OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

If we fail to manage our growth and integrate our acquired businesses effectively, our business and financial results could beadversely affected.Our acquisition of a controlling interest in Efes Invest increased our size and geographic scope, and we must devotesignificant management time and financial resources to integrate and manage the expanded business. In order to manage theday-to-day operations of our expanded business, we must overcome cultural and language barriers and assimilate differentbusiness practices. Although our business in each of our markets consists of producing, selling and distributing primarily brandsof The Coca-Cola Company, each country in which we operate presents specific challenges and is in a different stage ofeconomic and technological development. For example, although we plan to extend the sales, marketing and distributionsystems we have developed through the use of advanced information technology in our Turkish operations, this may not beachievable in our newly acquired operations due to the lack of infrastructure in the countries. The use of different informationtechnology systems in our business segments may make our financial reporting and consolidation activities more challenging inthe near term. Furthermore, we recently acquired the Coca-Cola bottling operations in Jordan, which have been underperformingin recent years. Although we believe that our strategy for Jordan will result in improved results in that country, there can be noassurance that these efforts will be successful.Part of our strategy is to continue to examine opportunities for future geographic growth, particularly in the MiddleEast. Any expansion into other territories would require the approval of The Coca-Cola Company, and in most cases wouldrequire the purchase of existing franchised bottlers at fair value. Operating a bottling company is a capital intensive business,and investing in expansion into emerging markets may require us to make substantial capacity investments based on ourexpectations of future volume growth. This would reduce our return on capital in the short term, and the expected volume insuch markets may not materialize as we expect.We believe that we will be successful in managing our growth and integrating our business practices, systems andcontrol. However, there can be no assurance that we will be able to integrate the acquired businesses at the initially planned costor at all, or that we will achieve the synergies we expect, and failure to do so due to any of the foregoing risks, or for any otherreason, could have a material adverse effect on our liquidity, financial condition and results of operations.If we fail to maintain our competitive position, our financial results could suffer.The alcohol-free beverages market is highly competitive in the countries in which we operate. We compete with,among others, bottlers of other international or domestic brands of alcohol-free beverages. A change in the number ofcompetitors or an increase in the level of marketing or investments undertaken by our current competitors may cause a reductionin the consumption of our products and may reduce our market share, or we may be required to make increased marketingexpenditures to remain competitive. In Turkey, we also face increasing competition from private label brands owned by largeretail groups.In addition to facing increased competition from new entrants and from increased marketing spending by ourcompetitors, we face price competition. Typically, other premium beverage manufacturers in our markets match the pricing ofour products. If these competitors successfully change their pricing strategies, however, our ability to raise our prices would berestricted, which could result in lower margins and income. Furthermore, in Kazakhstan, Azerbaijan and Kyrgyzstan, we facesignificant competition from a large number of local bottlers that aggressively compete with us based on price. See "Business—Competition."If the supply of raw materials or packaging materials is interrupted or if the prices of these materials fluctuate, our financialresults could be adversely affected.Our results of operations may be affected by the availability and pricing of raw materials and packaging materials,particularly high fructose corn syrup ("HFCS"), sugar, polyethyleneterapthalate ("PET") resin, aluminum, glass, labels, closuresand plastic crates, some of which are priced in currencies other than New Turkish Lira, which is our functional currency. Theprice of raw materials may be substantially affected by changes in global supply and demand, along with weather conditions,governmental controls, exchange rates, currency controls and other factors. A sustained interruption in the supply of thesematerials would require us to find substitute suppliers acceptable to The Coca-Cola Company and could require us to pay higherprices for such materials. Any significant increase in the prices of these materials will increase our operating costs and depressour margins if we are unable to recover these additional operating costs through the pricing of our products. See "Business—Production—Raw Materials and Purchasing Strategy."Adverse weather conditions or decreased tourism in the summer months could reduce demand for our products.