OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

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• developing customer and point-of-sales marketing activities.• focusing on revenue and profit growth by promoting higher-margin brands and packages;• rolling out advanced channel-focused sales and distribution systems to our international markets where applicable;• refining our business models to restructure acquired operations;• maintaining a competitive edge in information systems; and• continuing to build employee excellence through attracting, developing and retaining highly skilled people andfocusing on ongoing training and education.Business SegmentsOur operations are divided into two business segments, (i) operations in Turkey and (ii) international operations. Theseoperations are supported by centralized functions at our headquarters in Istanbul. On a pro forma basis, our operations in Turkeyaccounted for YTL1,171.4 million (88.1% of total net sales) in 2005, and 86.4% of total unit case sales volume in 2005. See"Unaudited Pro Forma Consolidated Financial Information."Risk FactorsPrior to investing in the Class C Shares, prospective investors should carefully consider the information set forth underthe headings "Risk Factors" and "Forward-Looking Statements," as well as the other information in this offering memorandum,including in the IFRS Financial Statements and related notes.
The OfferingThe International Offering....................... 3,421,917,800 Class C Shares are being offered in the international offering. TheClass C Shares are being offered and sold (i) in the United States only to qualifiedinstitutional buyers ("QIBs") in reliance on Rule 144A, and (ii) outside the UnitedStates and Turkey to certain persons in offshore transactions in reliance onRegulation S.The Turkish Offering............................... 1,610,314,300 Class C Shares are being offered in the Turkish offering. The Turkishoffering will be open from May 3 to May 5, 2006 (inclusive) and the Class C Sharesoffered are being offered and sold on an underwritten basis by a syndicate of Turkishfinancial institutions. The allocation between the international offering and theTurkish offering is subject to change. See "Plan of Distribution."The Selling Shareholders......................... The Coca-Cola Company, Özgörkey Holding and our subsidiary CCSD are offeringa total of 5,032,232,100 Class C Shares. See "The Selling Shareholders."Shares Outstanding .................................. Our outstanding share capital is separated into Class A Shares, Class B Shares andClass C Shares, with each share in each class having a nominal value of Ykr1.As of the date of this offering memorandum, we have 24,958,977,000 sharesoutstanding, including an aggregate of 11,847,547,136.9 Class C Shares, representing47.5% of our total outstanding shares.Anadolu Efes beneficially owns all of our outstanding Class A Shares and4,783,535,809.7 Class C Shares, representing 51.2% of our total outstanding shares.The Coca-Cola Company beneficially owns all of our outstanding Class B Sharesand 3,840,000,000 Class C Shares representing 35.9% of our total outstanding shares.Our outstanding Class C Shares are beneficially owned by The Coca-Cola Company,Özgörkey Holding and CCSD and certain other shareholders, including AnadoluEfes. For more detailed information, see "Principal Shareholders and Related PartyTransactions."Before and after the offering, we will have 24,958,977,000 shares outstanding,including an aggregate of 11,847,547,136.9 Class C Shares, representing 47.5% ofour total outstanding shares.Over-Allotment Option............................ The Coca-Cola Company and Özgörkey Holding have granted to the underwriters anover-allotment option, which, due to applicable Turkish law requirements, isexercisable only upon notice by İş Investment for the period commencing on the lastday of the bookbuilding period for the Turkish offering and ending 30 days after thecommencement of trading of the Class C Shares on the ISE. Pursuant to theover-allotment option, İş Investment, subject to consultation with and the approval ofCredit Suisse, to the extent permitted by applicable laws and regulations, may requirethese selling shareholders to sell up to an additional 753,522,400 Class C Shares atthe offer price solely to cover over-allotments, if any, made in connection with theoffering. See "Plan of Distribution."Offer Price................................................ YTL7.25 per round lot of 100 Class C Shares. Class C Shares must be purchased inround lots.Use of Proceeds........................................ We will not receive any proceeds from the offering directly. We expect oursubsidiary, CCSD, to receive approximately YTL87.1 million in net proceeds, afterdeducting underwriting discounts and commissions and CCSD's pro rata share of theestimated operating expenses. We intend to use these proceeds principally for capitalexpenditures in 2006 and, to the extent proceeds are not required for such purpose,for the prepayment of a portion of the amount outstanding under a $55 million creditfacility under which CCSD is the borrower. See "Management's Discussion andAnalysis of Financial Condition and Results of Operations—Future Liquidity,Financing Arrangements and Commitments—Borrowings and Capital Funding."Lock-up Agreements ............................... We and certain of our shareholders have agreed, subject to certain exceptions, not tooffer or sell any shares of CCI, or securities convertible or exchangeable into sharesof CCI, other than pursuant to this offering for a period of 180 days following thedate of this offering memorandum without the consent of Credit Suisse. See "Plan ofDistribution."Transfer Restrictions................................ The Class C Shares will be subject to certain restrictions on transfer as describedunder "Transfer Restrictions."
Page 1 and 2: OFFERING MEMORANDUM CONFIDENTIAL5,0
Page 4 and 5: Neither we, the selling shareholder
Page 7 and 8: ENFORCEABILITY OF CIVIL JUDGMENTSCC
Page 9 and 10: PRESENTATION OF FINANCIAL AND OTHER
Page 11 and 12: FORWARD-LOOKING STATEMENTSThis offe
Page 13: market in Europe for products of Th
Page 17 and 18: corresponding figures for previous
Page 19 and 20: 2004 and 2005, respectively, and 32
Page 21 and 22: Sales of alcohol-free beverages are
Page 23 and 24: Our principal shareholders have the
Page 25 and 26: integration into the European Union
Page 27 and 28: part of governmental authorities; a
Page 29 and 30: of all of the companies with equity
Page 31 and 32: • the remainder of the net profit
Page 33 and 34: In February 2005, the SIS substitut
Page 35 and 36: statutory books is slightly lower t
Page 37 and 38: 2005 2004 2003(audited)(in thousand
Page 39 and 40: Minority share ownership...........
Page 41 and 42: on the consolidated balance sheets.
Page 43 and 44: "Package mix" refers to the relativ
Page 45 and 46: to the total amount of qualifying c
Page 47 and 48: Xpress in April 2005. These increas
Page 49 and 50: We had net other expense of YTL12.3
Page 51 and 52: Marketing and advertising expense i
Page 53 and 54: Net cash used in investing activiti
Page 55 and 56: In 2004, the increase in net workin
Page 57 and 58: upon with the bank on a case-by-cas
Page 59 and 60: Interest Rate RiskOur interest rate
Page 61 and 62: We record a valuation allowance to
Page 63 and 64: Attractive Growth MarketsWe operate
Page 65 and 66:
In June 1996, The Coca-Cola Company
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The following table compares the pe
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have received special authorization
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2005 2004 2003Unit CaseSales Volume
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The sports drinks segment is a rela
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Indirect DistributionIn addition to
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CC Kazakhstan was established in 19
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CC Kazakhstan's share of the bottle
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We believe that Azerbaijan's demogr
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Piko (2) ..........................
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consolidation in recent years and,
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The following table shows the packa
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"Peak season production capacity" i
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Turkey:Ankara......................
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We intend to explore possible syner
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and producers and distributors, whi
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We have implemented systems that we
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(2) These properties are not curren
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Our senior management is responsibl
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Group, Mr. Zorlu worked for Turkish
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Consistent with our commitment to l
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Anadolu EfesEstablished in 1966, An
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Coca-Cola Company may, in its sole
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distribution or sale of any product
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certain approved containers of The
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Resolution the Trade RegistryGazett
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Class B Shareholders pursuant to wh
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Notices covering general meetings (
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In the event any party or parties a
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AuditorsPursuant to our articles of
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implementation of the New Turkish L
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Insider TradingInsider trading is d
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The Republic of TurkeyThe following
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Gains from the sale, exchange, or o
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• certain former citizens or long
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Subject to the discussion below und
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In addition, until 40 days after th
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(1) The purchaser acknowledges that
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In our opinion, the consolidated fi
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Coca-Cola İçecek Anonim Şirketi
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Coca-Cola İçecek Anonim Şirketi
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a) the restatement for changes in t
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• Non-monetary assets and liabili
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The functional currency of Efes Sı
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Goodwill arising from acquisitions
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Financial assets and liabilities ar
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121,424 88,516 78,7545. INVESTMENTS
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Accumulated Impairment .... (8,123)
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Management premium /bonus accrual f
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The legal reserves are not availabl
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The Group is subject to taxation in
Page 167 and 168:
The Group's objective is to maintai
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OtherBeverage Partners Worldwide...
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Cash and cash equivalents .........
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Efes Sınai Yatırım Holding Anoni
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1. CORPORATE INFORMATIONGeneralEfes
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Trade receivables—net ...........
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Investments classified as available
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arising from the business combinati
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differences will reverse in the for
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Less impairment for ACCB and Kuban
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2005 2004Trade accounts payable....
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2005 2004Net profit attributable to
Page 191 and 192:
Total depreciation and amortization
Page 193 and 194:
For the purposes of consolidated fi
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Political and Economic Environment
Page 197 and 198:
Credit risk arises from the possibi
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2004Domestic Foreign Elimination Co
Page 201 and 202:
Page 203 and 204:
Page 205 and 206:
Dış Ticaret Ltd. Şti.)(*) The li
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activities. The equity and net inco
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The Group presents assets subject t
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Deferred income tax is provided, us
Page 213 and 214:
2004 2003ACCB......................
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The effective interest rates at the
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There have been no other transactio
Page 219 and 220:
Major components of income tax expe
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Balances with related parties as of
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Bishkek CC is subject to corporate
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The Group does not hedge its foreig
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ANNEX ASUMMARY OF CERTAIN SIGNIFICA
Page 229 and 230:
As to U.S. LawAs to Turkish LawWhit
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OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

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