OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

CC Azerbaijan was subject to corporate income tax of 24% on taxable profit as determined under the law of Azerbaijanin prior years. Effective January 1, 2006, such rate was reduced to 22%. Companies are required to file profit tax declarations onan annual basis. For the years ended December 31, 2003, 2004 and 2005, CC Azerbaijan had cumulative loss carryforwardsamounting to $7.3 million (YTL10.2 million) and $7.0 million (YTL9.4 million) and $6.5 million (YTL8.7 million),respectively. CC Azerbaijan's losses can be carried forward indefinitely; however, losses can be used to offset only 80% ofincome in any given year.CC Kyrgyzstan is subject to corporate income tax of 20% on taxable profit as determined under the law of Kyrgyzstan.As of December 31, 2003 and 2004, CC Kyrgyzstan had cumulative loss carryforwards amounting to $6.6 million(YTL9.2 million) and $2.3 million (YTL3.1 million). These losses can be carried forward for five years from the date they areincurred. As of December 31, 2005, CC Kyrgyzstan had no remaining tax loss carryforwards.CC Jordan is subject to corporate income tax of 15% on taxable profit as determined under the laws of Jordan.Taxpayers are permitted to carry forward unabsorbed tax losses to offset profits of subsequent periods indefinitely for lossesincurred after the year 2001. However, losses incurred prior to 2002 are carried forward for six years. As of December 31, 2005,CC Jordan had cumulative loss carryforwards of $6.8 million (YTL9.1 million), which can be used until the end of 2007.Special Consumption TaxA special consumption tax is levied by the Turkish government on sales of cola products (in our case, Coca-Cola andCoca-Cola light). This tax currently amounts to 25% (having been decreased from 26.5% in 2002) of the transfer price fromCCI, our production company, to CCSD, our sales and distribution company. The tax is levied only on the first sale of theproducts and, therefore, does not apply to sales by CCSD to our customers. The tax is included in net sales as a deduction fromgross sales and amounted to YTL83.6 million in 2003, YTL99.2 million in 2004 and YTL104.0 million in 2005. See "RiskFactors—Risks Relating to Our Business and the Alcohol-Free Beverages Industry—A change in the amount or application ofthe special consumption tax imposed on sales of cola-flavored soft drinks in Turkey could adversely affect our business." Thereis no similar tax levied on sales of cola products in the other countries in which we operate.Results of OperationsYear Ended December 31, 2005 Compared to Year Ended December 31, 2004OverviewOur financial results in 2005 reflected a continuation of volume and profit growth primarily resulting from thecontinued improvement of the economic climate in Turkey in 2005. The unit case, which equals 5.678 liters, or 24 servings of 8U.S. fluid ounces each, is the typical volume measure used in our industry. Our net sales grew by 10.3% against a unit casevolume increase of 15.3% compared to 2004. Our gross margin increased from 27.4% in 2004 to 30.9% in 2005. Profit fromoperations increased from YTL74.4 million in 2004 to YTL116.6 million in 2005. EBITDA increased from YTL148.3 millionin 2004 to YTL193.5 million in 2005.Sales VolumeIn 2005, our unit case sales volume increased by 42.2 million unit cases, or 15.3%, from 275.4 million unit cases in2004 to 317.6 million unit cases in 2005. Of the increase, 5.6 million unit cases is attributable to the inclusion of Efes Invest'sresults from November 15, 2005. The remaining increase was primarily attributable to an improvement in CCSD sales volumeand new product launches.CSD sales volume increased by 38.9 million unit cases, or 16.8%, from 230.9 million unit cases in 2004 to269.8 million unit cases in 2005. Of the increase, 4.9 million unit cases is attributable to the inclusion of Efes Invest's resultsfrom November 15, 2005. The remaining increase was primarily attributable to an increase in the sales volume of futureconsumption CSD packages, largely resulting from increased marketing activities and certain refinements to our pricing strategy.Sales of immediate consumption CSD packages also increased primarily as a result of the launch of a 200 ml returnable glassbottle in March 2005.NCB sales volume increased by 3.1 million unit cases, or 20.3%, from 15.2 million unit cases in 2004 to 18.3 millionunit cases in 2005, as a result of an increase in sales of future consumption NCB packages. Of the increase, 0.7 million unit casesis attributable to the inclusion of Efes Invest's results from November 15, 2005. The remaining increase is principallyattributable to increases in sales of Cappy, partially as a result of new flavor launches, as well as the introduction of Nescafé