Amendment to the Articles of Association - Coca Cola İçecek

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Amendment to the Articles of Association - Coca Cola İçecek

FOR GENERAL RELEASE TO THE PUBLICApril 1, 2013Amendment to the Articles of AssociationCoca-Cola İçecek A.Ş.’s (CCI) Board of Directors, at its meeting on April 1, 2013,approved the amendments to article 2 with the heading “Trade Name of theCompany”, article 3 with the heading “Scope and Objective”, article 4 with theheading “Head Office and Branches”, article 6 with the heading “Capital”, article 7with the heading “Types of Shares and Share Allocation”, article 8 with the heading“Board of Directors”, article 9 with the heading “Representation of the Company”,article 10 with the heading “Auditors”, article 11 with the heading “General Meeting ofShareholders”, article 12 with the heading “Presence of Ministry Representative atthe Meetings”, article 13 with the heading “Announcements”, article 14 with theheading “Fiscal Year”, article 15 with the heading “Determination of Profit and itsDistribution”, article 17 with the heading “Deadlock”, article 18 with the heading“Transfer of Shares”, article 19 with the heading “Securities and/or other CapitalMarket Instruments” and article 20 with the heading “Compliance to the CorporateGovernance Principles” and to release article 16 with the heading “Reserve Fund”and to add article 11 with the heading “Internal Directive” of the CCI Articles ofAssociation in the form attached hereto, as per compliance with the TurkishCommercial Code and Capital Market Board’s Corporate Governance Principles.This proposed amendment will be submitted to the General Assembly for approval,upon receipt of Capital Markets Board, and Ministry of Custom and Trade approvals.Company ProfileCoca-Cola İçecek (CCI) is the 6th largest bottler in the Coca-Cola System in terms of salesvolume. CCI’s core business is to produce, sell and distribute sparkling and still beverages ofThe Coca-Cola Company (TCCC). CCI employs more than 10,000 people and hasoperations in Turkey, Pakistan, Kazakhstan, Azerbaijan, Kyrgyzstan, Turkmenistan,Tajikistan, Jordan and Iraq.CCI has a total of 22 plants and offers a wide range of beverages to a consumer base ofover 360 million people. In addition to sparkling beverages, the product portfolio includesjuices, waters, sports and energy drinks, tea and iced teas.CCI’s shares are traded on the Istanbul Stock Exchange under the CCOLA.IS ticker.ContactsOrhun KöstemChief Financial OfficerTel: +90 216 528 4432orhun.kostem@cci.com.trDeniz Can YücelInvestor Relations ManagerTel: +90 216 528 3386deniz.yucel@cci.com.trCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 1 of 27


OLD TEXTTrade Name of the CompanyArticle 2:The trade name of the Company is “Coca-Cola İçecek AnonimŞirketi”. It will hereinafter be referred to as the “Company”.Scope and ObjectiveArticle 3:The scope and objective of the Company is the establishmentand operation of facilities in relation with the production,packaging and filling of all kinds of soft drinks including allkinds of carbonated and still drinks, fruit and vegetable juices,soda and drinking waters, natural mineral waters, natural springwaters, fruity natural mineral carbonated drinks, flavorednatural mineral carbonated drinks, processed waters, all kinds oftea, herbal tea, all kinds of coffee, cacao, all kinds of coffee,cacao or chocolate based drinks, buttermilk, drinks with yogurt,milk and all kinds of milk based drinks and the storage, sale anddistribution of the same. In connection with its scope ofactivities, the Company may:(i) establish, operate or have operated, lease or haveleased facilities necessary for the production, storage, sale anddistribution of all kinds of soft drinks including all kinds ofcarbonated and still drinks, fruit and vegetable juices, soda anddrinking waters, natural mineral waters, natural spring waters,fruity natural mineral carbonated drinks, flavored naturalmineral carbonated drinks, processed waters, all kinds of tea,herbal tea, all kinds of coffee, cacao, all kinds of coffee, cacaoor chocolate based drinks, buttermilk, drinks with yogurt, milkand all kinds of milk based drinks by filling into variouscontainers or packages in all kinds of forms including but notlimited to the cans and bottles; obtain exploration and operationlicenses, establish necessary facilities and conduct all activitiesfor all kinds of soda and drinking waters, natural mineral watersand natural spring waters; manufacture, sell, import and exportall kinds of paper, plastic and other package materials and allkinds of bottles such as pet bottles, glass bottles, returnable petbottles, pet bottle preforms, plastic and glass carboys;(ii) carry on all kinds of export, import, construction andproduction, representation, agency, transportation, distribution,marketing and other trade activities related to its scope;(iii) in compliance with the Capital Markets legislation,acquire, sell, rent or lease all kinds of movable and immovableproperty in order to achieve its objective; carry on proceduresfor land division and land joining, make promises to sellimmovable property, grant or receive usufruct and servituderights, establish freehold flat, relinquish and donate pieces ofland reserved for roads and green areas for public benefit,transfer and assign the acquired immovable properties and thefacilities thereon; establish all kinds of real or personal rightsespecially and receive mortgages and other tangible orindividual rights on immovable properties belonging to theCompany or third parties for the debts of the Company or debtsof third persons , release the same, establish all kinds ofNEW TEXTTrade Name of the CompanyArticle 2:The trade name of the Company is “Coca-Cola İçecek AnonimŞirketi”. It will hereinafter be referred to as the “Company”.Scope and ObjectiveArticle 3:The purpose of the Company is the establishment and operationof facilities in relation with the production, packaging andfilling of all kinds of soft drinks including all kinds ofcarbonated and still drinks, fruit and vegetable juices, soda anddrinking waters, natural mineral waters, natural spring waters,fruity natural mineral carbonated drinks, flavored naturalmineral carbonated drinks, processed waters, all kinds of tea,herbal tea, all kinds of coffee, cacao, all kinds of coffee, cacaoor chocolate based drinks, buttermilk, drinks with yogurt, milkand all kinds of milk based drinks and the storage, sale anddistribution of the same. In connection with its scope ofbusiness, the Company may:(i) establish, operate or have operated, lease or have leasedfacilities necessary for the production, storage, sale anddistribution of all kinds of soft drinks including all kinds ofcarbonated and still drinks, fruit and vegetable juices, soda anddrinking waters, natural mineral waters, natural spring waters,fruity natural mineral carbonated drinks, flavored naturalmineral carbonated drinks, processed waters, all kinds of tea,herbal tea, all kinds of coffee, cacao, all kinds of coffee, cacaoor chocolate based drinks, buttermilk, drinks with yogurt, milkand all kinds of milk based drinks by filling into variouscontainers or packages in all kinds of forms including but notlimited to the cans and bottles; obtain exploration and operationlicenses, establish necessary facilities and conduct all activitiesfor all kinds of soda and drinking waters, natural mineral watersand natural spring waters; manufacture, sell, import and exportall kinds of paper, plastic and other package materials and allkinds of bottles such as pet bottles, glass bottles, returnable petbottles, pet bottle preforms, plastic and glass carboys;(ii) carry on all kinds of export, import, construction andproduction, representation, agency, transportation, distribution,marketing and other trade activities;(iii) in compliance with the Capital Markets legislation,acquire, sell, rent or lease all kinds of movable and immovableproperty; carry on procedures for land division and land joining,make promises to sell immovable property, grant or receiveusufruct and servitude rights, establish freehold flat, relinquishand donate pieces of land reserved for roads and green areas forpublic benefit, transfer and assign the acquired immovableproperties and the facilities thereon; establish all kinds of real orpersonal rights especially pledges and mortgages on immovableproperties belonging to the Company or third parties in favor ofitself and its affiliates which are included in its financialswithin the scope of full consolidation and in favor of thirdparties for the purposes of conducting its ordinaryCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 2 of 27


security over the assets of the Company including but notlimited to guarantee and suretyship, provided that the conditionsof the Capital Markets legislation are met. The Company willpreferably comply with the regulations of the Capital MarketsBoard while granting security, guarantee, suretyship orestablishing lien including mortgage in favor of third parties.(iv) provided that the Company does not engage in any sort ofbrokerage, execute long, medium and short term loanagreements with local and foreign organizations, institutionsand banks and obtain loans which fall within its objective; forthe purpose of supporting the financial resources of theCompany, without engaging in any sort of brokerage andsecurities portfolio management activities and in accordancewith the provisions of the Turkish Commercial Code, CapitalMarkets Law and other related legislation, issue, purchase, orsell, all kinds of bonds, and other capital market instruments ;The Board of Directors has the authority to issue bonds andother debt notes in accordance with Article 13 of the CapitalMarkets Law. In this case, the provisions of Article 423 of theTurkish Commercial Code will not apply.commercial activities, for the purposes of strengthening itsreceivables receive mortgages and pledges in favor of itselfand establish other real or personal rights, release the same,establish all kinds of security over the assets of the Companyincluding but not limited to guarantee and suretyship, providedthat the necessary explanations determined by the CapitalMarkets Board within the scope of special conditions inorder to ensure that the investors are enlightened asrequired by the Company’s business are made. TheCompany will preferably comply with the regulations of theCapital Markets Board while granting security, guarantee,suretyship or establishing lien including mortgage in favor ofthird parties.(iv) provided that the Company does not engage in any sortof brokerage activities, execute long, medium and short termloan agreements with local and foreign organizations,institutions and banks and obtain loans which fall within thescope of its business; without engaging in any sort of brokerageand securities portfolio management activities and inaccordance with the provisions of the Turkish CommercialCode, Capital Markets Law and other related legislation, issue,purchase, sell, grant as pledge and security all kinds of sharecertificates, bonds, indebtedness certificates and othersecurities, financial derivatives, structured instruments andother capital market instruments;(v) execute dealership, agency, subcontractor, commission,distribution and representation agreements, enter intoundertakings;(v) execute dealership, agency, subcontractor, commission,distribution and representation agreements, enter intoundertakings;(vi) acquire, use, sell, transfer, lease intellectual propertyrights, patent rights, licenses, franchises, trademarks, models,know-how, firm trade names, copyrights, special manufacturingand production methods and similar intangible rights or acquirefrom third parties the rights to use such intangible rights whichare deemed beneficial for the activities in relation with thescope and objective of the Company ;(vi) acquire, use, sell, transfer, lease all kinds ofintellectual property rights, patent rights, licenses, franchises,trademarks, models, know-how, firm trade names, copyrights,special manufacturing and production methods and similarintangible rights or acquire from third parties the rights to usesuch intangible rights;(vii) participate in other enterprises and companies engagedin activities mentioned hereinabove, establish new companiesand all kinds of affiliates, acquire already establishedcompanies, join or become a member of professionalorganizations; provided that the all requisite permissionsstipulated under the applicable legislation are obtained;(viii) in accordance with Article 468 of the Turkish CommercialCode or provided that it is within the scope and objectives of theCompany establish charitable foundations in the manner andextent so as not to interfere with the realization and within theframework of the Capital Markets legislation within the scope(vii) participate in other domestic or foreign enterprises andcompanies engaged in activities mentioned hereinabove orengaged in activities helpful to realize its scope of business,establish new companies and all kinds of affiliates, acquirealready established companies, join or become a member ofprofessional organizations; provided that the all requisitepermissions stipulated under the applicable legislation areobtained;(viii) establish charitable foundations in the manner and extentso as not to interfere with the realization of the scope ofbusiness of the Company and within the framework of theCapital Markets legislation within the scope and objective of theCompany; set aside a share from the net profit to suchCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 3 of 27


and objective of the Company; set aside a share from the netprofit to such foundations or other foundations of socialobjectives,In case when the amendment of the Articles ofAssociation is required in order for the Company to engage inother activities not stated hereinabove but deemed directly orindirectly necessary or beneficial for the attainment of theobjective of the Company, the matter will be submitted to theapproval of the General Meeting of Shareholders upon theresolution of the Board of Directors after the required legal andadministrative permissions have been obtained.foundations or other foundations of social objectives, makedonations and additionally, the Company may establish aidorganizations for its executives, employees and workers inaccordance with Article 522 of the Turkish CommercialCode and may set aside reserves for the purposes ofmaintaining of such .In case when the amendment of the Articles ofAssociation is required in order for the Company to engage inother activities not stated hereinabove but deemed directly orindirectly necessary or beneficial for the attainment of theobjective of the Company, the matter will be submitted to theapproval of the General Meeting of Shareholders upon theresolution of the Board of Directors after the required legal andadministrative permissions have been obtained.Head Office and Branches of the CompanyArticle 4:The head office of the Company is in the city of Istanbul. Theaddress of the Company is Esenkent Mahallesi, Deniz FeneriSokak No.4 34776 Umraniye/Istanbul. The Company mayestablish offices, open branches and representation offices in oroutside Turkey informing the Ministry of Customs andCommerce and the General Directorate of Foreign Investmentand the Capital Markets Board. In case of an address change,the new address is registered to the trade registry, published inthe Turkish Trade Registry Gazette, notified to the Ministry ofCustoms and Commerce and the Capital Markets Board andpublished in the website of the Company. Notifications servedto the registered and published address is deemed to be servedto the Company. In the event the Company left its registeredand published address without registering its new address in duetime, this situation will constitute a cause for dissolution of theCompany.Head Office and Branches of the CompanyArticle 4:The head office of the Company is in the city of Istanbul. Theaddress of the Company is Esenkent Mahallesi, Deniz FeneriSokak No.4 34776 Umraniye/Istanbul. The Company mayestablish offices, open branches and representation offices in oroutside Turkey by taking a Board of Directors resolution andin accordance with the relevant legislation. In case of anaddress change, the new address is registered to the traderegistry, published in the Turkish Trade Registry Gazette,notified to the Ministry of Customs and Commerce and theCapital Markets Board and published in the website of theCompany. Notifications served to the registered and publishedaddress is deemed to be served to the Company. In the event theCompany left its registered and published address withoutregistering its new address in due time, this situation willconstitute a cause for dissolution of the Company.CapitalArticle 6:The capital of the Company is 254.370.782.-TL.This capital is divided into 25.437.078.200 shares with anominal value of 1 Kr. These shares are divided into (A), (B)and (C) Group shares.(A) and (B) Group shares are registered shares and these shareshave special rights and privileges stated herein. (C) Groupshares are bearer shares and no special rights or privileges aregranted for such shares .254.370.782.-TL constituting the capital of the Company hasbeen fully paid.In capital increases, in order to represent the increased capital,(A) Group share will be issued pro rata to the (A) Group shares,(B) Group share will be issued pro rata to the (B) Group shares,(C) Group share will be issued pro rata to (C) Group shares.CapitalArticle 6:The capital of the Company is 254.370.782.-TL.This capital is divided into 25.437.078.200 shares with anominal value of 1 Kr. These shares are divided into (A), (B)and (C) Group shares.(A) and (B) Group shares are registered shares. (C) Groupshares are bearer shares .254.370.782.-TL constituting the capital of the Company hasbeen fully paid.In capital increases, in order to represent the increased capital,(A) Group share will be issued pro rata to the (A) Group shares,(B) Group share will be issued pro rata to the (B) Group shares,(C) Group share will be issued pro rata to (C) Group shares.Coca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 4 of 27


All the shares remaining after the use of the preemptive rights orall the shares newly issued by restricting the use of thepreemptive rights will be (C) Group bearer shares and will beoffered to the public at the market price, which will not bebelow the nominal value, in accordance with the communiquésof the Capital Markets Board, provided that this issue isincluded in the agenda of the general meeting of shareholderduring capital increases and an explicit decision is taken to thiseffect.The shares representing the capital are monitored electronicallywithin the framework of dematerialization principles.Types of Shares and Share AllocationArticle 7:The total capital in the amount of 254.370.782.-TL is composedof:80.000.000,0000-TL A Group registered shares,51.114.298,6310-TL B Group registered shares,123.256.483,369-TL C Group bearer shares.All the shares remaining after the use of the preemptive rights orall the shares newly issued by restricting the use of thepreemptive rights will be (C) Group bearer shares and will beoffered to the public at the market price, which will not bebelow the nominal value, in accordance with the communiquésof the Capital Markets Board, provided that this issue isincluded in the agenda of the general meeting of shareholderduring capital increases and an explicit decision is taken to thiseffect.The shares representing the capital are monitored electronicallyat the Central Registry Agency within the framework ofdematerialization principles.Types of Shares and Share AllocationArticle 7:The total capital in the amount of 254.370.782.-TL is composedof:80.000.000,0000-TL A Group registered shares,51.114.298,6310-TL B Group registered shares,123.256.483,369-TL C Group bearer shares.(A) and (B) Group shares have special rights and privilegesstated herein. No special rights and privileges are grantedfor the (C) Group shares.The shares are allocated among the shareholders as follows:The shares are allocated among the shareholders as follows:ShareholderShareRatioNumber of SharesNumberof SharesRepresented byFractionReceiptsGroup/TypeSharesofAmount ofShare (TL)ShareholderShareRatioNumber of SharesNumberof SharesRepresented byFractionReceiptsGroup/TypeSharesofAmount ofShare (TL)Anadolu EfesBiracılık veMalt SanayiiA.Ş 31,057 7.900.000.000 0.00The Coca-ColaExportCorporation20,0945.111.427.9780.60Efes Pazarlamave DağıtımTicaret A.Ş. 0,393 100.000.000 0.00Cemal Ahmet 0,0000.50Bozer1.884Anadolu EfesBiracılık veMalt SanayiiA.Ş 9,061 2.304.730.774 0.60A GroupRegisteredSharesB GroupRegisteredSharesA GroupRegisteredSharesB GroupRegisteredSharesC GroupBearerShares79.000.000,000051.114.279,78601.000.000,000018,845023.047.307,75Anadolu EfesBiracılık veMalt SanayiiA.Ş 31,057 7.900.000.000 0.00The Coca-ColaExportCorporation20,0945.111.427.9780.60Efes Pazarlamave DağıtımTicaret A.Ş. 0,393 100.000.000 0.00Cemal Ahmet 0,0000.50Bozer1.884Anadolu EfesBiracılık veMalt SanayiiA.Ş 9,061 2.304.730.774 0.60A GroupRegisteredShares 79.000.000,0000B GroupRegisteredShares51.114.279,7860A GroupRegisteredShares1.000.000,0000B GroupRegisteredShares18,8450C GroupBearerShares23.047.307,75Efes Pazarlamave DağıtımTicaret A.Ş. 9,745 2.478.805.132 0.60ÖzgörkeyHolding A.Ş.ArmağanÖzgörkey4,0210,0001.022.701.0611.0000.000.50C GroupBearerSharesC GroupBearerSharesC GroupBearerShares24.788.051,3310.227.010,6110,01Efes Pazarlamave DağıtımTicaret A.Ş. 9,745 2.478.805.132 0.60ÖzgörkeyHolding A.Ş.ArmağanÖzgörkey4,0210,0001.022.701.0611.0000.000.50C GroupBearerSharesC GroupBearerSharesC GroupBearerShares24.788.051,3310.227.010,6110,01HALKAAÇIK25,6306.519.410.3680.20C GroupBearerShares65.194.103,68HALKAAÇIK25,6306.519.410.3680.20C GroupBearerShares65.194.103,68TOTAL 100 25.437.078.200 3 254.370.782,00TOTAL 100 25.437.078.200 3 254.370.782,00Coca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 5 of 27


Board of DirectorsArticle 8:8.1. The Company shall be administered by a Board ofDirectors and a Managing Director who shall report to theBoard of Directors and the Board of Directors is composed of12 members. The representation of the Company belongs to theBoard of Directors elected by the General Meeting ofShareholders in the form set forth in this Article 8.1 inaccordance with the provisions of the Turkish CommercialCode.7 (seven) members of the Board of Directors shall beelected from amongst the candidates nominated by the majorityof A Group shares, 1 (one) member of the Board of Directorsshall be elected from amongst the candidates nominated by themajority of B Group shares and 4 (four) members of the Boardof Directors shall be elected from amongst the candidate(s)nominated by any shareholder. The number and qualificationsof the independent members who will take place in the Board ofDirectors will be determined pursuant to the corporategovernance rules of the Capital Markets Board.In the event the majority of A and/or B Group shares have notbeen able to nominate candidates to the membership of theBoard of Directors, the election will be made by the GeneralMeeting of Shareholders in accordance with the generalprovisions.The Board of Directors shall elect from among theirmembers one Chairman to preside at the Board of Directorsmeetings and one Vice-Chairman to preside alternately in his orher absence. The Chairman of the Board of Directors shall beelected from among the members of the Board of Directorsnominated by the majority of A Group shares and the Vice-Chairman of the Board of Directors shall be elected from amongthe members of the Board of Directors nominated by themajority of B Group shares.Board of DirectorsArticle 8:8.1. The business and management of the Company shallbe conducted administered by a Board of Directors which shallbe composed of 12 members elected by the General Meeting ofShareholders in the form set forth in this Article 8.1 inaccordance with the provisions of the Turkish Commercial Codeand the Capital Markets Law.7 (seven) members of the Board of Directors shall beelected from amongst the candidates nominated by the majorityof A Group shares, 1 (one) member of the Board of Directorsshall be elected from amongst the candidates nominated by themajority of B Group shares and 4 (four) members of the Boardof Directors shall be elected from amongst the candidate(s)nominated by any shareholder. The number and qualificationsof the independent members who will take place in the Board ofDirectors will be determined pursuant to the corporategovernance rules of the Capital Markets Board.In the event the majority of A and/or B Group shares have notbeen able to nominate candidates to the membership of theBoard of Directors, the election will be made by the GeneralMeeting of Shareholders in accordance with the generalprovisions.The Board of Directors shall elect each year fromamong their members one Chairman to preside at the Board ofDirectors meetings and at least one Vice-Chairman to presidealternately in his or her absence. The Chairman of the Boardof Directors shall be elected from among the members of theBoard of Directors nominated by the majority of A Groupshares and the Vice-Chairman of the Board of Directors shall beelected from among the members of the Board of Directorsnominated by the majority of B Group shares.The members of the Board of Directors may be electedfor a maximum term of office of three (3) years and until thetime their successors are elected. A member whose term ofoffice expires may be re-elected. Should a vacancy exists in themembership of the Board of Directors, the Board of Directorsshall temporarily elect a person with the qualifications requiredby the law from among those nominated by the same group ofshares l of the first General Meeting of Shareholders. Themember so elected shall serve until the next General Meeting ofShareholders, and if the election is approved by the GeneralMeeting of Shareholders, he/she shall continue to complete theterm of office of the member he/she was replaced. Should it begiven notice of the fact that a member of the Board of Directorsrepresenting any of the legal entity shareholders no longer hasany relationship with such shareholder, that member shall bedeemed to have resigned from the Board of Directors, and theBoard of Directors shall as soon as possible, but not later thanthe next meeting of the Board of Directors, temporarily appointa replacement from among candidates of such shareholder .The members of the Board of Directors may shall be elected fora maximum term of office of three (3) years. A member whoseterm of office expires may be re-elected. Should any membervacate the membership in the Board of Directors for anyreason, the Board of Directors shall temporarily elect a personwith the qualifications required by the law from among thosenominated by the same group of shares and submit him/her tothe approval of the first General Meeting of Shareholders. Themember so elected shall serve until the next General Meeting ofShareholders where he or she is submitted for approval, andif the election is approved by the General Meeting ofShareholders, he/she shall continue to complete the term ofoffice of the member he/she was replaced. Should it be givennotice of the fact that a member of the Board of Directorsrepresenting any of the legal entity shareholders no longer hasany relationship with such shareholder, that member shall bedeemed to have resigned from the Board of Directors, and theBoard of Directors shall as soon as possible, but not later thanthe next meeting of the Board of Directors, temporarily appointCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 6 of 27


a replacement from among candidates of such shareholder .Remuneration and/or attendance fee may be paid to themembers of the Board of Directors if so decided by theGeneral Meeting of Shareholders.8.2. Meetings of the Board of Directors8.2. Meetings of the Board of DirectorsThe Board of Directors shall convene as and when requiredby the business of the Company.The Chairman, the Vice-Chairman and each member of theBoard of Directors shall have the right to call the Board ofDirectors for a meeting by sending invitation at least 15 (fifteen)days prior to such meeting to all other members of the Board ofDirectors and/or insert items he/she wants to be discussed in theagenda of such meetings. Invitations to such meetings should besent by telefax to be followed with a hard copy delivered bycourier against written acknowledgement of receipt or byregistered mail. The members of the Board of Directors maywaive such invitation requirement in writing. Meetings of theBoard of Directors shall be held at the head office of theCompany or at any other place in or outside Turkey as theBoard of Directors shall decide at an ordinary meeting and withan ordinary decision quorum. The Board of Directors maytake decisions without holding a meeting pursuant to Article330/2 of the Turkish Commercial Code. The meeting anddecision quorums as provided in Article 8.3 below shall alsoapply to such decisions.8.3. Quorum and Major Decisions8.3.1. The quorum for meetings of the Board of Directorsshall be at least 7 (seven) members.8.3.2. The Turkish Commercial Code, the Capital MarketsLaw and regulations, the applications of which are obliged bythe Capital Markets Board shall apply to the decision quorum ofthe Board of Directors.8.3.3. All “Major Decisions” defined in Article 8.3.5 shallrequire the decision quorum set forth in Article 8.3.2. providedthat in order for the “Major Decisions” to be taken, theaffirmative vote of the member of the Board of Directorselected from among the candidates nominated by the majority of(B) Group shares in accordance with Article 8.1, is required.However, in the event the share percentage of the (B) Groupshares in the capital falls under 15%, the sub-paragraphs (i), (iie),(iv), (v), (vi), (ix), (x), (xi), (xii) and (xiii) of Article 8.3.5below, shall automatically become null and void. Theshareholders holding (B) Group shares shall vote in the samedirection as the shareholders holding (A) Group shares in themeetings of the Board of Directors and the General Meetings ofShareholders to be held in order to amend the Articles ofAssociation accordingly and shall approve such decision in thespecial general meeting to be held by the shareholders holding(B) Group shares. The provisions of Article 17.2 (E) below arereserved .The Chairman, the Vice-Chairman and each member of theBoard of Directors shall have the right to call the Board ofDirectors for a meeting by sending invitation at least 15 (fifteen)days prior to such meeting to all other members of the Board ofDirectors and/or insert items he/she wants to be discussed in theagenda of such meetings. Meetings of the Board of Directorsshall be held at the head office of the Company or at any otherplace in or outside Turkey as the Board of Directors shall decideat an ordinary meeting and with an ordinary decision quorum.The Board of Directors may take decisions withoutholding a meeting pursuant to Article 390/4 of the TurkishCommercial Code. The meeting and decision quorums asprovided in Article 8.3 below shall also apply to such decisions.8.3. Quorum and Major Decisions8.3.1. The quorum for meetings of the Board of Directorsshall be at least 7 (seven) members.8.3.2. The Turkish Commercial Code, the Capital MarketsLaw and regulations, the applications of which are obliged bythe Capital Markets Board shall apply to the decision quorum ofthe Board of Directors.8.3.3. All “Major Decisions” defined in Article 8.3.5 shallrequire the decision quorum set forth in Article 8.3.2. providedthat in order for the “Major Decisions” to be taken, theaffirmative vote of the member of the Board of Directors electedfrom among the candidates nominated by the majority of (B)Group shares in accordance with Article 8.1, is required.However, in the event the share percentage of the (B) Groupshares in the capital falls under 15%, below, shall automaticallybecome null and void. The shareholders holding (B) Groupshares shall vote in the same direction as the shareholdersholding (A) Group shares in the meetings of the Board ofDirectors and the General Meetings of Shareholders to be heldin order to amend the Articles of Association accordingly andshall approve such decision in the special general meeting to beheld by the shareholders holding (B) Group shares. Theprovisions of Article 16.2 (E) below are reserved .Coca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 7 of 27


8.3.4. All members of the Board of Directors including theChairman of the Board of Directors shall each have one voteand no member has a casting vote.8.3.5. “Major Decisions” consist of the following decisions:8.3.4. All members of the Board of Directors including theChairman of the Board of Directors shall each have one voteand no member has a casting vote.8.3.5. “Major Decisions” consist of the following decisions:(i) Approval of the Business Plans and the modificationsin the content of the Business Plans;(ii) Except for those mandatorily required by applicablelegislation, proposals to the General Meeting of Shareholderswith regard to the below stated decisions;(a) decisions regarding the amendment of the Articles ofAssociation;(b) decisions regarding the increase or decrease of theCompany’s issued capital;(c) decisions regarding making material additions to or deletionsfrom or changes in the scope and objective of the Company;(d) decisions regarding the dissolution of the Company ormerger of the Company with any other entity;(e) decisions regarding the additional distribution of profitsother than the distribution amounts and ratios required by thecapital markets legislation;(f) decisions regarding changing of the type of shares.(iii) Decisions on public offering of the shares and anyapplication to be made related thereto;(i) Except for those mandatorily required by applicablelegislation, proposals to the General Meeting of Shareholderswith regard to the below stated decisions;(a) decisions regarding the amendment of the Articles ofAssociation;(b) decisions regarding the increase or decrease of theCompany’s issued capital;(c) decisions regarding making material additions to or deletionsfrom or changes in the scope and business of the Company;(d) decisions regarding the dissolution of the Company ormerger of the Company with any other entity;(e) decisions regarding the additional distribution of profitsother than the distribution amounts and ratios required by thecapital markets legislation;(f) decisions regarding changing of the type of shares.(ii) Decisions on public offering of the shares and anyapplication to be made related thereto;(iv) Decisions on the appointment and dismissal of theManaging Director and determination of his/her authorities andfees;(v) Decisions on participation in any form in the capital ofany corporation, partnership, joint ventures or any other legalentity in every case where the participation exceeds the 25% ofthe paid-up capital of the Company regardless of theparticipation rate;(vi) Decisions on the establishment, acquisition, transfer ordissolution of Affiliates of the Company;(iii) Decisions on the establishment, acquisition, transfer ordissolution of Affiliates of the Company;(vii) Decisions on the approval of A or B Group share transfersincluding but not limited to decisions on transfers of A and/or BGroup shares by public offering; decisions on the approval ofcreation of any pledge, usufruct or any tangible or individualright and encumbrance in any manner over A or B Group sharesexcept for the shares that the Board of Directors shall pledge tothe Company in accordance with the provision of the TurkishCommercial Code; and registrations of such transfers, pledgesand encumbrances in the share ledger of the Company;(viii) Decisions on all transactions and agreements betweenthe shareholders holding shares representing 5% or more of theCompany’s capital or their Affiliates and the Company andamendments related thereto;(iv) Decisions on all transactions and agreements betweenthe shareholders holding shares representing 5% or more of theCompany’s capital or their Affiliates and the Company andamendments related thereto;(ix) Decisions on the retention and dismissal ofindependent external audit firm;Coca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 8 of 27


(x) Decisions on capital expenditures in excess of 5 (five)million U.S. Dollars which were not approved in the annualcapital budget;(xi) Decisions on the nomination of representative(s) forthe General Meeting of Shareholders and/or to the Boards bythe Company’s Affiliates and/or participations and instructionsto be given to such representative(s);(xii) Decisions on the issuance of any new securities by theCompany, which may or may not be deemed as capital marketinstruments, permitted under the applicable legislationincreasing the total of the issued debt securities at a certain timeover 50 (fifty) million U.S. Dollars.; andFor the purposes of these Articles of Association, theterm “Affiliate” shall mean with respect to any shareholder, anyother real or legal person which controls, is controlled by or isunder common control with such shareholder, and in thiscontext “Control” shall mean the possession directly andindirectly of the power to direct or cause the direction of themanagement and policies of any legal or real person whetherthrough the ownership of shares vested with voting rights, bycontract or otherwise.(v) Decisions on the issuance of any new securities by theCompany, which may or may not be deemed as capital marketinstruments, permitted under the applicable legislationincreasing the total of the issued debt securities at a certain timeover 50 (fifty) million U.S. Dollars.;For the purposes of these Articles of Association, theterm “Affiliate” shall mean with respect to any shareholder, anyother real or legal person which controls, is controlled by or isunder common control with such shareholder, and in thiscontext “Control” shall mean the possession directly andindirectly of the power to direct or cause the direction of themanagement and policies of any legal or real person whetherthrough the ownership of shares vested with voting rights, bycontract or otherwise.8.4. Management of the Company and ManagingDirector8.4.1. Subject to the provisions of these Articles of Association,the Board of Directors is entitled to administer and manage thebusiness and all assets of the Company including withoutlimitation entering into contracts and transactions which falloutside the exclusive authority of the General Meeting ofShareholders but within the scope and objective of theCompany; to buy, sell, hire and lease immovable and toestablish or release mortgages over the same. Within thiscapacity, the Board of Directors has the right to represent theCompany before the shareholders, third parties andadministrative and judicial bodies; to sign and to enter intoagreements on behalf of the Company if necessary; to settle andrelease; to enter into arbitration agreements, to appoint anddismiss arbitrators, to propose and vote for the acceptance orrejection of composition with creditors and to perform any othertransactions and to enter into contracts necessary for theachievement of the objectives of the Company even if theirterms are longer than the term of office of the Board ofDirectors.8.4.2. The Board of Directors shall transfer some of its powersto a Managing Director being a member of the Board ofDirectors as stated below in accordance with Article 319 of theTurkish Commercial Code. The administration and managementof the Company shall, at all times, be carried out by a ManagingDirector appointed by the Board of Directors from among thecandidates nominated by the members of the Board of Directorselected by being nominated by the majority of A Group shares.The Managing Director shall be responsible for the managementand pursuit of the business objectives and for the performance8.4. Management of the Company and ManagingDirector8.4.1. The Board of Directors is entitled to transfer themanagement, wholly or partially, to one or several membersof the Board of Directors or to the Company executives.The Board of Directors and the management withinthe scope of duties delegated to him/her, are entitled to takedecision on every kind of activities and transactionsrequired to realize the scope of business of the Company,except for the issues left to the authority of the GeneralAssembly of Shareholders, in accordance with the TurkishCommercial Code, Capital Markets Law and other relatedlegislation.8.4.2. The Board of Directors shall appoint a ManagingDirector who shall be responsible for the realization andpursuit of the scope of business of the Company and for theperformance of the management team of the Company. Thesaid Managing Director shall be appointed by the Board ofDirectors from among the candidates nominated by themembers of the Board of Directors elected by being nominatedby the majority of A Group shares. The Board of Directors shalldelegate to the Managing Director the authorities and powersthat it deems necessary in order for him/her to fulfill theseCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 9 of 27


of the management team of the Company and the Board ofDirectors shall delegate to the Managing Director the authoritiesand powers necessary to fulfill these responsibilities and inparticular the following powers:responsibilities and in particular the following powers:(i)to execute all decisions of the Board of Directors;(i)to execute all decisions of the Board of Directors;(ii) to manage the Company in accordance with thebusiness plans;(iii) to prepare the resolutions of the Board of Directors forall matters within the powers of the Board of Directors(including decisions on capital expenditures in excess of 5 (five)million U.S. Dollars and which were not approved in the annualcapital budget);(iv) to prepare the business plans of the Company, themodifications of the business plans and any other matters to besubmitted to the Board of Directors;(v) to make proposals and prepare resolutions forinvestments not within the scope of the business plans;(vi) to establish a regular (monthly, quarterly and annual)system of reporting reports to the Board of Directors on theactivities and financial condition of the Company and to preparethe financial and accounting reports and results;(vii) to make recommendations for and prepare allagreements between the Company on the one hand, andshareholders holding shares representing 5% or more of thecapital or the Affiliates of shareholders holding sharesrepresenting 5% or more of the capital on the other.8. 5. At any time there is a vacancy in the position ofManaging Director, the members of the Board of Directorselected by being nominated by the A Group shares shallnominate candidate(s) for a Managing Director and provide theBoard of Directors with sufficient information regarding suchcandidate(s) in order for the Board of Directors to evaluate thecandidate(s). The Board of Directors shall elect the ManagingDirector among such candidates in accordance with Article8.3.3 . The Board of Directors shall within 10 (ten) days of suchnomination, elect the Managing Director and the ManagingDirector shall start to work immediately. The ManagingDirector shall have the powers and authorities grantedhereunder.8. 6. Save for the provisions of Article 8.8 below, in the event,within 6 (six) months of the election of any Managing Directorby the Board of Directors, any of the members of the Board ofDirectors elected by being nominated by the majority of A or BGroup shares requests in writing the dismissal of the ManagingDirector, then the members of the Board of Directors shall causethe Board of Directors to convene as soon as possible and at thelatest within 30 days following the date of such written requestin order to vote the dismissal of the Managing Director and thedismissal of the Managing Director shall be voted. If theManaging Director is dismissed as a result of such voting, assoon as possible and at the latest within 15 days following such(ii) to manage the Company in accordance with theBusiness Plans;(iii) to prepare the resolutions of the Board of Directors forall matters within the powers of the Board of Directors(including decisions on capital expenditures in excess of 5 (five)million U.S. Dollars and which were not approved in the annualcapital budget);(iv) to prepare the Business Plans of the Company, themodifications of the Business Plans and any other matters to besubmitted to the Board of Directors;(v) to make proposals and prepare resolutions forinvestments not within the scope of the Business pPlans;(vi) to submit a regular (monthly, quarterly and annual)system of reporting reports to the Board of Directors on theactivities and financial condition of the Company;(vii) to make recommendations for and prepare allagreements between the Company on the one hand, andshareholders holding shares representing 5% or more of thecapital or the Affiliates of shareholders holding sharesrepresenting 5% or more of the capital on the other.8.4.3. At any time there is a vacancy in the position ofManaging Director, the members of the Board of Directorselected by being nominated by the A Group shares shallnominate candidate(s) for a Managing Director and provide theBoard of Directors with sufficient information regarding suchcandidate(s) in order for the Board of Directors to evaluate thecandidate(s). The Board of Directors shall elect the ManagingDirector among such candidates. The Board of Directors shallwithin 10 (ten) days of such nomination, elect the ManagingDirector and the Managing Director shall start to workimmediately.8.4.4. Save for the provisions of Article 8.4.6 below, in theevent, within 6 (six) months of the election of any ManagingDirector by the Board of Directors, any of the members of theBoard of Directors elected by being nominated by the majorityof A or B Group shares requests in writing the dismissal of theManaging Director, then the members of the Board of Directorsshall cause the Board of Directors to convene as soon aspossible and at the latest within 30 days following the date ofsuch written request in order to vote the dismissal of theManaging Director and the dismissal of the Managing Directorshall be voted. If the Managing Director is dismissed as a resultof such voting, as soon as possible and at the latest within 15Coca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 10 of 27


dismissal, the members of the Board of Directors elected bybeing nominated by the majority of A Group shares willnominate candidate(s) for a Managing Director for a secondtime and the Managing Director shall be elected from amongsuch candidates in accordance with Article 8.3.3 . Save for theprovisions of Article 8.8 below, in the event, within 6 (six)months of the appointment of such subsequent ManagingDirector by the Board of Directors, any of the members of theBoard of Directors elected by being nominated by the majorityA or B Group shares requests in writing the dismissal of theManaging Director, then the members of the Board of Directorsshall cause the Board of Directors to convene as soon aspossible and at the latest within 30 days following the date ofsuch written request in order to vote the dismissal of theManaging Director and the dismissal of the Managing Directorshall be voted in such meeting. If the Managing Director isdismissed as a result of such voting, one of the members of theBoard of Directors, excluding the Chairman of the Board ofDirectors, elected by being nominated by the majority of AGroup shares shall be elected as the Managing Director in theBoard of Directors meeting convened for the dismissal of theManaging Director in accordance with Article 8.3.3 and shallimmediately assume the position of the Managing Director andshall be so appointed.Except the provisions of Article 8. 8 below, none of theshareholders not holding majority of A or B Group shares shallbe entitled to request the dismissal of the Managing Director orthe member of the Board of Directors appointed as theManaging Director pursuant to the procedure set forth abovefrom among the members of the Board of Directors elected bybeing nominated by the majority of A Group shares.8.7. In the event that a member of the Board of Directors,except for the Chairman of the Board of Directors, elected bybeing nominated by the majority of A Group shares to the Boardof Directors, is appointed as the Managing Director pursuant tothe provisions of Article 8.4.46 above, the said member of theBoard of Directors shall remain as Managing Director for theperiod of time until a new Managing Director is appointedpursuant to Articles 8.5.4.3 and 8.64.4 above. In this case, a newManaging Director shall be elected by the members of theBoard of Directors as soon as possible and latest within 3 (three)months after the said member of the Board of Directors assumesoffice as the Managing Director. In the event a new ManagingDirector could not be elected, the said member of the Board ofDirectors will remain as the Managing Director until a newManaging Director is elected according to Articles 8.5 and 8.6.8.8. Any member of the Board of Directors can request theBoard of Directors to review the performance of the ManagingDirector at any time, provided that at least 3 months haveelapsed after the appointment of the Managing Director, ifhe/she believes that the Managing Director’s performance is sopoor that it is detrimental to the business of the Company. Suchrequest must include reasonable documentation of such poorperformance. As soon as possible after the date of such request,a meeting of the Board of Directors shall be convened to reviewthe Managing Director’s performance and after reviewing thedays following such dismissal, the members of the Board ofDirectors elected by being nominated by the majority of AGroup shares will nominate candidate(s) for a ManagingDirector for a second time and the Managing Director shall beelected from among such candidates. Save for the provisions ofArticle 8.4.6 below, in the event, within 6 (six) months of theappointment of such subsequent Managing Director by theBoard of Directors, any of the members of the Board ofDirectors elected by being nominated by the majority A or BGroup shares requests in writing the dismissal of the ManagingDirector, then the members of the Board of Directors shall causethe Board of Directors to convene as soon as possible and at thelatest within 30 days following the date of such written requestin order to vote the dismissal of the Managing Director and thedismissal of the Managing Director shall be voted in suchmeeting. If the Managing Director is dismissed as a result ofsuch voting, one of the members of the Board of Directors,excluding the Chairman of the Board of Directors, elected bybeing nominated by the majority of A Group shares shall beelected as the Managing Director in the Board of Directorsmeeting convened for the dismissal of the Managing Directorand shall immediately assume the position of the ManagingDirector and shall be so appointed.Except the provisions of Article 8.4.6 below, none of theshareholders not holding majority of A or B Group shares shallbe entitled to request the dismissal of the Managing Director orthe member of the Board of Directors appointed as theManaging Director pursuant to the procedure set forth abovefrom among the members of the Board of Directors elected bybeing nominated by the majority of A Group shares.8.4.5. In the event that a member of the Board of Directors,except for the Chairman of the Board of Directors, elected bybeing nominated by the majority of A Group shares to the Boardof Directors, is appointed as the Managing Director pursuant tothe provisions of Article 8.4.4 above, the said member of theBoard of Directors shall remain as Managing Director for theperiod of time until a new Managing Director is appointedpursuant to Articles 8.4.3 and 8.4.4 above. In this case, a newManaging Director shall be elected by the members of theBoard of Directors as soon as possible and latest within 3 (three)months after the said member of the Board of Directors assumesoffice as the Managing Director. In the event a new ManagingDirector could not be elected, the said member of the Board ofDirectors will remain as the Managing Director until a newManaging Director is elected according to Articles 8.4.3 and8.4.4.8.4.6. Any member of the Board of Directors can request theBoard of Directors to review the performance of the ManagingDirector at any time, provided that at least 3 months haveelapsed after the appointment of the Managing Director, ifhe/she believes that the Managing Director’s performance is sopoor that it is detrimental to the business of the Company. Suchrequest must include reasonable documentation of such poorperformance. As soon as possible after the date of such request,a meeting of the Board of Directors shall be convened to reviewthe Managing Director’s performance and after reviewing theCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 11 of 27


matter at such meeting of the Board of Directors, the ChairmanBoard of Directors and/or the members of the Board ofDirectors shall convene the Board of Directors in order to votethe dismissal of the Managing Director within 30 (thirty) daysthereafter and the dismissal of the Managing Director shall bevoted in such meeting. In the event the Managing Director is sodismissed, the members of the Board of Directors elected bybeing nominated by the majority of A Group shares, shallnominate the candidate(s) for a new Managing Director as soonas possible after the dismissal and the procedure described inArticles 8.5. and 8.6. above shall apply until the appointment ofa new Managing Director. The Managing Director will not havethe right to participate in and vote at the meetings of the Boardof Directors where his/her dismissal will be discussed and/orvoted upon.8.9. In the absence of the Managing Director or if there isno Managing Director, then one of the members of the Board ofDirectors, except the Chairman of the Board of Directors,elected in accordance with the provisions of Article 8.3.3 fromamong the members of the Board of Directors elected by beingnominated by the majority of A Group shares, shall immediatelyassume the Managing Director’s position and authorities untilthe Managing Director returns or a replacement has beenappointed. In such circumstances the Board of Directors shallimmediately convene and delegate all the authorities of theManaging Director to the said member of the Board of Directorsuntil the return or replacement of the Managing Director. If theManaging Director is absent for any reason or reasonablyexpected to be absent for more than 4 (four) months, then themembers of the Board of Directors are required to apply theappointment procedure described in Articles 8.5 and 8.6. abovein order to elect a Managing Director.8. 10. The Board of Directors or the Managing Director mayappoint directors, managers or officers with regard to theexecution of the Company's business. The Board of Directorsmay empower them to sign on behalf of the Company.However, the Financial Officer of the Company shall at alltimes be appointed from among those candidates nominated bythe members of the Board of Directors elected by beingnominated by the majority of A Group shares to the Board ofDirectors. Article 342 and applicable subsequent articles of theTurkish Commercial Code will apply to such directors,managers and officers. The term of office of the directors,managers and officers who have the authority to sign on behalfof the Company is not limited to the term of office of the Boardof Directors. In the event that the dismissal of the FinancialOfficer or any other member of the senior management teamwho is elected to be a member of the Board of Directors isrequired, he/she will not have the right to participate in and/orvote at the meetings of the Board of Directors where his/herdismissal will be discussed and/or voted upon.matter at such meeting of the Board of Directors, the ChairmanBoard of Directors and/or the members of the Board ofDirectors shall convene the Board of Directors in order to votethe dismissal of the Managing Director within 30 (thirty) daysthereafter and the dismissal of the Managing Director shall bevoted in such meeting. In the event the Managing Director is sodismissed, the members of the Board of Directors elected bybeing nominated by the majority of A Group shares, shallnominate the candidate(s) for a new Managing Director as soonas possible after the dismissal and the procedure described inArticles 8.4.3 and 8.4.4 above shall apply until the appointmentof a new Managing Director. The Managing Director will nothave the right to participate in and vote at the meetings of theBoard of Directors where his/her dismissal will be discussedand/or voted upon.8.4.7. In the absence of the Managing Director or if there isno Managing Director, then one of the members of the Board ofDirectors, except the Chairman of the Board of Directors,elected from among the members of the Board of Directorselected by being nominated by the majority of A Group shares,shall immediately assume the Managing Director’s position andauthorities until the Managing Director returns or a replacementhas been appointed. In such circumstances the Board ofDirectors shall immediately convene and delegate all theauthorities of the Managing Director to the said member of theBoard of Directors until the return or replacement of theManaging Director. If the Managing Director is absent for anyreason or reasonably expected to be absent for more than 4(four) months, then the members of the Board of Directors arerequired to apply the appointment procedure described inArticles 8.4.3 and 8.4.4 above in order to elect a ManagingDirector.8.4.8. The Board of Directors may appoint directors,managers or officers with regard to the execution of theCompany's business. The Board of Directors may empowerthem to sign on behalf of the Company. However, the FinancialOfficer of the Company shall at all times be appointed fromamong those candidates nominated by the members of theBoard of Directors elected by being nominated by the majorityof A Group shares to the Board of Directors. The term of officeof the directors, managers and officers who have the authority tosign on behalf of the Company is not limited to the term ofoffice of the Board of Directors. In the event that the dismissalof the Financial Officer or any other member of the seniormanagement team who is elected to be a member of the Boardof Directors is required, he/she will not have the right toparticipate in and/or vote at the meetings of the Board ofDirectors where his/her dismissal will be discussed and/or votedupon.Representation of the CompanyArticle 9:8.5. Representation of the CompanyThe management of the Company and its representationbelongs to the Board of Directors.Coca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 12 of 27


In order for all documents, notes, powers of attorney,commitments, agreements, offers and acceptances to be validand binding upon the Company, they should bear the signaturesof two persons under the name of the Company who are dulyauthorized, registered and announced to represent and bind theCompany.In order for all documents, notes, powers of attorney,commitments, agreements, offers and acceptances to be validand binding upon the Company, they should bear the signaturesof two persons under the name of the Company who are dulyauthorized, registered and announced to represent and bind theCompany.The Board of Directors designates the persons empoweredin the name of the Company having signature authorityunder the trade name of the Company and registers andannounces the notarized copy of the decision showing suchpersons and their representation forms with the TradeRegistry.The office terms of the persons granted the authority torepresent the company are not limited with the office termsof the Board of Directors members.Auditor and Duties of the CompanyArticle 10:10.1. The General Meeting of Shareholders shall electamong the shareholders or from outside 3 (three) statutoryauditors for a term of 1 (one) year. Auditors whose terms ofoffice have been expired may be reelected.Two auditors shall be elected from among candidatesnominated by the majority of A Group Shares and one auditorshall be elected from among the candidates nominated by themajority of the B Group Shares. In case majority can not beattained in any share group, any shareholder regardless of itsgroup will have the right to make such nominations instead ofthe majority which could not be attained.Auditor and DutiesArticle 9:9.1. To the extent mandatorily required by the TurkishCommercial Code and other related legislation, the GeneralMeeting of Shareholders shall elect one auditor in every fiscalyear and in any case before the end of the fiscal year duringwhich he/she will perform his/her duties in accordance withthe Turkish Commercial Code. After the election, the Boardof Directors will immediately register such auditor and willannounce the same in the Turkish Trade Registry Gazetteand in its website.The auditors are responsible for carrying out the dutiesprescribed by Articles 353-357 of the Turkish CommercialCode.10.2. Apart from the statutory auditors the Company shallappoint, in accordance with the relevant legislation, as externalauditors, an audit firm associated with an internationallyrecognized independent audit firm which is acceptable inaccordance with the Turkish regulations and practice, by aBoard decision. An audit firm whose term has expired may bere-appointed. The regulations of the Capital Market Board withrespect to the election and approval of the independent auditorsand independent audit principles shall be complied with.10.3. Pursuant to the Capital Market Law and regulationswhich the Capital Market Board requires to be implementedThe Board of Directors shall establish a committee of minimumtwo members elected from among the Board members to beresponsible for auditing.9.2. The auditor is responsible to perform his/her dutiesimposed by the Turkish Commercial Code, Capital MarketsLaw and other related legislation within the boundariesstipulated under the law.9.3. Pursuant to the Capital Market Law and regulationswhich the Capital Market Board requires to be implementedThe Board of Directors shall establish a committee of minimumtwo members elected from among the Board members to beresponsible for auditing.Coca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 13 of 27


General Meeting of ShareholdersArticle 11:a) Method of Invitation for General Meeting:General Meeting of Shareholders shall convene either ordinaryor extraordinary. The provisions of Articles 355, 365, 366 and368 of the Turkish Commercial Code shall apply to theinvitation to such meetings within the limits set forth in Article11 of the Capital Markets Law. The regulations of the CapitalMarkets Board regarding the invitation for, and announcementof the General Meeting of Shareholders are respected.b) Date of Meeting:The ordinary General Meeting of Shareholders shall beconvened at least once a year within 3 (three) months followingthe end of the fiscal year of the Company. ExtraordinaryGeneral Meeting of Shareholders shall be held at cases andtimes required by the affairs of the Company.c) Voting and Representation :Each shareholder, including the A and B Group shares, shallhave 1 (one) vote for each share at ordinary or extraordinaryGeneral Meetings of Shareholders. Shareholders may berepresented at General Meetings of Shareholders by proxiesgiven either to other shareholders or to those who are notshareholders. Such proxy holders who are also shareholdersshall have the right, apart from their own vote, to vote for eachshare which they represent. The form of the proxy shall bedetermined and announced by the Board of Directors incompliance with the Capital Markets legislation.General Meeting of ShareholdersArticle 10:a) Method of Invitation for General Meeting:General Meeting of Shareholders shall convene either ordinaryor extraordinary. The General Meeting of Shareholders iscalled for meeting by an announcement published in thewebsite of the Company, in a newspaper issued in the placewhere its head offices are located, in the Turkish TradeRegistry Gazette, in the Public Disclosure Platform andother places determined by the Capital Markets Board.Such call must be made at least three (3) weeks before thedate of the meeting, excluding the announcement andmeeting days. All kinds of communication means includingelectronic communication.is used in the calls for themeeting. The regulations of the Capital Markets Boardregarding the invitation for, notification and announcement ofthe General Meeting of Shareholders are respected. Articles410, 411 and 412 of the Turkish Commercial Code shallapply with regard to the authority to convene the GeneralMeeting of Shareholders.b) Date of Meeting:The ordinary General Meeting of Shareholders shall beconvened within 3 (three) months following the end of eachfiscal year. In case it is necessary for the Company or in theevent of occurrence of compulsory and urgent reasons, theGeneral Meeting of Shareholders shall be convenedextraordinarily in accordance with the relevant provisionsof the Turkish Commercial Code and the Capital MarketsLaw.c) Voting Right and Representation:Each shareholder, including the A and B Group shares, shallhave 1 (one) vote for each share at ordinary or extraordinaryGeneral Meetings of Shareholders. At the General Meetings ofShareholders, the voting right of each shareholder iscalculated by comparing the sum of nominal values of theirshares to the sum of the nominal value of the Company’scapital.All shareholders listed in the “List of Allowed Attendees tothe General Assembly of Shareholders” prepared by theBoard of Directors have the right to attend to the GeneralAssembly Meetings of the Shareholders. Such shareholdersmay participate to the General Assembly Meetings of theShareholders to use their rights attached to their shares inperson or they may send a third person who is or is not ashareholder to the General Assembly Meeting of theShareholders as a representative. The person using theparticipation rights as a representative obeys theinstructions of the person being represented. Noncompliancewith the instruction does not invalidate the vote.The form of the proxy shall be determined by the Board ofDirectors by taking into account the regulations of theCapital Markets Board with respect to proxy voting.d) The Meeting Procedure and Decision Quorum:During the ordinary General Meetings of Shareholders, thed) The Meeting Procedure and Decision Quorum:During the ordinary General Meetings of Shareholders,Coca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 14 of 27


matters set forth in Article 369 of the Turkish Commercial Codeshall be discussed and decisions concerning such matters shallbe taken.The meeting and decision quorum at the General Meeting ofShareholders shall be determined in accordance with theprovisions of the Turkish Commercial Code and the CapitalMarkets legislation. The provisions of these Articles ofAssociation which require higher meeting and decision quorumsare reserved.discussion shall be held and decisions shall be takenregarding the election of bodies of the Company, financialstatements, annual report of the Board of Directors,allocation of the profit, determination of the rates of theprofit and dividends to be distributed, release of themembers of the Board of Directors and other mattersconcerning fiscal year and considered necessary.The meeting and decision quorum at the General Meeting ofShareholders shall be determined in accordance with theprovisions of the Turkish Commercial Code and the CapitalMarkets legislation. The provisions of these Articles ofAssociation which require higher meeting and decision quorumsare reserved.In order to take any of the Major Decisions mentioned in Article8.3.5 above and submitted for voting at the General Meeting ofShareholders, whether it is compulsory to be voted at theGeneral Meeting of Shareholders or not, the presence andaffirmative votes of shareholders holding at least 80% of both AGroup and B Group shares separately shall be required.In the General Meeting of Shareholders, votes are cast byraising hands. Upon written demand of the shareholdersrepresenting at least 1/10th of the fully paid-up share capitalfrom among those present at the meeting, secret voting is taken.In order to take any of the Major Decisions mentioned in Article8.3.5 above and submitted for voting at the General Meeting ofShareholders, whether it is compulsory to be voted at theGeneral Meeting of Shareholders or not, the presence andaffirmative votes of shareholders holding at least 80% of both AGroup and B Group shares separately shall be required.In the General Meeting of Shareholders, votes are cast byraising hands. Upon written demand of the shareholdersrepresenting at least 1/10th of the fully paid-up share capitalfrom among those present at the meeting, secret voting is taken.Provisions of Article 416 of the Turkish Commercial Codeare reserved.e) Notification:Ordinary and extraordinary General Meetings of Shareholdersshall be notified to the Ministry of Customs and Trade,Presidency of Istanbul Stock Exchange and Capital MarketsBoard at least two weeks prior to the date of the meeting. Theagenda and the other documents related with the meeting shallbe attached to such notification. The notifications to be mademust comply with the Capital Markets Board legislation.f) Place of Meetings:The General Meetings of Shareholders shall be held at the headoffice of the Company or at such other location designated bythe Board of Directors in the city where the head office of theCompany is located.e) Electronic General Assembly Meeting:Beneficial owners entitled to attend General AssemblyMeetings of the Shareholders may do so by electronic meansas per Article 1527 of the Turkish Commercial Code. TheCompany may establish the electronic meeting system byitself to enable beneficial owners attend General AssemblyMeetings of the Shareholders, make proposals, expressopinions and vote by electronic means or purchase the samefrom dedicated system providers pursuant to the provisionsof the Regulations on Attendance at General AssemblyMeetings of Joint Stock Companies by Electronic Means.Beneficial owners shall be ensured to exercise their rights setforth in the Regulation via the said system at all generalassembly meetings pursuant to this provision of the Articlesof Association.f) Place of Meetings:The General Meetings of Shareholders shall be held at the headoffice of the Company or at such other suitable location in thecity where the head office of the Company is located.Internal DirectiveArticle 11:The matters regarding the General Assembly Meetings ofShareholders not included in these Articles of Associationwill be regulated and applied under an internal directive tobe issued in accordance with paragraph 2 of Article 419 ofCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 15 of 27


the Turkish Commercial Code and the Article 40 andfollowing provisions of “Regulation on the Procedure andPrinciples of the Joint Stock Companies andRepresentatives of the Customs and Trade Ministry to BePresent in the Meetings” provided that they are notcontradictory with the Turkish Commercial Code and theseArticles of Association.Presence of Ministry Representative at the MeetingsArticle 12:A representative from the Ministry of Customs and Trade mustbe present at the ordinary or extraordinary General Meetings ofShareholders and must sign the minutes of the meetings togetherwith the relevant persons. The resolutions taken at GeneralMeetings of Shareholders held in the absence of therepresentative and the minutes not signed by the representativeare not valid.Presence of Ministry Representative at the MeetingsArticle 12:A representative from the Ministry of Customs and Trade mustbe present at the ordinary or extraordinary General Meetings ofShareholders and must sign the minutes of the meetings togetherwith the relevant persons. With respect to this issue, themethods and transactions stated in the provisions of the“Regulation on the Procedure and Principles of the JointStock Companies and Representatives of the Customs andTrade Ministry to Be Present in the Meetings” and in otherrelated legislation are respected.Announcements of the CompanyArticle 13:Announcements regarding the Company shall be made througha newspaper published in the place where the Companyheadquarters is located provided that paragraph 4 Article 37 ofTurkish Commercial Code, provisions of Capital Market Lawand communiqués issued by the Capital Market Board arereserved. However, pursuant to the provisions of Article 368 ofTurkish Commercial Code, Capital Market Law and regulationswhich the Capital Market Board requires to be implemented,announcements concerning calls for General Assemblymeetings have to be made at least 3 (three) weeks in advanceexcluding announcement and meeting days.Announcements of the CompanyArticle 13:Save for the Capital Markets Law and the related provisionsof the communiques of the Capital Markets Board,announcements of the Company are published in the website ofthe Company, in a newspaper published in the city where thehead office of the Company is located and in the TurkishRegistry Gazette.The provisions of Article 370 of the Turkish Commercial Codeare reserved.The provisions of Articles 397 and 438 of the TurkishCommercial Code shall apply to the announcements for capitaldecrease and dissolution. All announcements concerning theCompany shall be sent by registered mail to the addressesrecorded in the books of the Company of the shareholdersholding registered shares.Fiscal YearArticle 14:The fiscal year of the Company begins on the first day ofJanuary and ends on the last day of December.The accounting books and records of the Company will also bekept in conformity with the International Financial ReportingStandards (IFRS).Fiscal PeriodArticle 14:The fiscal period of the Company begins on the first day ofJanuary and ends on the last day of December.The accounting books and records of the Company will also bekept in conformity with the International Financial ReportingStandards (IFRS).Coca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 16 of 27


Determination and Distribution of ProfitArticle 15:The Company profit shall be determined in accordance with theTurkish Commercial Code, Capital Markets Legislation andgenerally accepted accounting principles. The net profit is theamount shown in the annual balance sheet as the remainingamount after such amounts as the Company’s general expensesand various depreciation that should be paid and set aside by theCompany and the tax to be paid by the Company are deductedfrom the revenues determined at the end of the fiscal year.Out of the profit generated before the corporate tax and othermandatory taxes and funds of the same nature are deducted, 2%shall be set aside as donation to Anadolu Eğitim ve SosyalYardım Foundation and 1% shall be set aside as donation to afoundation that the B Group shareholders will determine, aslong as they are tax exempt foundations, without prejudice tothe first dividend and the first sequence legal reserves. In orderto amend this provision, the quorum for the General Meeting ofShareholders shall consist of the presence of the shareholdersrepresenting the majority of the Company’s capital and theshareholders representing the majority of the Company’s capitalvote affirmatively. In case the Capital Market Board imposes arestriction with respect to donations, the weighted quorumsmentioned above shall not apply to articles of associationamendments to be made for the purpose of complying with thelegislation.The provisions of the Capital Markets legislation regarding thepublic disclosure shall be respected for the donations and aids tobe made according to this article.The net profit is distributed as below following the deduction ofthe loss of previous year, if any.First Sequence Legal Reserves:a) 5% is set aside as legal reserves.First Dividend:b) Over the amount arrived at by adding thedonations and aid made during the year, thefirst dividend is set aside in the rate andamount determined by the Capital MarketsBoard from the remaining amount.Second Dividend:c) Following the deduction of the amountsmentioned in paragraph (a) and (b) above, theGeneral Meeting of Shareholders isauthorized either to decide according toArticle 11 paragraph d above to distribute theremaining partially or completely as seconddividend share or to set aside as extraordinaryreserves to be left with the Company.Second Sequence Legal Reserves:Net Period Profit, Reserves and ProvisionsArticle 15:1. Net Period Profit of the Company:a) The net period profit of the Company is the amountcalculated by the subtraction of the expenses of its activitiesand other expenses, donations and aids, corporate tax andsimilar kind of taxes and funds from revenue, other incomeand profits obtained from its activities.b) Out of the profit generated before the corporate tax andother taxes and funds of the same nature are deducted, 2% shallbe set aside as donation to Anadolu Education and Social AidFoundation (Anadolu Egitim ve Sosyal Yardım Vakfı) and 1%shall be set aside as donation to a foundation that the majority ofB Group shares will determine, as long as they are tax exemptfoundations and without prejudice to the profit share whichwill be determined to be paid mandatorily by the CapitalMarkets Law. In order to amend this provision, the sharesrepresenting the majority of the Company’s capital must bepresent at the General Meeting of Shareholders and the sharesrepresenting the majority of the Company’s capital mustapprove such amendment. In the event that a restrictinglegislation has been made by the Capital Markets Board withrespect to the donations, the aforementioned aggravated quorumshall not apply to the amendment of the Articles of Associationto be made to comply with the legislation.The provisions of the Capital Markets legislation regarding thepublic disclosure shall be respected for the donations and aids tobe made according to this article.2. Distribution of the Net Period Profit:Respectively from the net period profit calculated asstipulated under Article 1 (a) above;a) As per Article 519 of the Turkish Commercial Code, 5%is set aside as general legal reserves until it accumulates upto twenty percent of the paid up capital.b) The General Assembly Meeting of Shareholders shalldecide to distribute profit to the shareholders in accordancewith the regulations of the Capital Markets Board and theprovisions of the related legislation over the amountcalculated by adding the donations and aid made inaccordance with sub-paragraphs (a) and (b) of paragraph 1above to the remaining profit amount.c) The General Assembly Meeting of Shareholders shalldecide whether the remaining profit amount be distributedto the shareholders or be kept within the Company as freereserves. Article 509 of the Turkish Commercial Code willbe taken into account in the profit distribution to be madefrom the free reserves.Coca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 17 of 27


d) Following the deduction of profit share in theratio of 5% of the paid-up capital from thepart decided to be distributed to shareholdersand to other persons participating to the profit,10% of the amount determined is set aside assecond sequence legal reserves in accordancewith paragraph 3 section 2 of Article 466 ofTurkish Commercial Code.e) In the event the legal reserves which arerequired to be set aside by law are not setaside and the first dividend determined for theshareholders in the articles of association isnot distributed in cash and/or as sharecertificates, it is not possible to decide to setaside other reserves, to transfer profits to thefollowing year and to distribute profit share toparticipating, founder and ordinary usufructdeed owners, board members and officers,workers, employees, foundations establishedfor various purposes and such persons and/orinstitutions.f) The dividend is distributed equally as of thefiscal period to whole of the existing shareswithout taking into consideration the issuanceand acquisition dates.g) Share groups do not have any privileges withrespect to dividend.Advance Cash Dividend:h) Advance cash dividends may be distributedout of the profits that appear in the interimfinancial tables that have been prepared inevery 3 months, 6 months and 9 months inaccordance with the Capital Marketlegislation and have gone through anindependent limited audit. The Capital Marketlegislation shall be applied in distributingadvance dividends.The mode and the time of the yearly profit distribution shall bedecided by the General Meeting of Shareholders upon theproposal of the Board of Directors and in compliance with theTurkish Commercial Code and the Capital Market legislation.The profit distributed in compliance with the provisions of theArticles of Association cannot be refunded.d) Following the deduction of an amount calculated as 5% ofthe paid-up capital from the total amount to be distributedto those who will receive profit in accordance with subparagraphc of paragraph 2 of Article 519, 10% of theamount determined is set aside as general legal reserves .e) In the event the legal reserves which are required to be setaside by law and the profit amount determined for theshareholders in these Articles of Association and which ismandatorily required to be distributed by the CapitalMarkets Board are not set aside, it is not possible to decideto set aside other reserves, to transfer profits to thefollowing year and to distribute profit share to participating,founder and ordinary usufruct deed owners, officers,workers, employees, foundations established for variouspurposes and such persons and/or institutions.f) The dividend is distributed equally as of the fiscal periodto whole of the existing shares without taking intoconsideration their issuance and acquisition dates.g) Share groups do not have any privileges with respect todividend.h) Advance cash dividends may be distributed out of theprofits that appear in the interim financial tables that havebeen prepared in every 3 months, 6 months and 9 months inaccordance with the Capital Markets legislation and havegone through an independent limited audit. The relevantCapital Markets legislation shall apply to the distribution ofadvance cash dividends.i) Articles 519 and 520 of the Turkish Commercial Code, aswell as provisions of the Accounting Standards of Turkey,Capital Markets Law and related legislation shall berespected with regard to the setting aside of reserves andprovisions.The method and time of the profit distribution shall bedecided by the General Meeting of Shareholders upon theproposal of the Board of Directors. The provisions of thecapital markets legislation are reserved.Reserve FundArticle 16:The provisions of Article 466 and 467 of the TurkishCommercial Code shall apply to the reserve fund to be set asideby the Company.DeadlockArticle 17:17.1. If the shareholders holding A and B Group shares, shallhave at any time been unable for a period of 2 (two) months ormore to agree on a matter relating to the Major Decisions as setReserve FundArticle 16:The provisions of Article 466 and 467 of the TurkishCommercial Code shall apply to the reserve fund to be set asideby the Company.DeadlockArticle 16:16.1. If the shareholders holding A and B Group shares, shallhave at any time been unable for a period of 2 (two) months ormore to agree on a matter relating to the Major Decisions as setCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 18 of 27


forth in Article 8.3.5 having in the interim made good faithefforts to agree, and if in the reasonable opinion of any of theshareholders holding A or B Group shares agree that suchfailure shall prevent the Company from continuing tosuccessfully operate its business, then senior officers fromshareholders holding A and B Group shares with full authorityin writing would meet directly to seek a resolution of thedisagreement(s). In the event that the disagreement remainsunresolved for a period of 60 (sixty) days (the 2 (two) monthperiod and the 60 (sixty) day period mentioned hereinabove willhereafter be referred to together the “Negotiation Period”) aftersuch meeting, then the shareholders holding B Group sharesshall deliver to the shareholders holding A Group shares a CallNotice as hereinafter defined below with the effects statedtherein by serving a notice specifying the documented factsestablishing the circumstances entitling them to deliver suchnotice.17.2.forth in Article 8.3.5 having in the interim made good faithefforts to agree, and if in the reasonable opinion of any of theshareholders holding A or B Group shares agree that suchfailure shall prevent the Company from continuing tosuccessfully operate its business, then senior officers fromshareholders holding A and B Group shares with full authorityin writing would meet directly to seek a resolution of thedisagreement(s). In the event that the disagreement remainsunresolved for a period of 60 (sixty) days (the 2 (two) monthperiod and the 60 (sixty) day period mentioned hereinabove willhereafter be referred to together the “Negotiation Period”) aftersuch meeting, then the shareholders holding B Group sharesshall deliver to the shareholders holding A Group shares a CallNotice as hereinafter defined below with the effects statedtherein by serving a notice specifying the documented factsestablishing the circumstances entitling them to deliver suchnotice.16.2.(A)SharesCall Notice by the Shareholders Holding B Group(A)SharesCall Notice by the Shareholders Holding B GroupUpon the occurrence of (a) an unresolved deadlockcontemplated by the paragraph 17.1 above (b) a force majeureevent (for the purposes of these Articles of Association, “ForceMajeure Event” shall mean the effect of any order, regulation,decree, law, statute or directive, whether promulgated in theform of law or otherwise, of any Government Entity whichasserts jurisdiction over the assets or activities of the Companyand/or the related shareholder holding A and/or B Group shares,any insurrection, riot, war, state of emergency, boycott,embargo, strike, lock out, other labor disturbance, fire, flood orother Act of God, or any other cause beyond the reasonablecontrol of the shareholders holding A and/or B Group shareswhich shall effectively prevent (i) the implementation of thewhole or a substantial part of these Articles of Association,and/or (ii) any shareholder or shareholders holding A and/or BGroup shares from performing its or their obligations hereunderand/or obtaining the benefit hereof, and/or (iii) the Companyfrom carrying on the business, including the issue of any finaland enforceable measure ordering the liquidation or otherdissolution of the Company (except for any re-organizationunder the same ownership), and any event which is unforeseenor beyond the reasonable control of the respective shareholderholding A and/or B Group shares and/or the Company, or ifforeseen, unavoidable, and which arises after the date of theseArticles of Association; provided however that any devaluationof the Turkish Lira against foreign currencies will not beconsidered force majeure), (c) a breach by shareholders holdingA Group shares of the Protocol signed between the shareholdersholding A and B Group shares or any other agreement whichwill be entered into between the shareholders holding A and BGroup shares and stipulated by the same to be related to the saidProtocol, and which cannot be remedied with 180 (one hundredand eighty) days of written notice requiring such breach to beremedied, (d) if bankruptcy of any one of the shareholdersholding A Group shares is finalized or insolvency certificatewith regard to any one of the shareholders holding A Groupshares is obtained or any one of such shareholders applies forUpon the occurrence of (a) an unresolved deadlockcontemplated by the paragraph 16.1 above (b) a force majeureevent (for the purposes of these Articles of Association, “ForceMajeure Event” shall mean the effect of any order, regulation,decree, law, statute or directive, whether promulgated in theform of law or otherwise, of any Government Entity whichasserts jurisdiction over the assets or activities of the Companyand/or the related shareholder holding A and/or B Group shares,any insurrection, riot, war, state of emergency, boycott,embargo, strike, lock out, other labor disturbance, fire, flood orother Act of God, or any other cause beyond the reasonablecontrol of the shareholders holding A and/or B Group shareswhich shall effectively prevent (i) the implementation of thewhole or a substantial part of these Articles of Association,and/or (ii) any shareholder or shareholders holding A and/or BGroup shares from performing its or their obligations hereunderand/or obtaining the benefit hereof, and/or (iii) the Companyfrom carrying on the business, including the issue of any finaland enforceable measure ordering the liquidation or otherdissolution of the Company (except for any re-organizationunder the same ownership), and any event which is unforeseenor beyond the reasonable control of the respective shareholderholding A and/or B Group shares and/or the Company, or ifforeseen, unavoidable, and which arises after the date of theseArticles of Association; provided however that any devaluationof the Turkish Lira against foreign currencies will not beconsidered force majeure), (c) a breach by shareholders holdingA Group shares of the Protocol signed between the shareholdersholding A and B Group shares or any other agreement whichwill be entered into between the shareholders holding A and BGroup shares and stipulated by the same to be related to the saidProtocol, and which cannot be remedied with 180 (one hundredand eighty) days of written notice requiring such breach to beremedied, (d) if bankruptcy of any one of the shareholdersholding A Group shares is finalized or insolvency certificatewith regard to any one of the shareholders holding A Groupshares is obtained or any one of such shareholders applies forCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 19 of 27


composition with creditors or has a substantial portion of itsassets seized or expropriated by a governmental body or isdissolved or liquidated except as part of a scheduledreorganization which has no adverse effect on it, (e) a direct orindirect change in the Control of any shareholder holding AGroup shares or ownership of any shareholder holding A Groupshares is acquired by a competitor of The Coca-Cola Company("TCCC") (except that such acquisition of ownership has beeneffected through a purchase of shares of any shareholderholding A Group shares at the Istanbul Stock Exchange or anyother organized stock exchange and such investment andownership does not exceed, in aggregate 10% of the capital ofeach of shareholders holding A Group shares at the time ofmaking such investment or acquisition of such ownership) or ifany one of the shareholders holding A Group shares or any oftheir Affiliates becomes a party to a bottler’s or similaragreement with any company which is a competitor of TCCC,and/or (f) non-renewal of any Bottler’s Agreement signed byand between the Company and TCCC and The Coca-ColaExport Corporation ("TCCEC") within a period exceeding 60(sixty) days after its expiry or any termination of such Bottler’sAgreement; the shareholders holding B Group shares shalldeliver to the shareholders holding A Group shares a CallNotice as defined herein below.In the event the causes set forth above under (b), (c), (d) and (e)occur for and/or affect only one of the shareholders holding AGroup shares, the shareholders holding B Group shares shallexercise their right of delivering a Call Notice only against suchshareholder holding A Group shares. In case of deadlock, theshareholders holding B Group shares shall be entitled toexercise their right of delivering a Call Notice only against theshareholder holding A Group shares who, in the sole opinion ofthe shareholders holding B Group shares, has created suchdeadlock.(i) Call Notice:Upon the occurrence of any of the causes set forth in theparagraph 17.2 (A) above, the shareholders holding B Groupshares shall send a notice (“Call Notice”) requiring theshareholders holding A Group shares to sell to the shareholdersholding B Group shares or their designees all (but not less thanall) the shares in the Company owned by them at a price to bedetermined in accordance with the provisions of the nextparagraph (“Sale Price”) and the shareholders holding A Groupshares shall sell such shares to the shareholders holding BGroup shares or their designees at the Sale Price within 30(thirty) days of receipt of the Call Notice.composition with creditors or has a substantial portion of itsassets seized or expropriated by a governmental body or isdissolved or liquidated except as part of a scheduledreorganization which has no adverse effect on it, (e) a direct orindirect change in the Control of any shareholder holding AGroup shares or ownership of any shareholder holding A Groupshares is acquired by a competitor of The Coca-Cola Company("TCCC") (except that such acquisition of ownership has beeneffected through a purchase of shares of any shareholderholding A Group shares at the Istanbul Stock Exchange or anyother organized stock exchange and such investment andownership does not exceed, in aggregate 10% of the capital ofeach of shareholders holding A Group shares at the time ofmaking such investment or acquisition of such ownership) or ifany one of the shareholders holding A Group shares or any oftheir Affiliates becomes a party to a bottler’s or similaragreement with any company which is a competitor of TCCC,and/or (f) non-renewal of any Bottler’s Agreement signed byand between the Company and TCCC and The Coca-ColaExport Corporation ("TCCEC") within a period exceeding 60(sixty) days after its expiry or any termination of such Bottler’sAgreement; the shareholders holding B Group shares shalldeliver to the shareholders holding A Group shares a CallNotice as defined herein below.In the event the causes set forth above under (b), (c), (d) and (e)occur for and/or affect only one of the shareholders holding AGroup shares, the shareholders holding B Group shares shallexercise their right of delivering a Call Notice only against suchshareholder holding A Group shares. In case of deadlock, theshareholders holding B Group shares shall be entitled toexercise their right of delivering a Call Notice only against theshareholder holding A Group shares who, in the sole opinion ofthe shareholders holding B Group shares, has created suchdeadlock.(i) Call Notice:Upon the occurrence of any of the causes set forth in theparagraph 16.2 (A) above, the shareholders holding B Groupshares shall send a notice (“Call Notice”) requiring theshareholders holding A Group shares to sell to the shareholdersholding B Group shares or their designees all (but not less thanall) the shares in the Company owned by them at a price to bedetermined in accordance with the provisions of the nextparagraph (“Sale Price”) and the shareholders holding A Groupshares shall sell such shares to the shareholders holding BGroup shares or their designees at the Sale Price within 30(thirty) days of receipt of the Call Notice.The Sale Price shall be determined by mutual agreementbetween the shareholders holding B Group shares and theshareholders holding A Group shares; if the shareholdersholding B Group shares and the shareholders holding A Groupshares cannot agree on the Sale Price within 30 days of thecommencement of their discussions, in cases where the stockprice of the Company can be established, the Sale Price shall bedetermined by taking the average of the daily weighted averagesof the stock prices for the 3 (three) month period retroactively asfrom the date of:The Sale Price shall be determined by mutual agreementbetween the shareholders holding B Group shares and theshareholders holding A Group shares; if the shareholdersholding B Group shares and the shareholders holding A Groupshares cannot agree on the Sale Price within 30 days of thecommencement of their discussions, in cases where the stockprice of the Company can be established, the Sale Price shall bedetermined by taking the average of the daily weighted averagesof the stock prices for the 3 (three) month period retroactively asfrom the date of:Coca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 20 of 27


(i) occurrence of any of the causes set forth in theparagraph 17.2 (A) above;(ii) commencement of the Negotiation Period in casethe Call Notice is sent because of a deadlock;(iii) expiry of the Bottler’s Agreement in case the CallNotice is sent due to the non-renewal of the Bottler’sAgreement after its expiry;and the Sale Price so determined will be binding onboth the shareholders holding B Group shares and theshareholders holding A Group shares.The shareholders holding A Group shares shall sell all (but notless than all) of their shares in the Company to the shareholdersholding B Group shares or their designees at such Sale Pricewithin 15 (fifteen) days of the date of the written determination.However, in the event that the shareholders holding A Groupshares are of the opinion, in their good faith judgment, that thesaid retroactive 3 month stock price is materially different fromthe value of the Company or the stock price of the Companycannot be determined;Then the Sale Price shall be determined by an audit firm (withhead offices in Turkey and associated with an audit firm ofinternational reputation) selected by mutual agreement of theshareholders holding B Group shares and the shareholdersholding A Group shares or in the case the shareholders holdingA Group shares and the shareholders holding B Group sharesfail to agree to select such audit firm within 10 days after thecommencement of their discussions, each of shareholdersholding B Group shares and shareholders holding A Groupshares shall nominate one of the audit firms with head offices inTurkey and associated with an audit firm of internationalreputation, (namely Price Waterhouse, Ernst & Young, DeloitteTouche and KPMG) and notify the other and within five daysafter sending such notice to other shareholders, the shareholdersholding A and B Group shares shall select an audit firm by lotfrom among the audit firms nominated as stated above. In suchevent, the shareholders holding B Group shares and theshareholders holding A Group shares shall instruct the auditfirm that its determination of the Sale Price should be basedupon a discounted cash flow approach consistent with themethodology that was employed in the negotiation of the initialpurchase price of the shares from Atlantic Industries, whichmethodology resulted in a total purchase price that wasapproximately 15% below the discounted cash flow valuationand on the assumption that the Bottler’s Agreement shall beeffective for a term of 10 (ten) years as from the date thevaluation has started and the 15% discount shall also apply tothe price determined by the audit firm; the firm so selected shallprovide its written determination within 60 days from the dateof the written request and the Sale Price so determined will bebinding on both the shareholders holding B Group shares andthe shareholders holding A Group shares.The shareholders holding A Group shares shall sell all (but notless than all) of their shares in the Company to the shareholders(i) occurrence of any of the causes set forth in theparagraph 16.2 (A) above;(ii) commencement of the Negotiation Period in casethe Call Notice is sent because of a deadlock;(iii) expiry of the Bottler’s Agreement in case the CallNotice is sent due to the non-renewal of the Bottler’s Agreementafter its expiry;and the Sale Price so determined will be binding onboth the shareholders holding B Group shares and theshareholders holding A Group shares.The shareholders holding A Group shares shall sell all (but notless than all) of their shares in the Company to the shareholdersholding B Group shares or their designees at such Sale Pricewithin 15 (fifteen) days of the date of the written determination.However, in the event that the shareholders holding A Groupshares are of the opinion, in their good faith judgment, that thesaid retroactive 3 month stock price is materially different fromthe value of the Company or the stock price of the Companycannot be determined;Then the Sale Price shall be determined by an audit firm (withhead offices in Turkey and associated with an audit firm ofinternational reputation) selected by mutual agreement of theshareholders holding B Group shares and the shareholdersholding A Group shares or in the case the shareholders holdingA Group shares and the shareholders holding B Group sharesfail to agree to select such audit firm within 10 days after thecommencement of their discussions, each of shareholdersholding B Group shares and shareholders holding A Groupshares shall nominate one of the audit firms with head offices inTurkey and associated with an audit firm of internationalreputation, (namely Price Waterhouse, Ernst & Young, DeloitteTouche and KPMG) and notify the other and within five daysafter sending such notice to other shareholders, the shareholdersholding A and B Group shares shall select an audit firm by lotfrom among the audit firms nominated as stated above. In suchevent, the shareholders holding B Group shares and theshareholders holding A Group shares shall instruct the auditfirm that its determination of the Sale Price should be basedupon a discounted cash flow approach consistent with themethodology that was employed in the negotiation of the initialpurchase price of the shares from Atlantic Industries, whichmethodology resulted in a total purchase price that wasapproximately 15% below the discounted cash flow valuationand on the assumption that the Bottler’s Agreement shall beeffective for a term of 10 (ten) years as from the date thevaluation has started and the 15% discount shall also apply tothe price determined by the audit firm; the firm so selected shallprovide its written determination within 60 days from the dateof the written request and the Sale Price so determined will bebinding on both the shareholders holding B Group shares andthe shareholders holding A Group shares.The shareholders holding A Group shares shall sell all (but notless than all) of their shares in the Company to the shareholdersCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 21 of 27


holding B Group shares or their designees at such Sale Pricewithin 15 (fifteen) days of the date of the written pricedetermination.(B) Sale Notice by the Shareholders Holding A GroupSharesThe shareholders holding A Group shares shall send a SaleNotice to the shareholders holding B Group shares in the eventthat the Bottler’s Agreement is terminated within its term byTCCC and TCCEC on a basis not provided in the Bottler’sAgreement, then the shareholders holding B Group shares shallbuy all (but not less than all) shares of the shareholders holdingA Group shares in the Company at the Sale Price within 30(thirty) days as from the receipt of the Sale Notice. Theprovisions stated in Article 17.2 (C) are reserved.(C) PriceIn case the rights of sending Call Notice or Sale Notice areexercised due to the termination of the Bottler's Agreementwithin its term by TCCC and TCCEC and on a basis notprovided for in the Bottler’s Agreement, the Sale Price of theshares subject to Call Notice or Sale Notice shall be determinedpursuant to Article 17.2 (A)(i) (in cases where the stock price ofthe Company can be determined, the 3 month period will becalculated retroactively as from the termination date of theBottler’s Agreement), however, this Sale Price will not be lessthan the price in US Dollars of such shares which werepurchased directly or indirectly by Anadolu Group fromAtlantic Industries in 1996 and of such additional shares whichwere purchased by Anadolu Group in 1998 and of such shareswhich were purchased directly by Anadolu Group from E.Ozgorkey Icecek Yatirim A.S. in 2005 and of such shares whichwere acquired by Anadolu Group from the Company in returnfor the capital increase of the Company in 2005 (theaforementioned shares acquired in stated years are in thepossession of shareholders holding A Groups shares), plusadditional capital contributions made until such time includingadditional shares purchased, plus interest (at 6% per annum onUS Dollar amounts including amounts determined byconversion from other currencies as specified below) minus alldividends paid until such time. In the event that free of chargeshares are distributed up to the time of transfer of the shareswhich are subject matter of the Call Notice or the Sale Notice,these shares shall also be transferred, but no additional paymentwill be made for such shares. If the share purchase prices andthe capital contributions including additional shares purchasedare made in a currency other than US Dollar, the conversion toUS Dollar shall be made according to the average selling rate ofUS Dollar at the date of payment or payments of suchcontributions by Anadolu Group as announced by three majorbanks, namely Ziraat Bank, Is Bank and Akbank.(D) InvitationIn the event that, any Bottler’s Agreement entered into betweenthe Company, TCCC and TCCEC is not renewed within aperiod exceeding 60 (sixty) days after its expiration or suchBottler’s Agreement is terminated, then the shareholdersholding B Group shares shall make an invitation to theshareholders holding C Group Shares in order to buy theirshares at the Sale Price defined in Article 17.2(A)(i) inholding B Group shares or their designees at such Sale Pricewithin 15 (fifteen) days of the date of the written pricedetermination.(B) Sale Notice by the Shareholders Holding A GroupSharesThe shareholders holding A Group shares shall send a SaleNotice to the shareholders holding B Group shares in the eventthat the Bottler’s Agreement is terminated within its term byTCCC and TCCEC on a basis not provided in the Bottler’sAgreement, then the shareholders holding B Group shares shallbuy all (but not less than all) shares of the shareholders holdingA Group shares in the Company at the Sale Price within 30(thirty) days as from the receipt of the Sale Notice. Theprovisions stated in Article 16.2 (C) are reserved.(C) PriceIn case the rights of sending Call Notice or Sale Notice areexercised due to the termination of the Bottler's Agreementwithin its term by TCCC and TCCEC and on a basis notprovided for in the Bottler’s Agreement, the Sale Price of theshares subject to Call Notice or Sale Notice shall be determinedpursuant to Article 16.2 (A)(i) (in cases where the stock price ofthe Company can be determined, the 3 month period will becalculated retroactively as from the termination date of theBottler’s Agreement), however, this Sale Price will not be lessthan the price in US Dollars of such shares which werepurchased directly or indirectly by Anadolu Group fromAtlantic Industries in 1996 and of such additional shares whichwere purchased by Anadolu Group in 1998 and of such shareswhich were purchased directly by Anadolu Group from E.Ozgorkey Icecek Yatirim A.S. in 2005 and of such shares whichwere acquired by Anadolu Group from the Company in returnfor the capital increase of the Company in 2005 (theaforementioned shares acquired in stated years are in thepossession of shareholders holding A Groups shares), plusadditional capital contributions made until such time includingadditional shares purchased, plus interest (at 6% per annum onUS Dollar amounts including amounts determined byconversion from other currencies as specified below) minus alldividends paid until such time. In the event that free of chargeshares are distributed up to the time of transfer of the shareswhich are subject matter of the Call Notice or the Sale Notice,these shares shall also be transferred, but no additional paymentwill be made for such shares. If the share purchase prices andthe capital contributions including additional shares purchasedare made in a currency other than US Dollar, the conversion toUS Dollar shall be made according to the average selling rate ofUS Dollar at the date of payment or payments of suchcontributions by Anadolu Group as announced by three majorbanks, namely Ziraat Bank, Is Bank and Akbank.(D) InvitationIn the event that, any Bottler’s Agreement entered into betweenthe Company, TCCC and TCCEC is not renewed within aperiod exceeding 60 (sixty) days after its expiration or suchBottler’s Agreement is terminated, then the shareholdersholding B Group shares shall make an invitation to theshareholders holding C Group Shares in order to buy theirshares at the Sale Price defined in Article 16.2(A)(i) inCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 22 of 27


accordance with the relevant provisions of the Capital Marketlegislation.(E) Cessation of Special RightsIn the event that all or the majority of the B Group shares aretransferred to persons who are not Affiliate of shareholdersholding B Group shares or to persons other than those stated inArticle 18.3 below; or in the event that the shareholders holdingB Group shares lose the Control on their Affiliates that theyhave transferred all or the majority of their B Group shares; orTCCC and/or its Affiliates lose directly or indirectly the Controlon entities which have taken over all or the majority of B Groupshares pursuant to Article 18.2(vii) and/or Article 18.3 below,then all the privileges and the special rights given to B Groupshares in these Articles of Association (including the privilegesand the special rights set forth in Articles 8, 10, 11, 15, 17 and18) shall automatically cease to exist. In this case, all existing BGroup shares shall be converted to C Group shares. Theshareholders holding B Group shares shall vote in the samedirection as the shareholders holding A Group shares in themeetings of the Board of Directors and the General Meetings ofShareholders to be held to amend these Articles of Associationaccordingly and the shareholders holding B Group shares shallapprove such decision in the special general meeting to be heldby the shareholders holding B Group shares.In the event that all or the majority of the A Group shares aretransferred to persons who are not Affiliate of shareholdersholding A Group shares or to persons other than those stated inArticle 18.3; or in the event that the shareholders holding AGroup shares lose the Control on their Affiliates that they havetransferred all or the majority of their A Group shares; orAnadolu Group and/or its Affiliates lose directly or indirectlythe Control on entities which have taken over all or the majorityof A Group shares pursuant to Article 18.2(vii) and/or Article18.3 below, then all the privileges and the special rights given toA Group shares in these Articles of Association (including theprivileges and the special rights set forth in Articles 8, 10, 11,15, 17 and 18) shall automatically cease to exist. In this case, allexisting A Group shares shall be converted to C Group shares.The shareholders holding A Group shares shall vote in the samedirection as the shareholders holding B Group shares in themeetings of the Board of Directors and the General Meetings ofShareholders to be held to amend these Articles of Associationaccordingly and the shareholders holding A Group shares shallapprove such decision in the special general meeting to be heldby the shareholders holding A Group shares.Provided that the two paragraphs written above are reserved, inthe event the direct control or indirect control through Affiliateswhich TCCC and/or Anadolu Group exercises on the personswho have partially taken over A and/or B Group shares(provided not to constitute the majority or the entirety thereof)pursuant to the Articles 18.2 (vii) and/or 18.3 below ends, the Aand/or B Group shares taken over by the said persons shall beconverted into C Group shares. In board of directors and generalshareholders’ meetings to be held for articles of associationamendments to be made in that regard, shareholders holding Aand/or B Group shares shall vote to the same effect andaccordance with the relevant provisions of the Capital Marketlegislation.(E) Cessation of Special RightsIn the event that all or the majority of the B Group shares aretransferred to persons who are not Affiliate of shareholdersholding B Group shares or to persons other than those stated inArticle 17.3 below; or in the event that the shareholders holdingB Group shares lose the Control on their Affiliates that theyhave transferred all or the majority of their B Group shares; orTCCC and/or its Affiliates lose directly or indirectly the Controlon entities which have taken over all or the majority of B Groupshares pursuant to Article 17.2(vii) and/or Article 17.3 below,then all the privileges and the special rights given to B Groupshares in these Articles of Association (including the privilegesand the special rights set forth in Articles 8, 10, 15, 16 and 17)shall automatically cease to exist. In this case, all existing BGroup shares shall be converted to C Group shares. Theshareholders holding B Group shares shall vote in the samedirection as the shareholders holding A Group shares in themeetings of the Board of Directors and the General Meetings ofShareholders to be held to amend these Articles of Associationaccordingly and the shareholders holding B Group shares shallapprove such decision in the special general meeting to be heldby the shareholders holding B Group shares.In the event that all or the majority of the A Group shares aretransferred to persons who are not Affiliate of shareholdersholding A Group shares or to persons other than those stated inArticle 17.3; or in the event that the shareholders holding AGroup shares lose the Control on their Affiliates that they havetransferred all or the majority of their A Group shares; orAnadolu Group and/or its Affiliates lose directly or indirectlythe Control on entities which have taken over all or the majorityof A Group shares pursuant to Article 17.2(vii) and/or Article17.3 below, then all the privileges and the special rights given toA Group shares in these Articles of Association (including theprivileges and the special rights set forth in Articles 8, 10, 15,16 and 17) shall automatically cease to exist. In this case, allexisting A Group shares shall be converted to C Group shares.The shareholders holding A Group shares shall vote in the samedirection as the shareholders holding B Group shares in themeetings of the Board of Directors and the General Meetings ofShareholders to be held to amend these Articles of Associationaccordingly and the shareholders holding A Group shares shallapprove such decision in the special general meeting to be heldby the shareholders holding A Group shares.Provided that the two paragraphs written above are reserved, inthe event the direct control or indirect control through Affiliateswhich TCCC and/or Anadolu Group exercises on the personswho have partially taken over A and/or B Group shares(provided not to constitute the majority or the entirety thereof)pursuant to the Articles 17.2 (vii) and/or 17.3 below ends, the Aand/or B Group shares taken over by the said persons shall beconverted into C Group shares. In board of directors and generalshareholders’ meetings to be held for articles of associationamendments to be made in that regard, shareholders holding Aand/or B Group shares shall vote to the same effect andCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 23 of 27


accordingly ratify the said decision also in special generalmeeting of shareholders to be held by shareholders holding AGroup or B Group shares.accordingly ratify the said decision also in special generalmeeting of shareholders to be held by shareholders holding AGroup or B Group shares.Transfer of SharesArticle 18:18.1.Save for the provisions of Article 18.3 below, theshareholders holding A and B Group shares shall not sell,dispose of, or otherwise transfer, or offer or solicit any of theforegoing their A or B Group shares, their pre-emptive rightsand rights of first refusal related to A or B Group shares(hereinafter referred to as “Transfer”), except (i) as stipulated inthis Article 18, and (ii) with the prior written consent of all othershareholders holding A or B Group shares, such consent not tobe unreasonably withheld, and (iii) if and only if, the A or BGroup shares comprising the Transfer shall consist of all the Aor B Group shares held by the shareholders holding A or BGroup shares. The Company shall not recognize any transfereeof A or B Group shares as a shareholder holding A or B Groupshares, unless the Transfer of such A or B Group shares was incompliance with the terms and restrictions of this Article 18 andshall not register such transfer in the share ledger and notransferee of such A or B Group shares shall have any rightswhatsoever against the Company unless there has been suchcompliance.Transfer of SharesArticle 17:17.1.Save for the provisions of Article 17.3 below, theshareholders holding A and B Group shares shall not sell,dispose of, or otherwise transfer, or offer or solicit any of theforegoing their A or B Group shares, their pre-emptive rightsand rights of first refusal related to A or B Group shares(hereinafter referred to as “Transfer”), except (i) as stipulated inthis Article 17, and (ii) with the prior written consent of all othershareholders holding A or B Group shares, such consent not tobe unreasonably withheld, and (iii) if and only if, the A or BGroup shares comprising the Transfer shall consist of all the Aor B Group shares held by the shareholders holding A or BGroup shares. The Company shall not recognize any transfereeof A or B Group shares as a shareholder holding A or B Groupshares, unless the Transfer of such A or B Group shares was incompliance with the terms and restrictions of this Article 18 andshall not register such transfer in the share ledger and notransferee of such A or B Group shares shall have any rightswhatsoever against the Company unless there has been suchcompliance.Every A and B Group share certificate of the Company shallbear the following legend:“The sale, transfer or encumbrance of the sharesrepresented by this certificate is restricted by and subject to theterms and provisions of the Articles of Association of theCompany. A copy of the Articles of Association of theCompany may be inspected at the Company’s Head Office inIstanbul.”C Group shares are freely transferable and shall not besubject to the provision of this Article 18.C Group shares are freely transferable and shall not besubject to the provision of this Article 17.The Board shall have the right to reject the transfer of thenon-listed registered shares in accordance with Article 493of the Turkish Commercial Code.18.2. Right of First Refusal(i) If and only if, a shareholder holding A or B Groupshares receives a bona fide offer from a thirdperson (i.e. persons other than entities provided forin Article 18.3) to sell all of its A or B Groupshares in the Company or its pre-emptive rights orrights of(ii) first refusal related to such A or B Group shares (the“Offered A or B Group shares”), and suchshareholder holding A or B Group shares isdesirous of accepting such offer, such shareholderholding A or B Group shares (the “Vendor”) shall17.2. Right of First Refusal(iii) If and only if, a shareholder holding A or B Groupshares receives a bona fide offer from a thirdperson (i.e. persons other than entities provided forin Article 17.3) to sell all of its A or B Groupshares in the Company or its pre-emptive rights orrights of(iv) first refusal related to such A or B Group shares (the“Offered A or B Group shares”), and suchshareholder holding A or B Group shares isdesirous of accepting such offer, such shareholderholding A or B Group shares (the “Vendor”) shallCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 24 of 27


give written notification to the other shareholdersholding A or B Group shares of the terms of theoffer (hereinafter referred to as a “Sale Notice”).The Sale Notice shall specify the number of theVendor's A or B Group shares proposed to be sold,the name and address of the third person, and theterms of said bona fide offer. No such Sale Noticeshall be withdrawn (unless such third person shallrevoke its offer) except with the consent of theshareholders holding A or B Group sharesreceiving the Sale Notice.give written notification to the other shareholdersholding A or B Group shares of the terms of theoffer (hereinafter referred to as a “Sale Notice”).The Sale Notice shall specify the number of theVendor's A or B Group shares proposed to be sold,the name and address of the third person, and theterms of said bona fide offer. No such Sale Noticeshall be withdrawn (unless such third person shallrevoke its offer) except with the consent of theshareholders holding A or B Group sharesreceiving the Sale Notice.(ii) The shareholders holding the other A or B Group sharesreceiving the Sale Notice, shall have an option for 90 days fromreceipt of the Sale Notice to agree to purchase, by notifying theVendor (“Purchase Notice”), pro-rata to their then existing A orB Group shares, the Offered A and B Group shares from theVendor at the same price and upon the same terms andconditions contained in the Sale Notice. If non-cashconsideration is specified in the Sale Notice, the othershareholders holding A or B Group shares receiving the SaleNotice may offer cash consideration of equivalent value,provided, however, that if the shareholders holding A and BGroup shares cannot agree upon such equivalent value within 30days of the commencement of their discussions, such value shallbe determined by an audit firm (with head offices in Turkey andassociated with an audit firm of international reputation)selected by mutual agreement of the shareholders holding A orB Group shares or, in case the shareholders holding A and BGroup shares fail to agree to select such audit firm within tendays after the commencement of their discussions to select suchaudit firm, each of shareholders holding A and/or B Groupshares shall nominate one of the audit firms with head offices inTurkey and associated with an audit firm of internationalreputation, (namely Price Waterhouse, Ernst & Young, DeloitteTouche and KPMG) and notify the other shareholders holding Aand/or B Group shares and within five days after suchnotification to the relevant shareholders holding A and/or BGroup shares, such shareholders holding A and B Group sharesshall select an audit firm by lot from among the audit firmsnominated as stated above; the firm so selected shall provide itswritten determination within 60 days from the date of thewritten request.In the event an audit firm is retained to determine the purchaseprice for the Offered A or B Group shares, the othershareholders holding A or B Group shares receiving the SaleNotice, shall have 45 days after the date the audit firm providesits written determination to provide the Vendor with theirwritten decision whether or not to exercise their option. Thecosts and expenses of such audit firm shall be borne by theVendor. The 90 and 45 day periods specified above shall besubject to extension for any additional period of time necessaryfor obtaining all required official approvals for the Transfer.(iii) If any of the shareholders holding A or B Group sharesdoes not purchase the Offered A or B Group shares pro-rata toits then existing shares, the other shareholders holding A or BGroup shares shall have an option to purchase such shares(ii) The shareholders holding the other A or B Group sharesreceiving the Sale Notice, shall have an option for 90 days fromreceipt of the Sale Notice to agree to purchase, by notifying theVendor (“Purchase Notice”), pro-rata to their then existing A orB Group shares, the Offered A and B Group shares from theVendor at the same price and upon the same terms andconditions contained in the Sale Notice. If non-cashconsideration is specified in the Sale Notice, the othershareholders holding A or B Group shares receiving the SaleNotice may offer cash consideration of equivalent value,provided, however, that if the shareholders holding A and BGroup shares cannot agree upon such equivalent value within 30days of the commencement of their discussions, such value shallbe determined by an audit firm (with head offices in Turkey andassociated with an audit firm of international reputation)selected by mutual agreement of the shareholders holding A orB Group shares or, in case the shareholders holding A and BGroup shares fail to agree to select such audit firm within tendays after the commencement of their discussions to select suchaudit firm, each of shareholders holding A and/or B Groupshares shall nominate one of the audit firms with head offices inTurkey and associated with an audit firm of internationalreputation, (namely Price Waterhouse, Ernst & Young, DeloitteTouche and KPMG) and notify the other shareholders holding Aand/or B Group shares and within five days after suchnotification to the relevant shareholders holding A and/or BGroup shares, such shareholders holding A and B Group sharesshall select an audit firm by lot from among the audit firmsnominated as stated above; the firm so selected shall provide itswritten determination within 60 days from the date of thewritten request.In the event an audit firm is retained to determine the purchaseprice for the Offered A or B Group shares, the othershareholders holding A or B Group shares receiving the SaleNotice, shall have 45 days after the date the audit firm providesits written determination to provide the Vendor with theirwritten decision whether or not to exercise their option. Thecosts and expenses of such audit firm shall be borne by theVendor. The 90 and 45 day periods specified above shall besubject to extension for any additional period of time necessaryfor obtaining all required official approvals for the Transfer.(iii) If any of the shareholders holding A or B Group shares doesnot purchase the Offered A or B Group shares pro-rata to itsthen existing shares, the other shareholders holding A or BGroup shares shall have an option to purchase such sharesCoca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 25 of 27


within 30 (thirty) days following such 90 day period.(iv) If the other shareholders holding A or B Group sharesdecide to purchase the Offered A or B Group shares pro-rata totheir then existing A or B Group shares, the Transfer theretoshall take place within at the latest 30 days (increased by anyperiod of time necessary for obtaining all required officialapprovals) following the respective Purchase Notice.(v) If all of the Offered A or B Group shares are not purchasedby the other shareholders holding A or B Group shares, theTransfer to the third person shall take place following such 30day period, but only at the same price and upon the same termsand conditions as are contained in the Sale Notice. If theTransfer is not completed within 30 days (increased only by anyperiod of time necessary for obtaining all required officialapprovals) the A or B Group shares the subject of the SaleNotice shall again become subject to the restrictions in thisArticle 18.(vi) As a pre-condition of the Transfer of A and/or B Groupshares, unless otherwise agreed by the other shareholdersholding A or B Group shares, the Vendor shall secure that thetransferee accepts and agrees to be bound by the provisions ofthese Articles of Association and that such transferee signs anundertaking of adherence to that effect, and deliver it to theBoard of Directors of the Company.(vii) The shareholders holding A or B Group shares maydesignate any entity that is directly or through their Affiliatesindirectly Controlled by TCCC or Anadolu Group (in theseArticles of Association the term Anadolu Group refers to thecompanies jointly Controlled by Yazıcılar Holding A.Ş. andÖzilhan Sınai Yatırım A.Ş.; or jointly Controlled by YazıcılarHolding A.Ş., Özilhan Sınai Yatırım A.Ş. and Anadolu EndüstriHolding A.Ş.; or solely Controlled by Anadolu EndüstriHolding A.Ş.) respectively to purchase the Offered A or BGroup shares pursuant to the provisions of this Article 18 andprovisions of the Capital Markets legislation.18.3. Transfers to EntitiesNotwithstanding the provisions of this Article 18, theshareholders holding A or B Group shares shall have theunconditional right to assign and transfer all or any of theirrespective A or B Group shares or to transfer any right theyhave hereunder to purchase A or B Group shares to any entitythat is directly or through their Affiliates indirectly Controlledby Anadolu Group or TCCC respectively and such transfer(s)shall not be subject to the restrictions of this Article 18.It being understood, however, that the shares acquired by anysuch transferee by this way, shall be deemed shares owned bythe transferor for purposes of these Articles of Association,including but not limited to the provisions of 17.2 above andsuch transferee shall have all the rights and obligations attachedto such shares and such transferor shall guarantee theperformance of the transferee's obligations under these Articlesof Association.within 30 (thirty) days following such 90 day period.(iv) If the other shareholders holding A or B Group sharesdecide to purchase the Offered A or B Group shares pro-rata totheir then existing A or B Group shares, the Transfer theretoshall take place within at the latest 30 days (increased by anyperiod of time necessary for obtaining all required officialapprovals) following the respective Purchase Notice.(v) If all of the Offered A or B Group shares are not purchasedby the other shareholders holding A or B Group shares, theTransfer to the third person shall take place following such 30day period, but only at the same price and upon the same termsand conditions as are contained in the Sale Notice. If theTransfer is not completed within 30 days (increased only by anyperiod of time necessary for obtaining all required officialapprovals) the A or B Group shares the subject of the SaleNotice shall again become subject to the restrictions in thisArticle 17.(vi) As a pre-condition of the Transfer of A and/or B Groupshares, unless otherwise agreed by the other shareholdersholding A or B Group shares, the Vendor shall secure that thetransferee accepts and agrees to be bound by the provisions ofthese Articles of Association and that such transferee signs anundertaking of adherence to that effect, and deliver it to theBoard of Directors of the Company.(vii) The shareholders holding A or B Group shares maydesignate any entity that is directly or through their Affiliatesindirectly Controlled by TCCC or Anadolu Group (in theseArticles of Association the term Anadolu Group refers to thecompanies jointly Controlled by Yazıcılar Holding A.Ş. andÖzilhan Sınai Yatırım A.Ş.; or jointly Controlled by YazıcılarHolding A.Ş., Özilhan Sınai Yatırım A.Ş. and Anadolu EndüstriHolding A.Ş.; or solely Controlled by Anadolu EndüstriHolding A.Ş.) respectively to purchase the Offered A or BGroup shares pursuant to the provisions of this Article 17 andprovisions of the Capital Markets legislation.17.3. Transfers to EntitiesNotwithstanding the provisions of this Article 17, theshareholders holding A or B Group shares shall have theunconditional right to assign and transfer all or any of theirrespective A or B Group shares or to transfer any right theyhave hereunder to purchase A or B Group shares to any entitythat is directly or through their Affiliates indirectly Controlledby by Anadolu Group or TCCC respectively and suchtransfer(s) shall not be subject to the restrictions of this Article17 and the Board of Directors shall be obliged to approve andregister such transfers to the share ledger.It being understood, however, that the shares acquired by anysuch transferee by this way, shall be deemed shares owned bythe transferor for purposes of these Articles of Association,including but not limited to the provisions of 16.2 above andsuch transferee shall have all the rights and obligations attachedto such shares and such transferor shall guarantee theperformance of the transferee's obligations under these Articlesof Association.Coca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 26 of 27


18.4. EncumbrancesThe shareholders holding the A or B Group Shares arenot allowed to pledge or to encumber their A or B Group Shareswith any kind of personal and/or real right without the priorapproval of the Board of Directors except for the shares that themembers of the Board of Directors shall pledge in accordancewith the provisions of the Turkish Commercial Code.Securities and/or other Capital Market InstrumentsArticle 19 :The Company may issue, in accordance with the Capital MarketLaw, The Turkish Commercial Code and the relevantlegislation, all kinds of securities and/or other capital marketinstruments, within the permitted legal limits, which may ormay not be regarded as capital market instruments. The termsand conditions concerning the issuance of such securities shallbe determined by the General Board of Directors.Issuance of Bonds and Other Indebtedness CertificatesArticle 18:The Board of Directors is authorized to issue in or outsideTurkey all kinds of capital markets instruments includingbut not limited to bonds, commercial bills, profit/losssharing certificates, debt instruments having or not havingparticipation rights to profit shares or similar debtinstruments that can be converted into cash and those issuedbased on discounting basis in accordance with the CapitalMarkets Law, the Turkish Commercial Code and the provisionsof the relevant legislation.Complience to the Corporate Governance PrinciplesArticle 20 :Legal Provisions and Complience toGovernance PrinciplesArticle19:the CorporateThe provisions of the Turkish Commercial Code and the CapitalMarkets Law and relevant legislation shall be applicable in allmatters not specified in these Articles of Association.The financial statements and reports, the preparations of whichare stipulated by the Capital Markets Board and the independentaudit report if the Company is subject to an independent audit,will be sent to the Capital Markets Board and announced topublic according to the procedures and principles set forth bythe Capital Markets Board.The Corporate Governance Rules required by the CapitalMarkets Board shall be respected. The transactions made andresolutions of the Board of Directors adopted without respectingsuch obligatory rules shall be invalid and deemed to be againstthe Articles of Association.The rules of the Capital Markets Board concerning corporategovernance shall be respected for the transactions deemed to beimportant with respect to the application of the CorporateGovernance Rules and any kind of related party transactionsthat are deemed to be important and transactions regardinggranting of security, pledge and mortgage in favor of thirdpersons of the Company.The number, qualifications, criteria, election, term of office,working principles, task fields and similar issues of theindependent members who will take place in the Board ofDirectors shall be determined in accordance with the TurkishCommercial Code, Capital Markets Law, regulation of CapitalMarkets Board regarding Corporate Governance and otherrelevant legislation.The provisions of the Turkish Commercial Code and the CapitalMarkets Law and relevant legislation shall be applicable in allmatters not specified in these Articles of Association.The financial statements and reports, the preparations of whichare stipulated by the Capital Markets Board and the independentaudit report if the Company is subject to an independent audit,will be sent to the Capital Markets Board and announced topublic according to the procedures and principles set forth bythe Capital Markets Board.The Corporate Governance Rules required by the CapitalMarkets Board shall be respected. The transactions made andresolutions of the Board of Directors adopted without respectingsuch obligatory rules shall be invalid and deemed to be againstthe Articles of Association.The rules of the Capital Markets Board concerning corporategovernance shall be respected for the transactions deemed to beimportant with respect to the application of the CorporateGovernance Rules and related party transactions that aredeemed to be important and transactions regarding granting ofsecurity, pledge and mortgage in favor of third persons of theCompany.The number, qualifications, criteria, election, term of office,working principles, task fields and similar issues of theindependent members who will take place in the Board ofDirectors shall be determined in accordance with the TurkishCommercial Code, Capital Markets Law, regulation of CapitalMarkets Board regarding Corporate Governance and otherrelevant legislation.Coca-Cola Icecek Investor Relations I Tel: +90 216 528 4480 I Fax: +90 216 365 8457 I CCI-IR@cci.com.tr I www.cci.com.trPage 27 of 27

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