ş. 283.668.565 10,14 283.668.565 10,14
Free Float and Other 829.632.367 29,65 829.632.367 29,65
Total 2.798.078.602 100,00 2.798.078.602 100,00

2.2 Information on any change in the Management and Operational activities of the Company and its Subsidiaries in the previous Fiscal Period and the Changes that are Planned for the Following Fiscal Periods and the Reasons of These Changes

As announced to the public on January 31st, 2025, the Chief Financial Officer of CCI – Erdi Kurşunoğlu – has decided to leave CCI. CCI's Board of Directors has resolved to appoint Çiçek Özgünse as CFO effective March 1st 2025 following Mr. Kurşunoğlu's departure. Çiçek Özgünse brings 25 years of professional experience, including the last 20 years within the Anadolu Group. Ms. Özgünse joined CCI in 2020 as Director of Treasury and Investor Relations, and prior to her appointment as CFO, she most recently served as Finance Director for CCI's Türkiye operations. Ms. Özgünse holds an MBA degree (2005) from Boğaziçi University and Bachelor of Arts in Business Administration in German (2000) from Marmara University.

As announced to the public on June 10th, 2025, the Competition Board has decided to initiate an investigation on our subsidiary Coca-Cola Satış ve Dağıtım A.Ş. (CCSD) in accordance with Article 41 of the Law No. 4054 on the Protection of Competition to determine whether there has been a violation of Articles 4 and 6. The fact that the Competition Board has initiated an investigation does not necessarily mean that the company subject to investigation has actually violated The Act on the Protection of Competition No.4054 nor it will be subject to a penalty due to a violation of the Competition Law. Any further developments in the matter will be announced as required by CMB regulations.

As announced to the public on November 21st, 2025, the Competition Board has resolved and notified our Company that during the on-site inspection at Coca-Cola Satış ve Dağıtım A.Ş. on October 7,2025 it was determined that an employee's Whatsapp message had been deleted and led to an obstruction and made

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Information Document for Coca-Cola İçecek A.Ş. General Assembly

the on-site inspection difficult. In accordance with Article 16 (1/d) of Law No. 4054, an administrative fine of TL 282,416,376.34, equivalent to five per thousand of the gross revenue for 2024, has been applied. The reasoned decision regarding the administrative fine has been notified to our Company and without prejudice to all our legal rights, the amount will be paid within the applicable period in order to benefit from the 25% early payment discount by the date of General Assembly. However, as always, our company will continue to carry out its activities without compromising the principles of compliance with the Competition Law. All legal proceedings will be initiated against the decision and our company's rights will be defended.

As announced to the public on March 3rd, 2026, in its meeting, CCI's Board of Directors has resolved to elect Mr. Ahmet Kürşad Ertin, current Chief Operating Officer of CCI, to succeed Mr. Karim Yahi, who has been serving as CCI's CEO since September 2023. The transition, which will be effective July 1st 2026, follows Mr. Yahi's decision to step down from his current responsibilities and relocate back to the United States. Mr. Karim Yahi joined CCI on March 1st, 2023 as Deputy CEO and assumed the role of CEO as of September 1st, 2023. Mr. Ahmet Kürşad Ertin joined CCI in 1998 in the Commercial Department and has held various roles within the organization until 2009 when he moved to Baku as General Manager of Azerbaijan. He moved back to Türkiye in 2010 and assumed CCI Türkiye Traditional and Distribution Channel Sales Director role and then in 2014 he was appointed as Türkiye Sales Director. In 2015, he relocated to Almaty to take on the position of General Manager of CCI Kazakhstan. Between 1 January 2019 and Dec 2022, he served as General Manager of CCI Pakistan and between Jan 2023-Dec 2025 as Regional Director of SAME (Southern Asia & Middle East) Region. Since January 2025, he has been serving as Chief Operating Officer at the Group Office. Mr. Ertin has a total of 25+ years of work experience and holds a bachelor's degree in Economics from Hacettepe University in Ankara, Türkiye.

In addition to the aforementioned events, information on management changes that occurred in 2025 and planned for the 2026 accounting period, and other matters that may have an impact on activities are disclosed to the public through public disclosures. The announcements are available at https://www.cci.com.tr/en/investor-relations/special-case-announcements.

2.3. Information and Reasons on Change, Dismissal, Selection of Board of Directors if any, and Information on Board of Directors Candidates

In accordance with the CMB regulations and Turkish Code of Commerce, taking into account the principles regarding the election of members of the Board of Directors in our articles of association, new members of the Board of Directors whose term has expired will be elected. In addition, independent Board Members will be elected in order to comply with the CMB's Corporate Governance Communiqué numbered II-17.1.

One third of the Members of the Board of Directors to be elected must meet the independence criteria defined in the CMB's mandatory Corporate Governance Principles.

The curriculum vitae of the candidates for the Board of Directors and the declarations of independence of the independent member candidates are provided in the Annex-3.

2.4. Information on the Requests of the Shareholders, CMB or Other Public Authorities for Adding an Item to the Agenda

No request has been received for the Ordinary General Assembly meeting where the activities of 2025 will be discussed.

2.5. Information on the Old and New Forms of the Amendments to the Articles of Association, with the Decision of the Board of Directors in Case of a Change in the Articles of Association

None.

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Information Document for Coca-Cola İçecek A.Ş. General Assembly

3. EXPLANATIONS ON THE AGENDA ITEMS OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED APRIL 8, 2026

3.1. Opening of the meeting, election of the Chairmanship Council

Within the framework of the provisions of the "Turkish Commercial Code" (TCC) and the "Regulation on the Procedures and Principles of the General Assembly Meetings of Companies and the Representatives of the Ministry of Trade to Attend These Meetings" ("Regulation"), the meeting chairman will be elected to manage the General Assembly meeting. At least one Minutes Clerk is appointed by the Chairman of the Meeting in accordance with the General Assembly Internal Directive. The Meeting Chairman may also elect a sufficient number of Vote Collectors.

3.2. Reading and discussion of the 2025 Integrated Annual Report prepared by the Board of Directors

Independently audited annual integrated report of our Company for the accounting period of January – December 2025, prepared pursuant to the CMB's Financial Reporting Communique (II-14.1) and in compliance with the Turkey Accounting Standards/ Turkey Financial Reporting Standards issued by the Public Oversight Accounting and Auditing Standards Authority and approved by the CCI Board of Directors and the Audit Committee, together with its statement of responsibility, has been published on the Public Disclosure Platform on 3 March 2026. The annual integrated report is also available at the Company headquarters as well as on the corporate website at www.cci.com.tr.

3.3 Reading of the Independent Audit Report pertaining to 01 January – 31 December 2025 financial year

The summary of the independently audited financial statements of our Company, approved by Board of Directors and Audit Committee, for the accounting period of January – December 2025, prepared pursuant to the CMB's Financial Reporting Communique (II-14.1) and in compliance with the Turkey Accounting Standards/ Turkey Financial Reporting Standards issued by the Public Oversight Accounting and Auditing Standards Authority, will be submitted to the information of the General Assembly. Independent Audit Report is available on the Public Disclosure Platform, the Corporate website at www.cci.com.tr as well as in the 2025 Integrated Annual Report.

3.4. Reading, discussion and approval of our Company's Financial Statements for the year 2025 prepared in accordance with the Capital Markets legislation

Pursuant to the TCC and the CMB regulations, the Consolidated Balance Sheet as of 31 December 2025 and the Income Statement for the period 1 January 2025 and 31 December 2025 shall be read, discussed and voted upon at the General Assembly. These documents are available on the Public Disclosure Platform, at the company headquarters and on the corporate website at www.cci.com.tr.

3.5. Discussion and approval of the 2024 TSRS Compliant Sustainability Report

The 2024 Sustainability Report, which has been prepared by our Company in compliance with the Turkish Sustainability Reporting Standards (TSRS) pursuant to the provisions of the Turkish Commercial Code No. 6102 and the Decree Law No. 660 on the Organization and Duties of the Public Oversight, Accounting and Auditing Standards Authority, and which has been subjected to mandatory sustainability assurance audit by PwC Independent Audit and Certified Public Accountant A.Ş., has been published on the Public Disclosure Platform.

The aforementioned report may also be accessed from our Company's headquarters or through our website at www.cci.com.tr.

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Information Document for Coca-Cola İçecek A.Ş. General Assembly

3.6. Release of each and every member of the Board of Directors individually from liability with regards to the 2025 activities

Pursuant to the TCC and the Regulation, a proposal for releasing the members of the Board of Directors for the accounts and operations of 2025, shall be submitted to the approval of the General Assembly.

3.7. Approval of a resolution on the Board of Directors' proposal on distribution of profits

As per the resolution of the Board of Directors of Coca-Cola İçecek (CCI) dated March 3, 2026,

As per the consolidated financial statements of our company prepared in accordance with CMB accounting standards, in 2025, our Company recorded a net income of TL 14,072,351,000.00. The Board of Directors resolved to propose to the General Assembly the distribution of gross dividends of TL 4,001,252,400.86, after legal liabilities are deducted from 2025 net income starting from 12 May 2026. As per the proposal, the remainder of 2025 net income will be added to the extraordinary reserves.

Subject to the approval of the General Assembly, entities which are Türkiye resident taxpayers or entitled to such dividends through a permanent establishment or a permanent representative in Türkiye, will be paid a gross cash dividend of TL 1.4300 (net TL 1.4300) per 100 shares, representing TL 1 nominal value. While other shareholders will receive gross TL 1.4300 (net TL 1.2155) per 100 shares.

Please refer to Annex-1 for CCI's dividend distribution table and informative table on dividend rates.

There is no dividend privilege that applies to share certificates.

3.8. Appointment of the members of the Board of Directors and the independent members of the Board of Directors, determination of their terms of office and remuneration

Members shall be elected in place of those Board Members whose terms of office have expired and to ensure compliance with the CMB's Corporate Governance Communiqué. 4 members of the total 12 members in the Board of Directors, shall meet the independency criteria defined in the CMB's Corporate Governance Principles.

With the resolution of our Board of Directors following the recommendation of our Corporate Governance Committee based on its assessment of the candidates, Mr. İlhami Koç, Mr. Emin Ethem Kutucular and Mrs. Lale Develioğlu have been determined as Independent Board Member candidates and the CMB with its meeting dated 18.02.2026 and numbered 9/353 and confirmed that it did not have any dissent opinion thereto. Additionally, with the resolution of our Board of Directors following the recommendation of our Corporate Governance Committee based on its assessment of the candidate, Mr. Hüseyin Murat Akın has been determined as Independent Board Member candidate. Following the application submitted by our Company regarding his candidacy, the Capital Markets Board has not yet issued its opinion.

The resumes of current members of the Board of Directors are available in the integrated annual report and on the corporate website at www.cci.com.tr. The resumes of board member candidates are provided under Annex-2.

Remuneration for the members of the Board of Directors shall be determined in the general assembly according to the provisions of the TCC and Regulation and the principles set forth in our articles of association.

Statements of Independence Status of Independent Board Member Candidates are also presented in Annex-3.

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Information Document for Coca-Cola İçecek A.Ş. General Assembly

3.9. Approval of the appointment of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. in 2024 as the independent audit firm for the mandatory assurance audit of the sustainability reports prepared for the same fiscal year, in accordance with the regulations of the Public Oversight, Accounting and Auditing Standards Authority

Pursuant to the mandatory assurance audit to be conducted under the Turkish Sustainability Reporting Standards (TSRS), which entered into force following the recent legislative amendments, it has been resolved to appoint PwC Independent Audit and Certified Public Accountant A.Ş. as the independent audit firm for the 2024 fiscal year. This appointment will be submitted for approval at the General Assembly.

PwC Independent Audit and Certified Public Accountant A.Ş. has been authorized by the Public Oversight Authority (KGK), through its decision dated 18 February 2025, to conduct independent audit activities also in the field of sustainability.

3.10. Approval of the appointment of the independent audit firm made by the Board of Directors to carry out all relevant procedures, including the mandatory assurance audit to be conducted in accordance with the regulations of the Turkish Commercial Code, the Capital Markets Board, and the Public Oversight, Accounting and Auditing Standards Authority

In accordance with the regulations of the Turkish Commercial Code, the Capital Markets Board, and the Public Oversight, Accounting, and Auditing Standards Authority ("KGK"), our Board of Directors, with the opinion of the Audit Committee, resolved on March 5, 2026, to appoint an independent auditor for the 2026 fiscal year. Within this scope, PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. has been selected to audit the Company's financial statements for the 2026 fiscal year. Additionally, subject to KGK's authorization for independent sustainability assurance, PwC will be responsible for conducting 2026 mandatory sustainability assurance audits including but not limited to this and other relevant activities under the Turkish Sustainability Reporting Standards ("TSRS"). These appointments will be submitted for the approval of the General Assembly.

3.11. Informing the General Assembly on the donations made by the Company in 2025 within the framework of the Capital Market Board's regulations

Article 6 of the Capital Market Board's Communiqué on Dividends (II-19.1) stipulates as follows: "Shareholders may make donations subject to the condition that the articles of association contain a provision to that effect. The limit of any donations to be made shall be determined by the general assembly in case such limit is not indicated in the articles of association". The same article also states that any donations and payments to be made must be submitted to the shareholders for information in the general assembly.

In compliance with the legal explanations given above articles 3 (viii) and 15.1.b. of the articles of association of our company include provisions regarding donations and the limit to apply to the same. In 2025, CCI donated a total amount of TL 86.594.288 to Anadolu Education and Welfare Foundation (a tax-exempt foundation) as specified in Article 15 of the Articles of Association. A total amount of TL 59.500 was donated to other non-profit associations and tax-exempt foundations.

3.12. Informing the General Assembly on any guarantees, pledges, mortgages and surety issued by the Company in favour of third parties for the year 2025 and the income or benefit obtained by the Company, in accordance with the Capital Markets Board's regulations

Pursuant to Article 12.(4) of Corporate Governance Communiqué (II-17.1), guarantees, pledges, mortgages and suretyship granted and established in favor of third persons as well as revenues or interests obtained have to be included as a separate item on the agenda of the ordinary general assembly meeting. Our Company did not grant or establish any surety, guarantee, pledge or mortgage in favor of any third parties.

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Information Document for Coca-Cola İçecek A.Ş. General Assembly

3.13. Informing the General Assembly, on the transactions, if any, within the context of Article 1.3.6. of Annex-I of the Corporate Governance Communique (II-17.1.) of the Capital Markets Board

According to principle number 1.3.6 of Annex-1 of the Capital Market Board's Corporate Governance Communiqué number II-17.1: "In the event shareholders with management control, members of board of directors, managers with administrative responsibility and their spouses and relatives by blood and marriage up to second degree engage in a material transaction with the partnership or its affiliates which may result in conflicts of interest and/or carry out, for their own account or on account of others, a transaction of a commercial nature which is considered among the fields of activity of the partnership or its affiliates or join another partnership which is engaged in the same kind of business as a partner with unlimited liability the said transactions shall be included on the agenda of the general assembly under a separate agenda item to provide detailed information about the same in the general assembly and recorded on the general assembly minutes." The General Assembly shall be informed that no transaction of the nature mentioned above was carried out during 2025.

3.14. Granting authority to Members of the Board of Directors according to Articles 395 and 396 of Turkish Commercial Code

Performance of any of the transactions described in Articles 395 (Prohibition to Transact with and Incur Indebtedness to the Company) and 396 (Non-Competition) of the TCC by members of the Board of Directors is subject to the approval of the shareholders at the General Assembly. Therefore, permitting members to perform such transactions shall be submitted to the approval of the General Assembly.

3.15. Closing

ANNEX:

Annex 1: Dividend Distribution Table

Annex 2: Resumes of Candidate Members of the Board of Directors

Annex 3: Independent Board Member Candidates' Statement of Independent Status

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Information Document for Coca-Cola İçecek A.Ş. General Assembly

Annex 1: Dividend Distribution Table

COCA-COLA İÇECEK A.Ş. 2025 DIVIDEND DISTRIBUTION TABLE (TL)

As per CMB As per Statutory Records
1. Paid-in Capital 2.798.078.602,00 2.798.078.602,00
2. General Legal Reserves (Based on the Legal Records) 559.615.720,40 559.615.720,40
3. Profit / (Loss) 2025 21.143.328.000,00 15.061.738.113,11
4. Taxes (-) - 7.070.977.000,00 -
5. Net Profit / (Loss) = 14.072.351.000,00 15.061.738.113,11
6. Previous Years' Losses (-)
7. General Legal Reserves (-)
8. NET DISTRIBUTABLE PROFIT (=) 14.072.351.000,00 15.061.738.113,11
9. Donations within the year (+) 89.625.000,00
10. NET DISTRIBUTABLE PROFIT INCLUDING THE DONATIONS 14.161.976.000,00
11 First Dividend to Shareholders of Ordinary Shares 4.001.252.400,86
-Cash Dividend 4.001.252.400,86
-Bonus Issue -
-Total 4.001.252.400,86
12. Dividend Distributed to Privileged Shareholders
13. Other Distributed Dividends
-To Members of Board of Directors
-To Employees
-To Other Persons Excluding Shareholders
14. Dividends to the Holders of Redeemed Shares
15. Second Dividend to Shareholders of Ordinary Shares -
16. General Legal Reserves 386.134.847,08
17. Statutory Reserves
18. Special Reserves
19. Extraordinary Reserves 9.684.963.752,06
20. Distributable Other Sources -
-Previous Year Profit
-Extraordinary Reserves -
-Other Reserves Distributable as per Law of Association -

COCA-COLA İÇECEK A.Ş. 2025 DIVIDEND PAY OUT RATIO

GROUP TOTAL DIVIDEND (TL) TOTAL DIVIDEND /NET DISTRIBUTA BLE PROFIT DIVIDEND PER 1 TL NOMINAL VALUED SHARE
CASH DIVIDEND (TL) BONUS ISSUE (TL) RATIO (%) AMOUNT (TL) RATIO (%)
NET
A 1.258.400.000,00 - 8,9% 1,4300000 143,00000
B with withholding tax 683.423.729,85 - 4,8% 1,2155000 121,55000
C with withholding tax 991.647.888,33 - 7,0% 1,2155000 121,55000
C without withholding tax 772.179.908,89 - 5,5% 1,4300000 143,00000
TOTAL 3.705.651.527,06 26,2% 1,32436
THE AMOUNT OF DISTRIBUTED DIVIDENDS (TL) PAY OUT RATIO (DIVIDENDS/NET DISTRIBUTABLE INCOME INCLUDING DONATIONS)
4.001.252.400,86 28,25%

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Information Document for Coca-Cola İçecek A.Ş. General Assembly

Annex 2: Resumes of Candidate Members of the Board of Directors

Kamilhan Süleyman Yazıcı

Board Member Candidate

Kamil Yazıcı graduated from New York Military Academy (1996), holds a BA degree in Marketing from Emory University Goizueta Business School (2000), an MBA degree from American Institute of Business and Economics (2005) and has completed the GMP program at the Harvard Business School (2017). Yazıcı started his Anadolu Group career in year 2000 in the Finance Presidency as Assistant Finance Specialist and resumed his career in Anadolu Efes Russia Beer operations during 2002-2011 where he held multiple roles as Marketing Manager, Logistics Manager, Supply Chain Director, Business Development Director and finally led a pan-Russian effort to re-structure the sales organization for greater efficiency and effectiveness. In 2011, he was appointed as General Manager of Efes Vitanta in Moldova and continued this role until 2014. In 2014, he was appointed as Market Development Director responsible for all international markets where the group did not operate locally and held this position until 2017. Between 2017-2025, Kamil Yazıcı served as Vice-Chairman on Anadolu Group holding and subsidiary Boards. In April 2025, he became the Chairman of Anadolu Group holding and group companies. In addition, he serves as Board Member for TAİK (Turkish-American Business Council), TOGG (Turkish National Auto Initiative), HBS Alumnus (Harvard Business School's Alumni Board) and is the Vice-Chairman of KYYDAS (the Kamil Yazıcı Family Trust). He is also a member of TÜSİAD (Turkish Industry & Business Association).

İlhan Murat Özgel

Board Member Candidate

İlhan Murat Özgel began his career at Procter & Gamble. He started his career at Coke system in 2003 at Coca-Cola Icecek and since 2006 has taken on various roles across Asia and Africa with The Coca-Cola Company. He has international experience in general management, marketing, customer and commercial, and franchise leadership in developed, and developing/emerging markets. Currently serving as President, Japan and Korea Operating Unit, Özgel leads the business in one of Coca-Cola's most dynamic and strategically important markets. Prior to this role, he served as President, Bottling Investments Group (BIG), where he led Coca-Cola's company-owned bottling network globally, driving operational excellence and strategic growth. Before that, he was BIG's Chief Growth Officer, leading efforts to enhance the organizations' portfolio, capabilities, and infrastructure through strategic mergers and acquisitions. Özgel earned a bachelor of science degree in industrial engineering from Middle East Technical University in Türkiye.

Talip Altuğ Aksoy

Board Member Candidate

Talip Altuğ Aksoy received his bachelor's degree in economics from Oglethorpe University in USA. He began his career as Finance Assistant Specialist at Anadolu Group in 1995 and was appointed as a Finance Specialist in 1996. Aksoy worked as Human Resources and Treasury Specialist from 1998 to 2000. He served as Director of Sales and Marketing at Efes Invest from 2000 to 2003 and was appointed as the Director of Trade and Export at Efes Beer Group in January 2003. Continuing his career at Anadolu Group as the Director of Purchasing and Logistics between 2006-2008, Aksoy was appointed as Director of Supply Chain of Efes Beer Group in June 2008. In November 2011, he was appointed as Efes Türkiye Managing Director and served in this position until January 2017. Aksoy still continues to serve as a Board Member in various Anadolu Group companies.

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Information Document for Coca-Cola İçecek A.Ş. General Assembly

İbrahim İzzet Özilhan

Board Member Candidate

İ. İzzet Özilhan was born in İstanbul in 1982. He received his undergraduate degree from Hofstra University Banking and Finance Department in 2006 in USA. Özilhan, began his career as a Brand Representative at Coca Cola A.Ş in 2006 and served as Sales Representative in Coca-Cola Hellenic A.Ş. In 2009, he started working at Efes Russia and took up duties as Finance Manager and Brand Distribution Representative. In 2011, he started in Anadolu Efes Türkiye as Market Development Supervisor and continued as Horeca Manager, Modern Trade Sales Director and On-Trade Directorate respectively. In 2024, he became a board member at several Anadolu Group companies. Özilhan was chosen as Board Member of TÜSİAD in 2024 and also acts as the Leader of its Food, Beverage and Agriculture Roundtable. He also acts as a Board Member at TÜRKONFED.

Sadettin Ahmet Bilgiç

Board Member Candidate

Sadettin Ahmet Bilgiç was born in 1979. He was graduated from Cağaloğlu Anatolian High School in 1997 and from Indiana University, Department of Business Administration in 2001. In 2004, he received his MBA degree from Sabancı University. Mr. Bilgiç started his professional career in the Internal Audit Department at AG Anadolu Holding between 2001 and 2003 and worked as an Investor Relations Analyst at Anadolu Efes between 2003 and 2004. In 2005, Mr. Bilgiç joined Coca-Cola İçecek in the Sales Department and worked as Marmara Region Sales Manager between 2008 and 2011, Business Development Manager between 2011 and 2014, and Sales Manager between 2014 and 2018. Between June 2018 and 2024, he worked at Coca-Cola İçecek A.Ş. as Türkiye and Middle East Purchasing, Import and Export Manager. As of 2024, Mr. Bilgiç has been serving as a Member of the Board of Directors at Anadolu Group companies.

Burak Başarır

Board Member Candidate

Burak Başarır holds a BA in Business Administration and a minor in Computer Sciences from American River College. He studied management at California State University of Sacramento and received a BSc degree in business administration from Middle East Technical University in 1995. Başarır joined Anadolu Group in 1998 with his first post at Coca-Cola İçecek (CCI) and assumed increasing managerial responsibilities in finance and commercial functions. He was assigned as Coca-Cola İçecek CFO in 2005 and has played a significant role during CCI's IPO process and effectively managed the financial integration of Efes Invest with CCI. Başarır led the largest operation of CCI in terms of volume and sales as the Türkiye Region President between 2010 and 2013. Başarır was appointed as Coca-Cola İçecek CEO in January 2014. He served as Anadolu Group Soft Drinks Group President and Coca-Cola İçecek CEO between 2014-2023. Başarır was appointed as Anadolu Group Deputy CEO in September 2023 and has been serving as Anadolu Group CEO since April 1st, 2024. Başarır is the Chairman of Anadolu Group Sustainability Committee and a member of the Turkish Industry & Business Association (TÜSİAD).

Mehmet Hurşit Zorlu

Board Member Candidate

Hurşit Zorlu holds a BCs degree in Economics from Istanbul University. Before joining the Anadolu Group as a Marketing Specialist at Efes Beverage Group in 1984, he held various positions in Toz Metal and Turkish Airlines. During his career at Efes Beverage Group, he assigned various positions including Assistant Marketing Manager, Assistant Project Development Manager, Project Development Manager and Business Development & Investor Relations Director respectively. Zorlu worked as Chief Financial Officer (CFO) at Efes Beverage Group between 2000-2008 and CFO at Anadolu Group between 2008-2013. Zorlu served as Deputy CEO at Anadolu Group between 2013-2017. Hurşit Zorlu, who has been serving as the Chief Executive Officer of Anadolu Group since February 2017, retired as of April 1, 2024 from this position. Currently Hurşit Zorlu, is a Board Member of all Anadolu Group companies. Zorlu also served as the chair person of Anadolu Group Sustainability Committee of the Group and lead the works within the scope of the sustainability strategy, "From Anadolu to the Future". Hurşit Zorlu is a High Advisory Council Member of

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Information Document for Coca-Cola İçecek A.Ş. General Assembly

the Turkish Investor Relations Society (TÜYİD) and served as the 8th term Chairperson of the Corporate Governance Association of Türkiye (TKYD) between 2015-2017.

Ibrahim Tamer Haşimoğlu

Board Member Candidate

He graduated from German High School and continued his higher education with a degree in Mechanical Engineering from Istanbul Technical University and a master's degree in International Business Administration from Istanbul University Institute of Business Economics. He started his professional career in 1989 as a Training Officer in Koç Holding Planning Coordination Department and worked as a Specialist, Manager and Coordinator. Between 2004 and 2011, he served as the Head of Strategic Planning at Koç Holding. During this period, he played an important role in determining the strategies of the Group companies and ensured that the main strategies and portfolio structure of Koç Group were determined. He carried out very important company acquisition and sales projects. These include the acquisitions of Tüpraş, Yapı Kredi and the sales of Migros, Koç Allianz, Demir Döküm, Döktaş and İzocam. From April 2011 to April 2022, he served as President of Koç Holding Tourism, Food and Retail Group. In this role, he was responsible for the management of 12 companies, including Koçtaş, Tat Gıda, Düzey Pazarlama, Divan, Setur, Setur Marinalar, Koç Sistem, KoçDigital, Ram and Inventram. Tamer Haşimoğlu currently serves as a Board Member in KYYDAŞ and Anadolu Group companies. In addition to these duties, he is a member of TÜSİAD and Hisar Education Foundation (HEV) Board of Trustees. For a period of time, he was a member of the Board of Directors of YASED, a member of the Turkish Tourism Investors Association and a member of the Board of Directors of IMEAK Merchant Marine.

Lale Develioğlu

Independent Board Member Candidate

Born in Istanbul in 1968, Lale Develioğlu graduated from the Industrial Engineering Department at Boğaziçi University and pursued her postgraduate studies at Rensselaer Polytechnic University in USA. She started her professional career in 1992 at Unilever and acted as Marketing Director between 1998-2003. In the end of 2003, Mrs. Develioğlu started working in Turkcell and acted as Chief Marketing Officer responsible from Consumer Business between 2006-2011 and VP of International Businesses and Subsidiaries between 2011-2014. Mrs. Develioğlu has started working in Yıldız Holding and acted as Global Marketing President in Pladis, Yıldız Holding's UK based global snacks company until 2018. Mrs. Develioğlu acted as board member for several companies in telecommunication, technology, FMCG, consumer durables and retail industries across Türkiye, Middle East, CIS countries and Europe. She currently serves as board member at Aksa Akrilik, Coca-Cola İçecek, Anadolu Isuzu and as board advisor at Nobel İlaç. Mrs. Develioğlu also supports companies as a strategic advisor and business mentor. She was selected as "Best Marketing Person" of Türkiye in 2009; won the "Women to Watch" award for Marketing in 2014 and was listed among "Top 25 CMOs" in Global Creativepool Annual in 2018. She has served as Executive Board Member of Advertisers' Association of Türkiye (RVD) and Advertising Self-regulatory Body in Türkiye (RÖK) for 6 years. She is the vice-president of the Board Directors Association, board member of the DCRO Risk Institute as well as serving as the chairperson of the Qualified Risk Directors Governance Council. She is also one of the founding board members of Women on Board Association in Türkiye. She is the author of the business and memoir book titled 'Karar Verdim'. She meets all the requirements for independent member criteria as specified in the CMB's Corporate Governance Principles.

Emin Ethem Kutucular

Independent Board Member Candidate

Born in Izmir in 1963, Ethem Kutucular completed his secondary and high school education at Bornova Anatolian High School and graduated from Boğaziçi University, Faculty of Economics and Administrative Sciences, Department of Business Administration. In 1986, Mr. Kutucular started his professional career as an assurance assistant in the Istanbul office of Arthur Andersen & Co ("AA&Co") and served as Senior Assurance Assistant in the Atlanta office of AA&Co between 1987 and 1989. After 1989, Mr. Kutucular continued to work at AA&Co Istanbul office and was admitted to the Partnership as Partner in 1997. In 2002, he became a Partner in the Assurance Department at Ernst & Young ("EY") Turkey office and served as the Head of Assurance at EY between 2004 and 2012. Subsequently, he served as EY Turkey Markets

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Leader and Executive Committee member together with his engagement Partner duties. Throughout his career, he has been involved in the assurance work of many large-scale industrial organizations in Türkiye, as well as in consultancy and corporate finance projects. During his energy sector leadership roles, he was involved in the audit of the energy and electricity market in Romania. Ethem Kutucular is an Independent Certified Public Accountant (SMMM) and owns Independent Auditor Certificate from Public Oversight Board of Türkiye. He has been a member of YASED (International Investors Association). Mr. Kutucular fulfills all requirements of the independent member criteria specified in the CMB's Corporate Governance Principles.

İlhami Koç

Independent Board Member Candidate

With over 35 years of experience in management and finance, including investment banking, capital markets, venture capital, and insurance, he has served as a senior executive in leading financial institutions in Türkiye. He has also undertaken various voluntary roles in both local and international organizations. Mr. Koç graduated from Ankara University Faculty of Political Sciences in 1986 and started his career the same year at the Board of Inspectors of Türkiye İş Bankası A.Ş. After holding various positions related to capital markets at İş Bankası, he was appointed as the General Manager of İş Girişim Sermayesi Yatırım Ortaklığı A.Ş. in 2001. He then served as the General Manager of İş Yatırım Menkul Değerler A.Ş., Türkiye's largest investment banking institution, from 2002 to 2013. At the beginning of 2013, Koç was appointed Deputy General Manager at Türkiye İş Bankası A.Ş., and from 2016 to 2019, he served as the CEO of Anadolu Sigorta A.Ş. After retiring from the İçbank Group in 2019, he joined Ernst & Young Türkiye, one of the world's leading consulting firms, as a partner. He continues to work at the same company as a business partner. In addition to his professional roles, Koç has served on the boards of numerous companies both in Türkiye and abroad; between 2014 and 2018, he was the Chairperson of the Turkish Capital Markets Association. He has also been a Board Member of the International Capital Market Association and Borsa İstanbul A.Ş. Mr. Koç fulfills all requirements of the independent member criteria specified in the CMB's Corporate Governance Principles.

Hüseyin Murat Akın

Independent Board Member Candidate

Hüseyin Murat Akın graduated from Princeton University with a degree in Electrical Engineering and Computer Science and completed his MBA in Marketing and Finance at the University of Chicago Graduate School of Business.

He began his professional career in 1981 as a Marketing Engineer at Hewlett-Packard, after which he served as Vice President of Finance and Regional Sales Manager at Madra-Akın Edible Oil and Soap Company and later as Brand Manager at Procter & Gamble. Between 1989 and 1998, Akın held various roles at The Coca-Cola Company before joining Coca-Cola İçecek in 1999, where he served as Sales and Marketing Director, Commercial Director, General Manager of Türkiye, and President of International Operations.

He subsequently served as Deputy CEO of Anadolu Efes, CEO of Coca-Cola Beverages Africa, and CEO of the Sütas Dairy Group. In 2019, he founded HMA Project Consulting, and from 2020 to 2022, he served as a faculty member at Özyeğin University's School of Business. He was the CEO of Anadolu Birlik Holding between 2022 and 2023. Since 2023, Akın has been an Independent Board Member at ABC Deterjan, where he also served as CEO between 2024 and 2025.

A graduate of Robert College, with more than 30 years of senior leadership experience in the FMCG sector, Akın has led multi-country operations across emerging markets. Hüseyin Murat Akın meets all the requirements for independent member criteria as specified in the CMB's Corporate Governance Principles.

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Information Document for Coca-Cola İçecek A.Ş. General Assembly

Annex 3: Independent Board Member Candidates' Statement of Independent Status

Below is the convenience translation of the Statement of Independent Status and signed versions are provided in the Information Document prepared in Turkish.

"I hereby declare and state that

  • No employment relationship has been established during the last five years between me, my spouse and my relatives by blood or marriage up to second degree and the company, partnerships which the company controls the management of or has material influence over or shareholders who control the management of or have material influence over the company and legal entities which these shareholders control the management of, which has caused me to assume important duties and responsibilities in an executive position nor have I/we individually or jointly held more than 5% of the capital or voting rights or privileged shares in or established a material business relationship with the same,
  • I was not a shareholder of (%5 and more) nor held an executive position which would cause me to assume important duties and responsibilities or officiated as a board member, during the last five years, in any company from or to which the company purchases or sells a substantial quantity of services or products based on agreements made, during the periods these services or products were sold or purchased including especially those companies which carry out audit (including tax audits, legal audits, internal audits), rating and consultancy services for the company,
  • I have the professional education, knowledge and experience necessary to duly carry out the duties which I shall assume due to my position as an independent board member,
  • I am not a full time employee with any public entity or organization following my election as a member with the exception of employment as a university professor provided that such employment is in compliance with the laws and regulations that are applicable to universities,
  • I am assumed to be a resident in Türkiye in accordance with the Income Tax Law dated 13.12.1960, numbered 193;
  • I have strong ethical standards, professional reputation and experience that shall allow me to contribute positively to the activities of the company, maintain partiality in conflicts of interests between the company and its shareholders and decide freely by taking into account the rights of beneficiaries;
  • I am able to dedicate a sufficient amount of time to the affairs of the company in a manner to follow up the conduct of company activities and duly perform the duties I have assumed,
  • I did not officiate as a board member at the board of directors of the company for longer than 6 years during the last ten years,
  • I am not officiating as an independent board member with more than three of the companies which the company controls or shareholders that control the management of the company control the management and in total more than five of the companies which are traded on the stock exchange
  • I am not registered and announced as a board member representing a legal entity

and thus I shall carry out the duties imposed upon me due to my being a board member as an independent member."

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