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
.
2
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.
Information
on candidates to the Board of Directors of WBD Foods OJSC*
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.
3
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
4
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.
5
9. Marcus J. Rhodes
Holds no position in the issuing
joint stock company.
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.
10. Igor Vladimirovich
Kostikov
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.
11. Jacques Vincent
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.
Information on candidates to the Audit Committee of
WBD Foods OJSC*
1. Natalia Borisovna Volkova
Position in the issuing joint stock company:
Head
of Risk Management and SOX Compliance Department of WBD Foods OJSC
6
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
Holds no position in the issuing
joint stock company
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
Holds no position in the issuing
joint stock company
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
Holds no position in the issuing
joint stock company
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
Holds no position in the issuing
joint stock company
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
7
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.
Auditing
services
The success of any company depends on compliance with the increasingly
complex legislative requirements and ability to meet the growing expectations
of stakeholders. In the difficult economic environment prevailing in the world
markets, companies are forced to face a number of new challenges related to
risk management, business practices and financial reporting. Authoritative
opinion of the independent auditor allows companies to provide stakeholders
with the necessary degree of confidence in the reliability of its financial
information. Ernst & Young uses a holistic approach to auditing,
creating a multidisciplinary team of specialists to tackle the most complex
issues.
Ernst & Young auditors will help find solutions to problems,
will promptly draw attention of the management to existing issues, will provide
the Audit Committee with the objective and clear description of the current
situation and will bring to the attention of investors and other stakeholders
the most important information.
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.
8
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.
|
WIMM-BILL-DANN
FOODS OJSC
|
|
|
|
|
|
|
By:
|
/s/
Roman Bolotovskiy
|
|
|
Name:
|
Roman
Bolotovskiy
|
|
|
Title:
|
Attorney
|
|
|
|
Wimm-Bill-Dann
Foods OJSC
|
Date:
April 15 2010
9
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