Amendment to the Articles of Association - Coca Cola İçecek

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