OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

OFFERING MEMORANDUM CONFIDENTIAL5,032,232,100 SharesCoca-Cola İçecek A.Ş.(incorporated in and under the laws of the Republic of Turkey with registered number 265859/213431)Class C SharesThe selling shareholders named in this offering memorandum are offering 5,032,232,100 Class C Shares, par valueYKr1 each, of Coca-Cola İçecek A.Ş., a joint stock company organized under the laws of the Republic of Turkey. Of the totalnumber of Class C Shares being offered, (i) 3,421,917,800 Class C Shares are being offered in the United States to qualifiedinstitutional buyers as defined in, and in reliance on, Rule 144A under the U.S. Securities Act of 1933, as amended (the"Securities Act"), and outside the United States and Turkey to certain persons in offshore transactions in reliance onRegulation S under the Securities Act and (ii) 1,610,314,300 Class C Shares are being offered in an initial public offering in theRepublic of Turkey. The allocation between the international offering and the Turkish offering is subject to change. Class CShares must be purchased in round lots of 100 shares. Certain of the selling shareholders have granted to the underwriters (asdefined in "Plan of Distribution") an option which, due to applicable Turkish law requirements, is exercisable only by İş YatırımMenkul Değerler A.Ş. ("İş Investment"), subject to consultation with and the approval of Credit Suisse Securities (Europe)Limited ("Credit Suisse"), to the extent permitted by applicable laws and regulations, until 30 days after the commencement oftrading of the Class C Shares on the Istanbul Stock Exchange (the "ISE") to purchase up to an aggregate of 753,522,400additional Class C Shares solely for the purpose of covering over-allotments, if any.The total number of Class C Shares outstanding represents 47.5% of our total outstanding shares, and the Class CShares offered in this offering will represent 20.2% (23.2%, assuming the over-allotment option is exercised in full) of our totaloutstanding shares. Holders of the Class C Shares will be entitled to receive dividends paid, if any, for the Class C Sharesdeclared after the closing date of this offering in respect of the 2006 financial year, and in respect of subsequent years.Immediately prior to the offering, the selling shareholders owned 48.8% of our outstanding shares, including anaggregate of 59.6% of the outstanding Class C Shares. Following the completion of the offering and assuming the overallotmentoption is exercised in full, the selling shareholders will own 25.6% of our outstanding shares, including an aggregateof 1,277,071,958.5 Class C Shares, representing approximately 10.8% of the outstanding Class C Shares, and Anadolu Efes willown 51.2% of our outstanding shares. We will not receive any of the proceeds from the offering directly, although we willreceive proceeds indirectly through the sale of shares by our subsidiary CCSD (as defined herein).No public trading market currently exists for any of our securities. We have applied for listing of the Class C Shares onthe ISE under the symbol "CCOLA." We expect trading to commence on or about May 12, 2006.Investing in our Class C Shares involves risks. See "Risk Factors" beginning on page 8 for a discussion of factors thatprospective investors should consider before making an investment decision.The Class C Shares have not been and will not be registered under the Securities Act and may not be offered or soldwithin the United States, except to qualified institutional buyers in reliance on the exemption from the registration requirementsof the Securities Act provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S.Prospective purchasers are hereby notified that sellers of the Class C Shares may be relying on the exemption from theprovisions of Section 5 of the Securities Act provided by Rule 144A. For a discussion of certain restrictions on transfers of theClass C Shares, see "Transfer Restrictions."Offer Price: YTL7.25 per round lot

The Class C Shares are offered by the underwriters when, as and if delivered to and accepted by the underwriters andsubject to their right to reject orders in whole or in part. The underwriters expect to deliver the Class C Shares through thefacilities of Merkezi Kayıit Kuruluşu A.Ş. (the "Central Registry Institution"), the central depository of the ISE, against paymentin Istanbul, Turkey on or about May 10, 2006.CA IBGlobal Co-ordinator and BookrunnerCredit SuisseCo-Lead ManagersCo-Managerİş InvestmentMay 5, 2006Lehman Brothers

Neither we, the selling shareholders nor the underwriters are making any representation to any offeree or purchaser ofthe Class C Shares regarding the legality of investment herein by such offeree or purchaser.NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATESThe Class C Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission,any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoingauthorities passed upon or endorsed the merits of the offering of the Class C Shares or the accuracy or the adequacy ofthis offering memorandum. Any representation to the contrary is a criminal offense in the United States.NOTICE TO NEW HAMPSHIRE RESIDENTS ONLYNEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSEHAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ("RSA") WITHTHE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED ORA PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THESECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOTMISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION ISAVAILABLE FOR A SECURITY OR TRANSACTION MEANS THAT THE SECRETARY OF STATE HASPASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVENAPPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TOBE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATIONINCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREAAny offer of securities to the public that may be deemed to be made pursuant to this offering memorandum in anymember state of the European Economic Area (the "EEA") that has implemented Directive 2003/71/EC (together with anyapplicable implementing measures in any member state, the "Prospectus Directive") is only addressed to qualified investors inthat member state within the meaning of the Prospectus Directive.This offering memorandum has been prepared on the basis that all offers of Class C Shares will be made pursuant to anexemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce aprospectus for offers of Class C Shares. Accordingly, any person making or intending to make any offer within the EEA of theClass C Shares which are the subject of the placement contemplated in this offering memorandum should only do so incircumstances in which no obligation arises for us, the selling shareholders or any of the underwriters to produce a prospectusfor such offer. None of we, the selling shareholders or any underwriter has authorized, nor does any of them authorize, themaking of any offer of the Class C Shares through any financial intermediary, other than offers made by the underwriters whichconstitute the final placement of the Class C Shares contemplated in this offering memorandum.NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOMThis offering memorandum and the offering are only addressed to and directed at persons in Member States of the EEAwho are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). Inaddition, in the United Kingdom, this offering memorandum is being distributed only to, and is directed only at, QualifiedInvestors (a) who are persons who have professional experience in matters relating to investments falling within Article 19(5) ofthe Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and QualifiedInvestors falling within Article 49(2)(a) to (d) of the Order, or (b) who are high net worth entities falling within Article 49 of theOrder, and any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred toas "relevant persons"). Any investment or investment activity to which this offering memorandum relates is available only to(i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, QualifiedInvestors, and will be engaged in only with such persons.

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

ENFORCEABILITY OF CIVIL JUDGMENTSCCI is a joint stock company organized under the laws of Turkey. Many of the directors, principal shareholders andofficers of CCI reside outside the United States and all or a significant portion of the assets of such persons may be, andsubstantially all of the assets of CCI are, located outside the United States. As a result, it may not be possible for a shareholder toeffect service of process within the United States upon CCI or such persons.The courts of the Republic of Turkey will not enforce a judgment obtained in a court established in a country other thanthe Republic of Turkey unless:• there is in effect a treaty between such country and the Republic of Turkey providing for reciprocal enforcement ofcourt judgments;• there is "de facto" enforcement in such country of judgments rendered by Turkish courts; or• there is a provision in the laws of such country that provides for the enforcement of judgments of the Turkishcourts.There is no treaty between Turkey and the United States or the United Kingdom providing for reciprocal enforcementof judgments. Turkish courts rendered at least one judgment in the past confirming de facto reciprocity between Turkey and theUnited Kingdom. However, since de facto reciprocity is decided by the relevant court on a case-by-case basis, there isuncertainty as to the enforceability of court judgments obtained in the United States or the United Kingdom by Turkish courts inthe future.In addition, the courts of Turkey will not enforce any judgment obtained in a court established in a country other thanTurkey if:• the court rendering the judgment did not have jurisdiction to render such judgment;• the defendant was not duly summoned or represented or the defendant's fundamental procedural rights were notobserved;• the judgment in question was rendered with respect to a matter within the exclusive jurisdiction of the courts ofTurkey;• the judgment is clearly against public policy rules of Turkey;• the judgment is not final and binding and with no further recourse for appeal under the laws of the country wherethe judgment has been rendered; or• the judgment is not of a civil nature.Moreover, there is doubt as to the ability of a shareholder to bring an original action in Turkey predicated on the U.S.federal securities laws.INTELLECTUAL PROPERTYThe trademarks "Bibo," "Bonaqua," "Burn," "Canada Dry," "Cappy," "Coca-Cola," "Coca-Cola Bottle," "Coca-Colalight," "Coke," "Doğazen," "Fanta," "Fanta Light," "Fanta Bottle," "Fresca," "Frutia," "Piko," "Powerade," "Sen Sun," "Sprite,""Sprite Bottle," "Sprite light," "Turkuaz," the Contour Bottle for Coca-Cola and the Dynamic Ribbon Device, including alltransliterations and all related trade dress applications, registrations and copyrights, are owned by The Coca-Cola Company. TheCoca-Cola Company has granted to CCI, CC Kazakhstan, CC Azerbaijan, CC Jordan and CC Kyrgyzstan, as the case may be,the exclusive right to use the trademarks in the relevant territories. Additionally, pursuant to agreements with various thirdparties, from time to time The Coca-Cola Company may acquire for periods of time exclusive licenses to use third partytrademarks, including the right to sublicense the right to use the trademarks in Turkey and other countries. Schweppes HoldingLimited, an indirect wholly owned subsidiary of The Coca-Cola Company, has granted to CCI, CC Kazakhstan and CC Jordanthe exclusive right to use the trademark "Schweppes" in Turkey, Kazakhstan and Jordan. Beverage Partners Worldwide

(Europe) A.G., a subsidiary of a joint venture between The Coca-Cola Company and Nestlé S.A., has granted CCI the exclusiveright to use the trademark "Nestea Ice Tea" in various flavors in Turkey.

PRESENTATION OF FINANCIAL AND OTHER INFORMATIONFinancial StatementsWe maintain our books of account and prepare our statutory financial statements in accordance with the TurkishCommercial Code and Turkish tax legislation. We are required to calculate and pay taxes and calculate, declare and paydividends by reference to income reported in our statutory financial statements. For fiscal year 2004 only, our statutory financialstatements were required to be adjusted to account for the effects of inflation, but they continued to be prepared on anunconsolidated basis. In fiscal year 2005, the Turkish Ministry of Finance discontinued the application of inflation accounting tostatutory financial statements.Our functional currency is the New Turkish Lira. Our audited consolidated financial statements prepared in accordancewith International Financial Reporting Standards ("IFRS") as of and for the years ended December 31, 2003, 2004 and 2005 (the"IFRS Financial Statements") are included in this offering memorandum.Unless otherwise indicated, the financial information presented in this offering memorandum is extracted or derivedfrom the IFRS Financial Statements. IFRS differs in certain significant respects from U.S. GAAP. For a description of certainsignificant differences between IFRS and U.S. GAAP, see "Summary of Certain Significant Differences between U.S. GAAPand IFRS" contained in Annex A to this offering memorandum.Our IFRS Financial Statements have been restated for the changes in the general purchasing power of the New TurkishLira as of December 31, 2005 based on IAS 29, "Financial Reporting in Hyperinflationary Economies." IAS 29 requires thatfinancial statements prepared in the currency of a hyperinflationary economy be stated in terms of the measuring unit current atthe date of the most recently presented balance sheet, which for the purposes of this document is December 31, 2005, and thatcorresponding figures for previous periods be restated in the same terms. The restatement was calculated by means ofconversion factors derived from the Turkish countrywide wholesale price index published by the SIS. See Note 2 to our IFRSFinancial Statements. Effective from January 1, 2006, IAS 29 will no longer be applied in our financial statements prepared inaccordance with IFRS.The CMB requires that all public companies in Turkey prepare financial statements in accordance with the accountingprinciples of the CMB ("CMB Principles"), which are identical to IFRS accounting principles except that, as declared by theCMB effective from January 1, 2005, IAS 29 is not applied and the presentation of the financial statements and notes is madebased on CMB reporting requirements. In connection with the Turkish offering and in accordance with CMB requirements, wehave made public our audited financial statements as of and for the years ended December 31, 2003, 2004 and 2005 andprepared in accordance with CMB Principles (the "CMB Financial Statements"). These CMB Financial Statements are notcontained in this offering memorandum. To receive a copy of the CMB Financial Statements, please contact CCI InvestorRelations (telephone: +90 216 528 4000; e-mail: ir@cci.com.tr). In 2007, we may determine to use CMB Principles as our solebasis for reporting and we may discontinue reporting in accordance with IFRS, as the differences between the two sets ofaccounting principles have become less significant.We acquired Efes Invest on November 14, 2005. Efes Invest acquired CC Jordan on December 29, 2005. Ourconsolidated balance sheet as of December 31, 2005 reflects these acquisitions. Our consolidated income statement for the yearended December 31, 2005 reflects the acquisition of Efes Invest from November 15, 2005.For the information of the reader, we have included in this offering memorandum separate financial informationrelating to Efes Invest. The audited consolidated financial statements of Efes Invest as of and for the years ended December 31,2004 and 2005 and as of and for the years ended December 31, 2003 and 2004, prepared in accordance with IFRS, are includedin this offering memorandum. We have not participated in the preparation of that financial information and we make norepresentation regarding the accuracy or the completeness of that information.Pro Forma Financial InformationFor the information of the reader, this offering memorandum contains unaudited pro forma consolidated financialinformation illustrating the effect of (i) the acquisition by CCI of 87.63% of Efes Invest; and (ii) the incurrence of debt inconnection with such acquisition, as if such transactions had occurred on January 1, 2005. See "Unaudited Pro FormaConsolidated Financial Information." Information that is provided on a "pro forma basis" in this offering memorandum reflectsthese transactions and does not reflect the acquisition of CC Jordan, unless otherwise stated.

Currencies and Convenience TranslationsPursuant to Law No. 5083 on the Currency of the Republic of Turkey, with effect from January 1, 2005, the currencyof Turkey was redenominated, with one million Turkish Lira being converted into a new unit of currency known as the "NewTurkish Lira." The smallest unit of currency is now the "New Kuruş," which represents one-hundredth of a New Turkish Lira. Inthis offering memorandum, references to "New Turkish Lira," "Lira," "YTL," "Yeni Kuruş" and "Ykr" are to the redenominatedcurrency of Turkey. References to "U.S. dollars," "dollars," and "$" are to United States dollars. References to "euro," "EUR"and "€" are to the lawful single currency of the member states of the European Communities that adopt or have adopted the euroas their currency in accordance with the legislation of the European Union relating to European Monetary Union. References to"Jordanian dinar" or "JD" are to the currency of Jordan. References to "Turkey" or the "Republic" are to the Republic of Turkeyand references to the "Government" are to the Government of Turkey. Discrepancies between the amounts listed and the totalsthereof in the tables included herein may appear due to rounding.For the convenience of the reader, this offering memorandum presents translations of certain U.S. dollar amounts intoNew Turkish Lira at the official New Turkish Lira bid rate announced by the Central Bank of the Republic of Turkey (the"Central Bank exchange rate"). These translations are for convenience only and are not intended to comply with the FinancialAccounting Standards Board's Statement of Financial Accounting Standard (SFAS) No. 52, Foreign Currency Translation, asapplied to financial statements of entities in highly inflationary economies. The Federal Reserve Bank of New York does notreport a noon buying rate for New Turkish Lira. Unless otherwise indicated, the Central Bank exchange rate used in this offeringmemorandum is YTL1.3418 = $1.00, the exchange rate on December 31, 2005. Convenience translations of historical financialinformation in this offering memorandum have been provided using the following exchange rates:As of or for the year ended December 31,YTL/U.S. Dollar2003 1.39582004 1.34212005 1.3418The Central Bank exchange rate in effect on May 4, 2006 was YTL1.3104 = $1.00.We do not make any representation that the New Turkish Lira or U.S. dollar amounts in this offering memorandumhave been, could have been or could be converted into U.S. dollars or New Turkish Lira, as the case may be, at any particularrate or at all. You should read "Exchange Rates" for historical information regarding the exchange rates between the NewTurkish Lira and the U.S. dollar. For a discussion of the effects on us of fluctuating exchange rates, see "Risk Factors—RisksRelating to Our Business and the Alcohol-Free Beverages Industry—Fluctuations in exchange rates may adversely affect theresults of our operations and financial condition" and "Management's Discussion and Analysis of Financial Condition andResults of Operations—Principal Factors Affecting Our Results of Operations—Exchange Rates."Sales VolumeUnless otherwise specified, sales volume is measured in terms of unit cases sold. A unit case equals 5.678 liters or 24servings of 8 U.S. fluid ounces each. The unit case is the typical volume measure used in our industry.

FORWARD-LOOKING STATEMENTSThis offering memorandum contains forward-looking statements, including but not limited to:• expectations about the adequacy of our cash balances and cash flow from operations to support our operations forspecified periods of time;• estimates of how we intend to use the net proceeds to CCSD from this offering;• expectations regarding our ability to take advantage of market opportunities and implement our strategy;• estimates of the impact of currency exchange rates on our operating results;• expectations as to the adequacy of our production facilities and future certifications by third parties;• expectations regarding the performance of the Turkish economy;• expectations regarding the integration and future performance of recently acquired businesses;• the nature and level of proposed capital expenditures; and• expectations regarding our financial performance for future periods.These statements may be found in "Summary," "Risk Factors," "Management's Discussion and Analysis of FinancialCondition and Results of Operations," "Business" and elsewhere in this offering memorandum. Forward-looking statementsgenerally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate,""anticipate," "plan," "target," or "believe."The forward-looking statements contained in this offering memorandum are based on the beliefs of management, aswell as the assumptions made by and information currently available to management. Although we believe that the expectationsreflected in such forward-looking statements are reasonable at this time, we can give no assurance that such expectations willprove to be correct. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements.Important factors that could cause actual results to differ materially from our expectations include, without limitation: changes inour relationship with The Coca-Cola Company and its exercise of its rights under our bottler's agreements; our ability tomaintain and improve our competitive position in our markets; our ability to obtain raw materials and packaging materials atreasonable prices; changes in our relationship with our significant shareholders; the level of demand for our products in ourmarkets; fluctuations in the value of the New Turkish Lira or the level of inflation in Turkey; other changes in the political oreconomic environment in Turkey or our other markets; adverse weather conditions during the summer months; changes in thelevel of tourism in Turkey; our ability to successfully implement our strategy; and the other factors identified in "Risk Factors."Should any of these risks and uncertainties materialize, or should any of our underlying assumptions prove to be incorrect, ouractual results of operations or financial condition could differ materially from that described herein as anticipated, believed,estimated or expected.All subsequent written and oral forward-looking statements attributable to us are expressly qualified in theirentirety by reference to these cautionary statements. We do not intend and we do not assume any obligation to updateany forward-looking statement contained in this offering memorandum.TABLE OF CONTENTSPageOFFERING MEMORANDUM SUMMARY....................................................................................................................................... 1RISK FACTORS ............................................................................................................................................................................ 8THE SELLING SHAREHOLDERS ................................................................................................................................................... 21USE OF PROCEEDS ...................................................................................................................................................................... 21DIVIDENDS AND DIVIDEND POLICY ........................................................................................................................................... 22EXCHANGE RATES...................................................................................................................................................................... 24CAPITALIZATION ........................................................................................................................................................................ 26SELECTED CCI CONSOLIDATED FINANCIAL AND OPERATING DATA........................................................................................ 27

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION ...................................................................................... 30MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............................. 32BUSINESS.................................................................................................................................................................................... 56MANAGEMENT............................................................................................................................................................................ 95PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ......................................................................................... 101DESCRIPTION OF THE SHARE CAPITAL....................................................................................................................................... 110THE TURKISH SECURITIES MARKET........................................................................................................................................... 119FOREIGN INVESTMENT AND EXCHANGE CONTROLS.................................................................................................................. 124TAXATION................................................................................................................................................................................... 125PLAN OF DISTRIBUTION.............................................................................................................................................................. 133TRANSFER RESTRICTIONS .......................................................................................................................................................... 136INDEPENDENT AUDITORS ........................................................................................................................................................... 138LEGAL MATTERS........................................................................................................................................................................ 138INDEX TO FINANCIAL STATEMENTS ........................................................................................................................................... F-1ANNEX A: SUMMARY OF CERTAIN SIGNIFICANT DIFFERENCES BETWEEN U.S. GAAP AND IFRS ......................................... A-1OFFERING MEMORANDUM SUMMARYThis summary highlights certain aspects of our business and the offering and may not contain all of the informationthat is important to you. You should read the entire offering memorandum, including the consolidated financial statements andrelated notes, before making any decision to invest in the Class C Shares.In this offering memorandum, unless the context otherwise requires, the terms "we," "us," "our" and other similarterms refer to the consolidated business of CCI and its subsidiaries. You should carefully consider the information set forthunder the headings "Risk Factors" and "Forward-Looking Statements."OverviewWe are a leading bottler and distributor of carbonated soft drinks ("CSDs") and noncarbonated beverages ("NCBs")with operations in Southern Eurasia (which we define as Turkey, the Caucasus and Central Asia) and the Middle East. Ourbusiness consists of producing, selling and distributing alcohol-free beverages, primarily brands of The Coca-Cola Company, inTurkey, Kazakhstan, Azerbaijan, Jordan and Kyrgyzstan. We also have a 28.9% interest in the Coca-Cola bottler inTurkmenistan. Coca-Cola is one of the world's most recognized trademarks and is the leading brand in the world. (Source:Interbrand 2005).We expanded our bottling operations beyond Turkey with the acquisition of an 87.63% interest in Efes Invest and theacquisition of a 90.0% interest in CC Jordan in the fourth quarter of 2005. In addition, as a result of the acquisition of EfesInvest, we are party to a joint venture that has the exclusive distribution rights for brands of The Coca-Cola Company in Iraq andhas the option to become the sole Coca-Cola bottler in Iraq. See "Business—History and Recent Developments."We offer a wide range of beverages, including CSDs as well as an expanding selection of NCBs (a category thatincludes juices, waters, sports drinks, energy drinks, iced tea and iced coffee) in selected markets. The core brands that we sell inall of our markets are Coca-Cola, Coca-Cola light, Fanta and Sprite. We also distribute beer in Kazakhstan and Kyrgyzstanpursuant to an agreement with a subsidiary of Anadolu Efes and based on a written consent by The Coca-Cola Company.Although CSDs continue to represent a high proportion of our sales volume, our NCB sales have grown as we continue toexpand our offering. In 2003, 2004 and 2005, CSDs represented 84.2%, 85.1% and 85.2%, respectively, NCBs represented15.0%, 14.2% and 14.0%, respectively, and beer represented 0.8%, 0.7% and 0.8%, respectively, of our total unit case salesvolume on a pro forma basis.We believe that we have established an international reputation as a world-class bottler, through our advanced use ofinformation technology, high-quality production facilities, pioneering e-learning initiatives and innovative asset refurbishmentefforts. All five of our plants in Turkey, as well as four of our plants in Kazakhstan, Azerbaijan, Kyrgyzstan and Jordan, wereamong only 220 of approximately 1,100 bottling facilities within the Coca-Cola system worldwide to have secured The Coca-Cola Company's own quality approval as of December 31, 2005.We believe that The Coca-Cola Company attaches substantial importance to its presence in Southern Eurasia and theMiddle East because of the significant growth opportunities in these markets. In 2005, Turkey alone was the fourth largest

market in Europe for products of The Coca-Cola Company and the thirteenth largest market for products of The Coca-ColaCompany in the world in terms of sales volumes. Together with The Coca-Cola Company, we intend to continue exploring newgrowth opportunities by introducing new products and packages into our markets as consumer preferences develop and change.In 2005, on a consolidated basis, we sold 317.6 million unit cases of CSDs and NCBs (including 5.6 million unit casessold by Efes Invest from November 15, 2005), resulting in net sales of YTL1,190.4 million, net income of YTL79.6 million andEBITDA of YTL193.5 million. For a description of how we calculate EBITDA, see "Selected CCI Consolidated Financial andOperating Data."In 2005, on a pro forma basis, we sold 361.3 million unit cases of CSDs and NCBs in all of our markets, resulting innet sales of YTL1,330.1 million, net income of YTL90.4 million and EBITDA of YTL223.3 million. See "Unaudited Pro FormaConsolidated Financial Information."Key Strengths and StrategyOur vision is to become one of the leading bottlers of alcohol-free beverages in the world operating in the culturallydiverse geography of Southern Eurasia and the Middle East. We believe there are strong opportunities to further grow ourbusiness in the coming years through: (i) significant potential to increase the CSD consumption per capita and to expand ourNCB business in our existing territories; (ii) opportunity to expand geographically in our region capitalizing on the financial andhuman resources of our new enlarged company, subject to the approval of The Coca-Cola Company; and (iii) a managementteam with extensive experience of managing turn-around situations and start-up operations in emerging markets.Key StrengthsStrategy• Attractive growth markets• Strong growth opportunities• Category leadership• World leading brand portfolio• Creating value through alignment with The Coca-Cola Company• Advanced systems and infrastructure• Solid financial track record• Proven management teamOur vision is to be one of the leading bottlers of alcohol-free beverages in Southern Eurasia and the Middle East.We intend to achieve this by pursuing a strategy with three key elements: (i) driving sustainable and profitable growthand enhancing our competitive position in our markets; (ii) leveraging our key capabilities and best practices (includingprocurement, production, supply chain, sales, distribution and IT) throughout the combined operations and (iii) expanding intonew territories, subject to the approval of The Coca-Cola Company.We will seek to implement our strategy by:• continuing to increase alcohol-free beverage consumption through:• delivering best-in-class execution of product availability and attractiveness at the point of sale;• introducing new brands, flavors and packages for both CSD and selected NCB categories;• expanding cold drink availability; and

• developing customer and point-of-sales marketing activities.• focusing on revenue and profit growth by promoting higher-margin brands and packages;• rolling out advanced channel-focused sales and distribution systems to our international markets where applicable;• refining our business models to restructure acquired operations;• maintaining a competitive edge in information systems; and• continuing to build employee excellence through attracting, developing and retaining highly skilled people andfocusing on ongoing training and education.Business SegmentsOur operations are divided into two business segments, (i) operations in Turkey and (ii) international operations. Theseoperations are supported by centralized functions at our headquarters in Istanbul. On a pro forma basis, our operations in Turkeyaccounted for YTL1,171.4 million (88.1% of total net sales) in 2005, and 86.4% of total unit case sales volume in 2005. See"Unaudited Pro Forma Consolidated Financial Information."Risk FactorsPrior to investing in the Class C Shares, prospective investors should carefully consider the information set forth underthe headings "Risk Factors" and "Forward-Looking Statements," as well as the other information in this offering memorandum,including in the IFRS Financial Statements and related notes.

The OfferingThe International Offering....................... 3,421,917,800 Class C Shares are being offered in the international offering. TheClass C Shares are being offered and sold (i) in the United States only to qualifiedinstitutional buyers ("QIBs") in reliance on Rule 144A, and (ii) outside the UnitedStates and Turkey to certain persons in offshore transactions in reliance onRegulation S.The Turkish Offering............................... 1,610,314,300 Class C Shares are being offered in the Turkish offering. The Turkishoffering will be open from May 3 to May 5, 2006 (inclusive) and the Class C Sharesoffered are being offered and sold on an underwritten basis by a syndicate of Turkishfinancial institutions. The allocation between the international offering and theTurkish offering is subject to change. See "Plan of Distribution."The Selling Shareholders......................... The Coca-Cola Company, Özgörkey Holding and our subsidiary CCSD are offeringa total of 5,032,232,100 Class C Shares. See "The Selling Shareholders."Shares Outstanding .................................. Our outstanding share capital is separated into Class A Shares, Class B Shares andClass C Shares, with each share in each class having a nominal value of Ykr1.As of the date of this offering memorandum, we have 24,958,977,000 sharesoutstanding, including an aggregate of 11,847,547,136.9 Class C Shares, representing47.5% of our total outstanding shares.Anadolu Efes beneficially owns all of our outstanding Class A Shares and4,783,535,809.7 Class C Shares, representing 51.2% of our total outstanding shares.The Coca-Cola Company beneficially owns all of our outstanding Class B Sharesand 3,840,000,000 Class C Shares representing 35.9% of our total outstanding shares.Our outstanding Class C Shares are beneficially owned by The Coca-Cola Company,Özgörkey Holding and CCSD and certain other shareholders, including AnadoluEfes. For more detailed information, see "Principal Shareholders and Related PartyTransactions."Before and after the offering, we will have 24,958,977,000 shares outstanding,including an aggregate of 11,847,547,136.9 Class C Shares, representing 47.5% ofour total outstanding shares.Over-Allotment Option............................ The Coca-Cola Company and Özgörkey Holding have granted to the underwriters anover-allotment option, which, due to applicable Turkish law requirements, isexercisable only upon notice by İş Investment for the period commencing on the lastday of the bookbuilding period for the Turkish offering and ending 30 days after thecommencement of trading of the Class C Shares on the ISE. Pursuant to theover-allotment option, İş Investment, subject to consultation with and the approval ofCredit Suisse, to the extent permitted by applicable laws and regulations, may requirethese selling shareholders to sell up to an additional 753,522,400 Class C Shares atthe offer price solely to cover over-allotments, if any, made in connection with theoffering. See "Plan of Distribution."Offer Price................................................ YTL7.25 per round lot of 100 Class C Shares. Class C Shares must be purchased inround lots.Use of Proceeds........................................ We will not receive any proceeds from the offering directly. We expect oursubsidiary, CCSD, to receive approximately YTL87.1 million in net proceeds, afterdeducting underwriting discounts and commissions and CCSD's pro rata share of theestimated operating expenses. We intend to use these proceeds principally for capitalexpenditures in 2006 and, to the extent proceeds are not required for such purpose,for the prepayment of a portion of the amount outstanding under a $55 million creditfacility under which CCSD is the borrower. See "Management's Discussion andAnalysis of Financial Condition and Results of Operations—Future Liquidity,Financing Arrangements and Commitments—Borrowings and Capital Funding."Lock-up Agreements ............................... We and certain of our shareholders have agreed, subject to certain exceptions, not tooffer or sell any shares of CCI, or securities convertible or exchangeable into sharesof CCI, other than pursuant to this offering for a period of 180 days following thedate of this offering memorandum without the consent of Credit Suisse. See "Plan ofDistribution."Transfer Restrictions................................ The Class C Shares will be subject to certain restrictions on transfer as describedunder "Transfer Restrictions."

Disclosure of Beneficial Interests inShares ....................................................Shareholders becoming direct or indirect holders of 5%, 10%, 15%, 20%, 25%, 331 ⁄ 3 %, 50%, 66 2 ⁄ 3 % or 75% or more of the issued share capital or voting rights of apublic company in Turkey are required to notify the CMB, the ISE and the publiccompany of such acquisition and, thereafter, to notify the ISE and the publiccompany of their transactions in the shares or voting rights of such public companywhen the total number of the shares or voting rights traded falls below or exceedssuch thresholds. The names, domiciles and the number of shares or voting rightspurchased by such persons must be included in a notice sent to the CMB and the ISE,and the identity of such persons is publicly disclosed in Turkey by the ISE. AlthoughCMB regulations require that investors who purchase 5% or more of the shares in apublic offering be disclosed to the CMB and the ISE by the underwriters, as a matterof market practice, the underwriters will disclose the following information regardingall investors to the CMB and the ISE: (i) name, (ii) field of activity, (iii) nationality,and (iv) whether the investor has purchased the Class C Shares on behalf of a client.See "Description of the Share Capital— Disclosure of Beneficial Interests in Shares."Dividends ................................................. Holders of the Class C Shares will be entitled to receive dividends paid, if any, forthe Class C Shares declared after the closing date of this offering in respect of the2006 financial year, and in respect of subsequent years. We cannot assure you that inany given year a dividend will be declared at all. See "Dividends and DividendPolicy," "Description of the Share Capital—Dividend Distribution and Allocation ofProfits" and "Taxation."Voting Rights ........................................... Holders of Class C Shares are entitled to one vote per Class C Share. Out of the tenmembers of our board of directors, six will be nominated by the holders of Class AShares, three will be nominated by the holders of Class B Shares and the remainingdirector will be elected from among the persons nominated by any shareholder. Thedirectors representing the Class A Shares will nominate and the board will appointthe managing director, subject to the approval of at least two directors representingthe holders of Class B Shares. See "Description of the Share Capital—VotingRights," "—Board of Directors" and "—Managing Director."Proposed Listing and Trading.................. We have applied to the ISE for listing under the symbol "CCOLA." Prior to thisoffering, there has been no public market for any class of our securities. Trading ofthe Class C Shares on the ISE is expected to commence on or about May 12, 2006.Settlement Procedures.............................. Payment for the Class C Shares is expected to be in New Turkish Lira in same-dayfunds. If you do not maintain a custody account in Turkey, you are required to open acustody account with a recognized Turkish depositary in order to make payments ofNew Turkish Lira and receive Class C Shares. You must provide details of suchcustody accounts to Credit Suisse no later than May 5, 2006. The Class C Shares willbe delivered to your Turkish custody account on or about the closing date, subject totimely provision of account details.Identification Number.............................. ISIN: TRECOLA00011Risk Factors.............................................. You should read "Risk Factors" for a discussion of factors that you should considercarefully before deciding to invest in our Class C Shares.Our address is Esenşehir Mah., Erzincan Caddesi No: 36, 34776 Ümraniye, Istanbul, Turkey. Our telephone number is+90 216 528 4000.Summary CCI Consolidated Financial and Operating DataThe following table presents the summary consolidated financial data of CCI as of and for the years endedDecember 31, 2003, 2004 and 2005.The consolidated statements of income data and the consolidated statements of cash flows data for the years endedDecember 31, 2003, 2004 and 2005, as well as the consolidated balance sheet data as of December 31, 2003 and 2004, havebeen extracted from our IFRS Financial Statements that are included elsewhere in this offering memorandum.Our IFRS Financial Statements have been restated for the changes in the general purchasing power of the New TurkishLira as of December 31, 2005 based on IAS 29, "Financial Reporting in Hyperinflationary Economies." IAS 29 requires thatfinancial statements prepared in the currency of a hyperinflationary economy be stated in terms of the measuring unit current atthe date of the most recently presented balance sheet, which for the purposes of this document is December 31, 2005, and that

corresponding figures for previous periods be restated in the same terms. The restatement was calculated by means ofconversion factors derived from the Turkish countrywide wholesale price index published by the SIS. See Note 2 to our IFRSFinancial Statements. Effective from January 1, 2006, IAS 29 will no longer be applied in our financial statements prepared inaccordance with IFRS.We acquired Efes Invest on November 14, 2005. Efes Invest acquired CC Jordan on December 29, 2005. Ourconsolidated balance sheet as of December 31, 2005 reflects these acquisitions. Our consolidated income statement for the yearended December 31, 2005 reflects the acquisition of Efes Invest from November 15, 2005.We define EBITDA as profit from operations plus depreciation and amortization (included in cost of sales, distribution,selling and marketing expenses and general and administration expenses), impairment loss on property, plant and equipment,retirement and vacation pay and gain (loss) on disposal of fixed assets. EBITDA serves as an additional indicator of ouroperating performance and not as a replacement for measures such as cash flows from operating activities and profit fromoperations as defined and required under IFRS. We believe that EBITDA is useful to investors as a measure of operatingperformance because it reflects our underlying operating cash costs. In addition, we believe EBITDA is a measure commonlyused by analysts and investors in our industry. Accordingly, we have disclosed this information to permit a more completeanalysis of our operating performance. EBITDA, as we calculate it, may not be comparable to similarly titled measures reportedby other companies.You should read the following information in conjunction with "Management's Discussion and Analysis of FinancialCondition and Results of Operations" and the IFRS Financial Statements and the related notes included elsewhere in thisoffering memorandum.Year Ended December 31,2005 2004 2003(audited)(in thousands of YTL, except unit case sales volume andshare data)Summary Income Statement Data:Net Sales........................................................................................ 1,190,399 1,079,356 923,732Gross Profit ................................................................................... 368,412 295,446 260,032Operating income.......................................................................... 116,622 74,446 53,577Net income .................................................................................... 78,880 23,699 115,022Other Operating Data:Unit case sales volume (in thousands) (unaudited)...................... 317,590 275,422 222,075EBITDA (unaudited) .................................................................... 193,464 148,253 145,521Reconciliation of Profit from Operations to EBITDA:Profit from operations................................................................... 116,622 74,446 53,577Depreciation and amortization...................................................... 72,670 72,884 75,231Retirement and vacation pay ........................................................ 3,332 4,006 7,800Impairment loss on property, plant and equipment...................... 3,111 2,330 10,915Gain (loss) on disposal of fixed assets ......................................... (2,271) (5,413) (2,002)EBITDA (unaudited) .................................................................... 193,464 148,253 145,521Share and Per Share Data:Weighted average ordinary shares outstanding............................ 22,649,439,955 22,368,152,900 22,368,152,900Basic and diluted net income per weighted average ordinaryshare ........................................................................................... 0.0034 0.0011 0.0051Cash dividends declared per ordinary share................................. 0.0032 0.0018 0.0008Summary Cash Flow Data:Net cash provided by operating activities .................................... 146,105 70,076 143,371Net cash provided by (used in) investing activities ..................... (421,777) 10,936 (88,301)Net cash (used in) provided by financing activities..................... 284,733 (120,181) (130,758)As of December 31,2005 2004 2003(audited)(in thousands of YTL)Summary Balance Sheet Data:Assets:Cash and cash equivalents ............................................................ 44,136 45,764 61,108

Trade accounts receivable, net...................................................... 121,424 88,516 78,754Inventories, net.............................................................................. 103,985 90,570 97,252Property, plant and equipment, net............................................... 613,753 481,084 518,437Intangible assets............................................................................ 286,562 2,495 4,127Total assets.................................................................................... 1,234,196 741,038 838,889Liabilities:Short-term borrowings.................................................................. 320,498 49,506 118,557Trade accounts payable................................................................. 45,855 24,270 24,916Amounts due to related parties ..................................................... 32,739 30,828 25,419Long-term debt, less current portion ............................................ 8,722 10,874 30,632Employee benefit obligation......................................................... 17,153 14,440 13,528Total liabilities .............................................................................. 500,850 198,337 280,771Shareholders' Equity:Total shareholders' equity............................................................. 678,999 542,701 558,118Minority interest............................................................................ 54,347 — —Total liabilities, minority interest and shareholders' equity ......... 1,234,196 741,038 838,889RISK FACTORSPrior to making an investment decision, you should carefully consider the risks and uncertainties described below,which are those that we currently believe may materially affect our company and any investment you make in our company. Ifany of these events occur, the trading price of our Class C Shares could decline. Additional risks and uncertainties that do notcurrently exist or of which we are unaware may also become important factors that could adversely affect our company andyour investment.You should also refer to the other information included in this offering memorandum, including our consolidatedfinancial statements and the notes thereto. For additional information, see "Exchange Rates," "Management's Discussion andAnalysis of Financial Condition and Results of Operations," "Business" and "The Turkish Securities Market."Risks Relating to Our Relationship with The Coca-Cola CompanyIf The Coca-Cola Company is unwilling to renew our bottler's agreements or exercises its right to terminate the bottler'sagreements, our business will be adversely affected.We have bottler's agreements with The Coca-Cola Company and The Coca-Cola Export Corporation under which weproduce, sell and distribute The Coca-Cola Company's trademarked beverages in Turkey, Kazakhstan, Azerbaijan, Jordan andKyrgyzstan. Each agreement includes limitations on our ability to market competing brands not owned by The Coca-ColaCompany without its consent. These agreements are fundamental to our business. The trademarked beverages of The Coca-ColaCompany represented 99.2% of our total sales volume in Turkey in the last three fiscal years, and represented 91.1% of the totalsales volume of Efes Invest in the last three fiscal years. Accordingly, our business depends on the willingness of The Coca-ColaCompany to continue to renew the bottler's agreement when it expires. In addition, our business results could be adverselyaffected if the terms on which the bottler's agreements are renewed in the future are not at least as favorable to us as the currentterms.The Coca-Cola Company has a unilateral right to terminate the bottler's agreements upon the occurrence of certainevents described in the bottler's agreements, which would also automatically terminate our distribution rights. In addition, TheCoca-Cola Company has the unilateral right to terminate the distribution agreement relating to our Turkish operations for anyreason upon three months' written notice. See "Principal Shareholders and Related Party Transactions—Our Relationship withThe Coca-Cola Company." If The Coca-Cola Company exercises its right to terminate our agreements upon the occurrence ofany of those events, or, upon expiration of the term of any of the bottler's agreements or the distribution agreement for ourTurkish operations, either is unwilling to renew these agreements or imposes terms less favorable to us than those that arecurrently in place, this will have a material adverse effect on our business, operating results and financial condition.The Coca-Cola Company has various rights under the bottler's agreements that, if exercised, could adversely affect ourresults or our ability to grow.The purchase of concentrate from The Coca-Cola Company or its authorized suppliers represents our most significantraw materials cost, amounting to 40.3%, 40.2% and 39.5% of the total cost of raw materials for our Turkish operations in 2003,

2004 and 2005, respectively, and 32.0%, 30.0% and 28.0% of the total cost of raw materials for Efes Invest in 2003, 2004 and2005, respectively.Our purchases of concentrate are governed by our bottler's agreements with The Coca-Cola Company and The Coca-Cola Export Corporation. Under the bottler's agreements, The Coca-Cola Company determines the price we pay for concentrateat its sole discretion. This right gives The Coca-Cola Company considerable influence over our profit margins and results ofoperations. Historically, The Coca-Cola Company has determined concentrate prices for our Turkish operations after discussionswith us in order to reflect local trading conditions. Since 2002, The Coca-Cola Company has determined concentrate prices formost of our CSDs in Turkey by reference to a percentage of our U.S. dollar net sales as calculated in accordance with U.S.GAAP, which has had the effect of hedging these concentrate prices against possible devaluations of the New Turkish Lira.With respect to our international operations, The Coca-Cola Company sets a fixed price in U.S. dollars for concentrate whichnormally stays in place for one calendar year, and prices are subject to annual review by The Coca-Cola Company at the end ofeach year. We cannot offer any assurance that The Coca-Cola Company will choose to continue these practices of determiningconcentrate prices for our markets in the future, nor can we offer any assurance that The Coca-Cola Company's objective withrespect to sales of concentrate will always be consistent with our financial goals. In addition, under the bottler's agreementsrelating to our international operations, The Coca-Cola Company has the right to set the maximum price we may charge to ourcustomers. It is possible that The Coca-Cola Company could exercise its rights under the bottler's agreements in a manner thatwould make it difficult for us to achieve our objective of profitable volume growth and therefore have an adverse effect on ourbusiness, operating results and financial condition.Pursuant to the bottler's agreements, we are required to submit a business plan to The Coca-Cola Company for priorapproval on an annual basis. The Coca-Cola Company may terminate our rights to produce, sell and distribute brands of TheCoca-Cola Company in any of the countries in which we operate if our business plan is not approved.In addition, any acquisition by us of other Coca-Cola bottlers in different countries may require, among other things,the consent of The Coca-Cola Company. We cannot offer any assurance that The Coca-Cola Company will provide its consentto any future geographic or other expansion of our business, whether or not such expansion involves other Coca-Cola bottlers.The bottler's agreements afford The Coca-Cola Company other rights that can affect our business. See "PrincipalShareholders and Related Party Transactions—Our Relationship with The Coca-Cola Company."If The Coca-Cola Company decides to reduce the amount of brand promotion it provides, our business could be adverselyaffected.As the owner of the Coca-Cola beverage trademarks, The Coca-Cola Company has the primary responsibility forconsumer marketing and brand promotion. The successful growth of our existing products depends on The Coca-ColaCompany's consumer marketing activities, including the financial contributions that The Coca-Cola Company makes to ourannual promotional and marketing plan. The Coca-Cola Company is under no obligation to make such contributions or tomaintain historical levels of funding in the future. In addition, our ability to expand our product range would depend on TheCoca-Cola Company's product expansion strategy. A reduction in marketing efforts by The Coca-Cola Company, in itscontribution to our annual marketing plan or in its commitment to the development or acquisition of new products could lead todecreased consumption of trademarked beverages of The Coca-Cola Company in the countries in which we operate and couldhave a material adverse effect on our business, operating results and financial condition. See "Principal Shareholders and RelatedParty Transactions—Our Relationship with The Coca-Cola Company."If The Coca-Cola Company fails to adequately protect its trademarks in the countries in which we operate, our business willsuffer.The Coca-Cola Company owns or licenses the trademarks of all its products that we produce, sell and distribute, and ithas the responsibility for protecting its trademarks in the countries in which we operate. All the trademarks owned or licensed byThe Coca-Cola Company that are in use in Turkey, Kazakhstan, Azerbaijan, Kyrgyzstan and Jordan (and many others notcurrently in use) are either registered with the respective trademark offices of such countries, or are the subject of a pendingapplication in the name of The Coca-Cola Company. See "Business—Regulation—Intellectual Property." If The Coca-ColaCompany fails to protect its trademarks against infringement or misappropriation, the competitive position of the brands of TheCoca-Cola Company could suffer and a decrease in the volume of products we sell could result, which would materially affectour results of operations.Risks Relating to Our Business and the Alcohol-Free Beverages Industry

If we fail to manage our growth and integrate our acquired businesses effectively, our business and financial results could beadversely affected.Our acquisition of a controlling interest in Efes Invest increased our size and geographic scope, and we must devotesignificant management time and financial resources to integrate and manage the expanded business. In order to manage theday-to-day operations of our expanded business, we must overcome cultural and language barriers and assimilate differentbusiness practices. Although our business in each of our markets consists of producing, selling and distributing primarily brandsof The Coca-Cola Company, each country in which we operate presents specific challenges and is in a different stage ofeconomic and technological development. For example, although we plan to extend the sales, marketing and distributionsystems we have developed through the use of advanced information technology in our Turkish operations, this may not beachievable in our newly acquired operations due to the lack of infrastructure in the countries. The use of different informationtechnology systems in our business segments may make our financial reporting and consolidation activities more challenging inthe near term. Furthermore, we recently acquired the Coca-Cola bottling operations in Jordan, which have been underperformingin recent years. Although we believe that our strategy for Jordan will result in improved results in that country, there can be noassurance that these efforts will be successful.Part of our strategy is to continue to examine opportunities for future geographic growth, particularly in the MiddleEast. Any expansion into other territories would require the approval of The Coca-Cola Company, and in most cases wouldrequire the purchase of existing franchised bottlers at fair value. Operating a bottling company is a capital intensive business,and investing in expansion into emerging markets may require us to make substantial capacity investments based on ourexpectations of future volume growth. This would reduce our return on capital in the short term, and the expected volume insuch markets may not materialize as we expect.We believe that we will be successful in managing our growth and integrating our business practices, systems andcontrol. However, there can be no assurance that we will be able to integrate the acquired businesses at the initially planned costor at all, or that we will achieve the synergies we expect, and failure to do so due to any of the foregoing risks, or for any otherreason, could have a material adverse effect on our liquidity, financial condition and results of operations.If we fail to maintain our competitive position, our financial results could suffer.The alcohol-free beverages market is highly competitive in the countries in which we operate. We compete with,among others, bottlers of other international or domestic brands of alcohol-free beverages. A change in the number ofcompetitors or an increase in the level of marketing or investments undertaken by our current competitors may cause a reductionin the consumption of our products and may reduce our market share, or we may be required to make increased marketingexpenditures to remain competitive. In Turkey, we also face increasing competition from private label brands owned by largeretail groups.In addition to facing increased competition from new entrants and from increased marketing spending by ourcompetitors, we face price competition. Typically, other premium beverage manufacturers in our markets match the pricing ofour products. If these competitors successfully change their pricing strategies, however, our ability to raise our prices would berestricted, which could result in lower margins and income. Furthermore, in Kazakhstan, Azerbaijan and Kyrgyzstan, we facesignificant competition from a large number of local bottlers that aggressively compete with us based on price. See "Business—Competition."If the supply of raw materials or packaging materials is interrupted or if the prices of these materials fluctuate, our financialresults could be adversely affected.Our results of operations may be affected by the availability and pricing of raw materials and packaging materials,particularly high fructose corn syrup ("HFCS"), sugar, polyethyleneterapthalate ("PET") resin, aluminum, glass, labels, closuresand plastic crates, some of which are priced in currencies other than New Turkish Lira, which is our functional currency. Theprice of raw materials may be substantially affected by changes in global supply and demand, along with weather conditions,governmental controls, exchange rates, currency controls and other factors. A sustained interruption in the supply of thesematerials would require us to find substitute suppliers acceptable to The Coca-Cola Company and could require us to pay higherprices for such materials. Any significant increase in the prices of these materials will increase our operating costs and depressour margins if we are unable to recover these additional operating costs through the pricing of our products. See "Business—Production—Raw Materials and Purchasing Strategy."Adverse weather conditions or decreased tourism in the summer months could reduce demand for our products.

Sales of alcohol-free beverages are generally higher in the summer months of May to September because of the warmweather and, especially in Turkey, the high levels of tourism typical of these periods. Bad weather conditions, includingunusually cold or rainy periods, or decreased levels of tourism, particularly in Turkey, during this peak season could adverselyaffect sales volume, profit from operations and cash flow and could therefore have a disproportionate impact on our operatingresults for the entire year.Any contamination or deterioration of our products could damage our reputation and our financial results and could resultin legal liability.The actual or alleged contamination or deterioration of our products, whether deliberate or accidental, could damageour reputation and financial results. The risk of contamination or deterioration exists at each stage of the production cycle,including during the production and delivery of raw materials, the bottling, storage and delivery to our customers of our productsand the storage and shelving of our products by our customers. The quality control standards in all of our facilities are monitoredby The Coca-Cola Company. However, there can be no assurance that our products will not be contaminated or sufferdeterioration. If any of our products is found to have been contaminated or to have deteriorated, we could be required to recalllarge quantities of our products, and we could incur criminal or civil liability for damage caused by the products. Further, anyactual or rumored contamination or deterioration of our products or products of other Coca-Cola bottlers in other countries coulddamage the reputation of The Coca-Cola Company's brands. Because the trademarked beverages of The Coca-Cola Companyrepresent almost all of our total sales volume, damage to the reputation of The Coca-Cola Company's brands would adverselyaffect our competitiveness and financial results.A weakening of demand for CSDs could adversely affect our financial results.Although we continue to expand our range of products in the NCB category (which includes, but is not limited to,juices, waters, sports and energy drinks, iced tea, iced coffee and other beverages) in Turkey, Kazakhstan, Azerbaijan andKyrgyzstan, our revenues continue to depend to a large extent on the sales of CSD products. There can be no assurance thatdemand will not weaken in the future, either as a result of economic conditions or as a result of evolving consumer preferencestoward noncarbonated alternatives.Our future growth may be impeded if we cannot successfully expand our sales and product offering in the NCB category ofthe commercial beverage market.We believe that one of the keys to our future growth is the expansion of our sales and product lines in the NCBcategory. We intend to work closely with The Coca-Cola Company to introduce new noncarbonated products in those of ourmarkets where we believe they will be successful and to expand promotional activities with respect to our current noncarbonatedproduct lines. If consumers are not receptive to our new products, or if The Coca-Cola Company does not commit sufficientmarketing resources to new or existing products, we could be unable to achieve growth and our financial results could suffer.Proposed changes in the Turkish corporate tax law may have an adverse effect on our net income if adopted.We have traditionally benefited from certain Turkish corporate tax incentives, particularly incentives related to capitalinvestments. Under the draft corporate tax code (the "Draft Corporate Tax Code") that is expected to be implemented inMay 2006 with a retroactive effective date of January 1, 2006, the corporate tax rate in Turkey will be reduced from the currentrate of 30% to 20% but tax incentives for capital investments will no longer be available. The Draft Corporate Tax Code permitsus to elect to follow either the old or the new regime with respect to 2006. As a result, we may be able to use our remainingcapital investment incentives in 2006 if we have sufficient qualifying income; however, our overall effective tax rate in 2006 andthereafter may increase and we cannot assure you that this increase will not have a material adverse effect on our business,financial condition and results of operations. See "Management's Discussion and Analysis of Financial Condition and Results ofOperations—Principal Factors Affecting Our Results of Operations—Taxation" and "Taxation—The Republic of Turkey—Taxation of Corporations."A change in the amount or the application of the special consumption tax imposed on sales of cola-flavored soft drinks inTurkey could adversely affect our business.A special consumption tax is imposed on the sale of cola-flavored soft drinks in Turkey, in addition to the 18%value-added tax that is imposed on all products. The special consumption tax amounts to 25% of the transfer price of colaflavoredsoft drinks from CCI, our production company, to CCSD, our sales and distribution company. The tax is levied only onthe first sale of the products and, therefore, does not apply to sales by CCSD to our customers. Although the Governmentdecreased the special consumption tax rate from 26.5% to 25% in June 2002, there can be no assurance that the tax rate will not

e increased in the future. For example, the Government increased a similar special consumption tax rate on alcoholic beveragestwice since the end of 2003. If the Turkish government increases the amount of the special consumption tax or changes the wayin which the tax is applied, our financial results could be adversely affected.The Turkish Competition Authority or similar regulators in our other markets could restrict our ability to engage in certainbusiness practices.Competition in Turkey is principally regulated by the Law on the Protection of Competition, No. 4054 of 1994 (the"Turkish Competition Law"). The Turkish Competition Law is enforced by the Turkish Competition Board, which has thepower to investigate possible violations and impose fines. In February 2004, following an investigation which began in 2002,CCSD was found to be dominant in a "carbonated soft drink market" based on market circumstances at that time. CCSD was,however, found not to have abused its position of dominance, and no fine was imposed. Under the Turkish Competition Law,CCSD could be subject to fines if it were found both to be dominant and to have engaged in business practices that wouldconstitute an abuse of dominance. These practices include, without limitation, entering into exclusivity arrangements withcustomers in exchange for payments such as bonuses or premiums, charging resale prices for products of The Coca-ColaCompany that are below an acceptable measure of cost with the intention to eliminate current or potential competitors or that areabove an acceptable measure of margin, cross-subsidizing its products (i.e., using profits made in one market segment wherecompetition is weak to support lower prices in another market segment where competition is more aggressive), refusing tosupply products without justification, or restricting production, marketing or technological development to the detriment ofconsumers.In addition, the Turkish Competition Board is currently examining whether to keep in place the block exemptioncurrently granted to carbonated soft drink companies in Turkey enabling them to enter into exclusive agreements with salesoutlets. See "Business—Regulation—Competition Regulation."We cannot predict whether competition law enforcement by the Turkish Competition Board or by similar regulatoryauthorities in our other markets in the future will result in significant fines being imposed on us, require us to change our currentbusiness practices or result in adverse publicity. Any of these outcomes could have a negative impact on our competitivenessand results of operations.Fluctuations in exchange rates may adversely affect the results of our operations and financial condition.Our purchases of PET resin, cans, sugar and HFCS are typically denominated in or indexed to U.S. dollars. In 2003,2004 and 2005, 36.6%, 33.2% and 37.4%, respectively, of our purchases of raw and packaging materials (excluding concentrate)in Turkey were denominated in Turkish Lira, and 63.4%, 66.8% and 62.6%, respectively, were denominated in foreigncurrencies (almost all of which was in U.S. dollars). With respect to our international operations, in 2003, 2004 and 2005,49.0%, 45.0% and 43.0%, respectively, of the purchases of raw and packaging materials (excluding concentrate), respectively,were denominated in local currencies and 51.0%, 55.0% and 57.0%, respectively, were denominated in foreign currencies(almost of all which was in U.S. dollars).We incur currency risks whenever we enter into a transaction using a currency other than local currencies. We attemptto reduce our currency risk by, wherever practicable, purchasing raw and packaging materials in transactions denominated inlocal currencies. In addition, because concentrate prices for most of our CSDs in Turkey have been determined by reference to apercentage of our U.S. dollar net sales as calculated in accordance with U.S. GAAP, a large proportion of our concentrate priceshas been effectively hedged against possible devaluations of the New Turkish Lira. Given the volatility of the currencies in thecountries in which we operate, we cannot offer any assurance that we will be able to manage our currency risks effectively orthat future volatility in exchange rates will not adversely affect our financial results.In addition to managing these transaction risks, we translate non-New Turkish Lira denominated results of operations,assets and liabilities into New Turkish Lira to prepare our IFRS consolidated financial statements. The revaluation of balancesheet items results in foreign exchange translation losses or gains, which are reported as non-operating expenses or income,which can have a material effect on our results.See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Principal FactorsAffecting Our Results of Operations—Exchange Rates."Risks Relating to Control by Principal Shareholders

Our principal shareholders have the ability to exert significant influence over our business and their interests may not bealigned with our interests or those of other shareholders.Currently, The Coca-Cola Company beneficially owns 35.9% of our shares and Anadolu Efes beneficially owns 51.2%of our shares. After the offering and assuming that the over-allotment option will be exercised, The Coca-Cola Company willbeneficially own 20.5% and Anadolu Efes will beneficially own 51.2% of our shares. The Coca-Cola Company beneficiallyowns all of our Class B Shares, and Anadolu Efes beneficially owns all of our Class A Shares. The relationship between ourprincipal shareholders is governed by our articles of association, which are described in "Description of the Share Capital."We have a board of directors consisting of ten board members. The quorum for all board meetings is six. Pursuant toour articles of association, a majority of the holders of Class A Shares may nominate six members of the board of directors, amajority of the holders of Class B Shares may nominate three members and the remaining director will be elected from amongthe persons nominated by any shareholder. The minimum number of affirmative votes required to approve a resolution is six ifthere are nine or ten directors present and five if there are six, seven or eight directors present. For certain decisions, at least twodirectors representing the Class B shareholders must vote in favor, even if the minimum voting requirement is otherwise met.Such decisions are defined as "Major Decisions" and they include, among other things, approving business plans, setting theagenda of the shareholders' general assembly, a public offering of CCI shares and appointment or removal of the managingdirector. See "Description of the Share Capital—General Meetings." The chairman of the board of directors is selected fromamong the directors nominated by Class A Shares and the vice chairman is selected from among the directors nominated byClass B Shares. The directors representing Class A shareholders nominate the managing director, whose appointment must alsobe approved by at least two directors representing Class B shareholders. Two of our three statutory auditors must be nominatedby the Class A shareholders and the remaining statutory auditor must be nominated by the Class B shareholders. The holders ofat least 80% of each of the Class A Shares and Class B Shares must approve, to the extent they are voted upon by theshareholders, Major Decisions.The arrangements described above and under "Principal Shareholders and Related Party Transactions" and"Description of the Share Capital" will continue to give Anadolu Efes and The Coca-Cola Company, in their capacity as Class Aand Class B shareholders, significant influence over our business after the consummation of the offering and will enable them,together, to determine the outcome of all actions requiring approval by our board of directors and the outcome of corporateactions that require shareholder approval, with the exception of matters that require an extraordinary quorum or unanimousapproval.The interests of these principal shareholders may differ from those of other shareholders. As a result of their ownershipof a substantial percentage of our outstanding shares, their affiliation with members of our board of directors and their influenceover our business, they may prevent us from making certain decisions or taking certain actions that would benefit us or protectthe interests of other shareholders. The influence of these shareholders may have the effect of delaying, deferring or preventing achange in control, may discourage bids for our Class C Shares and may adversely affect the market price of our Class C Shares.Risks Relating to Operating in Emerging MarketsIn general, investing in the securities of issuers such as CCI that have operations solely in emerging markets involves ahigher degree of risk than investing in the securities of issuers with substantial operations in the United States, the countries ofthe European Union or other similar jurisdictions. Summarized below are a number of risks relating to operating in emergingmarkets. Additional risks and uncertainties relating to these emerging markets that do not currently exist or of which we areunaware may also become important factors that could adversely affect our financial results and your investment.Risks Relating to Operating in TurkeyEconomic developments in Turkey may have a material adverse effect on our business, financial condition and results ofoperations in the future.Over the past two decades, the Turkish economy has undergone a transformation from a highly protected and regulatedsystem to a free market system. The Turkish economy has, in general, responded well to this transformation, but it hasexperienced severe macroeconomic imbalances, including substantial budget deficits, significant balance of payment deficits,high rates of inflation and high real rates of interest (which are nominal interest rates less inflation).In May 2000, the Turkish Government began implementing a macroeconomic program monitored by the InternationalMonetary Fund (the "IMF") with the aim of stabilizing the country's financial health. Liquidity crises in the banking sector inNovember 2000 and February 2001 triggered the most severe economic crisis in Turkey since 1994. In February 2002, the

Government and the IMF signed a three-year stand-by agreement, which required the Government to implement certain policychanges and structural reforms. The reforms contributed to economic growth but the economy is still vulnerable to volatility,changes in investor sentiment and political uncertainty. In May 2005, the Government entered into a new three-year stand-byagreement with the IMF. The IMF's support is contingent on Turkey's compliance with the restrictions contained in the stand-byagreement. There can be no assurance that Turkey will be able to meet the conditions of the IMF agreement or that IMF supportfor Turkey will continue.Future negative developments in the Turkish economy could impair our business strategies and have a materiallyadverse effect on our financial condition and results of operations.Political developments in Turkey may have a material adverse effect on our business, financial condition and results ofoperations in the future.Turkey has been governed by a parliamentary democracy since 1923, although the military has in the past played asignificant role in politics and the Government, intervening in the political process through coups in 1960, 1971 and 1980.Unstable coalition Governments have been common, and in the over 80 years since its formation, the Republic of Turkey hashad 59 Governments with political controversies frequently resulting in early elections. The latest in a series of early elections,the national elections held on November 3, 2002 resulted in victory of the Justice and Development Party ("AKP"), which isknown to have Islamic roots. AKP, led by Recep Tayyip Erdoğan, received 34.1% of the votes cast and formed a single partyGovernment in the Grand National Assembly ("GNA"). AKP declared that it would continue to implement the current IMFprogram and the economic policies introduced by the former Government with minor revisions. To date, AKP's economicpolicies have complied with the IMF program and have relatively stabilized the Turkish economy, as discussed above. The nextnational election is expected to be held by 2007 and a change of Government at the next election could lead to a change ineconomic policies. The failure to continue to implement the IMF program may have an adverse effect on the Turkish economyand, as a result, on our financial condition and results of operations.The head of state in Turkey is the President of the Republic of Turkey, who is elected by the GNA. The currentPresident, Ahmet Necdet Sezer, the former head of the Constitutional Court, was elected in May 2000 for a seven-year termwhich will terminate in May 2007. Pursuant to the Constitution, a President cannot be elected twice. The President has had avolatile relationship with the governments formed by the AKP and has vetoed several pieces of legislation passed by the GNA.Increased instability in the Government, including additional conflicts among senior politicians in Turkey, as well as increasedpolitical instability in the Middle East, may adversely affect the Turkish economy, which in turn could adversely affect ourbusiness.Terrorism within Turkey or conflicts in Turkey's neighboring countries may have a material adverse effect on our businessand results of operations in the future.Political uncertainty within Turkey and in certain neighboring countries, such as Iran and Iraq, has historically been oneof the potential risks associated with investment in Turkish companies. Political instability in the Middle East and elsewhereremains an area of concern. The four bombings in Istanbul in November 2003 appear to have had a limited impact on theTurkish economy. However, if similar attacks occur in the future, Turkey's capital markets, as well as the levels of tourism andforeign investment in Turkey, may suffer. In addition, the bombings in the coastal holiday resorts of Çeşme and Kuçadası inJuly 2005 and the threat of future terrorism have had and could continue to have an adverse effect on the Turkish economy.It is possible that further acts of terrorism may be directed against American interests in Turkey, and such acts ofterrorism could be directed against properties and personnel of companies such as ours which are associated with Americaninterests. While our property and business interruption insurance covers damages to insured property directly caused byterrorism, we cannot be certain that such amounts will be sufficient to cover any losses we may incur.Turkey has also had problems with terrorist and ethnic separatist groups in past years. For example, Turkey has been inconflict with the Peoples' Congress of Kurdistan, formerly known as the PKK. After seven years of relative peace, this group hasrecommenced its terrorist attacks mostly in the southeastern part of Turkey but also in Istanbul. If such terrorist attacks continue,it may adversely affect tourism and the Turkish economy, which in turn could adversely affect our business.Uncertainties relating to European Union membership may adversely affect our operating environment and our results ofoperations.Turkey has had a long-term relationship with the European Union. In 1963, it signed an association agreement with theEuropean Union and in 1970 a supplementary agreement was signed providing for a transitional second stage of Turkey's

integration into the European Union. The European Union resolved on December 17, 2004 to commence accession negotiationswith Turkey and affirmed that Turkey's candidacy will be judged on the same criteria applied to other candidates. These criteriarequire a range of political, legislative and economic reforms to be implemented. Negotiations for Turkey's accession to theEuropean Union commenced on October 4, 2005. No assurance can be given that Turkey will be able to meet the criteriaapplicable to becoming a member state of the European Union or that the European Union will maintain its current approachregarding the candidacy of Turkey. Uncertainties relating to Turkey's admission to the European Union may adversely affect theTurkish economy in general, which could adversely affect demand for our products.The level of inflation in Turkey could adversely affect our business.Over the five-year period ended December 31, 2000, the Turkish economy experienced annual inflation averagingapproximately 65.1% per year as measured by the Turkish wholesale price index. In response, the Government implementedpolicies intended to combat these persistently high levels of inflation. However, as a result of the financial crises experienced inTurkey in November 2000 and February 2001, during 2001 the wholesale price index increased to 88.6%. In line with the standbyarrangements with the IMF, the Government started implementing certain austerity measures to reduce public sector debt andto control inflation. The inflation rate based on the wholesale price index declined from 30.8% in 2002 and 13.9% in 2003 to13.8% in 2004 and to 4.5% in 2005.The implementation of certain austerity measures proposed by the Government to control inflation could have anadverse effect on the Turkish economy and on the value of Turkish equity securities. Although the rate of inflation has decreasedin recent years, there can be no assurance that this trend will not reverse, particularly if the Turkish government fails to continueits current economic policies or if those policies cease to be effective. If the level of inflation in Turkey were to fluctuatesignificantly, it is possible that the market price of our Class C Shares would be adversely affected. Increases in the level ofinflation also could require us to increase the prices of our beverages, which could adversely affect our sales.The state of the current account deficit in Turkey could lead to depreciation of the New Turkish Lira and increased inflationwhich could adversely affect our business, results of operations and financial condition.With the economy expanding, interest rates low, inflation declining and productivity gains at record highs, the NewTurkish Lira appreciated by almost 48.0% from the end of 2001 to the end of March 2006 according to the Central Bank'sconsumer price index based Real Effective Rate Index. However, given the widening current account deficit and the resultingsurge in financing needs, some Turkish economists are concerned about the stability of the New Turkish Lira. Turkey had acurrent account deficit of $7.9 billion in 2003 (3.3% of gross national product). In 2004, the current account deficit increased to$15.6 billion, accounting for 5.2% of gross national product, and in 2005 the deficit reached $22.9 billion, or 6.3% of grossnational product. In a period of uncertainty, the persistent widening of the current account deficit may lead to a suddenadjustment in the New Turkish Lira with inflationary consequences.Future earthquakes could damage our facilities and the Turkish economy in general.On August 17, 1999, an earthquake measuring 7.4 on the Richter scale struck the area surrounding Izmit. OnNovember 12, 1999, another earthquake occurred in the city of Düzce, between Ankara and Istanbul, resulting in furtherfinancial costs to Turkey. Almost all of Turkey is classified by seismologists as being in a high risk earthquake zone. Almost45% of Turkey's population and most of its economic resources are located in a first degree earthquake risk zone (the zone withthe highest level of risk of damage from earthquakes). Our headquarters and our Çorlu and Bursa production facilities arelocated in first degree earthquake risk zones, our Ankara and Kemalpaşa production facilities are located in second degreeearthquake risk zones and our Mersin production facility is located in a third degree earthquake risk zone. The occurrence of asevere earthquake could affect one or more of our production facilities and cause an interruption in our business, which wouldhave an adverse effect on our business. In addition, a severe earthquake could harm the Turkish economy in general, whichcould adversely affect demand for our products.Risks Relating to Operating in KazakhstanKazakhstan has a relatively short history as an independent state and there remains potential for instability that could have amaterial adverse effect on our business, financial condition and results of operations in Kazakhstan.Kazakhstan's existence as an independent state resulted from the break-up of the Soviet Union. Kazakhstan's president,Nursultan Nazarbayev, has been in office since Kazakhstan became an independent sovereign state in 1991. As such, it has arelatively short history as an independent nation and there remains potential for social, political, economic, legal and fiscalinstability. These risks include, among other things, local currency devaluation, civil disturbances, changes in exchange controls

or lack of availability of hard currency, restrictions on repatriation of capital, changes with respect to taxes, and nationalizationor expropriation of property. The occurrence of any of these factors could have a material adverse effect on our business,financial condition and results of operations in Kazakhstan. There can be no assurance that political, legal, economic, social orother developments in Kazakhstan will not have an adverse effect on our business in Kazakhstan.Kazakhstan is in the process of moving from a command to a market-driven economy. Kazakhstan has actively pursueda program of economic reform and inward foreign investment designed to establish a free market economy, but there can be noassurance that such reforms and other reforms will continue in the future.Under President Nazarbayev's leadership, the foundations of a market economy have taken hold, includingprivatization of state assets, liberalization of capital controls, tax reforms and pension system development. PresidentNazarbayev was re-elected in December 2005 for an additional seven-year term. Should a new president be elected in the future,the pro-business atmosphere in Kazakhstan could change. Changes to Kazakhstan's property, tax or other regulatory regimes, orother changes that affect the pro-business atmosphere in Kazakhstan, could negatively affect the Group's business, financialcondition and results of operations.Since the breakup of the Soviet Union, a number of former Soviet republics have experienced periods of politicalinstability, civil unrest, military action or incidents of violence. Kazakhstan has not experienced any such unrest and, to date, thisregional instability has not affected Kazakhstan or our operations in Kazakhstan. However, future political instability, civilunrest or continued violence in the region could affect the political or economic stability of Kazakhstan, and could have anadverse effect on our business, financial condition, results of operations or prospects in Kazakhstan.We ship our products using the national railway system operated by the Kazakh government and if there is a change in theavailability or reliability of this rail system, our results of operations, financial condition and prospects could be adverselyaffected.Kazakhstan covers a large geographic region which is roughly equivalent in size to Western Europe. In addition, thehighway infrastructure in Kazakhstan is unreliable and, due to severe weather conditions in winter, often inaccessible. As aresult of these factors, we use rail transportation for the distribution of our products in Kazakhstan outside of Almaty. The railsystem in Kazakhstan is operated by the Kazakh government. Any reduction or cessation in the availability of the railroads to usor a significant increase in the tariffs for railroad transportation could have a material adverse effect on our business, financialcondition and results of operations in Kazakhstan.The taxation system in Kazakhstan is at an early stage of development and experience. The interpretation and application oftax laws and regulations are evolving, which significantly increases the risks with respect to our operations and investment inKazakhstan.As tax legislation in Kazakhstan has been in force for only a relatively short time, tax risks in Kazakhstan aresubstantially greater than typically found in countries with more developed tax systems. Tax legislation is evolving and issubject to different and changing interpretations, as well as inconsistent enforcement. Tax regulation and compliance is subjectto review and investigation by the authorities who may impose extremely severe fines, penalties and interest charges.Kazakhstan's tax laws are not always clearly determinable and have not always been applied in a consistent manner. Inaddition, the tax laws continue to evolve. The uncertainty of application and the evolution of tax laws create a risk of additionaland substantial payments of tax by CC Kazakhstan, which could have a material adverse effect on its financial position andresults of operations. The tax authorities are able to raise additional tax assessments for taxes for five years after the end of therelevant tax period, and the calendar years 2001 to 2005 remain open. For all taxes, the fact that the tax authorities haveconducted an audit of a particular period does not prevent them from revisiting that period and raising an additional assessment.In addition, Kazakhstan's tax system does not have the concept of the tax authorities giving legally binding rulings on tax issuesthat are put to them.The legal system in Kazakhstan is in the process of development, and the application of laws and regulations may beunpredictable.Risks associated with the legal system in Kazakhstan include: inconsistencies between and among laws, presidentialdecrees, edicts and governmental and ministerial orders and resolutions; conflicting local, regional and national rules andregulations; the lack of judicial or administrative guidance on interpreting the applicable rules; the untested nature of theindependence of the judiciary and its immunity from economic or political influence; the relative inexperience of jurists, judgesand courts in interpreting recently enacted legislation and complex commercial arrangements; a high degree of discretion on the

part of governmental authorities; and a lack of binding judicial precedents. There is no guarantee that we or any other claimantwould obtain effective legal redress from any court or tribunal in Kazakhstan.The recent enactment of many laws, the lack of consensus about the scope, content and pace of economic and politicalreform and the rapid evolution of the legal systems in ways that may not always coincide with market developments haveresulted in ambiguities, inconsistencies and anomalies and the enactment of laws and regulations without a clear constitutionalor legislative basis, that give rise to investment risks that do not exist in more developed legal systems. Legislation has beenenacted in Kazakhstan to protect private property against expropriation and nationalization. However, due to the lack ofexperience in enforcing these provisions in the short time they have been in effect and due to potential political changes in thefuture, there can be no assurance that such protections would be enforced in the event of an attempted expropriation ornationalization. No assurance can be given that the future development of the laws and legal systems of Kazakhstan will nothave a material adverse effect on our business and financial results.Risks Relating to Operating in AzerbaijanAzerbaijan has a relatively short history as an independent state and there remains potential for instability that could have amaterial adverse effect on the business, financial condition and results of our operations.Azerbaijan's existence as an independent state resulted from the break-up of the Soviet Union. As such, it has arelatively short history as an independent nation and there remains potential for social, political, economic, legal and fiscalinstability. These risks include, among other things, local currency devaluation, civil disturbances, changes in exchange controlsor lack of availability of hard currency, legal and tax systems that are not fully developed, restrictions on repatriation of capital,changes with respect to taxes, and nationalization or expropriation of property. The occurrence of any of these factors could havea material adverse effect on our business, financial condition and results of operations in Azerbaijan. There can be no assurancethat political, legal, economic, social or other developments in Azerbaijan will not have an adverse effect on our business inAzerbaijan.The Azeri economy has been undergoing a significant transformation. The Azeri government has been implementingeconomic reforms, including privatization and trade liberalization. However, there can be no assurance that the Azerigovernment will continue its current economic policies or that such policies will continue to be effective. Future negativedevelopments in the Azeri economy could impair our business, financial conditions and results of operations in Azerbaijan.Political uncertainty within Azerbaijan is one of the potential risks associated with operating in Azerbaijan. Protestsfollowed the parliamentary elections that took place on November 6, 2005. The ruling New Azerbaijan Party was re-elected,although civil unrest related to the contested elections occurred for some time after the elections based on alleged improprietiesduring the election process.Since the breakup of the Soviet Union, a number of former Soviet republics have experienced periods of politicalinstability, civil unrest, military action or incidents of violence. Future political instability, civil unrest or continued violence inthe region could affect the political or economic stability of Azerbaijan, and could have an adverse effect on our business,financial condition, results of operations or prospects in Azerbaijan.Risks Relating to Operating in JordanWe are exposed to the political, economic and other risks relating to the Middle East region.The region in which Jordan is located is characterized by a significant degree of instability, particularly in neighboringcountries such as Iraq and the occupied West Bank. Iraq, with which Jordan maintains substantial economic ties, is sufferingfrom the ongoing unstable political and security situation there. In August 2005, rockets were launched at a U.S. military shipdocked in the Red Sea port of Aqaba. On November 9, 2005, three international hotels in Amman were attacked by suicidebombers, resulting in the deaths of nearly 60 people. Security officials have stated their belief that both attacks were linked toJordanian Abu Musab al-Zarqawi, believed to be the leader of al Qaeda in Iraq. If similar attacks occur in the future, tourism andforeign investment in Jordan may decrease and, as a result, Jordan's economy and our business in Jordan may be adverselyaffected.Furthermore, Israel's military campaigns and economic sanctions against the Palestinians in the West Bank and GazaStrip have adversely affected Jordan's economy. In February 2005, the Israeli government voted to disengage from the GazaStrip by dismantling all Israeli settlements and removing all Israeli settlers. This process was completed in September 2005.

Nonetheless, Israel maintains offshore maritime control as well as airspace control. The future political status of the Gaza Striphas yet to be determined.Jordan.Events in neighboring countries will continue to have a significant impact on Jordan's economy and our business inEconomic and political developments in Jordan may have a material adverse effect on our business, financial condition andresults of operations in Jordan.Jordan is a small country with inadequate supplies of water and other natural resources such as oil. Debt, poverty, andunemployment are fundamental problems. King Abdullah II, since assuming the throne in 1999, has undertaken some broadeconomic reforms in a long-term effort to improve living standards. In the past three years, the government has worked closelywith the IMF, practiced careful monetary policy, and made substantial progress with privatization. The government has alsoliberalized the trade regime. These measures have helped improve productivity and have encouraged foreign investment in thecountry. However, there can be no assurance that Jordan will continue to implement its current government and fiscal policies inthe future.Although the present government is committed to its liberalization policies, existing laws may be appliedinconsistently, swift enforcement of the laws may not always be available and the interpretation of existing laws may be unclear.In addition, many enforcement agencies have been recently established and are in the process of evolving. Therefore, theirresources and their ability to enforce the law may be limited.While the Jordanian government's policies have generally resulted in improved economic performance in recent years,such level of performance may not be sustained in the future. There can be no assurance that Jordan will continue to implementits current government and fiscal policies in the future, or that external developments such as the price of oil will not adverselyaffect Jordan's economy and our business in Jordan.Risks Relating to an Investment in Our Class C SharesThere has been no prior public market for our Class C Shares, and our Class C Shares may experience price and volumefluctuations.Prior to this offering, there has been no public market for any class of our securities in or outside of Turkey. We cannotoffer any assurance that a market for the Class C Shares will develop or, if such a market does develop, that it will continue.After the offering, we expect that approximately 20.2% of our Class C Shares will be held by persons other than our principalshareholders (approximately 23.2% if the over-allotment option is exercised in full). The limited public market for the Class CShares may impair the ability of holders to sell them in the amount and at the price and time such holders may wish to do so, andmay increase the volatility of the price of the Class C Shares.The initial offer price for the Class C Shares offered in this offering has been determined by agreement between us, theselling shareholders and the underwriters. Among the factors considered in making such determination were the history of andthe prospects for the industry in which we compete, an assessment of our management, our present operations, the historicalresults of our operations and the trend of our net sales, our prospects for future earnings, the general condition of the securitiesmarkets at the time of the offering and the prices of similar securities of generally comparable companies. The offer price of ourClass C Shares may not be indicative of the market price for such securities after the listing. The trading price of our Class CShares could also be subject to significant fluctuations in response to variations in our and our competitors' financialperformance, general market conditions and other factors. In addition, international financial markets have from time to timeexperienced price and volume fluctuations which have been unrelated to the operating performance or prospects of individualcompanies. Consequently, the trading market for, and the liquidity of, our Class C Shares may be materially adversely affectedby general declines in the market or by declines in the market for similar securities.As is the case for the equity securities of many emerging market issuers, the market value of our Class C Shares may besubject to significant fluctuation, which may not necessarily be related to our consolidated financial performance.The Istanbul Stock Exchange is less liquid than other major exchanges and may be more volatile, which may adversely affectyour ability to trade Class C Shares purchased in the offering.The principal trading market for our Class C Shares will be the ISE. The ISE is considerably smaller and less liquidthan securities markets in the United States and the United Kingdom. As of December 31, 2005, the total market capitalization

of all of the companies with equity securities regularly traded on the ISE was YTL218.3 billion and a disproportionately largepercentage of the market capitalization and trading volume of the ISE is represented by a small number of listed companies. Asof December 31, 2005, the shares of 304 companies were regularly traded on the ISE and the combined market capitalization ofthe 10 companies with the greatest market capitalizations was approximately 51% of the market capitalization of all companiestrading on the ISE.The ISE is also a highly volatile market. Trading on the ISE has traditionally been characterized by a high degree ofshort-term speculative trading, which is at least partially attributable to the relatively underdeveloped institutional investor basein Turkey and to the relatively small size of the retail investor base. The average daily trading volume in the shares of allcompanies whose equities trade regularly on the ISE was YTL596 million during 2003, YTL837 million during 2004, andYTL1,060 million during 2005.Future sales of substantial amounts of our Class C Shares, or the perception that such sales could occur, could adverselyaffect the market value our Class C Shares.Immediately following the completion of this offering, there will be 11,847,547,136.9 Class C Shares issued andoutstanding. The Coca-Cola Company, Anadolu Efes, and Özgörkey Holding (which together will hold an aggregate of6,814,130,070.7 Class C Shares after the offering or 6,060,607,670.7 Class C Shares if the over-allotment option is exercised),have agreed, subject to certain exceptions, not to offer or sell any Class C Shares or securities convertible or exchangeable intoClass C Shares for a period of 180 days following the date of this offering memorandum without the consent of Credit Suisse, asdescribed in "Plan of Distribution." Sales of substantial amounts of our Class C Shares, or the perception that such sales couldoccur, could adversely affect the market price of our Class C Shares and could adversely affect our ability to raise capitalthrough future capital increases.Your ownership interest in CCI may be diluted as a result of our proposed merger with Efes Invest.We currently own 87.63% of the shares of Efes Invest. Following the completion of this offering, we intend to mergewith Efes Invest and in connection with the merger we expect to issue new Class C Shares to the minority shareholders of EfesInvest. Our boards of directors unanimously decided to propose to our shareholders that in connection with the merger, the ratiosof the following be considered while determining the merger ratio: (i) the value ascribed to Efes Invest shares in CCI'sacquisition of Anadolu Efes's stake in Efes Invest, and (ii) the value ascribed to CCI at the time of the share capital increase inwhich Anadolu Efes was the sole participant, in addition to the value arising from CCI's acquisition of Anadolu Efes's stake inEfes Invest and the acquisition of Efes Invest shares in the mandatory call. The terms of the merger, including the exchange ratioof our Class C Shares and Efes Invest shares, will be finalized closer to the time of the proposed merger and will be subject tothe approval of the shareholders of CCI and Efes Invest and the CMB. Upon any issuance of new Class C Shares in connectionwith the merger, your ownership interest in us will be diluted.Fluctuations in the value of the New Turkish Lira could significantly affect the value of the Class C Shares and anydividends we pay with respect to the Class C Shares.The quoted price of the Class C Shares will be in New Turkish Lira. In addition, dividends, if any, that we pay inrespect of our Class C Shares will be paid in New Turkish Lira. Fluctuations in the value of the New Turkish Lira can beexpected to significantly affect the value of the Class C Shares and dividend payments upon conversion into other currencies,including the U.S. dollar. See "Dividends and Dividend Policy."The pre-emption rights granted to holders of our Class C Shares may be unavailable to United States holders of our Class CShares.In the case of an increase in our capital, holders of Class C Shares are entitled to subscribe for new Class C Shares inproportion to their respective holdings even though such pre-emption rights may be restricted by our board of directors. To theextent that pre-emption rights are granted, United States holders of Class C Shares may not be able to exercise such pre-emptionrights unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from theregistration requirement thereunder is available.THE SELLING SHAREHOLDERSThe following table sets forth the number of Class C Shares beneficially owned by each selling shareholder, thenumber of Class C Shares offered by each selling shareholder in the offering (including pursuant to the over-allotment option)

and the number of Class C Shares that each selling shareholder will beneficially own after the offering (assuming the overallotmentoption is exercised).Selling ShareholderThe Coca-ColaClass C Shares BeneficiallyOwned Prior to the Offering% of Class CNumber SharesClass C Shares Offered in theOfferingNumber without Number withOver-Allotment Over-AllotmentClass C Shares BeneficiallyOwned After the Offering withOver-Allotment% of Class CNumber SharesCompany (1) .................... 3,840,000,000.0 32.4 3,201,877,600.0 3,840,000,000.0 — —Özgörkey Holding (2) ......... 1,969,471,861.0 16.6 577,000,000.0 692,400,000.0 1,277,071,861 10.8CCSD (3) ............................ 1,253,354,597.5 10.6 1,253,354,500.0 1,253,354,500.0 97.5 —(1) Held of record by The Coca-Cola Export Corporation. The business address of The Coca-Cola Export Corporation isOne Coca-Cola Plaza, N.W., Atlanta, Georgia, United States of America.(2) The business address of Özgörkey Holding is Kemalpaşa Caddesi No: 12, 35060, Pınarbaşı, Izmir, Turkey.(3) The business address of CCSD is Dereiçi Değirmenbahçe Caddesi Asena Sok. No: 30, Yenibosna 34350, Istanbul,Turkey.CCSD is our sales and distribution subsidiary. You should read "Principal Shareholders and Related PartyTransactions—Principal Shareholders" for additional information on the selling shareholders and a description of ourrelationship with each of The Coca-Cola Company and Özgörkey Holding.USE OF PROCEEDSCCI will not receive any proceeds from this offering directly. We expect our subsidiary, CCSD, to receiveapproximately YTL87.1 million in net proceeds, after deducting underwriting discounts and commissions and CCSD's pro ratashare of the estimated offering expenses. We intend to use these proceeds principally for capital expenditures in 2006 and, to theextent proceeds are not required for such purpose, for the prepayment of a portion of the amount outstanding under a $55 millioncredit facility under which CCSD is the borrower. See "Management's Discussion and Analysis of Financial Condition andResults of Operations—Future Liquidity, Financing Arrangements and Commitments—Borrowings and Capital Funding."DIVIDENDS AND DIVIDEND POLICYIn accordance with Turkish law, the distribution of profits and the payment of an annual dividend in respect of thepreceding financial year will be recommended by the board of directors each year for approval by the shareholders at the annualgeneral meeting, which must be held within three months following the end of the preceding fiscal year. Dividends are payableon a date determined at the annual general meeting of shareholders and are required by the CMB to be paid on a date no laterthan the end of the fifth month following the end of the preceding fiscal year. Distribution of dividends can be made in the formof cash or bonus shares, or a combination of both. Each share entitles its holder to the same amount of dividend.2% of our annual profit before taxes and other similar mandatory payments is set aside by the general meeting ofshareholders for donations to Anadolu Eğitim ve Sosyal Yardım Vakfı (Anadolu Education and Social Aid Foundation) so longas it maintains its tax-exempt status, and 1% to another tax-exempt foundation to be determined by the shareholders owning amajority of the Class B shares, provided that the first legal reserve is set aside and first dividends are distributed. The remainingannual profit is distributed in accordance with our articles of association after deducting required amounts and setting asiderequired reserves and deducting the previous year's losses, if any, prescribed by the Turkish Commercial Code in the followingrequired order:• 5% of the net profit will be allocated to the first legal reserve (donations described below made within the relevantfiscal year will be included in the gross amount of distributable profit when calculating the first legal reserve);• a first dividend is paid to shareholders in the amount specified by the CMB (donations described below madewithin the relevant fiscal year will be included in the gross amount of distributable profit when calculating the firstdividend);

• the remainder of the net profit may be (i) distributed in full or in part to the shareholders as a second dividend, or(ii) set aside as extraordinary reserves pursuant to a resolution of the general meeting of shareholders; and• 10% of the amount of dividends paid to shareholders after deducting 5% of our paid-in capital must be set aside asa second reserve.The calculation of reserves described above are performed using statutory financial statements prepared according tothe Turkish Commercial Code and Turkish tax legislation, which may differ from our IFRS accounts significantly due todifferent depreciation, expense and revenue, and foreign exchange gain and loss recognition standards and consolidationrequirements. When we become a public company, calculation of dividends will be based on the financial statements prepared inaccordance with CMB Principles. See "Presentation of Financial and Other Information—Financial Statements."The CMB requires the distribution of a minimum of 30% of distributable profit as reported in the financial statementsprepared in accordance with CMB Principles as the first dividend (described in the second bullet point above) either in cash or asbonus shares or as a combination of both for public companies. This requirement did not affect our dividend distribution withrespect to 2005 because we were not a public company in 2005. However, if the CMB imposes similar requirements withrespect to 2006, we will be required to distribute with respect to 2006 at least 30% of our distributable profit as the first dividend.The CMB may, from time to time, change the amount of dividends required to be distributed by public companies.Pursuant to the Turkish Capital Markets Law, public companies may distribute interim dividends in accordance withthe following criteria:• interim dividends must be based on quarterly audited financial statements prepared in accordance with the TurkishTaxation Code;• interim dividends cannot exceed 50% of the net profits for the relevant interim period;• the aggregate amount of interim dividends in one fiscal year cannot exceed the lesser of (x) 50% of distributableprofits for the previous fiscal year, or (y) the extraordinary reserves approved by the general assembly ofshareholders;• any interim dividends previously paid must be deducted from any subsequent interim dividend payments withinthe same fiscal year;• the articles of association of the company must permit the distribution of interim dividends and the generalmeeting of shareholders must authorize the board of directors to declare such distributions for each year that theywish to have interim dividend distributions; and• holders of privileged classes of shares and any non-shareholders entitled to receive dividends are not allowed toreceive interim dividends.Currently, our articles of association allow us to distribute interim dividend payments to our shareholders.Under Turkish law, the statute of limitations in respect of annual or interim dividend payments is a period of five yearsfollowing the date of the general assembly meeting of shareholders approving the distribution, after which time uncollecteddividends are transferred to the Government.Dividends have historically been payable on our shares. The following table shows the aggregate amounts paid toholders of our shares in each of the past five fiscal years and to date in 2006. Dividends paid historically are not necessarilyrepresentative of dividends to be paid in the future.Year Dividend Paid (1) :Aggregate HistoricAmounts (2)Historic AmountsPer ShareAggregate RestatedAmounts (3)Restated AmountsPer Share(in thousands of YTL) (YTL) (in thousands of YTL) (YTL)2001........................................ 6,838 0.000229 18,037 0.0006032002........................................ — — — —2003........................................ 14,388 0.00064 17,057 0.000762004........................................ 35,000 0.00156 39,116 0.001752005........................................ 78,390 0.00314 79,644 0.00319

2006........................................ 50,000 0.00200 50,000 0.00200(1) Dividends are paid in respect of prior financial years.(2) Represents amount paid.(3) Represents amount as adjusted for inflation for reporting in our consolidated financial statements.Historically, CCI has had relatively low levels of distributable income in its statutory books. Consequently, ourdividend policy from 1999 until 2003 was to pay dividends amounting to 100% of the distributable amount. Before 1999, ourpolicy was to reinvest distributable amounts in our business. With respect to 2003 and 2004, our distributable income was moresignificant, and we paid dividends in 2004 and 2005 amounting to 76.4% and 100% of the amount available for distribution,respectively based on our review of peer group dividends in 2004.It is the policy of our board of directors to propose to our shareholders to distribute 50% of our distributable profitsevery year provided that such practice is in compliance with the CMB regulations and does not conflict with our investment andfunding needs for the relevant period.The timing and amount of any future dividend payments will depend on our existing and future financial condition,results of operations, liquidity needs and other matters that we may consider relevant from time to time, including, withoutlimitation, capital expenditures, the market conditions in which we operate and equity market conditions.Regardless of its class, each of our shares entitles its holder to the same amount of dividend.We are subject to certain limitations with respect to distribution of dividends pursuant to a loan facility which isscheduled to mature on December 23, 2006. See "Management's Discussion and Analysis of Financial Condition and Results ofOperations—Future Liquidity, Financing Arrangements and Commitments—Borrowings and Capital Funding."To the extent we declare dividends in the future, we will pay those dividends solely in New Turkish Lira. Becauseexchange rates between the New Turkish Lira and the U.S. dollar fluctuate continuously, a holder of our Class C Shares will beexposed to currency fluctuations generally and particularly between the date on which dividends are declared and the date onwhich dividends are paid. Under current Turkish regulations, any dividends or other distributions paid in respect of the Class CShares will be subject to withholding taxes and the Turkish state fund levy. See "Taxation—The Republic of Turkey."EXCHANGE RATESThe Federal Reserve Bank of New York does not report a noon buying rate for the New Turkish Lira. For theconvenience of the reader, this offering memorandum presents unaudited translations of certain New Turkish Lira amounts intoU.S. dollars at the official New Turkish Lira bid rate announced by the Central Bank of the Republic of Turkey (the "CentralBank exchange rate"). Unless otherwise stated, any balance sheet data in the consolidated financial statements included in thisoffering memorandum have been translated from U.S. dollars into New Turkish Lira using the Central Bank exchange rate onthe date of such balance sheet for monetary assets and liabilities and at historical rates for non-monetary assets and liabilities.Any income statement data in the consolidated financial statements have been translated from U.S. dollars into New TurkishLira using average exchange rates during the relevant period. Unless otherwise indicated, the Central Bank exchange rate used inthis offering memorandum is the Central Bank exchange rate in respect of the date of the financial information being referred to.We make no representation that the New Turkish Lira or the U.S. dollar amounts in this offering memorandum could have beenor could be converted into U.S. dollars or New Turkish Lira, as the case may be, at any particular rate.Exchange rates for the Turkish Lira and New Turkish Lira have historically been and continue to be highly volatile.Although until February 2001 it was a stated policy of the Central Bank of the Republic of Turkey to devalue the New TurkishLira in line with the domestic inflation rate, the Central Bank of the Republic of Turkey has since adopted a floating exchangerate policy resulting in increased volatility in the value of the New Turkish Lira. The annual inflation rates in Turkey asmeasured by the percentage changes in the Turkish consumer price index for 2001, 2002, 2003, 2004 and 2005 were 54.4%,45.0%, 25.3%, 8.6% and 8.2%, respectively. The U.S. dollar increased against the New Turkish Lira at an average rate of 96.5%and 22.9% in 2001 and 2002, respectively, and decreased against the New Turkish Lira at an average rate of 0.8%, 4.7% and5.7% in 2003, 2004 and 2005, respectively.

In February 2005, the SIS substituted the previous 1994 based CPI index with a new index based on 2003 prices andwith new sector weights. With the introduction of the new CPI, the SIS also disseminated historical data from January 2003according to the new index.The following table sets forth the high, low, period average and period end Central Bank of the Republic of Turkeyexchange rates expressed as the number of Turkish Lira or New Turkish Lira per U.S. dollar, for the periods indicated:Year Ended December 31,High Low Period Average (1) Period End (2)2001....................................................................................... 1,636,942 663,739 1,246,802 1,439,5672002....................................................................................... 1,688,410 1,286,543 1,517,018 1,634,5012003....................................................................................... 1,746,390 1,348,023 1,495,297 1,395,8352004....................................................................................... 1,550,710 1,301,340 1,422,378 1,342,1002005 (3) .................................................................................... 1.4000 1.2541 1.3406 1.34182006 (through May 4, 2006) (3) .............................................. 1.3562 1.2964 1.3263 1.3104(1) Represents the average of the monthly Central Bank exchange rates for the relevant period. Averages were computedby using the average of the Central Bank exchange rates on the last business day of each month during the relevant period.(2) Represents the Central Bank exchange rates on the last business day for the relevant period.(3) Exchange rates expressed in YTL.

The following table sets forth the high and low Central Bank exchange rates expressed as the number of New TurkishLira per U.S. dollar, for each of the periods indicated:Month: High LowOctober 2005........................................................................................................................................................ 1.3649 1.3368November 2005.................................................................................................................................................... 1.3644 1.3433December 2005 .................................................................................................................................................... 1.3527 1.3370January 2006 ........................................................................................................................................................ 1.3441 1.3156February 2006 ...................................................................................................................................................... 1.3322 1.3060March 2006 .......................................................................................................................................................... 1.3562 1.2964April 2006 ............................................................................................................................................................ 1.3440 1.3168The YTL/U.S. dollar exchange rate in effect on May 4, 2006 was YTL1.3104 = $1.00.Pursuant to Law No. 5083 on the Currency of the Republic of Turkey, with effect from January 1, 2005, the currencyof Turkey was redenominated, with one million New Turkish Lira being converted into a new unit of currency known as the"New Turkish Lira." The smallest unit of currency is now the "New Kuruş," which represents one hundredth of a New TurkishLira.CAPITALIZATIONThe following table sets forth our capitalization as of December 31, 2005, both on an actual basis and as adjusted toreflect the proceeds to our subsidiary CCSD from the sale of Class C Shares offered in this offering, after deductingunderwriting discounts and commissions and CCSD's pro rata share of the estimated offering expenses. You should read thistable in conjunction with "Selected CCI Consolidated Financial and Operating Data," "Management's Discussion and Analysisof Financial Condition and Results of Operations" and our IFRS Financial Statements and the related notes thereto includedelsewhere in this offering memorandum.As of December 31, 2005Actual As Adjusted(in thousands of YTL)Debt:Short-term debt:Bank indebtedness ............................................................................................................................. 320,498 320,498Private Placement Trust Certificates ................................................................................................. 9,576 9,576Capital lease obligations .................................................................................................................... 1,231 1,231Total short-term debt ......................................................................................................................... 331,305 331,305Long-term debt:Bank indebtedness ............................................................................................................................. 8,722 8,722Private Placement Trust Certificates ................................................................................................. — —Capital lease obligations .................................................................................................................... — —Total long-term debt .......................................................................................................................... 8,722 8,722Total debt ........................................................................................................................................... 340,027 340,027Shareholders' Equity:Issued capital...................................................................................................................................... 250,752 250,752Share premium................................................................................................................................... 169,882 189,613Treasury shares .................................................................................................................................. (58,556) —Legal reserves and accumulated profits ............................................................................................ 316,921 316,921Total shareholders' equity.................................................................................................................. 678,999 757,286Total capitalization............................................................................................................................. 1,019,026 1,097,313Class C Shares held by CCSD are being offered as part of this offering. Because CCSD is our subsidiary, these Class CShares are considered to be treasury shares. The net proceeds received by CCSD in connection with the sale of its Class CShares (YTL87.1 million) will be recognized directly in Shareholder's equity and will not be reflected in the income statement.The difference between the net proceeds from such sale and the book value of such treasury shares (YTL58.6 million), net of30% corporate tax (YTL19.7 million), will be credited to Share premium. Corporate tax will be computed based on the bookvalue of treasury shares as recorded in our statutory books (YTL57.8 million). The book value of such treasury shares in the

statutory books is slightly lower than the value recorded in the IFRS Financial Statements due to the application of inflationaccounting in the IFRS Financial Statements in accordance with IAS 29.Between December 31, 2005 and April 14, 2006, our short-term debt decreased by YTL3.5 million, short-term capitallease obligations decreased by YTL0.7 million and our long-term debt increased by YTL161.3 million. Except for these changesin short-term and long-term debt, there has been no material change in our capitalization since December 31, 2005.SELECTED CCI CONSOLIDATED FINANCIAL AND OPERATING DATAThe following table presents the selected consolidated financial data of CCI as of and for the years ended December 31,2003, 2004 and 2005.The consolidated statements of income data and the consolidated statements of cash flows data for the years endedDecember 31, 2003, 2004 and 2005, as well as the consolidated balance sheet data as of December 31, 2003 and 2004, havebeen extracted from our IFRS Financial Statements that are included elsewhere in this offering memorandum.Our IFRS Financial Statements have been restated for the changes in the general purchasing power of the New TurkishLira as of December 31, 2005 based on IAS 29, "Financial Reporting in Hyperinflationary Economies." IAS 29 requires thatfinancial statements prepared in the currency of a hyperinflationary economy be stated in terms of the measuring unit current atthe date of the most recently presented balance sheet, which for the purposes of this document is December 31, 2005, and thatcorresponding figures for previous periods be restated in the same terms. The restatement was calculated by means ofconversion factors derived from the Turkish countrywide wholesale price index published by the SIS. See Note 2 to our IFRSFinancial Statements. Effective from January 1, 2006, IAS 29 will no longer be applied in our financial statements prepared inaccordance with IFRS.We acquired Efes Invest on November 14, 2005. Efes Invest acquired CC Jordan on December 29, 2005. Ourconsolidated balance sheet as of December 31, 2005 reflects these acquisitions. Our consolidated income statement for the yearended December 31, 2005 reflects the acquisition of Efes Invest from November 15, 2005.We define EBITDA as profit from operations plus depreciation and amortization (included in cost of sales, distribution,selling and marketing expenses and general and administration expenses), impairment loss on property, plant and equipment,retirement and vacation pay and gain (loss) on disposal of fixed assets. EBITDA serves as an additional indicator of ouroperating performance and not as a replacement for measures such as cash flows from operating activities and profit fromoperations as defined and required under IFRS. We believe that EBITDA is useful to investors as a measure of operatingperformance because it reflects our underlying operating cash costs. In addition, we believe EBITDA is a measure commonlyused by analysts and investors in our industry. Accordingly, we have disclosed this information to permit a more completeanalysis of our operating performance. EBITDA, as we calculate it, may not be comparable to similarly titled measures reportedby other companies.You should read the following information in conjunction with "Management's Discussion and Analysis of FinancialCondition and Results of Operations" and the IFRS Financial Statements and the related notes included elsewhere in thisoffering memorandum.Year Ended December 31,2005 2004 2003(audited)(in thousands of YTL, except unit case sales volume and share data)Income Statement Data:Net sales .................................................................................... 1,190,399 1,079,356 923,732Cost of sales .............................................................................. (821,987) (783,910) (663,700)Gross profit.............................................................................. 368,412 295,446 260,032Distribution, selling and marketing expenses .......................... (210,018) (183,242) (157,229)General and administration expenses....................................... (40,932) (40,841) (40,313)Other operating income (expense)............................................ (840) 3,083 (8,913)Profit from operations............................................................ 116,622 74,446 53,577Financial (expense) income, net ............................................... (8,089) (6,294) 25,226Other (expense) income, net..................................................... 4,727 (12,333) 4,003Monetary gain (loss) ................................................................. (6,829) 18,277 18,481Profit before tax ...................................................................... 106,431 74,096 101,287

Current....................................................................................... (22,497) (27,398) (24,808)Deferred..................................................................................... (4,286) (22,999) 38,543Income tax................................................................................ (26,783) (50,397) 13,735Minority interest ..................................................................... (768) — —Net income ............................................................................... 78,880 23,699 115,022Other Operating Data:Unit case sales volume (in thousands) (unaudited).................. 317,590 275,422 222,075EBITDA (unaudited) ................................................................ 193,464 148,253 145,521Reconciliation of Profit from Operations to EBITDA:Profit from operations............................................................... 116,622 74,446 53,577Depreciation and amortization.................................................. 72,670 72,884 75,231Retirement and vacation pay .................................................... 3,332 4,006 7,800Impairment loss on property, plant and equipment.................. 3,111 2,330 10,915Gain (loss) on disposal of fixed assets ..................................... (2,271) (5,413) (2,002)EBITDA (unaudited) ................................................................ 193,464 148,253 145,521Share and Per Share Data:Weighted average ordinary shares outstanding........................ 22,649,439,955 22,368,152,900 22,368,152,900Basic and diluted net income per weighted average ordinaryshare ....................................................................................... 0.0034 0.0011 0.0051Cash dividends declared per ordinary share............................. 0.0032 0.0018 0.0008Cash Flow Data:Net cash provided by operating activities ................................ 146,105 70,076 147,371Net cash provided by (used in) investing activities ................. (421,777) 10,936 (88,301)Net cash (used in) provided by financing activities................. 284,733 (120,181) (130,758)

2005 2004 2003(audited)(in thousands of YTL)As of December 31,Balance Sheet Data:Current Assets:Cash and cash equivalents ........................................................ 44,136 45,764 61,108Trade receivables ...................................................................... 121,424 88,516 78,754Investments in securities........................................................... 4,415 1,140 46,647Inventories................................................................................. 103,985 90,570 97,252Prepayments and other current assets....................................... 21,280 8,355 8,467Prepaid income taxes ................................................................ 20,737 6,691 98Total current assets................................................................. 315,977 241,036 292,326Investment in associate ............................................................. 2,643 — —Property, plant and equipment.................................................. 613,753 481,084 518,437Intangible assets........................................................................ 286,562 2,495 4,127Prepayments and other non-current assets ............................... 15,261 16,423 14,635Deferred tax asset...................................................................... — — 9,364Total assets............................................................................... 1,234,196 741,038 838,889Current Liabilities:Short-term borrowings.............................................................. 320,498 49,506 118,557Current portion of long-term borrowings................................. 10,807 15,158 24,775Trade and other payables.......................................................... 107,693 69,348 61,868Income tax payable ................................................................... 9,057 11,396 16,384Provisions.................................................................................. 3,017 3,243 2,308Total current liabilities........................................................... 451,072 148,651 223,892Long-term borrowings 8,722 10,874 30,632Deferred tax liability................................................................. 23,903 24,372 12,719Provisions.................................................................................. 17,153 14,440 13,528Equity:Issued capital............................................................................. 250,752 224,889 224,889Share premium.......................................................................... 169,882 — —Treasury shares ......................................................................... (58,556) — —Legal reserves and retained earnings........................................ 316,921 317,812 333,229Minority interest........................................................................ 54,347 — —Total equity ............................................................................... 733,346 542,701 558,118Total liabilities and equity...................................................... 1,234,196 741,038 838,889UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATIONThe following unaudited pro forma consolidated financial information has been derived by the application of pro formaadjustments to our consolidated income statements for the year ended December 31, 2005, which was prepared in accordancewith IFRS.The unaudited pro forma consolidated financial information gives effect to the following transactions as if they hadoccurred on January 1, 2005: (i) the acquisition by CCI of 87.63% of Efes Invest; and (ii) the incurrence of debt in connectionwith such acquisitions.We believe that the assumptions used provide a reasonable basis for presenting the significant effects directlyattributable to the acquisitions noted above. The unaudited pro forma consolidated financial information is provided forillustrative purposes only and, because of its nature, addresses a hypothetical situation. It does not purport to represent what ourresults of operations or financial position would actually have been if these transactions had in fact occurred on such dates and isnot necessarily indicative of our future financial position or results of operations. This information should be read in connectionwith, and is qualified by reference to the information contained in "Management's Discussion and Analysis of FinancialCondition and Results of Operations" and the consolidated financial statements of CCI and Efes Invest and related notesincluded elsewhere in this offering memorandum.Unaudited Pro Forma Consolidated Income Statement for the Year Ended December 31, 2005

CCI (a)Dec. 31, 2005EfesInvest (a)(b)Dec. 31, 2005Efes Invest 45 daysendedDec. 31, 2005 (c)Pro FormaCombined EfesInvest and CCIDec. 31, 2005Adjustments(in millions of YTL)Net sales ............................... 1,190.4 159.7 (19.0) 1,330.1Cost of sales ......................... (822.0) (104.1) 12.6 (913.5)Gross Profit......................... 368.4 55.6 (6.4) 417.6Selling, distribution andmarketing expense ............ (210.0) (18.1) 2.4 (225.7)General and administrativeexpense.............................. (40.9) (12.7) 1.9 (51.7)Other operational income(expense) ........................... (0.8) 0.0 0.0 (0.8)Profit From Operations..... 116.6 24.8 (2.1) 139.3Financial (expense) income.(8.1) (1.3) 0.1 (10.9) (d) (20.2)Other income (expense)....... 4.7 10.8 (7.3) 8.3Monetary gain ...................... 6.8 1.4 (5.4)Income Before Taxes ......... 106.4 35.7 (9.3) 121.9Tax charge net...................... (26.8) (6.9) 2.2 (31.5)Net Income.......................... 79.6 28.8 (7.1) 90.4Minority Interest................Equity holders of theparent ...............................(0.8)78.9(1.9)26.9(0.1)(7.2)(2.4) (e) (5.2)85.2Profit From Operations..... 116.6 24.8 (2.1) 139.3Depreciation andamortization ...................... 72.7 8.1 (0.9) 79.8Other operating(income)/expense .............. 0.8 0.0 0.0 0.8Retirement and vacation pay 3.3 0.0 (0.0)EBITDA ................................ 193.5 32.9 (3.0) 223.3(a) The consolidated income statements of CCI and Efes Invest for the year ended December 31, 2005 have been derivedfrom their respective audited consolidated financial statements for the year ended December 31, 2005 of the respective entitiesincluded elsewhere in this offering memorandum.(b) The income statement of Efes Invest is prepared in U.S. dollars. For purposes of preparing the unaudited pro formaconsolidated financial information, the U.S. dollar amounts have been converted into New Turkish Lira using the average ratefor 2005 (YTL1.3404 = $1.00).(c) Reflects the elimination of the results of Efes Invest for the 45 days beginning November 15, 2005 and endingDecember 31, 2005 as these results are included in the consolidated income statement of CCI. The income statementinformation of Efes Invest for the 45 days beginning November 15, 2005 and ending December 31, 2005 has been derived fromits unaudited income statement for the related period.(d) CCI paid YTL331.2 million for 87.63% of Efes Invest. The purchase of Efes Invest was financed as follows:(i) YTL196.0 million through a share capital increase; (ii) YTL125.5 million through bank borrowings (a dollar denominatedfacility of $60.0 million and a YTL denominated facility of YTL45.0 million); and (iii) the YTL9.7 million from cash fromoperations. The dollar denominated borrowings incur interest at an annual rate of LIBOR plus 0.45% and the YTL denominatedborrowings incur interest at an annual rate of 14.8%. Assuming the debt was incurred as of January 1, 2005, the additionalaccrued interest expense on these loans for the period between January 1, 2005 and November 14, 2005 is reflected as financial(expense).(e) Minority interest in the unaudited pro forma consolidated income statement for the year ended December 31, 2005 wascomputed based on a minority share ownership of 12.37% of Efes Invest for the period.2005Efes Invest net income, for the period between January 1, 2005 and November 14, 2005 (attributable to the equityholders of CCI) (in millions of YTL)................................................................................................................................ 19.7

Minority share ownership..................................................................................................................................................... 12.37%Minority interest in net income of Efes Invest (in millions of YTL) .................................................................................. 2.4MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONSYou should read the following discussion of our financial condition and results of operations in conjunction with ourIFRS Financial Statements and the related notes contained elsewhere in this offering memorandum. For a description of certainsignificant differences between IFRS and U.S. GAAP, see Annex A to this offering memorandum. This discussion containsforward-looking statements that involve risks and uncertainties, including those discussed in "Risk Factors" and elsewhere inthis offering memorandum.Overview of Our BusinessWe are a leading bottler and distributor of CSDs and NCBs with operations in Southern Eurasia (which we define asTurkey, the Caucasus and Central Asia) and the Middle East. Our business consists of producing, selling and distributingalcohol-free beverages, primarily brands of The Coca-Cola Company, in Turkey, Kazakhstan, Azerbaijan, Jordan andKyrgyzstan. We also have a 28.9% interest in the Coca-Cola bottler in Turkmenistan.We offer a wide range of beverages, including CSDs as well as an expanding selection of NCBs (a category thatincludes juices, waters, sports drinks, energy drinks, iced tea and iced coffee) in selected markets. The core brands that we sell inall of our markets are Coca-Cola, Coca-Cola light, Fanta and Sprite. Although CSDs continue to represent a high proportion ofour sales volume, our NCB sales have grown as we continue to expand our offering. In 2003, 2004 and 2005, CSDs represented82.7%, 83.8% and 84.9%, respectively, and NCBs represented 17.3%, 16.2% and 15.1%, respectively, of our total unit casesales volume in Turkey. On a pro forma basis, in 2003, 2004 and 2005, CSDs represented 84.3%, 85.1% and 85.2%,respectively, and NCBs represented 15.7%, 14.9% and 14.8%, respectively, of our total unit case sales volume in all of themarkets in which we now operate.Recent DevelopmentsAcquisition of Shares by CCSDIn April 2005, E. Özgörkey İçecek Yatırımı A.Ş. sold its interest in CCI to Anadolu Efes and CCSD in equal parts. Asa result, CCSD acquired 1,253,354,597.5 Class C Shares for YTL58.6 million, which was financed through borrowings.Recent AcquisitionsWe expanded our bottling operations beyond Turkey with the acquisition from Anadolu Efes of a 51.87% interest inEfes Invest on November 14, 2005 for consideration of YTL196.0 million. Subsequent to the acquisition, we extended amandatory call to all remaining shareholders in accordance with CMB requirements. As a result of the mandatory call, weacquired an additional 35.76% of the shares of Efes Invest for aggregate consideration of YTL135.2 million, increasing our totalinterest in Efes Invest to 87.63%. The purchase of Efes Invest was financed as follows: (i) YTL196.0 million through a sharecapital increase in which Anadolu Efes was the sole participant; (ii) YTL125.5 million through bank borrowings; and(iii) YTL9.7 million through cash from operations.On December 29, 2005, our subsidiary Efes Invest Holland B.V. acquired from an indirect wholly owned subsidiary ofThe Coca-Cola Company a 90.0% interest in CC Jordan for approximately $6.4 million (YTL8.7 million). The purchase ofCC Jordan was financed through borrowings. The remaining 10.0% of the shares of CC Jordan are held by an indirect whollyowned subsidiary of The Coca-Cola Company.The acquisitions of Efes Invest and CC Jordan were accounted for using the purchase method of accounting inaccordance with IFRS 3, "Business Combinations." The aggregate purchase price of such acquisitions was allocated to thetangible and intangible assets acquired and liabilities assumed based upon their respective fair values as of the time eachacquisition was consummated. The excess of the purchase price over the historical cost basis of the net assets acquired("goodwill") was allocated based upon appraisals of the fair market value and useful lives of the acquired fixed assets andliabilities.The results of Efes Invest and CC Jordan are not included in our IFRS Financial Statements as of and for the yearsended December 31, 2003 and 2004. Our consolidated balance sheet as of December 31, 2005 reflects the acquisitions of Efes

Invest and CC Jordan. Our consolidated income statement for the year ended December 31, 2005 reflects the acquisition of EfesInvest from November 15, 2005.In 2005, on a consolidated basis, we sold 317.6 million unit cases of CSDs and NCBs (including 5.6 million unit casessold by Efes Invest from November 15, 2005), resulting in net sales of YTL1,190.4 million, net income of YTL79.6 million andEBITDA of YTL193.5 million. For a description of how we calculate EBITDA and a reconciliation of profit from operations toEBITDA, see "Selected CCI Consolidated Financial and Operating Data."In 2005, on a pro forma basis, we sold 361.3 million unit cases of CSDs and NCBs in all of our markets, resulting innet sales of YTL1,330.1 million, net income of YTL90.4 million and EBITDA of YTL223.3 million. See "Unaudited Pro FormaConsolidated Financial Information."In March 2006, we purchased for cash consideration of approximately $8 million (YTL10.6 million), subject topost-closing adjustments, Mahmudiye Kaynak Suyu Ambalaj İşletmecilişi Ambalaj Sanayi ve Ticaret Ltd. Şti., a private naturalsource water company which holds the exclusive extraction rights to a natural water source. This acquisition was financed usingcash from operations.Functional Currency and Basis for Financial ReportingOur functional currency is the New Turkish Lira, and we prepare our financial results in accordance with IFRS. In priorperiods, because our financial results were consolidated with the results of The Coca-Cola Company, we established ouraccounting system in accordance with U.S. GAAP. We continued reporting our financial results in U.S. dollars after our resultswere no longer consolidated with those of The Coca-Cola Company; this was due in part to the fact that Turkey has historicallyexperienced high inflation and devaluation, which made the interpretation of financial results in Turkish Lira difficult. The NewTurkish Lira has experienced relative stability in recent periods. In 2005, we converted our internal reporting systems to NewTurkish Lira.We also prepare financial statements in accordance with the requirements of Turkish law and the accounting principlesof the CMB. In 2007, we may determine to use CMB Principles as our sole basis for reporting and we may discontinue reportingin accordance with IFRS, as the differences between the two sets of accounting principles have become less significant. See"Presentation of Financial and Other Information—Financial Statements."Application of IAS 29Our consolidated financial statements have been restated for the changes in the general purchasing power of the NewTurkish Lira as of December 31, 2005 based on IAS 29, "Financial Reporting in Hyperinflationary Economies." IAS 29 requiresthat financial statements prepared in the currency of a hyperinflationary economy such as Turkey's be stated in terms of themeasuring unit current at the balance sheet date, and that corresponding figures for previous periods be restated in the sameterms. The restatement was calculated by means of conversion factors derived from the Turkish countrywide wholesale priceindex ("WPI") published by the SIS.Pursuant to IAS 29, non-monetary items in the consolidated financial statements, including income and expense itemsattributable thereto, are restated on a monthly basis pursuant to the WPI. In accordance with IAS 29, all fixed-asset investments,other investments, intangible assets, shareholders' equity and related income and expense items in the consolidated financialstatements have been restated on the basis of changes in the WPI from the WPI published in respect of the month of the relevanttransactions to the WPI published in respect of the restatement date, December 31, 2005.Within hyper-inflationary economies, holding local currency monetary assets in excess of monetary liabilities results ina loss, since the real value of the monetary assets decreases in line with the inflation rate. Conversely, if monetary liabilitiesexceed monetary assets, a gain results as the real value of such liabilities decreases. The gain or loss is defined as a "loss/gain onnet monetary position" and is one of the major items in inflation-adjusted financial statements.IAS 29 also requires that the loss or gain on our net monetary position be included in our restated net profit (loss). Netmonetary position is defined as monetary assets less monetary liabilities. Since the amounts included in the net monetaryposition are stated in nominal money units, they need not be restated, whereas the other financial statement items are restated asdescribed below.Restatement of balance sheet and income statement items through the use of a general price index and relevantconversion factors does not necessarily mean that we could realize or settle the same values of assets and liabilities as indicated

on the consolidated balance sheets. Similarly, it does not necessarily mean that we could return or settle the same values ofequity to our shareholders. For a more detailed discussion of the application of IAS 29 in our consolidated financial statements,see Note 2 to the IFRS Financial Statements.The WPI and conversion factors that are used in the presentation of our financial statements in the equivalentpurchasing power of New Turkish Lira as of December 31, 2005 and for the preceding three financial years are given below:WPI Conversion FactorDecember 31, 2005........................................................................................................................ 8,786 1.000December 31, 2004........................................................................................................................ 8,404 1.045December 31, 2003........................................................................................................................ 7,382 1.190December 31, 2002........................................................................................................................ 6,479 1.356Effective from January 1, 2006, IAS 29 will no longer be applied in our financial statements prepared in accordancewith IFRS.Key Performance IndicatorsOur management focuses primarily on gross profit, gross profit margin, profit from operations, net income, EBITDAand EBITDA margin as key measures to evaluate our performance.We define EBITDA as profit from operations plus depreciation and amortization (included in cost of sales, distribution,selling and marketing expenses and general and administration expenses), impairment loss on property, plant and equipment,retirement and vacation pay and gain (loss) on disposal of fixed assets. EBITDA serves as an additional indicator of ouroperating performance and not as a replacement for measures such as cash flows from operating activities and profit fromoperations as defined and required under IFRS. We believe that EBITDA is useful to investors as a measure of operatingperformance because it reflects our underlying operating cash costs. In addition, we believe EBITDA is a measure commonlyused by analysts and investors in our industry. Accordingly, we have disclosed this information to permit a more completeanalysis of our operating performance. EBITDA, as we calculate it, may not be comparable to similarly titled measures reportedby other companies. For a reconciliation of EBITDA to profit from operations, see "Selected CCI Consolidated Financial andOperating Data."Principal Factors Affecting Our Results of OperationsOur Relationship with The Coca-Cola CompanyGeneral. We are a producer, distributor and seller primarily of products of The Coca-Cola Company. The Coca-ColaCompany controls the global product development and marketing of its brands. The Coca-Cola Company's ability to performthese functions successfully has a direct effect on our sales volume and results of operations. We produce the beverages of TheCoca-Cola Company, engage in local marketing and promotional activities, establish business relationships with localcustomers, develop local distribution channels and distribute the products of The Coca-Cola Company to customers eitherdirectly or indirectly through independent distributors. Our business relationship with The Coca-Cola Company is mainlygoverned by a bottler's agreement entered into between The Coca-Cola Company and us with respect to each country in whichwe operate. You should read "Principal Shareholders and Related Party Transactions—Our Relationship with The Coca-ColaCompany" for additional information on our relationship with The Coca-Cola Company and a detailed description of the termsof the bottler's agreements.Purchase of Concentrate. Expenditure for concentrate constitutes our largest individual raw material cost. Under thebottler's agreement for each of our markets, we are required to purchase concentrate for all beverages of The Coca-ColaCompany from companies designated by The Coca-Cola Company. The Coca-Cola Company is entitled under the bottler'sagreement to determine, in its sole discretion, the price we pay for concentrate.Historically, The Coca-Cola Company has determined concentrate prices after discussions with us in order to reflectlocal trading conditions. Since 2002, The Coca-Cola Company has determined concentrate prices for most of our CSDs inTurkey by reference to a percentage of our monthly U.S. dollar net sales as calculated in accordance with U.S. GAAP, which hashad the effect of hedging these concentrate prices against possible devaluations of the Turkish Lira. Concentrate represented34.5%, 35.1% and 34.8% of our total cost of sales in 2003, 2004 and 2005, respectively. The cost of concentrate is reflected incost of sales in our consolidated income statement.

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

"Package mix" refers to the relative percentages of our sales volume comprising single-serve packages sold forimmediate consumption and multi-serve packages sold for future consumption. A favorable shift in package mix occurs whensales of our higher margin single-serve packages increase relative to sales of multi-serve packages, while an unfavorable shift inpackage mix occurs when our volume shifts toward more multi-serve packages that generate lower margins.In addition, sales of different products in our portfolio of beverages carry different margins, depending on the product.For example, sales of Coca-Cola tend to result in higher margins than sales of Turkuaz bottled water because the bottled watersegment in Turkey is highly fragmented and characterized by intense price competition. Therefore, our margins may fluctuatefrom year to year depending on the proportion of our sales volume represented by higher-margin and lower-margin beverages.Our strategy is aimed at ensuring that our higher-margin (mainly CSD) sales volume is not adversely affected by the selectivebroadening of our range of beverages and that lower-margin beverages are complementary to our core business.Cost of SalesCost of sales includes raw material costs, depreciation of production equipment and other assets related to production,as well as freight costs of raw materials, intra-company transportation of products, labor costs for production employees andmanufacturing costs.Raw material costs represented 85.6%, 88.3% and 88.2% of our total cost of sales in 2003, 2004 and 2005,respectively. Our major raw materials include concentrate, sweeteners, glass bottles, polycarbonate bottles (which are used inour HOD water business), cans, PET resin, caps and aseptic packages, as well as other packaging materials. See "Business—Production—Raw Materials and Purchasing Strategy."Of the total cost of sales in 2003, 2004 and 2005, depreciation expense amounted to 6.3%, 5.1%, and 4.9%,respectively.Distribution, Selling and Marketing ExpensesDistribution, selling and marketing expenses include:• distribution and selling expenses, which include the cost of our sales force, delivery truck drivers, forklift driversand warehouse employees, depreciation and maintenance of cold drink equipment, sales vehicles, delivery trucksand forklifts, as well as fees charged by third party shipping agents for the bulk deliveries made to distributors andlarge customers and gasoline expenses for the above mentioned vehicles; and• marketing and advertising expenses, net of reimbursements from the Coca-Cola Company, which include the costof advertising signs, novelties and various customer-focused marketing activities.The cost of employees and depreciation expenses are the two most significant components of distribution, selling andmarketing expenses. Of the total distribution, selling and marketing expenses in 2003, 2004 and 2005, employment costsamounted to 27.2%, 23.4% and 25.9%, respectively, and depreciation expense amounted to 17.3%, 14.4% and 13.0%,respectively.General and Administration ExpensesGeneral and administration expenses include employment costs relating to the finance, information technology, internalaudit, human resources, legal and general administration functions and the depreciation and maintenance of the buildings andvehicles used by certain employees in these functions, as well as consulting expenses. Employment costs constitute the mostsignificant component of general and administration expenses. Of the total general and administration expenses in 2003, 2004and 2005, employment costs amounted to 60.1%, 64.9% and 60.0%, respectively, and depreciation expense amounted to 12.5%,10.7% and 8.7%, respectively.SeasonalitySales of alcohol-free beverages are generally higher in all of our markets in the summer months of May to Septemberbecause of the warm weather and, in Turkey, the high levels of tourism typical of these periods. Historically, we haveexperienced the highest sales volume and profits in the second and third quarters, and the lowest sales volume and profits in thefirst and fourth quarters, of each year. In 2005, we realized 17.9% of our unit case sales volume in the first quarter, 28.2% in thesecond quarter, 33.0% in the third quarter and 20.9% in the fourth quarter. As a result, our cash flows vary widely between

quarters. Bad weather conditions, including unusually cold or rainy periods, in any of our markets or decreased levels of tourismin Turkey during the peak season could adversely affect sales volume, profit from operations and cash flow and could thereforehave a disproportionate impact on our operating results for the entire year.We also experience increased demand for our beverages during Ramadan, which is the holy month of fasting in theIslamic calendar. The dates of Ramadan are determined according to a lunar calendar, meaning that Ramadan generally occurs10 days earlier each year.Exchange RatesWe report our financial results in New Turkish Lira. We have foreign currency denominated revenues, expenses, assetsand liabilities. As a consequence, movements in exchange rates can affect our profitability, the comparability of our resultsbetween periods and the carrying value of our assets and liabilities.Our revenues are generated in the local currencies of the countries in which we operate. When we incur expenses thatare not denominated in the same currency as the related revenues, foreign exchange rate fluctuations could affect ourprofitability. Raw materials purchased in currencies such as the U.S. dollar can lead to higher cost of sales if those currenciesstrengthen against the local currencies in which revenues are generated, which, if not recovered through price increases, wouldlead, in turn, to a reduction in our gross profit margins. In 2003, 2004 and 2005, 44.7%, 46.1% and 45.0%, respectively, of ourpurchases of raw and packaging materials were denominated in U.S. dollars. As of December 31, 2005, the cost of all of ourconcentrate, which represented 39.5% of our raw material costs in 2005, was denominated in U.S. dollars. Since 2002, TheCoca-Cola Company has determined concentrate prices for most of our CSDs in Turkey by reference to a percentage of our U.S.dollar net sales as calculated in accordance with U.S. GAAP, which has had the effect of hedging these concentrate pricesagainst possible devaluations of the Turkish Lira. With respect to our international operations, The Coca-Cola Company has seta fixed price in U.S. dollars for concentrate and our expenses for PET resin, sugar, glass bottles and cans are denominated inU.S. dollars.In addition, even where revenues and expenses are matched, we must translate non-New Turkish Lira denominatedresults of operations, assets and liabilities into New Turkish Lira in our consolidated financial statements. To do so, balancesheet items are translated from their source currency into New Turkish Lira using fiscal year-end exchange rates and incomestatement and cash flow items are translated into New Turkish Lira using average exchange rates during the relevant period.Consequently, increases and decreases in the value of the New Turkish Lira versus the currencies used by our internationaloperations will affect our reported results of operations and the value of our assets and liabilities in our consolidated balancesheet, even if our results of operations or the value of those assets and liabilities has not changed in their original currency. Thesetranslations could significantly affect the comparability of our results between financial periods or result in significant changes tothe carrying value of our assets, liabilities and shareholders' equity.Impact of InflationExchange rates for the New Turkish Lira can be highly volatile. Although until February 2001 it was the stated policyof the Central Bank of the Republic of Turkey to devalue the Turkish Lira in line with inflation, in recent years the devaluationof the Turkish Lira has not been consistent with inflation rates. The annual inflation rates in Turkey as measured by the averagepercentage changes in the Turkish consumer price index for 2000, 2001, 2002, 2003, 2004 and 2005 were 64.9%, 54.9%, 54.4%,45.0%, 25.3%, 8.6% and 8.2%, respectively. Historically, we have been able to increase our local currency selling pricesapproximately in line with inflation in each of these years. See "Risk Factors—Risks Relating to Operating in Turkey—Thelevel of inflation in Turkey could adversely affect our business" and " —Application of IAS 29."TaxationUnder the Turkish Taxation Code, a company that has its head office or place of business in Turkey is subject to acorporate tax that is levied at a rate of 30% on the corporation's taxable income. During the fiscal years ended December 31,2001 and 2002, corporations were also obligated to make a mandatory contribution to the Turkish state funds equal to 10% ofcorporate taxes, resulting in an overall effective tax rate for these corporations of 33% for 2001 and 2002, compared to aneffective tax rate of 30% for fiscal 2003. For fiscal year 2004 only our statutory financial statements were required to be adjustedto account for the effects of inflation, but they continued to be prepared on an unconsolidated basis.In addition, the Turkish government offers investment incentives to companies that make certain qualifying capitalinvestments in Turkey. Prior to April 24, 2003, the total amount of qualifying capital investments was deducted from taxableincome and the remainder of taxable income, if any, was taxed at the corporate tax rate. A withholding tax of 19.8% was applied

to the total amount of qualifying capital investments. With effect from April 24, 2003, the investment incentives scheme wasamended such that companies are no longer subject to a withholding tax, but rather directly deduct 40% of qualifying capitalinvestments from their annual taxable income. In addition, corporations that had unused qualifying capital investment amountsfrom periods prior to April 24, 2003 were entitled to carry them forward and apply the 19.8% withholding tax to them in themanner described above.In accordance with the Turkish Taxation Code, CCI, CCSD and Efes Invest file separate tax returns. CCI appliedinvestment incentive certificates to its entire taxable income in 2001, 2002 and 2003 and, as a result, its tax rate based on itsstatutory financial statements in those years was 19.8%. As of December 31, 2004, CCI had remaining certificates in an amountof approximately YTL46.0 million, which is indexed annually based on the specific rates announced by the government. As ofDecember 31, 2005, CCI had utilized all of the investment incentive certificates under the old regime and had started utilizingthe investment incentive entitlements under the new regime. As of December 31, 2005, CCI had remaining entitlements in anamount of approximately YTL13.9 million. Remaining entitlements will continue to be applied against net income as reported inthe statutory financial statements of CCI until they have been fully utilized. CCI's tax rate based on its statutory financialstatements was 8.2% in 2005. CCSD applied all of its investment incentive entitlements under the new regime to part of itstaxable income in 2003. CCSD's tax rate based on its statutory financial statements was 26.9% in 2003, 28.7% in 2004 and25.3% in 2005. The lower than statutory rate in 2003, 2004 and 2005 was due to the utilization of all the investment taxincentives obtained after April 24, 2003 against CCSD's taxable income.We have traditionally benefited from certain Turkish corporate tax incentives, particularly incentives related to capitalinvestments. Under the draft corporate tax code (the "Draft Corporate Tax Code") that is expected to be implemented inMay 2006 with a retroactive effective date of January 1, 2006, the corporate tax rate in Turkey will be reduced from the currentrate of 30% to 20% but tax incentives for capital investments will no longer be available. The Draft Corporate Tax Code permitsus to elect to follow either the old or the new regime with respect to 2006. As a result, we may be able to use our remainingcapital investment incentives in 2006 if we have sufficient qualifying income; however, our overall effective tax rate in 2006 andthereafter may increase.The amount of income tax we incur is calculated based on the taxable income reported in our Turkish statutoryaccounts rather than on our IFRS income before tax. Accordingly, our IFRS income before tax may change without there beingany corresponding change in our IFRS income tax. If that happens, our effective tax rate for IFRS purposes will be affected.Tax Amnesty Law No. 4811, published on February 27, 2003, provided companies with the option of increasing theirtaxable income in exchange for the assurance of immunity from tax inspection and additional assessments for corporate incometaxes with respect to the years 1998 to 2001. CCI and CCSD availed themselves of this option and increased their total taxespayable with respect to the years 1998 to 2001 by YTL845, 694, of which YTL563,796 was paid in 2003 and the remainingamount was paid in July 2004.As of December 31, 2003, 2004 and 2005, Efes Invest had cumulative loss carryforwards of $5.3 million(YTL7.4 million), $20.5 million (YTL27.5 million) and $20.1 million (YTL27.0 million), respectively. Of the total amount as ofDecember 31, 2005, $16.8 million (YTL22.6 million) was available to offset gains. These losses can be carried forward for fiveyears from the date they were incurred.The loss carryforwards held by Efes Invest at the end of 2005 and which were available to offset gains expire asfollows:AmountExpiration(in millions of YTL)0.4............................................................................................................................................................. 20072.1............................................................................................................................................................. 200820.1............................................................................................................................................................ 2009Efes Invest availed itself of the tax amnesty described above and obtained immunity from tax examinations for theseyears. YTL0.1 million of additional corporate tax and VAT are being paid in installments to the local tax offices.CC Kazakhstan is subject to a corporate income tax of 30% on taxable profit as determined under the law ofKazakhstan. Companies are required to file profit tax declarations on a quarterly basis in advance. For the years endedDecember 31, 2003, 2004 and 2005, CC Kazakhstan paid corporate taxes amounting to $1.4 million (YTL2.0 million),$2.5 million (YTL3.4 million), and $0.6 million (YTL0.8 million), respectively.

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

Xpress in April 2005. These increases were offset in part by a decrease in sales of Frutia (a beverage line that was discontinuedin October 2005).Turkuaz bottled water sales volume increased by 1.1 million unit cases, or 7.3%, from 15.1 million unit cases in 2004to 16.2 million unit cases in 2005, primarily due to an overall increase in consumption of bottled water. Sales volume of bottledwater increased at a lower rate than the overall consumption increase in Turkey, however, due to decreased demand forprocessed water resulting from negative publicity regarding processed water as compared to source water. Turkuaz HOD salesdecreased by 0.9 million unit cases primarily as a result of the negative publicity regarding processed water.Net SalesRevenue is stated net of sales discounts and special consumption tax, listing fees and deductions relating tocontributions for marketing and promotions paid to customers. Listing fees are incentives provided to customers for carrying ourproducts in their stores. We believe that net sales, rather than gross sales, is relevant in evaluating our performance because thenet sales amount reflects the amount customers are willing to pay for our products. Net sales increased by YTL111.0 million, or10.3%, from YTL1,079.4 million in 2004 to YTL1,190.4 million in 2005. Of the increase, YTL19.0 million is attributable to theinclusion of Efes Invest's results from November 15, 2005. The remaining increase in net sales was principally the result of thesales volume increase, as well as increases in New Turkish Lira selling prices following a pricing strategy that includedincreased trade discounts and consumer promotions in anticipation of an increasingly competitive soft drink market in 2004,offset in part by the effect of the inflation adjustment.Net sales per unit case decreased by YTL0.17 from YTL3.92 in 2004 to YTL3.75 in 2005 period. The decrease ismainly due to the effect of inflation adjustments on the New Turkish Lira price increases, which was below the level of inflation.Cost of SalesOur cost of sales increased by YTL38.1 million, or 4.9%, from YTL783.9 million in 2004 to YTL822.0 million in2005. Of the increase, YTL12.6 million is attributable to the inclusion of Efes Invest's results from November 15, 2005. Theremaining increase was primarily due to the increased volume in 2005, as well as an increase in certain concentrate prices(calculated as a percentage of our monthly U.S. dollar net sales) and the cost of other raw materials, primarily HFCS and PETresin. In addition, the increase in single-serve packages, which have relatively higher cost per unit case, as a percentage of ourpackage mix, further contributed to the increase in cost of sales. These increases were offset in part by the effect of the inflationadjustment and the appreciation of the New Turkish Lira against the U.S. dollar, which reduced the New Turkish Lira cost ofraw materials purchased in U.S. dollars.Gross ProfitCost of sales per unit case decreased from YTL2.85 in 2004 to YTL2.59 in 2005.Gross profit increased by YTL73.0 million, or 24.7%, from YTL295.4 million in 2004 to YTL368.4 million in 2005 asa result of the factors discussed above. Of the total gross profit, YTL6.4 million is attributable to the inclusion of Efes Invest'sresults from November 15, 2005. Our gross profit margin increased from 27.4% in 2004 to 30.9% in 2005.Distribution, Selling and Marketing ExpensesDistribution, selling and marketing expenses increased by YTL26.8 million, or 14.6%, from YTL183.2 million in 2004to YTL210.0 million in 2005. Of the increase, YTL2.4 million is attributable to the inclusion of Efes Invest's results fromNovember 15, 2005.Selling and distribution expenses increased by YTL21.4 million, or 16.3%, from YTL131.4 million in 2004 toYTL152.8 million in 2005. Of the increase, YTL2.0 million is attributable to the inclusion of Efes Invest's results fromNovember 15, 2005. The increase was the result of an increase in transportation expenses largely due to the increase in salesvolume, as well as increased personnel headcount mainly resulting from the introduction of distributor advisors and therestructuring of our sales force in order to maintain and improve sales execution.Marketing and advertising expenses increased by YTL5.4 million, or 10.5%, from YTL51.8 million in 2004 toYTL57.2 million in 2005, Of the increase, YTL0.4 million is attributable to the inclusion of Efes Invest's results fromNovember 15, 2005. The increase was primarily attributable to increased marketing activities to improve immediateconsumption channel sales and relating to new product launches.

General and Administration ExpensesGeneral and administration expenses increased by YTL0.1 million, or 0.2%, from YTL40.8 million in 2004 toYTL40.9 million in 2005. Of the increase, YTL1.9 million is attributable to the inclusion of Efes Invest's results fromNovember 15, 2005. On a CCI standalone basis, general and administration expenses decreased by YTL1.8 million, or 4.4%,from YTL40.8 million in 2004 to YTL39.0 million in 2005. The decrease was primarily due to the effect of the inflationadjustment on salary increases that were slightly less than the inflation rate, and a reduction in headcount. In addition,depreciation expenses decreased due to full depreciation of vehicles and IT equipment partially offset by an increase in rentalexpenses for IT equipment and other IT expenses.Other Operating Income (Expense)Other operating income consists of gain on disposal of fixed assets. Other operating expense consists of impairmentlosses and loss on disposal of fixed assets. Other operating income (expense) was an income of YTL3.1 million in 2004 and anexpense of YTL0.8 million in 2005. No income or expense was attributable to the inclusion of Efes Invest's results fromNovember 15, 2005.We had impairment losses of YTL2.3 million and YTL3.1 million in 2004 and 2005, respectively. The loss in 2005was primarily attributable to the writedown of a PET blowing machine. The amount in 2004 includes the writedown of PETblowing machines and coolers, offset in part by the reversal of a previously accrued writedown as a result of the sale of refillablePET bottling equipment which had been written down.We had a gain on disposal of fixed assets of YTL5.4 million and YTL2.3 million in 2004 and 2005, respectively. Thegain in both years is primarily attributable to the sale of refillable PET production lines, cold drink equipment and vehicles.Profit from OperationsProfit from operations increased by YTL42.2 million from YTL74.4 million in 2004 to YTL116.6 million in 2005 as aresult of the factors discussed above. Of the increase, YTL2.1 million is attributable to the inclusion of Efes Invest's results fromNovember 15, 2005. As a percentage of net sales, profit from operations 2005 reached 9.8% compared to 6.9% in the 2004period.Financial (Expense) Income, NetFinancial (expense) income, net consists of interest income, interest expense and the net foreign exchange gain/(loss)incurred on the remeasurement of borrowings. Financial expense, net increased by YTL1.8 million, or 28.6%, fromYTL6.3 million in 2005 to YTL8.1 million in 2005.Interest income decreased by YTL2.5 million, or 45.5%, from YTL5.5 million in 2004 to YTL3.0 million in 2005. Thedecrease was a result of a decrease in both interest rates and amounts invested.Interest expense increased by YTL2.5 million, or 26.3%, from YTL9.5 million in 2004 to YTL12.0 million in 2005,due to higher debt balances in the 2005 period (including the incurrence of debt to finance the acquisition of our shares byCCSD, offset in part by decreased interest rates. Short-term borrowings (primarily with 12-month maturities, including thecurrent portion of long-term debt and short-term capital lease obligations) amounted to YTL64.7 million as of December 31,2004 and YTL331.3 million as of December 31, 2005. Long-term debt amounted to YTL10.9 million as of December 31, 2004and YTL8.7 million as of December 31, 2005.Foreign exchange loss amounted to YTL2.2 million in 2004 compared to a gain of YTL1.0 million in 2005. 2004included the foreign exchange loss resulting from the significant depreciation of the Turkish Lira against the U.S. dollar inMay 2004 at which time a significant portion of our U.S. dollar borrowings was repaid. In 2005, we incurred foreign exchangeincome due to the appreciation of the New Turkish Lira against the U.S. dollar as of December 31, 2005 compared to its value asof December 31, 2004.Other (Expense) Income, NetOther (expense) income, net includes non-recurring items such as a tax amnesty payment and public offering expensesand the foreign exchange gain incurred on the remeasurement of current receivables and payables balances.

We had net other expense of YTL12.3 million in 2004, compared to net other income of YTL4.7 million in 2005. In2004, the expense primarily included YTL7.3 million of expenses related to a proposed public offering and YTL5.9 million offoreign exchange losses on foreign currency denominated current assets and liabilities. These expenses were offset in part by again on the sale of scrap materials. In 2005, net other expense primarily included YTL7.7 million of negative goodwill resultingfrom the acquisition of CC Jordan by Efes Invest, an expense of YTL2.1 million due to the impairment of goodwill in EfesInvest, an expense of YTL1.5 million related to a proposed public offering and YTL0.9 million of foreign exchange losses onforeign currency denominated current assets and liabilities, offset in part by YTL1.5 million of gain on sale of scrap materials.Monetary GainIncome TaxIn 2005, monetary loss amounted to YTL6.8 million compared to monetary gain of YTL18.3 million in 2004.Income tax consists of corporate tax and deferred tax charge. Deferred tax is computed based on temporary differencesbetween the statutory books and the IFRS accounts.A corporate tax charge of YTL27.4 million, or 37.0% of pre-tax income under IFRS, was recorded for 2004, based onthe results in our Turkish statutory books. A corporate tax charge of YTL22.5 million, or 21.1% of pre-tax income under IFRS,was recorded based upon the results in our Turkish statutory books in 2005. The YTL4.9 million decrease in corporate taxcharge despite an improved operating result is due to the increase in the utilization of investment tax credits under the newregime (discussed under "—Principal Factors Affecting Our Results of Operations—Taxation") in 2005, which enabled us tooffset a greater proportion of our income using investment tax credits. Of the corporate tax charge in 2005, YTL0.5 millionrelates to the inclusion of Efes Invest's results from November 15, 2005. The decrease in the effective tax rate is attributable tothis use of tax credits in addition to the discontinuation of inflation accounting in our statutory books effective from January 1,2005, which resulted in lower corporate tax base in local books in 2005 compared to 2004.Deferred tax is computed based on temporary differences between the statutory books and IFRS books. Income taxesfor 2005 included deferred tax charge of YTL4.3 million compared to deferred tax charge of YTL23.0 million in 2004.YTL1.7 million of the 2005 deferred tax charge relates to Efes Invest. The lower deferred tax charges in 2005 versus 2004 aredue to the recognition in 2004 of one-off deferred tax charges resulting from a change in the Turkish Tax Code in 2004 to nolonger permit the indexing of capitalized foreign exchange losses to inflation, as was the case previously.Net ProfitNet profit increased to YTL79.6 million in 2005 from YTL23.7 million in 2004, as a result of the factors discussedabove. YTL6.3 million of net income is related to Efes Invest. As a percentage of net sales, net profit was 6.6% in 2005compared to 2.2% in 2004.EBITDAEBITDA increased by YTL45.2 million, or 30.4%, from YTL148.3 million in 2004 to YTL193.5 million in 2005. Ofthe increase, YTL3.0 million relates to the inclusion of Efes Invest's results. The remaining increase was attributable principallyto a YTL40.1 million increase in profit from Turkey operations discussed above, a YTL0.8 million increase in impairment lossesand a YTL3.1 million decrease in gain on sale of fixed assets, partially offset by a reduction in retirement and vacation pay. As apercentage of net sales, EBITDA was 16.3% in 2005 compared to 13.7% in 2004.Year Ended December 31, 2004 Compared to Year Ended December 31, 2003OverviewOur financial results in 2004 reflected a continuation of the return to volume and profitability growth that began in2003. The improved economic climate in Turkey in 2004 contributed to our improved operating results, as did the continuedaverage strength of the Turkish Lira against the U.S. dollar in 2004. Our net sales grew by 16.8% against a unit case volumeincrease of 24.0% compared 2003. Our gross margin decreased from 28.2% in 2003 to 27.4% in 2004. Profit from operationsincreased from YTL53.6 million in 2003 to YTL74.4 million in 2004, and EBITDA increased from YTL145.5 million in 2003to YTL148.3 million in 2004.

Sales VolumeIn 2004, our unit case sales volume increased by 53.3 million unit cases, or 24.0%, from 222.1 million unit cases in2003 to 275.4 million unit cases in 2004. The increase was primarily attributable to a 25.6% increase in CSD sales volume andthe inclusion in the 2004 results of a full year of sales of water from our HOD business, which was launched in May 2003. Inaddition, in June 2003 we were authorized, along with a number of other bottlers in the Coca-Cola system, to sell products todistributors reselling into Iraq. These sales, consisting primarily of CSDs along with small amounts of fruit juice, nectar,fruit-flavored drinks and water, amounted to 2.5 million unit cases in 2004. This volume increase was partially offset by lowersales of Turkuaz bottled water.CSD sales volume increased by 47.1 million unit cases, or 25.6%, from 183.7 million unit cases in 2003 to230.8 million unit cases in 2004. Sales volume of both immediate and future consumption CSD packages increased in 2004,largely resulting from the improved economic climate in Turkey, increased marketing activities and certain refinements to ourpricing strategy.NCB sales volume increased by 3.0 million unit cases, or 24.6%, from 12.2 million unit cases in 2003 to 15.2 millionunit cases in 2004, primarily as a result of competitive pricing in Cappy (which contributed a 2.3 million unit case increase), aswell as the full year impact in 2004 of the launch of a new brand, Burn, the introduction of new packages for Frutia (a beverageline that was discontinued in October 2005) and increased distribution of Powerade, all of which were implemented after thefirst quarter of 2003. These increases were partially offset by the discontinuation of sales of Bibo in the second quarter of 2003.Turkuaz bottled water sales volume decreased by 11.1 million unit cases, or 42.4%, from 26.2 million unit cases in2003 to 15.1 million unit cases in 2004. The decrease was the result of our increased focus in 2004 on improving the margins onour Turkuaz bottled water by reducing discounts to certain customers, whereas during 2003 our focus was on increasing salesvolume of the product. Our HOD water sales volume contributed 14.3 million unit cases of incremental sales volume in 2004,following its introduction in May 2003.Net SalesNet sales increased by YTL155.7 million, or 16.8%, from YTL923.7 million in 2003 to YTL1,079.4 million in 2004.The increase in net sales was principally the result of the increase in sales volume as a result of increased trade discounts andconsumer promotions in anticipation of an increasingly competitive soft drink market in 2004, as well as Turkish Lira sellingprices and a positive change in package mix, offset in part by the effect of inflation adjustment.Cost of SalesOur cost of sales increased by YTL120.2 million, or 18.1%, from YTL663.7 million in 2003 to YTL783.9 million in2004. The increase was primarily due to the increased volume in 2004, as well as increases in the costs of certain raw materialsincluding concentrate, HFCS and PET resin, offset in part by the effect of inflation adjustment and the appreciation of the NewTurkish Lira against the U.S. dollar, which reduced the New Turkish Lira cost of raw materials purchased in U.S. dollars.Gross ProfitCost of sales per unit case decreased from YTL2.99 in 2003 to YTL2.85 in 2004.Gross profit increased by YTL35.4 million, or 13.6%, from YTL260.0 million in 2003 to YTL295.4 million in 2004 asa result of the factors discussed above. However, our gross profit margin decreased from 28.2% in 2003 to 27.4% in 2004.Distribution, Selling and Marketing ExpensesDistribution, selling and marketing expenses increased by YTL26.0 million, or 16.5%, from YTL157.2 million in 2003to YTL183.2 million in 2004, largely as a result of the increased sales volume in 2004 and an increased level of marketingspending due to increased competition.Selling and distribution expenses increased by YTL13.5 million, or 11.3%, from YTL119.0 million in 2003 toYTL131.4 million in 2004. The increase was the result of an increase in transportation expenses largely due to the increase insales volume, as well as increased costs of repair and maintenance of vehicles and cold drink equipment, partially due to theestablishment of cooler refurbishment centers. These increases were offset in part by a decrease in depreciation expense as aresult of the effect of inflation adjustment.

Marketing and advertising expense increased by YTL13.6 million, or 35.6%, from YTL38.2 million in 2003 toYTL51.8 million in 2004, primarily reflecting the increased competition in the alcohol-free beverages market in Turkey startingin the second half of 2003 and continuing into 2004. In addition, our continued focus on a number of new brands and packagesprimarily introduced in May and June 2003 contributed to the increase in advertising costs in 2004.General and Administration ExpensesGeneral and administration expenses increased by YTL0.5 million, or 1.2%, from YTL40.3 million in 2003 toYTL40.8 million in 2004. The increase was primarily due to an increase in personnel salaries in line with inflation, which wasoffset in part by decreases in depreciation expenses and in utilities and communication expenses as a result of the effect ofinflation adjustment.Other Operating Income (Expense)Other operating expense decreased by YTL12.0 million, or 134.8%, from an expense of YTL8.9 million in 2003 toincome of YTL3.1 million in 2004.A total of YTL2.3 million and YTL10.9 million were provided for impairment loss in 2004 and 2003, respectively. Theamount in 2004 includes the write-down of PET blowing machines and coolers, offset in part by a gain on the sale of impairedrefillable PET bottling equipment which previously had been written down. The 2003 amount is largely attributable to the writedown of our Bibo production line, which had not been used since late 2002 following a decision to discontinue the Bibo brand.We had a gain on disposal of fixed assets of YTL5.4 million and YTL2.0 million in 2004 and 2003, respectively. Thegain in 2004 is primarily attributable to the sale of a refillable PET production line, cold drink equipment and vehicles.Profit from OperationsProfit from operations increased by YTL20.8 million, or 38.8%, from YTL53.6 million in 2003 to YTL74.4 million in2004 as a result of the factors discussed above. As a percentage of net sales, profit from operations in 2004 reached 6.9% from5.8% in 2003.Financial (Expense) Income, NetFinancial (expense) income, net amounted to income of YTL25.2 million in 2003 compared to an expense ofYTL6.3 million in 2004.Interest income decreased by YTL5.0 million, or 47.6%, from YTL10.5 million in 2003 to YTL5.5 million in 2004.The decrease was primarily a result of a decrease in interest rates.Interest expense decreased by YTL5.6 million, or 37.1%, from YTL15.1 million in 2003 to YTL9.5 million, due tolower debt balances resulting from reduced borrowing levels in 2004 along with decreased interest rates. Short-term borrowings(primarily with 12-month maturities, including the current portion of long-term debt and short-term capital lease obligations)amounted to YTL143.3 million as of December 31, 2003 and YTL64.7 million as of December 31, 2004. Long-term debtamounted to YTL30.6 million as of December 31, 2003 and YTL10.9 million as of December 31, 2004.Foreign exchange loss of YTL2.2 million was incurred in 2004 as a result of the significant depreciation of TurkishLira against the U.S. dollar in May 2004 at which time a significant portion of our U.S. dollar borrowings was repaid. In 2003,we incurred foreign exchange gain of YTL30.0 million due to appreciation of Turkish Lira against U.S. dollar as ofDecember 31, 2003 compared to its value as of December 31, 2002.Other (Expense) Income, NetWe had net other expense of YTL12.3 million in 2004, compared to net other gain of YTL4.0 million in 2003. In 2004the expense primarily included YTL7.3 million of expenses related to a proposed public offering and YTL5.9 million of foreignexchange losses on foreign currency denominated current assets and liabilities. In 2003, net other income included foreignexchange gain of YTL3.0 million on foreign currency denominated current assets and liabilities.Monetary Gain

Income TaxMonetary gain amounted to YTL18.3 million and YTL18.5 million in 2004 and 2003, respectively.A corporate tax charge of YTL24.8 million, or 24.5% of pre-tax income under IFRS, was recorded for 2003, based onthe results in our Turkish statutory books. A corporate tax charge of YTL27.4 million, or 37.0% of pre-tax income under IFRS,was recorded based on the results in our Turkish statutory books in 2004. The YTL2.6 million increase in corporate tax charge isdue to improved operating results in our statutory books. The increase in the effective tax rate is attributable to the introductionof inflation accounting in our statutory books effective from January 1, 2004, which resulted in a higher corporate tax base in ourstatutory books in 2004 compared to 2003.Deferred tax is computed based on temporary differences between the statutory books and IFRS books. Income taxesfor 2004 included a deferred tax charge of YTL23.0 million compared to a deferred tax income of YTL38.5 million in 2003. Theincrease in deferred taxes in 2004 versus 2003 is due to a decrease in the local fixed assets resulting from a new amendment tothe 2003 tax code provision discussed above, which called for the recording of temporary differences (per the new tax code forinflation) to be "non-deductible capitalized foreign exchange losses" as a prepaid expense rather than being indexed for inflation,as was the case previously.Net ProfitNet profit decreased to YTL23.7 million in 2004 from YTL115.1 million in 2003, as a result of the factors discussedabove. As a percentage of net sales, net profit was 2.2% in 2004 compared to 12.5% in 2003.EBITDAEBITDA increased by YTL2.8 million, or 1.9%, from YTL145.5 million in 2003 to YTL148.3 million in 2004. Thisincrease was attributable principally to the YTL20.9 million increase in profit from operations, largely offset by aYTL8.6 million reduction in impairment losses, a YTL3.4 million increase in gain on disposal of fixed assets, a YTL3.8 milliondecrease in retirement and vacation pay liability expenses and a YTL2.3 million decrease in depreciation expenses. As apercentage of net sales, EBITDA was 13.7% in 2004 compared to 15.8% in 2003.Liquidity and Capital ResourcesOur consolidated statement of cash flow for the year ended December 31, 2005 reflects the acquisition of Efes Invest.The cash inflows and outflows of Efes Invest until November 15, 2005 are reflected under the net cash used in investingactivities section as "Subsidiaries acquired, net of cash." The cash inflows and outflows from November 15, 2005 are reflectedunder the relevant line items of consolidated statement of cash flow.Net Cash Generated from (Used in) Operating ActivitiesOur primary source of cash flow is funds provided by operating activities.In 2005, net cash generated from operating activities amounted to YTL146.1 million, compared to YTL70.1 million in2004. The increase in 2005 was due primarily to a YTL57.5 million increase in net profit before income tax and monetary gainand YTL19.7 million decrease in cash used as working capital. The decrease in cash used as working capital is due to anincrease in deposits on returnable bottles and cases received as a result of the launch of 200ml returnable glass bottles and aYTL9.4 million increase in trade payables due to the consolidation of Efes Invest, partially offset by an increase in tradereceivables, which resulted from the increase in sales in 2005.In 2004, net cash generated from operating activities amounted to YTL70.1 million, compared to YTL147.4 million in2003. The decrease in 2004 mainly reflected the decrease in net profit before income tax and monetary gain largely due toincrease in financial expenses and other expenses and an increase in cash used as working capital due to volume growth andincreased competition. The increase in cash used as working capital is due to increases in taxes, trade receivables and othercurrent assets, partially offset by a decrease in inventories.Net Cash Generated from (Used in) Investing Activities

Net cash used in investing activities amounted to YTL421.8 million in 2005, compared to net cash generated frominvesting activities of YTL10.9 million in 2004. The net cash used in investing activities in 2005 included YTL319.9 million forthe acquisition of Efes Invest.The purchase of property, plant and equipment and intangibles increased by YTL58.1 million from YTL46.3 million in2004 to YTL104.3 million in 2005. YTL26.8 million of the purchase of property, plant and equipment and intangibles includedthe fixed assets of CC Jordan, 90% of which was acquired by Efes Invest on December 29, 2005 and the remaining balancemainly included the investments of CCI in machinery and equipment, coolers, dispensers, carbon dioxide dispensers andadvertising signs.Net proceeds from disposal of investments in securities was YTL41.8 million in 2004 due to a sale of marketablesecurities compared to YTL2.9 million net payments to invest in marketable securities in 2005.Net cash generated from investing activities amounted to YTL10.9 million in 2004, compared to net cash used ininvesting activities of YTL59.3 million in 2003, respectively. The increase in net cash generated from investing activities in2004 was due primarily to a YTL41.8 million sale of marketable securities, offset in part by an increased level of purchases ofproperty, plant and equipment.The increase in investments in fixed assets in 2003 and 2004 reflects the beginning of an economic recovery and ourresumption of an increased level of capital expenditures following the poor economic conditions in Turkey after the economiccrisis of 2001. Purchases of property, plant and equipment and intangibles, including cold drink equipment and vehicles, totaledYTL46.3 million in 2004 and YTL57.7 million in 2003. Of the amount in 2003, YTL29.0 million were made through long-term(more than one year) lease agreements and YTL28.7 million were cash purchases of property, plant and equipment. The fullamount in 2004 represented cash purchases of property, plant and equipment and intangibles. Lease obligation payments arereflected in the financing activities section of our consolidated statements of cash flows. Revenue from the sale of fixed assets(including machinery, buildings, cold drink equipment and refillable PET bottles and cases) was YTL15.4 million in 2004 andYTL8.6 million in 2003.Net Cash Used in Financing ActivitiesNet cash generated from financing activities amounted to YTL284.7 million in 2005 compared to net cash used infinancing activities of YTL120.2 million in 2004.The main reason for the increase in net cash generated from financing activities in 2005 was the YTL308.4 millionincrease in new borrowings on a net basis and YTL195.6 million increase in share capital, partially offset by YTL79.6 million ofdividends paid and the purchase by CCSD of CCI shares for YTL58.6 million.The gross amounts of proceeds from bank borrowings and repayments of bank borrowings are reflected in ourconsolidated statements of cash flows. These amounts include borrowings on the spot market to meet temporary (typically oneortwo-day) liquidity requirements, particularly prior to the summer season when there is a need to build up inventory and extendsales credit terms to maintain our competitiveness, and these borrowings are typically repaid within one week. Total proceedsfrom bank borrowings amounted to YTL2,562.4 million and YTL3,657.5 million in 2004 and 2005, respectively. Repaymentsof bank borrowings amounted to YTL2,643.5 million and YTL3,430.2 million in 2004 and 2005, respectively. The significantincreases in bank borrowings and repayments in 2005 was due principally to YTL125.5 million of new borrowings incurred tofinance the acquisition of Efes Invest and $55 million (YTL73.8 million) of debt incurred to fund the acquisition of shares byCCSD from an existing shareholder. In 2005, on a net basis, YTL227.3 million new bank borrowings were incurred. In 2004, ona net basis, YTL81.1 million was used to pay down total borrowings (including bank borrowings and capital leases).The bank borrowing balance was YTL75.6 million as of December 31, 2004 and YTL340.0 million as ofDecember 31, 2005. YTL53.6 million of the balance in 2005 is related to Efes Invest. The bank borrowing balances as of thesedates consisted primarily of syndicated 12-month loans and long-term debt securities issued in 1999.We have used capital leases to finance part of our capital expenditure whenever these yielded a lower cost of borrowingcompared to bank borrowings, and as a means of extending debt maturities over one year. The decrease in capital leaserepayments from YTL13.6 million in 2004 to YTL5.7 million in 2005 is attributable to the decreased amount of capital leases in2005 since no new capital leases were entered into in 2004 and 2005.We paid dividends of YTL79.6 million in 2005 with respect to the 2004 statutory results and YTL39.1 million ofdividends in 2004 with respect to the 2003 statutory results.

Net cash used in financing activities amounted to YTL120.2 million and YTL130.8 million in 2004 and 2003,respectively. The main reason for the decrease in net cash used in financing activities in 2004 is the YTL35.8 million decrease inrepayment of borrowings on a net basis, offset in part by an increase in dividends paid in 2004 of YTL22.0 million.The gross amounts of proceeds from bank borrowings and repayments of bank borrowings are reflected in ourconsolidated statements of cash flows. These amounts include borrowings on the spot market to meet temporary (typically oneortwo-day) liquidity requirements, particularly prior to the summer season when there is a need to build up inventory and extendsales credit terms to maintain our competitiveness, and these borrowings are typically repaid within one week. Total proceedsfrom bank borrowings amounted to YTL548.8 million and YTL2,562.4 million in 2003 and 2004, respectively. Repayments ofbank borrowings amounted to YTL665.7 million and YTL2,643.5 million in 2003 and 2004, respectively. The significantincreases in bank borrowings and repayments in 2004 is due to a change in our banks' treatment of the intra-day borrowings weuse for daily cash management. In 2004, on a net basis, YTL81.1 million was used to pay down total borrowings (includingbank borrowings and capital leases), compared to YTL116.9 million in 2003.The bank borrowing balance was YTL174.0 million as of December 31, 2003 and YTL75.6 million as ofDecember 31, 2004. The bank borrowing balances as of these dates consisted primarily of syndicated 12-month loans and longtermdebt securities issued in 1999.In 2003, YTL29.1 million of our capital expenditure was made using capital leases as a source of financing because ofthe lower cost of this method of financing compared to the cost of bank borrowings in 2003. The increase in capital leaserepayments from YTL8.2 million in 2003 to YTL13.6 million in 2004 is attributable to the increased amount of capital leases in2003.We paid dividends of YTL39.1 million in 2004 with respect to the 2003 statutory results. We paid dividends ofYTL17.1 million in 2003, with respect to the combined 2002 and 2001 statutory results.Future Liquidity, Financing Arrangements and CommitmentsWorking CapitalNet working capital is defined as the total of current assets excluding cash and marketable securities and deferredincome taxes less current liabilities excluding bank borrowings, capital lease obligations and deferred income tax liability. Networking capital increased by YTL37.6 million from YTL110.1 million in 2004 to YTL147.7 million in 2005 mainly due toincreased sales, consolidation of the Efes Invest balance sheet as of December 31, 2005 and the launches of new brands andpackages. Working capital requirements in 2005 and 2004 were fully funded by cash provided by operating activities.In 2005, YTL29.7 million of the increase in net working capital related to Turkish operations and was due to anincrease in trade receivables as a result of the increase in sales, and an increase in prepaid taxes due to third quarter year-to-datestatutory books net income being higher than full year net income, partially offset by a reduction in inventory. Theimplementation and use of an integrated system of supply chain management software in recent years has made it possible toorder raw materials based on weekly sales forecasts generated by our sales force, resulting in reduced inventory levels and areduced amount of capital tied up in inventory. The remaining YTL7.9 million of the increase in working capital was due to theconsolidation of the Efes Invest balance sheet for the year ended December 31, 2005.Net working capital as a percentage of net sales increased to 12.4% in 2005 from 10.2% in 2004. The increase in 2005was primarily due to the consolidation of Efes Invest's balance sheet as of December 31, 2005, while its income statement wasconsolidated only for the 45-day period beginning on November 15, 2005 and ending on December 31, 2005. On a pro formabasis, including Efes Invest's net sales for the full year, net working capital as a percentage of net sales would have been 11.1%.Our working capital management reflects the better use of investments made in information technology in recent years. Inaddition, BASIS, which is The Coca-Cola Company's proprietary sales accounting software system used by bottlers, enables usto more easily identify accounts receivable that will be past due and plan collection efforts. We believe that our working capitalwill be sufficient for our present requirements. We expect to continue, however, to borrow on the spot market to meet thetemporary liquidity requirements during the period before the summer season, as described in "—Net Cash Used in FinancingActivities."Net working capital increased by YTL6.1 million from YTL104.0 million in 2003 to YTL110.1 million in 2004 mainlydue to increased sales, and the launches of new brands and packages. Working capital requirements in 2004 and 2003 were fullyfunded by cash provided by operating activities.

In 2004, the increase in net working capital is mainly attributable to the increase in trade receivables as a result ofincrease in sales and decrease in income taxes payable, offset by an increase in trade payables due to concentrate purchases.Net working capital as a percentage of net sales decreased to 10.2% in 2004 from 11.3% in 2003. The improvedworking capital management is a reflection of the better use of investments made in information technology in recent years. Forexample, our integrated system of supply chain management software has made it possible to order raw materials based onweekly sales forecasts generated by our sales force, resulting in reduced inventory levels and a reduced amount of capital tied upin inventory. In addition, BASIS, which is The Coca-Cola Company's proprietary sales accounting software system used bybottlers, enables us to more easily identify accounts receivable that will be past due and plan collection efforts. We believe thatour working capital will be sufficient for our present requirements. We expect to continue, however, to borrow on the spotmarket to meet the temporary liquidity requirements during the period before the summer season, as described in "—Net CashUsed in Financing Activities."Borrowings and Capital FundingWe typically are able to fund most of our cash requirements from operating activities and short-term borrowings tomeet temporary liquidity requirements.As of December 31, 2005, we had a total of YTL340.0 million of debt, comprised of YTL320.5 million in short termloans (of which YTL318.9 million was in syndicated 12-month loans and YTL1.6 million was in YTL spot loans as describedunder "—Net Cash Used in Financing Activities"), YTL9.6 million in current portion of long-term debt(consisting currentportion of Private Placement Trust Certificates issued in 1999), YTL1.2 million in short-term capital leases, and YTL8.7 millionin long-term debt. Of the total amount, YTL55.6 million is attributable to the consolidation of the Efes Invest balance sheet as ofDecember 31, 2005. Our net debt (computed as cash and cash equivalents plus restricted cash plus all securities held to maturity,less short-term and long-term debt and capital lease obligations) as of December 31, 2005 was YTL291.5 million, an increase ofYTL262.8 million from December 31, 2004, due to an increase in syndicated 12-month loans needed to fund the acquisition ofEfes Invest in 2005 and $55 million (YTL73.8 million) of debt incurred to fund the acquisition of shares by CCSD from anexisting shareholder.As of December 31, 2004, we had a total of YTL75.6 million of debt, comprised of YTL49.5 million in short-termloans (primarily syndicated 12-month loans), YTL9.7 million in current portion of long-term debt, YTL5.5 million in short-termcapital leases, YTL9.6 million in long-term debt consisting of Private Placement Trust Certificates issued in 1999 andYTL1.3 million in long-term capital leases. Our net debt as of December 31, 2004 was YTL28.7 million, a decrease ofYTL37.6 million from December 31, 2003.As of December 31, 2003, we had a total of YTL174.0 million of debt, comprised of YTL118.6 million in short-termloans, YTL12.4 million in current portion of long-term debt, YTL12.4 million in short-term capital leases, YTL22.7 million inlong-term debt and YTL7.9 million in long-term capital leases. Our net debt as of December 31, 2003 was YTL66.3 million.We are party to a loan facility dated December 23, 1999, guaranteed by CCSD. In order to avail ourselves of certain taxbenefits, the loan made to us under the facility was immediately assigned to CCBT Finance Grantor Trust, a special-purposeNew York trust formed solely for the purpose of such financing, in exchange for the issue of private placement trust certificatesto the investors in the trust. During the life of the loan, we make payments of principal and interest on the loan facility to thetrust which are then passed through to the holders of the certificates. The annual interest rate applicable to the loan is 10.61%.Pursuant to the terms of the private placement trust certificates, we and CCSD are required to maintain certain financial ratiosand may not create any security on our assets, dispose of a substantial portion of our assets, or enter into any merger orconsolidation. In addition, we are required to ensure that at least 25% of our share capital is directly or beneficially held by TheCoca-Cola Company. We have sought a waiver of this requirement in connection with the offering; if we do not obtain thewaiver, we will be required to offer to prepay the amounts outstanding under the facility. Furthermore, the loan facility placescertain restrictions on our ability to make distributions (including dividend distributions) payments and investments. We arepermitted to distribute dividends, make other distributions, payments or investments provided that we are not in default underany of our indebtedness and the sum of the aggregate value of all of our investments and payments during the period betweenthe closing date of the sales of the private placement trust certificates and the date of such payment or investment does notexceed $30 million, plus 50% of consolidated net income for such period (or minus 100% of consolidated net income for suchperiod if consolidated net income for such period is a loss), plus the aggregate amount of net proceeds with respect to the issueof capital stock for such period. Our acquisition of Efes Invest and CC Jordan qualified as a permitted investment under theagreement and therefore we did not need to obtain waivers in connection with such investments. The loan matures on

December 23, 2006. As of April 14, 2006, $6.8 million (YTL9.1 million based on the Central Bank exchange rate of $1.00 =YTL1.3409 in effect on April 14, 2006) was outstanding under the facility.We entered into a 370-day credit agreement on June 23, 2005 with a syndicate of banks. The agreement provides uswith an aggregate of $55 million in term loans, part of which is available in euro converted at a stated currency exchange rate.CCSD has agreed to guarantee such loans. We are required to repay each loan made available under the agreement on a datefalling 370 days after the date of drawdown. The annual interest rate applicable to the loans is LIBOR (for loans denominated inU.S. dollars) or EURIBOR (for loans denominated in euro) plus 0.85%. Pursuant to the agreement, we and CCSD are requiredto maintain certain financial ratios and may not create any security on our assets, dispose of a substantial portion of our assets, orenter into any merger or consolidation (except for a merger or a consolidation resulting in the merger or consolidation of CCI orCCSD into the other or a third party, provided that (i) the surviving entity or entities will be fully liable for the obligations ofeach of the CCI and CCSD under the finance documents and (ii) at least 51% of the share capital of each of the surviving entityis held by the Anadolu Group and The Coca-Cola Export Corporation; (iii) the "net financial debt/equity" ratio of the survivingentity shall be equal to or less than 1.5; and (iv) in case of a merger with a third party, the main business of such third party willbe in the non-alcoholic beverages sector). Our acquisition of Efes Invest and the planned merger of CCI and Efes Invest ispermitted under the agreement. In addition, unless we receive prior written consent of the lenders, we and CCSD are required toensure and procure that at least 51% of our respective share capital is directly or indirectly held by Anadolu Efes and The Coca-Cola Export Corporation. As of April 14, 2006, the full amount was outstanding under this facility. We are also the guarantor ofanother $55 million credit agreement with identical terms under which CCSD is the borrower. As of April 14, 2006, the fullamount of the loan was outstanding. We intend to repay a part the borrowings under this facility with the proceeds of theoffering to be received by CCSD.For the financing of the mandatory call to Efes Invest shareholders, we entered into five different loan facilities withfive different banks for a total of $60 million and YTL45 million. All five loan agreements have a term of 370 days. The annualinterest rates applicable to such loans range from 14.80% to LIBOR plus 0.45%. We currently intend to refinance these loans onmaturity which will be in December 2006. Pursuant to the loan agreements, we are prohibited from creating security over all orany part of our assets, entering into any mergers or consolidations (except for mergers or consolidations with our subsidiaries orour shareholders' subsidiaries), and selling or disposing of all or substantial part of our assets. In addition, we undertook toensure and procure that our shareholding remains the same during the terms of the loans except for public offerings or any salesthat do not result in a change of control and do not reduce the joint shareholding of the Anadolu Group and The Coca-ColaExport Corporation below 51%. As of April 14, 2006, $60 million (YTL80.5 million based on the Central Bank exchange rate of$1.00 = YTL1.3409 in effect on April 14, 2006) and YTL45 million was outstanding under these facilities.On April 3, 2006, we entered into a credit facility agreement guaranteed by CCSD. Under the agreement two termloans are made available to us, one for $30 million and the other for EUR24.75 million. We are required to pay each loan madeavailable under the agreement on a date falling 2 years after the date of drawdown. The annual interest rates applicable to theloans are LIBOR (for loans denominated in U.S. dollars) or EURIBOR (for loans denominated in euro) plus 0.55%. We are alsothe guarantor for a $20 million and EUR16.5 million term loan agreement with identical terms and conditions under whichCCSD is the borrower. Pursuant to the agreements, we undertook not to dispose of all or part of our assets except for thosedisposals of assets (i) made in the ordinary cause of our trading, (ii) which are obsolete, or (iii) (other than financial assets orother financial investments) in exchange for other assets comparable or superior as to type, value and quality. Furthermore, weundertook not to enter into any merger, reconstruction, joint venture, or to make any acquisition or investment without the priorwritten consent of the lending bank. Consent of the lending bank is not necessary for a sale of our shares if such sale does notresult in a change of joint control of Anadolu Efes and The Coca-Cola Company and a reduction in their total shareholding in usbelow 51%. Under the agreement a material change in our control constitutes an event of default. As of April 14, 2006, the fullamount of the two facilities was outstanding.In order to hedge against LIBOR and EURIBOR volatility in the market, CCI entered into interest rate swaptransactions as a result of which it fixed the interest rates under the above-mentioned facility to 5.24% for our U.S. dollarborrowings and to 3.37% for our euro borrowings for two years. For the same purpose, CCSD also entered into interest rateswaps with a two-year term. For U.S. dollar borrowings, if LIBOR is 6.0% or less, CCSD pays a fixed rate of 5.13% plus the0.55% margin mentioned above. If LIBOR is above 6.0% it pays LIBOR minus 0.80% plus the 0.55% margin. For euroborrowings, it pays a fixed rate of 3.10%, plus the 0.55% margin for the first year. For the second year, it pays 5.5% less 7.5times the difference between the five year and two year euro swap rate quoted by Reuters page ISDAFIX2 plus the 0.55%margin.On November 10, 2004, CC Kazakhstan entered into a general credit facility for a maximum amount of $10 millionwhich can be utilized as letters of credit or short and medium term cash borrowings. Efes Invest is the joint and several co-debtorand the guarantor of this credit facility. Pursuant to the agreement, the cost of borrowings are discussed and mutually agreed

upon with the bank on a case-by-case basis. As of April 14, 2006, CC Kazakhstan had $6.5 million (YTL8.7 million based onthe Central Bank exchange rate of $1.00 = YTL1.3409 in effect on April 14, 2006) cash borrowings outstanding under thisfacility.On September 1, 2005, CC Kazakhstan entered into a EUR5.5 million loan agreement guaranteed by Efes InvestHolland B.V. We intend to refinance the loan on its maturity on September 15, 2006. The annual interest rate applicable to theloan is 5.1%. As of April 14, 2006, the full amount was outstanding under the agreement.On November 30, 2005, Efes Invest Holland B.V. entered into a $15.7 million one-year loan facility, guaranteed byCCI, with an annual interest rate of LIBOR plus 0.50%. The full amount was drawn down in four separate tranches duringNovember and December 2005. Of these borrowings, approximately $6.3 million was used for the acquisition of CC Jordan,approximately $2.0 million was used to finance CC Iraq and the remainder was used to repay debt. We intend to refinance theloan on its maturity. Pursuant to the agreement, we are prohibited from disposing of all or a substantial part of our assets otherthan disposals made (i) in the normal course of our business, (ii) with the prior consent of the lender, (iii) for fair value, or (iv) ofabsolete or unused assets. Furthermore we are prohibited under the loan agreement from creating any encumbrances over all ormaterial part of our revenues or revenue-generating assets other than those created in the ordinary course of our business.On December 27, 2005, CC Jordan entered into an uncommitted facility agreement available for 53 weeks guaranteedby CCI and CCSD. Under the facility, CC Jordan can borrow funds in U.S. dollars, euros and Jordanian dinars. Jordanian Dinarborrowings under the facility can be short-term working capital loans priced at three or six month certificate of deposit. The limitof outstanding borrowings under the facility are determined by the bank from time to time. The annual interest applicable to U.S.dollar and euro loans is the eurocurrency rate determined for such currencies appearing on Page 3750 of the Telerate screen as of11:00 am, London time plus a margin notified by the bank in respect of a particular loan. The annual interest rate applicable toJordanian Dinar loans is the rate issued by the Central Bank of Jordan which is typically published on Reuters page CBJC3 plusan aggregate fixed rate. Pursuant to the agreement, CC Jordan agreed not to merge or consolidate into or dispose of its assets toany person or entity in a manner which would have a material adverse effect in its business and financial condition. Furthermore,during the term of the agreement, CC Jordan is prohibited from disposing of its fixed assets which in the aggregate represent inany prior fiscal year more than 25% of its total revenues. Under the facility CC Jordan borrowed (i) a $9 million working capitalloan and (ii) a $4 million working capital loan both of which are payable in January 2007 with an applicable interest rate ofeurocurrency rate (as described above) plus 0.6%. As of April 14, 2006, $13 million (YTL17.4 million based on the CentralBank exchange rate of $1.00 = YTL1.3409 in effect on April 14, 2006) was outstanding under the facility.On February 20, 2006, CC Jordan entered into a $4 million uncommitted loan facility with a one-year term. The annualinterest rate applicable to such facility is the arithmetic mean of the rate at which at or about 11 am (London time) two businessdays before the beginning of each interest period the bank is offered U.S. dollar deposits in the London interbank euro-currencydeposit market by prime banks plus 1.00%. As security for such uncommitted loan facility, CCI entered into an authority overdeposits agreement with the lender bank. Accordingly, until all of CC Jordan's liabilities are discharged under the loan, thelending bank is no longer under any requirement to extend and no longer extends financial accommodation to CC Jordan, andany agreed notice of withdrawal has been given, we agreed to maintain a deposit of $4.0 million (plus accrued interest) with thelending bank. Furthermore, as a separate liability, we agreed to pay the bank in full and on demand any unpaid amounts usedunder the facility and we authorized the bank to apply all or any part of our deposit to discharge any sums due but unpaid underthe facility from time to time. As of April 14, 2006, $4.0 million (YTL5.4 million based on the Central Bank exchange rate of$1.00 = YTL1.3409 in effect on April 14, 2006) was outstanding under the facility.On March 7, 2006, CC Azerbaijan entered into a $6 million one-year loan facility, guaranteed by CCI, with an annualinterest rate of LIBOR plus 0.55%. CC Azerbaijan has borrowed a total of $3.5 million under the facility in several tranches.Pursuant to the agreement, we are prohibited from disposing of all or a substantial part of our assets other than disposals made(i) in the normal course of our business, (ii) with the prior written consent of the lender, (iii) for fair value, or (iv) of obsolete orunused assets. Furthermore, under the agreement we undertook not to create any encumbrances over all or material part of ourrevenues or revenue generating assets other than those created in the ordinary course of our business. We intend to pay allprincipal and interest at the end of the term of the loan using cash generated from operations. As of April 14, 2006, $3.5 million(YTL4.7 million based on the Central Bank exchange rate of $1.00 = YTL1.3409 in effect on April 14, 2006) was outstandingunder the facility which matures during March 2007. The last drawdown date under the agreement is June 1, 2006. Any amountsundrawn after such date shall be automatically cancelled.Capital ExpenditureOur business is capital-intensive and requires significant capital expenditure, primarily relating to investments inproduction equipment, distribution infrastructure and cooling and dispensing equipment. Between 2003 and 2005, our capital

expenditure (excluding CC Jordan) as a percentage of net sales averaged 5.6%, which we believe is in line with the industryaverage. Our capital expenditures for 2005 (including Efes Invest and Jordan) amounted to YTL103.7 million, includingYTL27.6 million attributable to the inclusion of Efes Invest's results from November 15, 2005. The amount of capitalexpenditure may vary from year to year, depending on the nature of assets being installed, upgraded or replaced. These amountsmay increase if we further expand our operations into emerging markets. See "Risk Factors—Risks Relating to Our Businessand the Alcohol-Free Beverages Industry—If we fail to manage our growth and integrate our acquired businesses effectively,our business and financial results could be adversely affected."We expect to spend a total of approximately YTL182.8 million for capital expenditures in the fiscal year 2006,allocated as set forth below:TurkishOperationsInternationalOperations(in millions of YTL)Production equipment (1) ............................................................................................................... 59.8 31.4Land and buildings....................................................................................................................... 27.2 15.3Vehicles, computers and furniture............................................................................................... 2.0 4.0Immediate consumption equipment (2) ......................................................................................... 30.8 12.3Total ............................................................................................................................................. 119.8 63.0(1) Includes new production lines and other equipment, as well as returnable bottles and cases.(2) Includes coolers, dispensers, carbon dioxide dispensers and advertising signs.Of this amount, YTL24.0 million was committed as of December 31, 2005. We expect to fund these expenditures usinga variety of sources, including cash generated from operating activities and the net proceeds of this offering to CCSD,supplemented by short-term borrowings as required.Summary of Contractual Obligations and Commercial CommitmentsThe following table summarizes the contractual obligations, commercial commitments and principal payments we wereobliged to make as of December 31, 2005 under our debt instruments, leases and other agreements.Payment Due by PeriodTotalLess than1 Year 1-3 Years 3-5 YearsMore than5 Years(in thousands of YTL)Short-term debt obligations .................................................... 320,498 320,498 — — —Long-term debt obligations..................................................... 18,298 9,576 8,722 — —Capital (finance) lease obligations ......................................... 1,231 1,231 — — —Total ........................................................................................ 340,027 331,305 8,722 — —Off-Balance Sheet ArrangementsWe entered into two operational lease agreements in 2002 covering a total of 53 vehicles for a period of four years. Thetotal lease payments under the agreements amounted to YTL0.2 million as of December 31, 2005, which remains to be paid in2006.Market and Currency RiskTreasury Policies and ObjectivesWe face financial risks arising from adverse movements in currency exchange rates, interest rates and commodityprices that could significantly affect our ability to meet our obligations. A substantial majority of our debt obligations and capitalexpenditures are, and are expected to continue to be, denominated in currencies other than the New Turkish Lira. By contrast, asubstantial amount of our revenues are, and are expected to continue to be, denominated in New Turkish Lira.Our treasury department is responsible for managing our financial risks. The primary objective of our treasurydepartment is to ensure that all transactions are executed in a cost-efficient manner, are controlled effectively and are undertakenwith appropriate counterparties. As a policy, we do not enter into speculative financial transactions.

Interest Rate RiskOur interest rate exposure generally relates to our debt obligations. We manage our interest rate exposure using acombination of fixed and floating rate debt. A 1% increase or decrease in the market interest rates applicable to our floating ratedebt outstanding at December 31, 2005 would have increased or decreased interest expense for 2005 by approximatelyYTL3.4 million.Foreign Exchange RiskWe have not historically entered into transactions to hedge the risk of exchange rate fluctuations because it was notpossible to obtain hedging arrangements on commercially reasonable terms in the amounts and for the periods that would berequired. Although we do not have a formal policy, we seek to structure our borrowings in a combination of U.S. dollars, euroand New Turkish Lira to minimize our foreign exchange exposure. We may seek to enter into hedging transactions in the future.Commodity Price RiskWe are exposed to the effect of changes in the price of sugar in all of the countries in which we operate. In Turkey, theprice of sugar is set by the Ministry of Industry.We are also exposed to price fluctuations in aluminum and resin. We seek to reduce our exposure to resin pricefluctuations by entering into transactions for the purchase of resin based on a fixed annual price. We participate in across-enterprise procurement group along with certain other bottlers in the Coca-Cola system for the procurement of certain rawmaterials. Through this group, we are able to monitor the market for aluminum and, where we feel it is appropriate, makeforward purchases of aluminum.Credit RiskWe have no significant concentrations of credit risk due to our large customer base. We have put in place policies tohelp ensure that sales of products and services are only made to customers with an appropriate credit history.Critical Accounting PoliciesThe discussion and analysis of our financial condition and results of operations are based upon our consolidatedfinancial statements, which have been prepared in accordance with IFRS. The preparation of these financial statements requiresour management to make estimates and judgments that affect the amounts reported in our financial statements andaccompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to bereasonable under the circumstances, the results of which form the basis for making judgments about, among other things, thecarrying value of assets and liabilities that are not readily available from other sources. Actual results may differ from theseestimates under different assumptions or conditions.We believe the following critical accounting policies reflect our more significant judgments and estimates used in thepreparation of our IFRS consolidated financial statements.Revenue RecognitionWe recognize revenues when all of the following conditions are met: evidence of a binding arrangement exists(generally in the form of a purchase order), products have been delivered and there is no future performance required, andamounts are collectible under normal payment terms.Revenue is stated net of sales discounts, listing fees and deductions relating to contributions for marketing andpromotions paid to customers. Listing fees are incentives provided to customers for carrying our products in their stores.Contributions that are subject to contractual-based term arrangements are amortized over the term of the contract. The amountsdeducted from sales for marketing and promotional incentives are net of amounts received from The Coca-Cola Company as acontribution toward the cost of such marketing and promotional incentives.Property, Plant and Equipment

We record property, plant and equipment at their historical cost and compute depreciation and amortization using thestraight-line method over their estimated useful lives. We have determined useful lives of property, plant and equipment afterconsideration of historical results and anticipated results based on our current plans. Our estimated useful lives represent theperiod the asset remains in service assuming normal routine maintenance. We review the estimated useful lives assigned toproperty, plant and equipment when our business experience suggests that they do not properly reflect the consumption of theeconomic benefits embodied in the property, plant or equipment nor result in the appropriate matching of cost against revenue.Factors that lead to such a conclusion may include physical observation of asset usage, examination of realized gains and losseson asset disposals and consideration of market trends such as technological obsolescence or change in market demand. In caseswhere we determine that the useful life of property, plant and equipment should be shortened, we would depreciate the net bookvalue in excess of the estimated salvage value over its revised remaining useful life.The assessment of long-lived assets for possible impairment requires us to make certain judgments, including estimatesof future cash flow from the respective assets. We evaluate the impairment of long-lived assets in accordance with the provisionsof International Accounting Standards (IAS) No. 36, Impairment of Assets. We record impairment losses on long-lived assetsused in operations when events and circumstances indicate that the assets might be impaired and the discounted cash flowsestimated to be generated by those assets are less than the carrying amounts of those assets. The impairment loss is measured bycomparing the fair value of the asset to its carrying amount.Intangible AssetsIntangible assets acquired separately are measured on initial acquisition at cost. The cost of an intangible asset acquiredin a business combination is fair value as at the date of acquisition. Following initial recognition, intangible assets are carried atcost less any accumulated amortization and any accumulated impairment losses. The useful lives of intangible assets areassessed to be either finite or indefinite. Intangible assets with finite lives are amortized over the useful life and assessed forimpairment whenever there is an indication that the intangible asset may be impaired. The amortization period and theamortization method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes inthe expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accountedfor by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates. Theamortization expense on intangible assets with finite lives is recognized in the income statement in the expense categoryassociated with the function of the intangible asset.Intangible assets with indefinite useful lives are tested for impairment annually. Such intangibles are not amortized.The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessmentcontinues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospectivebasis.Goodwill represents the excess of acquisition costs over the fair value of the net assets of an acquired business. Weadopted IFRS No. 3 and amendments in IAS 36 and IAS 38. Accordingly, goodwill is no longer amortized but is reviewedannually for impairment.We performed a test for goodwill impairment using the two-step process described in IAS 38. The first step of this testis a screen for potential impairment, and the second step measures the amount of impairment for purposes of this test. We derivefair values using a discounted cash flow analysis, based on assumptions consistent with our plans and forecasts. The test resultedin no impairment of goodwill as of December 31, 2005.The accuracy of our assessments of fair value is based on management's ability to accurately predict key variables suchas sales volume, prices, spending on marketing and other economic variables. Predicting these key variables involves uncertaintyabout future events; however, the assumptions we use are consistent with those employed for internal planning purposes.Income TaxesWe compute and record deferred income taxes in accordance with IAS 12 Income Taxes. We calculate income taxesaccording to the statutory balance sheets and income statements prepared in New Turkish Lira in accordance with the TurkishTaxation Code.Turkish tax legislation allows certain tax deductions related to new asset investments. These deductions are accountedfor as a reduction of current income tax expense in the year in which they arise. Unused tax deductions can be carried forwardand are indexed to local inflation until they are fully used.

We record a valuation allowance to reduce our deferred tax assets to the amount of future tax benefit that is more likelythan not to be realized. While we have considered future taxable income and ongoing prudent and feasible tax planningstrategies in assessing the need for the valuation allowance, there is no assurance that the valuation allowance will not need to beincreased to cover additional deferred tax assets that may not be realizable. Any increase in the valuation allowance could have amaterial adverse impact on our income tax provision and net income in the period in which such determination is made.Employee Benefit ObligationsWe provide for employees' statutory termination benefits based on an independent actuarial study in accordance withIAS 19, Employee Benefits. Our employees are entitled to statutory termination benefits based on each employee's length ofservice and monthly salary. The cost of providing these benefits is accrued over the employee's service period. We account forstatutory termination benefits in accordance with the provisions of IAS 19, including the application of actuarial methods andassumptions in connection with professional actuaries. The benefit obligation has been measured as of December 31 for each ofthe years presented.We periodically review the actuarial assumptions used for calculating our net periodic provision for employeetermination benefits and the projected benefit obligation to better reflect current economic and market conditions.Concentration of Credit Risk and Allowance for Doubtful AccountsDue to the size and diversity of our customer base, concentrations of credit risk with respect to trade accountsreceivable are limited. The allowance for doubtful accounts receivable is stated at the amount considered necessary to coverpotential risks in the collection of accounts receivable balances. We evaluate the collectibility of accounts receivable based on anumber of factors. When we become aware of a specific customer's inability to meet its financial obligations to us, a specificreserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount that we believewill ultimately be collected. Based on our historical experience in the collection of accounts receivable, the recorded allowanceshave proved to be adequate.Current Trading and ProspectsIn the first quarter of 2006, our sales volume, net revenue, operating income, and income before tax have exceededprior year levels and our expectations.Our consolidated unit case volume has increased compared to the first quarter of the prior year as a result of theaddition of Efes Invest and Jordan and continued growth in all of our markets.The net sales increase was largely driven by the sales volume increase referred to above as well as a reduction indiscounts. Our cost of sales per unit case decreased largely due to the appreciation of the New Turkish Lira against the U.S.dollar despite an increase in New Turkish Lira denominated expenses in line with inflation.We expect the momentum seen in 2004 and 2005 to continue through the remainder of the current financial year, withthe economies in our markets, particularly Turkey and Kazakhstan, continuing to show healthy levels of growth. We believe thatwe are well positioned to take advantage of such expected growth.

BUSINESSOverviewWe are a leading bottler and distributor of carbonated soft drinks ("CSDs") and noncarbonated beverages ("NCBs")with operations in Southern Eurasia (which we define as Turkey, the Caucasus and Central Asia) and the Middle East. Ourbusiness consists of producing, selling and distributing alcohol-free beverages, primarily brands of The Coca-Cola Company, inTurkey, Kazakhstan, Azerbaijan, Jordan and Kyrgyzstan. We also have a 28.9% interest in the Coca-Cola bottler inTurkmenistan. Coca-Cola is one of the world's most recognized trademarks and is the leading brand in the world. (Source:Interbrand 2005).We expanded our bottling operations beyond Turkey with the acquisition of an 87.63% interest in Efes Invest and theacquisition of a 90.0% interest in CC Jordan in the fourth quarter of 2005. In addition, as a result of the acquisition of EfesInvest, we are party to a joint venture that has the exclusive distribution rights for brands of the Coca-Cola Company in Iraq andhas the option to become the sole Coca-Cola bottler in Iraq. See " —History and Recent Developments."We offer a wide range of beverages, including CSDs as well as an expanding selection of NCBs (a category thatincludes juices, waters, sports drinks, energy drinks, iced tea and iced coffee) in selected markets. The core brands that we sell inall of our markets are Coca-Cola, Coca-Cola light, Fanta and Sprite. We also distribute beer in Kazakhstan and Kyrgyzstanpursuant to an agreement with a subsidiary of Anadolu Efes and based on a written consent by The Coca-Cola Company.Although CSDs continue to represent a high proportion of our sales volume, our NCB sales have grown as we continue toexpand our offering. In 2003, 2004 and 2005, CSDs represented 84.2%, 85.1% and 85.2%, respectively, NCBs represented15.0%, 14.2% and 14.0%, respectively, and beer represented 0.8%, 0.7% and 0.8%, respectively, of our total unit case salesvolume on a pro forma basis.We believe that we have established an international reputation as a world-class bottler, through our advanced use ofinformation technology, high-quality production facilities, pioneering e-learning initiatives and innovative asset refurbishmentefforts. All five of our plants in Turkey, as well as four of our plants in Kazakhstan, Azerbaijan, Kyrgyzstan and Jordan, wereamong only 220 of approximately 1,100 bottling facilities within the Coca-Cola system worldwide to have secured The Coca-Cola Company's own quality approval as of December 31, 2005.We believe that The Coca-Cola Company attaches substantial importance to its presence in Southern Eurasia and theMiddle East because of the significant growth opportunities in these markets. In 2005, Turkey alone was the fourth largestmarket in Europe for products of The Coca-Cola Company and the thirteenth largest market for products of The Coca-ColaCompany in the world in terms of sales volumes. Together with The Coca-Cola Company, we intend to continue exploring newgrowth opportunities by introducing new products and packages into our markets as consumer preferences develop and change.In 2005, on a consolidated basis, we sold 317.6 million unit cases of CSDs and NCBs (including 5.6 million unit casessold by Efes Invest from November 15, 2005), resulting in net sales of YTL1,190.4 million, net income of YTL79.6 million andEBITDA of YTL193.5 million. For a description of how we calculate EBITDA, see "Selected CCI Consolidated Financial andOperating Data."In 2005, on a pro forma basis, we sold 361.3 million unit cases of CSDs and NCBs in all of our markets, resulting innet sales of YTL1,330.1 million, net income of YTL90.4 million and EBITDA of YTL223.3 million. See "Unaudited ProForma Consolidated Financial Information."The chart below shows our current group structure including our principal subsidiaries and joint ventures:Key Strengths and StrategyOur vision is to become one of the leading bottlers of alcohol-free beverages in the world operating in the culturallydiverse geography of Southern Eurasia and the Middle East. We believe there are strong opportunities to further grow ourbusiness in the coming years through: (i) the significant potential to increase the CSD consumption per capita and to expand ourNCB business in our existing territories; (ii) the opportunity to expand geographically in our region capitalizing on the financialand human resources of our new enlarged company, subject to the approval of The Coca-Cola Company; and (iii) a managementteam with extensive experience of managing turn-around situations and start-up operations in emerging markets.Key Strengths

Attractive Growth MarketsWe operate in countries with (i) growing economies and populations and (ii) young demographics. The three largestcontributors to our operations on a pro forma basis, Turkey, Kazakhstan and Azerbaijan, posted real GDP growth of 8.9%, 9.4%and 10.2%, respectively, in 2004. With a population of approximately 71.2 million in 2004, Turkey is the third most populouscountry in Europe with 48% of its population under the age of 25. Kazakhstan, Azerbaijan, Jordan and Kyrgyzstan had acombined population of approximately 34 million in 2004, and each of these countries has a large proportion of young people.We believe this combination of factors provides us with opportunities to increase our sales volume in the future. (Source:Economist Intelligence Unit)Strong Growth OpportunitiesWe are currently pursuing three key areas for growth: (i) further developing the CSD per capita consumption in ourexisting territories; (ii) expanding the brand portfolio in our current territories with additional non-carbonated beveragecategories (including fruit juices, nectars, iced tea, iced coffee, sport drinks, energy drinks and water); as well as (iii) adding tothe geographic scope of the group by continuing to expand into new territories across Southern Eurasia and the Middle East. Weare actively exploring with The Coca-Cola Company the possibility of expanding into new countries in these regions. Anyexpansion into other countries would require the approval of The Coca-Cola Company.Category LeadershipWe are the CSD leader in terms of sales volume in all of the countries in which we operate (with the exception ofJordan, where we have a number two position in terms of CSD sales volume). According to Nielsen, our shares within the CSDcategory were 63.3%, 45.4% and 50.2% in Turkey, Kazakhstan and Azerbaijan, respectively for 2005 based on sales volume. Inthe NCB categories, we were the sales volume leader in fruit juices, sports drinks and iced coffee in Turkey and in bottled waterin Azerbaijan for 2005.World Leading Brand PortfolioWe produce, sell and distribute Coca-Cola, the world's leading branded alcohol-free beverage in terms of sales volumeand the world's most recognized brand (Source: Interbrand 2005). Other leading CSD brands licensed to us by The Coca-ColaCompany are Coca-Cola light, Fanta and Sprite. These brands, together with Coca-Cola, are four of the world's five best sellingnon-alcoholic beverages in terms of sales volume. In addition to our CSD brand portfolio, we have an extensive portfolio oflicensed global and regional NCB brands in selected markets, such as Powerade, Bonaqua, Cappy, Piko, Burn, Nestea andNescafé Xpress.Creating Value through Alignment with The Coca-Cola CompanyAcross all functions and levels of our organization, we have a strategic and operational alignment with The Coca-ColaCompany. We have strong marketing teams that work closely with The Coca-Cola Company to develop local marketingstrategies and programs. In addition, we work closely with The Coca-Cola Company on production techniques, quality control,environmental matters and new packaging and product development. We believe the scale and capabilities of our enlargedbusiness will give us a key role in the future development of the Coca-Cola business in our regions.Advanced Systems and InfrastructureOur advanced IT systems and production and distribution infrastructure enable us to respond quickly and withflexibility to the growing and changing demands of our markets. Our extensive sales and distribution networks have made itpossible for us to reach approximately 88%, 79% and 94% of all retail outlets in Turkey, Kazakhstan and Azerbaijan,respectively. (Source: Nielsen) Our supply chain management systems provide us with the ability to grow efficiently andprofitably and roll out new products successfully. We believe that since 1999, our operations in Turkey have been at theforefront of Coca-Cola bottlers in terms of implementation of significant IT applications. We have been selected by The Coca-Cola Company as one of five bottlers to lead the development of IT systems worldwide for the Coca-Cola bottling community.Solid Financial Track RecordWe have had a consistent record of sales volume, net sales and EBITDA growth over time, which is demonstratedthrough the results of our Turkey and international business segments over the past several years. In Turkey, sales volume

increased from 222 million to 312 million unit cases between 2003 and 2005, representing a compound annual growth rate ofover 18%. In 2005, we generated net sales in Turkey of YTL1,157 million compared to YTL924 million in 2003 (13%compound annual growth rate). EBITDA increased from YTL146 million in 2003 to YTL190 million in 2005, which translatesinto an EBITDA margin increase from 15.8% to 16.3%.Our international business (excluding Jordan) increased its volumes, net sales and EBITDA substantially from 2003 to2005. Sales volumes increased from 28 million unit cases to 49 million unit cases from 2003 to 2005 (32% compound annualgrowth rate) while net sales rose from $59 million to $119 million (43% compound annual growth rate) during the same timeperiod. EBITDA increased from $10 million in 2003 to $25 million in 2005 (57% compound annual growth rate), whichtranslates into an EBITDA margin increase from 17.2% to 20.9%.Proven Management TeamOur senior management team is comprised of a diverse group of professionals with a strong set of operational skillsdeveloped in various countries across different cultural environments. Our management team has a track record of(i) successfully managing through periods of political and economical volatility in selected countries, (ii) implementing efficientand effective turn-around programs and start-up operations and (iii) recruiting and training talented individuals to develop aninternal human resource pool of future managers.StrategyOur vision is to be one of the leading bottlers of alcohol-free beverages in Southern Eurasia and the Middle East.We intend to achieve this by pursuing a strategy with three key elements: (i) driving sustainable and profitable growthand enhancing our competitive position in our markets; (ii) leveraging our key capabilities and best practices (includingprocurement, production, supply chain, sales, distribution and IT) throughout the combined operations and (iii) expanding intonew territories, subject to the approval of The Coca-Cola Company.We will seek to implement our strategy by:• continuing to increase alcohol-free beverage consumption through:• delivering best-in-class execution of product availability and attractiveness at the point of sale;• introducing new brands, flavors and packages for both CSD and selected NCB categories;• expanding cold drink availability; and• developing customer and point-of-sales marketing activities.• focusing on revenue and profit growth by promoting higher-margin brands and packages;• rolling out advanced channel-focused sales and distribution systems to our international markets where applicable;• refining our business models to restructure acquired operations;• maintaining a competitive edge in information systems; and• continuing to build employee excellence through attracting, developing and retaining highly skilled people andfocusing on ongoing training and education.History and Recent DevelopmentsThe sale of Coca-Cola beverages in Turkey dates back to 1964 when İMSA, a local company, was granted the firstfranchise to bottle and distribute The Coca-Cola Company's beverages in Istanbul. Over the years, The Coca-Cola Companyawarded franchises for other areas in Turkey to companies owned and managed by the Özgörkey family and the Has Group. TheCoca-Cola Company began making equity investments in bottling, sales and distribution companies in Turkey in the 1980s.

In June 1996, The Coca-Cola Company formed a bottling joint venture with Anadolu Efes, which purchased 33.3% ofthe equity of The Coca-Cola Company's entities in Turkey. The joint venture (subsequently named Coca-Cola Bottlers ofTurkey) was expanded in June 1998 to include the production and sales companies of the Özgörkey Group, providing it withbottling rights throughout all of Turkey.In 2000, the three production companies included in the joint venture were merged into one entity named Coca-Colaİçecek Üretim A.Ş. ("CCIU"). At the same time, the sales and distribution companies of Coca-Cola Bottlers of Turkey weremerged into one entity named Coca-Cola Satış ve Dağıtım A.Ş. ("CCSD"). Each of the two companies was 40.0% owned byThe Coca-Cola Company, 40.0% by Anadolu Efes, 11.2% by E. Özgörkey İçecek Yatırımı A.Ş. and 8.8% by ÖzgörkeyHolding A.Ş. (formerly known as Etap İçecek Yatırımı A.Ş.)In December 2002, CCIU issued shares in exchange for almost all of the outstanding shares of CCSD, resulting in99.96% ownership of CCSD by CCIU, with the remaining 0.04% held by CCIU's shareholders in the same proportion as theirownership of CCIU. Also in December 2002, CCIU changed its name to Coca-Cola İçecek A.Ş. As a result of the restructuring,we brought the full range of bottling and distribution activities under a single parent company. Under our current structure, CCIis responsible for production of beverages and CCSD is responsible for sales and distribution of the beverages.In April 2005, E. Özgörkey İçecek Yatırımı A.Ş. sold its interest in CCI to Anadolu Efes and CCSD in equal parts, andit sold its interest in CCSD to Anadolu Efes.We expanded our bottling operations beyond Turkey with the acquisition from Anadolu Efes of a 51.87% interest inEfes Invest on November 14, 2005 for consideration of YTL196.0 million. Subsequent to the acquisition, we extended amandatory call to all remaining shareholders in accordance with CMB requirements. As a result of the mandatory call, weacquired an additional 35.76% of the shares of Efes Invest for aggregate consideration of YTL135.2 million, increasing our totalinterest in Efes Invest to 87.63%. The purchase of Efes Invest was financed as follows: (i) YTL196.0 million through a sharecapital increase in which Anadolu Efes was the sole participant; (ii) YTL125.5 million through bank borrowings; and(iii) YTL9.7 million through cash from operations. Following the completion of the capital increase, Anadolu Efes holdsapproximately 51.2% of our shares.Following the completion of this offering, we intend to merge with Efes Invest. Our boards of directors unanimouslydecided to propose to our shareholders that in connection with the preparations for the merger, the ratios of the following beconsidered while determining the merger ratio: (i) the value ascribed to Efes Invest shares in CCI's acquisition of Anadolu Efes'sstake in Efes Invest, and (ii) the value ascribed to CCI at the time of the share capital increase referred to above, in addition tothe value arising from CCI's acquisition of Anadolu Efes's stake in Efes Invest and the acquisition of Efes Invest shares in themandatory call. In connection with the merger, we expect to issue additional Class C Shares. The terms of the merger will besubject to the approval of the shareholders of CCI and Efes Invest and the CMB. If the merger is completed and registered withthe Istanbul Trade Registry, CCI will be the successor entity of Efes Invest and will assume all of its rights and obligations. Inconnection with the merger, we intend to apply to delist the Efes Invest shares from the Istanbul Stock Exchange and the LondonStock Exchange.On December 29, 2005, our subsidiary Efes Invest Holland B.V. acquired from an indirect subsidiary of The Coca-Cola Company, a 90% interest in CC Jordan for approximately $6.4 million. The remaining 10% of the shares of CC Jordan areheld by an indirect subsidiary of The Coca-Cola Company.In March 2006, we acquired a private natural source water company, Mahmudiye Kaynak Suyu Ambalaj İşletmecilişiAmbalaj Plastik Gıda Nakliyat Pazarlama Sanayi ve Ticaret Ltd. Şti ("Mahmudiye"), which holds the exclusive extraction rightsto a natural water source, for approximately $8.0 million, subject to post-closing adjustments.Business SegmentsOur operations are divided into two business segments, (i) operations in Turkey and (ii) international operations. Theseoperations are supported by centralized functions at our headquarters in Istanbul. On a pro forma basis, our operations in Turkeyaccounted for YTL1,171.4 million (88.1% of total net sales) in 2005 and 86.4% of total unit case sales volume in 2005. See"Unaudited Pro Forma Consolidated Financial Information."Factors Influencing Alcohol-Free Beverage Consumption in our MarketsIn all of our markets, there are several key factors that influence alcohol-free beverage consumption and, as a result, ourfinancial performance:

Population and Demographic StructureWith a population of 73.3 million people in 2005, Turkey is estimated to rank as the third most populous country inEurope, following Russia and Germany. (Source: Economist Intelligence Unit) The annual population growth rate is estimatedto be 1% until 2020. (Source: State Planning Organization) As of 2004, approximately 47% of Turkey's population was 25 yearsold or less. (Source: SIS)Kazakhstan, Azerbaijan, Jordan and Kyrgyzstan have a combined population of approximately 34.0 million. Weconsider Kazakhstan and Azerbaijan to be relatively slow population growth countries, and we consider Jordan and Kyrgyzstanto be relatively fast population growth countries. Furthermore, each of these countries has a large proportion of young people, asshown in the table below:AnnualPopulationGrowth RatePercentage ofPopulation under 15Years Old2005 Population(in millions)Kazakhstan....................................................................................... 15.2 0.9% 23.7%Azerbaijan ........................................................................................ 8.4 0.8% 26.4%Jordan ............................................................................................... 5.8 2.7% 34.5%Kyrgyzstan ....................................................................................... 5.2 1.0% 31.6%Source: Economist Intelligence Unit, CIA World FactbookEconomyAlcohol-free beverage consumption in Turkey generally does not decline during economically stagnant periods, butrather shifts toward relatively less expensive products. (Source: Canadean) As is the case in most other consumer industries inTurkey, the growth trend in the Turkish economy since 2002 and the decreasing inflation rate have had a positive impact on thealcohol-free beverages industry, particularly for ready-to-drink alcohol-free beverages. (Source: Canadean). The per capita GDPin Turkey grew from $2,918 in 2000 to $4,893 in 2005, which represents an 11% compound annual growth rate over the period.(Source: Economist Intelligence Unit)The per capita GDP in Kazakhstan grew from $1,228 in 2000 to $2,713 in 2004 and reached $3,688 in 2005, whichrepresents a 24.5% compound annual growth rate over the period. In Azerbaijan, the per capita GDP grew from $654 in 2000 to$1,024 in 2004 and reached $1,458 in 2005, which represents a 17.4% compound annual growth rate over the period. The percapita GDP in Jordan grew from $1,676 in 2000 to $1,936 in 2004 and reached $2,104 in 2005, which represents a 4.7%compound annual growth rate over the period. The per capita GDP in Kyrgyzstan grew from $286 in 2000 to $431 in 2004 andreached $465 in 2005, which represents a 10.8% compound annual growth rate over the period. (Source: Economist IntelligenceUnit)TourismAlcohol-free beverage sales tend to increase between May and September in tourist areas in Turkey. Approximately17.5 million tourists visited Turkey in 2004 and 21.1 million in 2005, and Turkey is among the top 20 countries in the world interms of the number of tourists and tourism revenues. (Source: Ministry of Tourism) Despite the war in Iraq, the number oftourists in Turkey increased by 5.3% and 20.4% in 2003 and 2004, respectively. (Source: World Tourism Organization) Tourismdoes not have a significant impact on consumption in our markets outside of Turkey.SeasonalityAn additional characteristic of the alcohol-free beverage industry in the countries in which we operate is seasonality,with consumption increasing during periods of higher temperatures and during Ramadan when people tend to spend more onprivate consumption. The fact that summers are hot in most of our markets results in substantially higher alcohol-free beverageconsumption during the summer months compared to the winter months.Consumption Per Capita

The following table compares the per capita consumption in 2004 of all ready-to-drink beverages (excluding milk andmilk-based drinks) and CSDs, as well as the per capita GDP in 2004, of the countries indicated. The countries shown below havebeen selected either because of their geographic proximity to our markets or because they have similar GDP levels. We believethat increasing GDP levels are an indicator of increasing CSD consumption. In addition, the United States has been included forthe sake of comparison, as it has the largest CSD consumption per capita for these beverages. Consumption data for Azerbaijanand Kyrgyzstan have not been included because such information is not available to us from independent third party sources.2004Per CapitaReady-to-DrinkConsumption (1)(2) 2004Per CapitaCSDConsumption (1) 2004ApproximatePer Capita GDP (3)(in liters) (in liters) (in U.S. dollars)Mexico......................................................................................... 377 151 6,445United States ............................................................................... 360 184 10,050Spain............................................................................................ 276 99 24,590Germany...................................................................................... 271 82 33,350Italy.............................................................................................. 269 51 28,910Hungary....................................................................................... 185 70 10,000Greece ......................................................................................... 159 57 18,720Bulgaria....................................................................................... 136 61 3,126Poland.......................................................................................... 133 40 6,344Turkey ......................................................................................... 129 34 4,170Jordan (4) ....................................................................................... 106 32 1,967Kazakhstan.................................................................................. 79 25 2,713Russia .......................................................................................... 67 32 5,341(1) Source: Canadean, except for Jordan.(2) Excluding milk and milk-based drinks.(3) Source: Economist Intelligence Unit.(4) Source: IMES.With a consumption level of ready-to-drink beverages (excluding milk and milk-based drinks) of 129 liters per personin 2004 and 137 liters per person in 2005, Turkey ranks below EU member states in the Mediterranean such as Italy, Greece andSpain. In the CSD category, Turkey also ranks lower than these EU member states, with a per capita CSD consumption of34 liters in 2004. While Jordan's per capita CSD consumption is similar to Turkey's, Kazakhstan ranks lower than Turkey, with aper capita CSD consumption of 25 liters in 2004. We estimate that per capita CSD consumption in Azerbaijan is lower than thatin Kazakhstan and that per capita CSD consumption in Kyrgyzstan is significantly lower than in both of these markets.Operations in TurkeyThe Turkish Alcohol-Free Beverages IndustryWe classify CSDs in Turkey into cola drinks, gazoz (a carbonated cream soda) and other flavored carbonated drinks.We classify NCBs into the following segments in Turkey:• fruit juices, nectars and fruit-flavored drinks• iced tea• iced coffee• sports drinks• energy drinks• bottled water

• HOD water• ayran (a yoghurt drink)• milk and milk-based drinks• hot beverages (including tea and coffee)• drinks prepared from powders and concentratesAll alcohol-free beverages, excluding hot beverages and drinks prepared from powders and concentrates, are alsoreferred to as "ready-to-drink beverages." In Turkey, beverage industry participants often exclude milk and milk-based drinksfrom their analyses because milk is used for cooking and other purposes in addition to being a beverage. Ayran, on the otherhand, is considered to be a beverage competing with other NCBs in Turkey and is therefore included in these analyses.The following table shows the development of per capita alcohol-free beverage consumption in Turkey over theperiods indicated:2005 2004 2003 2002 2001(in liters)CSDs .......................................................................................................................... 36.7 34.3 28.1 25.5 25.3Fruit juices, nectars and fruit-flavored drinks ........................................................... 6.9 6.4 5.5 5.2 5.3Iced tea ....................................................................................................................... 0.3 0.3 0.3 0.2 0.1Iced coffee.................................................................................................................. 0.01 0.2 0.1 — —Sports drinks .............................................................................................................. 0.04 0.1 0.04 0.01 0.01Energy drinks............................................................................................................. 0.01 0.1 0.04 0.03 0.04Bottled water.............................................................................................................. 20.2 17.2 15.3 14.9 15.0HOD water ................................................................................................................. 75.1 71.2 66.7 64.4 59.3Ayran.......................................................................................................................... 10.8 10.8 10.9 11.0 11.1Ready-to-drink beverages (excluding milk and milk-based drinks) ........................ 150.0 140.4 126.9 121.2 116.2Milk and milk-based drinks....................................................................................... 10.5 9.2 8.2 7.7 7.1Hot beverages............................................................................................................. 192.0 192.8 193.2 193.4 193.9Drinks from powders and concentrates..................................................................... 2.3 2.1 2.2 2.3 2.6Total alcohol-free beverages...................................................................................... 354.8 344.5 330.5 324.6 319.8Source: Canadean.The following table shows the development of total alcohol-free beverage consumption in Turkey over the periodsindicated:2005 2004 2003 2002 2001(in billions of liters)Ready-to-drink beverages (excluding milk and milk-based drinks) ................................... 10.5 9.85 8.79 8.28 7.83Total alcohol-free beverages................................................................................................. 25.2 24.1 22.8 22.1 21.5ProductsSource: Canadean.We are the leading bottler and distributor of CSDs and NCBs in Turkey based on sales volume, with a 59.2%, 59.4%and 63.3% share of the CSD category and a 43.7%, 42.8% and 43.5% share of total ready-to-drink alcohol-free beverages(excluding milk and milk-based drinks) for 2003, 2004 and 2005, respectively. We intend to continue to manage our existingrange of CSDs and NCBs, as well as introducing new brands and packages into the Turkish market. Our strong sales andmarketing, production, and distribution capabilities enable us to rapidly bring new products to market and enhance our share ofthe CSD category.We do not produce, sell or distribute in Turkey our own brands or products from other companies unaffiliated with TheCoca-Cola Company. We also do not distribute outside of Turkey any products produced in our Turkish plants; however, we

have received special authorization under our bottler's agreement to sell products to a subsidiary of The Coca-Cola Company inTurkey for resale in the Turkish Republic of Northern Cyprus, as well as to distributors reselling into Iraq. See "—InternationalOperations—Iraq."The following table sets forth all of the brands we currently produce, sell and distribute in Turkey, their year ofintroduction in Turkey and the flavors in which they are currently offered:BrandCSDsCoca-Cola......................................................................Year ofIntroduction1964Flavors/TypesCoca-Cola light ............................................................. 1986Fanta.............................................................................. 1985 Orange, LemonSprite ............................................................................. 1987Schweppes.....................................................................Sen Sun.......................................................................... 1971NCBs1990 (1) Bitter Lemon, Mandarin, Tonic, Soda Water, MelonOrange, Peach, Apricot, Sour Cherry, Multifruit,100% Tomato, 100% Apple, 100% Orange, 100%Citrus Mix, TropicCappy ............................................................................ 1994Turkuaz ......................................................................... 2001 Bottled WaterTurkuaz ......................................................................... 2003 HODNestea............................................................................ 2002 Lemon, Peach, Lemon light, Peach light, BlackberryPowerade....................................................................... 2002 Ice Blast, Citrus Charge, Sun RushBurn............................................................................... 2003Nescafé Xpress.............................................................. 2005 Choco, Vanilla, White(1) Relaunch.Our core brands in Turkey are Coca-Cola, Coca-Cola light, Fanta, Sprite, Cappy and Turkuaz, which togetheraccounted for 94.4%, 95.0% and 96.3% of our total unit case sales volume in 2003, 2004 and 2005, respectively. CSDs continueto represent a high proportion of our sales volume in Turkey, although our NCB sales volumes have grown as we continue toexpand our offering. In 2003, 2004 and 2005, CSDs represented 82.7%, 83.8% and 84.9%, respectively, and NCBs represented17.3%, 16.2% and 15.1%, respectively, of our total unit case sales volume.The following table sets forth our unit case sales volume and unit case sales volume as a percentage of our total salesvolume for the products offered in Turkey in those periods:2005 2004 2003% of Total% of TotalUnit Case Unit Case Unit Case Unit CaseVolume Sales Volume Volume Sales Volume% of TotalUnit CaseVolumeUnit CaseSales Volume(in millions) (in millions) (in millions)Coca-Cola.................... 194.9 62.5 170.2 61.8 132.4 59.6Other CSDs ................. 69.9 22.4 60.7 22.0 51.2 23.1NCBs (inc. water) ....... 47.1 15.1 44.5 16.2 38.5 17.3Total ............................ 311.9 100.0 275.4 100.0 222.1 100.0CSDsThe table below provides the total consumption in the CSD category in Turkey for the periods indicated:2005 2004 2003 2002 2001(in millions of liters)Consumption........................................................................................ 2,611.0 2,408.0 1,944.0 1,743.4 1,707.9Source: Canadean.CSD consumption in Turkey decreased between 1999 and 2001, partially as a result of the downturn in the Turkisheconomy and natural disasters, and remained relatively flat in 2002. However, the CSD category grew by 11.5% in 2003, 23.9%

in 2004 and 8.4% in 2005, with particularly strong growth in the cola drinks segment. Most of the growth occurred in the firsthalf of 2004, following the Ülker Group's launch of Cola Turka in July 2003 (which was accompanied by increased marketingspending in Turkey by the Ülker Group as well as other participants in the category) and the positive economic developmentsthat began in the second half of 2003. (Source: Canadean)Our approach to the CSD category is to sustain volume and value growth through (i) increasing the availability of ourproducts; (ii) consistent consumer communications across all media; (iii) effective segment-based pricing and packaging; and(iv) maintaining our presence across the range of CSDs to enhance revenues from consumers at all income levels.The following table sets forth our unit case sales volume and unit case sales volume as a percentage of our total salesvolume for Coca-Cola and our other CSDs in those periods:2005 2004 2003% of Total% of TotalUnit Case Unit Case Unit Case Unit CaseVolume Sales Volume Volume Sales Volume% of TotalUnit CaseVolumeUnit CaseSales Volume(in millions) (in millions) (in millions)Coca-Cola.................... 194.9 62.5 170.2 61.8 132.5 59.7Other CSDs ................. 69.9 22.4 60.7 22.0 51.2 23.1CSDs total ................... 264.8 84.9 230.9 83.8 183.7 82.8Our leading CSDs in Turkey are Coca-Cola and Fanta. The Coca-Cola brand demonstrated compound annual unit casesales volume growth of approximately 14% over the period from 2003 to 2005. Other key brands in the CSD category are Coca-Cola light, Sprite, Schweppes and Sen Sun, our gazoz brand. Sen Sun, a product targeting lower income groups, allows us tobuild revenue from more price-sensitive consumers. We intend to continue our efforts to increase consumption of CSDs inTurkey in general, as well as developing campaigns surrounding the launch of new flavors.The table below shows the major participants in the CSD category in Turkey:Cola DrinksOther FlavoredGazoz Carbonated DrinksFantaCCI ........................................................................................Coca-ColaCoca-Cola light Sen SunSchweppesSpritePepsi Bottling Group ............................................................ Pepsi Cola Fruko YedigünPepsi Twist Fruko Nefiss Seven UpPepsi Light Fruko Nane Pepsi GoldPepsi BluePepsi CappucinoÜlker Group .......................................................................... Cola Turka Çamlıca SunnyCola Turka Light Çamlıca Light LinkUludağ................................................................................... Uludağ Uludağ UludağUludağ LightOur share of the CSD category was 59.3%, 59.4% and 63.3% for the years ended December 31, 2003, 2004 and 2005,respectively, and 66.4% for the first three months of 2006, based on sales volumes. CCI is followed by the Pepsi Bottling Groupand the Ülker Group, which purchased the Çamlıca brand in 2002 and launched the Cola Turka brand in July 2003. Uludağ is anational brand that remains popular particularly in the gazoz and other flavored carbonated drinks segments.NCBsNoncarbonated beverages continue to grow in Turkey, with new products being brought to market on a regular basis.Recent years have seen the relative importance of NCBs grow in our range of beverages offered in Turkey. This is partlyattributable to changing consumer preferences as well as our increased emphasis offering a wider variety of alcohol-freebeverages. Our NCB range of beverages includes fruit juices, nectars, iced tea, iced coffee, sports drinks, energy drinks andwater.In 2003, 2004 and 2005, NCBs accounted for approximately 17.3%, 16.2% and 15.8% respectively, of our total unitcase sales volume in Turkey. The following table sets forth our unit case sales volume and unit case sales volume as apercentage of our total sales volume for our NCBs in those periods:

2005 2004 2003Unit CaseSales Volume% of TotalUnit CaseVolumeUnit CaseSales Volume% of TotalUnit CaseVolumeUnit CaseSales Volume(in millions) (in millions) (in millions)% of TotalUnit CaseVolumeNCBs (excludingwater)........................ 17.6 5.7 15.2 5.5 12.2 5.5Turkuaz ....................... 29.5 10.1 29.4 10.7 26.2 11.9Bottled water (1) ............ 16.1 5.9 15.1 5.5 19.7 8.9HOD water (2) ............... 13.4 4.2 14.3 5.2 6.5 2.9NCBs total................... 47.1 15.8 44.6 16.2 38.4 17.2(1) Introduced in second quarter 2001.(2) Introduced in second quarter 2003.Fruit Juice and Nectars. The Foodstuffs Regulation of the Turkish Standards Institute classifies fruit drinks asfollows:• fruit juices are drinks produced from 100% fruit juice without any additives;• nectars are drinks containing at least 25% fruit juice; and• fruit-flavored drinks are drinks containing at least 15% fruit juice.The table below provides the total consumption in the fruit juices and nectars segment in Turkey for the periodsindicated:2005 2004 2003 2002 2001(in millions of liters)Consumption.............................................................................................................. 336.0 278.0 216.6 201.1 211.9Source: Canadean.Consumption in this segment remains low in Turkey relative to other European countries, possibly as a result of theabundance of fresh fruits available year-round in Turkey. Principally as a result of the Turkish economic crisis of 2001, overallconsumption of fruit juices and nectars decreased between 2000 and 2002. Consumption levels recovered to their pre-crisis levelby 2003, followed by 28.3% growth in 2004 and 20.9% growth in 2005 partially as a result of new product and flavor launchesbetween 2003 and 2005, as well as the increase in consumer confidence and purchasing power. (Source: Canadean)Our brand in the fruit juice and nectar segment is Cappy, which was the leading brand in this segment in Turkey in thefirst nine months of 2005. Cappy is a premium brand aimed at middle- and higher-income consumers. We have made efforts todifferentiate Cappy from other brands in the segment and to strengthen the brand by improving its packaging and by introducingnew flavors, including an apricot mix flavor in 2003, a tropic flavor and a 100% tomato juice, 100% apple juice in 2005 and a100% citrus mix in February 2006.Our core strategy in the fruit juice and nectar segment is to continue to build on our position by introducing new flavorsand innovative packages. Our share of this segment was 24.3% 22.9% and 27.2% for 2003, 2004 and 2005 respectively, and28.7% for the first three months of 2006, based on sales volumes.The following table shows the major participants in the fruit juice and nectars segment in Turkey:Fruit Juices NectarsCCI ............................................................................................................................................... Cappy CappyAroma........................................................................................................................................... Aroma Aroma MeyözDimes ........................................................................................................................................... Dimes DimesDimes ExtraDimesMeyMaxGıdaSA......................................................................................................................................... — Piyale

Tat................................................................................................................................................. — SekFidanPınar ............................................................................................................................................. Pınar PınarTamek........................................................................................................................................... Tamek TamekTamek PlusÜlker............................................................................................................................................. — İçimIced Tea, Iced Coffee, Energy Drinks and Sports Drinks. The table below provides the total consumption in the icedtea, energy drinks and sports drinks segments in Turkey for the periods indicated:2005 2004 2003 2002 2001(in millions of liters)Iced tea .................................................................................................................................. 22.5 19.5 18.5 14.5 8.7Iced coffee............................................................................................................................. 0.9 0.2 0.1 — —Energy drinks........................................................................................................................ 4.7 5.2 3.0 2.0 2.9Sports drinks ......................................................................................................................... 3.2 4.0 2.5 0.9 0.7Source: Canadean.Iced tea consumption increased by 5.4% in 2004 compared to 27.6% in 2003. The slowing trend in 2004 followed adecrease in investment by Lipton. Both Lipton and Nestea launched new drinks and increased their marketing expenditure in2005. In 2005, iced tea sales volume increased by 15.4%. Iced coffee is a small but growing beverage segment that doubled itsvolume in 2004 compared to 2003. In 2005, iced coffee sales volume increased to 0.9 million liters with a growth of 350%compared to 2004. Energy drinks volume increased by 73% in 2004 as both Burn and Red Bull were the subject of marketingcampaigns during the year. In 2005, energy drinks sales decreased by 9.6% due to the ban on the sale of energy drinks. See "—Legal Proceedings." Sports drinks volume increased by approximately 60% in 2004 and decreased by 20% in 2005 largely dueto supply issues. (Source: Canadean)We have expanded our noncarbonated range of products in recent years to reach consumers who prefer to drink newbeverage alternatives. We re-launched our iced tea, Nestea, in May 2002, launched our sports drink, Powerade, in June 2002 andlaunched our energy drink, Burn, in June 2003. We launched Nescafé Xpress iced coffee drinks in three flavors in April 2005.Iced teas, iced coffees, energy drinks and sports drinks generally have both a higher growth trend and higher margins than CSDsand are targeted primarily at young and urban consumers in the middle- and higher-income ranges. Our strategy going forward isto build availability through expanded distribution, to build brand preference through sampling and visibility programs and tolaunch new flavors and varieties.The following table shows the major participants in the iced tea, iced coffee, energy drinks and sports drinks segmentsin Turkey:Iced Tea Iced Coffee Energy Drinks Sports DrinksCCI .................................................... Nestea Nescafé Xpress Burn PoweradePepsi Bottling Group ........................ Lipton — — GatoradeRed Bull ............................................ — — Red Bull —Tuborg............................................... — — Battery —Uludağ............................................... Uludağ — Deep —Others ................................................ — Birdy, Master CafeBuzzer, Lion Club,Power Ball, RedDragon, Red Zone,SharkIsostar, Sport MaxThe two major iced tea brands, Nestea and Lipton, have by far the largest share. We had a share in this segment of22.7% in 2003, 24.6% in 2004, 23.3% in 2005 and 17.3% in the first three months of 2006.Nescafé Xpress was launched in April 2005 and reached a market share of 55.5% by December 31, 2005. (Source:Canadean) We purchase Nescafé Xpress from The Coca-Cola Company, which imports the products into Turkey.In the energy drinks segment, we had a share of 46.7% in 2003, 35.1% in 2004, 38.0% in 2005 and 31.5% in the firstthree months of 2006.

The sports drinks segment is a relatively new one in Turkey. Powerade was launched by CCI in June 2002. Gatoradewas launched by the Pepsi Bottling Group in March 2003. In the sports drinks segment, we had a share of 87.5% in 2003, 88.4%in 2004, 94.7% in 2005 and 94.3% in the first three months of 2006.Water. The bottled and HOD water segments continue to be highly fragmented in Turkey, characterized by low brandloyalty and high price sensitivity among consumers. We do not currently participate in the sparkling water segment in Turkey.Bottled Water. The table below provides the total consumption in the bottled water segment in Turkey for the periodsindicated:2005 2004 2003 2002 2001(in millions of liters)Consumption........................................................................................ 1,437.0 1,207.0 1,060.0 1,015.0 1,010.0Source: Canadean.Bottled water in Turkey enjoyed strong growth in the 1990s, primarily as a result of the poor quality of tap water inmost urban areas. Compared to the CSD category and the fruit juice and nectar segment, the 2001 economic crisis in Turkey hadlittle impact on bottled water sales. Total sales volume remained relatively stable in 2001 and 2002 and increased by 4.4%,13.9% and 19.1% in 2003, 2004 and 2005, respectively. The primary influence on bottled water consumption in the past fewyears has been competition from HOD water. (Source: Canadean)We introduced our line of Turkuaz bottled water in May 2001, and it reached a leading position in 2002. In 2003, weincreased our share to 14.6% and expanded our offering of Turkuaz by introducing a 1.5 liter bottle size. In 2004, due tonegative publicity by our source water competitors regarding processed drinking water, which negatively affected consumerpreference, as well as our own efforts to increase margins, our share fell to 10.0% for 2004 and 7.1% in 2005. Our share for thefirst three months of 2006 was 3.6%.The bottled water segment includes noncarbonated source water and processed drinking water. The following tableshows the major participants in the bottled water segment in Turkey:Source WaterProcessed Drinking WaterCCI .................................................................... — TurkuazDanone .............................................................. Hayat, Flora —Erikli.................................................................. Erikli —Koç Holding...................................................... Tat Kabalak —Nestle................................................................. Pure Life —Pepsi Bottling Group ........................................ — AquafinaPınar ..................................................................Pınar Madran, Şaşal,Yaşam Pınarım —Sabancı Holding................................................ Saka —Yimpaş Holding................................................ Aytaç —HOD Water. The table below provides the total consumption in the HOD water segment in Turkey for the periodsindicated:2005 2004 2003 2002 2001(in millions of liters)Consumption........................................................................................ 5,350.0 5,000.0 4,620.0 4,400.0 4,000.0Source: Canadean.The availability of HOD water has become more widespread in recent years, and industry-wide consumption in thesegment in Turkey grew at a compound annual growth rate of approximately 7.5% between 2001 and 2005. The increase inHOD water consumption can be partially attributed to the growing reliance on HOD water rather than tap water in urbanhouseholds, as well as to the fact that HOD water is more economical than bottled water on a volume basis. Demand for HODwater is expected to grow rapidly in Turkey. Istanbul is estimated to account for half of national demand, with most of thevolume growth coming from major urban areas such as İzmir, Ankara and Antalya. (Source: Canadean)

The market for home and office delivery of water is growing rapidly in Turkey. In May 2003, we launched our line ofTurkuaz HOD water with a 19-liter refillable proprietary container, initially targeting the HOD delivery market in Istanbul.Since its launch, we have expanded our delivery of HOD water to the Thrace and Bursa regions. In 2003, we sold 6.5 millionunit cases to over 100,000 households and offices. In 2004, our HOD sales increased to 14.3 million unit cases. In 2005, ourHOD sales decreased to 13.4 million unit cases due to the negative publicity regarding processed drinking water.Our strategy is to work with The Coca-Cola Company to introduce a natural source water in the Turkish market, inaddition to continuing to market our Turkuaz processed water. In March 2006, we acquired Mahmudiye, a private natural sourcewater company that holds the exclusive extraction rights to a natural water source. We intend to sell this source water initially inthe HOD market under the "Doğazen" brand name, which is owned by The Coca-Cola Company.The HOD water segment is highly fragmented in Turkey. The following table shows the major participants in the HODwater segment in Turkey:CCI .......................................................................................................................................................Danone .................................................................................................................................................Koç Holding.........................................................................................................................................Pınar .....................................................................................................................................................Nestle....................................................................................................................................................Sabancı Holding...................................................................................................................................Erikli.....................................................................................................................................................Others ...................................................................................................................................................HOD Water BrandTurkuazFlora, HayatTat KabalakPınar MadranPure LifeSakaErikli, GümüşGüvenpınar, Hamidiye,Karsu, Kavacık, Koçbey,LidoCustomersWe have approximately 248,000 customers in Turkey, including approximately 174,000 future consumption customersand 74,000 immediate consumption customers. In 2003, 2004 and 2005, our top ten customers (measured by unit case salesvolume), excluding distributors, accounted for 15.1%, 14.0%, and 13.7%, respectively, of our total unit case sales volume, andour top three customers accounted for 7.7%, 7.2% and 6.5%, respectively, of our total unit case sales volume.DistributionOur distribution network in Turkey services our customers through our direct distribution system and throughindependent distributors. We endeavor to use the most cost-efficient method of delivery for each customer. Most deliveries,whether made directly or through independent distributors, are made using Coca-Cola branded vehicles. As of December 31,2005, there were 2,125 Coca-Cola branded vehicles in Turkey (of which 889 were in our fleet and the remainder were owned orleased by independent distributors). Our distribution network reached approximately 86.0% of all future consumption outlets inTurkey in 2004 and approximately 88.0% in 2005. (Source: Nielsen) No similar independent information is available withrespect to immediate consumption outlets.Direct DistributionWe use direct distribution in Turkey primarily for key accounts such as hypermarkets, supermarkets and fast foodrestaurants. Direct distribution accounted for 37.1%, 34.7% and 31.3% of total sales volume in 2003, 2004 and 2005,respectively.Since 2000, we have been reducing our vehicle fleet as we shift our focus to indirect distribution for lower volumeaccounts. In addition, we have begun outsourcing direct distribution to transportation logistics firms. The table below shows thedevelopment of our vehicle fleet in recent years:As of December 31,2003 2004 2005Autos ............................................................................................................................................................ 724 830 904Trucks and trailers........................................................................................................................................ 166 161 75Scooters........................................................................................................................................................ 31 22 23Total ............................................................................................................................................................. 921 1,013 1,002

Indirect DistributionIn addition to direct distribution, we increasingly sell products indirectly through distributors. As of December 31,2005, we were using a total of 359 distributors in Turkey, plus an additional 150 distributors for our HOD water. Our team ofdistributor advisors is responsible for transferring our know-how and processes to our exclusive distributors, providing extensivetraining and support to distributor owners and personnel to ensure that they meet our delivery and merchandising standards. Wework with our non-HOD distributors using either a conventional distribution system or a hybrid distribution system.Conventional System. Under the conventional distribution system, the independent distributors take orders fromcustomers. We sell the ordered products to the distributors, which are responsible for warehousing and delivering the products,as well as collecting amounts due from their customers. This method of distribution is becoming increasingly significant for usand accounted for 48.5%, 49.3% and 52.7% of our total sales volume in 2003, 2004 and 2005, respectively.Hybrid System. In a hybrid distribution system, we are responsible for calling on customers and taking orders. We sellthe ordered products to the distributors, which are responsible for warehousing and delivering the products, as well as collectingamounts due from their customers. This method of distribution accounted for 12.0%, 12.0% and 12.2% of our total sales volumein 2003, 2004 and 2005, respectively.HOD Distribution. We operate a call center for our HOD customers to place orders. We have built a distributionnetwork for our HOD water business by entering into exclusive arrangements with established HOD distributors. Orders aretransmitted from our call center to the appropriate distributor using mobile communications, and delivery to a customer typicallyis made within 1.5 hours from the time the order was placed by the customer. HOD distribution accounted for 3.0%, 5.3% and4.3% of our total sales volume in 2003, 2004 and 2005.International OperationsWe expanded our international operations to Kazakhstan, Azerbaijan, Jordan and Kyrgyzstan with the acquisition of acontrolling interest in Efes Invest and CC Jordan in the fourth quarter of 2005. In addition, we are party to a joint venture thathas the exclusive distribution rights in Iraq and has the option to become the sole Coca-Cola bottler in Iraq.We believe that Kazakhstan, Azerbaijan, Jordan and Kyrgyzstan, with a combined population of approximately34.6 million (Source: Economist Intelligence Unit), represent significant growth opportunities because of their currentconsumption rates and demographics. Jordan's per capita CSD consumption is similar to Turkey's with 32 liters whileKazakhstan ranks lower than Turkey, with a per capita CSD consumption of 25 liters in 2004. We estimate that per capita CSDconsumption in Azerbaijan is relatively equal to that in Kazakhstan and that per capita CSD consumption in Kyrgyzstan issignificantly lower than in these markets. In addition, with the exception of bottled water, demand for NCBs in these marketsremains relatively low compared to demand in Turkey. In addition, each of these countries has a large proportion of youngpeople, who typically consume a larger amount of CSD products. We believe that we can increase our sales volumes in thefuture by developing the overall soft drink culture in these countries through our marketing efforts.We consider Kazakhstan and Azerbaijan to be core growth countries for us. Market reforms, political stability and thefavorable pricing of oil and gas have been major contributors toward economic growth in these countries. With their increasinglevels of disposable income, we expect these countries in particular to experience an increase in consumption of CSDs and ashift toward premium branded products. Our strategy in these countries is to (i) increase our market penetration throughexecuting a more sophisticated channel marketing approach and increasing the availability and attractiveness of our products atthe point of sale; (ii) expand our offering of NCBs; and (iii) introduce new packages. In Kyrgyzstan, a more economicallyconstrained market, we intend to focus on increasing the overall market size through the restructuring of our sales anddistribution systems and the introduction of affordable packages. In Jordan, we plan to leverage our experience in our othermarkets and make the necessary investments to improve our volumes and share, including introducing PET and other attractivepackages.Kazakhstan, Azerbaijan, Jordan and Kyrgyzstan are exposed to greater economic and political volatility and have alower per capita GDP than Turkey. As a result, consumer demand in these countries is more price sensitive, making theaffordability of our products even more important in these markets. The pricing strategy in these countries has been based on anumber of factors in addition to economic indicators, including pricing of competing products, the penetration of competingproducts in the market and brand loyalty. In addition, The Coca-Cola Company's contractual right to set the concentrate pricesfor the bottlers in these countries and to set the maximum prices these bottlers may charge for their products affects pricingdecisions.

In general, these countries have a relatively less developed distribution structure and a fragmented retail sector thatemphasizes small retailers. The bottlers in these countries have focused on tailoring their distribution systems to the local marketthrough a combination of direct delivery and independent distributors. Having a direct delivery system provides a competitiveadvantage by enabling a closer customer relationship and providing greater influence over how products are presented tocustomers. The bottlers in these countries have focused on improving the availability of chilled products by placing coolers inthese markets. In Kazakhstan and Kyrgyzstan, the bottlers also act as distributors of beer products of Anadolu Efes in selectedcities.The leading CSDs in each of these markets are Coca-Cola and Fanta, followed by Sprite and Coca-Cola light. EfesInvest sold 28.0, 40.0 and 49.3 million unit cases of CSDs, NCBs and beer in these countries (excluding Jordan) in 2003, 2004and 2005, leading to net sales of $58.7 million (YTL78.6 million), $90.3 million (YTL121.2 million) and $118.5 million(YTL158.9 million) in those periods. In 2005, CSDs accounted for 77.8% of total unit case sales volumes, NCBs (includingbottled water) accounted for 16.5%, and sales of Anadolu Efes brands accounted for the remaining portion.The following table sets forth Efes Invest's consolidated unit case sales volume and unit case sales volume as apercentage of its total sales volume for the products offered in those periods. The table below does not include sales volumes inJordan over the periods.2005 2004 2003% of Total% of TotalUnit Case Unit Case Unit Case Unit CaseVolume Sales Volume Volume Sales Volume% of TotalUnit CaseVolumeUnit CaseSales Volume(in millions) (in millions) (in millions)Coca-Cola.................... 17.7 35.8 15.3 38.2 11.4 40.6Other CSDs ................. 20.7 42.0 16.7 41.7 11.8 42.3NCBs........................... 8.1 16.5 5.7 14.2 2.7 9.7Beer (1) .......................... 2.8 5.7 2.4 5.9 2.1 7.4Total ............................ 49.3 100.0 40.1 100.0 28.0 100.0(1) Distributed pursuant to an agreement with a subsidiary of Anadolu Efes and based on a written consent from The Coca-Cola Company which is renewed annually.KazakhstanAlcohol-Free Beverage Consumption in KazakhstanThe following table shows the development of per capita alcohol-free beverage consumption in Kazakhstan over theperiods indicated:2004 2003 2002(in liters)CSDs ................................................................................................................................................................ 25.0 20.0 16.5Bottled water.................................................................................................................................................... 40.9 27.9 18.2HOD water ....................................................................................................................................................... 0.8 0.4 0.3Juices, nectars and juice drinks........................................................................................................................ 11.9 8.4 6.2Energy drinks................................................................................................................................................... 0.1 0.1 0.1Iced tea ............................................................................................................................................................. 0.4 0.4 0.1Source: Canadean.We believe that Kazakhstan offers significant growth potential for CC Kazakhstan's business. The country has apopulation of approximately 15.2 million, of which approximately 24% are under 15 years old. (Source: Economist IntelligenceUnit; CIA World Factbook) The per capita GDP in the country grew from $1,228 in 2000 to $2,713 in 2004 and reached $3,688in 2005, which represents a 24.5% compound annual growth rate over the period. (Source: Economist Intelligence Unit). Weestimate that our own CSD sales per capita grew from 5.2 liters in 2003 to 8.3 liters in 2005.Products

CC Kazakhstan was established in 1995 and became the first producer of products of The Coca-Cola Company inKazakhstan in 1996. The following table sets forth all of the alcohol-free brands that CC Kazakhstan currently produces, sellsand distributes, their year of introduction in Kazakhstan and the flavors in which they are currently offered:Year ofIntroductionBrandCSDsCoca-Cola................................................................ 1995Coca-Cola light ....................................................... 2001Flavors/TypesFanta........................................................................ 1995 Orange, Exotic, WildberrySprite ....................................................................... 1995Schweppes............................................................... 2005 TonicNCBsPiko (1) .......................................................................Bonaqua ..................................................................Orange, Peach, Apricot, Cherry, Multivitamin,Tomato, Apple, Plum, Grape, Grapefruit,Pineapple20031995 (carbonated)2004 (still) Bottled Water: Carbonated, Still(1) Piko is purchased from a manufacturer authorized by The Coca-Cola Company and distributed by CC Kazakhstan.The following table sets forth CC Kazakhstan's unit case sales volume and unit case sales volume as a percentage of itstotal sales volume for the products offered in those periods:2005 2004 2003% of Total% of TotalUnit Case Unit Case Unit Case Unit CaseVolume Sales Volume Volume Sales Volume% of TotalUnit CaseVolumeUnit CaseSales Volume(in millions) (in millions) (in millions)Coca-Cola.................... 11.5 40.6 9.5 40.2 6.9 41.6Other CSDs ................. 10.6 36.7 9.3 39.3 6.8 45.2NCBs........................... 3.9 13.8 2.8 11.9 1.2 3.0Beer (1) .......................... 2.5 8.9 2.0 8.6 1.7 10.2Total ............................ 28.5 100.0 23.6 100.0 16.6 100.0(1) Distributed pursuant to an agreement with a subsidiary of Anadolu Efes and based on a written consent from The Coca-Cola Company which is renewed annually.

CSDsThe table below provides information with respect to consumption in the CSD category in Kazakhstan for the periodsindicated:2004 2003 2002Consumption (in millions of liters) .......................................................................................................... 402.3 322.0 265.4Consumption per capita (liters) ................................................................................................................ 25.0 20.0 16.5Source: Canadean.Fruit-flavored CSDs make up a large proportion of the CSD consumption in Kazakhstan, partially due to the historicalabsence of Coca-Cola and Pepsi in the market. In the last three years, fruit-flavored CSDs have represented on average 70% ofthe total CSD consumption in Kazakhstan, with colas representing on average 23% of the total. (Source: Canadean)The table below shows the major participants in the CSD category in Kazakhstan:Cola Drinks Other CSDsCC Kazakhstan........................................................................................................................ Coca-Cola FantaCoca-Cola light SpriteResmi Group Bottlers (bottling partner of PepsiCo International)........................................ Pepsi Cola MirindaPepsi Light FiestaPepsi Twist 7UpLibella Bottlers........................................................................................................................ Libella Cola LibellaNatura Bottlers ........................................................................................................................ NaturaOBIS Company....................................................................................................................... Crystal Cola CrystalCC Kazakhstan is the market leader in CSDs in the country, with a share of the CSD category in Kazakhstan of 37.4%,40.4% and 45.4% for the years ended 2003, 2004 and 2005 (Source: Nielsen) The producers of fruit-flavored CSDs are highlyfragmented and, given the geographical size of Kazakhstan, tend to operate on a regional level.WaterThe table below provides information with respect to consumption of bottled water in Kazakhstan for the periodsindicated:2004 2003 2002Consumption (in millions of liters) .......................................................................................................... 658.6 449.9 293.8Consumption per capita (liters) ................................................................................................................ 40.9 27.9 18.2Source: Canadean.The table below shows the major participants in the bottled water category in Kazakhstan:CC Kazakhstan..............................................................................................................................................Resmi Group Bottlers (bottling partner of PepsiCo International)..............................................................OBIS Company.............................................................................................................................................Alex Saryagash Bottlers ...............................................................................................................................Caspian Company.........................................................................................................................................Asem-Ai Company .......................................................................................................................................Raimbek Bottler............................................................................................................................................Vimpex..........................................................................................................................................................Bottled WaterBonaquaAqua MineralCrystalAlex SaryagashVitaAsem-Ai SaryagashJuicyTassayBottled water consumption is higher than CSD consumption in Kazakhstan, and it continues to grow as a result ofheightened awareness of health issues, as well as increased investments by producers and distributors. (Source: Canadean) Thesegment is dominated by local source waters, and there is a strong local preference for source water over processed water.

CC Kazakhstan's share of the bottled water segment was 2.4%, 1.5% and 2.2% for the years ended 2003, 2004 and 2005.(Source: Nielsen).Juices, Nectars and Juice DrinksThe Coca-Cola Company defines fruit drinks as follows:• fruit juices are drinks produced from 100% fruit juice without any additives;• nectars are drinks containing at least 30% fruit juice; and• juice drinks are drinks containing at least 10% fruit juice.The table below provides information with respect to consumption in the juices, nectars and juice drinks category inKazakhstan for the periods indicated:2004 2003 2002Consumption (in millions of liters) .......................................................................................................... 192.1 135.2 100.0Consumption per capita (liters) ................................................................................................................ 11.9 8.4 6.2Source: Canadean.Consumption of juices and nectars has been growing rapidly in Kazakhstan, partially as a result of the expandingproduction and distribution coverage by industry participants. There are large amounts of these products imported from Russiawhich are not covered by Canadean industry research and, therefore, are not reflected in the table above.The table below shows the major participants in the juices, nectars and juice drinks category in Kazakhstan:CC Kazakhstan...............................................................................................................................Resmi Group Bottlers (bottling partner of PepsiCo International)...............................................Libella Bottlers...............................................................................................................................Natura Bottlers ...............................................................................................................................Asem-Ai Company ........................................................................................................................Raimbek Bottler.............................................................................................................................Juices, Nectarsand Still DrinksPikoDadaGracioSolnechnyLibellaNaturaFruitayJuicyAinalainPalmaConsumption of juices, nectars and juice drinks is growing in Kazakhstan. Russian importers, together with localbottlers, continue to be the most significant players in this segment. CC Kazakhstan began competing in this segment in 2003with the introduction of its nectar Piko. Its share of the fruit juices, nectars and juice drinks segment was 7.0%, 5.8% and 7.1%for the years ended 2003, 2004 and 2005. (Source: Nielsen)CustomersAccording to Nielsen, as of December 31, 2005, small stores, kiosks and open markets represented 68%, mediumstores represented 19% and large stores represented 13% CSD industry sales in Kazakhstan. CC Kazakhstan has approximately6,000 customers receiving direct deliveries.DistributionCC Kazakhstan manages the distribution of its products through a combination of direct and indirect distribution.Direct deliveries are made primarily to key accounts and other retail outlets in the large cities of Almaty, Shymkent and Astana.In 2003, 2004 and 2005, direct deliveries accounted for approximately 42%, 43% and 45%, respectively, of CC Kazakhstan'stotal unit case sales volume. Indirect deliveries are made either through a hybrid system, in which CC Kazakhstan salesrepresentatives take orders from customers and the orders are filled by distributors who purchase the products from

CC Kazakhstan, or through a conventional distributor system involving immediate sales. CC Kazakhstan operates throughapproximately 20 distributors in Kazakhstan and has 92 trucks in its own fleet. CC Kazakhstan ships products by train directlyfrom its two plants in Almaty.CC Kazakhstan also distributes Anadolu Efes' beer products in Almaty and Astana based on a written consent from TheCoca-Cola Company which is renewed annually. In 2005, these products accounted for 8.9% of CC Kazakhstan's total unit casesales volumes.CC Kazakhstan's distribution network reached approximately 78% and 79% of all retail outlets in the nine major citiesin Kazakhstan, Almaty, Shymkent, Astana, Pavlodar, Ust Kamenogorsk, Karaganda, Aktyubinsk, Aktau and Atyrau in 2004 and2005, respectively. (Source: Nielsen) CC Kazakhstan is expanding its distribution reach by purchasing additional trucksdedicated to the Caspian Sea region.AzerbaijanCC Azerbaijan became the first producer of products of The Coca-Cola Company in Azerbaijan when it wasestablished in 1996. The following table sets forth all of the brands that CC Azerbaijan currently produces, sells and distributes,their year of introduction in Azerbaijan and the flavors in which they are currently offered:BrandYear ofIntroductionFlavors/TypesCSDsCoca-Cola................................................................ 1996Coca-Cola light ....................................................... 2001Fanta........................................................................ 1996 OrangeSprite ....................................................................... 1996NCBsBonaqua ..................................................................1996 (carbonated)2003 (still) Bottled Water: Carbonated, StillThe following table sets forth CC Azerbaijan's unit case sales volume and unit case sales volume as a percentage of itstotal sales volume for the products offered in those periods:2005 2004 2003% of Total% of TotalUnit Case Unit Case Unit Case Unit CaseVolume Sales Volume Volume Sales Volume% of TotalUnit CaseVolumeUnit CaseSales Volume(in millions) (in millions) (in millions)Coca-Cola.................... 4.8 27.6 4.3 33.4 3.4 39.5Other CSDs ................. 8.8 49.6 5.8 45.6 3.9 44.9NCBs........................... 4.0 22.8 2.7 21.0 1.3 15.6Total ............................ 17.6 100.0 12.8 100.0 8.6 100.0CC Azerbaijan faces competition from PepsiCo International, which has a plant in Azerbaijan, as well as localcompetitors, who actively compete based on pricing. The table below shows the major participants in the industry in Azerbaijan:Cola Drinks Other CSDs Bottled WaterCC Azerbaijan.................................................................................... Coca-Cola Fanta BonaquaCoca-Cola light SpriteMars Overseas PepsiCo (Pepsi Bottling Group)............................... Pepsi-Cola Mirinda Aqua MineralPepsi Light FiestaPepsi Twist7UpTac Company..................................................................................... Tac Gulistan Tac Aqua VitaHayal Company ................................................................................. Hayal HayalShollar Company ............................................................................... ShollarCC Azerbaijan is the market leader in CSDs in the country, with a share of the CSD category in Azerbaijan of 41.7%,45.6% and 50.2% for the years ended 2003, 2004 and 2005 respectively. It is also the market leader in the bottled water segment,with a share of 31.2% and 35.5% for the years ended 2004 and 2005 respectively. (Source: Nielsen)

We believe that Azerbaijan's demographics will support future growth in sales of CSDs. The country has a populationof approximately 8.4 million, of which approximately 27% are under fifteen years old. (Source: Economist Intelligence Unit;CIA World Factbook.) The per capita GDP in the country grew from $654 in 2000 to $1,024 in 2004 and reached $1,458 in2005, which represents a 17.4% compound annual growth rate over the period. (Source: Economist Intelligence Unit) Weestimate that our own CSD sales per capita grew from 5.0 liters in 2003 to 9.2 liters in 2005.According to Nielsen, as of December 31, 2005, small stores and kiosks represented 76%, medium stores represented20% and large stores represented 4% of CSD industry sales in Azerbaijan. CC Azerbaijan has over 4,400 customers receivingdirect deliveries.Distribution in Baku is managed directly by CC Azerbaijan, and it relies on distributors elsewhere in Azerbaijan. In2003, 2004 and 2005, CC Azerbaijan delivered approximately 74%, 75% and 75%, respectively, of its sales volume directly towholesalers and customers in Baku and sold the remainder elsewhere in Azerbaijan through a conventional distributor systeminvolving immediate sales. CC Azerbaijan operates through 44 distributors outside of Baku and has its own fleet of 56 trucks inBaku. CC Azerbaijan intends to invest in additional trucks in 2006.CC Azerbaijan's distribution network reached approximately 94% of all retail outlets in the three largest cities inAzerbaijan, Baku, Sumgait and Ganja, in 2005. (Source: Nielsen)JordanWe acquired a 90% interest in CC Jordan on December 29, 2005. CC Jordan has been bottling products of The Coca-Cola Company in Jordan since 1997, when The Coca-Cola Company acquired the local bottler, which had been operating since1993. The following table sets forth all of the brands that CC Jordan currently produces, sells and distributes, their year ofintroduction in Jordan and the flavors in which they are currently offered:BrandYear ofIntroductionFlavors/TypesCoca-Cola...................................................................... 1993Coca-Cola light ............................................................. 1994Fanta.............................................................................. 1993 Orange, Strawberry, Blackcurrant, AppleSprite ............................................................................. 1993Sprite light..................................................................... 2000Schweppes..................................................................... 2005 Tonic, Bitter Lemon, Ginger, Soda WaterArwa (imported from United Arab Emirates andBahrain)...................................................................... 2005The following table sets forth CC Jordan's unit case sales volume and unit case sales volume as a percentage of its totalsales volume (including exports) for the products offered in those periods:2005 2004 2003% of Total% of TotalUnit Case Unit Case Unit Case Unit CaseVolume Sales Volume Volume Sales Volume% of TotalUnit CaseVolumeUnit CaseSales Volume(in millions) (in millions) (in millions)Coca-Cola.................... 8.4 54.5 6.9 55.7 6.4 58.2Other CSDs ................. 7.0 45.0 5.4 44.3 4.6 41.8NCBs........................... 0.1 0.5 0.0 0.0 0.0 0.0Total ............................ 15.5 100.0 12.3 100.0 11.0 100.0CSDsThe table below provides information with respect to consumption in the CSD category in Jordan for the periodsindicated:2004 2003Consumption (in millions of liters) ......................................................................................................................... 178.4 174.0Consumption per capita (liters) ............................................................................................................................... 31.9 31.6Source: IMES.

PepsiCo International is CC Jordan's primary competitor and is currently the market leader in Jordan. The table belowshows the products offered by each bottler:Cola Drinks Other CSDsCC Jordan............................................................................................................................ Coca-Cola FantaCoca-Cola light SpriteSprite lightPepsiCo International.......................................................................................................... Pepsi-Cola MirindaPepsi Diet Mountain DewPepsi Twist7Up7Up DietCC Jordan's share of the CSD category in Jordan was 24.3%, 16.9% and 15.8% for the years ended 2003, 2004 and2005, respectively.Jordan has a relatively small population of 5.8 million, but approximately 35% of its inhabitants are under 15 years ofage. (Source: Economist Intelligence Unit; CIA World Factbook). Per capita GDP in the country grew from $1,676 in 2000 to$1,936 in 2004 and reached $2,104 in 2005, which represents a 4.7% compound annual growth rate over the period. (Source:Economist Intelligence Unit)When CC Jordan's predecessor commenced operations, PepsiCo International had been in the market for almost thirtyyears. In recent years, with the entry of lower-priced PET products from Syria and PepsiCo's introduction of larger PETpackages, consumer demand has shifted from returnable bottles to PET packages. We believe that CC Jordan experiencedsubstantially decreased volumes and share during this period of transition as a result of its failure to invest in PET packages. Weplan to leverage our experience in our other markets and make the necessary investments to improve our sales volumes andshare in Jordan in the coming years. Since the acquisition, we have appointed a new general manager of CC Jordan and havereduced the number of employees by approximately 25%. We have begun restructuring our sales and distribution systems andintend to upgrade the employee training and supply chain and information systems in CC Jordan. We have installed a new PETproduction line which became operational in January 2006 and have introduced PET packages in various sizes in the first threemonths of 2006. We also plan to work together with The Coca-Cola Company to add at least one NCB to our portfolio in Jordanin 2006.According to Nielsen, as of December 31, 2005, small stores represented 77%, medium stores represented 7%,supermarkets represented 7% and catering represented 9% of CSD industry sales in Jordan. CC Jordan has approximately17,600 customers receiving direct delivery.In 2004, CC Jordan distributed 88% of its sales volume directly using its fleet of 148 trucks. The remaining 12% wassold through a network of 16 distributors who make immediate sales to customers. CC Jordan's distribution network reachedapproximately 51% of all retail outlets in Jordan in 2005. (Source: Nielsen). We intend to pursue cost savings and expand ourdistribution network in Jordan in 2006 by entering into distribution arrangements with third parties to distribute our products inareas outside of the major cities in Jordan. We also intend to upgrade and expand our fleet of trucks in 2006.KyrgyzstanCC Kyrgyzstan became the first producer of products of The Coca-Cola Company in Kyrgyzstan when it wasestablished in 1996. The following table sets forth all of the alcohol-free brands that CC Kyrgyzstan currently produces, sellsand distributes, their year of introduction in Kyrgyzstan and the flavors in which they are currently offered:BrandYear ofIntroductionFlavors/TypesCSDsCoca-Cola................................................................ 1996Coca-Cola light ....................................................... 2001Fanta........................................................................ 1996 Orange, Exotic, WildberrySprite ....................................................................... 1996Schweppes (1) ............................................................ 2005 Tonic WaterFresca ...................................................................... 1999 Green Apple, Strawberry, PeachNCBs

Piko (2) .......................................................................Bonaqua ..................................................................Orange, Peach, Apricot, Cherry, Multivitamin,Tomato, Apple, Plum, Grape, Grapefruit,2003Pineapple1996 (carbonated)2004 (still) (1) Bottled Water: Carbonated, Still(1) Purchased from CC Kazakhstan and distributed in Kyrgyzstan.(2) Purchased from a manufacturer authorized by The Coca-Cola Company in Kazakhstan and distributed in Kyrgyzstan.The following table sets forth CC Kyrgyzstan's unit case sales volume and unit case sales volume as a percentage of itstotal sales volume for the products offered in those periods:2005 2004 2003Unit CaseSales Volume% of TotalUnit CaseVolumeUnit CaseSales Volume% of TotalUnit Case VolumeUnit CaseSales Volume% of TotalUnit CaseVolume(in millions) (in millions) (in millions)Coca-Cola.............................. 1.3 38.6 1.5 42.1 1.1 37.9Other CSDs ........................... 1.4 47.0 1.6 43.4 1.2 43.5NCBs..................................... 0.2 5.8 0.2 5.9 0.2 7.3Beer (1) .................................... 0.3 8.6 0.3 8.6 0.3 11.3Total ...................................... 3.2 100.0 3.6 100.0 2.8 100.0(1) Distributed pursuant to an agreement with a subsidiary of Anadolu Efes and based on a written consent from The Coca-Cola Company which is renewed annually.There is no independent third party data with respect to market share in Kyrgyzstan. CC Kyrgyzstan competesprimarily with local producers.Kyrgyzstan has a relatively small population of 5.2 million, but approximately 32% of its inhabitants are under 15 yearsof age. (Source: Economist Intelligence Unit; CIA World Factbook) Per capita GDP in the country grew from $286 in 2000 to$431 in 2004 and reached $465 in 2005, which represents a 10.8% compound annual growth rate over the period. (Source:Economist Intelligence Unit) We estimate that our own CSD sales per capita grew from 2.6 liters in 2003 to 3.1 liters in 2005.CC Kyrgyzstan has approximately 1,600 customers receiving direct deliveries.In 2003, 2004 and 2005, CC Kyrgyzstan distributed 55%, 56% and 61% of its sales volume directly to key accountsand other retail outlets in Bishkek. The remainder is sold through a hybrid system in which CC Kyrgyzstan representatives takeorders and products are sold through distributors. CC Kyrgyzstan operates through 13 distributors in Kyrgyzstan and has its ownfleet of 13 trucks in Bishkek.CC Kyrgyzstan also distributes Anadolu Efes's beer products, which are imported from Kazakhstan pursuant to awritten consent by The Coca-Cola Company which is renewed annually. In 2005, these products accounted for 8.5% ofCC Kyrgyzstan's total unit case sales volumes.IraqIn June 2005, we formed The Coca-Cola Bottling Company of Iraq FZCO ("CC Iraq") as a 50%-50% Dubai jointventure between Efes Invest Holland B.V. and a Dubai company. CC Iraq and The Coca-Cola Company also signed (i) adistribution agreement, granting CC Iraq the sale and distribution rights for Iraq with respect to Coca-Cola products and (ii) anoption agreement granting CC Iraq an option, exercisable until July 2007, to become the exclusive bottler for the Iraq market.CC Iraq currently imports products principally from CCI and CC Jordan for sale in Iraq.CC Iraq continues to monitor its investment strategy in Iraq and, subject to political developments in the country, hasplans to begin construction of production facilities in 2006.Tajikistan

The Coca-Cola Company has granted Efes Invest Holland B.V. an option, exercisable until October 2007, to set up alocal legal entity in Tajikistan in which it has a minimum shareholding of 85% ("New Co") to become the exclusive bottler ofcertain approved containers of The Coca-Cola Company products in Tajikistan. The option requires New Co to satisfy certainconditions until April 2007 such as building a production facility in Dushanbe, obtaining all necessary licenses and permits forthe production and import of concentrate and beverage bases and maintaining a sound financial structure with sufficient equityfunding. Furthermore, The Coca-Cola Company has the right to terminate the option if New Co fails to buy or lease a site for aproduction facility, obtain all necessary construction licenses, execute a contract with the contractor for the construction of theproduction facility, or execute supply contracts for the machinery and equipment necessary for bottling operations byNovember 2006.We are currently distributing products in Tajikistan through a local sales and distribution company and we areassessing the local market.Sales and MarketingMarketing Relationship with The Coca-Cola CompanyWe and The Coca-Cola Company dedicate significant resources to marketing beverages of The Coca-Cola Companythroughout the countries in which we operate. Together we develop marketing plans that are tailored for each country andpromote and market brands of The Coca-Cola Company. Our sales and marketing strategy is to drive profitable volume growthby creating and fulfilling demand for the products we sell and, in particular, by increasing the number of occasions during whichconsumers can enjoy them. Accordingly, we aim to reach consumers wherever they are, with the right mix of brands, in the rightpackages (including availability of cold drinks for immediate consumption) and with a meaningful brand message that isrelevant for the particular market.Our marketing effort can be divided into consumer marketing (targeting the individuals who ultimately consume ourproducts) and customer marketing (targeting the retailers and distributors to whom we sell products for onward sale toconsumers). Generally, The Coca-Cola Company focuses on consumer marketing, involving the building of brand equity,analyzing consumer preferences, formulating the brand marketing strategy and media advertising design. The consumermarketing effort is carried out and mostly paid for by The Coca-Cola Company in coordination with CCI and includestelevision, radio and cinema advertising, particularly around significant events such as Ramadan, the World Cup footballchampionship in Turkey and various music events in Turkey and our other markets.We concentrate on executing marketing activities at the customer level, involving the development of the relationshipwith customers, occasion-based marketing at the point of purchase and carrying out other promotional activities to build a strongpresence in the marketplace. We also sponsor sports, cultural and community activities in each of our markets such as Formula 1in Turkey, as well as university spring festivals and sports tournaments.Consumption OccasionsWe use the broad categories of "future consumption" and "immediate consumption" in developing our sales andmarketing strategies. Generally, we refer to "future consumption" purchases as purchases of beverages for consumption at a latertime, whereas "immediate consumption" purchases are purchases of chilled beverages for immediate consumption typicallyaway from home, including in restaurants, bars, kiosks, gas stations, sports and entertainment centers, offices and hotels.We divide these two categories into sub-channels for sales and marketing purposes, based on the specificcharacteristics of each country in which we operate. We use our key account managers to develop customer relationships andhelp us improve merchandising at the point of sale, which we believe is critical to our success, particularly in future consumptionchannels. In addition, we develop tailored marketing and promotional programs for our key accounts.Future ConsumptionBeverages for future consumption are produced in multi-serve containers (1 liter or more), and in smaller containerswhich are sold together in multi-packs. Our sales for future consumption usually generate higher sales volume and lowermargins per retail outlet than those for immediate consumption.Our future consumption customers include hypermarkets, supermarkets, discount stores, "mom and pop" stores, kiosks,specialty food stores and open markets. In Turkey, hypermarket and supermarket chains have undergone growth and

consolidation in recent years and, as a result, are increasing their share within the retail sector. Internationally, these types ofretailers are still developing and their growth in terms of total industry sales is accelerating. Because of their high sales volume,these retailers have greater bargaining power with respect to the prices of our products than our other customers; nonetheless, webenefit from economies of scale in selling to these customers.Immediate ConsumptionBeverages for immediate consumption include those served in single-serve containers (0.5 liter or less) and fountainproducts. Single-serve packages sold for immediate consumption usually generate relatively higher margins than multi-servepackages sold for future consumption. This is primarily due to consumers' willingness to pay a premium to purchase ourproducts chilled, in a convenient size and at a convenient location.Because we believe that consumers prefer to drink our immediate consumption beverages chilled, we invested overYTL21.8 million in cooler equipment in 2003, YTL19.5 million in 2004 and an additional YTL22.3 million in 2005 for ourTurkish operations, and Efes Invest invested over $0.9 million (YTL1.2 million) in 2003, $1.8 million (YTL2.4 million) in 2004and an additional $2.2 million (YTL 2.9 million) in 2005 for our operations in Kazakhstan, Azerbaijan and Kyrgyzstan. Wepurchase various types of coolers from local and international suppliers. We intend to invest approximately YTL36.4 million in2006 to increase the number of coolers in all of the countries in which we operate. The following table shows the approximatenumber of coolers in each of the following countries as of December 31, 2005:ApproximateNo. of CoolersTurkey .......................................................................................................................................................... 229,900Kazakhstan................................................................................................................................................... 14,000Azerbaijan .................................................................................................................................................... 7,200Kyrgyzstan ................................................................................................................................................... 3,200To extend the useful life of our cooler assets in Turkey, we have established cooler refurbishment centers in Istanbul,Ankara, İzmir and Mersin. We estimate that refurbishment adds three to five years to the useful life of a cooler.MarketingOur goal is to differentiate our products from others by marketing them in an appealing and relevant way at the point ofsale. We undertake promotional activities both to increase the number of sales points for our beverages and to increase theattractiveness of our products at the point of sale.Merchandising is one of our most important performance indicators, along with volume growth and market share.Because the widespread availability of our products is one of the keys to our success, we provide creative displays and point-ofsalematerials, as well as specifically designed coolers, to our customers to increase our presence. We integrate thismerchandising with national promotional activities tailored to the market in each country to deliver consistent messages toconsumers. We evaluate our execution in terms of conformity to our merchandising goals in all of the countries in which weoperate.We have marketing teams in each country that work together with the local offices of The Coca-Cola Company toensure that our marketing efforts are tailored to the specific characteristics of each market.We use a "channel marketing" approach, classifying different types of customers into groups such as hypermarkets,supermarkets, grocery stores, restaurants, entertainment centers and offices. Our teams plan marketing strategies and programsfor each channel in the market, closely monitor shopper behavior, consumption occasions, and customer and market needs anddevelop solutions tailored for the particular consumption occasions within each channel.SalesWe have designated different geographic sales regions in each of the countries in which we operate, each with a salesmanager who has responsibility for implementing our strategies at the local level and who leads a team of representativesresponsible for sales, customer relations, merchandising and individual account management. In each of our countries, we tailorour sales strategy to reflect the level of development and local customs in the marketplace. We believe that our local salesmanagement is in the best position to evaluate the particular circumstances of each market and address its particular needs.

We also use key account management to build and reinforce strong relationships with our major customers. Keyaccount managers work with customers (primarily future consumption customers) to increase sales volume, revenue andcategory profitability by sharing our expertise in merchandising and supply chain management, and by helping customersthrough developing tailor-made promotions. Key account managers also negotiate the commercial terms of our relationship withmajor customers.In Turkey, we have recently introduced a new organization of our sales personnel in order to expand the number ofoutlets covered directly by our sales force. Our sales force is organized by channel within each geographic region and focuses onacquiring new customers and developing strategies with their customers to increase sales. Our HOD water business in Turkeyhas a separate, dedicated organization dealing with the sale and distribution of our 19-liter refillable containers to the HODmarket.The sales organizations outside of Turkey differ based on the geographic size of each country, the population densityand the business opportunities. Generally, the bottling operation in each country has a sales and marketing manager who isresponsible for the sales force. As we work to integrate our operations, we intend to leverage our know-how and expertise inTurkey to further develop our sales systems in our other countries.ProductionProduction ProcessBeverage Production. The production process of our CSDs essentially involves mixing concentrate, sugar or HFCS and treatedwater. The mixture is carbonated and filled in refillable and non-refillable containers such as bottles or cans on automated fillinglines. The production process for NCB products involves essentially the same processes as for CSDs, except that the beverage ispasteurized completely. Our Turkuaz and Bonaqua water brands are processed water to which we add a specified mix ofminerals purchased from a supplier authorized by The Coca-Cola Company.Container Production. We seek to offer nearly all of our products in various sizes and packages to meet consumer preferenceand demand. Packages containing 0.5 liter or less are primarily intended for immediate consumption, but are also sold for futureconsumption. Packages containing one liter or more are primarily targeted for future consumption. We sell our 1.0 liter PET and0.33 liter can packages in multi-packs. In addition, we provide fast food restaurants and other immediate consumption outletswith bag-in-box packages for their fountain equipment, which mixes syrup with water and enables fountain retailers to sellCSDs or NCBs to customers in cups or glasses.

The following table shows the package types currently offered in each of our markets:Turkey Kazakhstan Azerbaijan Jordan KyrgyzstanGlass bottles (returnable):0.2 liter .................................................................................. _ _ _0.25 liter ................................................................................ _ _ _ _0.35 liter ................................................................................ _1.25 liter ................................................................................ _Glass bottles (non-returnable):0.2 liter .................................................................................. _0.25 liter ................................................................................ _PET bottles:0.5 liter .................................................................................. _ _ _ _ _1.0 liter .................................................................................. _ _ _ _ _1.5 liter .................................................................................. _ _ _ _2.0 liter .................................................................................. _ _ _2.25 liter ................................................................................ _2.5 liter .................................................................................. _Cans:0.25 liter ................................................................................ _ (1) _ _ _ _0.33 liter ................................................................................ _ _ _ _ _Aseptic cartons:0.2 liter (1) ............................................................................... _ _1.0 liter (1) ............................................................................... _ _Premix/Postmix:10 liter bag-in-box (2) .............................................................. _19 liter bag-in-box (2) .............................................................. _20 liter bag-in-box (2) .............................................................. _ _18 liter premix drink tanks.................................................... _ _ _ _18 liter postmix drink tanks .................................................. _ _HOD water containers:19 liter refillable containers .................................................. _(1) Toll filled.(2) Pliable plastic bags containing syrup and packaged in cardboard boxes for use in fountain dispensers.We purchase all of our cans, glass bottles and 19-liter refillable HOD containers from suppliers approved by The Coca-Cola Company.To make PET bottles, injection molding machines are used to melt PET resin into "preforms," which are hollow PETtubes. Blow molding machines are then used to blow uniform jets of air into heated preforms, converting them into hollow PETbottles inside a fixed mold in the shape of the desired end product. This process makes it possible to manufacture a finishedproduct with a high quality surface finish, with uniformity in thickness and consistent dimensions. Our plant in Çorlu, Turkeyserves as the preform production center for all of our Turkish operations. CC Azerbaijan produces its own preforms at its Bakuplant. We purchase preforms for Kazakhstan and Kyrgyzstan from authorized suppliers. In all of our production facilities thathave PET filling lines, preforms are blown into non-refillable PET bottles in-house.We have a total of 16 PET blowing machines in our plants in Turkey and 7 PET preform injection machines in ourplant in Çorlu, Turkey. Our blow molding capacity in Turkey is currently approximately 1.4 billion PET bottles per year, andour preform capacity in Turkey is approximately 1 billion per year. We plan to replace three of our single-stage, lower-capacityPET blowing machines (in our Mersin and Çorlu plants) with two rotary PET blowing machines with higher capacity (one ineach of Mersin and Çorlu) in 2006.We also have a total of 7 PET blowing machines in Kazakhstan, Azerbaijan and Kyrgyzstan. Our blow moldingcapacity in these countries is currently approximately 540 million PET bottles per year, and preform production capacity inAzerbaijan is approximately 85 million per year.

We installed a new PET blowing machine with a capacity of 50 million PET bottles per year and a PET filling line inJordan in January 2006.Toll Filling. In Turkey, we contract with third parties to fill certain types of our packages, including aseptic carton packages and0.25 liter cans. These parties, called "toll fillers," are paid on a per unit basis. We believe that, with respect to these packages, tollfilling is more cost-effective than establishing the filling lines in our own production facilities. Packages filled by toll fillersrepresented 3.1%, 2.7% and 3.4% of our total unit case sales volume in Turkey in 2003, 2004 and 2005, respectively.Packaging and Labeling. Sealed cans and bottles are imprinted with date codes that permit us to monitor and replace inventoryand provide fresh products. After the containers are imprinted and labeled with the relevant brand logo, we package them inplastic cases or cardboard cartons on automated packaging lines. This is the final stage in the production process and can involvepackaging into packs of 24, 12, 8, 6 or 4 units.Production Facilities and WarehousesA map showing the location of each our production facilities and distribution centers can be found on the inside frontcover of this offering memorandum.The table below sets forth information regarding our facilities as of December 31, 2005:Production FacilityNo. ofLinesAnnualProductionCapacity as ofDecember 31,2005(in millions ofunit cases) (1)PreformProductionPETBlowingPET BottleFillingGlassBottleFillingCanFillingTurkish Operations:Ankara............................ 5 83 _ _ _Bursa............................... 6 84 _ _ _ _Çorlu............................... 8 130 _ _ _ _Mersin ............................ 5 73 _ _ _ _Kemalpaşa...................... 4 58 _ _ _Total ............................... 28 428InternationalOperations:Almaty City,Kazakhstan.................. 2 18 _ _Almaty—Burundai,Kazakhstan.................. 2 21 _ _ _Baku, Azerbaijan............ 2 18 _ _ _ _Madaba, Jordan.............. 3 15 _ _Bishkek, Kyrgyzstan...... 1 5 _ _ _Total ............................... 10 77(1) Annual production capacity calculations are based on the formula provided by The Coca-Cola Company to all bottlersof Coca-Cola products. Capacity is defined as (i) the product obtained by multiplying (a) the hourly unit case output of a plant attargeted utilization according to package mix for the year and (b) the maximum number of hours the plant can operate in thepeak season of June, July and August in accordance with local labor laws, divided by (ii) peak season sales as a percentage oftotal sales for the year. Because package mix and sales may change from year to year, production capacity calculations for oneyear may not be directly comparable to such calculations for other years.All of the production facilities shown above include warehousing facilities. In addition, we have five distributioncenters in Turkey, two distribution centers in Kazakhstan (Shymkent and Astana), and four distribution centers in Jordan.Production Capacity in TurkeyWe have a total of 28 production lines in our production facilities in Turkey. The maximum production capacity of allfacilities in Turkey amounted to approximately 428 million unit cases per year as of December 31, 2005, including CSDs, NCBsand bottled and HOD water. Annual capacity utilization was approximately 68% in 2004 and approximately 70% for 2005.

"Peak season production capacity" is defined as the product obtained by multiplying (a) the hourly unit case output of aplant at targeted utilization according to package mix for the year and (b) the maximum number of hours the plant can operate inthe peak season of June, July and August in accordance with local labor laws. Because package mix may change from period toperiod, production capacity calculations for one peak season may not be directly comparable to such calculations for other peakseasons.Our goal is to bring new capacity on line early enough to provide a buffer for potential additional sales when peakseason production capacity utilization reaches approximately 85% for any package group. In 2004, peak season productioncapacity utilization reached 86% for PET future consumption package group for CSDs. Accordingly a new PET filling line forCSD production and two PET blowers were installed and became operational in our Kemalpaşa plant in June 2005.In the peak season of 2005, we again reached 85% peak season production capacity utilization for PET futureconsumption packages for CSDs. As a result, we plan to add another PET filling line for CSD production in our Çorlu plant inMay 2006. We estimate that after this investment CCI's annual production capacity in Turkey will reach approximately480 million unit cases and annual capacity utilization will be approximately 68% in 2006.Of the production lines shown in the table above, we are holding for sale two production lines in Bursa relating to aproduct that we discontinued.International Production CapacityAnnual capacity utilization in Kazakhstan was approximately 58% for 2005. CC Kazakhstan built a new plant inBurundai, on the outskirts of Almaty, that commenced limited production on two lines in August 2005 and was fully operationalby January 2006. As a result of the addition of the new plant, CC Kazakhstan's annual production capacity increased from18 million unit cases in 2004 to 39 million unit cases as of December 31, 2005. We plan to upgrade CC Kazakhstan's canningline in 2006 to enable it to produce juice, iced tea and fruit-flavored drinks in cans.Annual capacity utilization in Azerbaijan was approximately 93% for 2005. The Azerbaijan plant began to produce itsown preforms after installing a preform production machine in 2004. We plan to install a second preform injection machine andan additional PET filling line, as well as upgrade the syrup and water treatment system, in 2006 for an estimated cost of$11 million. After completion of these investments, we expect our total annual production capacity in Azerbaijan to reach35 million unit cases in 2006.In Jordan, we installed a new PET blowing machine and a PET filling line in January 2006. We plan to upgrade thesyrup and water treatment systems in the first quarter of 2006 for an estimated cost of $6 million. After completion of theseinvestments, our total annual production capacity in Jordan is expected to reach to 25 million unit cases in 2006.2006.There is no package group in any of our markets outside of Turkey that we expect to exceed 85% utilization throughQuality ControlWe place great importance on quality control, which is also closely monitored by The Coca-Cola Company. Ourquality standards cover the entire value chain, from the purification of water to the production of the finished product, up to andincluding the point where the product ultimately reaches the consumer. We believe that the continued high quality of ourproducts is crucial to our success; therefore, we are committed to maintaining high standards with respect to the purity of ourwater and the quality of the raw materials we procure.Each of our production facilities has a quality control laboratory for testing raw materials, packaging and finishedproducts. Our bottler's agreements with The Coca-Cola Company prescribes stringent quality standards covering the entireproduction process. In addition, we are required to obtain our raw materials, including packaging, only from suppliers that havebeen approved by The Coca-Cola Company.We have sophisticated control equipment to monitor the key areas of the production process in our production facilities.We monitor the functioning of these control systems on a regular basis. Both The Coca-Cola Company and local regulatoryauthorities in each of the countries in which we operate also perform regular audits of our processes to assure that there isindependent validation of our key control points. In some instances, our control systems conduct monitoring on a continuousbasis while the beverages are being manufactured. We also use a sampling procedure for certain tests. The objective of our

production quality monitoring is to ensure that any beverage that does not comport with our exact specifications is removed priorto being placed in the market.In 1997, The Coca-Cola Company awarded CCI its Best Quality Improvement Award and the President's Award forBest Quality. In addition, our production facilities in Turkey took the top five places in a Quality Competition organized by theEurasia and Middle East Division of The Coca-Cola Company in 2002. CC Kazakhstan's plant in Almaty City was awarded theBest Quality Award in 2003.Since 1998, our quality system activities have been evaluated under The Coca-Cola Quality System ("TCCQS") whichis a quality system particular to bottlers of The Coca-Cola Company. TCCQS is a partnership-based initiative between TheCoca-Cola Company and its bottling partners. TCCQS' management control methods allow better predictability and control overthe outcome of processes and business decisions. It is designed to ensure consistent quality, protect The Coca-Cola Company'strademarks, promote customer and consumer satisfaction and respond to changing business needs.There are fourteen basic areas on which TCCQS focuses:• Development of physical facilities and people• Maintenance of trademark quality in advertising and the marketplace• Protection of products, ingredients, processes and information• Prevention of unauthorized use of trademarked materials• Audit and monitoring of effectiveness of TCCQS• Maintenance of clean and hygienic manufacturing conditions• Adherence to standards and specifications of The Coca-Cola Company• Storage, handling and distribution of ingredients, final products and packaging materials• Communication of quality information• Use of approved manufacturing processes• Operation of customer and consumer programs• Monitoring of product age• Compliance with food laws and regulatory requirements• Maintenance of environmental responsibilityOf the approximately 1,100 bottling facilities within the Coca-Cola system worldwide, 220 had received qualitycertificates from The Coca-Cola Company based on TCCQS as of December 31, 2005. All five of our production facilities inTurkey and four of our plants outside of Turkey (Azerbaijan, Kazakhstan (Almaty City), Kyrgyzstan and Jordan) have receivedTCCQS certificates.The TCCQS standard has been expanded in Turkey to include, in addition to production facilities, other key businessareas. In May 2004, our Ankara sales center was the first Coca-Cola bottling operation in the world to receive a TCCQScertificate with a scope covering business areas beyond production (sales, distribution, warehouse, cold drink operations, humanresources, garage, finance and business applications areas).The following facilities were awarded ISO 9001/2000 Quality Assurance Management System Certificates andTCCQS certificates on the dates indicated:Facility ISO 9001/2000 TCCQS

Turkey:Ankara..................................................................................................................................................... 2002 2001Bursa........................................................................................................................................................ 2002 2002Çorlu........................................................................................................................................................ 2001 2002Kemalpaşa............................................................................................................................................... 2002 2002Mersin ..................................................................................................................................................... 2002 2001Outside Turkey:Kazakhstan (Almaty City) ...................................................................................................................... 2004 2004Azerbaijan ............................................................................................................................................... 2003 2003Kyrgyzstan .............................................................................................................................................. 2005 2005Jordan ...................................................................................................................................................... 2004 2005The Coca-Cola Company regularly undertakes quality audits in our distribution channels to monitor compliance withpackage and product specifications. In these audits, random samples of beverages from the various channels are taken and testedin The Coca-Cola Company's laboratories in Brussels, Belgium. The Coca-Cola Company sends us monthly reports with ourproduct and package quality scores.Raw Materials and Purchasing StrategyOur raw material requirements are divided between the ingredients required for production of beverages and materialsrequired for packaging and labeling the beverages.The ingredients required for the production of beverages include concentrate, sweeteners, purified water and carbondioxide. Packaging materials include cans, can ends, returnable and non-returnable glass bottles, PET resin, labels, caps, crowns,cardboard and plastic film.In compliance with the quality standards prescribed by our bottler's agreements with The Coca-Cola Company, wepurchase all containers, closures, cases, aseptic packages and other packaging materials and labels from approved manufacturers.In addition, we coordinate with the cross-enterprise procurement group, as described below, with respect to the purchase ofcertain materials, such as PET resin, cans and glass.We choose our suppliers based on reliability, quality and price competitiveness. We attempt, wherever possible, todiversify our sources of supply and our transportation contractors for the various raw materials we require. We purchase many ofour raw materials in relatively small quantities in order to avoid unnecessary costs of warehousing raw materials and to maintainthe flexibility to respond to changing sales volume and customer demand. We believe that we have sufficient access to materialsand supplies, and that alternative suppliers would be available for all raw materials (other than concentrate) if we were toexperience a disruption in supply.We participate in a cross-enterprise procurement group along with certain other bottlers in the Coca-Cola system withrespect to procurement of certain raw materials for our Turkish operations. We have agreed to purchase cans, PET resin andglass through this procurement program and have committed to execute supply agreements relating to these materials. We arenot required to obtain all of our requirements for these materials through the program. We determine on an annual basis thevolumes of raw materials we will purchase through the group. We have agreed that any and all negotiations with suppliers ofthese materials for the volumes we have committed to purchase through the program will be conducted through thecross-enterprise procurement group.A description of suppliers and the purchasing strategy for our primary raw materials is set out below:Concentrate: Pursuant to the terms of our bottler's agreements with The Coca-Cola Company, concentrate is supplieddirectly by The Coca-Cola Company or a company designated by it. The price of concentrate is quoted to us in U.S. dollars eachyear by The Coca-Cola Company. The price may vary for different bottlers around the world and will be determined by TheCoca-Cola Company based on several factors.While the price of concentrate is set by The Coca-Cola Company at its discretion, in the past any price increase forconcentrate sold to our Turkish operations has been determined by The Coca-Cola Company after discussion with us so as toreflect trading conditions in Turkey. Since 2002, The Coca-Cola Company has determined concentrate prices for most of ourCSDs by reference to a percentage of our U.S. dollar net sales, which has had the effect of hedging these concentrate pricesagainst possible devaluations of the New Turkish Lira. Expenditure for concentrate constitutes our largest single raw material

cost, representing 40.3%, 40.2% and 39.5% of our total raw material costs in our Turkish operations in 2003, 2004 and 2005,respectively.Our bottlers outside of Turkey have similar concentrate pricing arrangements with The Coca-Cola Company. For ourinternational operations, The Coca-Cola Company sets a fixed price in U.S. dollars for concentrate which normally stays in placefor one calendar year, and prices are subject to annual review by The Coca-Cola Company at the end of each year. Expenditurefor concentrate constituted the second largest single raw material cost for Efes Invest (after PET resin), representing 32.1%,30.2% and 27.9% of its total raw material costs in 2003, 2004 and 2005, respectively.Sweeteners: In Turkey, we have historically used HFCS as an alternative to sugar to the extent that local HFCScapacity permitted. The Amylum Group began supplying HFCS in Turkey in 1999, Cargill, Incorporated in June 2000 and TatNişasta in 2004. As a result, our sugar procurement in Turkey gradually declined and currently represents approximately 30%the value of our sweetener purchases for our Turkish operations. We obtain HFCS from all three of these suppliers under longtermcontracts. Cargill's prices are denominated in U.S. dollars, while Amylum's and Tat's prices are denominated in NewTurkish Lira. All of these suppliers set the price of their HFCS based on a discount from domestic sugar prices, which are set bythe Turkish Government and can be modified several times during the year. Currently, there are no other suppliers of the variantof HFCS that we currently use in Turkey, although there are several suppliers of other variants of HFCS. Expenditure forsweeteners represented 27.8%, 30.8% and 32.6% of our total raw material costs in 2003, 2004 and 2005, respectively.Our bottlers outside of Turkey use sugar rather than HFCS in their products. CC Kazakhstan and CC Azerbaijanpurchase sugar domestically in Kazakhstan and Azerbaijan, and CC Kyrgyzstan imports sugar from Europe. Sugar prices arevolatile, and there are no long-term supply contracts in place. Sugar prices are generally denominated in U.S. dollars. CC Jordanhas a sugar supply contract in place until August 2006. Efes Invest's consolidated expenditure for sugar represented 19.2%,19.8% and 20.4% of its total raw material costs in 2003, 2004 and 2005, respectively.PET resin: Resin prices are affected by world oil prices, and negotiations with our PET resin suppliers typically takeplace on a monthly or quarterly basis. Purchase prices are typically denominated in U.S. dollars.Our Turkish operations manufacture all of the PET bottles they require. PET resin is purchased in the form of pelletsprincipally from AdvanSA and also from manufacturers in the Far East. AdvanSA is a subsidiary of the Sabancı Group inTurkey. AdvanSA determines the price of PET resin based on the prevailing world market price. Our experience with thissupplier has been good and we believe that the prices quoted by AdvanSA and its payment terms have been favorable relative toalternative suppliers. Expenditure for PET resin represented 11.3%, 9.2% and 9.9% of our total raw material costs in 2003, 2004and 2005, respectively.CC Azerbaijan produces PET preforms in Azerbaijan for its own use and purchases PET resin from manufacturers inthe Far East. CC Kazakhstan and CC Kyrgyzstan purchase preforms primarily from Plaskap-Plasform Bishkek Company inKyrgyzstan. We intend to purchase preforms for CC Jordan from suppliers in the Middle East. Efes Invest's consolidatedexpenditure for PET resin represented 32.0%, 33.9% and 34.6% of its total raw material costs in 2003, 2004 and 2005,respectively.Cans: We purchase our can requirements for our Turkish operations from Crown Bevcan Türkiye Ambalaj Sanayi veTicaret A.Ş. and Rexam Paketleme Sanayi ve Ticaret A.Ş. Prices, which are set in U.S. dollars, are fixed on an annual basis withboth suppliers. Expenditure for cans represented 9.2%, 9.1% and 9.8% of our total raw material costs in 2003, 2004 and 2005,respectively.CC Kazakhstan purchases cans from Rexam Beverage Can Naro-Fominsk LLC in Moscow. Prices are set in U.S.dollars on an annual basis. CC Jordan purchases cans from Crown Middle East Can Ltd in Jordan. Efes Invest introduced canproducts in Kazakhstan in September 2005.

We intend to explore possible synergies with respect to the acquisition of cans for all of our operations in the future.Glass bottles: We purchase all of our glass bottle requirements for our Turkish operations from Anadolu Cam A.Ş., acompany of the Şişecam Group and the sole supplier of glass bottles in Turkey. We negotiate with the supplier to establish aprice for glass bottles, which typically remains in place for at least twelve months. In accordance with market practice, we placepurchase orders for glass bottles on a weekly basis. Purchase prices are denominated in New Turkish Lira. Expenditure for glassbottles represented 2.2%, 2.4% and 1.0% of our total raw material costs in 2003, 2004 and 2005, respectively.CC Jordan purchases returnable glass bottles from approved suppliers in Kuwait and Saudi Arabia. CC Azerbaijan andCC Kyrgyzstan purchase negligible amounts of glass bottles. Prices are denominated in U.S. dollars.Information TechnologyInformation technology systems are crucial in the management of our business. We use advanced informationtechnology systems to schedule production, procure raw materials, route delivery vehicles and invoice customers.Operations in TurkeyWe began implementing the SAP system, an integrated system of software applications providing a commonframework for our accounting, production, procurement, human resources and cost management activities, in 1999. We haveenhanced our SAP system with the Strategic Enterprise Management module, which gathers data from the core SAPapplications and enables us to measure corporate performance and formulate our business plan. We have invested approximately$4.5 million since 1999 on the implementation of SAP in each part of our business, and we continue to work on enhancing thecurrent level of integration of our systems.The Coca-Cola Company and we also invest in information systems across Turkey in order to ensure that detailed,useful information on sales, customer performance and consumer preferences and behavior is regularly available. Together, weuse this information to shape and refine our marketing plans to tailor them to the various customer categories. One informationsystem we use for this purpose is BASIS (Beverage Advanced Standard Information System), which is The Coca-ColaCompany's proprietary sales accounting software system used by bottlers. We were the first bottler in the Coca-Cola system toimplement a BASIS web-based tool developed by The Coca-Cola Company to enable our independent distributors to orderproducts, track shipping and access their accounts with us. Distributors that use the BASIS program can also access salesstatistics for their territories. Our network requirements across Turkey are currently provided by Siemens Business Solutions inaccordance with our strategic outsourcing program.We use several e-procurement systems to allow us to optimize inventory holding and payment terms from oursuppliers. In addition, we use handheld devices for sales teams that take sales orders from customers. These devices are alsoused for providing recent historical information about the outlet being visited, equipment, accounts receivable and consignmentsof the outlet. We use this information to perform a comprehensive and detailed analysis of the purchasing patterns andpreferences of various groups of soft drink consumers in each of the types of channels where they might potentially purchase ourbeverages. Based on this analysis, we tailor our product, pricing, packaging and distribution strategies to maximize the growthpotential of each distribution channel. Our use of information technology allows us to react quickly and effectively to consumertrends, which may differ in each channel.International OperationsEfes Invest historically deployed an information system in its headquarters and bottling operations developed andowned by an affiliate of Anadolu Efes. This system generally covers finance, logistics, purchasing and sales (with the exceptionof CC Kazakhstan, which uses BASIS to manage sales information). In November 2005, we replaced the informationtechnology system for the finance, logistics and human resource functions relating to our international operations at ourheadquarters in Turkey with SAP. With respect to the international operations, we plan to continue to use the Anadolu Efesinformation technology system, making the necessary investments to upgrade it (except for CC Jordan which currently usesSCALA but will convert to the Anadolu Efes information technology system in 2006). Currently, there is no fee paid to AnadoluEfes with respect to the use of this system.EmployeesThe following table sets forth a breakdown of our employees by function:

As of December 31,2005 (1) 2004 (1) 2003 (1)General Management................................................................................................................................. 25 21 28Finance ....................................................................................................................................................... 283 290 285Internal Audit ............................................................................................................................................. 3 4 3Human Resources ...................................................................................................................................... 144 141 120Sales and Marketing................................................................................................................................... 1,623 1,717 1,596Operations .................................................................................................................................................. 1,517 1,222 1,093Legal........................................................................................................................................................... 7 6 6Total ........................................................................................................................................................... 3,602 3,401 3,131(1) Employee figures represent the sum of employees of CCI, Efes Invest and CC Jordan as of such date, excludingtemporary staff.The following table sets forth a breakdown of our employees by country:As of December 31,2005 (1) 2004 (1) 2003 (1)Turkey ........................................................................................................................................................ 1,989 1,717 1,634Kazakhstan................................................................................................................................................. 536 518 416Azerbaijan .................................................................................................................................................. 180 199 152Jordan ......................................................................................................................................................... 721 793 762Kyrgyzstan ................................................................................................................................................. 176 174 167Total ........................................................................................................................................................... 3,602 3,401 3,131(1) Employee figures include employees of CCI, Efes Invest and CC Jordan as of such date, excluding temporary staff.In addition to the employees shown above, as of December 31, 2005, we, Efes Invest and CC Jordan had 808employees on contract from third parties to provide merchandising, warehouse, distribution, technical, courier, buildingmaintenance, archive, switchboard and security services. We also hire temporary employees for some of our production facilitiesin the peak production and sales seasons.On April 5, 2006, we entered into a collective bargaining agreement with Öz Tütün, Müskırat, Gıda Sanayii veYardımcı İşçileri Sendikası (the "Union"), which will be effective during the period between January 1, 2006 and March 31,2008. The agreement covers approximately 445 (or 21%) of our employees at our facilities located in Çorlu, Mersin, Bursa,Kemalpaşa, Ankara and Istanbul. The collective bargaining agreement entitles the employees covered thereunder to certainadditional rights and benefits which are more advantageous than the statutory rights and benefits provided for in the applicablelabor laws.The employees in our operations outside of Turkey are not members of any labor unions. In Kazakhstan, the lawrequires us to enter into a collective bargaining agreement with our employees, which we have done since 1999.We consider our employees to be among our most valuable assets. Over one-third of all of our employees holduniversity degrees, and the average age of all of our employees is 33.In 2003, we launched CCI Campus in Turkey to provide education and training for our employees. We have extendedthis e-learning opportunity to 350 employees from 50 of our top Turkish distributors in 2005, and we intend to expand itsavailability in 2006. CCI Campus comprises classroom training, seminars and workshops, on-the-job training and e-learning.Employees who do not have computers in their workspace have access to e-learning kiosks at various locations in ourheadquarters and production facilities. We also provide training programs for employees of our customers in Turkey. We intendto extend CCI Campus facilities to our employees in our international operations.CompetitionThe alcohol-free beverage industry is highly competitive in our markets. Alcohol-free beverages are offered by a widerange of competitors, including major international beverage companies such as Pepsi Bottling Group and regional and localbeverage companies, including the Ülker Group, in Turkey. In particular, we face price competition from local non-premium

and producers and distributors, which typically produce, market and sell CSDs and NCBs at prices lower than ours, especiallyduring the summer months.In our markets outside of Turkey, Pepsi Bottling Group has bottling facilities in Kazakhstan, Azerbaijan and Jordan andis a major competitor in these markets. Local producers also engage in aggressive price competition in Kazakhstan andAzerbaijan. In Kyrgyzstan, our primary competitors are local producers.We compete on the basis of pricing, advertising, brand awareness, distribution channels, retail space management,point-of-sale marketing, customer point of access, local consumer promotions, package innovations, product quality and newproducts. One of the key factors affecting our competitive position is the consumer and customer goodwill associated with thetrademarks of our products. We rely on The Coca-Cola Company to enhance the awareness of The Coca-Cola Company'sbrands against other alcohol-free brands.For a discussion of the major participants in each category in which we compete in Turkey, see "—Operations inTurkey" and "—International Operations."RegulationCompetition RegulationTurkeyCompetition in Turkey is principally regulated by the Turkish Competition Law. The Turkish Competition Law isenforced by the Turkish Competition Board, which has the power to investigate possible violations and impose fines. InFebruary 2004, following an investigation which began in 2002, CCSD was found to be dominant in a "carbonated soft drinkmarket" based on market circumstances at that time. CCSD was, however, found not to have abused its position of dominance,and no fine was imposed. Under the Turkish Competition Law, CCSD could be subject to fines if it were found both to bedominant and to have engaged in business practices that would constitute an abuse of dominance. These practices include,without limitation, entering into exclusivity arrangements with customers in exchange for payments such as bonuses orpremiums, charging resale prices for products of The Coca-Cola Company that are below an acceptable measure of cost with theintention to eliminate current or potential competitors or that are above an acceptable measure of margin, cross-subsidizing itsproducts (i.e., using profits made in one market segment where competition is weak to support lower prices in another marketsegment where competition is more aggressive), refusing to supply products without justification, or restricting production,marketing or technological development to the detriment of consumers.Customarily, carbonated soft drink companies in Turkey enter into exclusive agreements with sales outlets. Theseagreements cover subjects including brand exclusivity, the obligation to purchase exclusively from the supplier and minimumsales commitments and are currently permitted under a block exemption granted by the Turkish Competition Board. The TurkishCompetition Board is in the process of evaluating whether this block exemption should remain in place. The criterion fordetermining whether the exemption should be revoked is whether it has resulted in ineffective competition in the product market.If the Turkish Competition Board determines to revoke the block exemption, this would require the affected companies to seekindividual exemptions for such exclusivity arrangements. The exemption could be revoked only for one company or for all ofthe companies operating in this market. In addition, the Turkish Competition Board could determine to revoke the exemption inpart, but continue to allow other practices to be conducted under the block exemption.We cannot predict whether Turkish Competition Law enforcement by the Turkish Competition Board in the future willresult in significant fines being imposed on us, require us to change our current business practices or result in adverse publicity.Any of these outcomes could have a negative impact on our competitiveness and results of operations.InternationalIn order to comply with local competition regulations, our bottlers outside of Turkey do not enter into exclusiveagreements with sales outlets. None of our bottlers outside of Turkey has been the subject of any material inquiry orinvestigation by local authorities for violation of competition laws.Environmental Regulation

We are subject to the environmental legislation of each of the countries in which we operate. In addition, we haveadopted at all of our facilities The Coca-Cola Company's "Good Environmental Practices." These controls and standards that weapply internally are significantly more stringent than those currently required by local law.In 2002, all of our bottlers in and outside of Turkey began implementing an environmental management system basedon ISO 14001 standards. This included a training program, which was intended to provide our managers with the ability toidentify opportunities to reduce environmental burdens at our production facilities. We have implemented waste minimizationand management programs with respect to our usage of raw materials, consumption of energy and discharge of water.The Coca-Cola Company has its own environmental management system, called "eKO System." As of December 31,2005, of the 1,050 Coca-Cola bottling facilities worldwide, 77 have received eKO System certification from The Coca-ColaCompany. In Turkey, our Ankara and Mersin production facilities received ISO 14001 certificates in 2002 and eKO Systemcertificates in 2003, and our, Kemalpaşa and Bursa production facilities received ISO 14001 certificates in 2004 and our Çorluproduction facility received an ISO 14001 certificate in 2005. CC Kazakhstan's plant in Almaty City has been recommended bythe ISO audit team to receive an ISO 14001 certificate in 2006. Our ISO 14001 and eKO System certifications are confirmedthrough annual audits conducted by the Turkish Standards Institute in Turkey and by independent consultants outside of Turkey.We believe the environmental regulatory climate in all of the countries in which we operate will become increasinglystrict. As a potential EU accession candidate, Turkey in particular will likely bring its environmental standards in line with thestandards that exist within the EU. For example, EU legislation requires each member state to implement its directive onpackaging and to set waste recovery and recycling targets. We do not believe that the adoption of such standards in any of ourmarkets would require us to make significant investments or change our current methods of operation, as we believe that thestandards we currently apply internally are not less stringent than the EU regulations.Intellectual PropertyIn addition to having the exclusive right to bottle and distribute The Coca-Cola Company's brands in Turkey, we havethe exclusive right in Turkey to prepare, package and distribute for sale beverages carrying the Schweppes brand, now owned bya subsidiary of The Coca-Cola Company, and NCBs carrying brands licensed by Beverage Partners Worldwide, a joint venturebetween The Coca-Cola Company and Nestlé S.A. CC Kazakhstan has the exclusive right in Kazakhstan to prepare, packageand distribute Schweppes-branded beverages. CC Jordan has the exclusive right in Jordan to prepare, package and distributeSchweppes and Canada Dry-branded beverages.The Coca-Cola Company owns or licenses the trademarks of all its products that we produce, sell and distribute, and ithas the responsibility for protecting its trademarks in Turkey, Kazakhstan, Kyrgyzstan, Azerbaijan, Jordan, Turkmenistan andIraq. Trademarks in Turkey are protected by the Decree Law No. 556 on Protection of Trademarks, which was enacted incompliance with the international agreements to which Turkey is a party, including the Madrid Protocol dated 1989 AmendingMadrid Convention dated 1891, the Paris Convention dated 1883, the Agreement Establishing the World Trade Organizationand the Agreement on Trade Related Aspects of Intellectual Property Rights. Trademarks in the other countries are protected bysimilar national laws and international treaties. All the trademarks owned or licensed by The Coca-Cola Company that are in usein Turkey (and many others not currently in use) are registered with the Turkish Patent Institute, or are the subject of a pendingapplication, in the name of The Coca-Cola Company. All the trademarks owned and licensed by The Coca-Cola Company incountries outside of Turkey are registered with the national trademark registry offices, or are subject of a pending application, inthe name of The Coca-Cola Company. Historically, The Coca-Cola Company has borne all the legal costs of combatinginfringements of The Coca-Cola Company's trademarks.Insurance and Risk ManagementWe believe we are adequately insured against all losses and risks involving property and third party liability. For ourTurkish operations, we have insurance covering director's and officer's liability, product liability, general liability, as well as fleetinsurance, from Turkish insurance companies. Since 2002, we have obtained coverage against terrorist acts from an internationalinsurance provider. In addition, we have insurance covering interruptions in our business caused by any failure by a supplier dueto physical damage to the supplier's premises.Our bottlers outside of Turkey generally have insurance policies coving property, third party liability and businessinterruption from local insurers. In addition, they obtain reinsurance from Turkish insurance companies for director's andofficer's liability, third party liability, loss of profit and business interruption. Our operations in Kazakhstan, Azerbaijan andKyrgyzstan also have insurance coverage against terrorist acts from an international insurance provider.

We have implemented systems that we believe are appropriate to identify, assess and control key risks. We useprofessional external advisors and insurance agents to review and verify our risk management approach. We have establishedrisk control guidelines, which are applied and audited at all of our production facilities.Legal ProceedingsOn March 1, 2004, the permit for the discharge of treated waste water of our Bursa plant expired. We had requested theextension of the term of such discharge permit's term for an additional three years, but the Bursa City Environment and ForestDirectorate rejected our request on the grounds that we were not a member of the Yeşil Çevre Waste Water Treatment FacilityManagement Cooperative (the "Cooperative") and did not have a quality control permit for the connection between our plant andthe Bursa discharge facility. Since we could not reach an amicable solution with the administration, on August 23, 2004, wefiled a lawsuit in order to have this administrative action annulled. The decision of the court of first instance was in favor of theBursa regulatory authority. On May 31, 2005, we appealed this decision, and the Court of Appeals has not yet rendered its finaljudgment. Although in principle the maximum penalty for failure to have the necessary permit would be closure of the facility,we do not believe such an event will occur and we do not expect this issue to have a material effect on our results of operationsor on the operations of our Bursa plant. In the meantime, we are continuing our settlement discussions with the administrationand we have applied to become a member of the Cooperative. In the event that we cannot reach a settlement with the regulatoryauthorities, we intend to construct our own wastewater pipeline. Furthermore, we believe that our membership in theCooperative may be approved and completed by July 2006, in which case we would treat our waste water through the facilitiesof the Cooperative.In November 2004, the Ankara Municipality notified us of its claim that we were using an underground source of waterin our facility without a permit. The Ankara Municipality claimed that we were required to subscribe to its underground waterservices and stated that, if we failed to do so, our wells would be sealed. We responded to this notice and indicated that we havebeen using this underground source for industrial purposes in compliance with the underground water regulations and relatedcertificates we have received from the State Water Affairs Bureau. We have filed an action with the appropriate court to seekcancellation of the claim by the Ankara Municipality. We do not believe that an adverse decision would have a material impacton our results of operations or on the operations of our Ankara plant because we have access to other sources of water.In 2004, the Consumer Rights Association challenged before the Supreme Administrative Court the Communiqué onTurkish Nutrition Code for Energy Drinks numbered 2004/11. The Supreme Administrative Court suspended the execution ofcertain provisions of the said Communiqué on the grounds that the limits provided for the ingredients of energy drinks(including but not limited to caffeine) were risky for public health. Subsequently, the Ministry of Agriculture and Rural Affairsand the Ministry of Health issued a new communiqué numbered 2005/7 amending such suspended provisions.On February 25, 2005, the Consumer Rights Association filed another lawsuit against the Ministry of Agriculture andRural Affairs and the Ministry of Health challenging the Communiqué numbered 2005/7 that amended the previously suspendedregulations on the grounds that the limit set forth by the new regulations continues to endanger public health. The SupremeAdministrative Court has ruled for an injunction suspending execution of the second communiqué on July 22, 2005. As a resultof these actions, the sale of energy drinks (including our product, Burn) was prohibited in Turkey until the Court rendered itsfinal decision. However, the Ministry of Agriculture and Rural Affairs issued a new Communiqué (No: 2006/5) on theproduction and distribution of energy drinks. Accordingly, CCI started production of Burn with the new formula as prescribedby the new Communiqué in March 2006 and the distribution of Burn has recommenced.On November 15, 2005, the International Labor Rights Fund and former employees of Trakya Nakliyat ve Ticaret Ltd.,a provider of transportation services to CCSD, filed a claim against The Coca-Cola Company, The Coca-Cola ExportCorporation and us claiming that we violated the U.S. Alien Tort Claims Act, the U.S. Torture Victim Protection Act, the U.S.Racketeer Influenced and Corrupt Organizations Act, and New York State tort law. The plaintiffs seek an unspecified amount ofdamages for the physical injuries and mental anguish claimed to have been experienced by the employees as a result of allegedpolice action during a protest, held at our headquarters in Istanbul, relating to the termination of unionized employees of TrakyaNakliyat. We and the other defendants believe that this claim is without merit and have filed a motion to dismiss with respect tothe claim.Except as described in this offering memorandum, we are not subject to any litigation, arbitration, regulatory actions orother disputes which, individually or in the aggregate, involve potential liabilities which we believe could have a significanteffect or a material adverse effect on our business, financial condition, financial position, profitability or results of operations,nor are we aware that any such disputes are pending or threatened against us.Property

The following tables set forth all of our facilities and properties:Production FacilitiesFacility Location Land Build-up area Warehouse(in square meters)TurkeyAnkara............................................................... Ankara — 23,112 —Bursa.................................................................. Bursa — 33,451 —Çorlu.................................................................. Tekirdağ 41,266 46,662 —Kemalpaşa......................................................... İzmir 62,369 20,338 —Mersin ............................................................... Mersin — 35,834 —Sarayköy............................................................ Ankara 2,883 — —OtherKazakhstan........................................................ Almaty City 15,900 9,800 1,754Kazakhstan........................................................ Bereke Village 263,740 14,500 2,341Azerbaijan ......................................................... Binagadi (Baku) 28,792 11,908 4,200Jordan ................................................................ Madabz 34,628 16,289 14,464Kyrgyzstan ........................................................ Bishkek 25,500 11,126 5,796Sales Centers and WarehousesWarehouse Location Land Build-up area Warehouse(in square meters)TurkeyYenibosna................................................................................ Istanbul 11,700 —Işıkkent.................................................................................... İzmir 23,050 11,217 —Elazığ....................................................................................... Elazığ 4,190 —Ankara..................................................................................... Ankara 15,455Ümraniye (1) .............................................................................. Istanbul 1,950 20,003 —OtherKazakhstan.............................................................................. Almaty City 2,975 3,425 3,050Kazakhstan.............................................................................. Bereke Village 4,530 4,530 4,530Kazakhstan.............................................................................. Astana City 2,742 2,742 2,616Kazakhstan.............................................................................. Shymkent 2,622 2,622 2,500Jordan ...................................................................................... Amman (Hizam) 13,460 6,571 1,106Jordan ...................................................................................... Amman 9,099 5,184 2,638Jordan ...................................................................................... Irbed 16,659 3,954 2,748Jordan ...................................................................................... Aqabz — 505 305Other Real Property (2)Property Location Land(in square meters)TurkeyBalgat .................................................................................................................. Ankara 10,559Babaeski .............................................................................................................. Kırklareli 3,100Babaeski .............................................................................................................. Kırklareli 7,150Babaeski .............................................................................................................. Kırklareli 9,900Babaeski .............................................................................................................. Kırklareli 3,500Beypazarı............................................................................................................. Ankara 1,857Beypazarı............................................................................................................. Ankara 8,335Maşukiye............................................................................................................. İzmit 76,669Aliağa .................................................................................................................. İzmir 35,262Ümraniye............................................................................................................. İstanbul 404Bursa.................................................................................................................... Bursa 4,800(1) Includes CCI headquarters.

(2) These properties are not currently in use.Except for our properties in Astana and Shymkent in Kazakhstan and certain properties in Azerbaijan which are leasedto us, we own all of our production facilities, warehouses and properties free of material liens other than CC Jordan's propertylocated in Hizam which is subject to a bank mortgage in an amount of $2.5 million.

MANAGEMENTBoard of DirectorsUnder the Turkish Commercial Code and our articles of association, our board of directors is responsible for themanagement of CCI. The articles of association require that our board of directors consist of ten members. All directors serve forterms of three years.Pursuant to our articles of association, the holders of a majority of Class A Shares may nominate six members of theboard of directors, the holders of a majority of Class B Shares may nominate three members and the remaining director will beelected from among the persons nominated by any shareholder. If any class of shareholders fails to obtain a majority, anyshareholder, regardless of its class, shall have the right to make such nomination. Under Turkish law, directors are required toown at least one share in order to serve on the board. However, if a director is elected to the board as a representative of a legalentity shareholder, then such shareholder may pledge one share to the company on behalf of such director. See "Description ofthe Share Capital—Board of Directors."The following table sets forth the name of each member of our board of directors as of the date of this offeringmemorandum.NameYear ofBirthPositionYear FirstElected toPositionYearTermEndsTuncay Özilhan..................... 1947 Chairman of CCI; Chief Executive Officer of Anadolu1996 2009GroupMehmet Cem Kozlu.............. 1946 Vice Chairman of CCI; Consultant to the North Asia,1998 2009Eurasia and Middle East Group of the Coca-Cola CompanyMichael A. O'Neill................ 1945 Director of CCI; Managing Director of CCI 2005 2009Recep Yılmaz Argüden......... 1958 Director of CCI; Director of Efes Invest 2005 2009Ahmet Boyacıoğlu ................ 1946 Director of CCI; President of the Efes Beer Group 2005 2009John M. Guarino ................... 1959 Director of CCI; Regional Director for Bottling Investments 2005 2009Armağan Özgörkey...............1963 Director of CCI; Chairman of the Board of ÖzgörkeyHolding A.Ş. and Vice Chairman of the Board of EtapIndustrial and Investment Holding1998 2009Gerard A. Reidy.................... 1942 Director of CCI 2006 2009John P. Sechi......................... 1957 Director of CCI 2006 2009Mehmet Hurşit Zorlu ............ 1959 Director of CCI; Chief Financial Officer and InvestorRelationsDirector of Efes Beverage Group2004 2009Of our board of directors, three members, John M. Guarino, Mehmet Cem Kozlu and Gerard A. Reidy, were nominatedby The Coca-Cola Company, in its capacity as Class B shareholder; six members, Tuncay Özilhan, Mehmet Hurşit Zorlu,Michael A. O'Neill, John P. Sechi, Ahmet Boyacıoğlu and Recep Yılmaz Argüden, were nominated by Anadolu Efes, in itscapacity as Class A shareholder; and one member, Armağan Özgörkey, was further nominated by Anadolu Efes in its capacityas a shareholder, in accordance with the provisions of our articles of association. See "Risk Factors—Risks Relating to Controlby Principal Shareholders—Our principal shareholders have the ability to exert significant influence over our business and theirinterests may not be aligned with our interests or those of other shareholders" and "Description of the Share Capital—Board ofDirectors." Although Mr. Reidy was nominated by The Coca-Cola Company and Mr. Sechi was nominated by Anadolu Efes,they have no other current ties to the nominating shareholders.Pursuant to our articles of association, the chairman of the board of directors is selected from among the directorsnominated by the Class A shareholders and the vice chairman is selected from among the directors nominated by the Class Bshareholders.The business address of our directors is Esenşehir Mah. Erzincan Cad. No. 36, 34776 Ümraniye, Istanbul, Turkey.Senior Management

Our senior management is responsible for the day-to-day management of our company in accordance with theinstructions, policies and operating guidelines set by our board of directors. Pursuant to our articles of association, the board ofdirectors may delegate some of its powers to a managing director who must be nominated by the directors nominated by theClass A shareholders although the appointment must be approved by at least two directors appointed by the Class Bshareholders. The following table sets forth the name and office of each executive officer of CCI.Year FirstNameYear ofBirth PositionAppointedto PositionMichael A. O'Neill.................... 1945 Managing Director 2006Ronald W. Jones ....................... 1944 Chief Operating Officer—Turkey and the Middle East 2006Christopher W. J. Gaunt ........... 1946 Chief Operating Officer—Central Asia Operations 2005Burak Başarır ............................ 1970 Chief Financial Officer 2005Hüseyin Akın ............................ 1958 President—Turkey 2006Aliye Alptekin........................... 1960 Human Resources Director 2004The business address of each member of our senior management is Esenşehir Mah. Erzincan Cad. No. 36, 34776Ümraniye, Istanbul, Turkey.BiographiesDirectorsTuncay Özilhan. Mr. Özilhan has been the chairman of our board of directors since 1996. Mr. Özilhan has been actingas Chief Executive Officer of the Anadolu Group since 1984. Mr. Özilhan also serves as Chairman of Efes Pazarlama, Tarbes,Efes Invest, ABank, Anadolu Cetelem, Adel Kalemcilik, Ülkü Kırtasiye, Anadolu Elektronik and Hamburger Restoranİşletmeleri A.Ş. In addition, he has been General Manager of Erciyas Biracılık since 1977, and General Coordinator of theAnadolu Endüstri Holding Beer Group and General Coordinator of Anadolu Endüstri Holding since 1980. From 2001 through2003, he was President of TÜSİAD (the Turkish Industrial and Businessmen's Association). He is Honorary Consul of Estoniaas well as Chairman of the Efes Pilsen Sports Club. Mr. Özilhan holds a degree in economics from Istanbul University and anM.B.A. from Long Island University in the United States.M. Cem Kozlu. Mr. Kozlu was appointed as a member of our board of directors in 1998 and has been the vicechairman of our board of directors since January 2006. He has been the President of the Central Europe, Eurasia and MiddleEast Group of The Coca-Cola Company, which covers 48 countries, since 2001. In 2000, Mr. Kozlu was appointed President ofThe Coca-Cola Company's Central Europe and Eurasia Group and in 2001 his responsibilities were expanded to include theMiddle East Region as well. From 1998 to 2000, he was President of the Southern Eurasia Division of The Coca-ColaCompany. He first joined The Coca-Cola Company in 1996 as Managing Director responsible for its Turkey, Caucasus andCentral Asian Republics operations. Before joining The Coca-Cola Company, Mr. Kozlu served as a Member of Parliament inthe Turkish National Assembly from 1992 to 1995. He served as Chairman and Chief Executive Officer of Turkish Airlinesfrom 1989 to 1991 and as Chairman of Turkish Airlines from 1997 to 2003. In addition, he was Managing Director of KomiliHolding A.Ş. from 1985 to 1989 and Managing Director of Komili Marketing and Foreign Trade Co. from 1976 to 1984.Mr. Kozlu holds a B.A. from Denison University, an M.B.A. from Stanford University, a Ph.D. in administrative sciences fromBosphorus University and an honorary Ph.D. from Denison University.Michael A. O'Neill. Mr. O'Neill was appointed as a member of our board of directors in 2004 and became ourmanaging director (chief executive officer) in February 2006. Since retiring from The Coca-Cola Company in 2000, he hasremained a consultant to the company and serves on the boards of the joint stock company Wimm-Bill-Dann, Efes Invest, EfesBreweries International and the Council for Trade and Economic Cooperation (Russia-USA). He joined The Coca-ColaCompany in 1989 and led its entry into Russia. In 1997, he was appointed as President of the Nordic and Northern EurasiaDivision of The Coca-Cola Company, a diverse region extending from Scandinavia to Vladivostok. From 1975 to 1989, he wasa member of the Irish Foreign Trade Service. He represented Ireland abroad, serving as the agency's trade counselor and envoyto Moscow from 1977 to 1980 and director of its operations in Germany, Austria and Switzerland from 1983 to 1989. He is afounding member and First Vice President of the American Chamber of Commerce in Russia and a founding member of TheForeign Investment Advisory Council. An industrial engineer, he graduated from Rathmines College in Dublin, Ireland.R. Yılmaz Argüden. Mr. Argüden was appointed as a member of our board of directors in November 2005. He is alsoon the board of directors of Efes Invest and the Chairman of ARGE, a management consulting firm. Previously, Mr. Argüdenserved as member of the boards of directors of various companies including Erdemir Ereşli Demir ve Çelik Fabrikaları T.A.Ş.

where he served as chairman between 1997 and 1999. In 1991 Mr. Argüden served as the Chief Economic Advisor to the PrimeMinister of Turkey. From 1988 to 1990 he led Turkey's privatization program. Mr. Argüden worked at the World Bank as aSenior Officer between 1985 to 1988. He also worked at the RAND Corporation as a Policy Analyst between 1980 and 1985and at the Research and Development Center of the Koç Group between 1978 and 1980. Mr. Argüden has a B.S. degree inIndustrial Engineering from Bosphorus University and received his Ph.D. in policy analysis from the RAND Graduate Institute.Ahmet Boyacıoğlu. Mr. Boyacıoğlu was appointed as a member of our board of directors in November 2005.Mr. Boyacıoğlu is also a member of the board of directors of a number of other Efes Beverage Group companies.Mr. Boyacıoğlu served in a number of positions, including President—Strategy & Business Development, President—BeerDivisions, President—International Beer Divisions and President—Eastern Europe Divisions of Efes Beverage Group, GeneralManager of Ege Biracılık ve Malt San. A.Ş., General Manager of Güney Biracılık ve Malt San. A.Ş., Sales Manager andRegional Sales Manager of Ege Biracılık ve Malt San. A.Ş. from 1973, when he first joined Efes Beverage Group.Mr. Boyacıoğlu holds a B.S. degree in Management from Middle East Technical University, Faculty of Administrative Sciences.John M. Guarino. Mr. Guarino was appointed as a member of our board of directors in December 2005. SinceAugust 2005, he has been acting as the Europe, Middle East and Africa Regional Director for Bottling Investments for TheCoca-Cola Company. He served as the chief executive officer of Coca-Cola Erfrischungsgetränke AG based in Berlin from 2002to 2005. From 2000 to 2001, he served as the President of the Middle East and North Africa Division of The Coca-ColaCompany, with responsibility for the both the bottling and franchise business in 22 countries. Prior to joining The Coca-ColaCompany, he worked for Philip Morris Companies Inc. in a variety of executive roles in Europe, Africa and the Middle East.Mr. Guarino has a B.S. in Commerce from Rider College in Lawrenceville, New Jersey and a Masters of BusinessAdministration degree from Northeastern University in Boston.Armağan Özgörkey. Mr. Özgörkey was appointed as a member of our board of directors in 1998. He has been theChairman of Etap Beverages and Vice Chairman of the board of Etap Industrial and Investment Holding, which is a familyenterprise in the fields of plastics, packaging, fruit juice concentrates and soft drinks, since 1997. Mr. Özgörkey joined the EfesBeverage Group in 1996 and served as a Vice President of its Eastern Europe operations from 1996 to 1997. From 1985 to 1996,he served as Trade Manager and General Coordinator at his family-owned Coca-Cola bottling business covering the Aegean andMediterranean territories in Turkey. Mr. Özgörkey holds a B.S. in accounting from Oglethorpe University.Gerard A. Reidy. Gerard A. Reidy was appointed to our board of directors in January 2006. At present he is a directorof Eikon Venture Capital Fund, chairman of Gaea Products S.A. and a board member of Coca-Cola Sabco and Coca-ColaBottling Company of Egypt. Mr. Reidy was in the Coca-Cola system for 23 years. In 1971 he started his Coca-Cola career asSpecial Projects Manager of The Coca-Cola Export Corporation in South Africa. Between 1981 and 1995 he was the CEO ofCoca-Cola Hellenic Bottling Company. Mr. Reidy has a Bachelor of Engineering degree from University College, Dublin andan M. Sc, MBA and a Ph.D from Michigan State University.John P. Sechi. Mr. Sechi was appointed as a member of our board of directors in April 2006. Mr. Sechi is also theChairman and Senior Partner of Globalpraxis, a management consulting firm which provides services in the consumer goods,telecom, energy and financial services sectors, and has held this position since March 2001. He is also on the advisory boards ofvarious beverage and packaging companies. From June 1998 to December 2000, Mr. Sechi was President of the GermanDivision for The Coca-Cola Company. He was Division President of the Central Mediterranean Division and Vice President ofThe Coca-Cola Export Corporation from January 1995 to June 1998. He joined The Coca-Cola Company in January 1985 withthe International Audit Group as a Principal Auditor until August 1987 after which he held a variety of positions of increasingresponsibility, including: Finance Director for Coca-Cola Great Britain Ltd and Refreshment Spectrum Ltd fromSeptember 1987 to June 1998, Supply Point Manager for the Northwest European Division from July 1988 to March 1989,European Supply Point Director from April 1989 to December 1990, Chief Financial Officer for the Iberian Division fromJanuary 1990 to August 1993 and Deputy Division President for the Central Mediterranean Division from September 1993 toDecember 1994. He has more than 22 years of experience in the beverage industry and has worked in more than 20 countries.Prior to joining Coca-Cola, he was an Audit Manager with Touche Ross & Co. (now Deloitte & Touche) and a FinancialAnalyst with ICI. He is a member of the Canadian Institute of Chartered Accountants and holds a Bachelor of BusinessManagement degree from Ryerson University, Toronto, Canada.M. Hurşit Zorlu. Mr. Zorlu was appointed as a member of our board of directors in 2004. He joined the Efes BeverageGroup in 1984 and has been the Chief Financial Officer and Investor Relations Director of the Efes Beverage Group since 2000.He currently serves as a member of the boards of directors of various Efes Beverage Group companies, including Efes BreweriesInternational, Efes Invest, Efes Ukraine, Efes Romania, Efes Moldova, Rostov Beverage, Anadolu Efes Technical Managementand Consultancy N.V. and Efes Holland Technical Management and Consultancy B.V. Prior to joining the Efes Beverage

Group, Mr. Zorlu worked for Turkish Airlines as Marketing Specialist from 1982 to 1984. Mr. Zorlu holds a B.S. in economicsfrom Istanbul University.Executive OfficersMichael A. O'Neill. See "—Directors."Ronald W. Jones. Mr. Jones served as our managing director from November 2001 until our acquisition of Efes Investin November 2005 when he became Chief Operating Officer of our Turkish and Middle Eastern Operations. He also served as amember of our board of directors from 2001 to 2005. He joined the Coca-Cola system in 1980 as Vice President and ChiefOperating Officer of The Coca-Cola Bottling Co. of the Peninsula. Mr. Jones has been responsible for various operations withinthe Coca-Cola system including serving as President and Chief Executive Officer of The Coca-Cola Bottling Company ofLouisiana. Between 1998 and 2001, he served as President and Chief Executive Officer of Efes Invest. Mr. Jones holds a B.S. ingeneral business from New York State University and received an honorary Ph.D. in human letters from the University of NewOrleans.Christopher W. J. Gaunt. Mr. Gaunt was appointed as the President of Efes Invest in 2001 and was appointed ChiefOperating Officer of our International Operations after our acquisition of Efes Invest in November 2005. He first joined EfesBeverage Group in 2000 as the general manager of Bulgaria operations. Prior to joining Eves Beverage Group, Mr. Gauntserved for one year as Executive Director of Panonska Pivovara Croatia (Carlsberg International) and General Director of Coca-Cola Bottlers Uzbekistan from 1996 to 1999. Between 1973 and 1994, he worked in the UK Beverage Industry, progressing tosenior management positions with H.P. Bulmer and Allied Domecq. He also worked the Wine and Spirit Division of theWhitbread Brewery Group in 1973. Mr. Gaunt has a degree in History from Leeds University.Burak Başarır. Mr. Başarır has served as our Chief Financial Officer since January 2005. In CCI, he served as AnkaraSales Center Manager from 2003 to 2005, Mersin Sales Center Manager from 2000 to 2003, Middle Anatolia Sales CenterFinance Manager from 1999 to 2000, and Budget and Planning Supervisor from 1998 to 1999. Prior to joining CCI, Mr. Başarırserved as Senior Auditor for Arthur Andersen for three years between 1995 and 1998. Mr. Başarır holds an A.A. in internationalbusiness from American River College and a B.S. in business administration from Middle East Technical University.Hüseyin Akın. Mr. Akın has served as our Commercial Director for Turkish operations since 1998 and, after ouracquisition of Efes Invest, became our President—Turkey in February 2006. Prior to assuming his current position, he served asMarketing Manager of The Coca-Cola Company for the Caucasus and Central Asian Republics Region from 1993 to 1998,General Manager of Coca-Cola Marketing, Sales & Distribution Company from 1991 to 1993 and Key Accounts and FountainBusiness Manager from 1989 to 1991. Prior to joining the Coca-Cola system, he worked for Procter & Gamble from 1988 to1989 as Brand Manager, for Madra-Akın Edible Oil and Soap Company first as Regional Sales Manager and later as FinanceDirector between 1985 and 1988, and for Hewlett-Packard as Marketing Engineer from 1981 to 1982. Mr. Akın holds a B.S. inelectrical engineering and computer science from Princeton University and an M.B.A. in marketing, finance and internationalbusiness from the University of Chicago.Aliye Alptekin. Ms. Alptekin joined our company in February 2004 as Deputy Human Resources Director and becameour Human Resources Director in May 2004. Prior to joining us, she worked for Turkish Airlines from 1989 to 2004, where sheheld various positions such as International Relations and Agreements Manager, Senior Vice President of Marketing, andExecutive Vice President in charge of Human Resources. Ms. Alptekin holds a B.S. in business administration from HacettepeUniversity.Corporate GovernanceThere are no mandatory corporate governance rules in Turkey. In 2003, the CMB issued a set of recommendedprinciples for public companies (the "Corporate Governance Principles") which were amended in February 2005. The CorporateGovernance Principles can be categorized in four groups: (i) principles relating to investor relations; (ii) principles relating topublic disclosure and transparency; (iii) principles relating to stakeholders; and (iv) principles relating to management.Implementation of the Corporate Governance Principles is not currently mandatory. However, the CMB requires publiccompanies to disclose the extent to which they have been implemented and, if they have not been fully implemented, to explainthe reasons therefor. The CMB may decide to declare such principles as mandatory in the future and require us to fully complywith them. Although we have taken steps to implement many of the provisions of the Corporate Governance Principles,including adopting a Code of Ethics applicable to our directors and employees, currently we are not fully in compliance. We areclosely monitoring the adaptation of these principles in order to assess the measures needed to implement the best corporategovernance practice that will develop in the Turkish market.

We have established an Investor Relations department to ensure that we will be accessible to our public shareholders.In order to ensure that we inform our shareholders of material developments in a timely manner, we have taken all necessarymeasures to comply with the rules of the CMB and ISE with respect to public disclosure. In addition, subject to applicable CMBrules, we intend to use our website to provide useful information to our shareholders. We will publish our annual reportsfollowing the offering and will make them accessible to our investors.We have adopted a transparent dividend policy which is reflected in our articles of association. Our articles ofassociation do not restrict the transfer of Class C Shares. Our Class A Shares and Class B Shares will continue to have certainprivileged rights with respect to management. See "Description of Share Capital—General Meetings."We have a board of directors consisting of ten members, six of whom are nominated by Class A shareholders and threeof whom are nominated by Class B shareholders. The remaining director is nominated by any one of our shareholders. We donot have any independent directors as defined in the Corporate Governance Principles; however, Gerard A. Reidy, nominated byThe Coca-Cola Company, and John P. Sechi, nominated by Anadolu Efes, do not have any current ties to such nominatingshareholders.See "Description of Share Capital—Board of Directors" for a description of the nomination process for our board ofdirectors.Board PracticesBoard Committees. We formed an audit committee in accordance with the Corporate Governance Principles inDecember 2005 to supervise the execution, adequacy and efficiency of our accounting system, disclosure of financialinformation, external audit and internal control. In addition, the audit committee is responsible for approving the appointment ofa chief audit executive and reviewing his compensation package and performance. The current members are Recep YılmazArgüden, John P. Sechi and Cem Kozlu. Messrs. Argüden and Sechi represent the Class A shareholders, and Mr. Kozlurepresents the Class B shareholders. Our audit committee reports to our board of directors and is required to meet at least fourtimes in a year and once in each quarter. See "Description of the Share Capital—Audit Committee."Service Contracts. The directors' and executive officers service contracts do not provide for benefits upon terminationof employment.CompensationWe aim to provide sufficient compensation for our employees to attract and retain individuals with the skills necessaryto successfully manage and grow our business and maximize long-term shareholder value. Our compensation policy seeks toprovide total compensation that is competitive with the consumer goods market. To check and follow up with the marketconditions in terms of compensation and benefits, we participate in and subscribe to Hay Group's professional market surveys ofremuneration in Turkey.Remuneration of the board of directors is approved by the general meeting of shareholders. Pursuant to our articles ofassociation, remuneration of the managing director is a Major Decision requiring the approval of at least two directorsnominated by the Class B shareholders, as well as the voting quorum. See "Description of the Share Capital—ManagingDirector."The total remuneration paid to the directors and all other senior executives of CCI (including payments under themanagement incentive plan, the long-term incentive plan, management bonuses, performance pay and, for certain executives,payments relating to housing and home leave) with respect to 2005 amounted to YTL5.9 million. No loans were made to ourdirectors or executive officers during the past three years.Expatriate PolicyMost of our employees in our international operations are hired locally and their compensation is set in accordance withlocal market practices. Generally, only management level employees are given expatriate assignments, although we makeexceptions if technical expertise is needed in our international operations. We provide certain benefits to employees onexpatriate assignments.Incentive Plans

Consistent with our commitment to long-term shareholder value, our policy is to link a significant portion of ourexecutive officers' compensation to the performance of our business through incentive plans. Therefore, in structuringremuneration packages, we aim to link the potential reward to the performance of our business as well as to the performance ofthe individual.Management Incentive PlanWe operate a management incentive plan for our managers and more senior ranking employees. The individualincentive is based on both individual performance and the performance of our business. The target award is a proportion of theannual base salary, increasing for more senior employees, and varies from 15% up to 60% of an employee's base annual salary.Compensation under the management incentive plan is typically paid in cash. We paid a total of YTL1.5 million to eligibleemployees under the plan in 2003, YTL2.0 million in 2004 and YTL3.2 million in 2005.Long-Term Incentive PlanIn addition to the management incentive plan described above, we have instituted a long-term incentive plan aimed atretaining middle- and senior-ranking employees. Based on overall business performance in terms of sales volume and EBITDA,an amount is recommended each year to the board of directors to be set aside for distribution to plan participants. Individualawards are made as a percentage of gross annual base salary and plan amounts are proportionately vested over a three-yearperiod. Funds in the plan are managed by a local investment bank to maximize return on amounts invested. Payments madeunder this plan amounted to YTL0.5 million in 2003, YTL0.9 million in 2004 and YTL0.5 million in 2005.The Coca-Cola Company Stock Option PlanPrior to 1998, some of our middle- and senior-ranking managers were entitled to participate in the stock option plan ofThe Coca-Cola Company. Options granted under the plan are immediately exercisable for up to 10 years or 15 years from thedate of award. If The Coca-Cola Company's ownership of CCI falls below 20%, all options outstanding must be exercisedwithin six months of that date. CCI has no stock option plan.Share OwnershipExcept as disclosed in "Principal Shareholders and Related Party Transactions—Principal Shareholders," as of the dateof this offering memorandum, none of the members of our board of directors or senior management directly owns more than 1%of any class of our share capital, and none of them will own more than 1% of any class of our share capital following theoffering.Principal ShareholdersPRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONSThe table below sets forth the interests of our principal shareholders as of the date of this offering memorandum:% ofOutstandingShare Capital% ofClass CSharesNameTotal SharesOwnedClass CShares OwnedThe Coca-Cola Company................................... 8,951,427,978.6 35.86 3,840,000,000.0 32.41Anadolu Efes........................................................ 12,783,535,809.7 51.22 4,783,535,809.7 40.38Anadolu Efes Biracılık ve Malt Sanayi A.Ş. (1) ..... 10,204,730,774.6 40.89 2,304,730,774.6 19.46Efes Pazarlama ve Dağıtım Ticaret A.Ş............... 2,578,805,035.1 10.33 2,478,805,035.1 20.92Özgörkey Holding............................................... 1,969,471,861.0 7.89 1,969,471,861.0 16.62Coca-Cola Satış ve Dağıtım A.Ş. ....................... 1,253,354,597.5 5.02 1,253,354,597.5 10.58(1) Reflects acquisition by Anadolu Efes Biracılık ve Malt Sanayi A.Ş. of 11,184,177,147 Class C Shares from AnadoluEndüstri Holding A.Ş. prior to the completion of this offering. See " —Anadolu Efes."The table below sets forth the interests of our principal shareholders as adjusted to reflect the offering:Following the Offering withoutFollowing the Offering with

Over-AllotmentOver-AllotmentName% ofOutstandingShare Capital Class C Shares% ofClass CShares% ofOutstandingShare Capital Class C Shares% ofClass CSharesThe Coca-Cola Company.. 23.04 638,122,400.0 5.39 20.48 — —Anadolu Efes....................... 51.22 4,783,535,809.7 40.38 51.22 4,783,535,809.7 40.38Anadolu Efes Biracılık veMalt Sanayi A.Ş................ 40.89 2,304,730,774.6 19.46 40.89 2,304,730,774.6 19.46Efes Pazarlama ve DağıtımTicaret A.Ş. ....................... 10.33 2,478,805,035.1 20.92 10.33 2,478,805,035.1 20.92Özgörkey Holding.............. 5.58 1,392,471,861.0 11.75 5.12 1,277,071,861.0 10.78Coca-Cola Satış veDağıtım A.Ş...................... 0.00 97.5 0.00 0.00 97.5 0.00In addition to the Class C Shares indicated above:• Anadolu Efes Biracılık ve Malt Sanayi A.Ş. holds 7,900,000,000 Class A Shares and Efes Pazarlama ve DağıtımTicaret A.Ş. holds 100,000,000 Class A Shares, representing all of the Class A Shares outstanding; and• The Coca-Cola Export Corporation holds 5,111,427,978.6 Class B Shares and Mr. Cemal Ahmet Bozer holds1,884.5 Class B Shares (together representing all of the Class B Shares outstanding).The Coca-Cola CompanyThe Coca-Cola Company was incorporated in September 1919 under the laws of the State of Delaware and succeededto the business of a Georgia corporation with the same name that had been organized in 1892. The Coca-Cola Company is thelargest manufacturer, distributor and marketer of alcohol-free beverage concentrates and syrups in the world. Finished beverageproducts bearing The Coca-Cola Company's trademarks, sold in the United States since 1886, are now sold in more than 200countries and include the leading soft drink products in most of these countries. The Coca-Cola Company also produces, marketsand distributes juices and juice drinks, as well as certain water products.The Coca-Cola Company holds, indirectly through The Coca-Cola Export Corporation, 35.9% of our outstanding sharecapital including all of our outstanding Class B Shares (with the exception of 1,884.5 Class B Shares held by Mr. Cemal AhmetBozer, who is the President of Coca-Cola Eurasia and Middle East Division. Three members of our board of directors, John M.Guarino, Mehmet Cem Kozlu and Gerard A. Reidy were nominated by The Coca-Cola Company and elected in accordance withthe provisions of our articles of association.The business address of The Coca-Cola Company is One Coca-Cola Plaza, Atlanta, Georgia 30313, United States.

Anadolu EfesEstablished in 1966, Anadolu Efes is the leading brewer in Turkey and also produces and markets beer, malt and softdrinks across a geography that consists of Turkey, Russia, the CIS countries, Southeast Europe and the Middle East through itssubsidiaries and affiliates.Anadolu Efes conducts the beverage operations of Anadolu Endüstri Holding A.Ş., a leading Turkish conglomerate thatoperates in a number of industries both within and outside Turkey, including automotive, office supply and stationery, quickservice restaurants and financial services sectors in addition to beverages.Yazıcılar Holding A.Ş., Özilhan Sınai Yatırım A.Ş. and Anadolu Endüstri Holding A.Ş. are the largest shareholders ofAnadolu Efes with 29.77%, 17.30% and 7.84% respectively. Anadolu Efes is listed on the Istanbul Stock Exchange and 45.09%of Anadolu Efes is publicly held.Anadolu Efes' beer business consists of a total of sixteen breweries, six malteries and one hops processing facility in sixcountries.Six members of our board of directors, Tuncay Özilhan, Mehmet Hurşit Zorlu, Michael O'Neill, John P. Sechi, AhmetBoyacıoğlu and Recep Yılmaz Argüden were nominated by Anadolu Efes in its capacity as holder of our Class A Shares andelected in accordance with the provisions of our articles of association.The business address of Anadolu Efes is Esentepe Mah. Anadolu Cad. No: 1 Kartal, 34870, Istanbul, Turkey.Özgörkey HoldingÖzgörkey Holding, established in 1997, is the parent company of Etap Holding which holds the companies owned bythe Özgörkey Family. Prior to the formation of CCI through the merger of three bottling companies, the members of ÖzgörkeyFamily were the shareholders of The Coca- Cola Company's franchise for the Aegean and Mediterranean regions of Turkey andthe Eastern part of Romania for over 35 years with significant experience in the soft drink industry. In addition to its beverageinterests, Özgörkey Holding investments are in the fields of printing and packaging, foods and agriculture and design andmanufacture of storage and material handling units produced in injection molded plastics.Özgörkey Holding holds 7.9% of our outstanding share capital and 16.6% of our outstanding Class C Shares.The business address of Özgörkey Holding is Kemalpaşa Caddesi No: 12 35060, Pınarbaşı, İzmir.Our Relationship with The Coca-Cola CompanyThe Coca-Cola SystemThe Coca-Cola system is based on a division of functions between The Coca-Cola Company and its various bottlersthat is intended to optimize the production, marketing and distribution of The Coca-Cola Company's beverages worldwide.The Coca-Cola Company owns the trademarks of the beverages of The Coca-Cola Company, controls the globalmarketing of The Coca-Cola Company's brands and supplies the bottlers of The Coca-Cola Company's products withconcentrate and beverage bases for these products.In their local markets, the bottlers of The Coca-Cola Company's products generally undertake to:• produce the products of The Coca-Cola Company;• engage in local marketing and promotional activities customized to the particular circumstances of the markets inwhich they operate;• establish business relationships with local customers and develop local distribution channels, for example, byinvesting in cold drink equipment, such as coolers; and• distribute the products of The Coca-Cola Company to retailers either directly or indirectly through wholesalers.

The Coca-Cola Company maintains relationships with independently owned bottlers in which The Coca-ColaCompany has no ownership interest, with bottlers in which The Coca-Cola Company has invested and holds a non-controllingownership interest and with bottlers in which The Coca-Cola Company has invested and holds a controlling ownership interest.We work closely with The Coca-Cola Company to maximize our opportunities to increase sales growth, with the goalof increasing long-term value for our shareholders.Bottler's Agreement for Turkish OperationsOverview. A bottler's agreement is essential to participate as a bottler in the Coca-Cola system. The Coca-ColaCompany has the ability to exert significant influence over the conduct of our business under our bottler's agreement. Thebottler's agreement that we entered into with The Coca-Cola Company and The Coca-Cola Export Corporation in July 2000 is inthe standard form that The Coca-Cola Company uses with bottlers outside the United States and the European Union for the saleof concentrate for The Coca-Cola Company's trademarked beverages. The bottler's agreement has a fixed initial term and iscurrently set to expire on June 30, 2006. In a letter dated December 2, 2005, we agreed with The Coca-Cola Company that ourbottler's agreement with respect to Turkey will be renewed, on the terms currently in place, for an additional 10 years as ofJuly 1, 2006.Exclusivity. We have the right to prepare and package and to sell and distribute those beverages of The Coca-ColaCompany in those containers, such as glass bottles, plastic bottles or cans, specifically authorized in the bottler's agreement. TheCoca-Cola Company has agreed to refrain from distributing or selling and from authorizing third parties to distribute or sell theauthorized beverages in the authorized containers throughout Turkey, but retains the right to prepare and package productscovered by the agreement in Turkey for sale outside our exclusive territory. In addition, The Coca-Cola Company retains theright to prepare, package, distribute and sell, or authorize third parties to prepare, package, distribute and sell, the productscovered by the agreement in Turkey in any manner or form not specified in the bottler's agreement. The bottler's agreement alsocontemplates that there may be instances in which large or special buyers have operations transcending the boundaries of ourterritory and, in such instances, we have agreed not to oppose, without valid reason, any additional measures deemed by TheCoca-Cola Company to be necessary and justified in order to protect and improve the sales and distribution to such buyers, evenif those measures would entail a restriction of our rights or obligations within reasonable limits.We are not prohibited from selling beverages other than The Coca-Cola Company's products. Pursuant to the bottler'sagreement, we ensure that the distribution and other equipment and material used under the bottler's agreement have a uniformexternal appearance. We are only prohibited from using such equipment to distribute and sell any products which are notidentified by The Coca-Cola Company's trademarks without the prior written consent of The Coca-Cola Company. Also, wehave undertaken not to prepare, package, distribute or sell any concentrate, syrup or beverage which is likely to be passed off foror appear as an imitation of the concentrates, syrups or beverages described in the bottler's agreement.Transshipping. We are prohibited from preparing, selling or distributing The Coca-Cola Company's beverages outsideof the territory of Turkey and from selling those beverages to anyone who intends to sell them outside Turkey without the priorwritten consent of The Coca-Cola Company. We have agreed to use identification codes on all our packaging materials for TheCoca-Cola Company's beverages for the purposes of identifying the source of the manufacture of the products on the market.The Coca-Cola Company may impose financial penalties on us if our products are found in another bottler's territory, or evencancel our authorization for the type of containers found in the other bottler's territory. We currently have a special authorizationfrom The Coca-Cola Company to sell products to a subsidiary of The Coca-Cola Company in Turkey for resale in the TurkishRepublic of Northern Cyprus, as well as to distributors reselling into Iraq.Supply of Concentrate. Our bottler's agreement requires us to purchase all our requirements of concentrate forbeverages of The Coca-Cola Company from The Coca-Cola Company and/or its authorized suppliers. The Coca-Cola Companyhas the right to establish in its sole discretion the prices of the concentrates and beverage bases we purchase from it, as well asthe authorized suppliers of these concentrates and beverage bases, the conditions of shipment and the currency in which paymentmust be made. The Coca-Cola Company has the right to change the authorized suppliers and, at any time, revise the price ofconcentrate and the currency or currencies acceptable to it or its authorized suppliers. If we are unwilling to pay the revisedprice, The Coca-Cola Company may terminate the agreement or withdraw its authorization with respect to certain beverages.See "—Termination."Packaging and Trademarks. We must distribute all the products of The Coca-Cola Company that we produce incontainers authorized by The Coca-Cola Company. The Coca-Cola Company has the right to approve, in its sole discretion, anykind of packages and containers for The Coca-Cola Company's beverages, including their size, shape and other attributes. The

Coca-Cola Company may, in its sole discretion, cancel its authorization of any container upon giving us six months' notice solong as this is done in good faith. We must purchase all containers, closures, cases and other packaging materials and labels frommanufacturers approved by The Coca-Cola Company.The Coca-Cola Company is the sole owner of the trademarks that distinguish The Coca-Cola Company's beveragebases, syrups and beverages. We are prohibited from producing other products or packages that would imitate, infringe or causeconfusion with the products, containers or trademarks of The Coca-Cola Company, or from acquiring or holding an interest in aparty that engages in such activities.Moreover, we are prohibited from using the name of The Coca-Cola Company, the trademarks of The Coca-ColaCompany or any description of our relationship with The Coca-Cola Company in any prospectus, advertisement or other saleseffort which relates to issuing, offering or transferring any of our equity or debt securities, or promoting or selling any of thosesecurities, without obtaining a prior written consent of The Coca-Cola Company. We have obtained such consent from TheCoca-Cola Company in connection with this offering.Product Promotion. The bottler's agreement requires us to develop, stimulate and fully meet the demand for TheCoca-Cola Company's beverages in The Republic of Turkey and use all approved means and spend such funds on advertisingand marketing of the beverages as may be required to meet that objective. The Coca-Cola Company may, in its sole discretion,contribute to our advertising and marketing expenditures or undertake promotional activities at its own expense. We are requiredto obtain the prior approval of The Coca-Cola Company with respect to all advertising and promotional material relating to TheCoca-Cola Company's beverages.Financial Condition and Business Plan. We are required to maintain the financial capacity reasonably necessary toensure the performance of our obligations to The Coca-Cola Company. We are required to submit to The Coca-Cola Companyan annual business plan covering our marketing, management, financial, promotional and advertising plans, which must beacceptable to The Coca-Cola Company. In addition, we are required to report to The Coca-Cola Company on a monthly basis, orsuch other intervals as The Coca-Cola Company may request, sales of each of our products in such detail as may be requested byThe Coca-Cola Company.Production Facilities and Quality Control. We are required to invest all the necessary capital and incur expensesrequired to maintain production and distribution facilities and inventories of bottles, caps, cases, cartons and other packagingmaterials. We have agreed that in preparing, packaging and distributing our products, we will conform to the manufacturingstandards established by The Coca-Cola Company and will permit its representatives to inspect our facilities at any time.Assignment/Change of Control. We are prohibited from assigning, transferring or pledging our bottler's agreementwith The Coca-Cola Company, or any interest in it, whether voluntarily or involuntarily, without the consent of The Coca-ColaCompany. In addition, we need the consent of The Coca-Cola Company to any change in our control.Term. Our bottler's agreement will expire in June 2006, unless it has been terminated earlier as provided in theagreement. We do not have a right to claim tacit renewal of the bottler's agreement. However, in a letter dated December 2,2005, we agreed with The Coca-Cola Company that our bottler's agreement with respect to Turkey will be renewed, on the termscurrently in place, for an additional 10 years as of July 1, 2006.Termination. Any party to the bottler's agreement may, with 60 days' written notice to the other parties, terminate thebottler's agreement in the event of non-compliance by another party with its terms so long as the non-complying party has notcured such non-compliance during this 60-day period. Any party may also terminate the agreement by written notice to the otherparties if its terms violate applicable law or if any of the parties is unable to legally obtain foreign exchange to remit abroad inpayment of imports of the beverage bases or the ingredients or materials necessary for the manufacture of the beverage bases,syrups or beverages.In addition, The Coca-Cola Company may terminate the bottler's agreement with us immediately by written notice tous in the event that:• we become insolvent, declare bankruptcy, are declared bankrupt, are expropriated or nationalized, are liquidated ordissolved or if a receiver is appointed to manage our business;• there is a change in our control or we assign the bottler's agreement, delegate our performance under the agreementagainst the terms of the agreement or fail to report to The Coca-Cola Company material changes in our ownership;or

• any individual or legal entity that controls or owns a majority of our shares or directly or indirectly influences ourmanagement, engages in the production, packaging, distribution or sale of any products or packages that wouldimitate, infringe or cause confusion with the products, containers or trademarks of The Coca-Cola Company,provided that, upon request, such individual or entity shall be given 60 days to remedy such situation.Moreover, if we do not wish to pay the required price for concentrate for the beverage Coca-Cola, we must notify TheCoca-Cola Company in writing within 30 days of receipt of The Coca-Cola Company's revised prices, in which case the bottler'sagreement will terminate automatically three months after the date of such notice. In case we refuse to pay the required price forconcentrate other than concentrate for the beverage Coca-Cola, The Coca-Cola Company may at its option cancel theauthorization in relation to such beverage for which we are unwilling to pay the revised price or terminate the entire agreement,in each case with three months' written notice.In addition to The Coca-Cola Company's termination rights described above, if we do not comply with the standardsand instructions established by The Coca-Cola Company or prescribed by applicable law relating to the production of theauthorized products, The Coca-Cola Company is entitled to suspend our authorization to produce such products of The Coca-Cola Company until the default has been corrected to The Coca-Cola Company's satisfaction. The Coca-Cola Company mayalso elect, in the event that we breach the terms of the agreement with respect to a particular product, to cancel the authorizationgranted to us under the agreement in respect of that product.Distribution Agreement for Turkish OperationsOverview. Pursuant to the bottler's agreement, we are obliged to engage directly in the distribution of The Coca-ColaCompany's trademarked beverages to the retail market in Turkey and to bear all expenses required for the operation andmaintenance of distribution equipment and facilities. We, our sales and distribution subsidiary CCSD, The Coca-Cola Companyand The Coca-Cola Export Corporation entered into a separate distribution agreement in July 2000, which has had the effect ofoptimizing the amount of special consumption tax we pay. Although sales and distribution activities are performed by oursubsidiary, we remain primarily and severally obligated toward The Coca-Cola Company for the performance of our distributionobligation under the bottler's agreement. Our distribution subsidiary is prohibited from manufacturing, bottling, selling ordealing in any other manner with any concentrate, beverage or product that would imitate, infringe or cause confusion with theproducts, containers or trademarks of The Coca-Cola Company.Conditions. CCSD is authorized to distribute the products covered by the bottler's agreement obtained from us and toresell them only in Turkey and in the form in which they were filled and not to add to or alter any label or packaging of TheCoca-Cola Company trademarked products. The Coca-Cola Company may require certain standards to be adopted concerningthe design or the decoration of trucks, cases, cartons, coolers, vending machines and other materials and equipment used in thedistribution and sale of the products authorized under the bottler's agreement. In addition, upon request, CCSD must report salesof each product to The Coca-Cola Company in such detail as may be requested by The Coca-Cola Company. CCSD isprohibited from engaging in any promotional activities in connection with the products of The Coca-Cola Company withoutprior approval of The Coca-Cola Company and is responsible for collection of returnable bottles containing The Coca-ColaCompany's trademarked beverages. In addition, CCSD and any enterprise which CCSD directly or indirectly owns or controls isprohibited from dealing in any product or package that would imitate, infringe or cause confusion with the products, containersor trademarks of The Coca-Cola Company.Sub-distributors. The distribution agreement contemplates that the sub-distributors to which CCSD sells the beveragescovered by the agreement must meet the approval of The Coca-Cola Company. These sub-distributors are not allowed to sellThe Coca-Cola Company's beverages delivered by CCSD outside Turkey, alter the labels or packaging of the products, engagein advertisement or promotional activities in connection with the products or sell the products to non-retail buyers. The Coca-Cola Company may at any time, in its own discretion, withdraw the authorization granted to some or all of CCSD's subdistributors.Assignment/Change of Control. The assignment and change of control provisions of the distribution agreement aresubstantially similar to the assignment and change of control provisions of the bottler's agreement described above.Term and Termination. The Coca-Cola Company may cancel the distribution agreement for any reason upon threemonths' written notice. The distribution agreement terminates automatically upon expiration of the bottler's agreement.In addition, The Coca-Cola Company may terminate the distribution agreement immediately by giving written notice inthe event that CCSD is acquired by an entity or a person that is engaged, directly or indirectly, in the production, packaging,

distribution or sale of any products or packages that would imitate, infringe or cause confusion with the products, containers ortrademarks of The Coca-Cola Company, whether through direct ownership of such operations or through control oradministration thereof.Other Agreements for Turkish OperationsWe entered into a bottler's agreement and a distribution agreement with Schweppes Holdings Limited, an indirectwholly owned subsidiary of the Coca-Cola Company, on April 1, 2000 under which we have the exclusive right to manufacture,distribute and sell Schweppes Tonic, Schweppes Soda, Schweppes Mandarin and Schweppes Bitter Lemon in Turkey. Theseagreements are currently set to expire in 2006. However, in letters dated December 2, 2005, we agreed with SchweppesHoldings Limited that these agreements are renewed, on the terms currently in place, for an additional 10 years as of July 1,2006. However, in the event the bottler's agreement with The Coca-Cola Company is terminated for any reason, SchweppesHolding Limited shall have the right to terminate the agreement without liability for damages.We have also entered into a bottler's agreement and a distribution agreement with Beverage Partners Worldwide(Europe) A.G., a subsidiary of a joint venture between The Coca-Cola Company and Nestlé S.A., under which we have theexclusive right to manufacture, distribute and sell Nestea Ice Tea in various flavors in the territory of Turkey. This agreementwill expire on June 30, 2009. However, in the event the bottler's agreement with The Coca-Cola Company is terminated for anyreason, Beverage Partners Worldwide (Europe) A.G. shall have the right to terminate the agreement without liability fordamages.Pursuant to an agreement dated February 17, 2006, The Coca-Cola Company has granted us the right to use thetrademark "Doğazen" in Turkey in connection with source water products in 19-liter HOD containers for 10 years.Bottler's Agreements for International OperationsThe bottler's agreements for each of our international operations have terms similar to those of the bottler's agreementfor our Turkish operations, except with respect to the following:Sales. With respect to our international operations, The Coca-Cola Company reserves the right to establish and revisemaximum prices at which each beverage may be sold to retail outlets and the retail prices for each beverage.Exclusivity. Outside of Turkey we are only authorized sell and distribute the beverages to retail outlets or finalconsumers or wholesale outlets that sell only to retail outlets in the relevant territory. Any other method of distribution is subjectto the approval of The Coca-Cola Company. Furthermore, we are prohibited from manufacturing, preparing, packaging,distributing, selling, dealing or otherwise being concerned with non-alcoholic beverages other than the products of The Coca-Cola Company in our international operations. With respect to beer and other alcoholic beverages, we have agreed to carry outsuch business that may include manufacture, preparation, packaging, distributing, selling or otherwise dealing in alcoholicbeverages through a company distinct from our beverage business. However, pursuant to a written consent by The Coca-ColaCompany which is renewed annually, we distribute beer through CC Kazakhstan and CC Kyrgyzstan.

Term. All of our bottler's agreements for our international operations are set to expire on June 30, 2016.Other Bottler's and Distribution Agreements for International OperationsWe entered into bottler's agreements with Schweppes Holdings Limited, an indirect wholly owned subsidiary of theCoca-Cola Company, on May 1, 2004 under which we have the exclusive right to manufacture, distribute and sell Schweppesand Canada Dry products in Jordan. This agreement is currently set to expire in May 2009. However, in the event the bottler'sagreement with The Coca-Cola Company is terminated for any reason, Schweppes Holding Limited shall have the right toterminate the agreement without liability for damages.We also entered into a bottler's agreement with Schweppes Holding Limited on January 1, 2006 under which we havethe exclusive right to manufacture, distribute and sell Schweppes products in Kazakhstan. The agreement is set to expire onDecember 31, 2010, with an option to extend this term for an additional five years provided that we comply with all of the terms,covenants, conditions and stimulations of the agreement and that we are capable of the continued developments of the business.However, in the event the bottler's agreement with The Coca-Cola Company is terminated for any reason, Schweppes HoldingLimited has the right to terminate the agreement without liability for damages. In connection with the bottler's agreement, we areparty to a trademark sub-license agreement with Schweppes Holdings Limited under which we are granted a royalty-free right touse the Schweppes trademark in association with the products we manufacture, distribute and sell. The trademark sub-licenseagreement is currently set to expire on December 31, 2010.Agreements with respect to IraqIn 2005, we formed CC Iraq as a 50%-50% joint venture between Efes Invest Holland B.V. and a Dubai company.Distribution AgreementsCC Iraq and The Coca-Cola Company signed a distribution agreement which grants CC Iraq the sale and distributionrights in Iraq with respect to Coca-Cola products pursuant to which CC Iraq agrees to engage in direct distribution and sale toretail outlets and final consumers. CC Iraq is also authorized to distribute and sell The Coca-Cola Company's beverages towholesalers in Iraq who sell to retail outlets in Iraq. Under the agreement we are subject to terms and restrictions similar to thosecontained in the bottler's agreements with respect to our other international operations regarding trademarks, product promotion,financial condition, business plan, assignment, change of control and termination. The distribution agreement will expire inJune 2006 unless it has been terminated earlier as provided therein. We do not have the right to claim tacit renewal of theagreement.Furthermore, CC Iraq entered into a distribution agreement with Schweppes Holdings Limited, an indirect whollyowned subsidiary of the Coca-Cola Company, on July 1, 2005 under which we have the exclusive right to distribute and sellCanada Dry products in Iraq. This agreement is currently set to expire on June 30, 2006.Option to Enter into a Bottler's AgreementThe Coca-Cola Company has granted CC Iraq an option, exercisable until July 2007, to become the exclusive bottler ofCoca-Cola products in Iraq. The option requires CC Iraq to satisfy certain conditions until January 2007 such as building twoproduction facilities (one in Baghdad and one in Northern Iraq), obtaining all necessary licenses and permits for the productionand import of concentrate and beverage bases and maintaining a sound financial structure with sufficient equity funding.Furthermore, The Coca-Cola Company has the right to terminate the option if CC Iraq fails to buy or lease two sites for theproduction facilities, obtain all necessary construction licenses, execute a contract with the contractor for the construction of theproduction facilities, or execute supply contracts for the machinery and equipments necessary for bottling operations byFebruary 2006. To date, we have selected the sites for the production facilities and ordered certain machinery and equipment.CC Iraq is required not to engage in any dealings with any competitor of The Coca-Cola Company or any other softdrink companies in Iraq. Furthermore, pursuant to the terms of the option, any change of ownership, control or management ofCC Iraq will be subject to prior consent of The Coca-Cola Company.Agreement with respect to TajikistanThe Coca-Cola Company has granted Efes Invest Holland B.V. an option, exercisable until October 2007, to set up alocal legal entity in Tajikistan in which it has a minimum shareholding of 85% ("New Co") to become the exclusive bottler of

certain approved containers of The Coca-Cola Company products in Tajikistan. The option requires New Co to satisfy certainconditions until April 2007 such as building a production facility in Dushanbe, obtaining all necessary licenses and permits forthe production and import of concentrate and beverage bases and maintaining a sound financial structure with sufficient equityfunding. Furthermore, The Coca-Cola Company has the right to terminate the option if New Co fails to buy or lease a site for aproduction facility, obtain all necessary construction licenses, execute a contract with the contractor for the construction of theproduction facility, or execute supply contracts for the machinery and equipment necessary for bottling operations byNovember 2006.Purchase and Sale of Concentrate and Finished GoodsWe purchase concentrate, beverage bases and finished products (Powerade) from The Coca-Cola Company and itssubsidiaries. Total purchases of concentrate and finished products from The Coca-Cola Company and its subsidiaries amountedto approximately YTL106.4 million, YTL123.5 million and YTL143.1 million in 2003, 2004 and 2005, respectively. See"Business—Production—Raw Materials and Purchasing Strategy."We sell finished goods (including postmix fountain syrup for fast food outlets and products for sale in the TurkishRepublic of Northern Cyprus) to The Coca-Cola Company and its subsidiaries. These sales amounted to approximatelyYTL7.1 million, YTL6.7 million and YTL8.5 million in 2003, 2004 and the 2005, respectively.Marketing and Promotional SupportThe Coca-Cola Company makes contributions to us in respect of promotional and marketing support programs topromote the sale of its products in the markets in which we operate. The promotional contributions are treated as a reduction incost of goods sold. These contributions totaled YTL61.7 million in 2003, YTL49.9 million in 2004 and YTL38.1 million in2005. Contributions for marketing programs are recognized as a reduction of our advertising costs. Marketing contributionstotaled YTL8.2 million in 2003, YTL15.9 million in 2004 and YTL26.1 million in 2005.The levels of support programs are agreed annually. The Coca-Cola Company is under no obligation to participate inthe programs or maintain historical levels of funding in the future. However, given our relationship with The Coca-ColaCompany to date, we do not believe that this support will be reduced or withdrawn in the future. Under the bottler's agreements,we have committed to spend such funds for advertising and marketing as may be required to maintain and to increase thedemand for The Coca-Cola Company's products we are selling in the markets in which we operate.Amounts Payable to and Receivable from The Coca-Cola CompanyThe Coca-Cola Company owed us YTL0.1 million as of December 31, 2003, YTL4.1 million as of December 31, 2004and YTL0.9 million as of December 31, 2005. We owed The Coca-Cola Company a total of YTL24.4 million as ofDecember 31, 2003, YTL29.8 million as of December 31, 2004 and YTL30.6 million as of December 31, 2005. These amountsreflected amounts owed by The Coca-Cola Company to reimburse advertising costs paid by us on behalf of The Coca-ColaCompany, as well as trade balances related to sales of concentrate and finished products by The Coca-Cola Company to us.Acquisition of CC JordanOn November 18, 2005, our subsidiary Efes Invest Holland B.V. entered into a share purchase agreement with anindirect wholly owned subsidiary of The Coca-Cola Company, to acquire a 90.0% interest in CC Jordan for approximately$6.4 million (YTL8.7 million). The purchase of CC Jordan was financed through borrowing. This transaction closed onDecember 29, 2005. The remaining 10.0% of the shares of CC Jordan are held by an indirect subsidiary of The Coca-ColaCompany.Our Relationship with Anadolu EfesFrom time to time, we obtain banking services from Alternatifbank A.Ş., leasing services from Alternatif Leasing A.Ş.and fund management services from Alternatif Yatırım A.Ş., all of which are affiliates of Anadolu Efes. These services areprovided on an arm's length basis.CC Kazakhstan and Efes Karaganda Brewery JSC ("Efes Karaganda"), a subsidiary of Anadolu Efes, are party to anagreement dated January 1, 2005 pursuant to which CC Kazakhstan is the exclusive distributor of Efes Karaganda's beerproducts in Almaty and Almaty District and Astana and Akmolinskaya District. The agreement obliges CC Kazakhstan to use itsbest efforts to sell the products in these territories, to pay Kazakh taxes and duties with respect to the products, to use Efes

Karaganda's advertising materials, to pay for the product within 20 days of delivery and to provide weekly sales and inventoryreports to Efes Karaganda, among other things. Efes Karaganda has the right to changes prices and terms of payment with sevendays' notice. The agreement expires on December 31, 2009 and will be extended automatically for one year terms until eitherparty provides notice of termination at least one month before the termination date. CC Kazakhstan does not have the contractualright to terminate the agreement early without cause without the mutual agreement of Efes Karaganda; Efes Karaganda mayterminate the agreement early with 10 days' written notice. Beer distribution by CC Kazakhstan is carried out pursuant to awritten consent by The Coca-Cola Company which is renewed annually.CC Kyrgyzstan and Efes Karaganda are party to an agreement dated April 12, 2005 pursuant to which CC Kyrgyzstanis the exclusive distributor of Efes Karaganda's beer products in Kyrgyzstan. The agreement obliges CC Kyrgyzstan to use itsbest efforts to sell the products in Kyrgyzstan, to pay Kyrgyz taxes and duties with respect to the products, to use EfesKaraganda's advertising materials, to pay for the product within 90 days of delivery and to provide weekly sales and inventoryreports to Efes Karaganda, among other things. CC Kyrgyzstan is contractually bound not to realize a greater than 15% marginon the price of such products. Efes Karaganda has the right to change prices and terms of payment with seven days' notice. Theagreement expires on December 31, 2006 unless either party provides notice of termination at least one month before thetermination date. CC Kyrgyzstan does not have the contractual right to terminate the agreement early without cause without themutual agreement of Efes Karaganda; Efes Karaganda may terminate the agreement early with 10 days' written notice. Beerdistribution by CC Kyrgyzstan is carried out pursuant to a written consent by The Coca-Cola Company which is renewedannually.We have leased the premises on which Efes Invest headquarters are located from Anadolu Efes. The initial term of thelease agreement was one year starting from January 1, 2004. Terms and conditions of the agreement are on an arm's length basis.The lease agreement is renewed and the annual lease amount is adjusted annually.Our Relationship with Özgörkey HoldingWe have a business relationship with various companies that are affiliates of Özgörkey Holding. We purchase labelsfrom Etapak Baskı Ambalaj San. ve Tic. A.Ş., Cappy packages and certain toll filling services from Etap Tarım ve GıdaÜrünleri Ambalaj San. Tic. A.Ş., plastic display racks and units from RTC Etap Ticaret, Tanzim, Teşhir Elemanları vePazarlama Hizmetleri A.Ş., storage units for our 19-liter containers from Etap Makina Kalıp ve Plastik San. A.Ş. and labels andmultipack shrink film from Etap Ambalaj San. ve Tic. A.Ş. Total purchases from these companies totaled YTL12.1 million in2003, YTL12.6 million in 2004 and YTL 15.4 million in 2005. All transactions with these companies are conducted on an arm'slength basis.We sold plastic cases and machinery to Özgörkey Holding in the amount of approximately YTL0.1 million in 2003 and2004. We did not make any sales to Özgörkey Holding in 2005.Protocol Between The Coca-Cola Export Corporation and Anadolu EfesOur shareholders The Coca-Cola Export Corporation and Anadolu Efes entered into a protocol on December 30, 2005under which Anadolu Efes undertakes not to directly or indirectly compete with CCI in Turkey and worldwide with respect tocola products.DESCRIPTION OF THE SHARE CAPITALThe following is a description of the rights attaching to our shares, which rights are derived from the TurkishCommercial Code, the Capital Markets Law, the CMB regulations and our articles of association.Paid-in Capital, Nominal Value, Form of Shares and Limit of LiabilityOur current share capital is YTL249,589,770 and it consists of 8,000,000,000 Class A Shares, 5,111,429,863.1 Class BShares and 11,847,547,136.9 Class C Shares with a nominal value of YKr 1 each. Our Class A and Class B shares are inregistered form and give their holders certain special privileges that are set forth in our Articles. Class C Shares are in bearerform and they do not give any special privileges to their holders. The composition our share capital will not change as a result ofthe offering.The following table sets forth the changes in our share capital since 2002:Date of Corporate Date of Publication in Capital Increase Number of Shares Share Capital

Resolution the Trade RegistryGazetteAugust 16, 2002................. September 18, 2002 TL106,984,272,731,000 136,884,226,467 TL136,884,226,467,000December 24, 2002............ January 3, 2003 TL86,797,302,182 223,681,528,649 TL223,681,528,649,000January 24, 2005 ................ February 10, 2005 TL120,191,000,000 223,801,719,649 TL223,801,719,649,000November 11, 2005............ November 17, 2005 YTL25,788,050,3510 24,958,977,000 YTL249,589,770Term, Object and PurposesWe were incorporated on January 22, 1988 under Turkish law as an anonim sirketi (corporation) under the nameMaksan Manisa Meşrubat Kutulama Sanayii A.Ş. which was later changed to Coca-Cola İçecek A.Ş., and we are registered inthe Republic of Turkey with the Istanbul Trade Registry under number 265859-213431.Pursuant to Article 3 of our articles of association, our object includes the establishment and operation ofmanufacturing and production facilities for all types of soft drinks. In connection with our objectives, we may, among otherthings, (1) establish, operate or have third parties operate, and lease or have third parties lease facilities required to manufactureand sell all types of soft drinks including alcohol-free beverages, fruit and vegetable juices, mineral water and drinking water;(2) manufacture, sell, import and export various types of containers including PET bottles, glass bottles, returnable PET bottles,PET bottle preforms, large plastic and glass containers; and (3) engage in all export, import, construction, production,representation, transportation, distribution, marketing and other business activities related to our business. Pursuant to ourarticles, we are incorporated for a perpetual term.Preemption RightsTurkish companies may increase their capital only through the issuance of new shares, and such issuances may take theform of a rights issue or a bonus issue. Existing shareholders are entitled to subscribe for new shares, also known as preemptionrights, in proportion to their respective shareholdings each time a Turkish company undertakes a capital increase. Under Turkishlaw, preemption rights relate only to issues of shares.The exercise of preemption rights by shareholders must be made within a subscription period announced by a Turkishcompany, which may not be less than 15 days nor more than 60 days. Shareholders of a listed company who do not wish tosubscribe for new shares may sell their rights on the ISE. Any shares not subscribed by the existing shareholders or purchasersof the rights coupons are sold on the ISE at the current market price. Any differences between the rights issue price and the pricerealized for the shares on the ISE accrues to the surplus account of the company.In accordance with the Turkish Commercial Code, in each capital increase, the ratio of each class of shares ismaintained by increasing each class in the same percentage as the capital increase ratio. The articles do not allow for holders ofseparate classes of shares to subscribe for other classes of shares. However, the Class A and Class B shareholders have a right offirst refusal over the shares of the other selling Class A and Class B shareholders.Preemption rights of shareholders related to a rights issue may be restricted, or disapplied, wholly or in part either by anaffirmative vote of the holders of a majority of the outstanding shares at an ordinary or extraordinary general meeting ofshareholders or a resolution adopted by the board of directors to such effect, provided that such authority is conferred upon theboard of directors by the shareholders. CMB rules stipulate that such authority may be conferred upon the board of directors ofcompanies that have received permission from the CMB to adopt the authorized capital system. The CMB further requires thatthe right of the board of directors to restrict the preemption rights of shareholders applies equally with respect to all shareholders.CCI has not adopted the authorized capital system.In a capital increase where pre-emption rights are not restricted, U.S. holders of Class C Shares may not be able toexercise these rights for Class C Shares unless a related registration statement under the Securities Act is effective or anexemption from the registration requirements thereunder is available. We cannot assure you that any registration statementwould be filed in such case. See "Risk Factors—Risks Relating to an Investment in our Class C Shares—The pre-emption rightsgranted to holders of our Class C Shares may be unavailable to United States holders of our Class C Shares."Under Turkish law, bonus issues may be undertaken in order to convert all or a portion of the reserves of a companyinto share capital. Shares issued pursuant to a bonus issue are distributed free of charge to the relevant shareholders. Preemptionrights may not be waived in connection with a bonus issue.Right of First Refusal

Pursuant to the articles, the holders of Class A and Class B Shares are entitled to transfer those shares to third parties onthe following conditions: (i) the transfer must be in compliance with the articles; (ii) the prior written consent of the otherholders of the same class of shares must have been obtained; and (iii) Class A or Class B Shares subject to sale must constitutethe entire Class A or Class B shareholding of the relevant shareholder group.Upon a bona fide offer being received from a third party purchaser, if the relevant shareholder intends to sell its shares,it must provide the other Class A or Class B shareholders, as the case may be, with a notice specifying the number of sharesproposed to be sold, the name and address of the prospective third party purchaser and the terms of the offer.Within 90 days following receipt of the notice, the receiving shareholders shall be entitled to purchase the shares prorata to their shareholding ratio at the offer price. If the offer includes non-cash consideration and the parties cannot agree on thevalue of such non-cash consideration, a mechanism exists for determination of such value through an expert. In the event not allof the receiving shareholders want to purchase the shares corresponding to their shares, those shareholders that do want topurchase shall have an additional 30-day period to purchase such shares as well. Any remaining shares not purchased throughthe exercise of right of first refusal can then be sold to the third party within 30 days at the conditions initially notified to thereceiving shareholders. In such case, the selling shareholder shall request the third party purchaser to be bound by our Articlesand cause such purchaser to sign and submit our management an undertaking to than effect.Call NoticeThe articles provide for the Class B shareholders to deliver a call notice for the purchase of all of the Class A Shares ofthe other shareholders upon the occurrence of one of the following events:(1) a deadlock among the holders of Class A and B Shares with respect to a Major Decision;(2) a force majeure event;(3) a breach by the Class A shareholders of the protocol between Class A and Class B shareholders or any other agreementrelating to the protocol and failure to cure such breach within 180 days of receipt of notice of the breach;(4) any holder of Class A Shares becoming subject to bankruptcy proceedings or settling with its creditors or having asubstantial portion of its assets seized or expropriated by a government agency;(5) (i) the direct or indirect change of control of any Class A shareholder, or (ii) the acquisition of any investment orownership in any Class A shareholder by a competitor of The Coca-Cola Company, except for an acquisition not exceeding 10%through an organized stock exchange, or (iii) any Class A shareholder or its affiliate becoming a party to a bottler's or similaragreement with a competitor of The Coca-Cola Company; or(6) non-renewal of the bottler's agreement within 60 days of the expiration of its term or termination of the bottler'sagreement.With respect to items (2) through (5) above, the purchase right may be exercised only in respect of the relevant Class Ashareholder. In the event of a deadlock as described in item (1) above, the Class B shareholders are entitled to exercise thepurchase right only in respect of the Class A shareholder that, in the opinion of the Class B shareholders, created the deadlock.The purchase price for the Class A Shares will be mutually agreed between the Class B shareholders and the Class Ashareholders. If a mutual agreement cannot be reached within 30 days, then the price will be determined by taking the average ofthe daily weighted averages of the stock prices for the Class C Shares for a three-month period or, if the Class A shareholders donot believe this is a fair representation of the value of such shares, then by an outside audit firm.Further, following this offering, in the event that one of our bottler's agreement is terminated or not renewed within60 days following the expiration of the term of such bottler's agreement, the Class B shareholders will initiate a voluntary tenderoffer to purchase the shares of Class C shareholders at a price, which is no less than the purchase price of the Class A Shares,determined as set forth above, in accordance with the relevant CMB regulations.Put NoticeIn the event our bottler's agreement is terminated by The Coca-Cola Company and The Coca-Cola Export Corporationbefore its expiry date on a basis not provided for in the bottler's agreement, Class A Shareholders will deliver a put notice to

Class B Shareholders pursuant to which Class B Shareholders will be required to purchase all of the shares of Class AShareholders.Dividend Distribution and Allocation of ProfitsOur board of directors recommends annual dividends, which must be approved by our shareholders at their annualgeneral meeting. Dividends are payable on a date determined at the annual general meeting upon the proposal of our board.Under current rules, and subject to CMB requirements, our shareholders at the annual general meeting may decide whether ornot to distribute dividends in any year. Any distribution must be completed by the end of the fifth month following the end of thepreceding fiscal year. Dividends are payable in cash or by transfer to an account of the shareholder with a bank in Turkey againstdelivery to our office in Turkey of the relevant dividend coupon attached to the share certificate representing the relevant shares.Distribution of dividends can be made in the form of cash or bonus shares or by distributing a certain amount of cash and acertain amount of bonus shares. As the shares traded on the ISE are entered into the book-entry system (as described in "TheTurkish Securities Market—The Istanbul Stock Exchange—Trading and Settlement"), dividends in the form of bonus shareswill be transferred to the Central Registry Institution for distribution for the benefit of relevant accounts on the day of thedistribution or the following day, at the latest. These amounts will be immediately transferred to the accounts of the personsentitled to the dividend. Each share entitles its holder to the same amount of dividend.Our articles of association define our net profit as the amount remaining after deduction from our annual revenues of allexpenses, depreciation, donations, taxes and similar payments, statutory reserves and any previous year loss that need to bededucted. 2% of the annual profit before taxes and other similar mandatory payments is set aside by the general meeting ofshareholders for donations to Anadolu Eğitim ve Sosyal Yardım Vakfı (Anadolu Education and Social Aid Foundation) so longas it maintains its tax-exempt status, and 1% to another tax-exempt foundation to be determined by the shareholders owningmajority of the Class B shares, provided that the first legal reserve and first dividend are covered. The remaining amount isdistributed as prescribed by the Turkish Commercial Code in the following required order:• 5% of the net profit will be allocated to the first legal reserve (donations described below made within the relevantfiscal year will be included in the gross amount of distributable profit when calculating the first legal reserve);• a first dividend is paid to shareholders in the amount specified by the CMB (donations described below madewithin the relevant fiscal year will be included in the gross amount of distributable profit when calculating the firstdividend);• the remainder of the net profit may be (i) distributed in full or in part to the shareholders as a second dividend, or(ii) set aside as extraordinary reserves pursuant to a resolution of the general meeting of shareholders; and• 10% of the amount of dividends paid to shareholders after deducting 5% of our paid-in capital must be set aside asa second reserve.The calculation of reserves described above are performed using statutory financial statements prepared according tothe Turkish Commercial Code and Turkish tax legislation, which may differ from our IFRS accounts significantly due todifferent depreciation, expense and revenue, and foreign exchange gain and loss recognition standards and consolidationrequirements. When we become a public company, calculation of dividends will be based on the financial statements prepared inaccordance with CMB Principles. See "Presentation of Financial and Other Information—Financial Statements."The CMB requires the distribution of a minimum of 30% of distributable profit as reported in the financial statementsprepared in accordance with CMB Principles as the first dividend (described in the second bullet point above) either in cash or asbonus shares or as a combination of both for public companies. This requirement did not affect our dividend distribution withrespect to 2005 because we were not a public company in 2005. However, if the CMB imposes similar requirements withrespect to 2006, we will be required to distribute with respect to 2006 at least 30% of our distributable profit as the first dividend.The CMB may, from time to time, change the amount of dividends required to be distributed by public companies.The Capital Markets Law allows interim distribution of dividends for public companies whose shares are traded on theISE. Public companies are able to distribute interim dividends in accordance with the following criteria:• interim dividends must be based on quarterly audited financial statements prepared in accordance with the TurkishTaxation Code;• interim dividends cannot exceed 50% of the net profits for the relevant interim period;

• aggregate amount of interim dividends in one fiscal year cannot exceed the lesser of (x) 50% of distributableprofits for the previous fiscal year, or (y) the extraordinary reserves approved by the general assembly ofshareholders;• any interim dividends previously paid must be deducted from any subsequent interim dividend payments withinthe same fiscal year;• the articles of association of the company must permit the distribution of interim dividends and the generalmeeting of shareholders must authorize the board of directors to declare such distributions for each year that theywish to have interim dividend distributions; and• holders of privileged classes of shares and any non-shareholders entitled to receive dividends are not allowed toreceive interim dividends.Currently, our articles of association allow us to distribute interim dividend payments to our shareholders.Under Turkish law, the statute of limitations in respect of annual or interim dividend payments is a period of five yearsfollowing the date of the general assembly meeting of shareholders approving the distribution, after which time uncollecteddividends are transferred to the Government.We are subject to certain limitations with respect to the distribution of dividends pursuant to a loan facility which isscheduled to mature on December 23, 2006. See "Management's Discussion and Analysis of Financial Condition and Results ofOperations—Future Liquidity, Financing Arrangements and Commitments—Borrowings and Capital Funding."Liquidation RightsPursuant to the Turkish Commercial Code, shareholders of a joint stock company have a right to receive a pro ratashare of any proceeds arising from a liquidation of the company. The articles of association, however, may restrict this right ofthe shareholders. Currently, no privileged rights with regard to any surplus in case of liquidation are granted to any of ourshareholders.General MeetingsPursuant to our articles of association, general meetings of our shareholders are to be held at our head office in Istanbulor at another location in Istanbul selected by the board of directors. We are required by the Turkish Commercial Code to holdour annual general meeting within three months of the end of each financial year, which in our case is the calendar year.Extraordinary general meetings may be convened by our board of directors, or upon the request of our shareholders representingat least 5% of our share capital, or upon the request of our internal auditors.The following matters are required by the Turkish Commercial Code and our articles of association to be included onthe agenda of each of our annual general meetings:• review of the annual reports of our board of directors and the auditors;• the approval, amendment or rejection of the balance sheet and profit and loss account prepared for the precedingfinancial year, the release of our board of directors from liability in respect of actions taken by them in thepreceding financial year and the proposals of our board of directors for the allocation and distribution of any of ournet profits;• the approval of the remuneration of the directors and the statutory auditors; and• the re-election or replacement of directors and/or auditors whose terms of office have expired.Shareholders representing at least 5% of our share capital may, by written notice, require any additional matters to beincluded on the agenda for discussions at any of our general meetings.

Notices covering general meetings (including postponements and reschedulings), which include the agenda of suchgeneral meetings, must be published in the Turkish Trade Registry Gazette and a Turkish newspaper published in Istanbuldetermined by us, at least two weeks before the date fixed for the meeting. The Turkish Commercial Code requires us to sendnotice of any general meeting by registered mail to each person registered in our share register as a holder of shares and to thoseshareholders who have deposited at least one share certificate representing shares with us and have indicated a notice address.Any shareholder wishing to attend our general meetings in person must either deposit its share certificates, if in printedform, at our head office or submit a blockage letter issued by the Central Registry Institution to us not less than one week beforethe date of the meeting in order to obtain an entry permit for that meeting. Persons registered in our share book as owners ofregistered shares need not comply with such requirement in order to attend a general meeting of shareholders. Any shareholdernot wishing to attend any such meeting in person may appoint another person as a proxy. Under Turkish law, proxies forrepresentation in a general meeting can only be granted to individuals and cannot be granted to the board of directors of thecompany.For shares entered in the book-entry system, the shares owned by the shareholders wishing to attend a general meetingwill be blocked in the accounts maintained by the Central Registry Institution. The Central Registry Institution will prepare a listindicating those shareholders wishing to attend the general meeting. On the first business day following the general meeting, theCentral Registry Institution will automatically release the shares blocked in such manner. See "The Turkish Securities Market—The Istanbul Stock Exchange—Trading and Settlement."Following the Offering, resolutions of our general meetings relating to amendments to our articles of association(excluding changing our jurisdiction and any mandatory increase in the commitments of our shareholders) must be passed by theshareholders (or their proxies) representing at least 25% of the share capital. If such quorum is not present when such meeting isconvened, the meeting shall be adjourned and reconvened, in which case there will be no applicable quorum requirement.Resolutions of general meetings relating to amendments to our articles of association including capital increases must be passedby a majority of our shareholders or proxies present at such meeting.Except for amendments made to comply with applicable legislation, any change in the rights of shareholders requiresan amendment to the articles of association. Any decision that relates to a capital increase and any decision that adversely affectsthe rights of shareholders holding a specific class of shares will also need to be approved by a special assembly of such class ofshareholders. The quorum requirement for such a meeting is 25% of the relevant class of shareholders and a resolution will bevalidly passed if approved by a majority of the share capital represented.Notwithstanding the foregoing, a meeting called to consider any of the following matters requires the quorumindicated:• dissolution—attendance of shareholders or proxies representing 75% of the capital is required, if the first attemptto reach a quorum fails, then the meeting quorum falls to 50% for the second attempt,• issuing debt securities—attendance of shareholders or proxies representing 50% of the capital is required, if thefirst attempt to reach a quorum fails, then the meeting quorum falls to 33.3% for the second attempt (issuing ofdebt securities requires shareholders vote unless the articles of association explicitly gives this authority to theboard of directors), and• approving the sale of all of the assets during a liquidation—attendance of shareholders or proxies representing50% of the capital is required, if the first attempt to reach a quorum fails, then the meeting quorum falls to 33.3%for the second attempt.Currently, our articles grant the authority to issue debt securities to our board of directors.According to our articles, the "Major Decisions," to the extent shareholder approval is necessary, require the attendanceand affirmative vote of the holders of 80% of each of the Class A Shares and Class B Shares. The Major Decisions are definedin our articles of association and they include approval of business plans; proposing items for general meetings of shareholdersregarding the amendments to our articles of association, increase or decrease of our paid-in capital, dissolution or mergers,distribution of dividends other than those provided for in the capital markets regulations and changing the type of shares; anyresolutions relating to public offerings of shares; appointment, removal and remuneration of the managing director; investmentsin shares of other companies; incorporating, acquiring or disposing of subsidiaries; transfers of or encumbrances on Class A or BShares; agreements or transactions with our shareholders owning 5% or more or their affiliates; appointment or removal of theexternal auditors; capital expenditures in excess of $5,000,000 which were not in a previously approved capital budget;

nominating board members to subsidiaries or instructing representatives for voting on our behalf; resolutions relating to issuingsecurities evidencing indebtedness in excess of $50,000,000; and sale or donation of real property, providing mortgage or otherrights in rem as security for the obligations of third parties and removal of the sameHowever, in the event that the Class B Shares fall below 15% of our share capital, certain matters (such as businessplans, dividends, managing director, capital expenditures and sale of real property) listed above will cease to be the subject ofMajor Decisions.Changing our jurisdiction or any mandatory increase in the commitments of our shareholders requires unanimousshareholder approval.Voting RightsClass A, Class B and Class C shareholders are entitled to one vote per share on all matters submitted to a vote of ourshareholders. Votes at general meetings are taken by a show of hands. However, a secret ballot may be demanded byshareholders holding 5% or more of our share capital represented at the general meeting.Transfer of Class C SharesSubject to the limitations described below, Class C Shares may be sold and transferred by physical delivery or bymeans of book-entry registration with accounts maintained by the Central Registry Institution. Turkish law requires non-residentinvestors to trade Turkish equity securities through a licensed Turkish bank or a brokerage firm. In addition, the CMBregulations require banks or brokerage firms to trade shares of a company quoted on a Turkish stock exchange exclusively onsuch exchange. Accordingly, following the Offering, non-resident investors may transfer the Shares only on the ISE, through alicensed bank or a brokerage firm.Disclosure of Beneficial Interests in SharesPublicly traded Turkish companies are required by CMB rules to supply the CMB with any information which theyreceive regarding the sale of their securities to the public. Any company listed on the ISE or person entering into any of thetransactions below is required to inform the ISE and the CMB of the following transactions:• any direct or indirect change of management control of the company;• any direct or indirect acquisition of 5%, 10%, 15%, 20%, 25%, 33 1 ⁄ 3 %, 50%, 66 2 ⁄ 3 % or 75% or more of the issuedshare capital or voting rights of such public company by a person or persons acting together, and thereafter of theirtransactions in the shares or voting rights of such company when the total number of shares or voting rights of suchpublic company traded falls below such thresholds, and of changes in such public company's own shareholding inany other company in which it owns at least 10% of the issued share capital;• acknowledgement of voting agreements by the company;• any direct or indirect acquisition of 5%, 10%, 15%, 20%, 25%, 33 1 ⁄ 3 %, 50%, 66 2 ⁄ 3 % or 75% or more of the issuedshare capital or voting rights of such public company by investment funds belonging to the same sponsor, andthereafter of those transactions in the shares or voting rights of such company that cause the total number of sharesor voting rights of such public company traded to fall below such thresholds; and• purchase or sale of the shares of the company by the directors, senior managers, any other employees with theauthority to make material decisions with respect to the company and direct or indirect holders of 5% of the sharecapital or voting rights of such company.The trading shareholder must notify the CMB immediately and in any event before 9:00 a.m. on the business dayfollowing the date of such transaction. The trading shareholder must also inform the company on the same day, and the companyis also under an obligation to disclose the transaction provided that the requirement to supply information is applicable only tothe extent the company becomes aware of the transaction.Mandatory Offer

In the event any party or parties acting together acquire, directly or indirectly, 25% or more of a public company'scapital, voting rights or management control, such party or parties are required to make an offer to the other shareholders to buytheir shares. Furthermore, if a party or parties acting together owning between 25% and 50% of the capital increase theirshareholding by 10% or more in any given 12-month period, such party or parties are required to make an offer to the othershareholders to purchase their shares. The offer must be made to all shareholders of the company, regardless of the class ofshares held, and must generally be made at the same price, although the CMB may permit offers of different prices for differentclasses of shares, upon request for exemptive relief. The CMB may also grant an exemption to the general requirement to makean offer to shareholders under certain circumstances, including, for example, if the acquisition of shares is approved at a meetingof the company's shareholders or does not result in a change of the company's management.Protection of Minority ShareholdersA minority shareholder of a public company is defined as a shareholder or group of shareholders who hold 5% or moreof the company's outstanding share capital.Under Turkish law, minority shareholders have the right, among others, to request our board of directors:• to invite the shareholders to an extraordinary shareholder meeting;• to request that a matter be included on the agenda at both general and extraordinary meetings of shareholders;• to request the appointment of special statutory auditors; and• to require that the company take action against directors who have violated the Turkish Commercial Code or thearticles of association of the company or who have otherwise failed to perform their duties.In 2003, the CMB issued a communiqué regarding cumulative voting principles in general meetings of publiccompanies. The objective of this communiqué is to enable minority shareholders to elect a representative to the board ofdirectors and to the statutory auditors of their companies. Under normal voting principles, a shareholder is entitled to one voteper share for each director to be elected, and may use that vote only to vote for or against the particular director. Under theprinciple of cumulative voting, a shareholder may use all the votes to which it is entitled to vote for any one (or more) of thedirectors. For example, if five directors are to be elected, each shareholder will be entitled to five votes per share. Under normalvoting principles the shareholder may only cast one vote for (or against) each of the five directors. Under cumulative votingprinciples, the shareholder may cast all five votes for a single director or may split the five votes among as many of the fivedirectors as it chooses. As a result, such shareholder would have a better chance to have a candidate elected to the relevant boardmembership. The articles of association of the company must contain a clear provision allowing for cumulative voting for theprovisions of this communiqué to apply at the general meetings of such company. Currently, our articles do not provide forcumulative voting in general meetings.Board of DirectorsOur articles of association require that our board of directors consist of ten members. All directors serve for terms ofthree years. Pursuant to our articles of association, a majority of the holders of the Class A Shares may nominate six members tothe board of directors and a majority of the holders of Class B Shares may nominate three members. Any one shareholder maynominate the last member of the board of directors. If any class of shareholders fails to obtain a majority and cannot agree on acandidate, any shareholder, regardless of its class, shall have the right to make such nomination. Directors are elected by theholders of a majority of the share capital or their proxies present at the general meeting. Under Turkish law, directors arerequired to own at least one share in order to serve on the board. However, if a director is elected to the board as a representativeof a legal entity shareholder, then such shareholder may also pledge one share to the company on behalf of such director.The maximum term of office of each member of the board of directors is three years. Vacancies may be filled by theremaining members of the board of directors from among the nominees designated by the same class of shareholders whonominated the vacating member. The replacement member shall serve until the next general meeting of shareholders. If theappointment of the replacement member is approved in the next general meeting of shareholders, such member shall serve untilthe expiry of the term of office of the vacating member. Under Turkish law, there are no retirement requirements for directors.Remuneration of the board of directors is approved by the general meeting of shareholders. Pursuant to our articles ofassociation, remuneration of the managing director is a Major Decision requiring the approval of at least two directorsnominated by the Class B shareholders, as well as the voting quorum for Major Decisions described in "—General Meetings."

Under Turkish law, directors can neither attend the negotiations nor vote on matters in which directors themselves,their spouses or their relatives up to and including third degree have an interest.Our board of directors has the authority to engage in short-, medium- and long-term borrowings, as such borrowingsare listed as one of the acts that can be carried out by us within the frame of our object and scope. In public companies, theauthority to issue bonds can be transferred to the board of directors and our articles of association have transferred such authorityto the board of directors accordingly.Audit CommitteeOur articles of association require the board of directors to establish an audit committee with a minimum of twomembers. If the audit committee is composed of two members, one member must be elected from among the board membersrepresenting the Class A shareholders and the other from among the board members representing the Class B shareholders. If theaudit committee is composed of more than two members, a majority of the audit committee members must be elected fromamong the board members representing the Class A shareholders and the remainder from among the board membersrepresenting the Class B shareholders. In addition, if the audit committee is composed of two members, both members (and ifthe audit committee is composed of more than two members, the majority of the members) must not have an executive functionin CCI.Our board of directors established an audit committee in December 2005. The current audit committee members areRecep Yılmaz Argüden, John P. Sechi and Cem Kozlu.See "Management—Board Practices—Board Committees."

AuditorsPursuant to our articles of association and the Turkish Commercial Code, the general meeting of shareholders electsthree statutory auditors for a maximum term of one year. Holders of a majority of the Class A Shares may nominate two auditorsand holders of a majority of Class B Shares may nominate one auditor.Furthermore, pursuant to our articles of association, our board of directors appoints an external auditor, which must bean auditing firm associated with an internationally recognized auditing firm acceptable under Turkish regulations and practice.The external auditing firm is appointed for a term of one year and can be reappointed. The corporate governance principles ofthe CMB allow appointment of the same external audit firm for five fiscal years, at the end of which, the same external auditfirm cannot be appointed until the passage of two fiscal years.Managing DirectorPursuant to our articles of association, the administration and management of CCI shall be carried out by a managingdirector appointed by the board of directors from among the candidates nominated by the directors nominated by the holders ofClass A Shares. The articles of association require the same procedure for filling any vacancies in the position of managingdirector. However, since election of the managing director is a Major Decision, at least two directors nominated by Class Bshareholders must vote affirmatively.Directors nominated by Class A or Class B shareholders have the right, at any time within six months following theappointment of the managing director, to request in writing the dismissal of the managing director. The board of directors shallconvene within 30 days of such a request and vote upon the dismissal of the managing director. If the managing director isdismissed, the board of directors shall elect a subsequent managing director using the procedure above. In the event suchsubsequent managing director is also dismissed, then a director, other than the chairman of the board, nominated by the Class Ashareholders, shall be elected and immediately assume the position of the managing director. In the event a subsequentmanaging director cannot be elected within three months of the date on which the director assumed the position of managingdirector, the director shall continue to be the managing director and shall resign his directorship.Any director, within three months following the appointment of the managing director, can request that the board ofdirectors review the performance of the managing director. The request must include reasonable documentation of inadequateperformance. Upon review of the managing director's performance, the board of directors shall convene and vote upon thedismissal of the managing director. The procedure described in the preceding paragraph shall be followed for the election of thesubsequent managing director.Termination of PrivilegesPursuant to our articles of association, in the event that the majority or all of Class A or Class B Shares are transferredto or owned by third parties that are not affiliated to the current Class A or Class B Shareholders, as the case may be, theprivileges and special rights that are given to such Class A or Class B Shares shall automatically terminate.IntroductionTHE TURKISH SECURITIES MARKETThere has been an organized securities market in Turkey since 1866, although by the late 1970s the markets had beensubstantially dormant for many years. In 1981, the Capital Markets Law was enacted, which established the CMB as the mainregulatory body with responsibility for supervision and regulation of the Turkish securities markets. The ISE was re-establishedin 1985 and recommenced operations in early 1986.The Capital Markets BoardThe principal function of the CMB is to foster the development of the securities markets in Turkey and therebycontribute to the efficient allocation of financial resources in the Turkish economy, and to ensure adequate protection forinvestors. The CMB supervises and regulates, among others, public companies, banks and other financial intermediaries, mutualfunds, investment corporations, investment consulting firms and rating firms that offer their services to institutions operating inthe capital markets.

As the capital markets regulator, the CMB promulgates regulations relating to Turkish capital markets and the ruleswhich participants in such markets are required to observe. CMB regulations require registration with the CMB of all securitiesto be publicly offered in Turkey as well as certain private placements. A prospectus filed with the CMB for registration mustinclude all information reasonably necessary to enable a prospective investor to assess the merits of the issuer and the proposedinvestment. The CMB may refuse registration in the event that it is not satisfied with the quality of the issuer or the level ofdisclosure in the prospectus. The type and scope of information required to be disclosed to the public under CMB regulations isconsiderably less detailed than disclosure requirements in more developed markets such as the United States or the UnitedKingdom.The Istanbul Stock ExchangeGovernanceThe ISE is governed by an Executive Council composed of five members. After nomination by the CMB, thePresident, who also acts as the Chief Executive Officer of the Executive Council is appointed by the Government of Turkey.Four other members of the Executive Council are appointed by the ISE general assembly and represent the three categories ofthe ISE members: investment and development banks, banks, and brokerage houses. The ISE is the only stock exchange inTurkey.Trading and SettlementIn December 1993, the ISE launched a computerized trading system known as Electronic Purchase and Sale System("EPSS"). Although the EPSS was used initially for 50 stocks that were not the subject of heavy trading, in December 1994 theISE fully converted to EPSS. The ISE operates two computer dealing rooms at its premises and approximately 149 brokers areeligible to trade through the auspices of the ISE. The brokers, after receiving orders by telephone, enter positions and transactsales by computer, just as would be done in the treasury departments of most investment banks. Since December 2001, the ISEmembers are also able to route their orders directly to the ISE automated trading system through an interface software, calledEx-API. Through Ex-API, members route the orders (either collected or derived by their own back-office systems) directly tothe ISE automated trading system and instantaneously receive order and trade confirmations. The electronic communication actsas a sales contract. At the end of each trading session the ISE gives all brokers a breakdown of all the transactions which theyhave completed.Updated trading prices for stocks traded on the ISE are conveyed in real time to data vendors such as Bloomberg andReuters for international dissemination. After each trading session, the ISE publishes a daily bulletin which sets forth for eachsecurity, among other information, the high and low sales price, the closing sales price, trading volume and weighted averagesales price. The information contained in the bulletin is customarily extracted and published on the following day in majornewspapers in Turkey. All transactions are on a cash basis, and settlement must take place on the second business day after theexecution of a trade. The Capital Markets Law was amended in 1999 to require share certificates of public companies to bereplaced by an electronic registry system maintained by the Central Registry Institution, which was incorporated as a privateentity regulated by the CMB. The conversion was completed in November 2005, and since then all share trades on the ISE areeffected by revising the electronic records maintained by the Central Registry Institution.Trading on the ISE is conducted on each business day in Turkey, with the morning session taking place from 9:30 a.m.to noon, and the afternoon session taking place from 2:00 p.m. to 4:30 p.m. Istanbul time. There are currently five markets onthe Istanbul Stock Exchange. The first is the National Market, which includes all the companies that comply with the quotationconditions previously set by the Istanbul Stock Exchange. Shares of 100 companies chosen from this market form the IstanbulStock Exchange National 100 index. The second market is the Second National Market, which has been formed to providecapital to companies that cannot meet the quotation conditions set by the Istanbul Stock Exchange and to small and mediumsized companies with a growth potential. The third market is the New Economy Market, which has been formed in order toallow companies in telecommunications, information, electronics, Internet, computers and other technology sectors to raisecapital. The fourth is the Watch List Companies Market, which is for companies under special surveillance and investigation dueto extraordinary situations with respect to stock transactions on the Istanbul Stock Exchange. The fifth market is the WholesaleMarket permitting block sale of stocks which are traded on the National Market and the Second National Market as well as thosewhich are not traded on the Istanbul Stock Exchange, through capital increase or sale of stock of existing shareholders topredetermined and/or unidentified buyers. In the Wholesale Market, the session takes place on each business day between11:00 a.m. and noon.The ISE was closed on December 30, 2004 and December 31, 2004 in order to enable its members to carry outnecessary preparations relating to the introduction of the New Turkish Lira. Based on an ISE decision, in line with the

implementation of the New Turkish Lira, all arrangements based on TL1,000,000 (nominal) = 1 lot were amended to YTL1.00(nominal) = 1 lot and the smallest tradeable unit on the exchange must now have a nominal value of YTL1.00.Trading Prices and FluctuationsTrading prices for securities listed on the ISE are generally limited to a daily range established by the ISE for eachsession. Accordingly, traders are not permitted to place orders at prices which are 10% higher or 10% lower than the base priceof the relevant security for the preceding trading session. The base price is the price which is taken as the basis for determiningthe highest and lowest price limits within which the stock may be traded in one trading session. The base price is determined byrounding to the nearest price step the average weighted price at which trades were realized and recorded in the immediatelypreceding trading session. The stock market director, however, may double, and the Chairman of the ISE may lift, the limits fora particular trading session either ex officio or upon application by a certain number of ISE members. In the absence of suchactions by ISE officials, price fluctuations of stocks traded on the ISE must be within the range established for each session. Ifrequired by extraordinary adverse circumstances, the Chairman of the ISE may suspend trading in any listed security for up tofive business days and suspend operations of the ISE entirely for a period of up to three days. The CMB may suspend theoperations of the ISE for a period of up to 15 days upon the request of the Executive Council, and the relevant Minister of Statemay order a suspension of up to one month upon the request of the CMB. Only the Council of Ministers of Turkey may suspendthe operations of the ISE for a period exceeding one month. Since the ISE recommenced operations in 1986, its operations havebeen suspended four times, first due to the 1999 earthquake for six working days (August 17, 1999 to August 24, 1999), second,after the terrorist attacks of September 11, 2001, for one day, third, following the terrorist attacks in Istanbul on November 11,2003, for two days, and fourth, for preparations relating to the introduction of the New Turkish Lira on December 30, 2004, fortwo days.Listing RequirementsThe ISE requires that a company meet certain profitability and minimum shareholding standards as a condition tolisting securities on the ISE. Certain important listing requirements for securities are set forth below.• The last three annual financial statements and the last quarterly financial statements must have been independentlyaudited. In addition, the current quarter financial statements must have been audited. For group companies,consolidated financial statements must have been prepared.• A minimum of three calendar years must have elapsed since the company's incorporation and the financialstatements for the last three years should be available.• The company must have earned profits before taxes in the last two consecutive years (in the previous year if themarket value of the offered shares is at least YTL35 million or the free float rate is at least 35%) (this amount isincreased by the Executive Council of the ISE in accordance with the revaluation rate that is announced annually).• The company's minimum net equity must be YTL12 million as shown in its latest independently audited balancesheet (this amount is increased by the Executive Council of the ISE in accordance with the revaluation rate that isannounced annually).• The free float rate must be a minimum of 25% and the market value of the offered shares must amount to aminimum of YTL18 million (the free float rate can be less than 25% if the market value of the offered sharesamounts to a minimum of YTL35 million) (this amount is increased by the Executive Council of the ISE inaccordance with the revaluation rate that is announced annually).• The Executive Council must have had the corporation's financial situation examined and accepted its ability tocontinue as a going concern.• The articles of association should not include any provision limiting the transfer and trading of the security or anyprovision preventing the shareholder from using his or her rights.• There should not be any material legal dispute which will affect the production and activity of the corporation.• The corporation should not have stopped production for more than three months within the last year for reasonsother than those that are acceptable by the Executive Council of the ISE and there should not be any requests or

proceedings for the liquidation or arrangements in bankruptcy of the corporation or any other related processidentified by the ISE.• The securities must comply with the ISE Executive Council criteria of current and possible trading volume in themarket.• It must be documented that the establishment and activities of the corporation and the legal status of the sharecertificates comply with the legislation to which they are subject.Disclosure RequirementsIn addition to the reporting requirements of the CMB, companies whose shares are listed on the ISE are required tocomply with the information and disclosure requirements of the ISE. There are two types of disclosure requirements, onerelating to financial statements and the other relating to special situations. Disclosure requirements regarding financialstatements are set forth below:• Financial statements must be presented on a quarterly basis according to CMB standards.• Audited year-end financial statements and reports prepared in accordance with CMB accounting standards must besubmitted to the ISE within a period of 14 weeks following the end of the accounting period.• Reviewed six-month results must be submitted to the ISE within ten weeks following the end of the accountingperiod.• Unaudited first quarter and third quarter financial statements must be submitted within eight weeks following theend of the accounting period.The CMB has issued Communiqué no. XI-25 "Communiqué on Accounting Standards in Capital Markets" which setsout a comprehensive set of accounting principles. In this Communiqué, the CMB stated that, as an alternative, application ofaccounting standards prescribed by the International Accounting Standards Board and the International Accounting Standardsand Standing Interpretations Committee will also be considered to be compliant with CMB Accounting Standards.public:The "disclosure communiqué" of the CMB requires the following conditions among others to be disclosed to the• any direct or indirect change of control of the company;• any direct or indirect acquisition of 5%, 10%, 15%, 20%, 25%, 33 1 ⁄ 3 %, 50%, 66 2 ⁄ 3 % or 75% or more of the issuedshare capital or voting rights of such public company by a person or persons acting together, and thereafter of theirtransactions in the shares or voting rights of such company when the total number of shares or voting rights of suchpublic company traded falls below such thresholds, and of changes in such company's own shareholding in anyother company in which it owns at least 10% of the issued share capital;• acknowledgement of voting agreements by the company;• any direct or indirect acquisition of 5%, 10%, 15%, 20%, 25%, 33 1 ⁄ 3 %, 50%, 66 2 ⁄ 3 % or 75% or more of the issuedshare capital or voting rights of such public company by investment funds belonging to the same sponsor, andthereafter of those transactions in the shares or voting rights of such company that cause the total number of sharesor voting rights of such public company traded to fall below such thresholds;• any purchase or sale of the shares of the company by the directors, senior managers, any other employees with theauthority to make material decisions with respect to the company and direct or indirect holders of 5% of the sharecapital or voting rights of such company;• when large amounts of shares are sold on the ISE; and• any information that may affect investors' investment decisions or the value of securities.

Insider TradingInsider trading is defined in the Capital Markets Law as benefiting from, or permitting others to benefit from, oravoiding losses through, or enabling others to avoid losses through, the use of non-public information which may affect thevalue of securities. Insider trading violations are punishable by prison terms of two to five years and by fines ranging fromYTL50,000 to YTL125,000. For an act to constitute an insider trading violation, the information must be utilized in a mannerwhich provides an unfair advantage over other investors. Activities such as market manipulation, disseminating misleadinginformation and engaging in activities unauthorized by the CMB are also punishable by the same penalties applicable to insidertrading. The minimum fine imposed as a result of any of the above listed acts is three times the monetary gain obtained throughsuch actions. Notwithstanding these sanctions, the effectiveness of this legislation depends largely on the extent to which itsprovisions are observed by intermediaries and investors and enforced by the CMB. To the extent these provisions are notobserved or enforced, prices of securities traded on the ISE may be affected by trading based on material non-publicinformation. Recently, a number of court decisions have imposed insider trading sanctions.Market VolatilityThe ISE is a highly volatile market. Trading on the ISE has traditionally been characterized by a high degree of shorttermspeculative trading, which is at least partially attributable to a relatively underdeveloped institutional investor base inTurkey and to the relatively small size of the retail investor base, which is comprised mainly of high net worth individuals.As of December 31, 2005, 304 Turkish companies were listed on the ISE and a total of 3 classes of shares of thosecompanies were regularly traded (12 of these companies and classes of shares are suspended from trading). As of December 31,2005, the total market capitalization of all companies with equity securities regularly traded on the ISE wasYTL218.318 million. The average daily trading value of the stocks of all companies whose shares were listed on the ISE wasYTL1,063 million in 2005.A disproportionately large percentage of the market capitalization and trading value of the ISE is represented by a smallnumber of listed companies. As of December 31, 2005, the combined market capitalization of the 10 companies with the greatestmarket capitalizations whose shares regularly traded on the ISE was YTL110 billion, which represented 51% of the marketcapitalization of all companies regularly traded on the ISE as of such date. The total average daily trading value of the five mostactively traded stocks on the ISE for 2005 was YTL70.086 million which represented approximately 26% of the average dailytrading value of all stocks traded on the ISE in 2005.The following table sets forth, for each period indicated, the number of trading days on the ISE during such period, thetotal trading value during such period and the average daily trading value during such period, in both nominal New Turkish Liraand U.S. dollars.Number ofTrading DaysTotal TradingValue Average Daily Trading Value (1)(in millions of(in millions ofU.S. dollars)U.S. dollars) (in millions of TL)2001 1st quarter..................................................... 59 24,208 306,960,209 410.32nd quarter ................................................... 64 24,246 443,225,336 378.83rd quarter.................................................... 63 11,737 256,532,949 186.34th quarter .................................................... 62 20,209 491,615,874 326.02002 1st quarter..................................................... 60 18,670 421,388,660 311.22nd quarter ................................................... 64 13,432 289,081,644 209.93rd quarter.................................................... 65 12,436 314,713,025 191.34th quarter .................................................... 61 25,977 683,032,102 425.82003 1st quarter..................................................... 58 13,605 372,057,497 225.32nd quarter ................................................... 63 19,786 476,720,578 314.13rd quarter.................................................... 66 21,648 455,354,985 328.04th quarter .................................................... 59 43,319 1,053,345,329 734.22004 1st quarter..................................................... 60 44,636 991,793,434 743.92nd quarter ................................................... 63 28,118 642,101,986 446.33rd quarter.................................................... 65 33,085 755,229,507 509.04th quarter2005 (2) 1st quarter..................................................... 62 54,037 1,176.0 890.72nd quarter ................................................... 64 34,537 748.7 552.3

3rd quarter.................................................... 65 52,159 1,096.3 822.34th quarter .................................................... 59 52,175 1,253.0 928.72006 (2) 1st quarter..................................................... 60 71,949 1,638.1 1,237.72nd quarter (through April 28) .................... 20 20,568 1,406.4 1,059.6Source: ISE(1) Translated for each day using daily historical exchange rates.(2) Expressed in New Turkish Lira.FOREIGN INVESTMENT AND EXCHANGE CONTROLSUntil the promulgation of Decrees 28 and 30 on the Protection of the Value of the Turkish Currency in 1983, whichgranted Turkish citizens limited rights to hold and trade foreign currencies, Turkish exchange regulations strictly controlledexchange movements. After the establishment of a foreign exchange market in August 1988, the exchange rate of the TurkishLira began to be determined by market forces, and today, banks in Turkey set their own foreign exchange rates independently ofthose announced by the Central Bank. Pursuant to Decree 32, issued in August 1989 and amended in June 1991, theGovernment abolished restrictions on the convertibility of the Turkish Lira by facilitating exchange of the proceeds oftransactions in Turkish securities by foreign investors, enabling Turkish citizens to purchase securities on foreign securitiesexchanges, permitting residents and non-residents to buy foreign exchange without limitation and to transfer such foreignexchange abroad, and permitting Turkish companies to invest abroad, without ministerial approval, up to $5 million.Decree 32 provides that persons not resident in Turkey may purchase and sell shares of Turkish companies providedthat such transactions are effected through a Turkish bank or broker which are required to carry out trades of listed securitiessolely on the exchange. Decree 32 further provides that a non-resident person may freely repatriate dividends received andproceeds of their sale in respect of such shares. Decree 32 requires that the dividends received and the proceeds of sale of theshares be transferred through Turkish banks or special finance institutions.Law No. 4875 on Direct Foreign Investments, which replaced the Law No. 6224 on June 17, 2003, defines foreigndirect investment as, among other things, share acquisitions, outside a stock exchange or through a stock exchange, where theforeign investor owns 10% or more of the shares or voting power. Pursuant to Law No. 4875 foreign investment in Turkey is nolonger subject to prior approval. The earlier legislation required foreign investors to invest a minimum amount of $50,000 perforeign investor, submit a number of documents evidencing the status of the foreign investor and obtain the prior approval of theForeign Investment Directorate. As a result of the adoption of Law No. 4875, and subject to the provisions of Decree 32, foreigninvestors are now subject to the same requirements as domestic investors when investing in a Turkish company.Law No. 4875 requires a public Turkish company to notify the Foreign Investment Directorate in the event nonresidentholders acquire 10% or more of the share capital or voting rights of such public company. Also, the Capital MarketsLaw requires shareholders that become direct or indirect holders of 5%, 10%, 15%, 20%, 25%, 33 1 ⁄ 3 %, 50%, 66 2 ⁄ 3 % or 75% ormore of the issued share capital or voting rights of a public company in Turkey to notify the CMB and the ISE of suchacquisition and of their subsequent transactions in the shares or voting rights of such company until the total number of shares orvoting rights of such public company traded falls below such thresholds. The names, domiciles and the number of shares orvoting rights purchased by such investors must be provided to the CMB and ISE. The identity of such investors is publiclydisclosed in Turkey by the ISE.Under Turkish law, Turkish citizens are permitted to buy unlimited amounts of foreign currency from banks and tohold foreign exchange in corporate banks. Capital transfers outside of Turkey of more than $5 million for the purpose of settingup a representative office, branch or subsidiary or participating in an existing company, however, continue to require permissionfrom the Ministry to which the Undersecretariat of Treasury is attached.TAXATIONThe following discussion is a summary of certain Turkish tax and U.S. federal income tax considerations relating to aninvestment in our Class C Shares. The discussion is based on current law and is for general information only. The discussionbelow is not intended to constitute a complete analysis of all tax consequences relating to ownership of our shares. You shouldconsult your own tax advisors concerning the tax consequences of your particular situation. The discussion is based upon lawsand relevant interpretations thereof in effect as at the date of this offering memorandum, all of which are subject to change,possibly with retroactive effect.

The Republic of TurkeyThe following summary of certain Turkish tax matters as in force on the date of this offering memorandum describesthe principal tax consequences of the purchase, ownership and disposition of the Class C Shares. It is not a complete descriptionof all the possible tax consequences of such purchase, ownership and disposition. You should consult your own tax advisorsconcerning the Turkish and other tax consequences of your particular situation.Taxation of IndividualsThe legal framework governing the taxation of personal income is provided by Income Tax Law (Numbered 193).Personal income includes seven categories of income: commercial earnings, agricultural earnings, wage and salary income,independent professional service income, income from real estate, dividend and interest income, and other earnings and gains.Turkish Income Tax Law imposes two different types of income tax liability. Individuals with Full Tax Liability("Resident Individuals") are taxed on their world-wide income, and Individuals with Limited Tax Liability ("Non-ResidentIndividuals") are taxed only on income earned in Turkey.Non-resident individuals are individuals who are not domiciled in Turkey. Article 4 of the Income Tax Law definesdomicile. Individuals residing in Turkey, and individuals that do not reside in Turkey but live in Turkey for more than sixmonths within a calendar are treated as domiciled in Turkey under Article 4 of the Income Tax Law. Pursuant to theseprovisions non-resident individuals are generally individuals who do not have a residence in Turkey or live in Turkey less thansix months within a calendar year. Non-Resident Individuals are taxed only on income earned in Turkey.The following types of individuals are taxed on all their earnings and revenue earned in Turkey and abroad and aredeemed as Resident Individuals:• Persons settled in Turkey, and• Turkish citizens associated with government offices and institutions or with organizations and enterprises whoseheadquarters are located in Turkey and who reside in foreign countries as a result of the business of such offices,institutions, organizations and enterprises. (Persons who are held liable for an income tax or similar tax because ofearnings and revenue acquired in the country where they are located are not separately taxed on such earnings andrevenue.)"Settlement in Turkey" means individuals whose residences are in Turkey. "Residence" is defined in Article 19 andsubsequent Articles of the Civil Code and includes individuals who reside in Turkey for more than six months during onecalendar year (temporary departures do not terminate the residence period).Article 5 of the Income Tax Law sets forth exceptions the definition of domicile. Individuals (including expatriates)who are considered non-resident individuals because they do not have a residence in Turkey, but live in Turkey more than sixmonths within a calendar year will not be considered domiciled in Turkey if their presence in Turkey is based on a well definedand temporary job and duty. In other words, individuals that meet this exception will be taxed as non-resident individuals.Effective rates of Turkish income tax vary from 15% to 35%. Income tax rates for income received by individuals in2006 are set forth below:YTL0 — YTL7,000...................................................................................................................... 15%YTL7,000 — YTL18,000.................................................................................................................... 20%YTL18,000 — YTL40,000.................................................................................................................... 27%YTL40,000 and more...................................................................................................................................... 35%Taxation of CorporationsCorporate tax is assessed on the basis of Corporation Tax Law (Numbered 5422). The Corporation Tax Law applies toprofits earned by corporations, cooperatives, state-owned companies, economic enterprises owned by associations andfoundations, and mutual funds and investment trusts governed by the Capital Market Law. Corporations are subject to Turkishcorporate tax at the effective rate of 30 percent. Under the draft Corporate Tax Code that is currently under discussion and isexpected to become effective retroactively from January 1, 2006, the corporate tax rate would decrease to 20%.

Two types of corporate tax liability are imposed by the Corporation Tax Law: "full" and "limited" liability. Those witha "full" corporate tax liability are corporate entities ("Resident Entities") whose legal or business headquarters is located inTurkey. Corporate entities subject to full tax liability are responsible for the declaration and the payment of taxes on their worldwidecorporate income. Corporate entities subject to limited tax liability are corporate entities that have no legal or businessheadquarters in Turkey ("Non-Resident Entities"). Corporate entities subject to limited tax liability are liable for taxes only oncorporate income earned in Turkey.Dividend and Capital Gain DefinedUnder the Income Tax Law dividends, interest, dividends paid against profit/loss sharing certificates, and similarincome are defined as dividend and interest income, income from the sale of the securities is defined as capital gain.Distributions on Our Class C SharesDividends distributed by us are subject to an income withholding tax of 10% if they are paid to shareholders that areResident Individuals, Non-Resident Individuals, or Non-Resident Entities which do not hold such shares through a permanentestablishment or permanent representative in Turkey. However, the following is not subject to any withholding: (a) dividendsdistributed related to year 1998 and previous years' corporate profits, (b) dividends distributed with respect to corporateexempted income between years 1999-2002 and (c) dividends distributed under the scope of Temporary article 61 of IncomeTax Law. Under the Turkish Income Tax Law, the bonus share distributions are not subject to withholding tax.If a double taxation treaty is in effect between Turkey and the resident country of a Non-Resident Individual or Non-Resident Entity, and that treaty provides for the application of a rate of income withholding tax on dividends that is lower thanthe rate imposed by the Turkish Income Tax Law, then such Individual or Entity will benefit from the lower withholding tax ratementioned in the double taxation treaty. However, the Turkish withholding tax rate of 10% is generally lower than (or equal to)the rates provided in most of the double tax treaties that Turkey has signed. Therefore in most cases the application of a lowerwithholding tax rate based on the double tax treaties is not currently possible.Within the framework of the taxation regime, withholding tax is the final tax for dividend income earned by Non-Resident Individuals/Entities. Non-Resident Individuals/Entities with or without any permanent establishment or permanentrepresentative in Turkey are not required to file an annual or discrete/special tax return for gains that are taxed by withholding.On the other hand Resident Individuals are required to file an annual tax return for their dividend income. 1 ⁄ 2 of thegross amount of cash dividends gained by Resident Individuals from Resident Entities are exempt from income tax. If theremaining amount exceeds the threshold amount YTL18,000 for the year 2006 together with certain other income (i.e., salaries,income from movable property and real estate income), this all remaining amount should be declared by annual tax return.Withholding tax charged on total gross dividend will be credited against income tax calculated. Dividends distributed related toyear 1998 and previous years' corporate profits are not subject to declaration. Dividends distributed over the corporate exemptedincome between years 1999-2002 and dividends gained under the scope of Temporary Article 61 of Income Tax Law must beannually declared in the following manner: 1 ⁄ 2 of the dividend amount + 1 ⁄ 9 of the dividend amount is subject to declaration, but1 ⁄ 5 of the declared income is deducted from income tax calculated. Bonus share distributions are not subject to declaration.Dividend income obtained by Resident Entities from a resident entity is not subject to withholding tax and alsoexempted from corporate tax.Sale, Exchange, or Other Disposition of the Class C SharesAccording to an amendment made to the Income Tax Law by Law number 5281 ("Amendment 5281") published inOfficial Gazette dated December 31, 2004, the taxation and declaration methods for capital gains derived from disposal of shareslisted on the Istanbul Stock Exchange through authorized intermediary banks and brokerage houses have been changedsignificantly. These changes have become effective on January 1, 2006, and will be valid for the ten year period betweenJanuary 1, 2006 and December 31, 2015. There will be no change in the taxation of dividend income and dividends willcontinue to be subject to 10% withholding tax.Under Amendment 5281, capital gains from the sale, exchange or other disposition of our Class C Shares through theintermediation of banks and brokerage houses will be subject to 15% withholding tax which would be the final tax for Non-Resident Individuals/Entities. However, the provisions of applicable double tax treaties should also be taken into considerationwhere the treaty benefits should be applied at source.

Gains from the sale, exchange, or other disposition of our Class C Shares by a Non-Resident Individual/Entity aresubject to 15% withholding tax in Turkey if (i) the sale, exchange, or other disposition takes place in Turkey; or (ii) payment ismade in Turkey; or (iii) payment is made outside of Turkey and transferred (A) to the payer's account in Turkey, or (B) to thepayee's account in Turkey ("Turkish Gains").Additionally, gains from the sale, exchange, or other disposition of our Class C Shares by Resident Individuals andTurkish Gains of Non-Resident Individuals are subject to 15% withholding tax unless the sale, exchange, or other dispositionthat takes place after one year from the acquisition date of such shares.Gains from the sale, exchange, or other disposition of our Class C Shares by Resident Entities and Turkish Gains ofNon-Resident Entities are subject to taxation regardless of how long the Class C Shares were held. However, Resident Entitiesmay benefit from a corporate tax exemption with respect to Class C Shares that they hold at least 2 years and provided thatcertain conditions are met. Furthermore, the provisions of applicable double taxation treaties should also be taken intoconsideration for the gains of Non-Resident Entities.Non-Resident Individuals/Entities are not required to file annual or discrete/special tax returns for gains on Class CShares that are taxed by withholding.On the other hand, voluntary annual tax returns may be given on a calendar year basis for gains derived from Class CShares subject to withholding tax. Losses can be offset against capital gains realized from the trading of securities of the samekind by way of such voluntary tax returns since the losses cannot be carried forward to future years. While the wording of theregulation currently provides that voluntary declarations can only be given by resident and non-resident individuals, there is anexpectation that the Ministry of Finance will interpret these rules to also apply to non-resident entities.Withholding tax liability is a liability of intermediary banks and brokerage houses that make payments to beneficialowners of Shares. Declarations with respect to withholding tax liability are filed quarterly by the intermediary banks orbrokerage houses. If a holder transfers Class C Shares from one brokerage house to another, the receiving brokerage house mustbe informed of the purchase date and the value of such Shares in order to be able to take such information into account in thecalculation of withholding tax. However, notification regarding purchase date and value may also be filed with the Ministry ofFinance if Shares are transferred from one beneficial owner to another or physical delivery is made.Taxation of Investment and Mutual FundsAs of January 1, 2006, the corporate tax exemption set forth in the Corporate Tax Law for non-resident investmentfunds are abolished and non-resident investment funds are subject to same taxation principles as other Non-Resident Entities.However, corporate tax exemption for non-resident invest funds continues to apply for shares purchased before January 1, 2006.Stamp TaxesAccording to the Turkish Stamp Tax Law (Law No. 488), all agreements and documents which reference a monetaryamount are subject to a 0.75 percent stamp tax on an aggregated basis. Among other things, loan agreements with banks andforeign credit institutions (whether on a cash or non-cash basis), company establishments, and capital increases are now exemptfrom stamp duty. The amount of stamp tax per document may not exceed a maximum of YTL878,400. According to Article l(a)of the Council of Ministers Decree No. 94/6035, the stamp tax rate is 0 percent for underwriting agreements. Any suchagreement or document executed outside Turkey is not subject to Turkish stamp tax unless it is presented as evidence before aTurkish Court or a government authority or its provisions are benefited in Turkey.Turkish Tax TreatiesTurkey has double taxation treaties in effect with certain European countries. Many of these treaties provide, subject toa one year holding period, for non-taxation in Turkey of capital gains on the Shares. Additionally, treaties with the United Statesof America, The Netherlands, Belgium and Italy provide an exemption regardless of the length of the holding period for capitalgains derived by residents of these countries as a result of sale of the shares of a Turkish corporation to a Turkish resident,provided that the shares are quoted on the Istanbul Stock Exchange.As of April 2006, Turkey has relevant double taxation treaties in effect with the following countries:Albania Iran Poland

AlgeriaAustriaAzerbaijanBangladeshBelarusBelgiumBulgariaChinaCroatiaThe Czech RepublicDenmarkEgyptEstoniaFinlandFranceGermanyGreeceHungaryIndiaIndonesiaIsraelItalyJapanJordanKazakhstanKuwaitKyrgyzstanLatviaLithuaniaLuxembourgMacedoniaMalaysiaMoldovaMongoliaMoroccoThe NetherlandsTurkish Republic ofNorthern CyprusNorwayPakistanRomaniaSaudi ArabiaSingaporeSlovakiaSloveniaSouth KoreaSpainSudanSwedenSyriaTajikistanThailandTunisiaTurkmenistanUkraineUnited Arab EmiratesUnited KingdomUnited States of AmericaUzbekistanTax Treaty with the United StatesA generally applicable tax treaty for the prevention of double taxation of income between Turkey and the United States(the "Turkey-U.S. Treaty") applies to all amounts of income paid or credited.Under Article 10 of the Turkey-U.S. Treaty, withholding tax on dividends paid to a company resident in the UnitedStates which owns, as beneficial owner, at least 10 percent of the voting stock of a Turkish company paying the dividend islimited to 15 percent of gross dividends paid. In all other cases, the withholding tax rate is 20 percent of the gross dividend paid.However, in both cases, the local effective rate of 10 percent shall be withheld by a resident corporation, since the current localwithholding tax rate is lower than the Turkey-U.S. Treaty rates of 15 percent and 20 percent.According to Article 13 of the Turkey-U.S. Treaty, for so long as the Shares are quoted on the Istanbul StockExchange, capital gains derived by residents of the United States from the disposition of the Shares to a Turkish resident are nottaxable in Turkey.United States Federal Income TaxationThe following is a description of the principal U.S. federal income tax consequences that may be relevant with respectto the acquisition, ownership and disposition of our Class C Shares. This description addresses only the U.S. federal income taxconsiderations of holders that are initial purchasers of our Class C Shares pursuant to the offering and that will hold such Class CShares as capital assets. Except to the extent set forth below, this description does not address state, local, foreign or other taxlaws or tax considerations applicable to holders that may be subject to special tax rules, including:• banks, financial institutions or insurance companies;• real estate investment trusts, regulated investment companies or grantor trusts;• dealers or traders in securities or currencies;• tax-exempt entities;• persons that received our Class C Shares as compensation for the performance of services;• persons that will hold our Class C Shares as part of a "hedging" or "conversion" transaction or as a position in a"straddle" for U.S. federal income tax purposes;• persons that have a "functional currency" other than the U.S. dollar;

• certain former citizens or long-term residents of the United States; or• holders that own or are deemed to own 10% or more, by voting power or value, of our shares.Moreover, this description does not address the U.S. federal estate and gift or alternative minimum tax consequences ofthe acquisition, ownership and disposition of our Class C Shares.This description is based on the Internal Revenue Code of 1986, as amended (the "Code"), existing, proposed andtemporary U.S. Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect andavailable on the date hereof.All of the foregoing are subject to change, which change could apply retroactively and could affect the taxconsequences described below.For purposes of this description, a "U.S. Holder" is a beneficial owner of our Class C Shares that, for U.S. federalincome tax purposes, is:• a citizen or resident of the United States;• a partnership or corporation created or organized in or under the laws of the United States or any state thereof,including the District of Columbia;• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or• a trust if such trust validly elects to be treated as a U.S. person for U.S. federal income tax purposes or if (1) a courtwithin the U.S. is able to exercise primary supervision over its administration and (2) one or more U.S. personshave the authority to control all of the substantial decisions of such trust.A "Non-U.S. Holder" is a beneficial owner of our Class C Shares that is not a U.S. Holder.If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds Class C Shares,the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of thepartnership. Such a partner should consult its tax advisor as to its tax consequences.You should consult your own tax advisor with respect to the U.S. federal, state, local and foreign taxconsequences of acquiring, owning or disposing of our Class C Shares.Internal Revenue Service Circular 230 DisclosurePursuant to Internal Revenue Service Circular 230, we hereby inform you that the description set forth hereinwith respect to U.S. federal tax issues was not intended or written to be used, and such description cannot be used, byany taxpayer for the purpose of avoiding any penalties that may be imposed on the taxpayer under the U.S. InternalRevenue Code. Such description was written to support the marketing of the Class C Shares. Such description is limitedto the U.S. federal tax issues described herein. It is possible that additional issues may exist that could affect the U.S.federal tax treatment of the Class C Shares, or the matter that is the subject of the description noted herein, and suchdescription does not consider or provide any conclusions with respect to any such additional issues. Taxpayers shouldseek advice based on the taxpayer's particular circumstances from an independent tax advisor.DistributionsSubject to the discussion below under "—Passive Foreign Investment Company Considerations," if you are a U.S.Holder, for U.S. federal income tax purposes, the amount of any distribution made to you of cash or property, other than certaindistributions, if any, of our Class C Shares distributed pro rata to all our shareholders, with respect to your Class C Shares will beincludible in your income as dividend income to the extent such distributions are paid out of our current or accumulated earningsand profits as determined under U.S. federal income tax principles. Subject to the discussion below under "—Passive ForeignInvestment Company Considerations," non-corporate U.S. Holders generally may be taxed on such distributions at the lowerrates applicable to long-term capital gains for taxable years beginning on or before December 31, 2008. However, a U.S.Holder's eligibility for such preferential rate would be subject to certain holding period requirements, the non-existence of

certain risk reduction transactions with respect to the shares and our qualification for the benefit of the Turkey-U.S. Treaty. Suchdividends will not be eligible for the dividends received deduction generally allowed to corporate U.S. Holders. Subject to thediscussion below under "—Passive Foreign Investment Company Considerations," to the extent, if any, that the amount of anydistribution by us exceeds our current and accumulated earnings and profits as determined under U.S. federal income taxprinciples, it will be treated first as a tax-free return of your adjusted tax basis in your Class C Shares and thereafter as capitalgain. We do not maintain calculations of our earnings and profits under U.S. federal income tax principles.If you are a U.S. Holder, and we pay a dividend in New Turkish Lira, any such dividend will be included in your grossincome in an amount equal to the U.S. dollar value of New Turkish Lira on the date of receipt. The amount of any distribution ofproperty other than cash will be the fair market value of such property on the date of distribution.If you are a U.S. Holder, dividends paid to you with respect to your Class C Shares will be treated as foreign sourceincome, which may be relevant in calculating your foreign tax credit limitation. If you are a U.S. Holder, you may not be eligiblefor a foreign tax credit against your U.S. federal income tax liability for Turkish taxes withheld by us. If you are eligible for aforeign tax credit against your U.S. federal income tax liability for Turkish taxes withheld by us, you generally will be requiredto include in income the gross amount of any distribution made to you, before reduction for any Turkish taxes withheldtherefrom. If you are a U.S. Holder and are not eligible for a foreign tax credit for Turkish taxes withheld by us, while thetreatment of such Turkish taxes is unclear, you should be entitled to either exclude the amount of Turkish taxes withheld by usfrom your gross income, or to deduct the amount of Turkish taxes withheld by us from your gross income, in calculating yourU.S. federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect tospecific classes of income. For this purpose, dividends that we distribute generally will constitute "passive income," or, in thecase of certain U.S. Holders, "financial services income." U.S. Holders should note that the "financial services income" categorywill be eliminated with respect to taxable years beginning after December 31, 2006, and the foreign tax credit limitationcategories after such time will be limited to "passive category income" and "general category income."Subject to the discussion below under "—Backup Withholding Tax and Information Reporting Requirements," if youare a Non-U.S. Holder, you generally will not be subject to U.S. federal income or withholding tax on dividends received by youon your Class C Shares, unless you conduct a trade or business in the United States and such income is effectively connectedwith that trade or business.Sale or Exchange of Class C SharesSubject to the discussion below under "—Passive Foreign Investment Company Considerations," if you are a U.S.Holder, you generally will recognize gain or loss on the sale or exchange of your Class C Shares equal to the difference betweenthe amount realized on such sale or exchange and your adjusted tax basis in your Class C Shares. Such gain or loss will becapital gain or loss. If you are a noncorporate U.S. Holder, the maximum marginal U.S. federal income tax rate applicable tosuch gain will be lower than the maximum marginal U.S. federal income tax rate applicable to ordinary income (other thancertain dividends) if your holding period for such Class C Shares exceeds one year (i.e., long-term capital gains). Gain or loss, ifany, recognized by you generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes. Thedeductibility of capital losses is subject to limitations.If you are a U.S. Holder, the initial tax basis of your Class C Shares will be the U.S. dollar value of the New TurkishLira denominated purchase price determined on the date of purchase. If your Class C Shares are treated as traded on an"established securities market," a cash basis U.S. Holder, or, if it elects, an accrual basis U.S. Holder, will determine the dollarvalue of the cost of such Class C Shares by translating the amount paid at the spot rate of exchange on the settlement date of thepurchase. If you convert U.S. dollars to New Turkish Lira and immediately use that currency to purchase Class C Shares, suchconversion generally will not result in taxable gain or loss to you.With respect to the sale or exchange of Class C Shares, the amount realized generally will be the U.S. dollar value ofthe payment received determined on the date of sale or disposition. If the Class C Shares are treated as traded on an "establishedsecurities market," a cash basis taxpayer, or, if it elects, an accrual basis taxpayer, will determine the United States dollar valueof the amount realized by translating the amount received at the spot rate of exchange on the settlement date of the sale.As described under "—The Republic of Turkey—Sale, Exchange or Other Disposition of the Class C Shares," undercurrent law if you are a U.S. Holder, you may be subject to Turkish tax upon the disposition of the Class C Shares under certaincircumstances. The U.S. foreign tax credit with respect to such Turkish tax may be limited because the gain may be treated asU.S. sourced. However, if you are a resident of the United States for purposes of the Treaty who is eligible for the benefits of theTreaty, you may be exempt from such Turkish tax.

Subject to the discussion below under "—Backup Withholding Tax and Information Reporting Requirements," if youare a Non-U.S. Holder, you generally will not be subject to U.S. federal income or withholding tax on any gain realized on thesale or exchange of such Class C Shares unless:• such gain is effectively connected with your conduct of a trade or business in the United States; or• you are an individual and have been present in the United States for 183 days or more in the taxable year of suchsale or exchange and certain other conditions are met.Passive Foreign Investment Company ConsiderationsA Non-U.S. corporation will be classified as a "passive foreign investment company," or a PFIC, for U.S. federalincome tax purposes in any taxable year in which, after applying certain look-through rules, either• at least 75% of its gross income is "passive income"; or• at least 50% of the average gross value of its assets is attributable to assets that produce "passive income" or areheld for the production of passive income.Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities andsecurities transactions.Based on certain estimates of its gross income and gross assets and the nature of its business, we believe that we willnot be classified as a PFIC for the taxable year ending December 31, 2005 and we do not expect to become a PFIC for thetaxable year ending December 31, 2006. Our status in future years will depend on our assets and activities in those years. Wehave no reason to believe that our assets or activities will change in a manner that would cause us to be classified as a PFIC, butthere can be no assurance that we will not be considered a PFIC for any taxable year. If we were a PFIC, and you are a U.S.Holder, you generally would be subject to imputed interest charges and other disadvantageous tax treatment (including thedenial of the taxation of such dividends at the lower rates applicable to long-term capital gains, as discussed above under"Distributions") with respect to any gain from the sale or exchange of, and certain distributions with respect to, your Class CShares.If we were a PFIC, you could make a variety of elections that may alleviate certain of the tax consequences referred toabove, and one of these elections may be made retroactively. However, it is expected that the conditions necessary for makingcertain of such elections will not apply in the case of our Class C Shares. You should consult your own tax advisor regarding thetax consequences that would arise if we were treated as a PFIC.Backup Withholding Tax and Information Reporting RequirementsU.S. backup withholding tax and information reporting requirements generally apply to certain payments to certainnoncorporate holders of stock. Information reporting generally will apply to payments of dividends on, and to proceeds from thesale or redemption of, Class C Shares made within the United States, or by a U.S. payor or U.S. middleman, to a holder ofClass C Shares, other than an exempt recipient, including a corporation, a payee that is not a U.S. person that provides anappropriate certification and certain other persons. A payor will be required to withhold backup withholding tax from anypayments of dividends on, or the proceeds from the sale or redemption of, Class C Shares within the United States, or by a U.S.payor or U.S. middleman, to a holder, other than an exempt recipient, if such holder fails to furnish its correct taxpayeridentification number or otherwise fails to comply with, or establish an exemption from, such backup withholding taxrequirements. The backup withholding tax rate is 28% for years through 2010.In the case of such payments made within the United States to a foreign simple trust, a foreign grantor trust or a foreignpartnership, other than payments to a foreign simple trust, a foreign grantor trust or a foreign partnership that qualifies as a"withholding foreign trust" or a "withholding foreign partnership" within the meaning of the applicable U.S. TreasuryRegulations and payments to a foreign simple trust, a foreign grantor trust or a foreign partnership that are effectively connectedwith the conduct of a trade or business in the United States, the beneficiaries of the foreign simple trust, the persons treated asthe owners of the foreign grantor trust or the partners of the foreign partnership, as the case may be, will be required to providethe certification discussed above in order to establish an exemption from backup withholding tax and information reportingrequirements. Moreover, a payor may rely on a certification provided by a payee that is not a U.S. person only if such payor doesnot have actual knowledge or a reason to know that any information or certification stated in such certificate is incorrect.

The above description is not intended to constitute a complete analysis of all tax consequences relating toacquisition, ownership and disposition of our Class C Shares. You should consult your own tax advisor concerning thetax consequences of your particular situation.PLAN OF DISTRIBUTIONCredit Suisse is acting as global co-ordinator and international bookrunner of the international offering and asrepresentative of the international underwriters (the "underwriters") named below. Subject to the terms and conditions stated inthe underwriting agreement among us, the selling shareholders and the underwriters dated the date of this offeringmemorandum, each underwriter named below has agreed, severally but not jointly, with the selling shareholders, to purchase thenumber of Class C Shares set forth opposite the underwriter's name in the table below.Number ofClass C SharesUnderwriters:Credit Suisse Securities (Europe) Limited ........................................................................................................... 2,737,534,200Bank Austria Creditanstalt AG............................................................................................................................. 342,191,800Lehman Brothers International (Europe) ............................................................................................................. 342,191,800İş Yatırım Menkul Değerler A.Ş. ......................................................................................................................... —Total ...................................................................................................................................................................... 3,421,917,800The underwriting agreement provides that the obligations of the underwriters to purchase the Class C Shares are subjectto approval of legal matters by counsel and to other conditions. The underwriters must purchase all the Class C Shares to beoffered if they purchase any of the Class C Shares to be offered.Our portion of the total estimated expenses of the offering will be approximately YTL1.5 million, which representsCCSD's pro rata portion, as a selling shareholder, of the total estimated expenses of the offering. In addition, the sellingshareholders will pay to the underwriters a combined management, selling and underwriting commission equal to 2.09% of thetotal proceeds of the offering. In addition, Credit Suisse will be awarded an additional discretionary incentive fee of 0.5% of thetotal proceeds of the offering. Therefore, the underwriters will receive in connection with this offering total commissions ofYTL9.5 million. If the over-allotment option is exercised in full, the underwriters will receive an additional YTL1.4 million intotal commissions.The Class C Shares are proposed to be sold at the offer price set forth on the cover page of this offering memorandumwithin the United States to qualified institutional buyers (as defined in Rule 144A) in reliance on Rule 144A and outside theUnited States in reliance on Regulation S.Concurrently with the international offering, the selling shareholders are offering for sale 1,610,314,300 Class C Sharesin a public offering to retail and institutional investors in Turkey. The Turkish offering is being made pursuant to a Turkishprospectus. İş Investment is the lead manager of the Turkish offering, pursuant to an underwriting and consortium agreementwith a syndicate of Turkish financial institutions, for which İş Investment is acting as the domestic bookrunner. As part of theTurkish offering, our employees and distributors in Turkey and the employees of our principal shareholders and their affiliatedcompanies in Turkey will be entitled to buy up to 50,322,321 Class C Shares at a 3% discount to the offer price.In addition, The Coca-Cola Export Corporation and Özgörkey Holding A.Ş. have granted to the underwriters of boththe international offering and the Turkish offering an over-allotment option, which, due to applicable Turkish law requirements,is exercisable only upon notice by İş Investment for the period commencing on the last day of the bookbuilding period for theTurkish offering and ending 30 days after the commencement of trading of the Class C Shares on the ISE. Pursuant to the overallotmentoption, İş Investment, subject to consultation and approval of Credit Suisse, to the extent permitted by applicable lawsand regulations, may require The Coca-Cola Export Corporation and Özgörkey Holding A.Ş. to sell up to 638,122,400 and115,400,000 additional Class C Shares, respectively, at the price per Class C Share set out above less the commissions set outabove, solely to cover over-allotments, if any, made in connection with the offering.The Class C Shares have not been and will not be registered under the Securities Act or any state securities laws andmay not be offered or sold within the United States, except in transactions exempt from, or not subject to, the registrationrequirements of the Securities Act.

In addition, until 40 days after the commencement of this offering, an offer or sale of Class C Shares within the UnitedStates by a dealer that is not participating in this offering may violate the registration requirements of the Securities Act if thatoffer or sale is made otherwise than in accordance with Rule 144A.No action has been or will be taken in any jurisdiction other than Turkey that would permit a public offering of ourClass C Shares, or the possession, circulation or distribution of this offering memorandum or any other material relating to us orour Class C Shares in any jurisdiction where action for that purpose is required. Each underwriter has agreed that it will not,directly or indirectly, offer or sell any of our Class C Shares or distribute or publish any offering material or advertisements inconnection with our Class C Shares in or from any jurisdiction, except under circumstances that will result in compliance withall applicable laws and regulations.In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a "RelevantMember State") an offer to the public of any Class C Shares which are the subject of the offering contemplated by this offeringmemorandum may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member Stateof any Class C Shares may be made at any time under the following exemptions under the Prospectus Directive, if they havebeen implemented in that Relevant Member State:(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized orregulated, whose corporate purpose is solely to invest in securities;(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year;(2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its lastannual or consolidated accounts;(c) by the underwriters to fewer than 100 natural or legal persons (other than qualified investors as defined in theProspectus Directive) subject to obtaining the prior consent of Credit Suisse for any such offer; or(d)in any other circumstances falling within Article 3(2) of the Prospectus Directive,provided that no such offer of Class C Shares shall result in a requirement for the publication by us, the selling shareholders orany underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.For the purposes of this provision, the expression an "offer to the public" in relation to any Class C Shares in anyRelevant Member State means the communication in any form and by any means of sufficient information on the terms of theoffer and any Shares to be offered so as to enable an investor to decide to purchase any Shares, as the same may be varied in thatMember State by any measure implementing the Prospectus Directive in that Member State and the expression "ProspectusDirective" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.Each underwriter has severally represented and agreed in the underwriting agreement that:(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it inconnection with the issue or sale of any Class C Shares in circumstances in which section 21(1) of the FSMA does not apply toCCI; and(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it inrelation to the Class C Shares in, from or otherwise involving the United Kingdom.We have agreed that for a period of 180 days from the date of the initial offering of the Class C Shares, we will not,without the prior written consent of Credit Suisse: (i) offer, sell, contract to sell, pledge, charge, grant options over, or otherwisedispose of, directly or indirectly, any shares of CCI or any securities convertible into, or exchangeable into or exercisable for,any shares of CCI, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part,directly or indirectly, any of the economic consequences of ownership of any shares of CCI or mandate any third party to do so,or announce the intention to do so or make an announcement relating thereto.In addition, the selling shareholders, as well as Anadolu Efes Biracılık ve Malt Sanayi A.Ş. and Efes Pazarlama veDağıtım Ticaret A.Ş., have agreed that for a period of 180 days from the date of the initial offering of the Class C Shares, theywill not, without the prior written consent of Credit Suisse: (i) offer, sell, contract to sell, pledge, charge, grant options over, orotherwise dispose of, directly or indirectly, any shares of CCI or any securities convertible into, or exchangeable into or

exercisable for, any shares of CCI, or (ii) enter into any swap or any other agreement or any transaction that transfers, in wholeor in part, directly or indirectly, any of the economic consequences of ownership of any shares of CCI or mandate any third partyto do so, or announce the intention to do so or make an announcement relating thereto. The foregoing does not apply to theClass C Shares to be sold by the selling shareholders pursuant to this offering memorandum or the Turkish prospectus.In connection with this international offering and the Turkish offering, İş Investment as stabilizing manager may,subject to consultation with and the approval of Credit Suisse, to the extent permitted by applicable laws and regulations, engagein transactions with the objective of stabilizing the market price of the Class C Shares. In accordance with the regulations of theCMB, stabilizing activities may only be carried on for a maximum period of 30 days following the commencement of trading ofthe Class C Shares on the ISE and orders can be given only in the case the Class C Share price falls below the offer price. Inconnection with such stabilization activities and during the stabilization period, İş Investment, subject to consultation with andthe approval of Credit Suisse, to the extent permitted by applicable laws and regulations, may stabilize or maintain the price ofany Class C Shares by bidding for or purchasing the Class C Shares in the open market. No representation is made as to themagnitude or effect of any such stabilizing or other transactions and any such activities or transactions would not constitute aguarantee of any share price. İş Investment is not obliged to engage in these activities and may under certain circumstances,upon notice to the ISE and the CMB, discontinue these activities at any time.Prior to this international offering, there has been no public market for our Class C Shares. The initial offer price for theClass C Shares offered in this offering has been determined by agreement between us, the selling shareholders and theunderwriters. Among the factors considered in making such determination were the history of and the prospects for the industryin which we compete, an assessment of our management, our present operations, the historical results of our operations and thetrend of our net sales, our prospects for future earnings, the general condition of the securities markets at the time of the offeringand the prices of similar securities of generally comparable companies. No assurance can be given as to the liquidity of thetrading market for the Class C Shares.Prospective purchasers of the Class C Shares who do not maintain a custody account in Turkey must open a custodyaccount with a recognized Turkish depositary. Prospective purchasers will need to provide details of their custody accounts toCredit Suisse no later than May 5, 2006. The Class C Shares will be delivered to the Turkish depositary accounts of thepurchasers on or about the closing date of this offering, subject to timely and satisfactory provision to Credit Suisse of accountdetails.The underwriters have performed investment banking and advisory services for us from time to time for which theyhave received customary fees and expenses. For example, Credit Suisse advised us in connection with the acquisition of EfesInvest in 2005. In addition, we have in the past entered, and expect to continue to enter, into commercial banking transactionswith affiliates of Credit Suisse, CA IB and İş Investment. The underwriters may, from time to time, engage in other transactionswith us in the ordinary course of their business.We and the selling shareholders have agreed to indemnify the underwriters against certain liabilities, includingliabilities under the Securities Act, or to contribute to payments that the underwriters may be required to make because of any ofthose liabilities.TRANSFER RESTRICTIONSAs a result of the following restrictions, we advise you to contact legal counsel prior to making any resale, pledge ortransfer of the Class C Shares.The offering is being made in accordance with Rule 144A and Regulation S. The Class C Shares have not been andwill not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of theUnited States and, accordingly, may not be offered or sold within the United States, except to QIBs in reliance on the exemptionfrom the registration requirements of the Securities Act provided by Rule 144A and to persons outside the United States inaccordance with Regulation S. Terms used in this section that are defined in Rule 144A or Regulation S are used herein as sodefined.Rule 144AEach purchaser of Class C Shares within the United States pursuant to Rule 144A, by accepting delivery of thisoffering memorandum and the Class C Shares, will be deemed to have represented, agreed and acknowledged as follows:

(1) The purchaser acknowledges that our Class C Shares have not been and will not be registered under the Securities Actor with any securities regulatory authority of any state of the United States and are subject to significant restrictions on transfer.(2) The purchaser is (i) a QIB, (ii) aware, and each beneficial owner of such Class C Shares has been advised, that the saleof such Class C Shares to it is being made in reliance on Rule 144A and (iii) acquiring such Class C Shares for its own accountor for the account of a QIB.(3) It agrees (or, if it is acting for the account of another person, such person has confirmed to it that such person agrees)that it (or such person) will not offer, resell, pledge or otherwise transfer such Class C Shares except: (a) in accordance withRule 144A to a person whom it and any person acting on its behalf reasonably believe is a QIB purchasing for its own accountor for the account of a QIB; (b) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S; or (c) inaccordance with Rule 144 under the Securities Act (if available), in each case in accordance with any applicable securities lawsof any state of the United States. The purchaser will, and each subsequent holder is required to, notify any subsequent purchaserfrom it of those Class C Shares of the resale restrictions referred to in (a), (b) and (c) above. No representation can be made as tothe availability of the exemption provided by Rule 144 for resale of the Class C Shares.(4) Notwithstanding anything to the contrary in the foregoing paragraphs, our Class C Shares may not be deposited intoany unrestricted depositary facility established or maintained by a depositary bank, unless and until such time as those Class CShares are no longer "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act.(5) It acknowledges that we, the Selling Shareholders, the underwriters and our and their respective affiliates will rely uponthe truth and accuracy of the acknowledgements, representations and agreements in the foregoing paragraphs. If it is acquiringour Class C Shares for the account of one or more QIBs, it represents that it has sole investment discretion with respect to eachsuch account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf ofeach such account.Prospective purchasers are hereby notified that sellers of our Class C Shares may be relying on the exemptionfrom the provisions of Section 5 of the Securities Act provided by Rule 144A.Regulation SEach purchaser of our Class C Shares outside the United States pursuant to Regulation S, by accepting delivery of thisoffering memorandum and the Class C Shares, will be deemed to have represented, agreed and acknowledged as follows:(1) It (a) is aware that the sale of our Class C Shares to it is being made pursuant to and in accordance with Rule 903 or904 of Regulation S, (b) is, or at the time such Class C Shares are purchased will be, the beneficial owner of those Class CShares and (c) is purchasing such Class C Shares in an offshore transaction meeting the requirements of Regulation S.(2) It understands that our Class C Shares have not been and will not be registered under the Securities Act or with anysecurities regulatory authority of any state of the United States.(3) It is not our affiliate or a person acting on behalf of such an affiliate.(4) It acknowledges that we, the Selling Shareholders, the underwriters and our and their respective affiliates will rely uponthe truth and accuracy of the acknowledgements, representations and agreements in the foregoing paragraphs.Class C SharesSubject to the limitations described below, Class C Shares may be sold and transferred by delivery. Decree 32 on theProtection of the Value of the Turkish Currency, issued in August 1989 and amended in June 1991, provides that persons notresident in Turkey may purchase and sell shares of Turkish companies on the condition that such transaction is effected througha duly licensed bank or broker. The Turkish capital markets legislation requires that shares of a company quoted on a Turkishsecurities exchange be traded exclusively on such exchange. The CMB has indicated that this requirement applies only tointermediary institutions (banks or brokers) licensed for trading on the stock exchange and to trade orders placed with them byinvestors. Accordingly, our shareholders that are not resident in Turkey may transfer their Class C Shares only on the ISE asthey are required to use a Turkish bank or a broker.This offering will be registered with the CMB under the provisions of the Capital Markets Law. This registration doesnot constitute a guarantee by the CMB or any other public authority with respect to the Class C Shares or CCI.

INDEPENDENT AUDITORSThe consolidated financial statements of Coca-Cola İçecek A.Ş. as of December 31, 2003, 2004 and 2005 and for theyears then ended and of Efes Sınai Yatırım Holding A.Ş. as of December 31, 2003, 2004 and 2005 and for the years then ended,included in this offering memorandum, have been audited by Güney S.M.M.M. A.Ş., located at Büyükdere Caddesi, BeytemPlaza No. 22 80220 Şişli, Istanbul, Turkey, as an affiliated firm of Ernst & Young International, independent auditors, as statedin their reports appearing herein.LEGAL MATTERSCertain legal matters in connection with this offering will be passed upon for us by White & Case LLP, our U.S.counsel, and Derman Ortak Avukat Bürosu, our Turkish counsel. Certain legal matters in connection with this offering will bepassed upon for the underwriters by Linklaters, the underwriters' U.S. counsel, and Pekin & Bayar, the underwriters' Turkishcounsel.INDEX TO FINANCIAL STATEMENTSPageCCI Consolidated Financial Statements as of and for the Years Ended December 31, 2005, 2004 and 2003Report of Independent Auditors ................................................................................................................................................ F-2Consolidated Balance Sheets..................................................................................................................................................... F-3Consolidated Income Statements .............................................................................................................................................. F-4Consolidated Statements of Changes in Equity ........................................................................................................................ F-5Consolidated Cash Flow Statements ......................................................................................................................................... F-6Notes to Consolidated Financial Statements............................................................................................................................. F-7Efes Invest Consolidated Financial Statements as of and for the Years Ended December 31, 2005 and 2004Report of Independent Auditors ................................................................................................................................................ F-40Consolidated Balance Sheet ...................................................................................................................................................... F-41Consolidated Income Statement................................................................................................................................................ F-42Consolidated Statement of Shareholders' Equity...................................................................................................................... F-43Consolidated Cash Flow Statement........................................................................................................................................... F-44Notes to Consolidated Financial Statements............................................................................................................................. F-45Efes Invest Consolidated Financial Statements as of and for the Years Ended December 31, 2004 and 2003Report of Independent Auditors ................................................................................................................................................ F-76Consolidated Balance Sheet ...................................................................................................................................................... F-77Consolidated Income Statement................................................................................................................................................ F-78Consolidated Statement of Shareholders' Equity...................................................................................................................... F-79Consolidated Cash Flow Statement........................................................................................................................................... F-80Notes to Consolidated Financial Statements............................................................................................................................. F-81To the Board of Directors ofCoca-Cola İçecek A.Ş.REPORT OF INDEPENDENT AUDITORSWe have audited the accompanying financial statements of Coca-Cola İçecek Anonim Şirketi and its subsidiaries(collectively referred to as "the Group") which comprise the consolidated balance sheets as of December 31 2005, 2004 and2003 and the consolidated income statements, statements of changes in equity and cash flow statements for the years then ended,and a summary of significant accounting policies and other explanatory notes. These financial statements are the responsibilityof the Group's management. Our responsibility is to express an opinion on these financial statements based on our audit.We conducted our audits in accordance with the International Standards on Auditing. Those Standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for ouropinion.

In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Group asof 31 December 2005, 2004 and 2003, and of its financial performance and its cash flows for the years then ended in accordancewith International Financial Reporting Standards./s/ Ernst & YoungMarch 17, 2006İstanbul, TurkeyCoca-Cola İçecek Anonim Şirketi CONSOLIDATED BALANCE SHEETS As at December 31, 2005, 2004 and 2003(Currency—Thousands of New Turkish Lira (YTL) in equivalent purchasing power at December 31, 2005)Notes 20052004(restated) 2003ASSETSCurrent assetsCash and cash equivalents .............................................................................. 3 44,136 45,764 61,108Trade receivables ............................................................................................ 4 121,424 88,516 78,754Investments in securities................................................................................. 5 4,415 1,140 46,647Inventories....................................................................................................... 6 103,985 90,570 97,252Prepayments and other current assets............................................................. 7 21,280 8,355 8,467Prepaid income taxes ...................................................................................... 20,737 6,691 98Total current assets....................................................................................... 315,977 241,036 292,326Non-current assetsInvestment in associate ................................................................................... 8 2,643 — —Property, plant and equipment........................................................................ 9 613,753 481,084 518,437Intangible assets.............................................................................................. 10 286,562 2,495 4,127Deferred tax asset............................................................................................ 18 — — 9,364Prepayments and other non-current assets ..................................................... 11 15,261 16,423 14,635Total non-current assets............................................................................... 918,219 500,002 546,563Total assets..................................................................................................... 1,234,196 741,038 838,889LIABILITIES AND EQUITYCurrent liabilitiesShort-term borrowings.................................................................................... 13 320,498 49,506 118,557Current portion of long-term borrowings....................................................... 13 10,807 15,158 24,775Trade and other payables................................................................................ 12 107,693 69,348 61,868Income tax payable ......................................................................................... 18 9,057 11,396 16,384Provisions........................................................................................................ 14 3,017 3,243 2,308Total current liabilities................................................................................. 451,072 148,651 223,892Non-current liabilitiesLong-term borrowings.................................................................................... 13 8,722 10,874 30,632Deferred tax liability....................................................................................... 18 23,903 24,372 12,719Provisions........................................................................................................ 14 17,153 14,440 13,528Total non-current liabilities......................................................................... 49,778 49,686 56,879EquityIssued capital................................................................................................... 15 250,752 224,889 224,889Share Premium................................................................................................ 15 169,882 — —Treasury shares ............................................................................................... 15 (58,556) — —Legal reserves and retained earnings.............................................................. 16 316,921 317,812 333,229678,999 542,701 558,118Minority interest.............................................................................................. 54,347 — —Total equity.................................................................................................... 733,346 542,701 558,118Total liabilities and equity............................................................................ 1,234,196 741,038 838,889The policies and explanatory notes on pages F-7 through F-39 form an integral part of the consolidated financial statements

Coca-Cola İçecek Anonim Şirketi CONSOLIDATED INCOME STATEMENTS For the years ended December 31, 2005, 2004and 2003 (Currency—Thousands of New Turkish Lira (YTL) in equivalent purchasing power at December 31, 2005 (Note 2))Notes 20052004(restated) 2003Sales ............................................................................... 17 1,190,399 1,079,356 923,732Cost of sales ................................................................... 17 (821,987) (783,910) (663,700)Gross profit................................................................... 368,412 295,446 260,032Distribution, selling and marketing expenses ............... 17 (210,018) (183,242) (157,229)General and administration expenses............................ 17 (40,932) (40,841) (40,313)Other operating income (expense)................................. 17 (840) 3,083 (8,913)Income from operations .............................................. 116,622 74,446 53,577Financial (expense) income, net .................................... 17 (8,089) (6,294) 25,226Other (expense) income, net.......................................... 17 4,727 (12,333) 4,003Net gain (loss) on monetary position............................. (6,829) 18,277 18,481Income before tax......................................................... 106,431 74,096 101,287Current income tax......................................................... 18 (22,497) (27,398) (24,808)Deferred income tax....................................................... 18 (4,286) (22,999) 38,543Net income .................................................................... 79,648 23,699 115,022Attributable to:Equity holders of the parent........................................... 78,880 23,699 115,022Minority interest............................................................. 768 — —79,648 23,699 115,022Weighted average number of shares with 1 YKr parvalue each.................................................................... 22,649,439,955 22,368,152,900 22,368,152,900Earnings per share....................................................... 0.0034 0.0011 0.0051The policies and explanatory notes on pages F-7 through F-39 form an integral part of the consolidated financial statements.

Coca-Cola İçecek Anonim Şirketi CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years endedDecember 31, 2005, 2004 and 2003 (Currency—Thousands of New Turkish Lira (YTL) in equivalent purchasing power atDecember 31, 2005)Available to Equity Holders of the parentIssuedCapitalSharePremiumTreasurySharesLegal Reserves andRetained Earnings TotalMinorityInterestTotalEquityAt December 31, 2002.............. 224,883 — — 235,264 460,147 — 460,147Capital contributions................. 6 — — — 6 — 6Dividends paid .......................... — — — (17,057) (17,057) — (17,057)Net profit for the year ............... — — — 115,022 115,022 — 115,022At December 31, 2003.............. 224,889 — — 333,229 558,118 — 558,118Dividends paid .......................... — — — (39,116) (39,116) — (39,116)Net profit for the year ............... — — — 18,016 18,016 — 18,016At December 31, 2004, aspreviously reported ................ 224,889 — — 312,129 537,018 — 537,018Effect of correction of an error(Note 2) .................................. — — — 5,683 5,683 — 5,683At December 31, 2004(as restated) ............................ 224,889 — — 317,812 542,701 — 542,701Issue of share capital (note 15) . 25,736 169,882 — — 195,618 — 195,618Transfer from accumulatedprofits ..................................... 127 — — (127) — — —Purchase of treasury shares....... — — (58,556) — (58,556) — (58,556)Dividends paid .......................... — — — (79,644) (79,644) — (79,644)Minority portion of net fairvalue of subsidiary acquired .. — — — — — 53,579 53,579Net profit for the year ............... — — — 78,880 78,880 768 79,648At December 31, 2005............. 250,752 169,882 (58,556) 316,921 678,999 54,347 733,346The policies and explanatory notes on pages F-7 through F-39 form an integral part of the consolidated financial statements.

Coca-Cola İçecek Anonim Şirketi CONSOLIDATED CASH FLOW STATEMENT For the years ended December 31, 2005,2004 and 2003 (Currency—Thousands of New Turkish Lira (YTL) in equivalent purchasing power at December 31, 2005 (Note 2))2005(restated)2004 2003Cash flows from operating activitiesNet profit before income tax, net gain on monetary position and minorityinterest ................................................................................................................. 113,260 55,819 82,806Adjustments to reconcile net profit to net cash provided by operatingactivitiesGain on disposal of property, plant and equipment .............................................. (2,271) (5,413) (2,002)Impairment loss on property, plant and equipment............................................... 3,111 2,330 10,915Depreciation and amortization (including amortization of goodwill and otherintangible assets)................................................................................................. 72,670 72,884 75,231Provision for employee termination benefits, management bonus, vacationpayments ............................................................................................................. 7,592 8,381 10,766Provision for inventories, net................................................................................. 180 93 267Provision for doubtful receivables......................................................................... 1,015 984 1,252Impairment of goodwill ......................................................................................... 2,058 — —Interest expense...................................................................................................... 11,726 8,333 12,715Negative goodwill.................................................................................................. (9,654) — —Net income adjusted for non-cash items ........................................................... 199,687 143,411 191,950(Increase) decrease in trade receivables ................................................................ (27,998) (19,358) 14,998(Increase) decrease in inventories.......................................................................... 10,971 6,589 6,025(Increase) decrease in other current assets ............................................................ (959) (7,884) (3,661)Increase (decrease) in trade and other payables.................................................... 21,535 640 (22,069)Interest paid............................................................................................................ (8,856) (8,049) (16,177)Taxes paid .............................................................................................................. (44,444) (36,983) (13,166)(Increase) decrease in other non-current assets..................................................... 750 (3,739) (3,721)Employee termination benefits, vacation pay, management bonus payments..... (4,581) (4,551) (6,808)Net cash generated from operating activities ................................................... 146,105 70,076 147,371Cash flows from investing activitiesPurchase of property, plant and equipment and intangibles ................................. (104,345) (46,250) (57,749)Proceeds from disposal of property, plant and equipment.................................... 5,309 15,434 8,623Subsidiaries acquired, net of cash (Note 2)........................................................... (319,932) — —Net proceeds from disposal of investments in securities ...................................... (2,915) 41,752 (39,175)Liquidation of investments .................................................................................... 106 — —Net cash generated from (used in) investing activities .................................... (421,777) 10,936 (88,301)Cash flows from financing activitiesProceeds from bank borrowings............................................................................ 3,657,540 2,562,407 548,829Repayments of bank borrowings........................................................................... (3,430,225) (2,643,472) (665,734)Dividends paid ....................................................................................................... (79,644) (39,116) (17,057)Treasury shares ...................................................................................................... (58,556) — —Share capital increase............................................................................................. 195,618 — 6Restricted cash ....................................................................................................... — — 3,198Net cash generated from (used in) financing activities.................................... 284,733 (120,181) (130,758)Monetary gain on cash transactions ...................................................................... (10,689) 23,825 37,963Net decrease in cash and cash equivalents ............................................................ (1,628) (15,344) (33,725)Cash and cash equivalents at beginning of year.................................................... 45,764 61,108 94,833Cash and cash equivalents at end of period...................................................... 44,136 45,764 61,108The policies and explanatory notes on pages F-7 through F-39 form an integral part of the consolidated financial statements.

Coca-Cola İçecek Anonim Şirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years endedDecember 31, 2005, 2004 and 2003 (Currency—Thousands of New Turkish Lira (YTL) in equivalent purchasing power atDecember 31, 2005)1. CORPORATE INFORMATIONGeneralCoca-Cola İçecek Anonim Şirketi ("CCI" or "the Company") is incorporated in Turkey. CCI was formed in June 2000through the merger of two manufacturing companies under the trade name of "Coca-Cola İçecek Üretim Anonim Şirketi". InDecember 2002, Coca-Cola İçecek Üretim Anonim Şirketi's trade name was amended to "Coca-Cola İçecek Anonim Şirketi".The registered office address of CCI is Esentepe Mah. Erzincan Cad. No:36 Ümraniye 34776 İstanbul, Turkey.The Group consists of the Company and its subsidiaries.The subsidiaries of the Company included in the consolidated financial statements and its effective participationpercentages at December 31, 2005, 2004 and 2003 respectively are as follows:Place ofIncorporationPrincipalActivities 2005 2004 2003Coca-Cola Satış,Dağıtım A.Ş. ("CCSD") Turkey Distribution and sales of CCI products in Turkey 99.96% 99.96% 99.96%Efes Sınai YatırımProduction, bottling, distribution and selling ofCoca-Cola products and distribution of EfesHolding A.Ş. ("Efes Sınai") Turkey products outside of Turkey 87.63% — —The list of CCI's indirect subsidiaries and joint venture included in the consolidated financial statements through EfesSınai and its effective participation percentages are as follows:SubsidiariesJ.V. Coca-Cola Almaty BottlersLimited Liability Partnership("Almaty CC")Azerbaijan Coca-Cola Bottlers LLC("Azerbaijan CC")Coca-Cola Bishkek Bottlers ClosedJoint Stock Company("Bishkek CC")Efes Invest Holland BV ("EfesInvest Holland")Tonus Closed Joint Stock Co.("Tonus")The Coca-Cola Bottling Company ofJordan Ltd. ("TCCBCJ")Efes Sınai Dış Ticaret A. Ş. ("EfesSınai Dış Ticaret")Place ofIncorporationKazakhstanAzerbaijanKyrgyzstanPrincipalActivitiesProduction, bottling, distribution andselling of Coca-Cola and distributionof Efes productsProduction, bottling, distribution andselling of Coca-Cola productsProduction, bottling, distribution andselling of Coca-Cola and distributionof Efes productsEffective Shareholdingand Voting Rights %200576.71%78.78%78.87%Holland Holding company 87.63%Kazakhstan Holding company 81.45%JordanTurkeyProduction, bottling, distribution andselling of Coca-Cola productsForeign trade company located inTuzla Free Zone78.87%86.75%Joint VenturePlace ofIncorporationPrincipalActivitiesEffective Shareholdingand Voting Rights2005The Coca-Cola Bottling of IraqFZCO ("J.V. Dubai") Dubai Holding company 43.82%Nature of Activities of the Group

The Group is a leading bottler and distributor of carbonated soft drinks and non carbonated beverages with operationsin Southern Eurasia (which is defined as Turkey, the Caucasus, and Central Asia) and the Middle East. Through The Coca-ColaCompany's ("TCCC") standard international bottler's and distribution agreements, the Company has the right to prepare andpackage, exclusively distribute and sell, subject to certain exceptions, specified TCCC beverages in authorized containersbearing TCCC's trademarks, including Coca-Cola, Coca-Cola light, Fanta, Sprite, Cappy, Sen Sun, Powerade, Burn and Turkuazthroughout Turkey. The Bottler's and Distribution Agreements between the Company, TCCC and The Coca-Cola ExportCorporation ("TCCEC") are renewed and extended until June 30, 2016. In addition, under Bottler's and Distribution Agreementssigned between Schweppes Holdings Limited and the Company that are valid until June 30, 2016, the Company has theexclusive right in Turkey, to prepare and distribute for sale beverages under the Schweppes trademark. Under Bottler's andDistribution Agreements signed between Beverage Partners Worldwide (Europe) A.G. and the Company, expiring on June 30,2006, the Company has the exclusive right in Turkey, to prepare, package and distribute for sale, beverages bearing the Nesteaand Nescafe Xpress trademark.The operations of Efes Sınai consist of production, bottling, distribution and selling of Coca-Cola products anddistribution of Efes products in Kazakhstan, Azerbaijan, Jordan and Kyrgyzstan. Efes Sınai owns and operates four factories inthese countries. The Bottler's and Distribution agreements relating to Kazakhstan, Azerbaijan, Kyrgyzstan and Jordan will expirein December 2010, June 2011, November 2010 and April 2009, respectively, with a possibility of extension for 5 more years. Inaddition, the Bottler's and Distribution Agreement signed between Schweppes Holdings Limited and Almaty CC expired onDecember 31, 2005 but was renewed and extended until December 31, 2010, with a possibility of extension for 5 more years.TCCBCJ also signed a Bottler's and Distribution agreement with Schweppes Holdings Limited which is valid until April 30,2009, with a possibility of extension for 5 more years.CCI.CCI and Efes Sınai managements have declared their intention to merge the companies following the potential IPO ofSubsidiaries and Joint VenturesCCSD was formed in June 2000 through the merger of three sales and distribution companies under the trade name of"Coca-Cola Satış ve Dağıtım Anonim Şirketi".CCI purchased the 51.87% of Efes Sınai's shares owned by Anadolu Efes Biracılık ve Malt Sanayii Anonim Şirketi(Anadolu Efes) for a cash consideration of YTL 196,045 on November 14, 2005. Following this acquisition, CCI made anannouncement for a mandatory call for the publicly traded shares representing 48.13% of Efes Sınai's shares with the permissionof the Capital Markets Board. Through the mandatory call, CCI has purchased an additional 35.76% of the shares of Efes Sınaifor a cash consideration of YTL 135,185. As a result of these transactions, CCI has become the ultimate parent of Efes Sınai bypurchasing a total of 87.63% of Efes Sınai's shares for total consideration of YTL 330,796. The consolidated income statementof CCI for the financial year 2005 reflects the acquisition of Efes Invest from November 15, 2005. The consolidated balancesheet on of December 31, 2005 reflects the acquisition of Efes Sınai.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESThe principal accounting policies adopted in preparing the consolidated financial statements of the Group are asfollows:Basis of PreparationThe consolidated financial statements are prepared in accordance with International Financial Reporting Standards("IFRS"). The consolidated financial statements have been prepared on a historical cost basis, except for the measurement at fairvalue of investments in securities, certain acquired property, plant and equipment and intangibles.CCI and its subsidiaries incorporated in Turkey maintain their books of account and prepare their statutory financialstatements on a stand-alone basis in New Turkish Lira ("YTL") in accordance with the Turkish Commercial Code, TaxLegislation and the Uniform Chart of Accounts issued by the Ministry of Finance. The subsidiaries incorporated outside ofTurkey maintain their books of account and prepare their financial statements in accordance with the regulations of the countriesin which they operate. The consolidated financial statements have been prepared from the statutory financial statements of CCIand its subsidiaries and presented in accordance with IFRS with certain adjustments and reclassifications for the purpose of fairpresentation in accordance with IFRS. Such adjustments are primarily related to:

a) the restatement for changes in the general purchasing power of YTL in the subsidiaries for which the functionalcurrency is YTL (pursuant to IAS 29 "Financial Reporting in Hyperinflationary Economies" as discussed further below),b) accounting for depreciation based on the useful life and period that the related property, plant and equipment are in use(pro-rata basis),c) providing for doubtful receivables and inventories,d) providing for impaired assets,e) accounting for deferred taxes on temporary differences,f) accounting for employee termination benefits on an actuarial basis,g) accruals for various expenses (bonus, long-term incentive plans, vacations etc.),h) recognition and measurement of financial instruments,i) consolidation accounting.Effect of new accounting pronouncements: On December 17, 2003, revisions to IAS 32 "Financial Instruments:Disclosure and Presentation" and IAS 39 "Financial Instruments: Recognition and Measurement" were published. The revisedIAS 39 had to be applied for annual periods beginning on or after January 1, 2005. Earlier application was permitted only if therevised IAS 32 was also applied early.On December 18, 2003, the following revisions to IAS were published, which are effective on January 1, 2005:— IAS 1 "Presentation of Financial Statements,"— IAS 2 "Inventories,"— IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors,"— IAS 10 "Events after the Balance Sheet Date,"— IAS 16 "Property, Plant and Equipment,"— IAS 17 "Leases,"— IAS 21 "The Effects of Changes in Foreign Exchange Rates,"— IAS 24 "Related Party Disclosures,"— IAS 27 "Consolidated and Separate Financial Statements,"— IAS 28 "Investments in Associates,"— IAS 31 "Interests in Joint Ventures,"— IAS 33 "Earnings per Share," and— IAS 40 "Investment Property."The accounting policies adopted are consistent with those of the previous financial years except that the Group hasadopted the following new/revised standards mandatory for financial years beginning on or after January 1, 2005.IFRS 3 "Business Combinations"IAS 36 "Impairment of Assets"—revised in 2004.IAS 38 "Intangible Assets"—revised in 2004.IFRS 3 has been applied for business combinations for which the agreement date is on or after March 31, 2004. Theeffect of the adoption of IFRS 3 upon the Group's accounting policies has been to impact the recognition of restructuringprovisions arising upon an acquisition. The Group is now only permitted to recognize an existing liability contained in theacquiree's financial statements on acquisition. Previously, this type of restructuring provision could be recognized by theacquirer regardless of whether the acquiree had recognized this type of liability.Further, upon making an acquisition the Group initially measures the identifiable assets, liabilities and contingentliabilities acquired at their fair values as at the acquisition date. A minority interest in the acquiree is stated at the minorityproportion of the net fair values of those items.

Additionally, the adoption of IFRS 3 and IAS 36 (revised) has resulted in the Group ceasing annual goodwillamortization and commencing testing for impairment at the cash-generating unit level annually (unless an event occurs duringthe year which requires the goodwill to be tested more frequently) from January 1, 2005. Negative goodwill is accounted for inthe consolidated income statement.Moreover, the useful lives of intangible assets are now assessed at the individual asset level as having either a finite orindefinite life. Until the end of 2004, intangible assets were considered to have a finite useful life with a rebuttable presumptionthat useful life would not exceed twenty years from the date when the asset was available for use. In accordance with the revisedIAS 38, an intangible asset is regarded as having an indefinite useful life when, based on an analysis of all of the relevant factors,there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the Group.Accordingly, the Bottlers' and Distribution Agreements to which subsidiaries of Efes Sınai are parties and which were acquiredin 2005 are considered to have an indefinite useful life.The Group's adoption of the new IFRS and the revisions to IAS, as discussed above, does not entail any restatements ofcomparative figures.Measurement and Reporting CurrencyAs a result of a long period of high inflation in Turkey the Turkish Lira ("TL") ended up in large denominations,creating difficulty in expressing and recording transactions. A new law was enacted on January 31, 2004 to introduce YTL, asthe new currency unit for the Republic of Turkey effective January 1, 2005. The conversion rate for TL against YTL is fixed atYTL 1 to TL 1,000,000 throughout the one year period until complete phase-out of TL. The Group's functional and presentationcurrency is YTL and financial statements, including comparative figures for the prior years, are presented in YTL.The restatement for the changes in the general purchasing power of YTL as of December 31, 2005 is based on IAS 29("Financial Reporting in Hyperinflationary Economies"). IAS 29 requires that financial statements prepared in the currency of ahyperinflationary economy be stated in terms of the measuring unit current at the balance sheet date and the correspondingfigures for previous period/years be restated in the same terms. Determining whether an economy is hyperinflationary inaccordance with IAS 29 requires judgment as the standard does not establish an absolute rate. Instead, it considers the followingcharacteristics of the economic environment of a country to be strong indicators of the existence of hyperinflation: (a) thegeneral population prefers to keep its wealth in non-monetary assets or in a relatively stable currency and amounts of localcurrency held are immediately invested to maintain purchasing power; (b) the general population regards monetary amounts notin terms of local currency but in terms of a relatively stable currency and prices may be quoted in that currency; (c) sales andpurchases on credit take place at prices that compensate for the expected loss of purchasing power during the credit period, evenif the period is short; (d) interest rates, wages and prices are linked to a price index; and (e) the cumulative inflation rate overthree years is approaching, or exceeds, 100%.Although as of December 31, 2005, the three-year cumulative inflation rate was 35.6% (2004 - 69.7% and 2003 -181%) based on the Turkish countrywide wholesale price index published by the State Institute of Statistics, considering theeconomic characteristics indicated above, IAS 29 continues to be applied in the preparation of December 31, 2005, 2004 and2003 financial statements. The Group will cease the application of IAS 29 effective January 1, 2006.The index and conversion factors that are used in the restatement of the financial statements in the equivalentpurchasing power of YTL at December 31, 2005 and for the preceding financial years are given below:Dates Index Conversion FactorsDecember 31, 2003......................................................................................................... 7,382 1.190December 31, 2004......................................................................................................... 8,404 1.045December 31, 2005......................................................................................................... 8,786 1.000The main guidelines for the above-mentioned restatement are as follows:• The consolidated financial statements of the prior years which were previously reported in terms of the measuringunit current at the end of these years are restated in their entirety to the measuring unit current at December 31,2005.• Monetary assets and liabilities reported in the consolidated balance sheet as of December 31, 2005 are not restatedbecause they are already expressed in terms of the monetary unit current at that balance sheet date.

• Non-monetary assets and liabilities which are not carried at amounts current at the balance sheet date and othercomponents of shareholders' equity except for the statutory revaluation surplus, which is eliminated, are restatedby applying the relevant conversion factors.• The effect of general inflation on the net monetary position is included in the income statement as net gain/loss onmonetary position.• All items in the consolidated income statements are restated by applying appropriate average conversion factorswith the exception of depreciation, amortization and gain or loss on disposal of fixed assets (which have beenrestated based on the restated gross book values and accumulated depreciation/amortization).Restatement of consolidated balance sheet and consolidated income statement items through the use of the generalprice index and relevant conversion factors does not necessarily mean that the Group could realize or settle the same values ofassets and liabilities as indicated in the consolidated balance sheets. Similarly, it does not necessarily mean that the Group couldreturn or settle the same values of equity to its shareholders.Basis of ConsolidationThe consolidated financial statements comprise the financial statements of CCI and its subsidiaries which it controls,prepared as of December 31, 2005, 2004 and 2003. Subsidiaries are consolidated from the date on which control is transferred tothe Group and cease to be consolidated from the date on which control is transferred out of the Group. This control is normallyevidenced when the Group owns, either directly or indirectly, more than 50% of the voting rights of a company's share capitaland is able to govern the financial and operating policies of an enterprise so as to benefit from its activities. The equity and netincome attributable to minority shareholders' interests are shown separately in the consolidated balance sheet and consolidatedincome statement, respectively.Intercompany balances and transactions, including intercompany profits and unrealized profits and losses, areeliminated. Consolidated financial statements are prepared using uniform accounting policies for like transactions and otherevents in similar circumstances.Business CombinationThe acquisition of Efes Sınai on November 14, 2005 was accounted for using the purchase method of accounting inaccordance with IFRS 3. The purchase method of accounting involves allocating the cost of the business combination to the fairvalue of the assets acquired and liabilities and contingent liabilities assumed at the date of the acquisition. The positivedifference amounting to YTL 36,494 between the net asset value of Efes Sınai according to fair value accounting and theacquisition price is recorded as goodwill in the consolidated financial statements. Intangible assets amounting to YTL 243,268which have been recognized on acquisition of Efes Sınai during the consolidation represent the Bottlers Agreements andDistribution Agreements signed between subsidiaries of Efes Sınai and TCCC. The Company considers that based on therelevant facts there is no foreseeable limit to the period over which such assets are expected to generate cash inflows for theGroup and that the agreements will be renewed with no significant cost. The intangible assets relating to the Bottlers andDistribution Agreements are therefore not amortized but will be tested for impairment annually.The fair value of identifiable assets and liabilities of Efes Sınai and the carrying value of such assets and liabilities inEfes Sınai's books of account as at the date of acquisition were:FairValueCarryingValueCash and cash equivalents .............................................................................................................. 18,984 18,984Investment in securities .................................................................................................................. 450 450Trade receivables—net ................................................................................................................... 4,441 4,441Due from related parties ................................................................................................................. 2,995 2,995Inventories—net.............................................................................................................................. 12,198 12,198Other current assets......................................................................................................................... 6,259 6,259Investment in associate ................................................................................................................... 2,749 2,749Property, plant and equipment—net............................................................................................... 106,921 112,516Intangibles....................................................................................................................................... 245,610 1,075Goodwill.......................................................................................................................................... 2,057 2,057

Other non-current assets ................................................................................................................. 295 295Deferred tax asset / (liabilities)....................................................................................................... 3,892 (5,489)Borrowings...................................................................................................................................... (37,581) (37,581)Trade payables—net ....................................................................................................................... (12,781) (12,781)Due to related parties ...................................................................................................................... (4,716) (4,716)Other accruals and liabilities .......................................................................................................... (5,771) (5,771)Minority interest.............................................................................................................................. (10,156) (10,156)Fair value of identifiable net assets ................................................................................................ 335,846 87,525Shareholding percentage acquired.................................................................................................. 87.63%Fair value of identifiable net assets acquired by the Group........................................................... 294,302Total cash consideration ................................................................................................................. 330,796Fair value of identifiable net assets acquired by the Group........................................................... (294,302)Goodwill (Note 10)......................................................................................................................... 36,494Total cash consideration ................................................................................................................. 330,796Net cash acquired with the subsidiary............................................................................................ (18,984)Net cash consideration.................................................................................................................... 311,812On December 29, 2005, Efes Invest Holland, a subsidiary of Efes Sınai, acquired from Atlantic Industries, an indirectsubsidiary of TCCC, 90% of the shares in TCCBCJ which exclusively conducts the Coca-Cola bottling operations in Jordan, foran amount of YTL 8,576. The consolidated income statement of CCI for the financial year 2005 does not reflect the acquisitionof TCCBCJ. The consolidated balance sheet as of December 31, 2005 reflects the acquisition of TCCBCJ.The fair value of identifiable assets and liabilities of TCCBCJ and the carrying value of such assets and liabilities inTCCBCJ's books of account as of the date of acquisition were:FairValueCarryingValueCurrent assets ..................................................................................................................................... 21,278 21,278Property, plant and equipment, net.................................................................................................... 27,014 24,285Intangible assets, net .......................................................................................................................... 2,157 —Current liabilities................................................................................................................................ (30,194) (30,194)Fair value of identifiable assets ......................................................................................................... 20,255 15,369Shareholding percentage acquired..................................................................................................... 90%Fair value of identifiable net assets acquired by the Group.............................................................. 18,230Total cash consideration .................................................................................................................... 8,576Fair value of identifiable net assets acquired by the Group.............................................................. (18,230)Negative goodwill (Note 17) ............................................................................................................. (9,654)Total cash consideration .................................................................................................................... 8,576Net cash acquired with the subsidiary............................................................................................... (456)Net cash consideration....................................................................................................................... 8,120Investment in AssociatesThe Group's investments in associates are accounted for under the equity method of accounting. The investments inassociates are carried in the consolidated balance sheet at cost plus post-acquisition changes in the Group's share of net assets ofthe associates, less any impairment in value. The consolidated income statement reflects the Group's share of the results ofoperations of the associates.Foreign Currency TranslationThe consolidated financial statements are presented in YTL, which is the Company's functional and presentationcurrency. Each entity in the group determines its own functional currency and items included in the financial statements of eachentity are translated into that functional currency.Transactions in foreign currencies are initially recorded in the functional currency rate of exchange ruling at the date ofthe transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rateof exchange ruling at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreigncurrency are translated using the exchange rates as at the dates of the initial transactions.

The functional currency of Efes Sınai and the Company's foreign subsidiaries is the U.S. dollar ("USD"). As at thereporting date, the assets and liabilities of these subsidiaries are translated into the presentation currency of CCI (YTL) at the rateof exchange ruling at the balance sheet date and their income statements are translated at the weighted average exchange ratesfor the period. For 2005, the relevant period was between the acquisition date, November 15, 2005, and December 31, 2005.Cash and Cash EquivalentsThe Group considers all liquid investments with maturity of three months or less when purchased to be cashequivalents. Cash and cash equivalents comprise cash balances, short-term deposits and checks dated on or before the relevantperiod end which are readily convertible to known amounts of cash and subject to insignificant risk of changes in value.Trade ReceivablesTrade receivables, which generally have payment terms of 15-65 days, are recognized at original invoice amount lessan allowance for any uncollectible amounts. An estimate for doubtful debt is made when collection of the full amount is nolonger probable. Bad debts are written off when identified.Investments and Other Financial AssetsWhen financial assets are recognized initially, they are measured at fair value, or in the case of investments not at fairvalue through profit or loss, directly attributable transaction costs. The Group determines the classification of its financial assetsafter initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial year-end.Investments that are intended to be held to maturity, such as Turkish government bonds, are subsequently measured atamortized cost using the effective interest rate method. Amortized cost is calculated by taking into account any discount orpremium on acquisition, over the period to maturity. For investments carried at amortized cost, gains and losses are recognizedin the consolidated income statements when the investments are derecognized or impaired, as well as through the amortizationprocess.After initial recognition, investments that are classified as available-for-sale are measured at fair value. Interest earnedon available-for-sale investments is reported as interest income. Gains or losses on available-for-sale investments are recognizedas a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment isdetermined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the incomestatement.For available-for-sale investments that are actively traded in organized financial markets, fair value is determined byreference to quoted market bid prices at the close of business on the balance sheet date. For investments where there is no quotedmarket price, fair value is determined by reference to the current market value of another instrument which is substantially thesame or is calculated based on the expected cash flows of the underlying net asset base of the investment.All regular way purchases and sales of financial assets are recognized on the trade date, i.e. the date that the Groupcommits to purchase or to sell the asset.Recognition and Derecognition of Financial Assets and LiabilitiesThe Group recognizes a financial asset or financial liability in its consolidated balance sheet when and only when itbecomes a party to the contractual provisions of the instrument. The Group derecognizes a financial asset or a portion of afinancial asset when and only when it loses control of the contractual rights that comprise the financial asset or a portion of afinancial asset. The Group derecognizes a financial liability when the obligation specified in the contract is discharged, cancelledor expires.InventoriesInventories are valued at the lower of cost and net realizable value, after provision for obsolete items. Net realizablevalue is the selling price in the ordinary course of business, less the costs of completion, marketing and distribution. Costincludes all costs incurred in bringing the product to its present location and condition, and is determined primarily on the basisof weighted average cost.Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Land is notdepreciated.Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:Buildings and Leasehold Improvements...................................................................................................Machinery and Equipment.........................................................................................................................Vehicles......................................................................................................................................................Furniture and Fixtures................................................................................................................................Other Tangible Assets................................................................................................................................25 - 40 years6 - 15 years5 - 10 years5 - 10 years5 - 12 yearsOther tangible assets mainly consist of premix and carbon dioxide tanks, coolers, vending machines and dispensingequipment having estimated useful life between 9 and 12 years and also include pallets, returnable bottles and cases, which aredepreciated over 5 years. The deposit liabilities relating to such returnable bottles are reflected in trade and other payables. TheGroup also sells products in non-returnable bottles in which case there is no deposit obligation.Repair and maintenance costs are expensed as incurred. There are no repair and maintenance costs capitalized as part ofproperty, plant and equipment.All costs incurred for the construction of property, plant and equipment are capitalized and are not depreciated until theasset is ready for use.The carrying values of property, plant and equipment are reviewed for impairment when events or changes incircumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying valuesexceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount. Therecoverable amount of property, plant and equipment is the greater of net selling price and value in use. In assessing value inuse, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current marketassessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independentcash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment lossesare recognized in the income statement.Intangible AssetsIntangible assets acquired separately are measured on initial acquisition at cost. The cost of an intangible asset acquiredin a business combination is fair value as at the date of acquisition. Following initial recognition, intangible assets are carried atcost less any accumulated amortization and any accumulated impairment losses. The useful lives of intangible assets areassessed to be either finite or indefinite. Intangible assets with finite lives are amortized over the useful life and assessed forimpairment whenever there is an indication that the intangible asset may be impaired. The amortization period and theamortization method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes inthe expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accountedfor by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates. Theamortization expense on intangible assets with finite lives is recognized in the income statement in the expense categoryassociated with the function of the intangible asset.Intangible assets with indefinite useful lives are tested for impairment annually. Such intangibles are not amortized.The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessmentcontinues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospectivebasis.GoodwillGoodwill represents the excess of the cost of the acquisition over the fair value of identifiable net assets of the acquiredbusiness, at the date of acquisition. Goodwill which arose from the acquisition before March 31, 2004 was amortized on astraight-line basis over its useful economic life up to a presumed maximum of 10 years. In accordance with IFRS 3, the Groupceased to amortize goodwill arising from the business combinations before March 31, 2004, starting from the beginning of theannual accounting period beginning on or after March 31, 2004 (January 1, 2005) and reviewed for impairment.

Goodwill arising from acquisitions on or after March 31, 2004 is not amortized but is reviewed for impairmentannually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.Borrowingscosts.All borrowings are initially recognized at the fair value of the amounts received less directly attributable transactionAfter initial recognition, borrowings are subsequently carried at amortized cost using the effective interest rate method.Gains and losses are recognized in net profit or loss when the liabilities are recognized, as well as through theamortization process.Borrowing CostsBorrowing costs are generally expensed as incurred.Borrowing costs are capitalized if they are directly attributable to the acquisition, construction or production of aqualifying asset. Capitalization of borrowing costs commences when the activities to prepare the asset are in progress andexpenditures and borrowing costs are being incurred. Borrowing costs can be capitalized until the assets are substantially readyfor their intended use. Borrowing costs include interest charges and other costs incurred in connection with the borrowing offunds.Leases (Group as a lessee)(a)Finance LeaseFinance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leaseditem, are capitalized at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of theminimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so asto achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly againstincome. Capitalized leased assets are depreciated over the estimated useful life of the asset.(b)Operating LeaseLeases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified asoperating leases. Operating lease payments are recognized as an expense in the income statement on a straight-line basis over thelease term.Income TaxesTax expense (income) is the aggregate amount included in the determination of net profit or loss for the period inrespect of current and deferred taxes.Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet datebetween the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income taxliabilities are recognized for all taxable temporary differences.Deferred income tax assets are recognized for all deductible temporary differences, carry-forward of unused tax assetsand unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporarydifferences, carry-forward of unused tax assets and unused tax losses can be utilized. The carrying amount of deferred incometax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxableprofit will be available to allow all or part of the deferred income tax asset to be utilized.Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when theasset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at thebalance sheet date.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assetsagainst current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.ProvisionsProvisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, itis probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliableestimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions aredetermined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the timevalue of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provisiondue to the passage of time is recognized as an interest expense.Contingent Assets and LiabilitiesA contingent asset is not recognized in the financial statements but disclosed if an inflow of economic benefits isprobable. Contingent liabilities are not recognized in the financial statements unless the possibility of an outflow of resourcesembodying economic benefits is probable.Employee BenefitsTurkish Entities(a)Defined Benefit PlansThe reserve for employee termination benefits is provided for in accordance with IAS 19 "Employee Benefits" and isbased on independent actuarial study. The employee termination benefits are discounted to the present value of the estimatedfuture cash outflows using the interest rate estimate of qualified actuaries. (See Note 14)Full provision is made for the present value of the defined benefit obligation calculated using the "Projected Unit CreditMethod". All actuarial gains and losses are recognized in the income statement.(b)Defined Contribution PlansThe Group pays contributions to the Social Security Institution of Turkey on a mandatory basis. The Group has nofurther payment obligations once the contributions have been paid. The contributions are recognized as employee benefitexpense when they are due.Foreign SubsidiariesThere are no accumulated obligations related to employee termination benefits for the subsidiaries of the Companyoperating outside Turkey. Azerbaijan CC contributes to the Azerbaijan Republic state pension and social insurance funds.Azerbaijan CC's contributions amount to approximately 22% of employees' salaries and are expensed as incurred.Azerbaijan CC has no other plan or obligation for payment of post-retirement benefits to its employees. Bishkek CC contributesto the Kyrgyz state pension, social insurance, medical insurance, and unemployment funds on behalf of its employees.Bishkek CC's contributions amount to approximately 33% of employees' salaries and are expensed as incurred. Bishkek CC hasno other plan or obligation for payment of post-retirement benefits to its employees.Almaty CC pays 21% of gross income as social insurance taxes to the Government of the Republic of Kazakhstan,which represents its contribution to the post retirement benefits of its employees. Almaty CC also withholds and contributes10% of the salary of its employees as the employees' contribution to their designated pension funds. Under the legislation,employees are responsible for their retirement benefits and Almaty CC has no present or future obligation to pay its employeesupon their retirement. Almaty CC has no other plan or obligation for payment of post retirement benefits to its employees.TCCBCJ pays 11% of employees' gross salaries along with a 5.5% deduction from gross salaries of employees ascontribution to the Jordan Social Security Department. This amount will be paid to the employees by the social securitydepartment after their retirement. TCCBCJ has no other plan or obligation for payment of post retirement benefits to itsemployees.Offsetting

Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when there is alegally enforceable right to set off the recognized amounts and there is an intention to settle on a net basis or realize the asset andsettle the liability simultaneously.Revenue RecognitionSale of GoodsSales are recognized when all of the following conditions are met: evidence of a binding arrangement exists (generallypurchase orders), products have been delivered and there is no future performance required, and amounts are collectible undernormal payment terms. Sales are stated net of sales discounts and special consumption tax, listing fees and deductions relating tocontributions for marketing and promotions paid to customers.InterestIncome is recognized as the interest accrues.Earnings Per ShareEarnings per share are calculated by dividing net income for the period attributable to shareholders by the weightedaverage number of shares outstanding during the same period. There are no outstanding instruments with dilutive effects onearnings per share.Treasury SharesWhen an entity reacquires its own equity instruments, those instruments ("treasury shares") are deducted from equity.No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of an entity's own equity instruments.Coca-Cola İçecek Anonim Şirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years endedDecember 31, 2005, 2004 and 2003 (Currency—Thousands of New Turkish Lira (YTL) in equivalent purchasing power atDecember 31, 2005)2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESGeographical SegmentFor management purposes, the Group is organized into two major geographical areas, domestic and foreign. Theseareas are the basis upon which the group reports its segment information. Financial information on geographical segments ispresented in Note 22.Estimation uncertaintyThe key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet datethat have significant risks of causing a material adjustment to the carrying amounts of assets and liabilities within the nextfinancial year are discussed below:Impairment of property, plant and equipmentThe Company evaluates impairment of property, plant and equipment in accordance with the provisions of IAS 36"Impairment of Assets". The Company records impairment losses on property, plant and equipment used in operations whenevents and circumstances indicate the assets might be impaired and the discounted cash flows estimated to be generated by thoseassets are less than the carrying amounts of those assets. The impairment loss is measured by comparing the fair value of theasset to its carrying amount.Impairment of GoodwillThe Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the valuein use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make an

estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in order tocalculate the present value of those cash flows.JudgementsIn the process of applying the Group's accounting policies, management has made the following judgements, apartfrom those involving estimations, which have the most significant effect on the amounts recognized in the financial statements:Useful life of intangible assetsIntangible assets which represent the Bottlers and Distribution Agreements as detailed in Note 2 are not amortizedsince the management considers that there is no foreseeable limit to the period over which such assets are expected to generatecash inflows for the Group and hence have an indefinite useful life.Subsequent EventsPost period-end events that provide additional information about the Group's position at the balance sheet date(adjusting events), are reflected in the financial statements. Post-period-end events that are not adjusting events are disclosed inthe notes when material.Correction of ErrorThe Company has identified an error in the computation of the gain on disposal of fixed assets realized in the lastmonth of 2004. This error has been corrected retrospectively.The effect of this restatement is summarized below:Property plantand equipment,netDeferred taxliability,netNetincomeBalances at December 31, 2004, before restatement ....................... 472,966 21,937 18,016Understated gain on disposal of fixed assets.................................... 8,118 — 8,118Deferred tax effect ............................................................................ — 2,435 (2,435)Balances at December 31, 2004, restated ..................................... 481,084 24,372 23,6993. CASH AND CASH EQUIVALENTS2005 2004 2003Bank accounts (including short-term time deposits).............................................................. 41,731 44,151 59,573Checks..................................................................................................................................... 1,685 1,360 1,297Cash on hand........................................................................................................................... 720 253 238Total........................................................................................................................................ 44,136 45,764 61,108As of December 31, 2005, time deposits in foreign currencies equivalent to YTL 6,145 (2004—YTL 33,655 and2003—YTL 48,590) existed for periods varying between three days to three weeks (2004—one to eight weeks and 2003—YTL one to five weeks) and earned interest between 2.00% and 4.5% (2004—1.85% - 4.5% and 2003—YTL 0.8% - 4%).As of December 31, 2005, time deposits in local currency amounting to YTL 26,797 (2004—YTL 8,713 and 2003—YTL 9,678), were made for a period of three days (2004 and 2003—three days) and earned interest of 14.5% (2004—29% and2003—26%).4. TRADE RECEIVABLES2005 2004 2003Accounts receivable............................................................................................................. 119,303 80,819 70,848Receivables from related parties (Note 21)......................................................................... 4,436 4,592 259Notes receivable and post-dated checks.............................................................................. 4,364 5,554 9,490Other..................................................................................................................................... 395 72 114Less: Allowance for doubtful receivables........................................................................... (7,074) (2,521) (1,957)

121,424 88,516 78,7545. INVESTMENTS IN SECURITIES2005 2004 2003Available for sale securities at fair valueMutual funds ................................................................................................................................ 3,637 99 44,816Held to maturity securities at amortized costGovernment bonds—Foreign currency denominated................................................................. 778 1,041 1,806Government bonds—YTL denominated..................................................................................... — — 254,415 1,140 46,647As of December 31, 2005, foreign currency denominated government bonds amounting to YTL 493 (2004—YTL 1,041 and 2003—YTL 1,806) whose maturity dates are June 23, 2006 (2004—June 24, 2005 and 2003—June 17, 2004)and have a fixed interest rate of 4.14% (2004—2.42% and 0.9%) were kept as a reserve account, which was held as collateral bya foreign bank for the future interest payments on a loan obtained by CCI from a foreign consortium in 1999.6. INVENTORIES2005 2004 2003Finished goods ..................................................................................................................... 35,025 27,682 26,299Raw materials....................................................................................................................... 50,162 40,570 33,713Spare parts............................................................................................................................ 9,799 13,276 9,920Packaging materials ............................................................................................................. 6,333 3,120 6,780Goods in transit .................................................................................................................... 4,099 7,175 21,700Less: Allowance for obsolescence....................................................................................... (1,433) (1,253) (1,160)103,985 90,570 97,2527. PREPAYMENTS AND OTHER CURRENT ASSETSPrepayments and other current assets which are expected to be realized within twelve months consist of:2005 2004 2003Prepaid expenses.......................................................................................................................... 11,325 4,389 5,480Value added tax receivable.......................................................................................................... 9,434 3,963 2,585Other............................................................................................................................................. 521 3 40221,280 8,355 8,467Prepaid expenses consist of prepayments for health and fixed asset insurance premiums and rents.8. INVESTMENT IN ASSOCIATEParticipationsEntityTurkmenistan CC.............2005PrincipalCountry of Carrying OwnershipGroup'sActivitiesBusinessValue Interest (%) Share of lossProduction, bottling,distribution and selling ofCoca-Cola products Turkmenistan 2,643 29.14% (365)As of December 31, 2004 and 2003, the Group did not have any investments in associates.9. PROPERTY, PLANT AND EQUIPMENTLandandBuildingsMachineryandEquipmentVehiclesFurniture andFixturesOtherTangibleAssetsLeaseholdImprovementsConstruction inProgressAdvancesGivenTotal

At December 31, 2002, netof accumulateddepreciation andimpairment ........................ 179,800 264,683 9,664 11,671 84,202 1,064 2,546 — 553,630Additions.............................. 3,200 16,519 2,698 67 28,625 34 4,563 — 55,706Disposals, net ....................... (2,430) (151) (1,230) (33) (2,735) — — — (6,579)Transfers............................... (178) 144 — 20 134 — (120) — —Provision for impairment..... — (10,121) — — (794) — — — (10,915)Depreciation charge for thecurrent year........................ (5,483) (37,589) (2,676) (2,615) (24,997) (45) — — (73,405)At December 31, 2003, netof accumulateddepreciation andimpairment ........................ 174,909 233,485 8,456 9,110 84,435 1,053 6,989 — 518,437Additions.............................. 7,547 621 1,120 143 17,359 — 14,089 5,371 46,250Disposals, net ....................... (2,614) (4,817) (1,107) (19) (1,164) — (300) — (10,021)Transfers............................... 2,694 6,375 — — 6,235 — (15,304) — —Provision for impairment..... (906) — — — (1,424) — — — (2,330)Depreciation charge for thecurrent year........................ (5,789) (36,063) (2,636) (2,459) (24,225) (80) — — (71,252)At December 31, 2004, netof accumulateddepreciation andimpairment ........................ 175,841 199,601 5,833 6,775 81,216 973 5,474 5,371 481,084Additions.............................. 12,831 15,488 5,212 458 38,205 47 31,476 — 103,717Disposals, net ....................... (36) — (1,223) (605) (1,174) — — — (3,038)Transfers............................... 6,125 24,693 1,110 — 3,871 — (34,950) (849) —Additions throughacquisition of subsidiary ... 39,028 50,705 5,001 168 12,083 — (23) — 106,962Provision for impairment..... — (2,668) — — (443) — — — (3,111)Depreciation charge for thecurrent year........................ (5,793) (36,253) (1,484) (1,922) (26,305) (104) — — (71,861)At December 31, 2005, netof accumulateddepreciation andimpairment ........................ 227,996 251,566 14,449 4,874 107,453 916 1,977 4,522 613,753December 31, 2003Cost....................................... 220,346 734,239 43,405 30,998 320,286 1,583 6,989 —1,357,846(38,221 (463,669 (34,949(230,70(789,957Accumulated Depreciation .. ) ) ) (21,888) 0) (530) — — )Accumulated Impairment .... (7,216) (37,085) — — (5,151) — — — (49,452)At December 31, 2003, netbook value......................... 174,909 233,485 8,456 9,110 84,435 1,053 6,989 518,437December 31, 2004Cost....................................... 226,709 726,853 40,518 30,913 329,398 1,583 5,474 5,3711,366,819(42,746 (490,167 (34,685(241,60(833,953Accumulated Depreciation .. ) ) ) (24,138) 7) (610) — — )Accumulated Impairment .... (8,122) (37,085) — — (6,575) — — — (51,782)At December 31, 2004, netbook value......................... 175,841 199,601 5,833 6,775 81,216 973 5,474 5,371 481,084December 31, 20051,406,99Cost....................................... 245,329 776,597 37,309 25,436 314,172 1,626 2,000 4,522(48,238 (535,984 (27,861(211,78Accumulated Depreciation .. ) ) ) (20,730) 4) (710) —1(845,307)Additions throughacquisition of subsidiary ... 39,028 50,705 5,001 168 12,083 — (23) — 106,962

Accumulated Impairment .... (8,123) (39,752) — — (7,018) — — — (54,893)At December 31, 2005, netbook value......................... 227,996 251,566 14,449 4,874 107,453 916 1,977 4,522 613,753Impairment LossFor the 2005 financial year, the Group recorded impairment losses amounting to YTL 3,111 (2004—YTL 2,330 and2003—YTL 10,915) for property, plant and equipment that had greater carrying value than its estimated recoverable amount.Borrowing Costs2003.The Group did not capitalize any borrowing costs on property, plant and equipment as of December 31, 2005, 2004 andFinance LeasesProperty leased by the Group includes coolers, vehicles, buildings, machinery and equipment.The following is an analysis of assets under finance leases included in property, plant and equipment:2005 2004 2003Machinery and equipment ...................................................................................... 20,730 20,730 20,730Buildings ................................................................................................................. 209 209 209Vehicles................................................................................................................... 2,875 2,875 2,875Other tangible assets ............................................................................................... 33,186 33,186 33,18657,000 57,000 57,000Accumulated depreciation ...................................................................................... (23,831) (18,465) (12,462)Net book value ........................................................................................................ 33,169 38,535 44,53810. INTANGIBLE ASSETSJanuary1,2003AdditionsDisposalsDecember 31,2003AdditionsDecember 31,2004AdditionsAdditionsthroughacquisition ofsubsidiaryDecember 31,2005CostGoodwill........................ 12,563 — — 12,563 — 12,563 36,494 — 49,057Rights andAgreements ................ 2,774 2,043 (58) 4,759 — 4,759 628 248,110 253,497Less: AccumulatedamortizationGoodwill........................ (10,467) (1,256) — (11,723) (840) (12,563) — — (12,563)Rights andAgreements ................ (918) (570) 16 (1,472) (792) (2,264) (809) (356) (3,429)Net carrying amount... 3,952 4,127 2,495 286,56211. PREPAYMENTS AND OTHER NON-CURRENT ASSETS2005 2004 2003Prepaid expenses..................................................................................................................... 14,936 16,242 14,428Deposits given......................................................................................................................... 175 164 188Other........................................................................................................................................ 150 17 1915,261 16,423 14,635Prepaid expenses consist of prepaid contributions to customers for executing marketing activities in their stores.12. TRADE AND OTHER PAYABLES

2005 2004 2003Trade payables—third parties.............................................................................................. 45,855 24,270 24,916—related parties and shareholders....................................................................................... 32,739 30,828 25,419Taxes other than on income................................................................................................. 16,022 9,903 7,517Deposits payable for bottles and cases ................................................................................ 10,150 2,886 3,567Accrued expenses and liabilities.......................................................................................... 1,348 641 53Due to personnel .................................................................................................................. 1,458 — —Other payables ..................................................................................................................... 121 820 396107,693 69,348 61,86813. BORROWINGS2005 2004 2003Short-term borrowings....................................................................................................... 320,498 49,506 118,557Current portion of long-term debt ..................................................................................... 9,576 9,689 12,438Current portion of obligations under finance leases ......................................................... 1,231 5,469 12,337Total borrowings falling due within one year ................................................................... 331,305 64,664 143,332Borrowings falling due after one year............................................................................... 8,722 9,587 22,701Obligations under finance leases falling due in more than one year ................................ — 1,287 7,931Total borrowings falling due after one year ...................................................................... 8,722 10,874 30,632Total borrowings................................................................................................................ 340,027 75,538 173,964The borrowings at December 31, 2005, 2004 and 2003 are held in the following currencies (translated into YTL):December 31, 2005 December 31, 2004 December 31, 2003Current Non-current Current Non-current Current Non-currentU.S. Dollar ..................................... 196,688 8,722 64,331 10,874 141,099 30,172Euro ................................................ 82,398 — 333 — 1,016 460YTL................................................ 45,484 — — — 1,217 —Jordanian Dinar.............................. 6,735 — — — — —331,305 8,722 64,664 10,874 143,332 30,632The effective interest rates at the balance sheet dates are as follows:2005 2004 2003Long termU.S. Dollar ..................... 4% - 10.61% 10.61% 10.61%Short termU.S. Dollar ..................... Libor+(0.45%) - 8% Libor+(1.35%) Libor+(0.4% - 2.5%)Euro ................................ Euribor+(0.85) - 5.67% — —YTL................................ 14.8% — —Jordanian Dinar.............. 7% - 8% — —Lease ObligationsU.S. Dollar ..................... 2.81% - 6.62% 2.81% - 12.76% 2.81% - 12.76%Euro ................................ 3.9% 3.9% - 4.75% 3.90% - 4.75%As of December 31, 2005, 2004 and 2003, all borrowings and obligations under finance leases of CCI and CCSD arefully cross guaranteed by CCSD and CCl.Some of the loan agreements include covenants such as threshold levels for the amount of shareholders' equity,requirement to maintain certain financial ratios as of year ends (and in some cases, some as of quarter ends), or a requirement notto create a security on assets, dispose of a substantial portion of assets, or enter into any merger or consolidation. The acquisitionof Efes Sınai and the planned merger of CCI and Efes Sınai are permitted. In addition, at least 51% of the share capital of theCompany has to be directly or indirectly jointly held by Anadolu Efes and TCCEC. As at December 31, 2005, the Group entitiesthat were signatories were in compliance with these covenants.14. PROVISIONSShort-term2005 2004 2003

Management premium /bonus accrual for personnel............................................................. 3,017 3,243 2,308Long-termLong-term incentive plan accrual........................................................................................... 2,095 1,493 1,479Vacation pay accrual............................................................................................................... 2,385 2,174 2,111Employee termination benefit accrual.................................................................................... 12,673 10,773 9,938Long-term provisions ........................................................................................................... 17,153 14,440 13,528Total provisions..................................................................................................................... 20,170 17,683 15,836As of December 31, 2005, 2004 and 2003, the movement of provisions (other than employee termination benefits) is asfollows:2005Vacation payliabilityLong-Termincentive planManagementbonusBalance at December 31, 2004............................................... 2,174 1,493 3,243Payments made ....................................................................... (114) (453) (3,243)Current year charge................................................................. 415 1,115 3,145Monetary gain ......................................................................... (90) (60) (128)Balance at December 31, 2005............................................... 2,385 2,095 3,0172004Balance at December 31, 2003............................................... 2,111 1,479 2,308Payments made ....................................................................... (414) (880) (2,028)Current year charge................................................................. 734 1,132 3,243Monetary gain ......................................................................... (257) (238) (280)Balance at December 31, 2004............................................... 2,174 1,493 3,2432003Balance at December 31, 2002............................................... 1,845 1,730 1,719Payments made ....................................................................... (267) (455) (1,534)Current year charge................................................................. 1,045 658 2,308Monetary gain ......................................................................... (512) (454) (185)Balance at December 31, 2003............................................... 2,111 1,479 2,308Employee Termination BenefitsIn accordance with existing social legislation, the Company and its subsidiaries operating in Turkey are required tomake lump-sum payments to employees who have completed at least one year of service with the Company and whoseemployment is terminated due to retirement or for reasons other than resignation or misconduct. In Turkey, such payments arecalculated on the basis of 30 days' pay as of December 31, 2005, 2004 and 2003, limited to a maximum YTL 1.73, YTL 1.58and YTL 1.39 respectively (all expressed in historical terms), per year of employment at the rate of pay applicable at the date ofretirement or termination. The cost of providing those benefits is accrued over the employees' service period. The Companyaccounts for the statutory termination benefits in accordance with the provisions of IAS 19, including the application of actuarialmethods and assumptions in consultation with professional actuaries. The benefit obligation has been measured at the balancesheet date for each period presented. In February 2003, approximately 25% of the Company's work force was terminatedthrough a workforce reduction plan, and the effects of these terminations have been accounted for in accordance with theprovisions of IAS 19.The movement of the defined benefit obligation recognized in the consolidated balance sheet is as follows:2005 2004 2003As at January 1..................................................................................................................... 10,773 9,938 8,815Benefit payments ................................................................................................................. (720) (1,229) (4,552)Expense recognized in the income statement...................................................................... 2,917 3,272 6,755Monetary gain ...................................................................................................................... (467) (1,208) (1,080)Additions through acquisition of subsidiary ....................................................................... 170 — —Defined benefit obligations.................................................................................................. 12,673 10,773 9,938The expense recognized in the income statement consists of the following for the period ending December 31, 2005,2004 and 2003 respectively:2005 2004 2003

Current service cost......................................................................................................................... 1,160 1,091 851Interest cost ..................................................................................................................................... 1,757 2,181 3,753Curtailment effect ........................................................................................................................... — — 2,151Total ................................................................................................................................................ 2,917 3,272 6,755Actuarial assumptions used to determine net periodic pension costs are as follows for the years ended December 31,2005, 2004 and 2003:2005 2004 2003Weighted average discount rate.............................................................................................................. 16% 16% 24%Weighted average rate of compensation increases ................................................................................ 10% 10% 16%15. SHARE CAPITAL2005 2004 2003Common shares YTL 0.01 par valueAuthorized and issued (units) ......................................... 24,958,977,000 22,368,152,900 22,368,152,900On November 14, 2005, the Company issued 2,578,805,035 shares with a nominal value of YTL 25,788 to EfesPazarlama Dağıtım Ticaret A.Ş. for a cash consideration of YTL 195,670. The difference between nominal value and theconsideration received, amounting to YTL 169,882, was recorded under equity as share premium in the consolidated financialstatements.As of December 31, 2005, 2004 and 2003, the composition of shareholders and their respective percentage ofownership can be summarized as follows:NominalAmount2005 2004 2003NominalNominalPercentage Amount Percentage AmountPercentageAnadolu Efes Biracılık ve Malt SanayiA.Ş............................................................. 102,047 40.89% 74,555 33.33% 74,555 33.33%The Coca-Cola Export Corporation ............ 89,514 35.86% 89,466 40.00% 89,466 40.00%Efes Pazarlama Dağıtım Ticaret A.Ş........... 25,788 10.33% — — — —Özgörkey Holding A.Ş. ............................... 19,695 7.89% — — — —Coca-Cola Satış ve Dağıtım A.Ş. ................ 12,534 5.02% — — — —E. Özgörkey İçecek Yatırımı A.Ş................ — — 25,053 11.20% 25,053 11.20%Etap İçecek Yatırımı A.Ş............................. — — 19,684 8.80% 19,684 8.80%Anadolu Endüstri Holding A.Ş.................... — — 11,184 5.00% 11,184 5.00%Anadolu Eğitim ve Sosyal Yardım Vakfı ... — — 3,727 1.67% 3,727 1.67%Others ........................................................... 11 0.01% 12 0.00% 12 0.00%249,589 100.00% 223,681 100.00% 223,681 100.00%Restatement Effect....................................... 1,163 — 1,208 — 1,208 —250,752 224,889 224,889Treasury SharesOn April 26, 2005, CCSD purchased 1,253,354,597 shares (5.6%) of the shares of CCI from an existing shareholder foran amount of YTL 58,556. The Company has deducted this amount from equity as treasury shares.16. LEGAL RESERVES AND DIVIDENDSLegal ReservesThe legal reserves consist of first and second legal reserves in accordance with the Turkish Commercial Code. The firstlegal reserve is appropriated out of the statutory profits at the rate of 5%, until the total reserve reaches a maximum of 20% ofthe Company's share capital. The second legal reserve is appropriated at the rate of 10% of all distributions in excess of 5% ofthe Company's share capital.

The legal reserves are not available for distribution unless they exceed 50% of the share capital, but may be used toabsorb losses in the event that the retained earnings are exhausted. Legal reserves in the statutory financial statements of CCI areYTL 30,507 as of December 31, 2005 (December 31, 2004—YTL 21,019, 2003—YTL 12,591).Dividends2005 2004 2003Dividends paid ........................................................ 79,644 39,116 17,057Number of shares.................................................... 24,958,977,000 22,368,152,900 22,368,152,900Dividend per share.................................................. 0.0032 0.0018 0.0076Coca-Cola İçecek Anonim Şirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years endedDecember 31, 2005, 2004 and 2003 (Currency—Thousands of New Turkish Lira (YTL) in equivalent purchasing power atDecember 31, 2005)17. INCOME AND EXPENSESSALESSales include the following:2005 2004 2003Gross sales....................................................................................................... 1,719,184 1,550,090 1,350,360Sales discounts ................................................................................................ (424,646) (373,408) (344,524)Other discounts ............................................................................................... (104,139) (97,326) (82,104)1,190,399 1,079,356 923,732COST OF SALESCost of sales comprises the following expenses:2005 2004 2003Raw material cost............................................................................................................ 724,637 692,014 568,066Depreciation and amortization........................................................................................ 40,268 39,707 41,968Personnel expenses ......................................................................................................... 28,289 22,250 22,653Other expenses................................................................................................................ 28,793 29,939 31,013821,987 783,910 663,700DISTRIBUTION SELLING AND MARKETING EXPENSESDistribution, selling and marketing expenses include the following:2005 2004 2003Marketing and advertising expenses .............................................................................. 57,220 51,798 38,209Personnel expenses ......................................................................................................... 55,141 43,083 43,065Transportation expenses ................................................................................................. 46,033 36,117 29,913Depreciation on property, plant and equipment............................................................. 27,640 26,519 27,407Maintenance expenses .................................................................................................... 6,462 10,401 4,267Utilities and communication expenses........................................................................... 8,953 8,233 7,896Rent expenses.................................................................................................................. 2,538 1,090 266Insurance expenses ......................................................................................................... 885 1,083 1,136Other................................................................................................................................ 5,146 4,918 5,070210,018 183,242 157,229GENERAL AND ADMINISTRATION EXPENSESGeneral and administration expenses include the following:2005 2004 2003Personnel expenses ................................................................................................................. 24,572 26,499 24,233

Depreciation on property, plant and equipment..................................................................... 3,550 4,379 5,020Consulting and legal fees........................................................................................................ 2,743 1,771 1,823Utilities and communication expenses................................................................................... 1,954 1,836 2,294Rent expense ........................................................................................................................... 1,864 1,716 1,208Provision for doubtful receivables.......................................................................................... 1,025 984 1,252Repair and maintenance expenses.......................................................................................... 1,011 998 198Insurance expenses ................................................................................................................. 196 313 277Other expenses........................................................................................................................ 4,017 2,345 4,00840,932 40,841 40,313Contributions paidFor the year ended December 31, 2005, 2004 and 2003, contributions paid by the Group to the Social SecurityInstitution of Turkey amounted to YTL 16,478, YTL 15,189 and YTL 9,037, respectively.OTHER OPERATING INCOME (EXPENSE)2005 2004 2003Gain on disposal of fixed assets .................................................................................. 2,271 5,413 2,002Impairment loss on property, plant and equipment..................................................... (3,111) (2,330) (10,915)(840) 3,083 (8,913)DEPRECIATION AND AMORTIZATIONDepreciation and amortization appears in the following line items:2005 2004 2003Property, plant and equipmentCost of sales ......................................................................................................................... 39,459 38,075 40,142Distribution, selling and general and administration expenses........................................... 31,190 30,898 32,427Inventory .............................................................................................................................. 1,212 2,279 836Intangible assetsCost of sales ......................................................................................................................... 809 1,632 1,82672,670 72,884 75,231FINANCIAL (EXPENSE) INCOME2005 2004 2003Foreign exchange gain (loss) on borrowings ........................................................... 1,015 (2,241) 29,889Interest expense......................................................................................................... (11,822) (8,333) (12,715)Finance charges paid under finance leases............................................................... (234) (1,183) (2,420)Interest income.......................................................................................................... 2,952 5,463 10,472Financial (expense) income, net ............................................................................... (8,089) (6,294) 25,226OTHER INCOME (EXPENSE)2005 2004 2003Foreign exchange gain (loss)............................................................................................ (911) (5,918) 3,044Impairment of goodwill .................................................................................................... (2,066) — —Gain on sale of scrap materials......................................................................................... 1,493 1,318 1,006Negative goodwill on acquisition of TCCBCJ ................................................................ 9,654 — —IPO expenses..................................................................................................................... (1,548) (7,311) (305)Other expenses, net ........................................................................................................... (1,895) (422) 2584,727 (12,333) 4,00318. INCOME TAXESa) General Information

The Group is subject to taxation in accordance with the tax regulations and the legislation effective in the countries inwhich the Group companies operate.In Turkey, the corporation tax rate for the fiscal year ending December 31, 2005 was 30% (2004—33% and 2003—30%). Corporate tax returns are required to be filed by the fifteenth day of the fourth month following the balance sheet date andtaxes must be paid in one installment by the end of the fourth month. The tax legislation provides for a temporary tax of 30%(2004—33% and 2003—30%) to be calculated and paid based on earnings generated for each quarter. The amounts thuscalculated and paid are offset against the final corporate tax liability for the year.In 2003 and prior years, corporation tax was computed on the statutory income tax base without any adjustment forinflation accounting. Starting from January 1, 2004, the statutory financial statements from which taxable income is derived areadjusted for inflation. Accumulated earnings arising from the first application of inflation accounting on the December 31, 2003balance sheet are not subject to corporation tax, and similarly accumulated deficits arising from such application are notdeductible for tax purposes. Moreover, accumulated tax loss carry-forwards related to 2003 and prior periods will be utilized attheir historical (nominal) values in 2004 and future years. Inflation accounting application has ceased effective from January 1,2005.In addition, the Turkish government offers investment incentives to companies that make certain qualifying capitalinvestments in Turkey. Prior to April 24, 2003, the total amount of qualifying capital investments was deducted from taxableincome and the remainder of taxable income, if any, was taxed at the corporate rate. A withholding tax of 19.8% was applied tothe total amount of qualifying capital investments. With effect from April 24, 2003, the investment incentives scheme wasamended such that companies are no longer subject to a withholding tax, but rather directly deduct 40% of qualifying capitalinvestments from their annual taxable income. In addition, corporations that had unused qualifying capital investment amountsfrom periods prior to April 24, 2003 were entitled to carry forward these and apply the 19.8% withholding tax to these amountsin the manner described above.In Turkey, the tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return.Therefore, provision for taxes, as reflected in the consolidated financial statements, has been calculated on a separate-entitybasis.Corporate tax losses can be carried forward for a maximum period of five years following the year in which the losseswere incurred. The tax authorities can inspect tax returns and the related accounting records for a retrospective maximum periodof five years.Foreign subsidiaries of the Group are subject to corporate income taxes at rates ranging between 15% and 24%.The total provision for taxes reflected in the consolidated financial statements is different from the amounts computedby applying the above mentioned effective tax rates. The reconciliation is as follows:2005 2004 2003Consolidated income before tax ............................................................................... 106,431 74,096 101,287Provision for tax at 30% (2004—33% and 2003—30%) ........................................... (31,929) (24,452) (30,386)Effect of change in tax laws and tax rates................................................................... 5,384 (41,948) 49,360Non-deductible expenses and other differences.......................................................... (238) 281 (1,084)Change in deferred tax valuation allowance ............................................................... — 15,722 (4,155)Total (provision)/credit for tax................................................................................. (26,783) (50,397) 13,735b) Deferred Income TaxComponents of deferred tax assets and liabilities are as follows:TemporaryDifference2005 2004 2003DeferredDeferredTax Assets/ Temporary Tax Assets/ Temporary(Liabilities) Difference (Liabilities) DifferenceDeferredTax Assets/(Liabilities)Property, plant andequipment........... (125,066) (37,520) (95,398) (28,619) 6,579 2,171Unused investmentincentives............ 13,906 4,172 43,572 5,676 106,605 10,874

Lease transactions . 5,749 1,725 7,140 2,142 21,144 6,343Employeetermination andother employeebenefits ............... 21,149 6,345 17,683 5,305 12,298 4,058Trade receivables,payables andother.................... (8,878) (2,663) 1,912 574 1,368 410Inventory ............... (19,940) (5,982) (31,497) (9,450) (38,298) (11,489)Tax loss carriedforward ............... 33,401 10,020 — — — —Less: Valuationallowance............ — — — — — (15,722)Total...................... (79,679) (23,903) (56,588) (24,372) 109,696 (3,355)Deferred tax asset — — 9,364Deferred taxliability............... (23,903) (24,372) (12,719)The movements of deferred tax assets/ (liabilities) during the years ended December 31, 2005, 2004 and 2003respectively are as follows:2005 2004 2003Balance at the beginning of year ............................................................................ (24,372) (3,355) (47,562)Deferred tax (provision) / credit ............................................................................. (4,286) (22,999) 38,543Monetary gain ......................................................................................................... 4,755 1,982 5,664Balance at the end of year....................................................................................... (23,903) (24,372) (3,355)As of December 31, 2005, 2004 and 2003 income tax payable is detailed as follows:2005 2004 2003Current taxes payable................................................................................................... 22,497 27,398 24,808Prepaid Taxes............................................................................................................... (13,440) (16,002) (8,424)Income taxes payable................................................................................................... 9,057 11,396 16,38419. FINANCIAL INSTRUMENTSFinancial Risk ManagementFinancial Risk Management Objectives and PoliciesThe Group's principal financial instruments comprise bank borrowings, finance leases, cash and short-term depositsand investments in securities. The main purpose of these financial instruments is to raise finance for the Group's operations. TheGroup has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations.The main risks arising from the Group's financial instruments are interest rate risk, liquidity risk, foreign currency riskand credit risk. The Group's management reviews and agrees policies for managing each of these risks which are summarizedbelow. The Group also monitors the market price risk arising from all financial instruments.Foreign Exchange RiskThe Group is exposed to exchange rate fluctuations due to the nature of its business. This risk occurs due to imports,purchases, sales and bank borrowings of Group companies which are denominated in currencies other than their local currencydenominated assets and liabilities. These risks are monitored and limited by the analysis of the foreign currency position. TheGroup does not enter into derivative or hedging transactions to mitigate its exposure to foreign exchange risk. The strengtheningof foreign currencies against the operations' local currencies could have an adverse effect on the commercial operations. Netforeign currency liabilities of the Group (excluding the operations where functional currency is USD) December 31, 2005, 2004and 2003 are YTL 265,689, YTL 61,349 and YTL 131,065 respectively.Liquidity Risks

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bankloans and collection of its receivables.Credit RiskFinancial instruments that potentially subject the Group to significant concentration of credit risk consist principally ofcash, available-for-sale and held-to-maturity securities and trade receivables. The Group maintains cash and cash equivalentswith various financial institutions. It is the Group's policy to limit exposure to any one institution.The credit risk associated with trade receivables is partially limited due to a large customer base and due tomanagement's limitation on the extension of credit to customers. The Group generally requires collateral to extend credit to itscustomers.Interest Rate RiskCertain parts of the interest rates related to borrowings are based on market interest rates; therefore the Group isexposed to interest rate fluctuations on domestic and international markets. The Group does not enter into hedging transactionsto limit currency and interest rate risks.The Group's exposure to market risk for changes in interest rates relates primarily to the Group's debt obligations.These exposures are managed by using natural hedges that arise from offsetting interest rate sensitive assets and liabilities. Theinterest rates of financial assets and liabilities are as indicated in the related disclosures.Fair ValuesThe fair values of trade receivables and other current assets and trade and other payables are estimated to approximatecarrying value due to their short-term nature.The fair values of short-term and long-term leasing obligations approximate their carrying values since they aredenominated in foreign currencies and revalued at period-end exchange rates.The fair values of bank borrowings are considered to approximate their respective carrying values, since the initial ratesapplied to bank borrowings are updated periodically by the lender to reflect active market price quotations.20. COMMITMENTS AND CONTINGENCIESCCI and CCSDLitigationsThe Group is involved on an ongoing basis in litigation arising in the ordinary course of business. In the opinion ofmanagement, the outcome of such litigation currently pending will not materially affect the Group's results of operations,financial condition or liquidity.Operating LeasesThe Company has signed various operating lease agreements for vehicles.YTL 205, YTL 226 and YTL 241 of lease expense were reflected as of December 31, 2005, 2004 and 2003,respectively in the consolidated income statements due to the non-cancelable operating lease agreement for vehicles. Futureminimum lease payments under non-cancelable operating lease agreements are as follows:2005 2004 2003Next 1 year .............................................................................................................................................. 134 205 2411 year through 5 years............................................................................................................................. — 141 407Total ........................................................................................................................................................ 134 346 648Letters of Guarantees Given

As of December 31, 2005, 2004 and 2003, the aggregate amount of letters of guarantees, which are obtained fromvarious banks and submitted to the relevant authorities are YTL 4,492, YTL 6,667 and YTL 5,731, respectively.OtherThe Company has not undergone a tax inspection for any type of tax for any open years (2002 through 2005); as suchany additional tax relating to open years cannot be estimated with any degree of certainty. Management does not anticipate thatany additional liabilities may arise which would materially affect the Group's results of operations, financial condition orliquidity.Efes Sınai and Foreign SubsidiariesPledgesIn connection with a credit line obtained from a bank, there is a pledge agreement on Almaty CC's inventoriesamounting to YTL 2,415.Certain items of property, plant and equipment of Azerbaijan CC amounting to YTL 1,594 were pledged as security forthe supply of concentrate under an agreement with Varoise de Concentres S.A. an indirect wholly owned subsidiary of TCCC.MortgageAs of December 31, 2005, the building and land located in Hizam are mortgaged in the amount of YTL 3,306 for theloan taken by TCCBCJ from Arab Bank.Contingent LiabilityIn accordance with the credit line agreement with Azerturk Bank, the Company is obliged not to grant, sell or pledge itsproperty to anyone without prior permission of the bank during the whole period the loan amount is outstanding.Letters of CreditAzerbaijan CC obtained letters of credit in the amount of YTL 1,602 in total to purchase resin from its suppliers.Political and Economic Environment for SubsidiariesThe countries in which certain Group subsidiaries are operating have undergone substantial political and economicalchanges in recent years. These countries do not possess well-developed business infrastructures and accordingly the Group'soperations in such countries carry risks that are not typically associated with operations in more developed markets.Uncertainties regarding the political, legal, tax and/or regulatory environment, including the potential for adverse changes in anyof these factors, could significantly affect the subsidiaries' ability to operate commercially.21. RELATED PARTY TRANSACTIONSa) Balances with Related PartiesBalances and transactions with related parties as of and for the twelve months ended December 31, 2005, 2004 and2003 which are separately classified in the consolidated balance sheets and consolidated statements of income, are as follows:Sales to relatedparties and othercharges2005Purchases fromrelated parties andother chargesAmounts owedby relatedpartiesAmounts owedto relatedpartiesShareholdersThe Coca-Cola Export Corporation . — 159 — —Anadolu Endüstri Holding A.Ş......... 34 532 886 1Özgörkey Holding............................. — 15,390 — 1,01534 16,081 886 1,016

OtherBeverage Partners Worldwide.......... — 2,076 1,529 —Coca-Cola Georgia ........................... — — 59 —The Coca-Cola Company ................. 39,067 318,005 914 30,618CC Rostov......................................... — — 682 —Turkmenistan CC.............................. — — 231 —Efes Breweries International B.V..... — — 135 —Efes Karaganda Brewery J.S.C. ....... 4,921 12,909 — 955Diğer.................................................. — — — 15043,988 332,990 3,550 31,723Total .................................................. 44,022 349,071 4,436 32,739Sales to relatedparties and otherchargesPurchases fromrelated parties andother chargesAmounts owedby relatedpartiesAmounts owedto relatedparties2004ShareholdersThe Coca-Cola Export Corporation . — 649 52 172Anadolu Endüstri Holding A.Ş......... — 19 — —Etap Grubu ........................................ 62 12,616 — 1,00762 13,284 52 1,179OtherBeverage Partners Worldwide.......... — 1,300 352 —Atlantic BeveragesCoca-Cola Georgia ........................... 101 — 126 —Amalgamated Beverage.................... — — 2 —The Coca-Cola Company ................. 24,989 257,517 3,781 29,609International Beverages .................... — 3,029 — 40Coca Cola Eurasia............................. — — 279 —25,090 261,846 4,540 29,649Total .................................................. 25,152 275,130 4,592 30,828Sales to relatedparties and otherchargesPurchases fromrelated parties andother chargesAmounts owedby relatedpartiesAmounts owedto relatedparties2003ShareholdersThe Coca-Cola Export Corporation . — — — 150Anadolu Endüstri Holding A.Ş......... — — — 1Etap Grubu ........................................ 72 12,091 — 1,00572 12,091 — 1,156OtherBeverage Partners Worldwide.......... — 1,336 — 18Atlantic Beverages............................ — 238 — —Coca-Cola Georgia ........................... — — 175 —The Coca-Cola Company ................. 19,278 235,056 84 24,24519,278 236,630 259 24,263Total .................................................. 19,350 248,721 259 25,419As of December 31, 2005, 2004 and 2003 purchases from related parties and other charges consist of purchases offixed asset, raw material and toll production.As of December 31, 2005, 2004 and 2003 sales to related parties and other charges consist of sales of finished goods,scrap sales and rent income.b) Executive Member's RemunerationFor the years ended December 31, 2005, 2004 and 2003 the executive members of the Company's managementreceived aggregate compensation totaling YTL 5,913, YTL 4,859 and YTL 4,155.22. SEGMENT INFORMATION

Starting in November 2005, CCI purchased 87.63% of the Efes Sınai's shares. Accordingly the Group started segmentreporting according to geographical and business divisions in 2005. Since Efes Sınai was consolidated after the acquisition date,segment reporting of Efes Sınai includes the relevant amounts after this date.Information per geographical segments as of December 31, 2005 is as follows:Domestic Foreign Elimination ConsolidatedRevenuesExternal sales ............................................................ 1,156,934 34,441 (976) 1,190,399Inter-segment sales.................................................... 1,045 — (1,045) —Total Revenues ........................................................ 1,157,979 34,441 (2,021) 1,190,399Gross profit.............................................................. 358,760 9,686 (25) 368,421Total assets............................................................... 1,176,116 259,962 (201,882) 1,234,196Total liabilities......................................................... 409,173 114,178 (22,501) 500,85023. SUBSEQUENT EVENTSi) In February 2006, a "Share Transfer Agreement" regarding CCI's acquisition of 100% shares of Mahmudiye KaynakSuyu İşletmeciliği Ambalaj Plastik Gıda Nakliyat Pazarlama Sanayi Ticaret Limited Şirketi for USD 8,000,000 became valid.The necessary permissions obtained from the Competition Board of Turkey and the transaction is expected to be finalized byMarch 31, 2006.ii) Due to a change in the tax legislation of Kyrgyzstan, which has became effective in 2006, Bishkek CC's corporate taxwill be reduced from 20% to 10% of its taxable income.To the Board of Directors ofEfes Sınai Yatırım Holding A.Ş.:REPORT OF INDEPENDENT AUDITORSWe have audited the accompanying financial statements of Sınai Yatırım Holding A.Ş. (the Company) and itssubsidiaries (together-the Group) which comprise the consolidated balance sheet as of December 31, 2005 and the consolidatedincome statement, consolidated statement of changes in shareholders' equity and consolidated cash flow statement for the yearthen ended and a summary of significant accounting policies and other explanatory notes. These financial statements are theresponsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based onour audit.We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Anaudit also includes assessing the accounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the consolidated financial statements, present fairly, in all material respects, the financial position of theGroup as of December 31, 2005 and its financial performance and its cash flows for the year then ended in accordance withInternational Financial Reporting Standards./s/ Ernst & YoungMarch 10, 2006İstanbul, TurkeyEfes Sınai Yatırım Holding Anonim Şirketi and its subsidiariesCONSOLIDATED BALANCE SHEETAs at December 31, 2005(Currency—Thousands of U.S. Dollars unless otherwise indicated)ASSETSCurrent assetsNotes 2005 2004

Cash and cash equivalents ............................................................................................................... 3 8,302 3,368Investments in securities.................................................................................................................. 4 399 285Trade receivables—net .................................................................................................................... 5 5,491 3,351Due from related parties .................................................................................................................. 28 1,698 2,985Inventories—net............................................................................................................................... 6 25,990 15,215Other current assets.......................................................................................................................... 7 5,944 1,502Total current assets........................................................................................................................ 47,824 26,706Non-current assetsGoodwill—net.................................................................................................................................. 12 — 1,402Investment in associate .................................................................................................................... 8 1,970 2,281Investments ...................................................................................................................................... 9 — 536Property, plant and equipment—net................................................................................................ 10 97,831 56,199Intangible assets—net...................................................................................................................... 11 2,397 804Due from related parties .................................................................................................................. 28 — 2,405Other non-current assets .................................................................................................................. 185 2,277Total non-current assets................................................................................................................ 102,383 65,904Total assets...................................................................................................................................... 150,207 92,610LIABILITIES AND EQUITYCurrent liabilitiesTrade and other payables................................................................................................................. 13 21,818 9,708Due to related parties ....................................................................................................................... 28 2,510 3,809Short-term loans............................................................................................................................... 14,31 33,111 9,614Current portion of long-term loans.................................................................................................. 14,31 304 7,372Income tax payable .......................................................................................................................... 26 843 —Total current liabilities.................................................................................................................. 58,586 30,503Non-current liabilitiesLong-term loans............................................................................................................................... 14,31 6,500 2,653Employee termination benefits........................................................................................................ 15 127 94Deferred tax liability........................................................................................................................ 27 5,488 2,649Other non-current liabilities............................................................................................................. 7 77Total non-current liabilities 12,122 5,473Equity attributable to equity holders of the parentShare capital..................................................................................................................................... 16 128,393 128,393Share premium................................................................................................................................. 241 241Accumulated deficit......................................................................................................................... 17 (58,009) (78,076)70,625 50,558Minority interest............................................................................................................................... 2 8,874 6,076Total equity..................................................................................................................................... 79,499 56,634Total liabilities and equity............................................................................................................. 150,207 92,610The accompanying policies and the explanatory notes on pages F-45 through F-75 form an integral part of the consolidatedfinancial statements.

Efes Sınai Yatırım Holding Anonim Şirketi and its subsidiariesCONSOLIDATED INCOME STATEMENTFor the year ended December 31, 2005(Currency—Thousands of U.S. Dollars unless otherwise indicated)Notes 2005 2004Sales .................................................................................................................................. 28,32 119,142 90,293Cost of sales ...................................................................................................................... 19,24,25,28 (77,663) (59,771)Gross profit...................................................................................................................... 41,479 30,522Selling, distribution and marketing expenses................................................................... 20,24,25 (13,468) (10,587)General and administration expenses............................................................................... 21,24,25 (9,491) (6,785)Other operating income / (expense)—net ........................................................................ 22, 28 8,332 (168)Profit from operations.................................................................................................... 26,852 12,982Financial—revenue........................................................................................................... 23,28 476 474Financial costs................................................................................................................... 23,28 (1,466) (528)Loss from associate........................................................................................................... 8 (311) (334)Translation gain / (loss)—net ........................................................................................... 1,088 (554)Income before tax............................................................................................................ 26,639 12,040Tax charge—net................................................................................................................ 26,27 (5,175) (2,459)Net income ....................................................................................................................... 21,464 9,581Attributable to:Equity holders of the parent.............................................................................................. 20,067 8,445Minority interest................................................................................................................ 2 1,397 1,13621,464 9,581Basic and diluted net income per share (full U.S. Cents) excluding minority interest ... 18 0.0752 0.0316The accompanying policies and explanatory notes on pages F-45 through F-75 form an integral part of the consolidated financialstatements.

Efes Sınai Yatırım Holding Anonim Şirketi and its subsidiariesCONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITYFor the year ended December 31, 2005(Currency—Thousands of U.S. Dollars unless otherwise indicated)ShareCapitalSharePremiumAccumulatedDeficit TotalMinorityInterestTotalEquityBalance at January 1, 2005 ........................................ 128,393 241 (78,076) 50,558 6,076 56,634Effect of the acquisition of new subsidiary............... — — — — 1,501 1,501Dividend paid to minority.......................................... — — — — (100) (100)Net income for the year ............................................. — — 20,067 20,067 1,397 21,464Balance at December 31, 2005................................ 128,393 241 (58,009) 70,625 8,874 79,499ShareCapitalSharePremiumAccumulatedDeficit TotalMinorityInterestTotalEquityBalance at January 1, 2004 ........................................ 128,393 241 (86,521) 42,113 5,242 47,355Change in shareholding percentage........................... — — — — (302) (302)Net income for the year ............................................. — — 8,445 8,445 1,136 9,581Balance at December 31, 2004.................................. 128,393 241 (78,076) 50,558 6,076 56,634The accompanying policies and explanatory notes on pages F-45 through F-75 form an integral part of the consolidated financialstatements.

Efes Sınai Yatırım Holding Anonim Şirketi and its subsidiariesCONSOLIDATED CASH FLOW STATEMENTFor the year ended December 31, 2005(Currency—Thousands of U.S. Dollars unless otherwise indicated)2005 2004Cash flows from operating activitiesNet income before tax charge..................................................................................................................... 26,639 12,040Adjustments for:Depreciation and amortization.................................................................................................................... 6,080 5,013Impairment in property, plant and equipment............................................................................................ — 298Loss related to sale of property, plant and equipment ............................................................................... 18 48Impairment of goodwill .............................................................................................................................. 1,533 —Negative goodwill....................................................................................................................................... (7,291) —Liquidation of investment and reversal of impairment in investment, net................................................ 37 (53)Gain on sale of subsidiary........................................................................................................................... (2,571) —Reversal of provision for bad debt ............................................................................................................. (1,058) (249)Interest expense........................................................................................................................................... 1,225 398Loss from associate..................................................................................................................................... 311 334Other accruals ............................................................................................................................................. 152 320Operating profit before changes in operating assets and liabilities.................................................... 25,075 18,149Net increase in trade receivables and due from related parties.................................................................. 4,860 1,387Net increase in inventories.......................................................................................................................... (701) (6,962)Net change in other assets and liabilities.................................................................................................... 607 (713)Net increase in trade payables and due to related parties........................................................................... (1,632) (1,083)Taxes paid ................................................................................................................................................... (1,493) (3,096)Net cash provided by operating activities .............................................................................................. 26,716 7,682Cash flows from investing activitiesPurchase of property, plant and equipment and intangible assets ............................................................. (28,160) (13,292)Proceeds from sale of property, plant and equipment................................................................................ 473 221Liquidation of investments ......................................................................................................................... 499 —Change in capital by minority shareholders............................................................................................... — (121)Sale of subsidiary........................................................................................................................................ 100 —Net liability of subsidiary sold.................................................................................................................... 2,471 —Subsidiary acquired, net off cash taken...................................................................................................... (6,022) —Payments to acquire minority interests ...................................................................................................... — (302)Dividend paid to minority shareholders ..................................................................................................... (100) —Net cash used in investing activities........................................................................................................ (30,739) (13,494)Cash flows from financing activitiesProceeds from short-term loans.................................................................................................................. 52,127 2,698Proceeds from long-term loans................................................................................................................... 4,836 4,403Repayment of short-term loans .................................................................................................................. (38,913) (395)Repayment of long-term loans ................................................................................................................... (7,724) (1,285)Interest paid................................................................................................................................................. (1,255) (388)Net cash provided by financing activities............................................................................................... 9,071 5,033Net increase/(decrease) in cash and cash equivalents........................................................................... 5,048 (779)Cash and cash equivalents at beginning of the year............................................................................. 3,653 4,432Cash and cash equivalents at end of the year........................................................................................ 8,701 3,653The accompanying policies and explanatory notes on pages F-45 through F-75 form an integral part of the consolidated financialstatements.

1. CORPORATE INFORMATIONGeneralEfes Sınai Yatırım Holding Anonim Şirketi and its subsidiariesNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2005(Currency—Thousands of U.S. Dollars unless otherwise indicated)Efes Sınai Yatırım Holding A.Ş. (the Company) was established on December 13, 1993. Shares of the Company arecurrently traded on Istanbul Stock Exchange and the London Stock Exchange. The Company has its statutory seat and itsprincipal place of business at Esentepe Mahallesi Anadolu Cad. No:1 Kartal, İstanbul, Turkey.The Group comprises the Company and its subsidiaries.The ultimate parent of the Company is Coca-Cola İçecek A.Ş. (CCI). The former parent Company, Anadolu EfesBiracılık ve Malt Sanayii Anonim Şirketi (Anadolu Efes) sold its 51.87% interest in the Company to CCI for cash considerationof YTL 196,045,010 on November 14, 2005. Following this acquisition, CCI extended a mandatory call to all remainingshareholders in accordance with the requirements of the Turkish Capital Market Board, and purchased an additional 35.76% ofthe Company's shares for cash consideration of YTL 135,184,968. As a result of these transactions, CCI became the ultimateparent of the Company by purchasing an aggregate of 87.63% of the Company's shares. CCI is one of the leading bottlers anddistributors of carbonated soft drinks and non-carbonated beverages in Turkey. CCI has one business, being the production, salesand distribution of alcohol-free ready drink beverages.CCI and the Company have declared that they intend to merge following the IPO of CCI.Nature of Activities of the GroupThe operations of the Group consist of production, bottling, distribution and selling of Coca-Cola products anddistribution of Anadolu Efes' Efes products. The Group owns and operates five factories in Kazakhstan, Azerbaijan, Kyrgyzstanand Jordan, in addition, the Group has a minority stake in a Coca-Cola bottling plant in Turkmenistan.List of SubsidiariesThe subsidiaries of the Company as of December 31, 2005 and 2004 were as follows:J.V. Coca-Cola AlmatyBottlers Limited LiabilityPartnership (Almaty CC)Azerbaijan Coca-Cola BottlersLLC (Azerbaijan CC)Coca-Cola Bishkek BottlersClosed Joint Stock Company(Bishkek CC)Efes Invest Holland BV (EfesInvest Holland)Rostov Beverage C.J.S.C.(Rostov)Place ofIncorporationKazakhstanAzerbaijanKyrgyzstanPrincipalActivitiesProduction, bottling,distribution and selling ofCoca-Cola and distribution ofEfes productsProduction, bottling,distribution And selling ofCoca-Cola productsProduction, bottling,distribution and selling ofCoca-Cola and distribution ofEfes productsEffective EffectiveShareholding Shareholdingand Voting and VotingRights % Rights %2005 200487.54 87.5489.90 89.9090.00 90.00Netherlands Holding Company 100.00 100.00Russian FederationCeased production in 2000 andhas been sold to Moscow EfesBrewery C.J.S.C. (EfesMoscow) on November 10,2005— 100.00

ACCB Limited LiabilityPartnership (ACCB)(*)Tonus Closed Joint Stock Co.(Tonus)Coca-Cola Kuban BottlersA.O. (Kuban)The Coca-Cola BottlingCompany of Jordan Ltd.(TCCBCJ)(**)Efes Sınai Dış Ticaret A. Ş.(Efes Sınai Dış Ticaret)Kazakhstan Liquidated — 100.00Kazakhstan Holding company 92.95 92.95Russian Federation Dormant company 100.00 100.00JordanTurkeyProduction, bottling,distribution And selling ofCoca-Cola productsForeign trade company locatedin Tuzla Free Zone90.00 —99.00 99.00(*) The liquidation process of ACCB was finalized on September 13, 2005 with cancellation of the State RegistrationCertificate.(**) Acquired on December 29, 2005.Joint VenturePlace ofIncorporationPrincipalActivitiesEffectiveShareholdingand VotingRights %EffectiveShareholdingand VotingRights %2005 2004The Coca-Cola Bottling ofIraq FZCO (J.V. Dubai) Dubai Holding company 50.00 —Change in Group Structure• The Group and H.M.B.S., which is located in Iraq established a company called The Coca-Cola Bottling of IraqFZCO in Jebel Ali Free Trade Zone (Dubai) in the form of 50% - 50% joint venture with a share capital ofapproximately USD 165 in June 2005. In addition, a distribution agreement which gives the distribution andselling rights of Coca-Cola products in Iraq to The Coca-Cola Bottling of Iraq FZCO that is effective from July 1,2005 was signed between The Coca-Cola Company and The Coca-Cola Bottling of Iraq FZCO. The distributionagreement expires in June 2006. Furthermore, an option agreement was signed between the parties granting theright to be the bottling company in Iraq to The Coca-Cola Bottling of Iraq FZCO. The option agreement expires in2007. The share capital of The Coca-Cola Bottling of Iraq FZCO was increased to an amount of USD 4,000 onDecember 20, 2005.• On December 29, 2005; Efes Invest Holland acquired from Atlantic Industries, an indirect subsidiary of The Coca-Cola Company (TCCC); 90% of the shares in "The Coca-Cola Bottling Company of Jordan" (TCCBCJ); whichexclusively conducts the Coca-Cola bottling operations in Jordan The Company has accounted this acquisition inaccordance with International Financial Reporting Standard (IFRS) 3 Business Combinations. Accordinglynegative goodwill amounted to USD 7,160, which has been recognized in the income statement in the line item ofother operating income, is measured as the excess of the cost of the business combination over the Group's interestin the net fair value of identifiable assets, liabilities and contingent liabilities. The operating results of TCCBCJ arenot included in the current year consolidated income statement, since the acquisition was realized on December 29,2005. The consolidated balance sheet reflects the acquisition of TCCBCJ.The details of the acquisition realized in 2005 are as follows:Cash consideration....................................................................................................................................................... 6,360Fair value of identifiable net assets acquired .............................................................................................................. (13,520)Negative goodwill........................................................................................................................................................ (7,160)The fair value of identifiable assets and liabilities of TCCBCJ as at the date of acquisition were:Recognized on Carryingacquisition ValueCash and cash equivalents ................................................................................................... 338 338

Trade receivables—net ........................................................................................................ 2,027 2,027Due from related parties ...................................................................................................... 224 224Inventories—net................................................................................................................... 10,165 10,165Other current assets.............................................................................................................. 3,027 3,027Property, plant and equipment—net.................................................................................... 20,035 18,011Intangible assets—net.......................................................................................................... 1,600 —Loans.................................................................................................................................... (9,983) (9,983)Trade and other payables..................................................................................................... (12,182) (12,182)Due to related parties ........................................................................................................... (229) (229)Fair value of identifiable net assets ..................................................................................... 15,022 11,398Shareholding percentage acquired....................................................................................... 90%Fair value of identifiable net assets acquired by the Group................................................ 13,520Cash consideration............................................................................................................... 6,360Net cash acquired with the subsidiary................................................................................. (338)Net cash outflow .................................................................................................................. 6,022• On November 10, 2005, Efes Invest Holland B.V. which owned 100% shares of Rostov Beverage C.J.S.C(Rostov) sold its shares to Moscow Efes Brewery C.J.S.C. (Efes Moscow) for USD 100. At the date of sale,Rostov carried net liability amounting to USD 2,471 in its financial statements. The difference between the salesprice of USD 100 and the net liability carried in the Rostov financial statements amounting to USD 2,571 has beenreflected as other operating income in the consolidated financial statements. Since the sales transaction wascompleted on November 10, 2005, the Group included Rostov's income statement prepared for the period untilsuch date in its consolidated financial statements.• As the construction at ACCB was ceased in 2003, Group Management discontinued to consolidate ACCB'sfinancial statements in the Group's financial statements as of December 31, 2003. The liquidation process ofACCB commenced on March 26, 2004 with an official announcement of the liquidation. On August 18, 2005, thebalance in the bank accounts of ACCB of USD 499 was transferred to the Group and the liquidation was finalizedon September 13, 2005. The difference between the carrying cost of ACCB, which was USD 550, and thetransferred cash amount of USD 499 has been reflected in the income statement.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESThe principal accounting policies adopted in preparing the consolidated financial statements of the Group are asfollows:GeneralThe consolidated financial statements of the Group have been prepared in accordance with IFRS, which comprisestandards and interpretations approved by the International Accounting Standards Board (IASB) and International AccountingStandards and Standing Interpretations Committee (SIC) interpretations approved by the International Accounting StandardsCommittee (IASC) that remain in effect. The consolidated financial statements have been prepared on the historical costconvention except for the investment in securities carried at fair value amounts.Basis of PreparationThe Company maintains its books of account and prepares its statutory financial statements ("statutory financialstatements") in accordance with the Turkish Commercial Code and Tax Legislation and the Uniform Chart of Accounts issuedby the Ministry of Finance. The foreign subsidiaries maintain their books of account and prepare their statutory financialstatements in their local currencies and in accordance with the regulations of the countries in which they operate. Theconsolidated financial statements have been prepared from statutory financial statements of the Company and its subsidiariesand are presented in accordance with IFRS in U.S. Dollars with adjustments and certain reclassifications for the purpose of fairpresentation in accordance with IFRS. Such adjustments mainly comprise accounting for consolidation, accounting for financialinstruments in accordance with IAS 39, accounting for employee termination benefits, accounting for income accruals anddeferred taxation on temporary differences.Reclassification on 2004 Financial Statements

The Group has made certain reclassifications in the consolidated financial statements as of December 31, 2004 to beconsistent with the current year presentation. Major reclassifications are as follows:• USD 573 that represents advances given for inventories has been reclassified from other current assets toinventories.• USD 991 has been reclassified from deferred tax asset to deferred tax liability.Functional CurrencyThe consolidated financial statements are presented in U.S. dollars, which is the Company's functional and reportingcurrency. Each entity in the Group determines its own functional currency and items included in the financial statements of eachentity are measured using that functional currency. The functional currency of all the subsidiaries is U.S. dollars.Basis of ConsolidationThe consolidated financial statements comprise the financial statements of the Company and its subsidiaries preparedas of the same date.Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidatedfrom the date on which control is transferred out of the Group.The consolidated financial statements of the Group include Efes Sınai and the companies which it controls. This controlis normally evidenced when the Group owns, either directly or indirectly, more than 50% of the voting rights of a company'sshare capital and is able to govern the financial and operating policies of an enterprise so as to benefit from its activities. Theequity and net income attributable to minority shareholders' interests are shown separately in the balance sheets and incomestatements, respectively.Intercompany balances and transactions, including intercompany profits and unrealized profits and losses, areeliminated. Consolidated financial statements are prepared using uniform accounting policies for like transactions and otherevents in similar circumstances.The purchase method of accounting is used for acquired businesses. Subsidiaries acquired or disposed during the yearare included in the consolidated financial statements from the date of acquisition or to until date of disposal.As Kuban is a dormant company as of December 31, 2005 and 2004, the Group Management discontinuedconsolidating Kuban's financials in the Group's financial statements. Kuban is carried at cost with a full provision for thecarrying value (Note 9).Investment in AssociatesThe Group's investments in associates are accounted for under the equity method of accounting. The investments inassociates are carried in the consolidated balance sheet at cost plus post-acquisition changes in the Group's share of net assets ofthe associates, less any impairment in value. The consolidated income statement reflects the Group's share of the results ofoperations of the associates.Investment in Joint VentureInterests in joint ventures are accounted for in accordance with the proportionate consolidation method, i.e. byincluding in the accounts under the appropriate consolidated financial statements headings of the Company's proportion of thejoint venture revenue, costs, assets and liabilities. An assessment of interests in joint ventures is made when there are indicationsthat the assets have been impaired or the impairment losses recognized in prior years no longer exist.InvestmentsAll investments are initially carried at cost, being the fair value of the consideration given and including acquisitioncharges associated with the investment.

Investments classified as available-for-sale investments, that do not have a quoted market price in an active market andwhose fair value cannot be reliably measured by alternative valuation methods, are measured at cost. The carrying amounts ofsuch investments are reviewed at each balance sheet date for impairment. For available for sale investments that are activelytraded in organized financial markets, fair value is determined by reference to the Istanbul Stock Exchange quoted market bidprices at the close of business on the balance sheet date.All regular way purchases and sales of financial assets are recognized on the trade date; i.e. the date that the Groupcommits to purchase or to sell the asset. Regular way purchases or sales are purchases or sales of financial assets that requiredelivery of assets within the time frame generally established by regulation or convention in the market place.OffsettingFinancial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legallyenforceable right to set off the recognized amounts and there is an intention to settle on a net basis or realize the asset and settlethe liability simultaneously.Use of EstimatesThe preparation of the financial statements in conformity with IFRS requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dateof the balance sheet. Actual results may vary from the current estimates. These estimates are reviewed periodically, and, asadjustments become necessary, they are reported in earnings in the periods in which they become known.Cash and Cash EquivalentsFor the purposes of the consolidated cash flow statement, cash and cash equivalents comprise cash at bank and on handand short-term deposits with an original maturity of three months or less.Trade and Other ReceivablesTrade receivables are recognized at original invoice amount and carried at amortized cost less an allowance for anyuncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Baddebts are written off when identified.Recognition and Derecognition of Financial Assets and LiabilitiesThe Group recognizes a financial asset or financial liability in its balance sheet when and only when it becomes a partyto the contractual provisions of the instrument. The Group derecognizes a financial asset or a portion of financial asset when andonly when it loses control of the contractual rights that comprise the financial asset or a portion of the financial asset. The Groupderecognizes a financial liability when and only when the obligation specified in the contract is discharged, cancelled or expired.InventoriesInventories are valued at the lower of cost and net realizable value. Costs are accounted for on a weighted average basisand include expenditure incurred in acquiring inventories and bringing them to their existing location and condition. The cost offinished goods includes an appropriate share of production overheads based on normal operating capacity. Unrealizableinventory has been fully written off.Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs ofcompletion and estimated costs necessary to make the sale.The Group accounts for returnable bottles and other containers in inventory and provides a reserve for these bottles andcontainers to bring them to their actual values. The Group sells its products also in non-returnable bottles.Property, Plant and EquipmentProperty, plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Land is notdepreciated.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets are as follows:Land improvements ...................................................................................................................................Buildings ....................................................................................................................................................Machinery and equipment .........................................................................................................................Furniture and fixtures.................................................................................................................................Motor vehicles ...........................................................................................................................................Beverage coolers........................................................................................................................................5 years25 - 40 years15 years5 years7 - 10 years7 - 10 yearsThe carrying values of property, plant and equipment are reviewed for impairment when events or changes incircumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying valuesexceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount. Therecoverable amount of property, plant and equipment is the greater of net selling price and value in use. In assessing value inuse, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current marketassessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independentcash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment lossesare recognized in the income statement.LeasesFinance LeaseThe Group as LessorThe Group records leased assets as a receivable equal to the net investment in the lease. Finance income is based on apattern reflecting a constant periodic rate of return on the net investment outstanding. Initial direct costs are recognizedimmediately as expenses.Operating LeaseThe Group as LesseeLeases of assets under which substantially all the risks and rewards of ownership are effectively retained by the lessorare classified as operating leases. Lease payments under an operating lease are recognized as an expense on a straight-line basisover the lease term. The aggregate benefit of incentives provided by the lessor is recognized as a reduction of rental expenseover the lease term on a straight-line basis.Intangible AssetsIntangible assets acquired separately from a business are capitalized at cost. Intangible assets acquired as part of anacquisition of a business are capitalized separately from goodwill if the fair value can be measured reliably on initial recognition,subject to the constraint that, unless the asset has a readily ascertainable market value, the fair value is limited to an amount thatdoes not create or increase any negative goodwill arising on the acquisition. Intangible assets, excluding development costs,created within the business are not capitalized and expenditure is charged against profits in the year in which it is incurred.Intangible assets are amortized on a straight-line basis over the best estimate of their useful lives.The carrying values of intangible assets are reviewed for impairment when events or changes in circumstances indicatethat the carrying value may not be recoverable.Intangible assets comprised of land rights and software that are amortized on a straight-line basis over 50 years and5 years, respectively.GoodwillGoodwill represents the excess of the cost of the acquisition over the fair value of identifiable net assets of an acquiredbusiness at the date of acquisition. Goodwill arising from acquisitions before March 31, 2004 was amortized on a straight-linebasis over its useful economic life up to a presumed maximum of 20 years. Goodwill is reviewed at least annually for possibleimpairment and when events and changes in circumstances indicate that the carrying value may not be recoverable, it is adjustedfor any impairment in value. In accordance with IFRS 3 "Business Combinations", the Group ceased to amortize goodwill

arising from the business combinations before March 31, 2004, starting from the beginning of the annual accounting periodbeginning on or after March 31, 2004 (January 1, 2005) and recorded provision through reviewing goodwill for impairment.BorrowingsAll borrowings are initially recognized at cost, being the fair value of the consideration received net of issue costsassociated with the borrowing.After initial recognition, borrowings are subsequently measured at amortized cost using the effective interest ratemethod. Amortized cost is calculated by taking into account any issue costs, and any discount or premium on settlement.Gains and losses are recognized in net profit or loss when the liabilities are derecognized, as well as through theamortization process.Borrowing CostsBorrowing costs are generally expensed as incurred. Borrowing costs are capitalized if they are directly attributable tothe acquisition, construction or production of a qualifying asset. Capitalization of borrowing costs commences when theactivities to prepare the asset are in progress and expenditures and borrowing costs are being incurred. Borrowing costs arecapitalized until the assets are substantially ready for their intended use. Borrowing costs include interest charges and other costsincurred in connection with the borrowing of funds.ProvisionsProvisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, itis probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliableestimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions aredetermined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the timevalue of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provisiondue to the passage of time is recognized as an interest expense.Employee Termination Benefitsa) Defined Benefit PlanIn accordance with existing social legislation in Turkey, the Company is required to make lump-sum terminationindemnities to each employee who has completed one year of service with the Company and its Turkish subsidiaries and whoseemployment is terminated due to retirement or for reasons other than resignation or misconduct.In the consolidated financial statements, the Group has reflected a liability calculated using the Projected Unit CreditMethod and based upon estimated inflation rates and factors derived using the Company and its Turkish subsidiaries' experienceof personnel terminating their services and being eligible to receive such benefits and discounted by using the current marketyield at the balance sheet date on government bonds.b) Defined Contribution PlanThe Company pays contribution to the Social Security Institution of Turkey on a mandatory basis. The Company hasno further payment obligations once the contributions have been paid. The contributions are recognized as employee benefitexpense when they are due.c) Foreign SubsidiariesThere are no accumulated obligations related to employee termination benefits for the subsidiaries of the Companyoperating outside Turkey. Azerbaijan CC contributes to the Azerbaijan Republic state pension and social insurance funds.Azerbaijan CC's contributions amount to approximately 22% of employees' salaries and are expensed as incurred. AzerbaijanCC has no other plan or obligation for payment of post-retirement benefits to its employees. Bishkek CC contributes to theKyrgyz state pension, social insurance, medical insurance, and unemployment funds on behalf of its employees. Bishkek CC'scontributions amount to approximately 33% of employees' salaries and are expensed as incurred. Bishkek CC has no otherprogram or obligation for payment of post retirement benefits to its employees.

Almaty CC pays 21% of gross income as social insurance taxes to the Government of Republic of Kazakhstan, whichrepresent its contribution to the post retirement benefits of its employees. Almaty CC also withholds and contributes 10% of thesalary of its employees as the employees' contribution to their designated pension funds. Under the legislation, employees areresponsible for their retirement benefits and Almaty CC has no present or future obligation to pay its employees upon theirretirement. Almaty CC has no other program or obligation for payment of post retirement benefits to its employees.TCCBCJ pays 11% of employees' gross salaries along with a 5.5% deduction from the gross salaries of employees ascontribution to Jordan Social Security Department. This amount will be paid to employee by the social security department, aftertheir retirements. TCCBCJ has no other program or obligation for payment of post retirement benefits to its employees.Revenue RecognitionSale of GoodsSales are recognized when all of the following conditions are met: evidence of a binding arrangement exists (generallypurchase orders), products have been delivered and there is no future performance required, and amounts are collectible undernormal payment terms. Revenue is recognized to the extent that it is probable that the economic benefits will flow to the groupand the revenue can be reliably measured. Revenues are stated net of discounts.InterestRevenue is recognized as the interest accrues.Foreign Currency TranslationEach entity within the Group translates its foreign currency transactions and balances into its functional currency byapplying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the dateof the transaction. Exchange rate differences arising on the settlement of monetary items or on reporting monetary items at ratesdifferent from those at which they were initially recorded during the period or reported in previous financial statements arerecognized in the income statement in the period in which they arise.Income TaxesTax expense / (income) is the aggregate amount included in the determination of net profit or loss for the period inrespect of current and deferred tax.Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet datebetween the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income taxliabilities are recognized for all taxable temporary differences:• except where the deferred income tax liability arises from goodwill amortization or the initial recognition of anasset or liability in a transaction that is not a business combination and, at the time of the transaction, affectsneither the accounting profit nor taxable profit or loss; and• in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests injoint ventures, except where the timing of the reversal of the temporary difference can be controlled and it isprobable that the temporary difference will not reverse in the foreseeable future.Deferred income tax assets are recognized for all deductible temporary differences, carry-forward of unused tax assetsand unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporarydifferences, carry-forward of unused tax assets and unused tax losses can be utilized:• except where the deferred income tax asset relating to the deductible temporary difference arises from the initialrecognition of an asset or liability in a transaction that is not a business combination and, at the time of thetransaction, affects neither the accounting profit nor taxable profit or loss; and• in respect of deductible temporary differences associated with investments in subsidiaries, associates and interestsin joint ventures, deferred tax assets are only recognized to the extent that it is probable that the temporary

differences will reverse in the foreseeable future and taxable profit will be available against which the temporarydifference can be utilized.The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent thatit is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to beutilized.Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when theasset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at thebalance sheet date.Deferred income taxes as required by IAS 12 are not provided for Turkmenistan Coca-Cola Bottlers Ltd.(Turkmenistan CC), an associate, due to the general uncertainties in Turkmenistan regarding the taxation matters. Suchuncertainties make it difficult to identify the tax consequences of the transactions and other events accounted in the financialstatements and also the recovery and settlement effects of temporary differences. The Group believes such omission does nothave a material effect on the consolidated financial statements taking into account the overall magnitude of this associate'sfinancial statements and the ownership percentage.Segment InformationThe Group is engaged in production, marketing and distribution of soft drink beverages and distribution of beer. TheGroup companies have similar economic and political conditions and therefore are subject to similar risks and returns. Financialinformation on geographical and business segments is presented in Note 32.Efes Sınai Yatırım Holding Anonim Şirketi and its subsidiariesNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2005(Currency—Thousands of U.S. Dollars unless otherwise indicated)2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESContingenciesContingent liabilities are not recognized in the financial statements, they are disclosed unless the possibility of anoutflow of resources embodying economic benefits is probable.A contingent asset is not recognized in the financial statements but disclosed when an inflow of economic benefits isprobable.Subsequent EventsPost year-end events that provide additional information about the Company's position at the balance sheet date(adjusting events), are reflected in the financial statements. Post-year-end events that are not adjusting events are disclosed in thenotes when material.3. CASH AND CASH EQUIVALENTS2005 2004Cash on hand...................................................................................................................................................... 191 44Cash in banks ..................................................................................................................................................... 8,111 3,324Total ................................................................................................................................................................... 8,302 3,3684. INVESTMENTS IN SECURITIES2005 2004Investment funds..................................................................................................................................................... 399 285Total ........................................................................................................................................................................ 399 285Investment funds held were issued by Alternatifbank A.Ş. and are valued at their market value at balance sheet date.

5. TRADE RECEIVABLES2005 2004Accounts receivable................................................................................................................................ 7,857 6,230Less: Provision for doubtful accounts .................................................................................................... (2,366) (2,879)Total ........................................................................................................................................................ 5,491 3,3516. INVENTORIES2005 2004Raw materials.......................................................................................................................................... 4,999 3,085Finished goods ........................................................................................................................................ 5,523 1,841Bottles and cases..................................................................................................................................... 21,909 8,249Packaging materials ................................................................................................................................ 1,778 2,572Chemicals................................................................................................................................................ 1,800 2,345Goods in transit ....................................................................................................................................... 1,585 950Advertising and sales promotion materials ............................................................................................ 2,185 527Advances given....................................................................................................................................... 564 573Reserve for obsolescence........................................................................................................................ (981) (643)Reserve for bottles and cases.................................................................................................................. (13,372) (4,284)Total ........................................................................................................................................................ 25,990 15,215Related with the credit line obtained from a bank, there is a pledge agreement on Almaty CC's inventories amounting toUSD 1,800 as of December 31, 2005 (December 31, 2004—USD 2.065).7. OTHER CURRENT ASSETS2005 2004Due from personnel and other receivables........................................................................................................ 119 402Prepaid taxes and expenses................................................................................................................................ 3,777 260VAT receivable.................................................................................................................................................. 1,779 812Other current assets............................................................................................................................................ 269 28Total ................................................................................................................................................................... 5,944 1,5028. INVESTMENT IN ASSOCIATEThe Group has a 33.25% interest in Turkmenistan CC which is involved in the production, bottling, distribution andselling of Coca-Cola products.The following table illustrates summarized financial information of the Group's investment in Turkmenistan CC:2005 2004Share of the associate's balance sheet:Current assets .......................................................................................................................................... 1,022 1,034Non-current assets................................................................................................................................... 2,956 3,320Current liabilities..................................................................................................................................... (2,008) (2,073)Non-current liabilities ............................................................................................................................. — —Net assets................................................................................................................................................. 1,970 2,281Share of the associate's revenue and profit:Revenue................................................................................................................................................... 1,363 1,032Profit........................................................................................................................................................ (311) (334)Carrying amount of the investment ........................................................................................................ 1,970 2,2819. INVESTMENTS2005 2004ACCB (*) .............................................................................................................................................................. — 550Kuban ................................................................................................................................................................. 375 375

Less impairment for ACCB and Kuban (**) ........................................................................................................ (375) (389)— 536(*) Refer to Note 1.(**) Refer to Note 2.10. PROPERTY, PLANT AND EQUIPMENTLand andLandImprovementsBuildingsMachineryandEquipmentMotorVehiclesFurnitureandFixturesBeverageCoolersandOtherFixedAssetsConstruction inProgressCostAt January 1, net ............. 463 18,985 37,700 8,133 2,091 10,935 5,062 83,369 72,761Additions......................... 42 647 3,321 1,715 345 353 21,710 28,133 13,250Disposals ......................... — (28) (172) (534) (224) (466) — (1,424) (1,318)Additions throughacquisition ofsubsidiary ..................... 3,123 5,370 6,651 746 356 3,789 — 20,035 —Disposals through saleof subsidiary................. (328) — — — — — — (328) —Transfers.......................... — 12,284 14,509 — 28 (49) (26,772) — —Impairment...................... — — — — — — — — (1,324)At December 31 .............. 3,300 37,258 62,009 10,060 2,596 14,562 — 129,785 83,369AccumulatedDepreciation2005Total(27,170)2004Total(23,436)At January 1 .................... — (3,159) (9,493) (5,507) (1,857) (7,154) —Depreciation charge forthe period...................... — (606) (3,269) (1,030) (119) (1,022) — (6,046) (4,783)Disposals ......................... — 1 134 446 224 457 — 1,262 1,049At December 31 .............. — (3,764) (12,628) (6,091) (1,752) (7,719) —(31,954)(27,170)Net Book Value.............. 3,300 33,494 49,381 3,969 844 6,843 — 97,831 56,199As of December 31, 2005, the gross carrying amounts of fully depreciated property, plant and equipment amounted toUSD 15,192 (2004—USD 4,934).As of December 31, 2005, certain items of property, plant and equipment with a total net book value of USD 1,188were pledged as security for the supply of concentrate agreement with Varoise de Concentres S.A., a related party (2004—USD 2,938).As of December 31, 2005, the building and land in Hizam are mortgaged at an amount of USD 2,464 related with thecredit that TCCBCJ has taken from Arab Bank.As of December 31, 2005 and 2004, the property, plant and equipment are stated net of the impairment provisionamounting to USD 1,324. At December 31, 2005 and 2004, the provision consisted of the following:2005 2004Beverage coolers..................................................................................................................................... (812) (812)Vehicles................................................................................................................................................... (63) (63)Machinery and equipment ...................................................................................................................... (449) (449)(1,324) (1,324)The movements in the provision for impairment were as follows for the years ended December 31:

2005 2004Provision for impairment at the beginning of the year .......................................................................... (1,324) (1,026)Charge for the period .............................................................................................................................. — (599)Reversal................................................................................................................................................... — 301Provision for impairment at the end of the year..................................................................................... (1,324) (1,324)11. INTANGIBLE ASSETSAs of December 31, 2005 and 2004, intangible assets consist of land rights and other intangible assets.CostAt January 1 ....................................................................................................................................................... 1,035 993Additions............................................................................................................................................................ 27 42Disposals ............................................................................................................................................................ — —Additions through acquisition of subsidiary ..................................................................................................... 1,600 —At December 31................................................................................................................................................ 2,662 1,035Accumulated amortizationAt January 1 ....................................................................................................................................................... (231) (201)Amortization for the period ............................................................................................................................... (34) (30)Disposals ............................................................................................................................................................ — —At December 31................................................................................................................................................ (265) (231)Net book value.................................................................................................................................................. 2,397 804Intangible assets amounting to USD 1,600 which are recognized on acquisition of TCCBCJ during the consolidationrepresent the "Distribution and Bottling Agreements" signed between TCCBCJ and TCCC. Since the agreements will berenewed with no significant cost the management of the Group does not determine any useful life as there is no foreseeable limitto the period over which such assets are expected to generate cash inflows for the Group. The Distribution and BottlingAgreements are not amortized but will be tested for impairment annually.12. GOODWILL2005 2004CostAt January 1 ............................................................................................................................................ 3,169 3,048Additions................................................................................................................................................. — 121Reversal of negative goodwill ................................................................................................................ 131 —At December 31..................................................................................................................................... 3,300 3,169Accumulated amortization and impairment lossesAt January 1 ............................................................................................................................................ (1,767) (1,567)Amortization expense ............................................................................................................................. — (200)Impairment.............................................................................................................................................. (1,533) —At December 31..................................................................................................................................... (3,300) (1,767)Net book value....................................................................................................................................... — 1,402Negative goodwill with a net book value amounting to USD 131 as of January 1, 2005 that arose from the Group'sacquisitions is recorded as income in accordance with IFRS 3 (Note 2).The Group has accounted the acquisition of TCCBCJ in accordance with International Financial Reporting Standard(IFRS) 3 Business Combinations. Accordingly, negative goodwill that is measured as the excess of the cost of the businesscombination over the Group's interest in the net assets of TCCBCJ, amounting to USD 7,160 has been recognized in the incomestatement in the line item of other operating income.As of December 31, 2005, goodwill is reviewed for impairment and an impairment has been recorded for positivegoodwill in the amount of USD 1,533. (Note 2).13. TRADE AND OTHER PAYABLES2005Total2004Total

2005 2004Trade accounts payable................................................................................................................................... 16,307 7,773Due to personnel ............................................................................................................................................. 1,087 695Taxes and duties payable................................................................................................................................ 1,055 887VAT payable................................................................................................................................................... 205 196Social security premiums payable.................................................................................................................. 77 14Accrued expenses ........................................................................................................................................... 806 27Deposits taken................................................................................................................................................. 2,190 —Advances received .......................................................................................................................................... 44 42Other accruals and liabilities .......................................................................................................................... 47 74Total ................................................................................................................................................................ 21,818 9,70814. BORROWINGS2005 2004Short-term borrowings................................................................................................................................. 33,111 9,614Current portion of long-term borrowings.................................................................................................... 304 7,372Total short-term borrowings........................................................................................................................ 33,415 16,986Long-term borrowings................................................................................................................................. 6,500 2,653Total borrowings.......................................................................................................................................... 39,915 19,639The effective interest rates of borrowings at the balance sheet dates are as follows:2005 2004Long-termUSD denominated borrowings ............................................................... 4% - 7% 4% - Libor+3.75%Short-termUSD denominated borrowings ............................................................... Libor+0.50% - 8% 1% - 7%Euro denominated borrowings ............................................................... 5.67% —Jordanian Dinar denominated borrowings ............................................. 7% - 8% —Repayments of long-term borrowings, including current portion of long-term borrowings are scheduled as follows:2005 20042005................................................................................................................................................................. — 7,3722006................................................................................................................................................................. 304 1422007................................................................................................................................................................. 2,500 2,511Thereafter ........................................................................................................................................................ 4,000 —6,804 10,025Company's short term loans amounting to USD 15.756 as of December 31, 2005 from İş Bankası Bahreyn Branch wasguaranteed by CCI.15. EMPLOYEE TERMINATION BENEFITS2005 2004Beginning balance................................................................................................................................................... 94 86Interest cost ............................................................................................................................................................. 11 13Reversal of provision / (Charge) for the year......................................................................................................... 22 (9)Exchange difference ............................................................................................................................................... — 4Ending balance........................................................................................................................................................ 127 94In accordance with existing social legislation, the Company and its subsidiaries incorporated in Turkey are required tomake lump-sum payments to employees whose employment is terminated due to retirement or for reasons other than resignationor misconduct. Such payments are calculated on the basis of 30 days' pay (limited to a maximum of YTL 1,727 and YTL 1,575at December 31, 2005 and 2004 respectively) per year of employment at the rate of pay applicable at the date of retirement ortermination. For the companies established in Turkey, as of December 31, 2005 and 2004, the Group reflected a liabilitycalculated using the Projected Unit Credit Method and based upon factors derived using their experience of personnel

terminating their services and being eligible to receive retirement pay and discounted by using the current market yield at thebalance sheet date on government bonds.The principal actuarial assumptions used at the balance sheet dates are as follows:2005 2004Discount rate ........................................................................................................................................................... 12% 16%Expected rates of salary/limit increases ................................................................................................................. 6% 10%16. SHARE CAPITALNumber of shares2005 2004Common shares, 0.001 YTL, par valueAuthorized......................................................................................................... 26,699,400,000 26,699,400,000As at December 31, 2005 and 2004 the composition of shareholders can be summarized as follows:2005 2004Amount Percentage Amount PercentageCCI .............................................................................................................. 112,511 87.63% — —Anadolu Efes............................................................................................... — — 66,610 51.87%Publicly traded ............................................................................................ 15,869 12.36% 61,770 48.12%Anadolu Endüstri Holding A.Ş................................................................... 13 0.01% 13 0.01%128,393 100.00% 128,393 100.00%CCI purchased 51.87% of the Company's shares owned by Anadolu Efes for a cash consideration of YTL 196,045,010on November 14, 2005. Following this acquisition, CCI made an announcement for mandatory call that was valid between thedates December 5, 2005 and December 19, 2005 in order to collect the publicly traded shares representing 48.12% of theCompany's share capital from the willing shareholders, with the permission taken from Capital Markets Board on December 3,2005. Through the mandatory call, CCI purchased 35.76% of the Company's shares for a cash consideration ofYTL 135,184,968. As a result of these transactions, CCI has become the ultimate parent of the Company by purchasing 87.63%of the Company's shares at an amount of YTL 331,229,978 in total.17. LEGAL RESERVES AND STATUTORY ACCUMULATED DEFICITLegal ReservesThe legal reserves consist of first and second legal reserves in accordance with the Turkish Commercial Code (TCC).The first legal reserve is appropriated out of the statutory profits at the rate of 5%, until the total reserve reaches a maximum of20% of the Company's restated share capital. The second legal reserve is appropriated at the rate of 10% of all distributions inexcess of 5% of the Company's restated share capital.As required by the Turkish Capital Markets Board (CMB) Communiqué Serial XI, No: 25 "Communiqué for theAccounting Standards in Capital Markets"; beginning from the year 2004 profits, the net profit in the financial statements whichare prepared in accordance with International Financial Reporting Standards will be taken as the base for dividend appropriation.Since the Company has significant statutory accumulated deficits, it has not performed any distribution from netincome of the year 2004.The statutory accumulated profits and statutory current year profit are available for distribution, subject to the reserverequirements referred to above.18. EARNINGS PER SHAREBasic earnings per share (EPS) are calculated by dividing the net profit for the period attributable to ordinaryshareholders by the weighted average number of ordinary shares outstanding during the year.The following reflects the income and share data used in the basic earnings per share computation:

2005 2004Net profit attributable to ordinary shareholders ............................................... 20,067 8,445Weighted average number of ordinary shares.................................................. 26,699,400,000 26,699,400,000Earnings per share (full Cents) excluding minority interest ............................ 0.0752 0.0316There have been no other transactions involving ordinary shares or potential ordinary shares since the financialstatements preparation date and before the completion of these financial statements.There are not outstanding instruments with dilutive effects on earnings per share.19. COST OF SALES2005 2004Raw materials consumed and cost of merchandise sold............................................................................. 70,502 54,161Direct labor attributable to production ........................................................................................................ 1,085 761Indirect labor attributable to production...................................................................................................... 1,011 856Production overheads................................................................................................................................... 2,121 1,609Depreciation and amortisation..................................................................................................................... 2,944 2,384Total ............................................................................................................................................................. 77,663 59,77120. SELLING, DISTRIBUTION AND MARKETING EXPENSES2005 2004Wages and salaries....................................................................................................................................... 4,350 3,548Transportation, customs and insurance ....................................................................................................... 2,956 2,355Advertising................................................................................................................................................... 3,598 2,966Depreciation and amortization..................................................................................................................... 2,729 2,151Maintenance................................................................................................................................................. 377 404Travel ........................................................................................................................................................... 74 59Rent .............................................................................................................................................................. 344 258Energy, fuel, and water................................................................................................................................ 460 302Telecommunication ..................................................................................................................................... 131 112Other............................................................................................................................................................. 525 362Reimbursement from the Coca-Cola Export Companies related to selling, distribution and marketingexpenses .................................................................................................................................................... (2,076) (1,930)Total ............................................................................................................................................................. 13,468 10,58721. GENERAL AND ADMINISTRATION EXPENSES2005 2004Wages and salaries............................................................................................................................................. 5,422 3,467Consulting and audit fees................................................................................................................................... 1,288 767Depreciation and amortization........................................................................................................................... 291 478Taxes and duties................................................................................................................................................. 590 499Maintenance and utility expenses...................................................................................................................... 183 129Bad debt expense ............................................................................................................................................... 156 129Insurance ............................................................................................................................................................ 172 135Telecommunication ........................................................................................................................................... 120 100Rent .................................................................................................................................................................... 132 149Travel ................................................................................................................................................................. 392 113Other................................................................................................................................................................... 745 819Total ................................................................................................................................................................... 9,491 6,78522. OTHER OPERATING INCOME / (EXPENSE)—NET2005 2004Negative goodwill........................................................................................................................................ 7,291 —Gain on sale of subsidiary............................................................................................................................ 2,571 —

Insurance income ......................................................................................................................................... 316 —Income from sale of other assets and equipment renting............................................................................ 234 242Loss related to sale of property, plant and equipment ................................................................................ (18) (48)(Provision) for litigation / Reversal of provision ........................................................................................ (30) 88Liquidation of investment and reversal of impairment in investment, net................................................. (37) 53Provision for inventory ................................................................................................................................ (100) (439)Impairment of fixed assets........................................................................................................................... — (298)Impairment of goodwill—net...................................................................................................................... (1,533) —Other (expense) / income............................................................................................................................. (362) 234Total other operating income / (expense), net............................................................................................. 8,332 (168)23. FINANCIAL EXPENSE—NET2005 2004Interest income..................................................................................................................................................... 193 136Interest income on finance leases ........................................................................................................................ 283 338Total financial income ......................................................................................................................................... 476 474Interest expense.................................................................................................................................................... 1,225 405Commission and other expenses ......................................................................................................................... 241 123Total financial expense ........................................................................................................................................ 1,466 528Net financial expense, net.................................................................................................................................. (990) (54)24. PERSONNEL EXPENSES AND AVERAGE NUMBER OF EMPLOYEESFor the years ended December 31, 2005 and 2004 personnel expenses were as follows:2005 2004Wages and salaries.......................................................................................................................................... 10,384 7,573Other social expenses...................................................................................................................................... 1,484 1,066Total ................................................................................................................................................................ 11,868 8,639For the years ended December 31, 2005 and 2004, average number of employees were as follows:2005 2004Efes Sınai ............................................................................................................................................................. 24 20Azerbaijan CC...................................................................................................................................................... 198 172Almaty CC ........................................................................................................................................................... 573 521Bishkek CC .......................................................................................................................................................... 176 174Rostov .................................................................................................................................................................. — 3TCCBCJ............................................................................................................................................................... 820 —J.V. Dubai ............................................................................................................................................................ — —Total ..................................................................................................................................................................... 1,791 89025. DEPRECIATION AND AMORTIZATION EXPENSES2005 2004Property, plant and equipmentCost of production.............................................................................................................................................. 2,936 2,376Selling, distribution and marketing expenses.................................................................................................... 2,721 2,143General and administration expenses................................................................................................................ 273 264Inventory ............................................................................................................................................................ 116 —Sub-total depreciation expense.......................................................................................................................... 6,046 4,783GoodwillGeneral and administration expenses................................................................................................................ — 200Intangible assetsCost of production.............................................................................................................................................. 8 8Selling, distribution and marketing expenses.................................................................................................... 8 8General and administration expenses................................................................................................................ 18 14Sub-total amortization expense ......................................................................................................................... 34 230

Total depreciation and amortization expenses............................................................................................. 6,080 5,01326. INCOME TAXESMajor components of income tax expense for the years ended December 31, 2005 and 2004 are:2005 2004Current tax expense ........................................................................................................................................... 2,306 2,577Deferred tax expense / (income) relating to the origination of temporary differences .................................... 2,869 (118)Total income tax............................................................................................................................................... 5,175 2,45926. INCOME TAXESEfes Sınai Yatırım Holding Anonim Şirketi and its subsidiariesNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2005(Currency—Thousands of U.S. Dollars unless otherwise indicated)The Group is subject to taxation in accordance with the tax regulations and the legislation effective in the countries inwhich the Group companies operate.In Turkey, the corporation tax rate as of December 31, 2005 is 30% (2004—33%). Corporate tax returns are required tobe filed until the fifteenth of the fourth month following the balance sheet date and paid in one installment until the end of thefourth month. The tax legislation provides for a temporary tax of 30% (2004—33%) to be calculated and paid based on earningsgenerated for each quarter. The amounts thus calculated and paid are offset against the final corporate tax liability for the year.In 2003 and prior years, corporation tax was computed on the statutory income tax base without any adjustment forinflation accounting. For the period between January 1, 2004 - December 31, 2004, taxable income is derived from the financialstatements which are adjusted for inflation accounting. Accumulated earnings arising from the first application of inflationaccounting on December 31, 2003 balance sheet is not subject to corporation tax, and similarly accumulated deficits arising fromsuch application is not deductible for tax purposes. Moreover, accumulated tax loss carry-forwards related with 2003 and priorperiods will be utilized at their historical (nominal) values in 2004 and future years. Inflation accounting application has beenceased effective from January 1, 2005.Corporate tax losses can be carried forward for a maximum period of five years following the year in which the losseswere incurred. The tax authorities can inspect tax returns and the related accounting records for a retrospective maximum periodof five years. A tax amnesty law, which was enacted in 2003 provided immunity for tax inspection and additional assessments tothose taxpayers who utilized the option. According to the law; companies, who accepted to use this opinion, also accepted a 50%reduction from their corporate tax losses incurred in the same year and the Company used this option.In Turkey, the tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return.Therefore, provision for taxes, as reflected in the consolidated financial statements, has been calculated on a separate-entitybasis.10% withholding applies to dividends distributed by resident corporations to resident real persons, those who are notliable to income and corporation tax, non-resident real persons, non-resident corporations (excluding those that acquire dividendthrough a permanent establishment or permanent representative in Turkey) and non-resident corporations exempted fromincome and corporation tax. Dividend distributions by resident corporations to resident corporations are not subject to awithholding tax. Furthermore, in the event the profit is not distributed or included in capital, no withholding tax shall beapplicable.Capital gains derived from cash sales of participation shares that have been held for at least two years are exempt fromcorporation tax if the gains are added to share capital. Furthermore, in the event the profit arising from the dividend receipt is notdistributed or included in capital, no withholding tax shall be applicable.The reconciliation of the total income tax to the theoretical amount that would arise using the tax rate of the homecountry of the Company is as follows:2005 2004

Consolidated profit before tax.................................................................................................................. 26,639 12,040Tax calculated at the Company's tax rate of 30% (2004—33%)................................................................ (7,992) (3,973)Impact of different tax rates in other countries ........................................................................................... 2,960 1,498Unused tax losses......................................................................................................................................... 474 (280)Other............................................................................................................................................................. 2,252 178Current tax charge..................................................................................................................................... (2,306) (2,577)Tax losses carryforward............................................................................................................................... 624 (179)Efes Invest Holland deferred tax ................................................................................................................. — 106Fixed assets .................................................................................................................................................. (4,080) 353Income on in-kind transfer of fixed assets to capital .................................................................................. (151) (166)Allowance for doubtful accounts................................................................................................................. (74) 45Inventories.................................................................................................................................................... 210 (39)Payable written off in statutory books......................................................................................................... — (31)Accrued employees bonuses and rent ......................................................................................................... 57 5Other............................................................................................................................................................. 545 24Deferred tax (charge) / income................................................................................................................. (2,869) 118Tax charge, net........................................................................................................................................... (5,175) (2,459)27. DEFERRED TAXESThe list of temporary differences and the resulting deferred tax assets/(liabilities), as of December 31, 2005 and 2004using the prevailing effective statutory tax rates is as follows:Deferred TaxAssetsDeferred TaxLiabilitiesNet2005 2004 2005 2004 2005 2004Temporary differences arising from translation of fixedassets....................................................................................... — — (8,238) (4,157) (8,238) (4,157)Tax loss carried forward ........................................................... 1,446 464 — — 1,446 464Provision for doubtful receivables............................................ 61 195 — — 61 195Impairment provision for fixed assets ...................................... 839 991 — — 839 991Accrued employees bonuses and rent ...................................... 257 105 — — 257 105Inventory ................................................................................... 147 — — (118) 147 (118)Efes Invest Holland deferred tax .............................................. — — — (202) — (202)Other.......................................................................................... — 73 — — — 73Total .......................................................................................... 2,750 1,828 (8,238) (4,477) (5,488) (2,649)The management of the Company does not consider the additional deferred tax asset of USD 10,262 (2004—USD 6,032) as realizable in the foreseeable future, and accordingly, the Company has not provided a deferred tax asset for suchamount in the consolidated financial statements as of December 31, 2005 and 2004.Movements in deferred tax during the period are as follows:BalanceJanuary 1, 2005as reportedCredited/ (charged)to incomestatementBalanceDecember 31,2005Fixed Assets ....................................................................... (4,157) (4,081) (8,238)Tax loss carryforward ........................................................ 464 982 1,446Provision for doubtful receivables..................................... 195 (134) 61Income on in-kind transfer of fixed assets to capital ........ 991 (152) 839Accrued employees bonuses and rent ............................... 105 152 257Other................................................................................... (247) 394 147Net deferred tax (liability) / asset ................................... (2,649) (2,839) (5,488)Translation loss .................................................................. — (30) —Total................................................................................... (2,649) (2,869) (5,488)28. RELATED PARTY BALANCES AND TRANSACTIONS

For the purposes of consolidated financial statements, the shareholders of the Company and its consolidatedsubsidiaries or their associates and the companies, which are identified to be controlled by/associated with them, are referred toas related parties.(1) Balances with Related PartiesBalances with related parties as of December 31, 2005 and 2004, which are separately classified in the consolidatedbalance sheets are as follows:2005 2004Due from related partiesAnadolu Endüstri Holding (AEH) (1) .................................................................................................................. 660 350Rostov Beverage C.J.S.C. (Rostov) (2) ............................................................................................................... 508 —Efes Breweries International N.V. (3) .................................................................................................................. 100 —The Coca-Cola Companies (4) ............................................................................................................................. 105 412Moscow Efes Brewery (**) (Efes Moscow) (3) ..................................................................................................... — 4,418Turkmenistan CC (5) ......................................................................................................................................... 172 172Efes Karaganda Brewery J.S.C. (Efes Karaganda) (3) ........................................................................................ — 33Atlantic Industries (4) ........................................................................................................................................... 153 —Others ................................................................................................................................................................. — 5Total................................................................................................................................................................... 1,698 5,3902005 2004Due to related partiesThe Coca-Cola Companies (4) ............................................................................................................................. 1,687 2,366Efes Karaganda (3) ............................................................................................................................................... 712 885Others ................................................................................................................................................................. 111 558Total................................................................................................................................................................... 2,510 3,809Loans obtained from related partiesOyex Handels GmbH (*) (Oyex) (6) ...................................................................................................................... 148 327Anadolu Efes (*)(7) ................................................................................................................................................ — 4,682Total................................................................................................................................................................... 148 5,009(*) As of December 31, 2005 and December 31, 2004 long-term loans' principals and interests are included in long-termloans, respectively.(**) Represents the receivable arising from the leasing contract signed between Rostov and Moscow Efes Brewery. Inaccordance with the contract, the ownership of the leased assets will be transferred to the lessee at the end of the contract period.(1) Shareholder of the Company(2) Subsidiary of Efes Moscow(3) Subsidiaries of Efes Breweries International N.V.(4) Related parties of The Coca-Cola Export Corporation (Shareholder of Azerbaijan CC, Almaty CC and Bishkek CC)(5) Investment in associate(6) Related Party of AEH(7) Shareholder of CCI(2) Transactions with Related PartiesThe most significant transactions with related parties during the years ended December 31, 2005 and 2004 are asfollows:2005 2004

Major sales to related partiesEfes Karaganda Brewery J.S.C. ........................................................................................................................ 3,490 2,529Coca-Cola CIS Services .................................................................................................................................... 2 2Coca-Cola Export Company.............................................................................................................................. — 353Coca-Cola Meşrubat .......................................................................................................................................... — 118Coca-Cola Bottlers Turkmenistan ..................................................................................................................... — 25Total................................................................................................................................................................... 3,492 3,0272005 2004Major purchases from related partiesThe Coca-Cola Companies.......................................................................................................................... 13,230 12,625Efes Karaganda Brewery J.S.C. .................................................................................................................. 9,621 7,616Atlantic Industries........................................................................................................................................ 16 —Anadolu Baku Automobile San. ve Tic. A.Ş. ............................................................................................. — 145Total............................................................................................................................................................. 22,867 20,386Rent and service income from related partiesCoca-Cola Meşrubat Pazarlama ve Danışmanlık Hizmetleri A.Ş.............................................................. 593 —Efes Karaganda ............................................................................................................................................ 177 128The Coca-Cola CIS Services ....................................................................................................................... 30 29Total............................................................................................................................................................. 800 157Interest expense to related partiesAnadolu Efes................................................................................................................................................ 69 164Oyex ............................................................................................................................................................. 6 13Total............................................................................................................................................................. 75 177Interest income from related partiesAEH.............................................................................................................................................................. 25 54Efes Moscow................................................................................................................................................ 283 338Total............................................................................................................................................................. 308 392General and administrative expenses to related partiesAEH.............................................................................................................................................................. 318 158Total............................................................................................................................................................. 318 158(3) Remuneration of the Board of Directorsa) There are no pension arrangements for the members of the Board of Directors.b) No shares are held by the members of the Board of Directors.c) There are no share options granted to the directors of the Company.d) No loans have been granted to the directors of the Company.As of December 31, 2005 and 2004 the executive members of the Company's management received aggregatecompansation totaling USD 761 and USD 2,090 respectively.29. GOING CONCERNTurkmenistan CC has an accumulated deficit amounting to USD 11,782 as of December 31, 2005, (including thecurrent year loss of USD 933) and its current liabilities exceed its current assets as of the same date. (2004—Accumulated deficitamounting to USD 10,850). Company management believes that the adverse situation in Turkmenistan CC will be remediatedthrough profitable operations in the coming years as the country's economy becomes more stable.As of December 31, 2005 the accumulated deficit of TCCBCJ in the amount of USD 41,802 represents 79% of itsshare capital amounting to USD 53,200. Under Article 75 of Jordanian Companies' Law, the Company's General Assembly hasto meet and determine either to increase its paid-in-capital or to liquidate the entity since its accumulated deficit is greater than50% of the share capital. Shareholders have agreed to increase the share capital for an amount of USD 15.000, following therelated board resolution and completing other required procedures.30. COMMITMENTS AND CONTINGENCIES

Political and Economic Environment for SubsidiariesThe countries, in which certain subsidiaries are operating, have undergone substantial political and economical changesin the recent years. These countries do not possess well-developed business infrastructures and accordingly the operations insuch countries might carry risks, which are not typically associated with those in more developed markets. Uncertaintiesregarding the political, legal, tax and/or regulatory environment, including the potential for adverse changes in any of thesefactors, could significantly affect the subsidiaries' ability to operate commercially.PledgesRelated with the credit line obtained from a bank, there is a pledge agreement on Almaty CC's inventories amounting toUSD 1,800. (December 31, 2004—USD 2,065).Certain items of property, plant and equipment of Azerbaijan CC amounting to USD 1,188 were pledged as security forthe supply of concentrate agreement with Varoise De Concentres S.A. (December 31, 2004—USD 2,938).MortgageAs of December 31, 2005, the buildings and land of TCCBCJ are mortgaged in the amount of USD 2,464 for the loantaken from Arab Bank.Contingent LiabilityIn accordance with the credit line agreement with Azerturk Bank, the Company is obliged not to grant, sell or pledge itsproperty to anyone without prior permission of the bank during the whole period the loan amount is outstanding.Letters of CreditAzerbaijan CC obtained letters of credit in the amount of USD 1,194 in total to purchase resin from its suppliers.(December 31, 2004—USD 830).Guarantee LettersAs of December 31, 2005, amount of letters of guarantee obtained from banks and given to suppliers and governmentauthorities is USD 34 (December 31, 2004—USD 92).Tax Matters Related to the Subsidiary in the Republic of KazakhstanThe taxation system in Kazakhstan is evolving as the government transforms itself from a command to a marketoriented economy. The various acts of legislation and regulations are not always clearly written and their interpretation is subjectto the opinions of the local tax inspectors, National Bank officials, and the Ministry of Finance. Instances of inconsistentopinions between local, regional and national tax authorities and between the National Bank and the Ministry of Finance areusual.The current regime of penalties and interest related to reported and discovered violations of the Kazakhstani law,decrees and related regulations include confiscation of the amounts at issue (for currency law violations), as well as fines ofgenerally 50% of the taxes unpaid. Interest is assessable at rates of generally 0.03% per day.Tax Matters Related to the Subsidiary in the Republic of KyrgyzstanBishkek CC is subject to corporate income tax of 20% on taxable profit as determined under the laws of Kyrgyzstan.As of December 31, 2005, Bishkek CC has no cumulative loss carry forwards. (2004—USD 4,111). The losses carriedforward in Kyrgyzstan expire for tax purposes in five years from the date they are incurred.During 2003, Bishkek CC had gone through a tax audit. Based on the results of this tax audit, the tax authoritiesassessed additional taxes and related penalties. Bishkek CC recorded a provision for this assessment amounting to USD 344 asof December 31, 2004, as well as making the payment of the corresponding penalties in the amount of USD 7 during the year

ending December 31, 2004. During the year ending December 31, 2004, Bishkek CC made a reversal of the excess provision inthe amount of USD 88 as per tax authorities' final act. During the year ended December 31, 2005, Bishkek CC has paidUSD 122 of corresponding penalties. As a result, the provision reflected to the consolidated balance sheet as of December 31,2005 is USD 127.Tax Matters Related to the Subsidiary in AzerbaijanIn accordance with local tax regulation, Azerbaijan CC is subject to a 24% income tax rate. Companies are required tofile profit tax declarations on an annual basis.Tax Matters Related to the Subsidiary in JordanTCCBCJ is subject to corporate income tax of 15% on taxable profit as determined under the laws of Jordan. As ofDecember 31, 2005, the accumulated losses of TCCBCJ are amounting to USD 41,802.Political and Economic Environment and Tax Matters Related to the Investment in Associate in TurkmenistanLegislation and regulations regarding taxation, foreign currency transactions and licensing of foreign currency loans inTurkmenistan are constantly evolving as the central government manages the transformation from a command to amarket-oriented economy. The various legislation and regulations are not always clearly written and their interpretation issubject to the opinions of the local tax inspectors, the Turkmenistan Central Bank officials, and the Ministry of Finance.Instances of inconsistent opinions among the tax districts, the Turkmenistan Central Bank and Ministry of Finance are usual.Penalties and interest can result in amounts that are multiples of any unreported taxes in Turkmenistan according to thecurrent regime of penalties and interest related to reported and discovered violations of the laws.Because of the uncertainties associated with the tax and legal systems of Turkmenistan, the ultimate amount of taxes,penalties and interest, if any, assessed may be in excess of the amount expensed to date and accrued as of December 31, 2005.Although such amounts are possible and may be material, it is the opinion of the Group's management that these amounts areeither not probable, or reasonably determinable, or both.The Group's operations and financial position will continue to be affected by political developments in Turkmenistan,including the application of existing and future legislation and tax regulations. The Group does not believe that thesecontingencies, as related to its operations, are any more significant than those of similar enterprises in Turkmenistan.Tax ProvisionsThe Group believes that it has paid or accrued all taxes that are applicable. Where practice concerning the provision oftaxes was unclear, the Group has accrued tax liabilities based on management's best estimate. The Group's policy is to accrue forcontingencies in the accounting period in which a loss is deemed probable and the amount is reasonably determinable. No suchaccruals have been made as of December 31, 2005 other than a minor accrual related to litigation.31. FINANCIAL INSTRUMENTSFinancial Risk ManagementFinancial Risk Management Objectives and PoliciesThe Group's principal financial instruments comprise bank borrowings, cash and short-term deposits and investmentsecurities. The main purpose of these financial instruments is to raise finance for the Group's operations. The Group has variousother financial assets and liabilities such as trade debtors and trade creditors, which arise directly from its operations.The main risks arising from the Group's financial assets and liabilities are credit risk, interest rate risk, foreign exchangerisk, market risk, liquidity risk and cash flow risk. The board / management reviews and agrees policies for managing each ofthese risks and they are summarized below.1) Credit Risk

Credit risk arises from the possibility that customers may not be able to settle obligations to the Group within thenormal terms of trade.Credit risks, or the risk of counter parties defaulting, are controlled by the application of credit approvals, limits andmonitoring procedures. The extent of the Group's credit exposure is represented by the aggregate balance of accounts receivableand advances to suppliers. Concentrations of credit risk with respect to accounts receivable are limited due to the large numberof customers included in the Group's customer base.The Group places its cash with high credit quality financial institutions.2) Interest Rate RiskInterest rate risk to the Group is the risk of changes in market interest rates reducing the overall return on itsinvestments and increasing the cash outflow on its borrowings. The Group limits interest rate risk by monitoring changes ininterest rates in the currencies in which its cash, investments and borrowings are denominated.The effective interest rate ranges as at December 31, 2005 and 2004 is as follows:2005 2004Fixed rate borrowings (USD) .................................................................. 4% - 8% 1% - 7%Fixed rate borrowings (Euro) .................................................................. 5.67% —Fixed rate borrowings (Jordanian Dinar) ................................................ 7% - 8% —Floating rate borrowings (USD).............................................................. Libor + 0.50% - Libor + 1% Libor + 3.75%3) Foreign Exchange RiskThe Group's operations are predominantly performed in countries where the economies experience volatile levels ofinflation. Their respective currencies are also subject to continuous fluctuation against the U.S. dollar.The translation of local currency denominated assets and liabilities into US Dollars for the purpose of these financialstatements does not indicate that the Group could realize or settle in US Dollars the reported values of the assets and liabilities.Likewise, it does not indicate that the Group could return or distribute the reported US Dollar values of capital to itsshareholders.The following table summarizes the exchange rate of the local currencies to 1 US dollar:Exchange rate at2005Average exchangerate in the periodExchange rate at2004Azerbaijan Manat.............................. 4,593 4,730 4,903Kazakh Tenge ................................... 133.77 132.88 130.00Kyrgyz Som ...................................... 41.30 41.02 41.62Euro ................................................... 0.85 0.81 0.74Rouble ............................................... 28.78 28.31 27.75New Turkish Lira.............................. 1.3418 1.3405 1.3421Jordanian Dinar................................. 0.71 0.71 0.712005:The following table summarizes the annual rate of inflation for each year in the 4 year period ended December 31,2005(%)2004(%)2003(%)2002(%)Azerbaijan ............................................................................................................................... 10 5 4 3Kazakhstan.............................................................................................................................. 8 7 7 7Kyrgyzstan .............................................................................................................................. 2 3 6 2Netherlands ............................................................................................................................. 2 1 2 3Russian Federation.................................................................................................................. 13 11 12 15Turkey ..................................................................................................................................... 3 14 14 31

The Company and its subsidiaries are exposed to exchange rate fluctuations due to the nature of their businesses. TheGroup's imports are in USD and Euro. These currencies strengthening against the subsidiaries' local currencies have an adverseeffect on the Group's results.The Group does not use any derivative instruments to hedge its foreign currency risk. Foreign currency denominatedassets provide a natural hedge against liabilities.Republic of Kazakhstan, Azerbaijan and Kyrgyzstan Currency Exchange and ControlsThe Kazakh Tenge, Azerbaijan Manat and The Kyrgyz Som are not fully convertible currencies outside the territory ofthe Republic of Kazakhstan, Azerbaijan and Kyrgyzstan. Within these countries, official exchange rates are determined daily bythe National Bank of the Republic. Market rates may differ from the official rates but the differences are, generally, withinnarrow parameters monitored by National Bank.4) Market RiskMarket risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market prices. TheGroup manages market risk through periodic estimation of potential losses that could arise from adverse changes in marketconditions.5) Liquidity RiskLiquidity risk is the risk that the Group will encounter difficulty in raising funds to meet commitments associated withits financial liabilities.Liquidity requirements are monitored on a regular basis and management ensures that sufficient funds are available tomeet any commitments as they arise.6) Cash Flow RiskCash flow risk is the risk that future cash flows associated with monetary financial instruments will fluctuate.Cash flow requirements are monitored on a regular basis and management ensures that sufficient funds are available tomeet any commitments as they arise. The management of the Group believes that any possible fluctuations of future cash flowsassociated with monetary financial instruments will not have material impact on the Group's operations.Fair ValuesThe fair values of trade receivables and other current assets and trade and other payables are estimated to approximatecarrying value due to their short-term nature.The fair values of bank borrowings are considered to approximate their respective carrying values, since the initial ratesapplied to bank borrowings are updated periodically by the lender to reflect active market price quotations.32. SEGMENT INFORMATIONGeographical SegmentsInformation per geographical segments as of December 31, 2005 and 2004 are as follows:2005Domestic Foreign Elimination ConsolidatedRevenuesExternal Sales............................................................... 2,838 123,157 (6,853) 119,142Inter-segment Sales...................................................... 6,531 — (6,531) —Total Revenues ........................................................... 9,369 123,157 (13,384) 119,142Gross Profit................................................................. 3,455 38,183 (159) 41,479Total Assets................................................................. 106,922 193,743 (150,458) 150,207Total Liabilities .......................................................... 2,382 85,094 (16,768) 70,708

2004Domestic Foreign Elimination ConsolidatedRevenuesExternal Sales............................................................... 1,636 92,739 (4,082) 90,293Inter-segment Sales...................................................... 9,130 — (9,130) —Total Revenues ........................................................... 10,766 92,739 (13,212) 90,293Gross Profit................................................................. 2,787 28,332 (597) 30,522Total Assets................................................................. 107,514 125,234 (140,138) 92,610Total Liabilities .......................................................... 3,485 42,974 (10,483) 35,976Business SegmentsSales revenue by businesssegments2005 2004Soft drinks.................................................................................................................................................. 106,703 81,064Beer ............................................................................................................................................................ 11,820 9,045Service income........................................................................................................................................... 619 184Total........................................................................................................................................................... 119,142 90,29333. SUBSEQUENT EVENTSDue to a change in the tax legislation of Kyrgyzstan which has became valid in 2006, Bishkek CC will be subject tocorporate tax amounting to 10% of its taxable income.TCCBCJ has subsequently repaid the year-end balance of its credit facility from Citibank, amounting to USD 7,862.According to the same loan agreement with Citibank, as of March 2, 2006, TCCBCJ has increased its use of the credit to thelimit of the facility, USD 13,000.To the Board of Directors ofEfes Sınai Yatırım Holding A.Ş.:REPORT OF INDEPENDENT AUDITORSWe have audited the consolidated balance sheet of Efes Sınai Yatırım Holding A.Ş. (the Company) and its subsidiaries(together-the Group) as of December 31, 2004 and the related consolidated income, shareholders' equity and cash flowstatements for the year then ended, all expressed in U.S. Dollars. These financial statements are the responsibility of the Group'smanagement. Our responsibility is to express an opinion on these financial statements based on our audit.We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Anaudit also includes assessing the accounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the consolidated financial statements, present fairly, in all material respects, the financial position of theGroup as of December 31, 2004 and the results of its operations and its cash flows for the year then ended in accordance withInternational Financial Reporting Standards.We draw attention to the following matter:New Turkish Lira (YTL) amounts shown in the financial statements have been included solely for the convenience ofthe reader and are translated from U.S. Dollars, as a matter of arithmetic computation only, at the official YTL exchange rate forpurchases of U.S. Dollars announced by the Central Bank of the Republic of Turkey on December 31, 2004 of YTL1.3421 =USD1.00 (full). Such translation should not be construed as a representation that the USD amounts have been or could beconverted to YTL at this or any other rate./s/ Ernst & Young

March 15, 2005İstanbul, TurkeyEfes Sınai Yatırım Holding Anonim Şirketi and its subsidiaries CONSOLIDATED BALANCE SHEET As at December 31,2004 (Currency—Thousands of U.S. Dollars unless otherwise indicated, thousands of YTL) (amounts translated into YTL forconvenience purposes—see Note 2)2004(in thousandYTL) 20032003(in thousandYTL)Notes 2004ASSETSCurrent assetsCash and cash equivalents ........................................... 3 3,368 4,520 4,204 5,642Investments in securities.............................................. 4 285 382 228 306Trade receivables—net 5 3,351 4,497 2,578 3,460Due from related parties .............................................. 28 2,985 4,006 3,962 5,317Inventories—net........................................................... 6 14,642 19,651 8,573 11,506Other current assets...................................................... 7 2,075 2,785 2,655 3,563Total current assets.................................................... 26,706 35,841 22,200 29,794Non-current assetsGoodwill, net................................................................ 12 1,402 1,882 1,481 1,988Investment in associate ................................................ 8 2,281 3,061 2,615 3,510Investments .................................................................. 9 536 719 483 648Property, plant and equipment—net............................ 10 56,199 75,425 48,299 64,822Intangible assets-net..................................................... 11 804 1,079 792 1,063Deferred tax asset......................................................... 27 991 1,330 1,157 1,553Due from related parties .............................................. 28 2,405 3,228 3,339 4,481Other non-current assets .............................................. 2,277 3,056 475 637Total non-current assets............................................ 66,895 89,780 58,641 78,702Total assets.................................................................. 93,601 125,621 80,841 108,496LIABILITIES AND EQUITYCurrent liabilitiesTrade and other payables............................................. 13 9,708 13,029 6,660 8,938Due to related parties ................................................... 28 3,809 5,112 8,028 10,774Short-term loans........................................................... 14,31 9,614 12,903 7,333 9,842Current portion of long-term loans.............................. 14,31 7,372 9,894 1,886 2,531Income tax payable ...................................................... 26 — — 233 313Total current liabilities.............................................. 30,503 40,938 24,140 32,398Non-current liabilitiesLong-term loans—net of current portion .................... 14,31 2,653 3,561 4,989 6,696Employee termination benefits.................................... 15 94 126 86 115Deferred tax liability.................................................... 27 3,640 4,885 4,210 5,650Other non-current liabilities......................................... 77 103 61 83Total non-current liabilities 6,464 8,675 9,346 12,544Minority interest........................................................... 6,076 8,155 5,242 7,035EquityShare capital................................................................. 16 128,393 172,316 128,393 172,316Share premium............................................................. 241 323 241 323Accumulated deficit..................................................... 17 (78,076) (104,786) (86,521) (116,120)Total equity................................................................. 50,558 67,853 42,113 56,519Total liabilities and equity......................................... 93,601 125,621 80,841 108,496The accompanying policies and the explanatory notes on pages F-81 through F-107 form an integral part of the consolidatedfinancial statements.

Efes Sınai Yatırım Holding Anonim Şirketi and its subsidiariesCONSOLIDATED INCOME STATEMENTFor the year ended December 31, 2004(Currency—Thousands of U.S. Dollars unless otherwise indicated, thousands of YTL)(amounts translated into YTL for convenience purposes—see Note 2)Notes 20042004(in thousand YTL) 20032003(in thousand YTL)Sales ....................................... 28,32 90,293 121,182 58,564 78,599Cost of sales ........................... 19,24,25,28 (59,771) (80,219) (40,168) (53,909)Gross profit........................... 30,522 40,963 18,396 24,690Selling, distribution andmarketing expenses............. 20,24,25 (10,587) (14,209) (7,513) (10,083)General and administrationexpenses .............................. 21,24,25 (6,785) (9,106) (5,454) (7,320)Other operating expense—net 22, 28 (168) (225) (834) (1,119)Profit from operations......... 12,982 17,423 4,595 6,168Financial (expense) /income—net........................ 23,28 (54) (72) 59 79Loss from associates .............. 8 (334) (448) (212) (285)Translation loss ...................... (554) (744) (1,636) (2,196)Income before tax .................. 12,040 16,159 2,806 3,766Tax charge, net....................... 26,27 (2,459) (3,300) (1,854) (2,488)Income before minorityinterest................................ 9,581 12,859 952 1,278Minority interest..................... (1,136) (1,525) (458) (615)Net income ............................ 8,445 11,334 494 663The accompanying policies and explanatory notes on pages F-81 through F-107 form an integral part of the consolidatedfinancial statements.

Efes Sınai Yatırım Holding Anonim Şirketi and its subsidiariesCONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITYFor the year ended December 31, 2004(Currency—Thousands of U.S. Dollars unless otherwise indicated, thousands of YTL)(amounts translated into YTL for convenience purposes—see Note 2)ShareCapitalSharePremiumAccumulatedDeficit TotalBalance at January 1, 2004 ............................................................................... 128,393 241 (86,521) 42,113Net income ........................................................................................................ — — 8,445 8,445Balance at December 31, 2004....................................................................... 128,393 241 (78,076) 50,558(in thousand YTL)ShareCapitalSharePremiumAccumulatedDeficit TotalBalance at January 1, 2004 ............................................................................... 172,316 323 (116,120) 56,519Net income ........................................................................................................ — — 11,334 11,334Balance at December 31, 2004....................................................................... 172,316 323 (104,786) 67,853ShareCapitalSharePremiumAccumulatedDeficit TotalBalance at January 1, 2003 ............................................................................... 128,393 241 (87,015) 41,619Net income ........................................................................................................ — — 494 494Balance at December 31, 2003......................................................................... 128,393 241 (86,521) 42,113(in thousand YTL)ShareCapitalSharePremiumAccumulatedDeficit TotalBalance at January 1, 2003 ............................................................................... 172,316 323 (116,783) 55,856Net income ........................................................................................................ — — 663 663Balance at December 31, 2003......................................................................... 172,316 323 (116,120) 56,519The accompanying policies and explanatory notes on pages F-81 through F-107 form an integral part of the consolidatedfinancial statements.

Efes Sınai Yatırım Holding Anonim Şirketi and its subsidiariesCONSOLIDATED CASH FLOW STATEMENTFor the year ended December 31, 2004(Currency—Thousands of U.S. Dollars unless otherwise indicated, thousands of YTL)(amounts translated into YTL for convenience purposes—see Note 2)2004(in thousandYTL) 20032003(in thousandYTL)2004Cash flows from operating activitiesNet income before minority interest and tax charge .................. 12,040 16,159 2,806 3,766Adjustments for:Depreciation and amortization (including amortization ofgoodwill) .................................................................................. 5,013 6,728 4,425 5,939Impairment in property, plant and equipment............................ 298 400 108 145Loss related to sale of property, plant and equipment ............... 48 64 30 40Impairment in investments ......................................................... (53) (71) 52 70Provision for bad debt................................................................. (249) (334) 221 297Provision for litigation................................................................ (88) (118) 136 183Provision for other receivables................................................... 80 107 — —Provision for employee termination benefits ............................. 8 11 16 21Provision for inventory ............................................................... 320 429 — —Interest expense........................................................................... 398 534 545 731Loss from associates ................................................................... 334 448 212 285Operating profit before changes in operating assets andliabilities .................................................................................. 18,149 24,357 8,551 11,477Net (increase)/decrease in trade receivables and due fromrelated parties ........................................................................... 1,387 1,861 (698) (937)Net increase in inventories.......................................................... (6,389) (8,575) (1,807) (2,425)Net change in other assets and liabilities.................................... (1,286) (1,726) (1,481) (1,988)Net increase/(decrease) in trade payables and due to relatedparties ....................................................................................... (1,083) (1,453) 2,598 3,487Taxes paid ................................................................................... (3,096) (4,155) (1,171) (1,572)Net cash provided by operating activities .............................. 7,682 10,309 5,992 8,042Cash flows from investing activitiesPurchase of property, plant and equipment and intangibleassets......................................................................................... (13,292) (17,839) (2,404) (3,226)Proceeds from sale of property, plant and equipment andbuildings................................................................................... 221 297 818 1,098Capital increase of subsidiaries by minority shareholders......... (121) (162) (117) (157)Change in investment in associate.............................................. — — (474) (636)Payments to acquire minority interests ...................................... (302) (405) (1,148) (1,541)Net cash used in investing activities........................................ (13,494) (18,109) (3,325) (4,462)Cash flows from financing activitiesShort-term loans borrowed ......................................................... 2,698 3,621 5,180 6,952Long-term loans borrowed ......................................................... 4,403 5,909 371 498Repayment of short-term loans .................................................. (395) (530) (5,483) (7,359)Repayment of long-term loans ................................................... (1,285) (1,725) (1,642) (2,204)Interest paid................................................................................. (388) (521) (527) (707)Net cash provided by / (used in) financing activities ............ 5,033 6,754 (2,101) (2,820)Net increase/(decrease) in cash and cash equivalents........... (779) (1,046) 566 760Cash and cash equivalents at beginning of the year............. 4,432 5,948 3,866 5,188Cash and cash equivalents at end of the year........................ 3,653 4,902 4,432 5,948The accompanying policies and explanatory notes on pages F-81 through F-107 form an integral part of the consolidatedfinancial statements.

1. CORPORATE INFORMATIONGeneralEfes Sınai Yatırım Holding Anonim Şirketi and its subsidiariesNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2004(Currency—Thousands of U.S. Dollars unless otherwise indicated)Efes Sınai Yatırım Holding A.Ş. (the Company) was established on December 13, 1993. Shares of the Company arecurrently traded on Istanbul Stock Exchange and the London Stock Exchange. The Company has its statutory seat and itsprincipal place of business at Esentepe Mahallesi Anadolu Cad. No:1 Kartal, İstanbul, Turkey.The Group is the Company and its subsidiaries.The ultimate parent of the Company is Anadolu Efes Biracılık ve Malt Sanayii Anonim Şirketi (Anadolu Efes).Anadolu Efes is a Turkish Corporation, which was established in İstanbul in 1966. The operations of Anadolu Efes consist ofproduction of beer and raw materials. Certain shares of Anadolu Efes are listed on the İstanbul Stock Exchange.Nature of Activities of the GroupThe operations of the Group consist of production, bottling, distribution and selling of Coca-Cola products anddistribution of Efes products. The Group owns and operates three factories in countries other than Turkey, in addition the Grouphas minority stake over a bottling plant in Turkmenistan.List of SubsidiariesThe subsidiaries of the Company as of December 31, 2004 and December 31, 2003 were as follows:J.V. Coca Cola AlmatyBottlers Limited LiabilityPartnership (Almaty CC)Azerbaijan Coca-Cola BottlersLLC (Azerbaijan CC)Coca Cola Bishkek BottlersClosed Joint Stock Company(Bishkek CC)Efes Invest Holland BV (EfesPlace ofIncorporationKazakhstanAzerbaijanKyrgyzstanPrincipalActivitiesEffective EffectiveShareholding Shareholdingand Voting and VotingRights % Rights %2004 2003Production, bottling,distribution and selling ofCoca-Cola and distribution ofEfes products 87.54 86.40Production, bottling,distribution and selling ofCoca Cola products 89.90 89.90Production, bottling,distribution and selling ofCoca-Cola and distribution ofEfes products 90.00 90.00Invest Holland) Netherlands Holding Company 100.00 100.00Rostov Beverage C.J.S.C.(Rostov)Russian FederationCeased production in 2000 andleased its plant to ZAOMoscow Efes Brewery 100.00 100.00ACCB Limited LiabilityPartnership (ACCB)(*) Kazakhstan In liquidation process 100.00 100.00Tonus Closed Joint Stock Co.(Tonus) Kazakhstan Holding company 92.95 89.67Coca Cola Kuban BottlersA.O. (Kuban) Russian Federation Dormant company 100.00 100.00Efes Sınai Dış Ticaret A. Ş.(Efes Sınai Dış Ticaret)(Formerly known as HSTTurkeyForeign trade company locatedin Tuzla Free Zone 99.00 —

Dış Ticaret Ltd. Şti.)(*) The liquidation process of ACCB started on March 26, 2004 with an official announcement of the liquidation.Change in Group StructureAcquisitions—On May 17, 2004, the Company acquired 99% shares of HST for USD 8 and as a result of this transaction, goodwillamounting to USD 6 is reflected in the financial statements. In October 2004, the name of HST is changed to Efes Sınai DışTicaret A.Ş.—The Company's effective shareholding at Almaty CC has increased as Efes Invest Holland purchased 0.93% of shares inAlmaty CC from a third party for USD 311. With respect to this transaction, USD 114 of goodwill is reflected in the financialstatements.—The Group's effective shareholding at Tonus increased as the Group acquired 3.28% of the shares of Tonus for USD 20,which resulted in a negative goodwill amounting to USD 42, which is written off and charged to income statement.Environments and Economic Conditions of SubsidiariesThe countries, in which certain consolidated subsidiaries are operating, have undergone substantial political andeconomical changes in the recent years. These countries do not possess well-developed business infrastructures and accordinglythe operations in such countries might carry risks, which are not typically associated with those in more developed markets.Uncertainties regarding the political, legal, tax and/or regulatory environment, including the potential for adverse changes in anyof these factors, could significantly affect the subsidiaries' ability to operate commercially.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESThe principal accounting policies adopted in preparing the consolidated financial statements of the Group are asfollows:GeneralThe consolidated financial statements of the Group have been prepared in accordance with International FinancialReporting Standards (IFRS), which comprise standards and interpretations approved by the International Accounting StandardsBoard (IASB) and International Accounting Standards and Standing Interpretations Committee (SIC) interpretations approvedby the International Accounting Standards Committee (IASC) that remain in effect. The consolidated financial statements havebeen prepared on the historical cost convention.Basis of PreparationThe Company maintains its books of account and prepares its statutory financial statements ("statutory financialstatements") in accordance with the Turkish Commercial Code and Tax Legislation and the Uniform Chart of Accounts issuedby the Ministry of Finance. The foreign subsidiaries maintain their books of account and prepare their statutory financialstatements in their local currencies and in accordance with the regulations of the countries in which they operate. Theconsolidated financial statements have been prepared from statutory financial statements of the Company and its subsidiariesand are presented in accordance with IFRS in U.S. Dollars with adjustments and certain reclassifications for the purpose of fairpresentation in accordance with IFRS. Such adjustments mainly comprise accounting for consolidation, accounting for financialinstruments in accordance with IAS 39, employee termination benefits, accounting for income accruals and deferred taxation ontemporary differences.Reclassification on 2003 Financial StatementsThe Group has made certain reclassifications in the consolidated financial statements as of December 31, 2003 to beconsistent with the current year presentation.Functional Currency, Reporting Currency and Translation Methodology

The functional and reporting currency of the Group is U.S. dollars. Because of the international nature of the Group'sactivities and the fact that the Group transacts more of its business in U.S. dollars than in any other currency, the financialstatements are prepared in U.S. dollars.Functional Currency of the CompanyAs a result of a long period of high inflation, the Turkish Lira (TL) has ended up in large denominations, creatingdifficulty in expressing and recording transactions. A new law was enacted in January 31, 2004 to introduce Yeni Türk Lirası(New Turkish Lira, YTL), the new currency unit for the Republic of Turkey. Conversion rate for TL against YTL is fixed atYTL 1 to TL 1,000,000 through out the period until complete phase-out of TL. Accordingly the consolidated financialstatements of the Group as of December 31, 2004 is YTL and comparative figures for the prior year(s) have also been presentedin YTL for convenience purposes, using the conversion rate of TL 1,000,000 / YTL=1,00.The local currency of the Company is YTL. The management of the Company considers that the functional currency isU.S. dollars and it reflects the economic substance of the underlying events and circumstances of the Company, mainly due tothe following reasons:• Sale prices for goods and services are denominated in U.S. dollars,• Contributions to the capital of the subsidiaries are denominated in U.S. dollars.Since the functional currency of the Company is determined as U.S. dollars, the financial statements are remeasured inU.S. dollars in accordance with IAS 21.New Turkish Lira amounts shown in the financial statements have been included solely for the convenience of thereader and are translated from U.S. Dollars, as a matter of arithmetic computation only, at the official YTL exchange rate forpurchases of U.S. Dollars announced by the Central Bank of the Republic of Turkey on December 31, 2004 of YTL1.3421 =USD1.00 (full). Such translation should not be construed as a representation that the USD amounts have been or could beconverted to YTL at this or any other rate.Functional Currencies of the SubsidiariesDecember 31, 2004 December 31, 2003Local Currency Functional Currency Functional CurrencyAzerbaijan CC........................................ Manat USD USDKuban ..................................................... Ruble USD USDAlmaty CC ............................................. Kazakh Tenge USD USDBishkek CC ............................................ Som USD USDRostov .................................................... Ruble USD USDACCB..................................................... Kazakh Tenge USD USDEfes Invest Holland................................ Euro USD USDTonus...................................................... Kazakh Tenge USD USDEfes Sınai Dış Ticaret ............................ New Turkish Lira USD —The majority of the foreign consolidated subsidiaries are regarded as foreign entities since they are financially,economically and organizationally autonomous.Basis of ConsolidationThe consolidated financial statements comprise the financial statements of the Company and its subsidiaries preparedas of the same date.Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidatedfrom the date on which control is transferred out of the Group.The consolidated financial statements of the Group include Efes Sınai and the companies, which it controls. Thiscontrol is normally evidenced when the Group owns, either directly or indirectly, more than 50% of the voting rights of acompany's share capital and is able to govern the financial and operating policies of an enterprise so as to benefit from its

activities. The equity and net income attributable to minority shareholders' interests are shown separately in the balance sheetsand income statements, respectively.Intercompany balances and transactions, including intercompany profits and unrealized profits and losses areeliminated. Consolidated financial statements are prepared using uniform accounting policies for like transactions and otherevents in similar circumstances.The purchase method of accounting is used for acquired businesses. Subsidiaries acquired or disposed of during theyear are included in the consolidated financial statements from the date of acquisition or to the date of disposal.As the construction at ACCB is ceased in 2003, Group Management discontinued to consolidate ACCB's financialstatements to the Group's financial statements as of December 31, 2003 and therefore ACCB is carried at cost. Furthermore theliquidation process of ACCB started on March 26, 2004 with an official announcement of the liquidation. In addition, as Kubanis a dormant company as of December 31, 2004 and 2003, the Group Management discontinued to consolidate Kuban'sfinancials to the Group's financial statements as of December 31, 2003.Investment in AssociateThe Group's investments in associates are accounted for under the equity method of accounting. The investments inassociates are carried in the balance sheet at cost plus post-acquisition changes in the Group's share of net assets of theassociates, less any impairment in value. The income statement reflects the Group's share of the results of operations of theassociates.InvestmentsAll investments are initially carried at cost, being the fair value of the consideration given and including acquisitioncharges associated with the investment.Investments classified as available-for-sale investments, that do not have a quoted market price in an active market andwhose fair value cannot be reliably measured by alternative valuation methods, are measured at cost. The carrying amounts ofsuch investments are reviewed at each balance sheet date for impairment.All regular way purchases and sales of financial assets are recognized on the trade date i.e. the date that the Groupcommits to purchase or to sell the asset. Regular way purchases or sales are purchases or sales of financial assets that requiredelivery of assets within the time frame generally established by regulation or convention in the market place.OffsettingFinancial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legallyenforceable right to set off the recognized amounts and there is an intention to settle on a net basis or realize the asset and settlethe liability simultaneously.Use of EstimatesThe preparation of the financial statements in conformity with IFRS requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dateof the balance sheet. Actual results may vary from the current estimates. These estimates are reviewed periodically, and, asadjustments become necessary, they are reported in earnings in the periods in which they become known.Cash and Cash EquivalentsFor the purposes of the consolidated cash flow statement, cash and cash equivalents comprise cash at bank and on handand short-term deposits with an original maturity of three months or less.Trade and Other ReceivablesTrade receivables are recognized at original invoice amount and carried at amortized cost less an allowance for anyuncollectable amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Baddebts are written off when identified.

Recognition and Derecognition of Financial InstrumentsThe Group recognizes a financial asset or financial liability in its balance sheet when and only when it becomes a partyto the contractual provisions of the instrument. The Group derecognizes a financial asset or a portion of financial asset when andonly when it loses control of the contractual rights that comprise the financial asset or a portion of the financial asset. The Groupderecognizes a financial liability when and only when a liability is extinguished that is when the obligation specified in thecontract is discharged, cancelled and expired.InventoriesInventories are valued at the lower of cost and net realizable value. Costs are accounted for on a weighted average basisand include expenditure incurred in acquiring inventories and bringing them to their existing location and condition. The cost offinished goods includes an appropriate share of production overheads based on normal operating capacity. Unrealizableinventory has been fully written off.Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs ofcompletion and estimated costs necessary to make the sale.The Group accounts for returnable bottles and other containers in inventory and provides a reserve for these bottles andcontainers to bring them to their actual values. The Group sells its products also in non-returnable bottles.Property, Plant and EquipmentProperty, plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Land is notdepreciated.Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:Buildings ....................................................................................................................................................Machinery and equipment .........................................................................................................................Furniture and fixtures.................................................................................................................................Motor vehicles ...........................................................................................................................................Beverage coolers........................................................................................................................................25 - 40 years15 years5 years10 years10 yearsThe carrying values of property, plant and equipment are reviewed for impairment when events or changes incircumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying valuesexceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount. Therecoverable amount of property, plant and equipment is the greater of net selling price and value in use. In assessing value inuse, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current marketassessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independentcash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment lossesare recognized in the income statement.LeasesFinance LeaseThe Group as LessorThe Group presents leased assets as a receivable equal to the net investment in the lease. Finance income is based on apattern reflecting a constant periodic rate of return on the net investment outstanding. Initial direct costs are recognizedimmediately as expenses.Operating LeaseThe Group as Lessor

The Group presents assets subject to operating leases in the balance sheets according to the nature of the asset. Leaseincome from operating leases is recognized in income on a straight-line basis over the lease term. The aggregate cost ofincentives provided to lessees is recognized as a reduction of rental income over the lease term on a straight-line basis. Initialdirect costs incurred specifically to earn revenues from an operating lease are recognized as an expense in the statements ofincome in the period in which they are incurred.The Group as LesseeLeases of assets under which substantially all the risks and rewards of ownership are effectively retained by the lessorare classified as operating leases. Lease payments under an operating lease are recognized as an expense on a straight-line basisover the lease term. The aggregate benefit of incentives provided by the lessor is recognized as a reduction of rental expenseover the lease term on a straight-line basis.Intangible AssetsIntangible assets acquired separately from a business are capitalized at cost. Intangible assets acquired as part of anacquisition of a business are capitalized separately from goodwill if the fair value can be measured reliably on initial recognition,subject to the constraint that, unless the asset has a readily ascertainable market value, the fair value is limited to an amount thatdoes not create or increase any negative goodwill arising on the acquisition. Intangible assets, excluding development costs,created within the business are not capitalized and expenditure is charged against profits in the year in which it is incurred.Intangible assets are amortized on a straight-line basis over the best estimate of their useful lives.The carrying values of intangible assets are reviewed for impairment when events or changes in circumstances indicatethat the carrying value may not be recoverable.GoodwillIntangible assets were comprised of land rights and software that are amortized on a straight-line basis over 5 years.Goodwill represents the excess of the cost of the acquisition over the fair value of identifiable net assets of a subsidiaryat the date of acquisition. Goodwill is amortised on a straight-line basis over its useful economic life between 5-10 years. It isreviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.Goodwill is stated at cost less accumulated amortization and any impairment in value.Negative goodwill arises where the fair value of assets acquired exceeds the cost of the acquisition. Negative goodwillis amortised on a straight-line basis over its useful economic life between 5-10 years.BorrowingsAll borrowings are initially recognized at cost, being the fair value of the consideration received net of issue costsassociated with the borrowing.After initial recognition, borrowings are subsequently measured at amortized cost using the effective interest ratemethod. Amortized cost is calculated by taking into account any issue costs, and any discount or premium on settlement.Gains and losses are recognized in net profit or loss when the liabilities are derecognized, as well as through theamortization process.Borrowing CostsBorrowing costs are generally expensed as incurred. Borrowing costs are capitalized if they are directly attributable tothe acquisition, construction or production of a qualifying asset. Capitalization of borrowing costs commences when theactivities to prepare the asset are in progress and expenditures and borrowing costs are being incurred. Borrowing costs arecapitalized until the assets are substantially ready for their intended use. Borrowing costs include interest charges and other costsincurred in connection with the borrowing of funds.Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, itis probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliableestimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions aredetermined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the timevalue of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provisiondue to the passage of time is recognized as an interest expense.Employee Termination BenefitsIn accordance with existing social legislation, the Company is required to make lump-sum termination indemnities toeach employee who has completed one year of service with the Company and whose employment is terminated due toretirement or for reasons other than resignation or misconduct.In the consolidated financial statements, the Group has reflected a liability calculated using the Projected Unit CreditMethod and based upon estimated inflation rates and factors derived using the Group's experience of personnel terminating theirservices and being eligible to receive such benefits and discounted by using the current market yield at the balance sheet date ongovernment bonds.There are no accumulated obligations related to employee termination benefits for the subsidiaries of the Companyoperating outside Turkey. Azerbaijan CC contributes to the Azerbaijan Republic state pension and social insurance funds. Thesecontributions are expensed as incurred. Bishkek CC contributes to the Kyrgyz state pension, social insurance, medical insurance,and unemployment funds on behalf of its employees. Bishkek CC's contributions amount to approximately 33% (2003 - 33%) ofemployees' salaries and are expensed as incurred. Bishkek CC has no other program or obligation for payment of post retirementbenefits to its employees.Almaty CC pays 21% of gross income as social insurance taxes to the Government of Republic of Kazakhstan, whichrepresent its contribution to the post retirement benefits of its employees. Almaty CC also withholds and contributes 10% of thesalary of its employees as the employees' contribution to their designated pension funds. Under the legislation, employees areresponsible for their retirement benefits and Almaty CC has no present or future obligation to pay its employees upon theirretirement. Almaty CC has no other program or obligation for payment of post retirement benefits to its employees.Revenue RecognitionRevenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and therevenue can be reliably measured. Revenues are stated net of discounts, value added and sales taxes. The following specificrecognition criteria must also be met before revenue is recognized:Sale of GoodsRevenue is recognized when the significant risks and rewards of ownership of the goods have passed to the buyer andthe amount of revenue can be measured reliably.InterestRevenue is recognized as the interest accrues.Foreign Currency TranslationEach entity within the Group translates its foreign currency transactions and balances into its functional currency byapplying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the dateof the transaction. Exchange rate differences arising on the settlement of monetary items or on reporting monetary items at ratesdifferent from those at which they were initially recorded during the period or reported in previous financial statements arerecognized in the income statement in the period in which they arise.Income TaxesTax expense / (income) is the aggregate amount included in the determination of net profit or loss for the period inrespect of current and deferred tax.

Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet datebetween the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income taxliabilities are recognized for all taxable temporary differences:• except where the deferred income tax liability arises from goodwill amortization or the initial recognition of anasset or liability in a transaction that is not a business combination and, at the time of the transaction, affectsneither the accounting profit nor taxable profit or loss; and• in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests injoint ventures, except where the timing of the reversal of the temporary difference can be controlled and it isprobable that the temporary difference will not reverse in the foreseeable future.Deferred income tax assets are recognized for all deductible temporary differences, carry-forward of unused tax assetsand unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporarydifferences, carry-forward of unused tax assets and unused tax losses can be utilized:• except where the deferred income tax asset relating to the deductible temporary difference arises from the initialrecognition of an asset or liability in a transaction that is not a business combination and, at the time of thetransaction, affects neither the accounting profit nor taxable profit or loss; and• in respect of deductible temporary differences associated with investments in subsidiaries, associates and interestsin joint ventures, deferred tax assets are only recognized to the extent that it is probable that the temporarydifferences will reverse in the foreseeable future and taxable profit will be available against which the temporarydifference can be utilized.The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent thatit is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to beutilized.Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when theasset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at thebalance sheet date.Deferred income taxes as required by IAS 12 are not provided for Turkmenistan Coca-Cola Bottlers Ltd.(Turkmenistan CC), an investment in associate, due to the general uncertainties in Turkmenistan regarding the taxation matters.Such uncertainties make it difficult to identify the tax consequences of the transactions and other events accounted in thefinancial statements and also the recovery and settlement effects of temporary differences.Segment InformationThe Group is engaged in production, marketing and distribution of soft drink beverages and distribution of beer. TheGroup companies have similar economic and political conditions and therefore are subject to similar risks and returns. Financialinformation on geographical and business segments is presented in Note 32.ContingenciesContingent liabilities are not recognized in the financial statements, they are disclosed unless the possibility of anoutflow of resources embodying economic benefits is probable.A contingent asset is not recognized in the financial statements but disclosed when an inflow of economic benefits isprobable.3. CASH AND CASH EQUIVALENTSEfes Sınai Yatırım Holding Anonim Şirketi and its subsidiariesNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2004(Currency—Thousands of U.S. Dollars unless otherwise indicated)

2004 2003Cash on hand...................................................................................................................................................... 44 44Cash in banks ..................................................................................................................................................... 3,324 4,160Total ................................................................................................................................................................... 3,368 4,2044. INVESTMENTS IN SECURITIES2004 2003Investment funds..................................................................................................................................................... 285 228Total ........................................................................................................................................................................ 285 228Investment funds held were issued by Alternatifbank A.Ş. and are valued at their market value at balance sheet date.5. TRADE RECEIVABLES2004 2003Accounts Receivable............................................................................................................................... 6,230 5,706Less: Provision for doubtful accounts .................................................................................................... (2,879) (3,128)Total ........................................................................................................................................................ 3,351 2,5786. INVENTORIES2004 2003Raw materials............................................................................................................................................. 3,085 1,960Finished goods ........................................................................................................................................... 1,841 1,888Bottles and cases........................................................................................................................................ 8,249 6,122Packaging materials ................................................................................................................................... 2,572 1,036Chemicals................................................................................................................................................... 2,345 1,310Reserve for obsolescence........................................................................................................................... (643) (488)Reserve for bottles and cases..................................................................................................................... (4,284) (4,119)Goods in transit .......................................................................................................................................... 950 515Advertising and sales promotion materials ............................................................................................... 527 227Others ......................................................................................................................................................... — 122Total ........................................................................................................................................................... 14,642 8,573As of December 31, 2004, inventories totaling USD 2,065 (2003—USD 2,082) were pledged as security for certain ofthe Group's borrowings.7. OTHER CURRENT ASSETS2004 2003Receivable from personnel ................................................................................................................................ 51 21Prepaid taxes and expenses................................................................................................................................ 260 119Advances to vendors.......................................................................................................................................... 573 1,372VAT receivable.................................................................................................................................................. 812 542Income accrual................................................................................................................................................... 72 243Other current assets and receivables.................................................................................................................. 307 358Total ................................................................................................................................................................... 2,075 2,6558. INVESTMENT IN ASSOCIATEEntityTurkmenistan CC...Country ofBusinessCarryingValueDecember 31, 2004 December 31, 2003Ownership Group'sOwnershipInterest share Carrying Interest(%) of loss Value (%)Group'sshareof lossPrinciple ActivitiesProduction, bottling,distribution and sellingof Coca-Cola products Turkmenistan 2,281 33.25 (334) 2,615 33.25 (212)9. INVESTMENTS

2004 2003ACCB................................................................................................................................................................. 550 550Kuban ................................................................................................................................................................. 375 375Less impairment for ACCB and Kuban (*) ......................................................................................................... (389) (442)536 483(*) Refer to Note 2.10. PROPERTY, PLANT AND EQUIPMENTLand andLandImprovementsBuildingsMachineryandEquipmentMotorVehiclesFurnitureandFixturesBeverageCoolersandOtherFixedAssetsConstructionin ProgressCostAt January 1 ..................... 135 17,791 34,002 8,067 2,241 10,000 525 72,761 71,739Change in consolidationscope.............................. — — — — — — — — (677)Additions.......................... 328 653 2,031 949 287 1,794 7,208 13,250 2,403Disposals .......................... — — (1) (826) (437) (47) (7) (1,318) (704)Transfer ............................ — 541 2,117 6 — — (2,664) — —Impairment....................... — — (449) (63) — (812) — (1,324) (1,026)At December 31 ............... 463 18,985 37,700 8,133 2,091 10,935 5,062 83,369 71,735AccumulatedDepreciationAt January 1 .....................Change in consolidation— (2,675) (7,497) (5,168) (2,084) (6,012) —2004Total(23,436)2003Total(19,749)scope.............................. — — — — — — — — 14Depreciation charge forthe year .......................... — (484) (1,997) (906) (214) (1,182) — (4,783) (4,220)Disposals .......................... — — 1 567 441 40 — 1,049 519(27,170 (23,436At December 31 ............... — (3,159) (9,493) (5,507) (1,857) (7,154) — ) )Net Book Value............... 463 15,826 28,207 2,626 234 3,781 5,062 56,199 48,299As of December 31, 2004, the gross carrying amounts of fully depreciated property, plant and equipment amounted toUSD 4,934 (December 31, 2003—USD 3,625).As of December 31, 2004, certain items of property, plant and equipment with a total net book value of USD 2,938were pledged as security for the supply of concentrate agreement with Varoise de Concentres S.A., a related party(December 31, 2003—USD 3,438).As of December 31, 2004 and 2003, the property, plant and equipment are stated net of the impairment provisionamounting to USD 1,324 and USD 1,026, respectively. At December 31, 2004 and 2003, the provision consisted of thefollowing:2004 2003Coolers .................................................................................................................................................... (812) (762)Vehicles................................................................................................................................................... (63) (264)Machinery and equipment ...................................................................................................................... (449) —(1,324) (1,026)The movements in the provision for impairment were as follows for the years ended December 31:2004 2003

Provision for impairment at the beginning of year ................................................................................ (1,026) (918)Charge for the year.................................................................................................................................. (599) (108)Write-off.................................................................................................................................................. 301 —Provision for impairment at the end of year........................................................................................... (1,324) (1,026)11. INTANGIBLE ASSETSAs of December 31, 2004 and 2003, intangible assets consist of rights and other intangible assets.CostAt January 1 ....................................................................................................................................................... 993 1,173Additions............................................................................................................................................................ 42 1Disposals ............................................................................................................................................................ — (181)At December 31................................................................................................................................................ 1,035 993Accumulated amortization and impairment lossesAt January 1 ....................................................................................................................................................... (201) (354)Amortization for the year................................................................................................................................... (30) (28)Disposals ............................................................................................................................................................ — 181At December 31................................................................................................................................................ (231) (201)Net book value.................................................................................................................................................. 804 79212. GOODWILL2004 2003CostAt January 1 ............................................................................................................................................ 3,048 2,931Additions (Note 2) .................................................................................................................................. 121 117At December 31..................................................................................................................................... 3,169 3,048Accumulated amortization and impairment lossesAt January 1 ............................................................................................................................................ (1,567) (1,390)Amortization for the year........................................................................................................................ (200) (177)At December 31..................................................................................................................................... (1,767) (1,567)Net book value....................................................................................................................................... 1,402 1,481Goodwill is amortized over 5 - 10 years.13. TRADE AND OTHER PAYABLES2004 2003Trade accounts payable...................................................................................................................................... 7,773 4,402Due to personnel ................................................................................................................................................ 695 962Taxes and dues payable ..................................................................................................................................... 887 578Advances received ............................................................................................................................................. 42 141Social security premiums payable..................................................................................................................... 14 12Accrued costs ..................................................................................................................................................... 27 100Other accruals and liabilities ............................................................................................................................. 74 200VAT payable...................................................................................................................................................... 196 265Total ................................................................................................................................................................... 9,708 6,66014. BORROWINGS2004 2003Short-term borrowings................................................................................................................................. 9,614 7,333Current portion of long-term borrowings.................................................................................................... 7,372 1,886Total short-term borrowings........................................................................................................................ 16,986 9,219Long-term borrowings................................................................................................................................. 2,653 4,989Total borrowings.......................................................................................................................................... 19,639 14,2082004Total2003Total

The effective interest rates at the balance sheet date are as follows:2004 2003BorrowingsLong-termUSD denominated borrowings ............................................................... 4% - Libor+3.75% 4% - Libor+3.75%Short-termUSD denominated borrowings ............................................................... 1% - 7% 1% - 8%Repayments of long-term borrowings are scheduled as follows:2004 20032004................................................................................................................................................................. — 1,8862005................................................................................................................................................................. 7,372 4,7682006................................................................................................................................................................. 142 111Thereafter ........................................................................................................................................................ 2,511 11010,025 6,87515. EMPLOYEE TERMINATION BENEFITS2004 2003At January 1 ............................................................................................................................................................ 86 70Interest cost ............................................................................................................................................................. 13 17Charge for the year.................................................................................................................................................. (9) (1)Monetary loss.......................................................................................................................................................... 4 —At December 31 ...................................................................................................................................................... 94 86In accordance with existing social legislation, the Company and its subsidiaries incorporated in Turkey are required tomake lump-sum payments to employees whose employment is terminated due to retirement or for reasons other than resignationor misconduct. Such payments are calculated on the basis of 30 days' pay (limited to a maximum of YTL 1,575 and YTL 1,394at December 31, 2004 and 2003 respectively) per year of employment at the rate of pay applicable at the date of retirement ortermination. For the companies established in Turkey, as of December 31, 2004 and 2003, the Group reflected a liabilitycalculated using the Projected Unit Credit Method and based upon factors derived using their experience of personnelterminating their services and being eligible to receive retirement pay and discounted by using the current market yield at thebalance sheet date on government bonds.The principal actuarial assumptions used at the balance sheet dates are as follows:2004 2003Discount rate ........................................................................................................................................................... 16% 25%Expected rates of salary/limit increases ................................................................................................................. 10% 18%16. SHARE CAPITAL20042003Number of sharesNumber of sharesCommon shares, 0.001 YTL, par value Authorized ............................ 26,699,400,000 26,699,400,000As at December 31, 2004 and 2003 the composition of shareholders can be summarized as follows:2004 2003Amount Percentage Amount PercentageAnadolu Efes........................................................................... 66,610 51.88% 66,610 51.88%Publicly traded ........................................................................ 61,770 48.11% 61,770 48.11%Anadolu Endüstri Holding A.Ş............................................... 13 0.01% 13 0.01%128,393 100.00% 128,393 100.00%17. LEGAL RESERVES AND STATUTORY ACCUMULATED DEFICIT

Legal ReservesThe legal reserves consist of first and second legal reserves in accordance with the Turkish Commercial Code (TCC).The first legal reserve is appropriated out of the statutory profits at the rate of 5%, until the total reserve reaches a maximum of20% of the Company's restated share capital. The second legal reserve is appropriated at the rate of 10% of all distributions inexcess of 5% of the Company's restated share capital.As required by the Capital Markets Board (CMB) Communiqué Serial XI, No: 25 "Communiqué for the AccountingStandards in Capital Markets"; beginning from the year 2003 profits, the net profit in the financial statements which are preparedin accordance with International Financial Reporting Standards will be taken as the base for dividend appropriation.Publicly held companies perform their dividend appropriation in accordance with CMB regulations as follows:The amount resulting from the first balancing transaction of inflation adjusted financial statements according to theCommuniqué Serial: XI, No: 25 Paragraph Fifteen, article 399 and booked in"accumulated deficit" has to be considered as adeductible amount when computing the distributable profit from the inflation adjusted financial statements regarding dividendappropriation according to CMB regulations. In addition to this, "accumulated deficit" amount can be netted off from the currentyear profit, if exists and retained earnings, also the remaining deficit can be deducted from the extraordinary reserves, legalreserves, and reserves arising from the restatement of equity accounts, respectively.Regarding the profit resulting from 2004 operations resulted from the financial statements prepared in accordance withthe Communiqué Serial: XI No: 25 or IFRS, dividend distribution of at least 30% (2003—20%) of the distributable profit isobligatory. This distribution will be performed in cash, or as non paid-up stocks amounting not less than 30% of the distributableincome, or as a combination of cash and non-paid up stocks with certain portions cash depending on the decisions of thecompanies' general assemblies. Distributable profit can't exceed the amount that is calculated according to the TurkishCommercial Code and Tax Procedural Law.The statutory accumulated profits and statutory current year profit are available for distribution, subject to the reserverequirements referred to above.As of December 31, 2004 and 2003, breakdown of total equity of the Company is as follows:HistoricNominalAmount2004 2003EquityTranslationDifferences Total TotalLegal reserves ........................................................................... 100 272 372 372Extraordinary reserves .............................................................. 1,006 2,271 3,277 3,277Reserves.................................................................................... 1,106 2,543 3,649 3,649Share Capital............................................................................. 19,894 108,499 128,393 128,393Share Premium.......................................................................... 89 152 241 241Accumulated deficit.................................................................. (90,170) (90,664)Net income ................................................................................ 8,445 494Total .......................................................................................... 50,558 42,113Equity balances are stated with Turkish Lira values in the statutory books of the Company and the historic nominalamount represents the translated values of equity balances with the December 31, 2004 exchange rates.18. EARNINGS PER SHAREBasic earnings per share (EPS) is calculated by dividing the net profit for the year attributable to ordinary shareholdersby the weighted average number of ordinary shares outstanding during the year.The following reflects the income and share data used in the basic earnings per share computation:2004 2003Net profit attributable to ordinary shareholders (full USD)............................. 0.000316 0.0000192004 2003Weighted average number of ordinary shares.................................................. 26,699,400,000 26,699,400,000

There have been no other transactions involving ordinary shares or potential ordinary shares since the financialstatements preparation date and before the completion of these financial statements.19. COST OF SALES2004 2003Raw materials consumed ............................................................................................................................. 39,538 27,138Direct labor attributable to production ........................................................................................................ 1,617 1,239Production overheads................................................................................................................................... 1,609 1,083Depreciation of production facilities........................................................................................................... 2,384 2,137Change in finished goods inventories ......................................................................................................... (47) 1,113Cost of merchandises sold ........................................................................................................................... 14,670 7,458Total ............................................................................................................................................................. 59,771 40,16820. SELLING, DISTRIBUTION AND MARKETING EXPENSES2004 2003Reimbursement from the Coca-Cola Export Companies related to selling, distribution and marketingexpenses .................................................................................................................................................. (1,930) (1,195)Wages and salaries..................................................................................................................................... 3,548 2,773Transportation, customs and insurance ..................................................................................................... 2,355 1,161Advertising................................................................................................................................................. 2,966 1,583Depreciation and amortization................................................................................................................... 2,151 1,852Maintenance............................................................................................................................................... 404 406Travel ......................................................................................................................................................... 59 53Rent ............................................................................................................................................................ 258 190Energy, fuel, and water.............................................................................................................................. 302 204Telecommunication ................................................................................................................................... 112 94Other........................................................................................................................................................... 362 392Total ........................................................................................................................................................... 10,587 7,51321. GENERAL AND ADMINISTRATION EXPENSESEfes Sınai Yatırım Holding Anonim Şirketi and its subsidiariesNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2004(Currency—Thousands of U.S. Dollars unless otherwise indicated)2004 2003Wages and salaries............................................................................................................................................. 3,467 2,733Consulting and audit fees................................................................................................................................... 767 554Depreciation and amortization........................................................................................................................... 478 436Taxes and duties................................................................................................................................................. 499 400Maintenance and utility expenses...................................................................................................................... 129 160Bad debt expense ............................................................................................................................................... 129 221Insurance ............................................................................................................................................................ 135 102Telecommunication ........................................................................................................................................... 100 109Rent .................................................................................................................................................................... 149 97Travel ................................................................................................................................................................. 113 83Other................................................................................................................................................................... 819 559Total ................................................................................................................................................................... 6,785 5,45422. OTHER OPERATING EXPENSE—NET2004 2003Loss related to fixed assets ................................................................................................................................ (48) (30)Rental income .................................................................................................................................................... 242 85Provision expense for inventories ..................................................................................................................... (439) (641)

Impairment of fixed assets................................................................................................................................. (298) (108)Advertising income............................................................................................................................................ 218 —Reversal of provision / (Provision) for litigation .............................................................................................. 88 (136)Reversal of impairment / (Impairment) in investments .................................................................................... 53 (52)Other income...................................................................................................................................................... 16 48Total other operating expense, net..................................................................................................................... (168) (834)23. FINANCIAL (EXPENSE) / INCOME—NET2004 2003Interest income................................................................................................................................................... 136 405Other financial income....................................................................................................................................... — 107Interest income on finance leases ...................................................................................................................... 338 405Total financial income ....................................................................................................................................... 474 917Interest expense.................................................................................................................................................. (405) (685)Commission and other expenses ....................................................................................................................... (123) (173)Total financial expense ...................................................................................................................................... (528) (858)Net financial (expense) / income, net ............................................................................................................. (54) 5924. PERSONNEL EXPENSES AND AVERAGE NUMBER OF EMPLOYEESFor the years ended December 31, 2004 and 2003 personnel expenses were as follows:2004 2003Wages and salaries............................................................................................................................................. 7,573 5,892Other social expenses......................................................................................................................................... 1,066 853Total ................................................................................................................................................................... 8,639 6,745For the years ended December 31, 2004 and 2003, average number of employees were as follows:2004 2003Efes Sınai ................................................................................................................................................................ 20 22Azerbaijan CC......................................................................................................................................................... 172 159Kuban (*) ................................................................................................................................................................... 1 1Almaty CC .............................................................................................................................................................. 521 343Bishkek CC ............................................................................................................................................................. 174 166Rostov ..................................................................................................................................................................... 3 3Total ........................................................................................................................................................................ 891 694(*) not consolidated25. DEPRECIATION AND AMORTIZATION EXPENSES2004 2003Property, plant and equipmentCost of production.............................................................................................................................................. 2,376 2,130Selling, distribution and marketing expenses.................................................................................................... 2,143 1,844General and administration expenses................................................................................................................ 264 246Sub-total depreciation expense.......................................................................................................................... 4,783 4,220GoodwillGeneral and administration expenses................................................................................................................ 200 177Intangible assetsCost of production.............................................................................................................................................. 8 7Selling, distribution and marketing expenses.................................................................................................... 8 8General and administration expenses................................................................................................................ 14 13Sub-total amortization expense ......................................................................................................................... 230 205Total depreciation and amortization expenses............................................................................................. 5,013 4,42526. INCOME TAXES

Major components of income tax expense for the years ended December 31, 2004 and 2003 are:2004 2003Current tax expense ........................................................................................................................................... 2,577 1,489Deferred tax (income) / expense relating to the origination and reversal of temporary differences ............... (118) 365Total income tax............................................................................................................................................... 2,459 1,854The Group is subject to taxation in accordance with the tax procedures and the legislation effective in the countries inwhich the Group companies operate.In Turkey, the corporation tax rate for the fiscal year ended December 31, 2004 is 33% (2003—30%). EffectiveJanuary 1, 2005, the corporate tax rate will be 30%. Corporate tax returns are required to be filed until the fifteenth of the fourthmonth following the balance sheet date and paid in one installment until the end of the fourth month. The tax legislationprovides for a temporary tax of 33% (2003—30%) to be calculated and paid based on earnings generated for each quarter. Theamounts thus calculated and paid are offset against the final corporate tax liability for the year.In 2003 and prior years, corporation tax was computed on the statutory income tax base without any adjustment forinflation accounting. Starting from January 1, 2004, taxable income will be derived from the financial statements which areadjusted for inflation accounting. Accumulated earnings arising from the first application of inflation accounting onDecember 31, 2003 balance sheet will not be subject to corporation tax, and similarly accumulated deficits arising from suchapplication will not be deductible for tax purposes. Moreover, accumulated tax loss carry-forwards related with 2003 and priorperiods will be utilized at their historical (nominal) values in 2004 and future years.Corporate tax losses can be carried forward for a maximum period of five years following the year in which the losseswere incurred. The tax authorities can inspect tax returns and the related accounting records for a retrospective maximum periodof five years. A tax amnesty law, which was enacted in 2003 provided immunity for tax inspection and additional assessments tothose taxpayers who utilized the option. According to the law, companies, who accepted to use this option, also accepted a 50%reduction from their corporate tax losses incurred in the same year. The Company utilized this option and has paid USD 20 in2004 related with the tax base increase.In Turkey, the tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return.Therefore, provision for taxes, as reflected in the consolidated financial statements, has been calculated on a separate-entitybasis.10% withholding applies to dividends distributed by resident corporations to resident real persons, those who are notliable to income and corporation tax, non-resident real persons, non-resident corporations (excluding those that acquire dividendthrough a permanent establishment or permanent representative in Turkey) and non-resident corporations exempted fromincome and corporation tax. Dividend distributions by resident corporations to resident corporations are not subject to awithholding tax. Furthermore, in the event the profit is not distributed or included in capital, no withholding tax shall beapplicable.Capital gains derived from cash sales of participation shares that have been held for at least two years are exempt fromcorporation tax if the gains are added to share capital. Furthermore, in the event the profit arising from the dividend receipt is notdistributed or included in capital, no withholding tax shall be applicable.The reconciliation of the total income tax to the theoretical amount that would arise using the tax rate of the homecountry of the Company is as follows:2004 2003Consolidated profit before tax, minority interest and translation loss...................................................... 12,594 4,442Taxable profit........................................................................................................................................... 12,594 4,442Tax calculated at the Company's tax rate of 33% (2003—30%).............................................................. (4,156) (1,333)Impact of different tax rates in other countries ......................................................................................... 1,498 (414)Unused tax losses....................................................................................................................................... (280) 392Other........................................................................................................................................................... 361 (134)Current tax charge................................................................................................................................... (2,577) (1,489)Tax losses carryforward............................................................................................................................. (179) (170)Efes Invest Holland deferred tax ............................................................................................................... 106 107

Fixed assets ................................................................................................................................................ 353 355Income on in-kind transfer of fixed assets to capital ................................................................................ (166) (771)Allowance for doubtful accounts............................................................................................................... 45 31Inventories.................................................................................................................................................. (39) (1)Payable written off in statutory books....................................................................................................... (31) 31Accrued employees bonuses and rent ....................................................................................................... 5 96Other........................................................................................................................................................... 24 (43)Deferred tax income / (charge)............................................................................................................... 118 (365)Tax charge, net......................................................................................................................................... (2,459) (1,854)27. DEFERRED TAXESThe list of temporary differences and the resulting deferred tax assets/(liabilities), as of December 31, 2004 and 2003using the prevailing effective statutory tax rates is as follows:Deferred Tax AssetsDeferred TaxLiabilitiesNet2004 2003 2004 2003 2004 2003Temporary differences arising from restatement offixed assets .................................................................... — — (4,873) (5,704) (4,873) (5,704)Tax loss carried forward .................................................. 2,830 4,691 — — 2,830 4,651Provision for doubtful receivables................................... 184 161 — — 184 161Impairment provision for fixed assets ............................. 991 1,157 — — 991 1,157Accrued employees bonuses and rent ............................. 105 100 — — 105 100Inventory .......................................................................... — — (118) (88) (118) (88)Retirement pay liability ................................................... 28 26 — — 28 26Efes Invest Holland deferred tax liability........................ — — (202) (594) (202) (594)Other................................................................................. 44 90 (291) (17) (247) 734,182 6,225 (5,484) (6,403) (1,302) (178)Impairment in the value of deferred tax asset ................. (1,347) (2,875) — — (1,347) (2,875)2,835 3,350 (5,484) (6,403) (2,649) (3,053)The management of the Company does not consider the related deferred tax asset of USD 1,347 (2003—USD 2,875) asrealizable in the foreseeable future, and accordingly, the Company has not provided a deferred tax asset for the amount in thefinancial statements as of December 31, 2004 and 2003.Movements in deferred tax during the year are as follows:BalanceJanuary 1, 2004as reportedCredited/ (charged)to income statementBalanceDecember 31, 2004Fixed Assets ............................................................ (4,510) 353 (4,157)Tax loss carryforward ............................................. 643 (179) 464Provision for doubtful receivables.......................... 150 45 195Income on in-kind transfer of fixed assets tocapital ................................................................... 1,157 (166) 991Accrued employees bonuses and rent .................... 100 5 105Other........................................................................ (593) 346 (247)Net deferred tax (liability) / asset ........................ (3,053) 404 (2,649)Translation loss ....................................................... (286)Total........................................................................ 11828. RELATED PARTY BALANCES AND TRANSACTIONSFor the purposes of consolidated financial statements, the shareholders of the Company and its consolidatedsubsidiaries or their associates and the companies, which are identified to be controlled by/associated with them, are referred toas related parties.(1) Balances with Related Parties

Balances with related parties as of December 31, 2004 and 2003, which are separately classified in the consolidatedbalance sheets are as follows:2004 2003Due from related partiesThe Coca Cola Companies ................................................................................................................................ 412 1,026Anadolu Endüstri Holding................................................................................................................................. 350 960Moscow Efes Brewery (**) .................................................................................................................................. 4,418 4,951Turkmenistan CC............................................................................................................................................... 172 147Efes Karaganda Brewery J.S.C. ........................................................................................................................ 33 207Others ................................................................................................................................................................. 5 10Total................................................................................................................................................................... 5,390 7,3012004 2003Due to related partiesThe Coca Cola Companies ................................................................................................................................ 2,366 6,125Efes Karaganda Brewery J.S.C. ........................................................................................................................ 885 1,449Others ................................................................................................................................................................. 558 454Total................................................................................................................................................................... 3,809 8,028Loans obtained from related partiesAnadolu Efes Biracılık ve Malt Sanayi A.Ş. (*) .................................................................................................. 4,682 4,657Oyex Handels GmbH (*) ...................................................................................................................................... 327 450Total................................................................................................................................................................... 5,009 5,107(*) Included in long-term loans and current portion of long-term loans balance as of December 31, 2004 and 2003.(**) Includes USD 4,418 (2003—USD 4,951) representing the receivable arising from the leasing contract signed betweenRostov and Moscow Efes Brewery. In accordance with the contract, the ownership of the leased assets will be transferred to thelessee at the end of the contract period.(2) Transactions with Related PartiesThe most significant transactions with related parties during the years ended December 31, 2004 and 2003 are asfollows:2004 2003Major sales to related partiesEfes Karaganda Brewery J.S.C. .................................................................................................................. 2,529 2,137Coca Cola Export Co ................................................................................................................................... 353 30Coca Cola CIS Services............................................................................................................................... 2 4Coca Cola Meşrubat..................................................................................................................................... 118 4Coca Cola Bottlers Turkmenistan ............................................................................................................... 25 —Total............................................................................................................................................................. 3,027 2,175Major purchases from related partiesThe Coca Cola Company Companies ......................................................................................................... 12,625 8,376Efes Karaganda Brewery J.S.C. .................................................................................................................. 7,616 6,535Oyex Handels GmbH................................................................................................................................... — 25Çelik Motor.................................................................................................................................................. — 44Anadolu Baku Automobile San. Ve Tic. A.Ş. ............................................................................................ 145 —Coca Cola CIS Services............................................................................................................................... — 15Total............................................................................................................................................................. 20,386 14,9952004 2003Rent and service income from related partiesCoca Cola CIS Services ................................................................................................................................................. 29 35Efes Karaganda Brewery J.S.C. ..................................................................................................................................... 128 18Total ...............................................................................................................................................................................Interest expense to related partiesAnadolu Efes Biracılık ve Malt Sanayi A.Ş. .................................................................................................................15716453231Oyex Handels GmbH ..................................................................................................................................................... 13 18Total ...............................................................................................................................................................................Interest income from related parties177 249

Moscow Efes Brewery ................................................................................................................................................... 338 405Anadolu Endüstri Holding ............................................................................................................................................. 54 96Total ............................................................................................................................................................................... 392 501General and administrative expenses to related partiesAnadolu Endüstri Holding ............................................................................................................................................. 158 147Total ............................................................................................................................................................................... 158 147(3) Remuneration of the Board of Directorsa) There are no pension arrangements for the members of the Board of Directors.b) No shares are held by the members of Board of Directors.c) There are no share options granted to the directors of the Company.d) No loans have been granted to the directors of the Company.29. GOING CONCERNTurkmenistan CC has an accumulated deficit amounting to USD 10,850 as of December 31, 2004, (including thecurrent year loss of USD 1,003) and its current liabilities exceed its current assets as of the same date. These factors, amongothers, indicate the existence of a material uncertainty which may cast significant doubt on Turkmenistan CC's ability tocontinue as a going concern and therefore it may be unable to realize its assets and discharge its liabilities in the normal courseof business.Rostov has an accumulated deficit amounting to USD 45,305 and a negative shareholder's equity amounting toUSD 3,088 as of December 31, 2004, (including the current year loss of USD 582) and its current liabilities exceed its currentassets by USD 5,821 as of the same date.30. COMMITMENTS AND CONTINGENCIESPledgesRelated with the credit line obtained from Demir Kazakhstan Bank, there is a pledge agreement on Almaty CC'sinventories amounting to USD 2,065.Certain items of property, plant and equipment of Azerbaijan CC amounting to USD 2,938 were pledged as security forthe supply of concentrate agreement with Varoise De Concentres S.A.Letter of CreditAzerbaijan CC obtained a letter of credit in the amount of EUR 223,000 to purchase the necessary equipment for thepreform manufacturing line. Additionally, the Company obtained letters of credits amounting to USD 830 in total to purchaseresin from its suppliers.Guarantee LettersAs of December 31, 2004, amount of letters of guarantee obtained from banks and given to suppliers and governmentauthorities is USD 92 (December 31, 2003—USD 92).Commitments Regarding Capital ExpendituresAs of December 31, 2004, Almaty CC has EUR denominated commitments for the purchase of machinery andequipment totaling USD 9,370 (2003—USD 724) and Kazakh Tenge denominated commitments for the purchase of deliverytrucks totaling USD 565 (2003—USD 208).Political and Economic Environment and Tax Issues of Republic of Kyrgyzstan

Bishkek CC is subject to corporate income tax of 20% on taxable profit as determined under the laws of Kyrgyzstan.As of December 31, 2004, and 2003 Bishkek CC had cumulative loss carry forwards of USD 4,111 and USD 6,613,respectively. The losses carried forward in Kyrgyzstan expire for tax purposes in five years from the date they are incurred.During 2003, Bishkek CC had gone through a tax audit. Based on the results of this tax audit, the tax authoritiesassessed additional taxes and related penalties. Bishkek CC recorded a provision for this assessment amounting to USD 344 asof December 31, 2004, as well as making the payment of the corresponding penalties in the amount of USD 7 during the yearending December 31, 2004. During the year ending December 31, 2004, Bishkek CC made a reversal of the excess provision inthe amount of USD 88 as per tax authorities' final act. As a result, the provision reflected to the consolidated balance sheet as ofDecember 31, 2004 is amounting to USD 249.Political and Economic Environment and Tax Issues of AzerbaijanIn accordance with local tax regulation, the income of Azerbaijan CC is subject to a 24% income tax rate. Companiesare required to file profit tax declarations on an annual basis.Political and Economic Environment and Tax Issues of TurkmenistanLegislation and regulations regarding taxation, foreign currency transactions and licensing of foreign currency loans inTurkmenistan are constantly evolving as the central government manages the transformation from a command to amarket-oriented economy. The various legislation and regulations are not always clearly written and their interpretation issubject to the opinions of the local tax inspectors, the Turkmenistan Central Bank officials, and the Ministry of Finance.Instances of inconsistent opinions among the tax districts, the Turkmenistan Central Bank and Ministry of Finance are notunusual.The current regime of penalties and interest related to reported and discovered violations of Turkmenistan laws, decreesand related regulations are severe. Penalties and interest can result in amounts that are multiples of any unreported taxes.Because of the uncertainties associated with the tax and legal systems of Turkmenistan, the ultimate amount of taxes,penalties and interest, if any, assessed may be in excess of the amount expensed to date and accrued as of December 31, 2004.Although such amounts are possible and may be material, it is the opinion of the Group's management that these amounts areeither not probable, or reasonably determinable, or both.The Group's operations and financial position will continue to be affected by political developments in Turkmenistan,including the application of existing and future legislation and tax regulations. The Group does not believe that thesecontingencies, as related to its operations, are any more significant than those of similar enterprises in Turkmenistan.Tax ProvisionsThe Group believes that it has paid or accrued all taxes that are applicable. Where practice concerning the provision oftaxes was unclear, the Group has accrued tax liabilities based on management's best estimate. The Group's policy is to accrue forcontingencies in the accounting period in which a loss is deemed probable and the amount is reasonably determinable. No suchaccruals have been made as of December 31, 2004.31. FINANCIAL INSTRUMENTSFinancial risk managementFinancial risk management objectives and policiesThe Group's principal financial instruments comprise bank borrowings, cash and short-term deposits and investmentsecurities. The main purpose of these financial instruments is to raise finance for the Group's operations. The Group has variousother financial instruments such as trade debtors and trade creditors, which arise directly from its operations.The main risks arising from the Group's financial instruments are credit risk, interest rate risk, foreign currency risk,market risk, liquidity risk and cash flow risk. The board / management reviews and agrees policies for managing each of theserisks and they are summarized below.

1) Credit riskCredit risk arises from the possibility that customers may not be able to settle obligations to the Group within thenormal terms of trade.Credit risks, or the risk of counter parties defaulting, are controlled by the application of credit approvals, limits andmonitoring procedures. The extent of the Group's credit exposure is represented by the aggregate balance of accounts receivableand advances to suppliers. Concentrations of credit risk with respect to accounts receivable are limited due to the large numberof customers included in the Group's customer base.The Group places its cash with high credit quality financial institutions.2) Interest rate riskInterest rate risk to the Group is the risk of changes in market interest rates reducing the overall return on itsinvestments and increasing the cash outflow on its borrowings. The Group limits interest rate risk by monitoring changes ininterest rates in the currencies in which its cash, investments and borrowings are denominated.The effective interest rate range which are calculated from USD as at December 31, 2004 and 2003 is as follows:2004 2003Fixed rate borrowing......................................................................................................... 1% - 7% 1% - 8%Floating rate borrowings................................................................................................... Libor+3.75% Libor+3.75%3) Foreign exchange riskThe Group's operations are predominantly performed in countries where the economies experience volatile levels ofinflation. Their respective currencies are also subject to continuous devaluation against the U.S. dollar.The translation of local currency denominated assets and liabilities into US Dollars for the purpose of these financialstatements does not indicate that the Group could realize or settle in US Dollars the reported values of the assets and liabilities.Likewise, it does not indicate that the Group could return or distribute the reported US Dollar values of capital to itsshareholders.The following table summarizes the exchange rate of the local currencies to 1 US dollar:Exchange rate atDecember 31, 2004Average exchangerate in the periodExchange rate atDecember 31, 2003Azerbaijan Manat......................... 4,903 4,913 4,923Kazakh Tenge .............................. 130.00 136.11 144.22Kyrgyz Som ................................. 41.62 42.67 44.19Euro .............................................. 0.74 0.80 0.79Rouble .......................................... 27.75 28.81 29.24New Turkish Lira......................... 1.342 1.422 1.3962004:The following table summarizes the annual rate of inflation for each year in the 4 year period ended December 31,2004 (%) 2003 (%) 2002 (%) 2001 (%)Azerbaijan ......................................................................... 5 4 3 2Kazakhstan........................................................................ 7 7 7 6Kyrgyzstan ........................................................................ 3 6 2 4Netherlands ....................................................................... 1 2 3 4Russian Federation............................................................ 11 12 15 19Turkey ............................................................................... 14 14 31 89The Company and its subsidiaries are exposed to exchange rate fluctuations due to the nature of their businesses. TheGroup's imports are in USD and European currencies. These currencies strengthening against the subsidiaries' local currencieshave an adverse effect on the Group's results.

The Group does not hedge its foreign currency risk.Republic of Kazakhstan, Azerbaijan and Kyrgyzstan Currency Exchange and ControlsThe Kazakh Tenge, Azerbaijan Manat and The Kyrgyz Som are not fully convertible currencies outside the territory ofthe Republic of Kazakhstan, Azerbaijan and Kyrgyzstan. Within these countries, official exchange rates are determined daily bythe National Bank of the Republic. Market rates may differ from the official rates but the differences are, generally, withinnarrow parameters monitored by National Bank.4) Market riskMarket risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market prices. TheGroup manages market risk through periodic estimation of potential losses that could arise from adverse changes in marketconditions.5) Liquidity riskLiquidity risk is the risk that the Group will encounter difficulty in raising funds to meet commitments associated withits financial liabilities.Liquidity requirements are monitored on a regular basis and management ensures that sufficient funds are available tomeet any commitments as they arise.6) Cash flow riskCash flow risk is the risk that future cash flows associated with monetary financial instruments will fluctuate.Cash flow requirements are monitored on a regular basis and management ensures that sufficient funds are available tomeet any commitments as they arise. The management of the Group believes that any possible fluctuations of future cash flowsassociated with monetary financial instruments will not have material impact on the Group's operations.Fair ValuesThe fair values of trade receivables and other current assets and trade and other payables are estimated to approximatecarrying value due to their short-term nature.The fair value of long-term debt is estimated to approximate its carrying value since it is primarily denominated inforeign currencies and is revalued at year-end exchange rates and a substantial portion of it carries variable interest rates.The fair values of short-term loans approximate their carrying values since they are denominated in foreign currenciesand revalued at year-end exchange rates.32. SEGMENT INFORMATIONGeographical SegmentsInformation per geographical segments as of December 31, 2004 and 2003 are as follows:December 31, 2004Domestic Foreign Elimination ConsolidatedRevenuesExternal Sales............................................................... 1,636 92,739 (4,082) 90,293Inter-segment Sales...................................................... 9,130 — (9,130) —Total Revenues ........................................................... 10,766 92,739 (13,212) 90,293Gross Profit................................................................. 2,787 28,332 (597) 30,522Total Assets................................................................. 107,514 125,234 (139,147) 93,601Total Liabilities .......................................................... 3,485 42,974 (9,492) 36,967

Business SegmentsSales revenue bybusiness segmentsSoft drinks............................................................................................................................................ 81,064Beer ...................................................................................................................................................... 9,045Service fee............................................................................................................................................ 184Total..................................................................................................................................................... 90,293December 31, 2003Domestic Foreign Elimination ConsolidatedRevenuesExternal Sales............................................................... 998 58,584 (1,018) 58,564Inter-segment Sales...................................................... 5,845 — (5,845) —Total Revenues ........................................................... 6,843 58,584 (6,863) 58,564Gross Profit................................................................. 1,942 16,614 (160) 18,396Total Assets................................................................. 105,647 113,490 (138,296) 80,841Total Liabilities .......................................................... 2,556 39,805 (8,875) 33,486Business SegmentsSales revenue bybusiness segmentsSoft drinks............................................................................................................................................ 51,292Beer ...................................................................................................................................................... 7,238Service fee............................................................................................................................................ 34Total..................................................................................................................................................... 58,56433. SUBSEQUENT EVENTSIn January 2005, Almaty CC committed to purchase coolers for the total amount of USD 786.

ANNEX ASUMMARY OF CERTAIN SIGNIFICANT DIFFERENCES BETWEEN U.S. GAAP AND IFRSOur audited consolidated financial statements as of and for the years ended December 31, 2003, 2004 and 2005contained in this offering memorandum have been prepared in accordance with International Financial Reporting Standards("IFRS"). In prior periods, because our financial results were consolidated with the results of The Coca-Cola Company, weestablished our accounting system in accordance with U.S. GAAP. We continued reporting our financial results in U.S. dollarsafter our results were no longer consolidated with those of The Coca-Cola Company; this was due in part to the fact that Turkeyhas historically experienced high inflation and devaluation, which made the interpretation of financial results in Turkish Liradifficult. The New Turkish Lira has experienced relative stability in recent periods. In 2005, we converted our internal reportingsystems to New Turkish Lira and IFRS.U.S. GAAP may differ from IFRS in certain respects that may be material to the financial information included in thisoffering memorandum. In making an investment decision, investors must rely upon their own examination of us, the terms of theoffering and the financial information contained herein. Potential investors should consult their own professional advisers for anunderstanding of the differences between U.S. GAAP and IFRS and how those differences might affect the financial informationincluded in this offering memorandum.We have summarized below certain significant differences between U.S. GAAP and IFRS relevant to our consolidatedfinancial statements. This summary does not purport to provide a comprehensive analysis of such differences but rather a list ofpotential differences in accounting principles related to our consolidated financial statements. No attempt has been made toidentify all significant differences between U.S. GAAP and IFRS, and we cannot assure you that the differences identified in thesummary below represent all of the principal differences relating to our consolidated financial statements.The regulatory bodies that promulgate U.S. GAAP and IFRS have significant ongoing projects, and these standards aresubject to revision at any time. We have not attempted to identify future differences between U.S. GAAP and IFRS resultingfrom prescribed changes in accounting standards. Neither have we attempted to identify all future differences between U.S.GAAP and IFRS that may affect our consolidated financial statements as a result of events that may occur in the future.Financial Reporting in Hyperinflationary EconomiesThe Financial Accounting Standards Board's Statement of Financial Accounting Standard No. 52 ("SFAS 52"),Foreign Currency Translation, defines a highly inflationary economy as one that has cumulative inflation of 100% or more overa three-year period. International Accounting Standard No. 29 ("IAS 29"), Financial Reporting in Hyperinflationary Economies,gives a number of characteristics that may indicate that an economy is hyperinflationary, including three-year cumulativeinflation of 100% or more, but also taking into account the attitude of the general population to the stability of the local currency,and prices and wages being linked to price indices.Effective from January 1, 2006, IAS 29 will no longer be applied in our financial statements prepared in accordancewith IFRS.IFRS and U.S. GAAP prescribe fundamentally different methods of reporting the results of an entity whose results aredenominated in a hyperinflationary currency, as described further below.Exchange Gain (Loss)Under U.S. GAAP, SFAS 52 requires an entity operating in a hyperinflationary economy to translate its assets,liabilities and income statement into a stable currency as if the stable currency were the functional currency of the entity. UnderSFAS 52, revenues, costs, equity items and non-monetary assets and liabilities are re-measured into the stable currency athistorical exchange rates prevailing on the transaction dates. Monetary assets and liabilities are re-measured into the stablecurrency at exchange rates prevailing at the balance sheet date. Exchange gains and losses arising from re-measurement ofmonetary assets and liabilities that are not denominated in the functional currency are credited or charged to the consolidatedstatements of income, under "exchange gain (loss)."Under IFRS a two-stage process is followed for the translation of the financial statements of an entity whose functionalcurrency is the currency of a hyperinflationary economy into a different presentation currency. First, the financial statementsmust be stated in terms of the measuring unit current at the balance sheet date. Second, these financial statements (expressed interms of the measuring unit current at the balance sheet date) are translated into the reporting currency.

Monetary Gain (Loss)Under IFRS historic cost financial statements, balance sheet amounts not already expressed in terms of the measuringunit current at the balance sheet date are restated by applying a general price index. Monetary items are not restated because theyare already expressed in terms of the measuring unit current at the balance sheet date. Most non-monetary items are carried atcost or cost less depreciation; therefore, they are expressed in amounts current at their date of acquisition. The restated cost, orcost less depreciation, of each item is determined by applying to its historical cost and accumulated depreciation the change in ageneral price index from the date of acquisition to the balance sheet date.Moreover, all income statement items are expressed in terms of the measuring unit current at the balance sheet date;such items are restated by applying the change in the general price index from the dates when the items of income and expenseswere initially recorded in the financial statements. The gain or loss on the net monetary position may be derived as the differenceresulting from the restatement of non-monetary assets, owners' equity, income statement items and the adjustment ofindex-linked assets and liabilities. The gain or loss on net monetary position is included in net income.Under U.S. GAAP, no adjustments are made in respect of the general price index.Property, Plant and EquipmentUnder IFRS, property, plant and equipment is recorded at its restated cost, or cost less depreciation, which isdetermined by applying to historical cost and accumulated depreciation the change in the general price index from the date ofacquisition to the balance sheet date and any impairment in value. Current year depreciation charge is calculated on the basis ofthe restated cost.Under U.S. GAAP, property, plant and equipment is recorded at historical cost and current year depreciation charge iscalculated on the basis of historical cost.Deferred TaxesUnder IFRS, deferred taxes are calculated on the temporary differences that arise on the remeasurement of assets andliabilities of an entity operating in a hyperinflationary country into the reporting currency. In contrast, U.S. GAAP prohibits therecognition of a deferred tax liability or asset for differences related to assets that are translated from the local currency into thefunctional currency using historical exchange rates, when those differences arise from changes in exchange rates.Impairment LossUnder both IFRS and U.S. GAAP, impairment loss is recorded on long-lived assets used in operations when events andcircumstances indicate the assets might be impaired. Under IFRS, an impairment charge is recorded to reduce the carrying valueto the asset's recoverable amount, while under U.S. GAAP, such impairment charge is recorded only if the estimatedundiscounted cash flows are less than the carrying value.Under IFRS reversals of impairments on long-lived assets (except goodwill) are recognized if certain conditions aremet, while U.S. GAAP does not permit the reversal of impairment loss.Sales RevenueIn accordance with U.S. GAAP, certain contributions for marketing and promotions paid to customers are classified asa deduction from sales. Under IFRS, payments made to customers that relate to marketing activities are classified as expenses.This difference has no impact on net income.HEAD OFFICE OF THE COMPANYCoca-Cola İçecek A.Ş.Esenşehir Mah. Erzincan Caddesi No: 3634776 ÜmraniyeIstanbul, TurkeyLEGAL ADVISORS TO THE COMPANY

As to U.S. LawAs to Turkish LawWhite & Case LLPDerman Ortak Avukat Bürosu1155 Avenue of the AmericasMaya Akar CenterNew York, New York 10036Büyükdere Caddesi No: 100, Kat 17United States34394 EsentepeIstanbul, TurkeyLEGAL ADVISORS TO THE UNDERWRITERSAs to U.S. LawLinklatersOne Silk StreetLondon EC2Y 8HQUnited KingdomAUDITORSErnst & YoungGüney S.M.M.M. A.Ş.Büyükdere Cad. Beytem Plaza34381 ŞişliIstanbul, TurkeyAs to Turkish LawPekin & BayarAhular Sokak No: 1534337 EtilerIstanbul, Turkey

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OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

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