OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

Disclosure of Beneficial Interests inShares ....................................................Shareholders becoming direct or indirect holders of 5%, 10%, 15%, 20%, 25%, 331 ⁄ 3 %, 50%, 66 2 ⁄ 3 % or 75% or more of the issued share capital or voting rights of apublic company in Turkey are required to notify the CMB, the ISE and the publiccompany of such acquisition and, thereafter, to notify the ISE and the publiccompany of their transactions in the shares or voting rights of such public companywhen the total number of the shares or voting rights traded falls below or exceedssuch thresholds. The names, domiciles and the number of shares or voting rightspurchased by such persons must be included in a notice sent to the CMB and the ISE,and the identity of such persons is publicly disclosed in Turkey by the ISE. AlthoughCMB regulations require that investors who purchase 5% or more of the shares in apublic offering be disclosed to the CMB and the ISE by the underwriters, as a matterof market practice, the underwriters will disclose the following information regardingall investors to the CMB and the ISE: (i) name, (ii) field of activity, (iii) nationality,and (iv) whether the investor has purchased the Class C Shares on behalf of a client.See "Description of the Share Capital— Disclosure of Beneficial Interests in Shares."Dividends ................................................. Holders of the Class C Shares will be entitled to receive dividends paid, if any, forthe Class C Shares declared after the closing date of this offering in respect of the2006 financial year, and in respect of subsequent years. We cannot assure you that inany given year a dividend will be declared at all. See "Dividends and DividendPolicy," "Description of the Share Capital—Dividend Distribution and Allocation ofProfits" and "Taxation."Voting Rights ........................................... Holders of Class C Shares are entitled to one vote per Class C Share. Out of the tenmembers of our board of directors, six will be nominated by the holders of Class AShares, three will be nominated by the holders of Class B Shares and the remainingdirector will be elected from among the persons nominated by any shareholder. Thedirectors representing the Class A Shares will nominate and the board will appointthe managing director, subject to the approval of at least two directors representingthe holders of Class B Shares. See "Description of the Share Capital—VotingRights," "—Board of Directors" and "—Managing Director."Proposed Listing and Trading.................. We have applied to the ISE for listing under the symbol "CCOLA." Prior to thisoffering, there has been no public market for any class of our securities. Trading ofthe Class C Shares on the ISE is expected to commence on or about May 12, 2006.Settlement Procedures.............................. Payment for the Class C Shares is expected to be in New Turkish Lira in same-dayfunds. If you do not maintain a custody account in Turkey, you are required to open acustody account with a recognized Turkish depositary in order to make payments ofNew Turkish Lira and receive Class C Shares. You must provide details of suchcustody accounts to Credit Suisse no later than May 5, 2006. The Class C Shares willbe delivered to your Turkish custody account on or about the closing date, subject totimely provision of account details.Identification Number.............................. ISIN: TRECOLA00011Risk Factors.............................................. You should read "Risk Factors" for a discussion of factors that you should considercarefully before deciding to invest in our Class C Shares.Our address is Esenşehir Mah., Erzincan Caddesi No: 36, 34776 Ümraniye, Istanbul, Turkey. Our telephone number is+90 216 528 4000.Summary CCI Consolidated Financial and Operating DataThe following table presents the summary consolidated financial data of CCI as of and for the years endedDecember 31, 2003, 2004 and 2005.The consolidated statements of income data and the consolidated statements of cash flows data for the years endedDecember 31, 2003, 2004 and 2005, as well as the consolidated balance sheet data as of December 31, 2003 and 2004, havebeen extracted from our IFRS Financial Statements that are included elsewhere in this offering memorandum.Our IFRS Financial Statements have been restated for the changes in the general purchasing power of the New TurkishLira as of December 31, 2005 based on IAS 29, "Financial Reporting in Hyperinflationary Economies." IAS 29 requires thatfinancial statements prepared in the currency of a hyperinflationary economy be stated in terms of the measuring unit current atthe date of the most recently presented balance sheet, which for the purposes of this document is December 31, 2005, and that