OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

Nonetheless, Israel maintains offshore maritime control as well as airspace control. The future political status of the Gaza Striphas yet to be determined.Jordan.Events in neighboring countries will continue to have a significant impact on Jordan's economy and our business inEconomic and political developments in Jordan may have a material adverse effect on our business, financial condition andresults of operations in Jordan.Jordan is a small country with inadequate supplies of water and other natural resources such as oil. Debt, poverty, andunemployment are fundamental problems. King Abdullah II, since assuming the throne in 1999, has undertaken some broadeconomic reforms in a long-term effort to improve living standards. In the past three years, the government has worked closelywith the IMF, practiced careful monetary policy, and made substantial progress with privatization. The government has alsoliberalized the trade regime. These measures have helped improve productivity and have encouraged foreign investment in thecountry. However, there can be no assurance that Jordan will continue to implement its current government and fiscal policies inthe future.Although the present government is committed to its liberalization policies, existing laws may be appliedinconsistently, swift enforcement of the laws may not always be available and the interpretation of existing laws may be unclear.In addition, many enforcement agencies have been recently established and are in the process of evolving. Therefore, theirresources and their ability to enforce the law may be limited.While the Jordanian government's policies have generally resulted in improved economic performance in recent years,such level of performance may not be sustained in the future. There can be no assurance that Jordan will continue to implementits current government and fiscal policies in the future, or that external developments such as the price of oil will not adverselyaffect Jordan's economy and our business in Jordan.Risks Relating to an Investment in Our Class C SharesThere has been no prior public market for our Class C Shares, and our Class C Shares may experience price and volumefluctuations.Prior to this offering, there has been no public market for any class of our securities in or outside of Turkey. We cannotoffer any assurance that a market for the Class C Shares will develop or, if such a market does develop, that it will continue.After the offering, we expect that approximately 20.2% of our Class C Shares will be held by persons other than our principalshareholders (approximately 23.2% if the over-allotment option is exercised in full). The limited public market for the Class CShares may impair the ability of holders to sell them in the amount and at the price and time such holders may wish to do so, andmay increase the volatility of the price of the Class C Shares.The initial offer price for the Class C Shares offered in this offering has been determined by agreement between us, theselling shareholders and the underwriters. Among the factors considered in making such determination were the history of andthe prospects for the industry in which we compete, an assessment of our management, our present operations, the historicalresults of our operations and the trend of our net sales, our prospects for future earnings, the general condition of the securitiesmarkets at the time of the offering and the prices of similar securities of generally comparable companies. The offer price of ourClass C Shares may not be indicative of the market price for such securities after the listing. The trading price of our Class CShares could also be subject to significant fluctuations in response to variations in our and our competitors' financialperformance, general market conditions and other factors. In addition, international financial markets have from time to timeexperienced price and volume fluctuations which have been unrelated to the operating performance or prospects of individualcompanies. Consequently, the trading market for, and the liquidity of, our Class C Shares may be materially adversely affectedby general declines in the market or by declines in the market for similar securities.As is the case for the equity securities of many emerging market issuers, the market value of our Class C Shares may besubject to significant fluctuation, which may not necessarily be related to our consolidated financial performance.The Istanbul Stock Exchange is less liquid than other major exchanges and may be more volatile, which may adversely affectyour ability to trade Class C Shares purchased in the offering.The principal trading market for our Class C Shares will be the ISE. The ISE is considerably smaller and less liquidthan securities markets in the United States and the United Kingdom. As of December 31, 2005, the total market capitalization