OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

Government and the IMF signed a three-year stand-by agreement, which required the Government to implement certain policychanges and structural reforms. The reforms contributed to economic growth but the economy is still vulnerable to volatility,changes in investor sentiment and political uncertainty. In May 2005, the Government entered into a new three-year stand-byagreement with the IMF. The IMF's support is contingent on Turkey's compliance with the restrictions contained in the stand-byagreement. There can be no assurance that Turkey will be able to meet the conditions of the IMF agreement or that IMF supportfor Turkey will continue.Future negative developments in the Turkish economy could impair our business strategies and have a materiallyadverse effect on our financial condition and results of operations.Political developments in Turkey may have a material adverse effect on our business, financial condition and results ofoperations in the future.Turkey has been governed by a parliamentary democracy since 1923, although the military has in the past played asignificant role in politics and the Government, intervening in the political process through coups in 1960, 1971 and 1980.Unstable coalition Governments have been common, and in the over 80 years since its formation, the Republic of Turkey hashad 59 Governments with political controversies frequently resulting in early elections. The latest in a series of early elections,the national elections held on November 3, 2002 resulted in victory of the Justice and Development Party ("AKP"), which isknown to have Islamic roots. AKP, led by Recep Tayyip Erdoğan, received 34.1% of the votes cast and formed a single partyGovernment in the Grand National Assembly ("GNA"). AKP declared that it would continue to implement the current IMFprogram and the economic policies introduced by the former Government with minor revisions. To date, AKP's economicpolicies have complied with the IMF program and have relatively stabilized the Turkish economy, as discussed above. The nextnational election is expected to be held by 2007 and a change of Government at the next election could lead to a change ineconomic policies. The failure to continue to implement the IMF program may have an adverse effect on the Turkish economyand, as a result, on our financial condition and results of operations.The head of state in Turkey is the President of the Republic of Turkey, who is elected by the GNA. The currentPresident, Ahmet Necdet Sezer, the former head of the Constitutional Court, was elected in May 2000 for a seven-year termwhich will terminate in May 2007. Pursuant to the Constitution, a President cannot be elected twice. The President has had avolatile relationship with the governments formed by the AKP and has vetoed several pieces of legislation passed by the GNA.Increased instability in the Government, including additional conflicts among senior politicians in Turkey, as well as increasedpolitical instability in the Middle East, may adversely affect the Turkish economy, which in turn could adversely affect ourbusiness.Terrorism within Turkey or conflicts in Turkey's neighboring countries may have a material adverse effect on our businessand results of operations in the future.Political uncertainty within Turkey and in certain neighboring countries, such as Iran and Iraq, has historically been oneof the potential risks associated with investment in Turkish companies. Political instability in the Middle East and elsewhereremains an area of concern. The four bombings in Istanbul in November 2003 appear to have had a limited impact on theTurkish economy. However, if similar attacks occur in the future, Turkey's capital markets, as well as the levels of tourism andforeign investment in Turkey, may suffer. In addition, the bombings in the coastal holiday resorts of Çeşme and Kuçadası inJuly 2005 and the threat of future terrorism have had and could continue to have an adverse effect on the Turkish economy.It is possible that further acts of terrorism may be directed against American interests in Turkey, and such acts ofterrorism could be directed against properties and personnel of companies such as ours which are associated with Americaninterests. While our property and business interruption insurance covers damages to insured property directly caused byterrorism, we cannot be certain that such amounts will be sufficient to cover any losses we may incur.Turkey has also had problems with terrorist and ethnic separatist groups in past years. For example, Turkey has been inconflict with the Peoples' Congress of Kurdistan, formerly known as the PKK. After seven years of relative peace, this group hasrecommenced its terrorist attacks mostly in the southeastern part of Turkey but also in Istanbul. If such terrorist attacks continue,it may adversely affect tourism and the Turkish economy, which in turn could adversely affect our business.Uncertainties relating to European Union membership may adversely affect our operating environment and our results ofoperations.Turkey has had a long-term relationship with the European Union. In 1963, it signed an association agreement with theEuropean Union and in 1970 a supplementary agreement was signed providing for a transitional second stage of Turkey's