Coca Cola Içecek Anonim Sirketi : Rating Report

Corporate Governance and Credit Rating Services, Inc.

July 3, 2023

			CONTENTS
Rating and Executive Summary	.	.	.	.	.	.	.	3
Rating Methodology .	.	.	.	.	.	.	.	.	5
Company Overview .	.	.	.	.	.	.	.	.	6
SECTION 1: SHAREHOLDERS	.	.	.	.	.	.	.	8
Facilitating the Exercise of Shareholders' Statutory Rights	.	.	8
Shareholders' Right to Obtain and Evaluate Information .	.	.	9
Minority Rights	.	.	.	.	.	.	.	.	9
General Shareholders' Meeting	.	.	.	.	.	.	9
Voting Rights .	.	.	.	.	.	.	.	.	11
Dividend Rights	.	.	.	.	.	.	.	.	11
Transfer of Shares .	.	.	.	.	.	.	.	11
SECTION 2: PUBLIC DISCLOSURE AND TRANSPARENCY .	.	.	.	12
Corporate Web Site .	.	.	.	.	.	.	.	12
Annual Report.	.	.	.	.	.	.	.	.	13
External Audit .	.	.	.	.	.	.	.	.	14
SECTION 3: STAKEHOLDERS.	.	.	.	.	.	.	.	15
Company Policy Regarding Stakeholders .	.	.	.	.	15
Stakeholders' Participation in the Company Management .	.	.	16
Company Policy on Human Resources	.	.	.	.	.	16
Relations with Customers and Suppliers .	.	.	.	.	17
Ethical Rules & Social Responsibility	.	.	.	.	.	17
Sustainability .	.	.	.	.	.	.	.	.	18
SECTION 4: BOARD OF DIRECTORS.	.	.	.	.	.	.	19
Functions of the Board of Directors .	.	.	.	.	.	19
Principles of Activity of the Board of Directors	.	.	.	.	20
Structure of the Board of Directors .	.	.	.	.	.	20
Conduct of the Meetings of the Board of Directors .	.	.	.	20
Committees Established Within the Board of Directors .	.	.	21
Remuneration of the Board of Directors and Managers
With Administrative Responsibility .	.	.	.	.	.	22
Rating Definitions .	.	.	.	.	.	.	.	.	23
Disclaimer .	.	.	.	.	.	.	.	.	.	24

2

COCA-COLA İÇECEK A.Ş. (CCOLA)

Corporate Governance Rating:

9.48

EXECUTIVE SUMMARY

Coca-Cola İçecek A.Ş.'s (CCI) previous Corporate Governance Rating of 9.48 dated July 1st, 2022 is hereby reconfirmed as 9.48. Our rating methodology (page 5) is based on the Capital Markets Board's (CMB) "Corporate Governance Principles".

The Company's corporate governance rating is confirmed as above in consideration with the importance given by CCI to corporate governance principles, its willingness to carry out the continuous and dynamic process and improvements which had been initiated in this direction within the period since the allocation of the previous rating.

SAHA publishes (annually) the World Corporate Governance Index (WCGI) which ranks countries in terms of their level of compliance with corporate governance principles as well as their germane institutions, rules, codes, and regulations together with international standards and indices which evaluate countries in a vast array of areas such as transparency, corruption, ease of doing business, etc.. CCI is analyzed as a Turkish company and Turkey takes place at the top classification of the WCGI which is Group 1. Details of the World Corporate Governance Index (WCGI) published by SAHA on May 10, 2022 can be accessed at http://www.saharating.com.

3

CCI is rated with 8.92 under the Shareholders heading. Exercise of shareholders' rights complies with the legislation, Articles of Association and other internal rules and regulations, and measures have been taken to ensure the exercise of these rights. CCI carries out the investor relations obligations through Investor Relations Department. All procedures prior to the general shareholders' meeting as well as the conduct of the meeting comply with the legislation, rules and regulations. There is a publicly disclosed dividend policy of the Company. There are restrictions on free transfer of Group A and B shares. On the other hand, there are areas for improvement like adoption as it is, of the rate of minority rights as prescribed for public joint stock companies (%5) and absence of a provision in the Articles of Association on holding the general shareholders' meetings open to the public.

CCI attained 9.88 under the Public Disclosure and Transparency chapter. The Company has a comprehensive web site. Public announcements are made via all communications channels and are in accordance with the Capital Markets Board (CMB) and Borsa Istanbul (BIST) rules and regulations. The Annual Report complies with the legislation, comprehensive and informative.The Corporate Governance Compliance Report (CRF) and the Corporate Governance Information Form (CGIF) have been disclosed to the public through the Public Disclosure Platform (PDP) in accordance with the legislation, and included in the Annual Report. The agreement and work conducted with the external auditor also complies with the legislation. The Company's shareholding structure; the names, amount and rate of the shares held by the Company's ultimate controlling individual shareholders over 5% as identified after being released from indirect or cross shareholding relationships between co-ownersis disclosed to the public along with the privileges they hold. However, non-disclosureof all the benefits provided to Board members and senior management on individual basis is an area in need of further refinement.

On the topic of Stakeholders, CCI scored 9.95. CCI guarantees the rights of stakeholders in line with the legislation and mutual agreements, and in case of violation, enables an effective and speedy compensation. The Company has a written and advanced human resources policy. Code of ethics is publicly available through the corporate web site. Environmental and social responsibility studies are at an advanced level. During the rating period, CCI was not held liable by any public authority for any sanctions that would affect its activities. A compensation policy for the employees is disclosed to the public on the Company's web site.

From the perspective of the principles regarding the Board of Directors, CCI's tally is 9.39. There is a well communicated Company mission and vision. The Board of Directors fulfills all duties regarding Company needs. The Board consists of 12 members and 4 of them are independent. Corporate Governance, Audit and Early Determination of Risks Committees are established within the Board of Directors. The working principles of the Committees are disclosed to the public. Principles of remuneration of Board members and senior executives are included on the corporate web site. There is 1 female member on the Board of Directors. Losses that may be incurred by the Company as a result of not performing the Board members' duties duly are insured for a coverage in excess of 25% of the share capital.

4

SAHA's methodology for rating the degree of compliance with the Principles of Corporate Governance is based upon the CMB's "Corporate Governance Principles" released on January 2014.

The CMB based these principles on the leading work of The World Bank, The Organization of Economic Cooperation and Development (OECD), and the Global Corporate Governance Forum (GCGF) which has been established in cooperation with the representatives of the preceding two organizations and

private sector. Experts and representatives from the CMB, Borsa Istanbul and the Turkish Corporate Governance Forum have participated in the committee that was established by the CMB for this purpose. Additionally; many qualified academicians, private sector representatives as well as various professional organizations and NGOs have stated their views and opinions, which were added to the Principles after taking into account country specific issues. Accordingly, these Principles have been established as a product of contributions from all high-level bodies.

Certain applications of the Principles are based on "comply or explain" approach and others are mandatory. However, the explanation concerning the implementation status of the Principles, if not detailed reasoning

thereof, conflicts arising from inadequate implementation of these Principles, and explanation on whether there is a plan for change in the Company's governance practices in future should be mentioned in the Annual Report and disclosed to public.

The Principles consist of four main

sections:

shareholders,

public

disclosure and transparency, stakeholders, and the Board of Directors.

Based on these Principles, the SAHA

Corporate Governance Rating methodology features around 339 sub- criteria. During the rating process, each criterion is evaluated on the basis of information provided by the Company officials and disclosed publicly. Some of these criteria can be evaluated by a simple YES/NO answer; others require

more detailed analysis and examination.

SAHA assigns ratings between 1 (weakest) and 10 (strongest). In order to obtain a rating of 10, a company should be in full and perfect compliance with the Principles (see Rating Definitions, p.23).

To determine the total rating score for each main section parallel to the CMB's Corporate Governance Principles, SAHA allocates the following weights:

Shareholders: 25%

Public Disclosure and Transparency:

25% Stakeholders: 15% Board of Directors: 35%

To determine the final overall rating,

SAHA utilizes its proprietary methodology which consists of subsection weightings and weightings for the criteria there under. A separate rating is assigned to each one of the main sections as well.

5