OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

BUYER'S REPRESENTATIONEach person in a Member State of the EEA which has implemented the Prospectus Directive (each, a "RelevantMember State") will be deemed to have represented, warranted and agreed to and with each underwriter and CCI that:(a) it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) ofthe Prospectus Directive; and(b) in the case of any Class C Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of theProspectus Directive, (i) the Class C Shares acquired by it in the offering have not been acquired on behalf of, nor have theybeen acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as thatterm is defined in the Prospectus Directive, or in circumstances in which the prior consent of Credit Suisse has been given to theoffer or resale; or (ii) where Shares have been acquired by it on behalf of persons in any Relevant Member State other thanqualified investors, the offer of those Class C Shares to it is not treated under the Prospectus Directive as having been made tosuch persons.For the purposes of this representation, the expression "offer of Class C Shares to the public" in relation to any Class CShares in any Relevant Member State means the communication in any form and by any means of sufficient information on theterms of the offer and any Class C Shares to be offered so as to enable an investor to decide to purchase or subscribe for theClass C Shares, as the same may be varied in that Relevant Member State by any measure implementing the ProspectusDirective in that Relevant Member State.This offering will be registered with the Turkish Capital Markets Board (the "CMB") under the provisions of LawNo. 2499 of the Republic of Turkey relating to Capital Markets, as amended (the "Capital Markets Law"). Such registration doesnot constitute a guarantee by the CMB or any other public authority with respect to us or our securities. Neither this offeringmemorandum nor any other offering material related to the international offering of Class C Shares may be used in connectionwith any general offering to the public within the Republic of Turkey for the purpose of the sale of Class C Shares without theprior approval of the CMB.In connection with this offering, certain of the selling shareholders have granted to the underwriters an over-allotmentoption, which, due to applicable Turkish law requirements, is exercisable only upon notice by İş Investment for the periodcommencing on the last day of the bookbuilding period for the Turkish offering and ending 30 days after the commencement oftrading of the Class C Shares on the ISE. Pursuant to the over-allotment option, İş Investment, subject to consultation with andthe approval of Credit Suisse, to the extent permitted by applicable laws and regulations, may require these selling shareholdersto sell additional Class C Shares at the offer price solely to cover over-allotments, if any, made in connection with the offering.Any Class C Shares sold by the selling shareholders pursuant to the exercise of the over-allotment option will be sold on thesame terms and conditions as the Class C Shares being sold in the offering.In connection with this international offering and the Turkish offering, İş Investment as stabilizing managermay, subject to consultation with and the approval of Credit Suisse, to the extent permitted by applicable laws andregulations, engage in transactions with the objective of stabilizing the market price of the Class C Shares. In accordancewith the regulations of the CMB, stabilizing activities may only be carried on for a maximum period of 30 days followingthe commencement of trading of the Class C Shares on the ISE and orders can be given only in the case the Class CShare price falls below the offer price. In connection with such stabilization activities and during the stabilization period,İş Investment, subject to consultation with and the approval of Credit Suisse, to the extent permitted by applicable lawsand regulations, may stabilize or maintain the price of any Class C Shares by bidding for or purchasing the Class CShares in the open market. No representation is made as to the magnitude or effect of any such stabilizing or othertransactions and any such activities or transactions would not constitute a guarantee of any share price. İş Investment isnot obliged to engage in these activities and may under certain circumstances upon notice to the ISE and the CMB,discontinue these activities at any time. See "Plan of Distribution."AVAILABLE INFORMATION