FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
April 15, 2010
Pursuant to Rule 13a-16 or
15d-16 of
the Securities Exchange Act of 1934
Commission file number: 333-14278
WIMM-BILL-DANN FOODS OJSC
(Exact name of Registrant as specified in its charter)
Russian Federation
(Jurisdiction of incorporation or organization)
16, Yauzsky Boulevard
Moscow 109028
Russian Federation
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
Wimm-Bill-Dann Foods Open Joint Stock Company [WBD Foods or the Company] hereby submits the materials to be provided to security holders in connection with annual general shareholders meeting to be held on May 14, 2010.
I.
Wimm-Bill-Dann Foods Open Joint Stock Company (hereinafter, the Company or WBD Foods OJSC), located at: office 306, 16/15, Yauzsky blvd., Moscow, 109028, Russian Federation, hereby notifies the shareholders of WBD Foods OJSC of the Annual General Meeting of WBD Foods OJSC Shareholders (hereinafter, the Meeting) to be held on May 14, 2010 at the Company location in the form of a meeting (joint attendance of the shareholders or their authorized representatives to discuss agenda items and make decisions on matters put to the vote).
Agenda of the Annual General Meeting of Shareholders:
· Approval of WBD Foods OJSC Annual Report;
· Approval of annual financial statements, including the income statement (profit and loss accounts) of WBD Foods OJSC;
· WBD Foods OJSC profit (including payment/announcement of dividends) and loss allocation;
· Approval of WBD Foods OJSC auditor for 2010;
· Election of the members of WBD Foods OJSC Board of Directors;
· Election of the members of WBD Foods OJSC Audit Committee.
Time of the Meeting: registration of the Shareholders commences at 10:00 am (Moscow time); the Meeting commences at 10:40 am (Moscow time).
Date of the list of persons entitled to participate in the Meeting: March 26, 2010 (as of the Registrars COB).
Registration of the Shareholders (Shareholders representatives) for participation in the Meeting shall be performed on the date of the Meeting from 10:00 am (Moscow time) at the Company location.
For the purpose of registration a person is to produce a document to prove his/her identity, as well as documents confirming such persons authority: power of attorney and/or other documents in accordance with the effective legislation of the Russian Federation.
Voting on the agenda items is executed through voting ballots.
The Company Shareholders may study the materials to be provided to the Company Shareholders during preparation for the Meeting and obtain copies of materials to be provided to the Company Shareholders during preparation for the Meeting from 10:00 am to 4:00 pm (Moscow time) on business days at the following address: office 306, 16/15, Yauzsky blvd., Moscow, Russian Federation.
WBD Foods
Board of Directors
II.
DRAFT RESOLUTIONS OF THE GENERAL MEETING OF SHAREHOLDERS OF WBD FOODS OJSC
1. On the first agenda item: Approval of WBD Foods OJSC Annual Report.
Be it resolved:
1.1. That WBD Foods OJSC Annual Report for 2009 based on the Russian statutory accounting standards be approved.
2. On the second agenda item: Approval of annual financial statements, including the income statement (profit and loss accounts) of WBD Foods OJSC.
Be it resolved:
2.1. That WBD Foods OJSC annual financial statements for 2009, including the income statement (profit and loss accounts) of WBD Foods OJSC, be approved.
3. On the third agenda item: WBD Foods OJSC profit (including payment/announcement of dividends) and loss allocation.
Be it resolved that:
3.1. Based on 2009 financial results payment of dividends on WBD Foods OJSC outstanding ordinary registered shares, having determined the size of dividends per one ordinary registered share of RUR 30 (Thirty) 00 kopecks, be announced.
3.2. Dividend payment/announcement terms be defined as follows:
3.2.1. Form of dividend payment: in cash;
3.2.2. Period of dividend payment: the period of dividend payment shall not exceed 60 days after the date of the resolution on dividend payment made by the General Shareholders Meeting;
3.2.3. Procedure of dividend payment:
· Dividends to legal entities shall be paid in non-cash form (at that the date of dividend payment shall be the date on which a respective amount is debited from the bank account of WBD Foods OJSC or the paying agent (in case of its engagement); dividends to individuals shall be paid, at their request, in cash or non-cash form;
· Since WBD Foods OJSC is a tax agent, at the time of paying to the shareholders the yields on ordinary registered shared owned by them, dividends shall be paid to the shareholders net of taxes and other deductions withheld from the shareholders according to the RF legislation.
3.3. The amount of net profit of WBD Foods OJSC as reflected in 2009 statutory financial statements according to the Russian standards and not assigned for dividend payments (Item 3.1. of the resolution) shall remain unallocated.
4. On the fourth agenda item: Approval of WBD Foods OJSC auditor for 2010.
Be it resolved that:
4.1. For the purposes of auditing the financial and business activities of WBD Foods OJSC in accordance with legal acts of the Russian Federation:
· SV-Audit CJSC (option 1);
· Ernst and Young LLC (option 2)
be approved as the Companys auditor for 2010.
5. On the fifth agenda item: Election of the members of WBD Foods OJSC Board of Directors.
Be it resolved that:
5.1. The members of WBD Foods OJSC Board of Directors be elected as follows: Guy de Selliers; M. V. Dubinin; I. V. Kostikov; Michael A. ONeill; A.S. Orlov; S. A. Plastinin; G. A. Yushvaev; D. Iakobachvili; E. G. Yassin; Marcus Rhodes; Jacques Vincent.
6. On the sixth agenda item: Election of the members of WBD Foods OJSC Audit Committee.
Be it resolved that:
6.1. The members of WBD Foods OJSC Audit Committee be elected as follows: N.B. Volkova, I.A. Vershinina, N.L. Polikarpova, E.A. Peregudova, E.S. Solntseva, N.N. Kolesnikova, T.V. Shavero.
III.
1. Guy de Selliers
Position in the issuing joint stock company: member of the Board of Directors
Positions in other organizations:
Organization |
|
Position |
HATCH CF |
|
Chairman of the Board of Directors |
Solvey S.A. |
|
Member of the Board of Directors |
Partners in Hope (Charity) |
|
Chairman of Board of Trustees |
AMG |
|
Member of Supervisory Board |
Wessex Grain |
|
Member of the Board of Directors |
FORTIS |
|
Vice-chairman of the Board |
FORTIS UK |
|
Chairman |
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
2. Mikhail Vladimirovich Dubinin
Position in the issuing joint stock company: member of the Board of Directors
Positions in other organizations:
Organization |
|
Position |
Istrinskiye ruchyi LLC |
|
Member of the Board of Directors |
Nadezhny Fundament LLC |
|
Member of the Board of Directors |
Petri-trade LLC |
|
Member of the Board of Directors |
Cliff-real estate LLC |
|
Member of the Board of Directors |
Benelux residency non-for-profit partnership |
|
Member of the Management Board |
International community council for awarding the Golden Falcon Medal autonomous non-for-profit organization |
|
Member of the Steering Committee |
Holds a share in the charter capital of the issuer: 4.11% (ordinary registered shares) , as well as 0.60% (Global Depositary Receipts)
Holds no shares in subsidiaries / affiliated companies of the issuer.
3. Michael ONeill
Position in the issuing joint stock company: member of the Board of Directors
Positions in other organizations:
Organization |
|
Position |
The Coca-Cola Icecek (Turkey) |
|
Member of the Management Board, chief executive officer |
Aradolu Etar Tarim |
|
Member of the Board of Directors |
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
4. Alexander Sergeevich Orlov
Position in the issuing joint stock company: member of the Board of Directors
Positions in other organizations:
Organization |
|
Position |
OJSC Wimm-Bill-Dann Ukraine |
|
Member of Supervisory Board |
Benelux residency non-for-profit partnership |
|
Member of the Management Board |
Holds a share in the charter capital of the issuer: 2.73% (ordinary registered shares) , as well as 0.392% (Global Depositary Receipts)
Holds no shares in subsidiaries / affiliated companies of the issuer.
5. Sergey Arkadievich Plastinin
Position in the issuing joint stock company: member of the Board of Directors
Positions in other organizations:
Organization |
|
Position |
OJSC Wimm-Bill-Dann Ukraine |
|
Member of Supervisory Board |
OJSC Wimm-Bill-Dann |
|
Member of the Board of Directors |
OJSC Bishkeksut |
|
Member of the Board of Directors |
CJSC Gulkevichsky butter factory |
|
Member of the Board of Directors |
SCJSC Karasukskoye milk |
|
Member of the Board of Directors |
CJSC Agropromholding Development of regions |
|
Chairman of the Board of Directors |
Holds a share in the charter capital of the issuer: 3.895% (ordinary registered shares).
Holds no shares in subsidiaries / affiliated companies of the issuer.
6. Gavril Abramovich Yushvaev
Position in the issuing joint stock company: member of the Board of Directors
Positions in other organizations:
Organization |
|
Position |
OJSC RusAgroProject |
|
President, chairman of the Board of Directors |
CJSC Agrocomplex Gorki-2 |
|
Member of the Board of Directors |
CJSC Breeding farm Naro-Osanovsky |
|
Member of the Board of Directors |
OJSC Mill factory №4 |
|
Member of the Board of Directors |
LLC «Kolmogorovskaya mine-2» |
|
Member of the Board of Directors |
LLC «Management company Promuglesbyt» |
|
Member of the Board of Directors |
LLC «Kolmogorovskoye mine office» |
|
Member of the Board of Directors |
Holds a share in the charter capital of the issuer: 17.25% (ordinary registered shares) , as well as 2.361% (Global Depositary Receipts)
Holds no shares in subsidiaries / affiliated companies of the issuer.
7. David Iakobachvili
Position in the issuing joint stock company: Chairman of the Board of Directors
Positions in other organizations:
Organization |
|
Position |
OJSC Wimm-Bill-Dann |
|
Chairman of the Board of Directors |
OJSC Wimm-Bill-Dann Ukraine |
|
Chairman of Supervisory Board |
OJSC Bishkeksut |
|
Member of the Board of Directors |
LLC Metelitsa-Club |
|
Member of the Board of Directors |
CJSC Gulkevichsky butter factory |
|
Member of the Board of Directors |
Airport Financial Services Limited |
|
Director |
SCJSC Karasukskoye milk |
|
Member of the Board of Directors |
OJSC RusAgroProject |
|
Member of the Board of Directors |
CJSC Agrocomplex Gorki-2 |
|
Member of the Board of Directors |
OJSC Mill factory №4 |
|
Member of the Board of Directors |
LLC «Kolmogorovskaya mine-2» |
|
Member of the Board of Directors |
LLC «Management company Promuglesbyt» |
|
Member of the Board of Directors |
LLC «Kolmogorovskoye mine office» |
|
Member of the Board of Directors |
LLC Atamanskoe |
|
Member of the Board of Directors |
CJSC Niva |
|
Member of the Board of Directors |
OJSC Zavety Ilyicha |
|
Member of the Board of Directors |
OJSC Trud |
|
Member of the Board of Directors |
Holds a share in the charter capital of the issuer: 8.67% (ordinary registered shares) , as well as 1.827% (Global Depositary Receipts)
Holds no shares in subsidiaries / affiliated companies of the issuer.
8. Evgeny Grigorievich Yasin
Position in the issuing joint stock company: member of the Board of Directors
Positions in other organizations:
Organization |
|
Position |
State University The Higher School of Economics |
|
Research advisor |
CJSC Echo Moskvi |
|
Member of the Board of Directors |
Expert Institute scientific and charity fund |
|
President |
VEB |
|
Chairman of the Expert council |
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
Positions in other organizations:
Organization |
|
Position |
Cherkisovo group |
|
Member of the Board of Directors |
Rosinter group |
|
Member of the Board of Directors |
Tethys group |
|
Member of the Board of Directors |
Pfpf JoHns (wwp Papa Johns) |
|
Member of the Board of Directors |
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
Holds no position in the issuing joint stock company.
Positions in other organizations:
Organization |
|
Position |
The Institute of the World Economics and International Relations RAN |
|
Chief research officer, member of the Board of Academics |
ARCO |
|
Member |
ICGN |
|
Member |
Almaz-Antey Infinity LLC |
|
General manager |
The Institute of Stock Market and Management Foundation |
|
Chairman of the Board |
The Russian Academy of State Service for the RF President |
|
Member of the Scientific Board |
CJSC BV Media |
|
Chairman of the Board of Directors |
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
Holds no position in the issuing joint stock company.
Positions in other organizations:
Organization |
|
Position |
Danone (France) |
|
Non-executive vice-chairman |
Danone SA (Spain) |
|
Member of the board |
Cereplast, Inc. (USA) |
|
Member of the Board |
Weight Watchers China |
|
Member of the Board |
Syngenta (Switzerland) |
|
Member of the Board |
Mediaperf (France) |
|
Member of the Board |
Yakult (Japan) |
|
Member of the Board |
Yakult (India) |
|
Member of the Board |
Byophytis (France) |
|
Member of the Board |
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
1. Natalia Borisovna Volkova
Position in the issuing joint stock company:
Head of Risk Management and SOX Compliance Department of WBD Foods OJSC
Positions in other organizations:
Organization |
|
Position |
WBD OJSC |
|
Director of the Department of internal audit and control |
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
2. Irina Alexandrovna Vershinina
Position in the issuing joint stock company:
Head of Communications Department, Board of Directors Office, WBD Foods OJSC
Holds no positions in other organizations.
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
3. Natalia Leonidovna Polikarpova
Positions in other organizations:
Organization |
|
Position |
WBD OJSC |
|
Deputy Director Legal Department |
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
4. Yekaterina Alexandrovna Peregudova
Positions in other organizations:
Organization |
|
Position |
WBD OJSC |
|
Lead analyst of the Group of SOX compliance in Department of internal audit and control |
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
5. Evgeniya Solomonovna Solntseva
Positions in other organizations:
Organization |
|
Position |
WBD OJSC |
|
Head of Securities and Shareholder Rights Registration Department |
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
6. Natalia Nikolayevna Kolesnikova
Positions in other organizations:
Organization |
|
Position |
WBD OJSC |
|
Lead analyst of the SOX compliance group in the Department of internal audit and control |
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
7. Tatiana Viktorovna Shavero
Position in the issuing joint stock company:
Lead Manager, Communications Department, Board of Directors Office, WBD Foods OJSC
Holds no positions in other organizations.
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
*information as of 08.04.2010
IV.
INFORMATION ABOUT AUDITORS
Ernst & Young is a global company that provides services in four main areas: advice on business issues, auditing, taxation and consulting support of transactions.
The Company employs 144 000 staff members united by shared corporate values and an unwavering commitment to the quality of provided services. Working closely with clients, Ernst & Young provides them with exactly the expertise that helps achieve their goals.
ACG CV-Audit has been operating in the area of auditing and consulting services since 1997. The main services provided by the company include auditing, consulting, valuation, legal services, energy audit.
SV-Audit is ranked among the top 10 largest Russian audit and consulting groups (according to Expert RA, Kommersant-Money and Izvestia newspaper). Following the results of 2006 ACG CV-Audit was ranked No. 10 (according to Expert RA). The growth of the Company is driven by modern, efficient technologies, vast experience and qualified personnel. Today the Company employs over 300 people.
SV-Audit JSC is a member of several professional associations:
· Russian Union of Industrialists and Entrepreneurs
· National Federation of Tax Consultants and Auditors
· Moscow Chamber of Auditors
· Moscow Camber of Commerce and Industry
· Russian Society of Appraisers
Over 10 years of practice the Company specialists carried out over 5000 projects in the field of audit, consulting and assessment. The Company provided services to major companies in Russia, including OC Tatneft, OC Yukos, OC Sidanco, MMC Norilsk Nickel, MAIR Group, Wimm-Bill-Dann Group of Companies, Roszerno CJSC, Sibur-Motors CJSC, Cherepovets Nitrogen OJSC, FGUP Communication - security Federal State Unitary Enterprise, Strela Research Institute, etc.
SV-Audit has been actively developing a regional partnership network. The Company has 6 regional partners holding leading positions in local markets.
Currently ACG CV-Audit operates under the following licenses:
· License for audit activities No. E004172 (issued on May 15, 2003, extended until May 15, 2013)
· License for appraisal activities by the RF Ministry of Property Relations № 000920 (issued on September 10, 2001)
· License for work associated with the use of information constituting state secret No. B 321170 (issued on October 8, 2001)
· Certificate of energy auditor accreditation by the RF Ministry of Energy No. 0150-1003 (issued on October 16, 2003)
Professional liability of ACG CV-Audit is insured by ROSNO OJSC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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WIMM-BILL-DANN FOODS OJSC |
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By: |
/s/ Roman Bolotovskiy |
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Name: |
Roman Bolotovskiy |
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Title: |
Attorney |
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Wimm-Bill-Dann Foods OJSC |
Date: April 15 2010