OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

With respect to our international operations, The Coca-Cola Company sets a fixed price in U.S. dollars for concentratewhich normally stays in place for one calendar year, and prices are subject to annual review by The Coca-Cola Company at theend of each year. Concentrate represented 21.5%, 19.4% and 18.5% and of the total cost of sales of our international operationsin 2003, 2004 and 2005, respectively.While we do not have any reason to believe that The Coca-Cola Company's practice of determining concentrate priceswill be discontinued, we cannot offer any assurance that The Coca-Cola Company will choose to continue it in the future. Weexpect amounts of concentrate purchased from The Coca-Cola Company to track our sales volume growth.Promotional and Marketing Support. The Coca-Cola Company makes contributions to us in respect of promotionaland marketing support programs to promote the sale of its products in the countries in which we operate. The promotionalcontributions are treated as a reduction in cost of goods sold. These contributions totaled YTL61.7 million, YTL49.9 million andYTL38.1 million in 2003, 2004 and 2005, respectively. Contributions for marketing programs are recognized as a reduction ofour advertising costs. Marketing contributions amounted to YTL8.2 million, YTL15.9 million and YTL26.1 million in 2003,2004 and 2005, respectively.Pricing and Pricing Strategy. Our pricing strategy is driven by our strategy of increasing sales of CSDs and theproportion of single-serve package sales within the CSD category while improving gross profit margins. Historically, because allof our customer transactions are conducted in New Turkish Lira but our financial statements were prepared in U.S. dollars, ourpricing strategy aimed to mitigate the effect of devaluation through increases in our Turkish Lira-denominated wholesale sellingprices in order to reduce volatility in our U.S. dollar revenues. With the change to preparation of our financial statements in NewTurkish Lira, our pricing strategy in Turkey will increasingly focus on keeping prices in line with the inflation rate as well asreflecting the effect of unfavorable fluctuations in foreign currency-denominated raw materials. Our pricing strategy ininternational operations will focus on increasing net sales per unit in U.S. dollars.We independently determine our pricing strategy in light of the trading conditions prevailing in each country in whichwe operate. However, The Coca-Cola Company's contractual right under the bottler's agreements (i) to set our concentrate pricesand (ii) to set maximum prices we may charge to our customers outside of Turkey, affects our pricing decisions and could giveThe Coca-Cola Company considerable influence over our gross profit margins. See "Risk Factors—Risks Relating to OurRelationship with The Coca-Cola Company—The Coca-Cola Company has various rights under the bottler's agreement that, ifexercised, could adversely affect our results or our ability to grow."Amounts Payable to and Receivable from The Coca-Cola Company. As of December 31, 2003, 2004 and 2005, TheCoca-Cola Company and its subsidiaries owed us YTL0.1 million, YTL4.1 million and YTL0.9 million, respectively, and weowed to The Coca-Cola Company and its subsidiaries a total of YTL24.4 million, YTL29.8 million and YTL30.6 million,respectively. These amounts reflected amounts owed by The Coca-Cola Company to reimburse advertising costs paid by us onbehalf of The Coca-Cola Company, as well as trade balances related to sales of concentrate and finished products by The Coca-Cola Company to us.Impact of Economic and Political EnvironmentOur results of operations are and will continue to be significantly affected by political and economic factors in thecountries in which we operate, including the economic growth rate, the rate of inflation and fluctuations in exchange and interestrates. See "Risk Factors—Risks Relating to Operating in Emerging Markets."Package Mix and Product MixWe refer to "future consumption" purchases as purchases of beverages for consumption at a later time, whereas"immediate consumption" purchases are purchases of chilled beverages for immediate consumption typically away from home,including in restaurants, bars, kiosks, gas stations, sports and entertainment centers, offices and hotels. Beverages for futureconsumption are produced in multi-serve containers (1 liter or more). Beverages for immediate consumption includesingle-serve containers (0.5 liter or less) and fountain products.Single-serve packages sold for immediate consumption typically generate higher margins than multi-serve packagessold for future consumption primarily because consumers are willing to pay a premium to consume our beverages chilled at aconvenient location. One of the strategies we use to improve our sales of single-serve packages for immediate consumption is toinvest in cold drink equipment, mainly coolers, which we make available to retail outlets. This typically represents a significantportion of our capital expenditure. See "Business—Sales and Marketing—Consumption Occasions."