OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

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and the number of Class C Shares that each selling shareholder will beneficially own after the offering (assuming the overallotmentoption is exercised).Selling ShareholderThe Coca-ColaClass C Shares BeneficiallyOwned Prior to the Offering% of Class CNumber SharesClass C Shares Offered in theOfferingNumber without Number withOver-Allotment Over-AllotmentClass C Shares BeneficiallyOwned After the Offering withOver-Allotment% of Class CNumber SharesCompany (1) .................... 3,840,000,000.0 32.4 3,201,877,600.0 3,840,000,000.0 — —Özgörkey Holding (2) ......... 1,969,471,861.0 16.6 577,000,000.0 692,400,000.0 1,277,071,861 10.8CCSD (3) ............................ 1,253,354,597.5 10.6 1,253,354,500.0 1,253,354,500.0 97.5 —(1) Held of record by The Coca-Cola Export Corporation. The business address of The Coca-Cola Export Corporation isOne Coca-Cola Plaza, N.W., Atlanta, Georgia, United States of America.(2) The business address of Özgörkey Holding is Kemalpaşa Caddesi No: 12, 35060, Pınarbaşı, Izmir, Turkey.(3) The business address of CCSD is Dereiçi Değirmenbahçe Caddesi Asena Sok. No: 30, Yenibosna 34350, Istanbul,Turkey.CCSD is our sales and distribution subsidiary. You should read "Principal Shareholders and Related PartyTransactions—Principal Shareholders" for additional information on the selling shareholders and a description of ourrelationship with each of The Coca-Cola Company and Özgörkey Holding.USE OF PROCEEDSCCI will not receive any proceeds from this offering directly. We expect our subsidiary, CCSD, to receiveapproximately YTL87.1 million in net proceeds, after deducting underwriting discounts and commissions and CCSD's pro ratashare of the estimated offering expenses. We intend to use these proceeds principally for capital expenditures in 2006 and, to theextent proceeds are not required for such purpose, for the prepayment of a portion of the amount outstanding under a $55 millioncredit facility under which CCSD is the borrower. See "Management's Discussion and Analysis of Financial Condition andResults of Operations—Future Liquidity, Financing Arrangements and Commitments—Borrowings and Capital Funding."DIVIDENDS AND DIVIDEND POLICYIn accordance with Turkish law, the distribution of profits and the payment of an annual dividend in respect of thepreceding financial year will be recommended by the board of directors each year for approval by the shareholders at the annualgeneral meeting, which must be held within three months following the end of the preceding fiscal year. Dividends are payableon a date determined at the annual general meeting of shareholders and are required by the CMB to be paid on a date no laterthan the end of the fifth month following the end of the preceding fiscal year. Distribution of dividends can be made in the formof cash or bonus shares, or a combination of both. Each share entitles its holder to the same amount of dividend.2% of our annual profit before taxes and other similar mandatory payments is set aside by the general meeting ofshareholders for donations to Anadolu Eğitim ve Sosyal Yardım Vakfı (Anadolu Education and Social Aid Foundation) so longas it maintains its tax-exempt status, and 1% to another tax-exempt foundation to be determined by the shareholders owning amajority of the Class B shares, provided that the first legal reserve is set aside and first dividends are distributed. The remainingannual profit is distributed in accordance with our articles of association after deducting required amounts and setting asiderequired reserves and deducting the previous year's losses, if any, prescribed by the Turkish Commercial Code in the followingrequired order:• 5% of the net profit will be allocated to the first legal reserve (donations described below made within the relevantfiscal year will be included in the gross amount of distributable profit when calculating the first legal reserve);• a first dividend is paid to shareholders in the amount specified by the CMB (donations described below madewithin the relevant fiscal year will be included in the gross amount of distributable profit when calculating the firstdividend);
• the remainder of the net profit may be (i) distributed in full or in part to the shareholders as a second dividend, or(ii) set aside as extraordinary reserves pursuant to a resolution of the general meeting of shareholders; and• 10% of the amount of dividends paid to shareholders after deducting 5% of our paid-in capital must be set aside asa second reserve.The calculation of reserves described above are performed using statutory financial statements prepared according tothe Turkish Commercial Code and Turkish tax legislation, which may differ from our IFRS accounts significantly due todifferent depreciation, expense and revenue, and foreign exchange gain and loss recognition standards and consolidationrequirements. When we become a public company, calculation of dividends will be based on the financial statements prepared inaccordance with CMB Principles. See "Presentation of Financial and Other Information—Financial Statements."The CMB requires the distribution of a minimum of 30% of distributable profit as reported in the financial statementsprepared in accordance with CMB Principles as the first dividend (described in the second bullet point above) either in cash or asbonus shares or as a combination of both for public companies. This requirement did not affect our dividend distribution withrespect to 2005 because we were not a public company in 2005. However, if the CMB imposes similar requirements withrespect to 2006, we will be required to distribute with respect to 2006 at least 30% of our distributable profit as the first dividend.The CMB may, from time to time, change the amount of dividends required to be distributed by public companies.Pursuant to the Turkish Capital Markets Law, public companies may distribute interim dividends in accordance withthe following criteria:• interim dividends must be based on quarterly audited financial statements prepared in accordance with the TurkishTaxation Code;• interim dividends cannot exceed 50% of the net profits for the relevant interim period;• the aggregate amount of interim dividends in one fiscal year cannot exceed the lesser of (x) 50% of distributableprofits for the previous fiscal year, or (y) the extraordinary reserves approved by the general assembly ofshareholders;• any interim dividends previously paid must be deducted from any subsequent interim dividend payments withinthe same fiscal year;• the articles of association of the company must permit the distribution of interim dividends and the generalmeeting of shareholders must authorize the board of directors to declare such distributions for each year that theywish to have interim dividend distributions; and• holders of privileged classes of shares and any non-shareholders entitled to receive dividends are not allowed toreceive interim dividends.Currently, our articles of association allow us to distribute interim dividend payments to our shareholders.Under Turkish law, the statute of limitations in respect of annual or interim dividend payments is a period of five yearsfollowing the date of the general assembly meeting of shareholders approving the distribution, after which time uncollecteddividends are transferred to the Government.Dividends have historically been payable on our shares. The following table shows the aggregate amounts paid toholders of our shares in each of the past five fiscal years and to date in 2006. Dividends paid historically are not necessarilyrepresentative of dividends to be paid in the future.Year Dividend Paid (1) :Aggregate HistoricAmounts (2)Historic AmountsPer ShareAggregate RestatedAmounts (3)Restated AmountsPer Share(in thousands of YTL) (YTL) (in thousands of YTL) (YTL)2001........................................ 6,838 0.000229 18,037 0.0006032002........................................ — — — —2003........................................ 14,388 0.00064 17,057 0.000762004........................................ 35,000 0.00156 39,116 0.001752005........................................ 78,390 0.00314 79,644 0.00319
Page 1 and 2: OFFERING MEMORANDUM CONFIDENTIAL5,0
Page 4 and 5: Neither we, the selling shareholder
Page 7 and 8: ENFORCEABILITY OF CIVIL JUDGMENTSCC
Page 9 and 10: PRESENTATION OF FINANCIAL AND OTHER
Page 11 and 12: FORWARD-LOOKING STATEMENTSThis offe
Page 13 and 14: market in Europe for products of Th
Page 15 and 16: The OfferingThe International Offer
Page 17 and 18: corresponding figures for previous
Page 19 and 20: 2004 and 2005, respectively, and 32
Page 21 and 22: Sales of alcohol-free beverages are
Page 23 and 24: Our principal shareholders have the
Page 25 and 26: integration into the European Union
Page 27 and 28: part of governmental authorities; a
Page 29: of all of the companies with equity
Page 33 and 34: In February 2005, the SIS substitut
Page 35 and 36: statutory books is slightly lower t
Page 37 and 38: 2005 2004 2003(audited)(in thousand
Page 39 and 40: Minority share ownership...........
Page 41 and 42: on the consolidated balance sheets.
Page 43 and 44: "Package mix" refers to the relativ
Page 45 and 46: to the total amount of qualifying c
Page 47 and 48: Xpress in April 2005. These increas
Page 49 and 50: We had net other expense of YTL12.3
Page 51 and 52: Marketing and advertising expense i
Page 53 and 54: Net cash used in investing activiti
Page 55 and 56: In 2004, the increase in net workin
Page 57 and 58: upon with the bank on a case-by-cas
Page 59 and 60: Interest Rate RiskOur interest rate
Page 61 and 62: We record a valuation allowance to
Page 63 and 64: Attractive Growth MarketsWe operate
Page 65 and 66: In June 1996, The Coca-Cola Company
Page 67 and 68: The following table compares the pe
Page 69 and 70: have received special authorization
Page 71 and 72: 2005 2004 2003Unit CaseSales Volume
Page 73 and 74: The sports drinks segment is a rela
Page 75 and 76: Indirect DistributionIn addition to
Page 77 and 78: CC Kazakhstan was established in 19
Page 79 and 80: CC Kazakhstan's share of the bottle
Page 81 and 82:
We believe that Azerbaijan's demogr
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Piko (2) ..........................
Page 85 and 86:
consolidation in recent years and,
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The following table shows the packa
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"Peak season production capacity" i
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Turkey:Ankara......................
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We intend to explore possible syner
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and producers and distributors, whi
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We have implemented systems that we
Page 99 and 100:
(2) These properties are not curren
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Our senior management is responsibl
Page 103 and 104:
Group, Mr. Zorlu worked for Turkish
Page 105 and 106:
Consistent with our commitment to l
Page 107 and 108:
Anadolu EfesEstablished in 1966, An
Page 109 and 110:
Coca-Cola Company may, in its sole
Page 111 and 112:
distribution or sale of any product
Page 113 and 114:
certain approved containers of The
Page 115 and 116:
Resolution the Trade RegistryGazett
Page 117 and 118:
Class B Shareholders pursuant to wh
Page 119 and 120:
Notices covering general meetings (
Page 121 and 122:
In the event any party or parties a
Page 123 and 124:
AuditorsPursuant to our articles of
Page 125 and 126:
implementation of the New Turkish L
Page 127 and 128:
Insider TradingInsider trading is d
Page 129 and 130:
The Republic of TurkeyThe following
Page 131 and 132:
Gains from the sale, exchange, or o
Page 133 and 134:
• certain former citizens or long
Page 135 and 136:
Subject to the discussion below und
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In addition, until 40 days after th
Page 139 and 140:
(1) The purchaser acknowledges that
Page 141 and 142:
In our opinion, the consolidated fi
Page 143 and 144:
Coca-Cola İçecek Anonim Şirketi
Page 145 and 146:
Coca-Cola İçecek Anonim Şirketi
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a) the restatement for changes in t
Page 149 and 150:
• Non-monetary assets and liabili
Page 151 and 152:
The functional currency of Efes Sı
Page 153 and 154:
Goodwill arising from acquisitions
Page 155 and 156:
Financial assets and liabilities ar
Page 157 and 158:
121,424 88,516 78,7545. INVESTMENTS
Page 159 and 160:
Accumulated Impairment .... (8,123)
Page 161 and 162:
Management premium /bonus accrual f
Page 163 and 164:
The legal reserves are not availabl
Page 165 and 166:
The Group is subject to taxation in
Page 167 and 168:
The Group's objective is to maintai
Page 169 and 170:
OtherBeverage Partners Worldwide...
Page 171 and 172:
Cash and cash equivalents .........
Page 173 and 174:
Efes Sınai Yatırım Holding Anoni
Page 175 and 176:
1. CORPORATE INFORMATIONGeneralEfes
Page 177 and 178:
Trade receivables—net ...........
Page 179 and 180:
Investments classified as available
Page 181 and 182:
arising from the business combinati
Page 183 and 184:
differences will reverse in the for
Page 185 and 186:
Less impairment for ACCB and Kuban
Page 187 and 188:
2005 2004Trade accounts payable....
Page 189 and 190:
2005 2004Net profit attributable to
Page 191 and 192:
Total depreciation and amortization
Page 193 and 194:
For the purposes of consolidated fi
Page 195 and 196:
Political and Economic Environment
Page 197 and 198:
Credit risk arises from the possibi
Page 199 and 200:
2004Domestic Foreign Elimination Co
Page 201 and 202:
Page 203 and 204:
Page 205 and 206:
Dış Ticaret Ltd. Şti.)(*) The li
Page 207 and 208:
activities. The equity and net inco
Page 209 and 210:
The Group presents assets subject t
Page 211 and 212:
Deferred income tax is provided, us
Page 213 and 214:
2004 2003ACCB......................
Page 215 and 216:
The effective interest rates at the
Page 217 and 218:
There have been no other transactio
Page 219 and 220:
Major components of income tax expe
Page 221 and 222:
Balances with related parties as of
Page 223 and 224:
Bishkek CC is subject to corporate
Page 225 and 226:
The Group does not hedge its foreig
Page 227 and 228:
ANNEX ASUMMARY OF CERTAIN SIGNIFICA
Page 229 and 230:
As to U.S. LawAs to Turkish LawWhit
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OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

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