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Information on the sale of the state share in the authorized capital of Coca-Cola Ichimligi Uzbekiston, Ltd.

The State Assets Management Agency of the Republic of Uzbekistan (UzSAMA) announced on August 6, 2021 that it has reached an agreement to sell 57.118% stake in «Coca-Cola Bottlers Uzbekistan, Ltd» LLC (the Company) to «Coca-Cola İçecek A.Ş.» (CCI), through its wholly owned subsidiary «CCI International Holland B.V.» (Buyer), for a cash consideration of US $ 252.28 million (the Transaction).

Based on the requirements of the legislation of the Republic of Uzbekistan, the Charter of the Company and other documents regulating the activities of the Company, the necessary legal actions were taken to complete the Transaction. In particular, the second participant of the Company, The Coca Cola Export Corporation (USA), refused to use its preemptive right to acquire a state share and the trademark owner agreed to a change of control in the Company.

Also, in accordance with the terms of the Share Purchase Agreement (SPA), the Buyer has received clearance from the Competition Authority of the Republic of Turkey to proceed with the Transaction.

As stated in the SPA, the amount paid for the state share was transferred on September 28, 2021, to a special treasury account of UzSAMA.

On September 29, 2021, during the Economic Forum in Tashkent, UzSAMA and the Buyer signed the share transfer instrument in relation to the state share in the Company.

This transaction is one of the largest in scale and significance in the history of privatization in Uzbekistan over the past 10 years.

In turn, the Company’s privatization process has attracted the attention of many experts, analysts and investors in terms of the practical implementation of Uzbekistan’s privatization program plans for coming future, as well as of many citizens, interested in the Company’s future.

As part of the Transaction, along with the attraction of direct investment in the economy of the Republic, a great deal of experience has been accumulated in applying the world’s best practices in privatization.

UzSAMA notes that the Transaction is primarily the result of the relevant decisions of the President of the Republic of Uzbekistan and the insightful policy on reducing the state share in the economy.

For the achieved result, UzSAMA acknowledges the professional services provided by the investment bank “Rothschild & Co”, which acted as a financial adviser, the law firm “Dentons”, as a legal advisor and the international consulting company “KPMG” that made an analysis and evaluation of the Company.

The sales process was organized with the participation of highly qualified professionals on a competitive basis. The legal framework of the process complies with the legislation of the Republic of Uzbekistan and international best practices.

The intermediate stages of the sales process were covered in the media.

Based on the Public Offering Announcement, UzSAMA and the Financial Advisor received bids from numerous applicants from Asia, Europe, America and Africa. They passed the preliminary selection in accordance with the criteria set forth in the Announcement, and the sales process was then continued with applicants (Applicants) who had sufficient solvency, financial stability and sufficient potential, and ability to invest in the Company’s business plan and fulfill a strategic partnership with the Company’s second shareholder and the owner of the trademark.

To ensure transparency, the Applicants were given the opportunity to access information on the Virtual Data Room, which contained financial, legal, environmental, organizational, tax and other information about the Company, as well as to visit the Company and ask questions directly to management.

First non-binding and then binding proposals of the Applicants for the acquisition of the state share were received. The bidder who offered the best combination of price offer and terms of sale was registered as the winner of the sale process.

According to the rules of the process that are consistent with international practice and for confidentiality reasons the exact names of the candidates and the contents of their proposals at the intermediate stages were not disclosed.

The bright future of the Uzbek market and the stable growth of the economy, population and their income led to a confident decision of the Buyer to purchase the state share.

In cooperation with the Turkish company Coca-Cola İçecek A.Ş. (CCI), the Coca-Cola plant in Uzbekistan has all grounds and opportunity for further expansion and development.

The entry of CCI as the shareholder of “Coca-Cola Bottlers Uzbekistan, Ltd.” will serve to increase the production capacity of the Uzbek bottler, effectively implement investment projects, expand the range of new and high-quality products, improve the qualifications of personnel, and form a professional management system.

For information, CCI is a multinational beverage company which operates in Turkey, Pakistan, Kazakhstan, Azerbaijan, Kyrgyzstan, Turkmenistan, Jordan, Iraq, Tajikistan and Uzbekistan. As one of the key bottlers of the Coca-Cola system, CCI produces, distributes and sells sparkling and still beverages of The Coca-Cola Company.

CCI employs close to 10,000 people and has a total of 29 plants in 11 countries, offering a wide range of beverages to a consumer base of 430 million people. In addition to sparkling beverages, the product portfolio includes juices, waters, sports and energy drinks and iced teas.

CCI’s shares are traded on the Istanbul Stock Exchange (BIST) under the symbol “CCOLA.IS”, and Eurobond is traded in the Irish Stock Exchange, under the symbol “CCOLAT”.