Coca Cola Içecek Anonim Sirketi : General Assembly Information Document

Information Document for Coca-Cola İçecek A.Ş. General Assembly

All right holders and beneficiaries are invited to our General Assembly meeting.

Respectfully submitted to the attention of the Shareholders.

COCA-COLA İÇECEK A.Ş. BOARD OF DIRECTORS

Company Address: Dudullu OSB Mah. Deniz Feneri Sk. No:4 Ümraniye 34776 İstanbul

Trade Registration and Number: İstanbul/265859

2. ADDITIONAL EXPLANATIONS UNDER CMB REGULATIONS

Additional explanations concerning agenda items required under the CMB's "Communiqué on Corporate Governance (II-17.1) are provided for the relevant agenda item below and general explanations are submitted for your information in this section:

2.1 Shareholding Structure and Voting Rights

The Articles of Association of our Company do not stipulate any privileges for the exercise of voting rights.

CCI's Articles of Association do not restrict the transfer of Class C shares. However, there are certain conditions for the transfer of Class A and Class B Shares.

Class A and Class B shares have certain privileged rights with respect to management. CCI has a Board of Directors consisting of 12 members, 7 of whom are nominated by Class A shareholders and 1 of whom is nominated by Class B Shareholders. The remaining 4 Directors are independent.

As of the date of the publication of this Information Document, the voting rights of our shareholders are presented in the table below:

2.2 Information on Requests by Shareholders, CMB or Other Public Authorities to Add Items to the Agenda:

CCI acquired 57.12% share of Coca-Cola Bottlers Uzbekistan'ın ("CCBU") on September 29, 2021 for 252.28 million USD. Following that, CCI acquaired the remaining 42.88% stake on December 27, 2021 for 90 million USD and became the sole owner of CCBU with a 100,00% ownership.

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Information Document for Coca-Cola İçecek A.Ş. General Assembly

Additionlly, CCI acquired the 19.97% minority share in Waha Beverages B.V. (Waha BV) on October 27, 2021 for 40.4 million USD. Resultantly, CCI became the sole owner of Waha B.V. and Al Waha with a 100.0% stake.

In addition to the aforementioned acquisitions, information on management changes that occurred in 2021 and planned for the 2022 accounting period, and other matters that may have an impact on activities are disclosed to the public through public disclosures. The announcements are available at https://www.cci.com.tr/en/investor-relations/special-case-announcements.

2.3. Information on any change in the Management and Operational activities of the Company and its Subsidiaries in the previous Fiscal Period and the Changes that are Planned for the Following Fiscal Periods and the Reasons of These Changes

In accordance with the CMB regulations and Turkish Code of Commerce, taking into account the principles regarding the election of members of the Board of Directors in our articles of association, new members of the Board of Directors whose term has expired will be elected. In addition, independent Board Members will be elected in order to comply with the CMB's Corporate Governance Communiqué numbered II-17.1.

One third of the Members of the Board of Directors to be elected must meet the independence criteria defined in the CMB's mandatory Corporate Governance Principles. The curriculum vitae of the candidates for the Board of Directors and the declarations of independence of the independent member candidates are provided in the ANNEX.

2.4. Information on the Requests of the Shareholders, CMB or Other Public Authorities for Adding an Item to the Agenda

No request has been received for the Ordinary General Assembly meeting where the activities of 2021 will be discussed.

2.5. Information on the Old and New Forms of the Amendments to the Articles of Association, with the Decision of the Board of Directors in Case of a Change in the Articles of Association

There was no articles of association amendment in 2021.

3. EXPLANATIONS ON THE AGENDA ITEMS OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED APRIL 18, 2022

3.1. Opening of the meeting, election of the Chairmanship Council;

Within the framework of the provisions of the "Turkish Commercial Code" (TCC) and the "Regulation on the Procedures and Principles of the General Assembly Meetings of Companies and the Representatives of the Ministry of Trade to Attend These Meetings" ("Regulation"), the meeting chairman will be elected to manage the General Assembly meeting. At least one Minutes Clerk is appointed by the Chairman of the Meeting in accordance with the General Assembly Internal Directive. The Meeting Chairman may also elect a sufficient number of Vote Collectors.

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Information Document for Coca-Cola İçecek A.Ş. General Assembly

3.2. Reading and discussion of the Annual Report prepared by the Board of Directors

Independently audited annual integrated report of our Company for the accounting period of January - December 2021, prepared pursuant to the CMB's Financial Reporting Communique (II-14.1) and in compliance with the Turkey Accounting Standards/ Turkey Financial Reporting Standards issued by the Public Oversight Accounting and Auditing Standards Authority and approved by the CCI Board of Directors and the Audit Committee, together with its statement of responsibility, has been published on the Public Disclosure Platform on 10 March 2022. The annual integrated report is also available at the Company headquarters as well as on the corporate website at www.cci.com.tr.

3.3 Reading of the Independent Audit Report

The summary of the independently audited financial statements of our Company for the accounting period of January - December 2021, prepared pursuant to the CMB's Financial Reporting Communique (II-14.1) and in compliance with the Turkey Accounting Standards/ Turkey Financial Reporting Standards issued by the Public Oversight Accounting and Auditing Standards Authority, will be submitted to the information of the General Assembly. Independent Audit Report is available on the Public Disclosure Platform, the Corporate website at www.cci.com.tras well as in the 2021 Integrated Annual Report.

3.4. Reading, discussion and approval of our Company's Financial Statements for the year 2021 prepared in accordance with the Capital Markets legislation

Pursuant to the TCC and the CMB regulations, the Consolidated Balance Sheet as of 31 December 2021 and the Income Statement for the period 1 January 2021 and 31 December 2021 shall be read, discussed and voted upon at the General Assembly. These documents are available on the Public Disclosure Platform, at the company headquarters and on the corporate website at www.cci.com.tr.

3.5. Release of each and every member of the Board of Directors from liability with regards to the 2021 activities of the Company

Pursuant to the TCC and the Regulation, a proposal for releasing the members of the Board of Directors for the accounts and operations of 2021, shall be submitted to the approval of the General Assembly.

3.6. Approval of the Board of Directors' proposal on distribution of profits

As per the resolution of the Board of Directors of Coca-Cola İçecek (CCI) dated February 21, 2022;

As per the consolidated financial statements of our company prepared in accordance with Turkey Financial Reporting Standards standards, in 2021, our Company recorded a net income of TL 2,271,412,496.42. The Board of Directors resolved to propose to the General Assembly the distribution of gross dividends of TL 600,315,045.52, after legal liabilities are deducted, from 2021 net income starting from 18 May 2022. As per the proposal, the remainder of 2021 net income will be added to the extraordinary reserves.

Subject to the approval of the General Assembly, entities which are Turkey resident taxpayers or entitled such dividends through a permanent establishment or a permanent representative in Turkey, will be paid a gross cash dividend of TL 2.36 (net TL 2.36) per 100 shares, representing TL 1 nominal value. While other shareholders will receive gross TL 2.36 (net TL 2.1240) per 100 shares.

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