OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

Trade accounts receivable, net...................................................... 121,424 88,516 78,754Inventories, net.............................................................................. 103,985 90,570 97,252Property, plant and equipment, net............................................... 613,753 481,084 518,437Intangible assets............................................................................ 286,562 2,495 4,127Total assets.................................................................................... 1,234,196 741,038 838,889Liabilities:Short-term borrowings.................................................................. 320,498 49,506 118,557Trade accounts payable................................................................. 45,855 24,270 24,916Amounts due to related parties ..................................................... 32,739 30,828 25,419Long-term debt, less current portion ............................................ 8,722 10,874 30,632Employee benefit obligation......................................................... 17,153 14,440 13,528Total liabilities .............................................................................. 500,850 198,337 280,771Shareholders' Equity:Total shareholders' equity............................................................. 678,999 542,701 558,118Minority interest............................................................................ 54,347 — —Total liabilities, minority interest and shareholders' equity ......... 1,234,196 741,038 838,889RISK FACTORSPrior to making an investment decision, you should carefully consider the risks and uncertainties described below,which are those that we currently believe may materially affect our company and any investment you make in our company. Ifany of these events occur, the trading price of our Class C Shares could decline. Additional risks and uncertainties that do notcurrently exist or of which we are unaware may also become important factors that could adversely affect our company andyour investment.You should also refer to the other information included in this offering memorandum, including our consolidatedfinancial statements and the notes thereto. For additional information, see "Exchange Rates," "Management's Discussion andAnalysis of Financial Condition and Results of Operations," "Business" and "The Turkish Securities Market."Risks Relating to Our Relationship with The Coca-Cola CompanyIf The Coca-Cola Company is unwilling to renew our bottler's agreements or exercises its right to terminate the bottler'sagreements, our business will be adversely affected.We have bottler's agreements with The Coca-Cola Company and The Coca-Cola Export Corporation under which weproduce, sell and distribute The Coca-Cola Company's trademarked beverages in Turkey, Kazakhstan, Azerbaijan, Jordan andKyrgyzstan. Each agreement includes limitations on our ability to market competing brands not owned by The Coca-ColaCompany without its consent. These agreements are fundamental to our business. The trademarked beverages of The Coca-ColaCompany represented 99.2% of our total sales volume in Turkey in the last three fiscal years, and represented 91.1% of the totalsales volume of Efes Invest in the last three fiscal years. Accordingly, our business depends on the willingness of The Coca-ColaCompany to continue to renew the bottler's agreement when it expires. In addition, our business results could be adverselyaffected if the terms on which the bottler's agreements are renewed in the future are not at least as favorable to us as the currentterms.The Coca-Cola Company has a unilateral right to terminate the bottler's agreements upon the occurrence of certainevents described in the bottler's agreements, which would also automatically terminate our distribution rights. In addition, TheCoca-Cola Company has the unilateral right to terminate the distribution agreement relating to our Turkish operations for anyreason upon three months' written notice. See "Principal Shareholders and Related Party Transactions—Our Relationship withThe Coca-Cola Company." If The Coca-Cola Company exercises its right to terminate our agreements upon the occurrence ofany of those events, or, upon expiration of the term of any of the bottler's agreements or the distribution agreement for ourTurkish operations, either is unwilling to renew these agreements or imposes terms less favorable to us than those that arecurrently in place, this will have a material adverse effect on our business, operating results and financial condition.The Coca-Cola Company has various rights under the bottler's agreements that, if exercised, could adversely affect ourresults or our ability to grow.The purchase of concentrate from The Coca-Cola Company or its authorized suppliers represents our most significantraw materials cost, amounting to 40.3%, 40.2% and 39.5% of the total cost of raw materials for our Turkish operations in 2003,