OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

Invest and CC Jordan. Our consolidated income statement for the year ended December 31, 2005 reflects the acquisition of EfesInvest from November 15, 2005.In 2005, on a consolidated basis, we sold 317.6 million unit cases of CSDs and NCBs (including 5.6 million unit casessold by Efes Invest from November 15, 2005), resulting in net sales of YTL1,190.4 million, net income of YTL79.6 million andEBITDA of YTL193.5 million. For a description of how we calculate EBITDA and a reconciliation of profit from operations toEBITDA, see "Selected CCI Consolidated Financial and Operating Data."In 2005, on a pro forma basis, we sold 361.3 million unit cases of CSDs and NCBs in all of our markets, resulting innet sales of YTL1,330.1 million, net income of YTL90.4 million and EBITDA of YTL223.3 million. See "Unaudited Pro FormaConsolidated Financial Information."In March 2006, we purchased for cash consideration of approximately $8 million (YTL10.6 million), subject topost-closing adjustments, Mahmudiye Kaynak Suyu Ambalaj İşletmecilişi Ambalaj Sanayi ve Ticaret Ltd. Şti., a private naturalsource water company which holds the exclusive extraction rights to a natural water source. This acquisition was financed usingcash from operations.Functional Currency and Basis for Financial ReportingOur functional currency is the New Turkish Lira, and we prepare our financial results in accordance with IFRS. In priorperiods, because our financial results were consolidated with the results of The Coca-Cola Company, we established ouraccounting system in accordance with U.S. GAAP. We continued reporting our financial results in U.S. dollars after our resultswere no longer consolidated with those of The Coca-Cola Company; this was due in part to the fact that Turkey has historicallyexperienced high inflation and devaluation, which made the interpretation of financial results in Turkish Lira difficult. The NewTurkish Lira has experienced relative stability in recent periods. In 2005, we converted our internal reporting systems to NewTurkish Lira.We also prepare financial statements in accordance with the requirements of Turkish law and the accounting principlesof the CMB. In 2007, we may determine to use CMB Principles as our sole basis for reporting and we may discontinue reportingin accordance with IFRS, as the differences between the two sets of accounting principles have become less significant. See"Presentation of Financial and Other Information—Financial Statements."Application of IAS 29Our consolidated financial statements have been restated for the changes in the general purchasing power of the NewTurkish Lira as of December 31, 2005 based on IAS 29, "Financial Reporting in Hyperinflationary Economies." IAS 29 requiresthat financial statements prepared in the currency of a hyperinflationary economy such as Turkey's be stated in terms of themeasuring unit current at the balance sheet date, and that corresponding figures for previous periods be restated in the sameterms. The restatement was calculated by means of conversion factors derived from the Turkish countrywide wholesale priceindex ("WPI") published by the SIS.Pursuant to IAS 29, non-monetary items in the consolidated financial statements, including income and expense itemsattributable thereto, are restated on a monthly basis pursuant to the WPI. In accordance with IAS 29, all fixed-asset investments,other investments, intangible assets, shareholders' equity and related income and expense items in the consolidated financialstatements have been restated on the basis of changes in the WPI from the WPI published in respect of the month of the relevanttransactions to the WPI published in respect of the restatement date, December 31, 2005.Within hyper-inflationary economies, holding local currency monetary assets in excess of monetary liabilities results ina loss, since the real value of the monetary assets decreases in line with the inflation rate. Conversely, if monetary liabilitiesexceed monetary assets, a gain results as the real value of such liabilities decreases. The gain or loss is defined as a "loss/gain onnet monetary position" and is one of the major items in inflation-adjusted financial statements.IAS 29 also requires that the loss or gain on our net monetary position be included in our restated net profit (loss). Netmonetary position is defined as monetary assets less monetary liabilities. Since the amounts included in the net monetaryposition are stated in nominal money units, they need not be restated, whereas the other financial statement items are restated asdescribed below.Restatement of balance sheet and income statement items through the use of a general price index and relevantconversion factors does not necessarily mean that we could realize or settle the same values of assets and liabilities as indicated