FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
May 22, 2003
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 ý 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 ý
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APPROVED |
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Board of Directors of OJSC “Wimm-Bill-Dann Foods” |
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Minutes No. 14-05 of May 14, 2003 |
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Chairman of the Board of Directors, D. Iakobachvili |
/s/ D. Iakobachvili |
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(signature) |
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Q U A R T E R L Y R E P O R T
of Issuer of Emissive Securities
for the first quarter of 2003
OPEN JOINT STOCK COMPANY “WIMM-BILL-DANN FOODS”
Issuer’s Code: 06005-A
Location: 109028, Moscow, Yauzsky Boulevard, 16/15, office 306
Postal address: 109028, Moscow, Yauzsky Boulevard, 16/15, office 306
Information contained in the present Quarterly Report is subject to disclosure in conformity with the legislation of Russian Federation relating to securities.
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Chief of the Management Board: S.A. Plastinin |
/s/ S.A. Plastinin |
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(signature) |
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Chief Accountant: E. E. Laryushkina |
/s/ E. E. Laryushkina |
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May 14, 2003 |
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(place for stamp) |
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Contact person: Bolotov Alexander Gennadievich
Legal adviser
Tel.: (095) 733-9727
Fax: (095) 733-9736
E-mail: • HYPERLINK mailto:BOLOTOV2@WBD.RU • BOLOTOV2@WBD.RU•
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A. DATA ON ISSUER
9. Issuer’s full proprietary name.
Open Joint Stock Company “Wimm-Bill-Dann Foods”
10. Abbreviated name.
WBD Foods
11. Data on Issuer’s name and organizational & legal changes.
Limited liability Company “Wimm-Bill-Dann Foods”
WBD Foods
Introduced: April 16, 2001
The present name introduced: May 31, 2001
12. Data on Issuer’s state registration record and licences held.
Issuer’s state registration date: May 31, 2001
State registration certificate No. (or other document verifying Issuer’s state registration) P-15968.16
Organization that performed Issuer’s state registration: State Registration Chamber attached to Ministry of Justice of the Russian Federation, Moscow Registration Chamber
No licences held.
13. Taxpayer’s identification number.
7709342399
14. Issuer’s branch/sectorial affiliation.
OKONKh Codes:
18151, 18221, 18191, 18114, 71100, 71200, 71500, 84500, 51500, 72200
15. Issuer’s location, postal address and contact telephones.
Location: 109028, Moscow, Yauzsky Boulevard, 16/15, office 306
Postal address: 109028, Moscow, Yauzsky Boulevard, 16/15, office 306
Tel.: (095) 733-9723; Fax: (095) 733-9736
E-mail: BOLOTOV2@WBD.RU
16. Data on Issuer’s public accountant / auditor.
Name: CJSC BDO UniconRuf
Location: 113545, Moscow, Varshavskoe shosse, d. 125
Taxpayer ID: 7716021332
Postal address: 113545, Moscow, Varshavskoe shosse, d. 125
Tel.: (095) 319-6636, Fax: (095) 319-5909
E-mail: n/a
Information on auditor’s licence
Licence number: E 000547
Date of issue of licence: June 25, 2002
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Period of validity: June 24, 2007
Organization that issued the licence: RF Ministry of Finance
17. Data on organizations, keeping record of Issuer’s securities rights.
Registration body:
Name: Open Joint Stock Company “Central Moscow Depositary”
Location: Moscow, Orlikov pereulok, 3, build. B
Postal Address: Moscow, Orlikov pereulok, 3, build. B
Tel.: (095) 264-4267, 264-4290. Fax: (095) 264-4267, 265-4336
E-mail: dr@mcd.ru
Licence:
Licence number: 10-000-1-00255
Date of issue of licence: September 13, 2002
Period of validity: not established
Organization that issued the licence: Federal Commission for Securities Market
Date, from which the register of Issuer’s inscribed / registered securities is kept by the registration body, indicated above: July 14, 2001
Centralized storing of Issuer’s inscribed / registered securities during the period under report has not been exercised.
18. Issuer’s bailee (Depository Institution).
Issuer has no bailee (Depository Institution).
19. Issuer’s participants.
Total number of participants / shareholders: 13
Shareholders (participants), owning not less than 5% of Issuer’s charter capital:
19.1 Name: Limited Liability Company “Deutsche Bank”
Location: 129090 Moscow, ul. Schepkin, 4
Mail address: 129090 Moscow, ul. Schepkin, 4
Share of the Issuer`s charter capital: 28.22% (nominal shareholder)
Shareholders (participants) owning not less than 25 percent of the Issuer`s charter capital: none
19.2 Yushvaev, Gavril Abramovich
Share of the Issuer’s charter capital: 18.8021%
19.3 Plastinin, Sergey Arkadievich
Share of the Issuer’s charter capital: 12.1623%
19.4 Dubinin, Mikhail Vladimirovich
Share of the Issuer’s charter capital: 10.15%
19.5 Name: United Burlington Investments Limited, a private company limited by shares
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Location: 241 Camden High Street, London NW1 7BU, England, UK
Mail address: Tirgonu iela, 11/15, Riga, Latvia, LV-1050
Percent of Issuer’s share capital held: 6.95 %
Shareholders (members) holding at least 25 percent of the Issuer’s shareholder (member): none
19.6 Orlov, Alexander Sergeevich
Share of the Issuer’s charter capital: 6.8733%
19.7 Iakobachvili, David
Share of the Issuer’s charter capital: 6.4053%
20. Structure of Issuer’s management / administration.
1. General Meeting of Shareholders;
2. Board of Directors;
3. Company managing / executive committee Chairman;
4. Managing / executive committee.
Competence of the Issuer’s general meeting of shareholders (participants) pursuant to its charter (constituent documents):
15.20. The following are assigned to the competence of the General Meeting of Shareholders:
1) amendment of the Company’s charter or approval of a restated version of the Company’s charter;
2) reorganization of the Company;
3) liquidation of the Company, appointment of a liquidation committee, and approval of interim and final liquidation balance sheets;
4) determination of the number of seats on the Board of Directors, election of its members, and early termination of their powers;
5) determination of the number, par value, and category (class) of authorized shares and the rights granted by such shares;
6) increasing the charter capital by means of an increase in the par value of shares or by means of placement of additional shares, unless increases in the charter capital by means of placement of additional shares are assigned by this charter in accordance with the JSC Law to the competence of the Board of Directors;
7) decreasing the charter capital by means of a decrease in the par value of shares, by acquisition of some shares by the Company for the purpose of reducing their total number, or by cancellation of shares acquired or redeemed by the Company;
8) election of members of the Audit Committee and early termination of their powers;
9) approval of the Company’s auditor;
10) approval of annual balance sheets and annual financial statements, including reports on profits and losses (profit and loss statements) of the Company; distribution of profits, including payment (declaration) of dividends, and losses of the Company on the basis of results of the fiscal year;
11) determination of the procedure for holding the General Meeting of Shareholders;
12) election of members of the Counting Committee and early termination of their authorities;
13) splitting and consolidation of shares;
14) adoption of resolutions approving transactions in the cases provided for by article 83 of the JSC Law;
15) adoption of resolutions approving major transactions in the cases provided for by article 79 of the JSC Law;
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16) acquisition by the Company of placed shares in the cases provided for by the JSC Law;
17) adoption of resolutions concerning participation in holding companies, financial-industrial groups, associations, and other unions of commercial organizations;
18) approval of internal documents regulating the activity of the Company bodies;
19) decision of other questions provided for by the JSC Law.
Competence of the Issuer’s pursuant to its charter (constitutive documents):
16.3. The following are assigned to the competence of the Board of Directors (Supervisory Board) :
1) determination of the priority directions of the Company’s activities;
2) calling of annual and extraordinary General Meetings of Shareholders , except in the cases provided for by article 55.8 of the JSC Law;
3) approval of the agenda of the General Meeting of Shareholders;
4) determination of the date of preparation of the list of persons entitled to participate in the General Meeting of Shareholders, and other issues, assigned to the competence of the Board of Directors in accordance with the provisions of chapter VII of the JSC Law and associated with preparation for and holding of the General Meeting of Shareholders;
5) placement of bonds and other issued securities by the Company in the cases provided for by the JSC Law;
6) determination of the price (monetary value) of property and the price of placement and redemption of issued securities in the cases provided for by the JSC Law;
7) acquisition of shares, bonds, and other securities placed by the Company in the cases provided for by the JSC Law;
8) formation of the executive bodies of the Company and early termination of their authorities—election of the Chairman of the Management Board and appointment of the members of the Management Board,
9) determination of the amounts of compensation and reimbursement to be paid to the executive bodies of the Company—the Chairman of the Management Board and the members of the Management Board;
10) recommendations on the amounts of compensation and reimbursement to be paid to members of the Audit Committee and determination of the amount to be paid for the services of the auditor;
11) recommendations on the amount of the dividend on shares and the procedure for its payment;
12) utilization of the reserve fund and other funds of the Company;
13) approval of internal documents of the Company, with the exception of internal documents whose approval is assigned by the JSC Law to the competence of the General Meeting of Shareholders or assigned by this Charter to the competence of the Company’s executive bodies;
14) creation of branches and opening of representative offices of the Company;
15) approval of major transactions in the cases provided for by chapter X of the JSC Law;
16) approval of the transactions provided for by chapter XI of the JSC Law;
17) approval of the Company’s registration body and the terms of the contract with the registration body, and termination of the contract with the registration body;
18) adoption of resolutions on the Company’s participation in other organizations, except in the cases provided for by article 48.1.18 of the JSC Law;
19) other issues provided for by the JSC Law.
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Competence of the Issuer’s individual and collective executive bodies in accordance with its charter (constitutive documents):
17.1. Management of the Company’s current activities shall be carried out by the individual executive body of the Company— the Director (Chairman of the Management Board)—and by the collective executive body of the Company—the Management Board. The executive bodies of the Company (the Chairman of the Management Board and the Management Board) shall be accountable to the Board of Directors and the General Meeting of Shareholders.
17.2. The Chairman of the Management Board shall perform the functions of Director of the Company and chairman of the collective executive body of the Company (the Management Board). The Chairman of the Management Board shall be the manager of the Company.
17.3. Assigned to the competence of the individual executive body of the Company are all issues of management of the Company’s current activities, with the exception of issues assigned to the competence of the General Meeting of Shareholders and the Board of Directors. The individual executive body of the Company shall organize the fulfillment of resolutions of the General Meeting of Shareholders and the Board of Directors.
17.4. The Chairman of the Management Board without a power of proxy shall act on behalf of the Company, including:
1) carry out operative management of the Company’s activities;
2) have the right of first signature on financial documents;
3) direct and dispose of the Company’s property for the purpose of assuring its current activity, within the limits established by this charter and current Russian legislation;
4) represent the Company’s interests both in the Russian Federation and elsewhere, including in foreign states;
5) approve staff lists, conclude employment contracts with the Company’s employees, and offer incentives to and impose penalties on the Company’s employees;
6) direct the work of the Management Board and preside at its meetings;
7) recommend candidates for the Management Board to the Board of Directors for approval;
8) complete transactions in the Company’s name, except in the cases provided for by the JSC Law and the Company’s charter;
9) issue powers of attorney on in the Company’s name;
10) open bank accounts of the Company;
11) organize the Company’s accounting and reporting;
12) issue orders and instructions binding upon all employees of the Company;
13) perform other functions necessary for achievement of the goals of the Company’s activities and assurance of its normal operation in accordance with current legislation and the Company’s charter, with the exception of the functions assigned by the JSC Law and the Company’s charter to other management bodies of the Company.
17.5. The Chairman of the Management Board shall be elected by the Board of Directors at its first meeting (after the election of a new Board of Directors at the annual General Meeting of Shareholders) for a term of 3 (three) years.
The term of office of the Chairman of the Management Board shall be counted from the time of his election by the Board of Directors to the time of election (reelection) of the Chairman of the Management Board three years later at the first meeting of the new Board of Directors (after the election of a new Board of Directors at the annual General Meeting of Shareholders).
17.6. In the event of early termination of the powers of the Chairman of the Management Board, the powers of the newly elected Chairman of the Management Board shall be effective until the election (reelection) of the Chairman of the Management Board at the first
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meeting of its new Board of Directors (after the election of a new Board of Directors at the annual General Meeting of Shareholders) 3 (three) years after the meeting of the Board of Directors at which the Chairman of the Board of Directors whose powers were terminated was elected.
17.7. The Management Board shall be the collective executive body of the Company and under the direction of the Chairman of the Management Board shall make decisions on the following issues pertaining to current management of the Company’s activities in the period between General Meetings of Shareholders and meetings of the Board of Directors:
17.7.1. organization of the Company’s accounting and reporting, preparation and submission of annual reports and balance sheets of the Company to the Board of Directors for approval;
17.7.2. decisions on issues pertaining to interaction with suppliers of goods and services for the Company and with consumers of its products;
17.7.3. establishment of prices, rates, and commissions under contracts with suppliers and consumers;
17.7.4. ensuring supplies of materials and equipment to the Company and supporting the sale of its products and services;
17.7.5. keeping personnel records in accordance with current Russian legislation;
17.7.6. monitoring the condition of buildings, premises, and equipment of the Company, as well as the movement of tangible and monetary valuables;
17.7.7. the book-keeping of the Company’s archives, ensuring clerical work and the work of the Company’s office, and organization of document storage at the Company in accordance with current legislation;
17.7.8. providing organizational and technical support for the activities of the General Meeting of Shareholders, the Board of Directors, and the Audit Committee;
17.7.9. organizing the fulfillment of resolutions of the General Meeting of Shareholders and the Board of Directors;
17.7.10. performance of orders and/or instructions of the Chairman of the Management Board in other matters associated with the current activities of the Company.
21. Members of Board of Directors (Supervisory Board) of Issuer
Board of Directors
Chairman: David Iakobachvili
Members of Board of Directors:
Dubinin, Mikhail Vladimirovich
Born: 1969
Positions over past 5 years:
Period: 1996 - 1997
Organization: ZAO “Wimm-Bill-Dann Trading Company”
Area of Operations: Production and sale of dairy and cultured milk products, juices, and beverages
Position: General Problems Consultant
Period: 1996-1999
Organization: ZAO “Foods Production”
Area of Operations: Production of foods, juices, and beverages
Position: Deputy Director
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Period: 1997 - 2002
Organization: ZAO “Grande-V”
Area of Operations: Production and sale of foods, juices and beverages
Position: Member of Board of Directors
Period: 1997 - Present
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: OJSC “Tsaritsino Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: OJSC “Children’s Dairy Products Factory”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: OJSC “Ramenskoye Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - 1998
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of dairy products
Position: Deputy General Director
Period: 1998 - Present
Organization: OJSC “Vladivostok Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1998 - Present
Organization: OJSC “Nizhny Novgorod Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1998 - Present
Organization: OJSC “Siberian Milk”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1998 - 2001t
Organization: CB “Expobank” LLC
Area of Operations: Banking services
Position: Member of Board of Directors
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Period: 2000 - Present
Organization: OJSC “Volga Brewery”
Area of Operations: Production and sale of low alcohol content products
Position: Member of Board of Directors
Period: 2000 - Present
Organization: OJSC “Beer Industry of Primorie”
Area of Operations: Production and sale of beer, malt and kvass
Position: Member of Board of Directors
Period: 2000 - Present
Organization: OJSC “Kiev City Dairy No. 3”
Area of Operations: Production and sale of dairy products
Position: Member of Supervisory Board
Period: 2000 - 2001
Organization: OJSC “East-European Insurance Agency”
Area of Operations: Insurance services
Position: Member of the Board of Directors
Period: 2001 - Present
Organization: OJSC “Moskvoretsky Brewery”
Area of Operations: Production and sale of beer and malt
Position: Member of the Board of Directors
Period: 2001 - Present
Organization: OJSC “Ufamolagroprom”
Area of Operations: Production and sale of dairy products
Position: Member of Supervisory Board
Period: 2001 - Present
Organization: OJSC “Bishkeksut”
Area of Operations: Production and sale of dairy products
Position: Member of the Board of Directors
Period: 2001 - Present
Organization: “Central European Brewing Company” LLC
Area of Operations: Production and sale of beer, low alcohol content and alcohol-free beverages
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of dairy products
Position: Adviser to Executive Director
Period: 2001 - Present
Organization: DZAO “Karasuk Milk”
Area of Operations: Production and sale of dairy products
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Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Supervisory Board
Period: 2001 - Present
Organization: ZAO “Rubtsovsk Dairy”
Area of Operations: Production and sale of dairy products and consumer goods
Position: Member of Board of Directors
Period: 2002 - Present
Organization: OJSC “Novokubyshevsk Milk”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2002 - Present
Organization: ZAO “Gulkevichi Creamery”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2002 - Present
Organization: ZAO “Buryn milk powder factoryr”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Share in the Issuer’s charter capital: 10.15%
Shares in Associated/Dependent Companies of the Issuer:
Name: OJSC “Lianozovo Dairy”
Share: 0.058%
Name: OJSC “Tsaritsino Dairy”
Share: 0.66%
Remuneration for the Reporting Period: this information is confidential
Orlov, Alexander Sergueevich
Born: 1948
Positions over past 5 years:
Period: 1994 - 1997
Organization: OJSC “Children’s Dairy Products Factory”
Area of Operations: Production and sale of dairy products
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Position: General Director
Period: 2002 - Present
Organization: ZAO “Buryn milk powder factory”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - 1998
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of dairy products
Position: General Director
Period: 1997 - Present
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: OJSC “Ramenskoye Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: Children’s Dairy Products Factory
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: OJSC “Tsaritsino Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: ZAO “Grande-V”
Area of Operations: Production and sale of foods, juices and beverages
Position: Member of Board of Directors
Period: 1998 - Present
Organization: OJSC “Vladivostok Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1998 - 2002
Organization: ZAO “PTG WBD”
Area of Operations: management and consulring services
Position: General Director
Period: 1998 - Present
Organization: OJSC “Kiev City Dairy #3”
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Area of Operations: Production and sale of dairy products
Position: Supervisory Board Member
Period: 1998 - 2001
Organization: CB “Expobank” LLC
Area of Operations: Banking services
Position: Member of the Board of Directors
Period: 1998 - Present
Organization: OJSC “Siberian Milk”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1998 - Present
Organization: OJSC “Nizhny Novgorod Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1998 - Present
Organization: OJSC “Kiev City Dairy No. 3”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2000 - Present
Organization: OJSC “Beer Industry of Primorie”
Area of Operations: Production and sale of beer, malt and kvass
Position: Member of Board of Directors
Period: 2000 - Present
Organization: OJSC “Volga Brewery”
Area of Operations: Production and sale of low alcohol content products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Moskvoretsky Brewery”
Area of Operations: Production and sale of beer and malt
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Bishkeksut”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: “Central European Brewing Company” LLC
Area of Operations: Production and sale of beer, low alcohol content and alcohol-free beverages
Position: Member of the Board of Directors
Period: 2001 - to present day
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Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of dairy products
Position: Adviser to Executive Director
Period: 2001 - Present
Organization: OJSC “Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Ufamolagroprom”
Area of Operations: Production and sale of dairy products
Position: Member of Supervisory Board
Period: 2001 - Present
Organization: ZAO “Rubtsovsk Dairy”
Area of Operations: Production and sale of dairy products and consumer goods
Position: Member of Board of Directors
Period: 2002 - Present
Organization: OJSC “Novokubyshevsk Milk”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2002 - Present
Organization: DZAO “Karasuk Milk”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2002 - Present
Organization: ZAO “Gulkevichi Creamery”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2002 - Present
Organization: ZAO “Buryn milk powder factory”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Share in the Issuer’s charter capital: 6.87%
Shares in Associated/Dependent Companies of the Issuer:
Name: OJSC “Lianozovo Dairy”
Share: 0.033%
Name: OJSC “Tsaritsino Dairy”
Share: 0.37%
Remuneration for the Reporting Period: this information is confidential
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Plastinin, Sergei Arkadievich
Born: 1968
Positions over past 5 years:
Period: 1992 - Present
Organization: TOO “Universal Partnership “Center”
Area of Operations: Production and sale of consumer goods
Position: General Director
Period: 1996 - Present
Organization: OOO “Experimental association “Issa”
Area of Operations: Production and sale of consumer goods, food products, and products intended for manufacturing purposes
Position: General Director
Period: 1996 - 1998
Organization: ZAO “Foods Production”
Area of Operations: Production and sale of foods, juices and beverages
Position: Deputy Director
Period: 1996 - Present
Organization: ZAO “Production and Analytical Group “Rodnik”
Area of Operations: Production and sale of foods
Position: Executive Director
Period: 1996 - 1998
Organization: AOZT “PK Lianfruct”
Area of Operations: Production and sale of foods, juices, and beverages
Position: Deputy Director
Period: 1997 - Present
Organization: OJSC “Tsaritsino Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: ZAO “Grande-V”
Area of Operations: Production and sale of foods, juices and beverages
Position: Member of Board of Directors
Period: 1997 - Present
Organization: OJSC “Ramenskoye Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: OJSC “Lianozovo Dairy”
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Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: OJSC “Children’s Dairy Products Factory”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1998 - 1998
Organization: ZAO “Lianozovsky”
Area of Operations: Production and sale of dairy and cultured milk products
Position: Deputy Director
Period: 1998 - Present
Organization: ZAO “PTG WBD”
Area of Operations: Managerial and consulting services
Position: Deputy General Director
Period: 1998 - 2001
Organization: CB “Expobank” LLC
Area of Operations: Banking services
Position: Member of Board of Directors
Period: 1998 - Present
Organization: OJSC “Vladivostok Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1998 - Present
Organization: OJSC “Siberian Milk”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1998 - Present
Organization: OJSC “Nizhny Novgorod Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2000 - Present
Organization: OJSC “Beer Industry of Primorie”
Area of Operations: Production and sale of beer, malt, and kvass
Position: Member of Board of Directors
Period: 2000 - Present
Organization: OJSC “Volga Brewery”
Area of Operations: Production and sale of low alcohol content products
Position: Member of Board of Directors
Period: 2000 - Present
Organization: OJSC “Kiev City Dairy No. 3”
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Area of Operations: Production and sale of dairy products
Position: Member of Supervisory Board
Period: 2001 - Present
Organization: OOO “Central European Brewery”
Area of Operations: Production and sale of beer, low alcohol and alcohol-free beverages
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Ufamolagroprom”
Area of Operations: Production and sale of dairy products
Position: Member of Supervisory Board
Period: 2001 - 2001
Organization: OOO “Wimm-Bill-Dann Foods”
Area of Operations: Production and sale of foods, juices and beverages
Position: General Director
Period: 2001 - Present
Organization: OJSC “Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Moskvoretsky Brewery”
Area of Operations: Production and sale of beer and malt
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Bishkeksut”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of dairy products
Position: Adviser to Executive Director
Period: 2001 - Present
Organization: ZAO “Rubtsovsk Dairy”
Area of Operations: Production and sale of dairy products and consumer goods
Position: Member of Board of Directors
Period: 2002 - Present
Organization: ZAO “Gulkevichi Creamery”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2002 - Present
Organization: DZAO “Karasuk Milk”
17
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2002 - Present
Organization: OJSC “Novokubyshevsk Milk”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Share in the Issuer’s charter capital: 12.16%
Shares in Associated/Dependent Companies of the Issuer:
Name: OJSC “Lianozovo Dairy”
Share: 0.058%
Name: OJSC “Tsaritsino Dairy”
Share: 0.66%
Remuneration for the Reporting Period: this information is confidential
Scherbak, Vladimir Nikolaevich
Born: 1939
Positions over past 5 years:
Period: 1996 - 1999
Organization: Ministry of Agriculture and Food of the Russian Federation
Area of Operations: Management in the sphere of the agroindustrial complex and food supplies
Position: First Deputy Minister
Period: 1999 - 2000
Organization: Government of the Russian Federation
Area of Operations: Executive functions
Position: Minister, Deputy Chairman of the Russian Federation Government
Period: 2001 - Present
Organization: OJSC “Lianozovsky Dairy”
Area of Operations: Production and sale of dairy products
Position: Adviser to Executive Director
Share in the Issuer’s charter capital: none
Shares in Associated/Dependent Companies of the Issuer: none
Remuneration for the Reporting Period: this information is confidential
David Iakobachvili
Born: 1957
18
Positions over past 5 years:
Period: 1997 - Present
Organization: Airport Financial Services Limited
Area of Operations: Financial services
Position: Director
Period: 1997 - Present
Organization: OOO “Trinity”
Area of Operations: Servicing and maintenance of machinery and equipment
Position: Member of Board of Directors
Period: 1999 - Present
Organization: OJSC “Prospect”
Area of Operations: Catering
Position: Member of Board of Directors
Period: 2000 - Present
Organization: OJSC “Beer Industry of Primorie”
Area of Operations: Production and sale of beer, malt, and kvass
Position: Member of Board of Directors
Period: 2000 - Present
Organization: OJSC “Kiev City Dairy No. 3”
Area of Operations: Production and sale of dairy products
Position: Member of Supervisory Board
Period: 2000 - 2001
Organization: OJSC “East-European Insurance Agency”
Area of Operations: Insurance services
Position: Member of Board of Directors
Period: 2000 - 2001
Organization: CB “Expobank” LLC
Area of Operations: Banking services
Position: Member of Board of Directors
Period: 2000 - Present
Organization: OJSC “Volga Brewery”
Area of Operations: Production and sale of low alcohol products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Vladivostok Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Ramenskoye Dairy”
19
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Tsaritsino Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of dairy products
Position: Adviser to Executive Director, member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Nizhny Novgorod Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Children’s Dairy Products Factory”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Siberian Milk”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Bishkeksut”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Moskvoretsky Brewery”
Area of Operations: Production and sale of beer and malt
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OOO “Central European Brewery”
Area of Operations: Production and sale of beer, low alcohol and alcohol-free beverages
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Ufamolagroprom”
20
Area of Operations: Production and sale of dairy products
Position: Member of Supervisory Board
Period: 2001 - Present
Organization: ZAO “Metelitsa-Club”
Area of Operations: Organization and running of public catering establishments
Position: Member of Board of Directors
Period: 2001 - Present
Organization: ZAO “Rubtsovsk Dairy”
Area of Operations: Production and sale of food products and consumer goods
Position: Member of Board of Directors
Period: 2002 - Present
Organization: ZAO “Gulkevichi Creamery”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2002 - Present
Organization: OJSC “Novokubyshevsk Milk”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2003 - Present
Organization: ZAO “Auto-40”
Area of Operations: Transport and expeditionary services
Position: Member of Board of Directors
Share in the Issuer’s charter capital stock: 6.41%
Shares in Associated/Dependent Companies of the Issuer:
Name: OJSC “Lianozovo Dairy”
Share: 0.03%
Name: OJSC “Tsaritsino Dairy”
Share: 4.08%
Remuneration for the Reporting Period: this information is confidential
Tutelyan, Victor Alexandrovich
Born: 1942
Positions over past 5 years:
Period: 1980 - 1999
Organization: Institute of Nutrition of the Russian Academy of Medical Sciences
Area of Operations: scientific research
Position: Deputy Director
21
Period: 2000 - Present
Organization: Institute of Nutrition of the Russian Academy of Medical Sciences
Area of Operations: scientific research
Position: Director
Share in the Issuer’s charter capital stock: none
Shares in Associated/Dependent Companies of the Issuer: none
Remuneration for the Reporting Period: this information is confidential
Yasin, Eugeny Grigorievich
Born: 1934
Positions over past 5 years:
Period: 1994 - 1997
Organization: Ministry of Economy of the Russian Federation
Area of Operations: Economics
Position: Minister
Period: 1997 - 1998
Organization: Government of the Russian Federation
Area of Operations: Economics
Position: Minister
Period: 1998 - Present
Organization: Moscow State University - Higher School of Economics
Area of Operations: Teaching
Position: Scientific adviser
Share in the Issuer’s charter capital stock: none
Shares in Associated/Dependent Companies of the Issuer: none
Remuneration for the Reporting Period: this information is confidential
Guy de Selliers
Born: 1952
Positions over past 5 years:
Period: 1990 - 1997
Organization: EBRD Bank
Area of Operations: Banking
Position: Deputy Vice-President
Period: 1997 - 1998
22
Organization: Mc. BBL, Investment Bank
Area of Operations: Banking
Position: Head of Department
Period: 1999 - 2000
Organization: Fleming, Investment Bank
Area of Operations: Banking
Position: Head of European Department
Period: 2001 - Present
Organization: Leader Capital
Area of Operations: Private stock fund
Position: Chairman
Share in the Issuer’s charter capital stock: none
Shares in Associated/Dependent Companies of the Issuer: none
Remuneration for the Reporting Period: this information is confidential
Michael A. O’Neill
Born: 1945
Positions over past 5 years:
Period: 1991 - 1997
Organization: The Coca-Cola Company
Area of Operations: soft drinks
Position: Regional Manager, Eurasia Region
Period: 1997 - 2000
Organization: The Coca-Cola Company
Area of Operations: soft drinks
Position: President of Northern Eurasia Division
Period: 2000 - Present
Organization: The Coca-Cola Company
Area of Operations: soft drinks
Position: Consultant
Period: 2002 - Present
Organization: EFES Breweries International
Area of Operations: production and sale of beer
Position: Member of the Board of Directors
Period: 2002 - Present
Organization: ZAO Torgoviy Dom Perekriostok
Area of Operations: retailing
Position: Member of the Board of Directors
23
Share in the Issuer’s charter capital: none
Shares in Associated/Dependent Companies of the Issuer: none
Remuneration for the Reporting Period: this information is confidential
Ernest Linwood Tipton
Born: 1934
Positions over past 5 years:
Period: 1987 - Present
Organization: International Dairy Foods Association
Area of Operations: Agriculture
Position: President
Share in the Issuer’s charter capital: none
Shares in Associated/Dependent Companies of the Issuer: none
Remuneration for the Reporting Period: this information is confidential
J. B. Mark Mobius
Born: 1936
Positions over past 5 years:
Period: 1992 - Present
Organization: Templeton Asset Management Ltd.
Area of Operations: Provision of managerial services
Position: Managing Director
Period: 2002 - Present
Organization: OAO “Lukoil”
Area of Operations: Oil and gas investigation,production and sale of petrochemicals
Position: Member of the Board of Directors
Share in the Issuer’s charter capital: none
Shares in Associated/Dependent Companies of the Issuer: none
Remuneration for the Reporting Period: this information is confidential
22. Issuer’s individual and collective administrative/managerial staff.
Individual executive body and members of collective executive body:
24
Kolokatov, Dmitry Sergeevich
Born: 1973
Positions over past 5 years:
Period: 1998 - 2000
Organization: ZAO “Wimm-Bill-Dann Trading Company”
Area of Operations: Production and sale of foods, juices and beverages
Position: Trademark Manager
Period: 1998 - Present
Organization: ZAO “Wimm-Bill-Dann Purchaser”
Area of Operations: Wholesale trade
Position: Adviser
Period: 2000 - 2000
Organization: ZAO “Wimm-Bill-Dann Trading Company”
Area of Operations: Production and sale of foods, juices and beverages
Position: Senior Trade Mark Manager
Period: 2000 - Present
Organization: ZAO “Wimm-Bill-Dann Trading Company”
Area of Operations: Production and sale of foods, juices and beverages
Position: Executive Director
Period: 2002 - Present
Organization: Roska OAO
Area of Operations: Production and sale of foods
Position: Member of Board of Directors
Period: 2002 - Present
Organization: ZAO “Depsona”
Area of Operations: Production and sale of foods, juices, beverages, mineral water, children’s foods, dairy and cultured milk products
Position: Member of Board of Directors
Share in the Issuer’s charter capital stock: none
Shares in Associated/Dependent Companies of the Issuer: none
Remuneration for the Reporting Period: this information is confidential
Kuprianov, Dmitry Victorovich
Born: 1972
Positions over past 5 years:
Period: 1996 - 1997
25
Organization: Econika Corporation
Area of Operations: Sale of footwear
Position: Head of personnel and sales promotion sector
Period: 1997 - 1998
Organization: ZAO “Asmart”
Area of Operations: No data
Position: Head of personnel department
Period: 1998 - 2001
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of foods, juices and beverages
Position: Director of personnel department
Period: 2001 - Present
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of foods, juices and beverages
Position: Head of personnel administration
Share in the Issuer’s charter capital stock: none
Shares in Associated/Dependent Companies of the Issuer: none
Remuneration for the Reporting Period: this information is confidential
Plastinin, Sergei Arkadievich
Born: 1968
Positions over past 5 years:
Period: 1992 - Present
Organization: TOO “Universal Partnership “Center”
Area of Operations: Production and sale of consumer goods
Position: General Director
Period: 1996 - Present
Organization: OOO “Experimental association “Issa”
Area of Operations: Production and sale of consumer goods and technical and manufacturing products
Position: General Director
Period: 1996 - 1998
Organization: ZAO “Foods Production”
Area of Operations: Production and sale of foods, juices and beverages
Position: Deputy Director
Period: 1996 - 1998
Organization: AOZT “Lianfrukt”
26
Area of Operations: Production and sale of foods, juices and beverages
Position: Deputy Director
Period: 1996 - Present
Organization: ZAO “Production and Analytical Group “Rodnik”
Area of Operations: Production and sale of foods
Position: Executive Director
Period: 1997 - Present
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: OJSC “Tsaritsino Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: OJSC “Children’s Dairy Products Factory”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: OJSC “Ramenskoye Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1997 - Present
Organization: ZAO “Grande-V”
Area of Operations: Production and sale of foods, juices and beverages
Position: Member of Board of Directors
Period: 1998 - 1998
Organization: ZAO “Lianozovsky”
Area of Operations: Production and sale of dairy and cultured milk products
Position: Deputy Director
Period: 1998 - Present
Organization: CB “Expobank” LLC
Area of Operations: Banking services
Position: Member of the Board of Directors
Period: 1998 - Present
Organization: OJSC “Siberian Milk”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1998 - Present
Organization: OJSC “Nizhny Novgorod Dairy”
27
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1998 - Present
Organization: OJSC “Vladivostok Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2000 - Present
Organization: OJSC “Volga Brewery”
Area of Operations: Production and sale of low alcohol content products
Position: Member of Board of Directors
Period: 2000 - 2002
Organization: OJSC “Beer Industry of Primorie”
Area of Operations: Production and sale of beer, malt and kvass
Position: Member of Board of Directors
Period: 2000 - Present
Organization: OJSC “Kiev City Dairy No. 3”
Area of Operations: Production and sale of dairy products
Position: Member of Supervisory Board
Period: 2001 - 2001
Organization: OOO “Wimm-Bill-Dann Foods”
Area of Operations: Production and sale of foods, juices and beverages
Position: General Director
Period: 2001 - Present
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of dairy foods
Position: Adviser to Executive Director
Period: 2001 - Present
Organization: OOO “Central European Brewery”
Area of Operations: Production and sale of beer, low alcohol and alcohol-free beverages
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Moskvoretsky Brewery”
Area of Operations: Production and sale of beer and malt
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Ufamolagroprom”
Area of Operations: Production and sale of dairy products
Position: Member of Supervisory Board
Period: 2001 - Present
Organization: OJSC “Dairy”
28
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Bishkeksut”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: ZAO “Rubtsovsk Dairy”
Area of Operations: Production and sale of food products
Position: Member of Board of Directors
Period: 2001 - Present
Organization: OJSC “Wimm-Bill-Dann Foods”
Area of Operations: Production and sale of foods, juices and beverages
Position: President of Board (Chairman of Management Board)
Period: 2002 - Present
Organization: DZAO “Karasuk Milk”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2002 - Present
Organization: ZAO “Gulkevichi Creamery”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 2002 - Present
Organization: OJSC “Novokubyshevsk Milk”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Share in the Issuer’s charter capital: 12.16%
Shares in Associated/Dependent Companies of the Issuer:
Name: OJSC “Lianozovo Dairy”
Share: 0.058%
Name: OJSC “Tsaritsino Dairy”
Share: 0.66%
Remuneration for the Reporting Period: this information is confidential
Byrdin, Maxim Olegovich
Born: 1972
Positions over past 5 years:
29
Period: 1995 - 1997
Organization: ZAO “Wimm-Bill-Dann Trading Company”
Area of Operations: Production and sale of foods, juices and beverages
Position: Executive Director
Period: 1997 - 1998
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of milk and dairy products
Position: First Deputy General Director
Period: 1998 - Present
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of milk and dairy products
Position: Executive Director, Chairman of the Management Board
Period: 2002 - Present
Organization: Roska OAO
Area of Operations: Production and sale of foods
Position: Member of Board of Directors
Period: 2002 - Present
Organization: OJSC “Ufamolagroprom”
Area of Operations: Production and sale of dairy products
Position: Member of Supervisory Board
Period: 2002 - Present
Organization: OJSC “Kharkov Dairy”
Area of Operations: Production and sale of milk and dairy products
Position: Member of Board of Directors
Share in the Issuer’s charter capital: none
Shares in Associated/Dependent Companies of the Issuer: none
Remuneration for the Reporting Period: this information is confidential
Kompaniets, Leonid Andreevich
Born: 1957
Positions over past 5 years:
Period: 1995 - Present
Organization: OJSC “Lianozovo Dairy”
Area of Operations: Production and sale of milk and dairy products
Position: Production Director
Share in the Issuer’s charter capital: none
30
Shares in Associated/Dependent Companies of the Issuer:
Name: OJSC “Lianozovo Dairy”
Share: 0.67%
Remuneration for the Reporting Period: this information is confidential
Preobrazhensky, Vladimir Vladimirovich
Born: 1961
Positions over past 5 years:
Period: 1997 - 1998
Organization: Vremya ZAO
Area of Operations: Pharmaceuticals
Position: General Director
Period: 1998 - 1998
Organization: Ward Howell International ZAO
Area of Operations: Consulting services
Position: Consultant
Period: 1998-1998
Organization: Inkombank OAO
Area of Operations: Banking
Position: Vice President
Period: 1999 - 2000
Organization: Vympel Communications OAO
Area of Operations: Telecommunication services
Position: Deputy General Director
Period: 2000 - 2000
Organization: BeeOnLine-Portal ZAO
Area of Operations: Telecommunication services
Position: General Director
Period: 2000 - 2000
Organization: Vympel Communications OAO
Area of Operations: Telecommunication services
Position: Vice President
Period: 2000 - 2002
Organization: Ward Howell International ZAO
Area of Operations: Consulting services
Position: Consultant
Period: 2002 - Present
Organization: Wimm-Bill-Dann Foods OAO
31
Area of Operations: Production and sale of foods, juices, and beverages
Position: Chief Financial Officer
Share in the Issuer’s charter capital: none
Share in Associated/Dependent Companies of the Issuer: none
Remuneration for the Reporting Period: this information is confidential
Smirnov, Pavel Andreevich
Born: 1972
Positions over past 5 years:
Period: 1997 - 1998
Organization: ZAO “Wimm-Bill-Dann Trading Company”
Area of Operations: Production and sale of foods, juices, and beverages
Position: Expert Analyst of the Analytical Section of the Product Promotion Service
Period: 1998 - Present
Organization: OJSC Lianovozo Dairy
Area of Operations: Production and sale of dairy and cultured milk products
Position: Director of Marketing Department
Share in the Issuer’s charter capital: none
Share in Associated/Dependent Companies of the Issuer: none
Remuneration for the Reporting Period: this information is confidential
Person performing the functions of individual executive body of the Issuer: Sergei Arkadievich Plastinin
23. Remuneration paid to the members of the Board of Directors (Supervisory Board) and other officers of the Issuer.
Total remuneration amount paid to all persons in Sections 21 and 22 during the reporting period:
Salary (rub.): 6,493,262
Bonuses (rub.): 0
Commission (rub.): 0
Other Considerations (rub.): 0
Total (rub.): 6,493,262
See also Sections 21 and 22
24. Information on legal entities with Issuer’s participation.
Legal entities in which the Issuer owns not less than 5 per cent of the charter capital:
32
Name: Closed Joint-Stock Company “Production and Analytical Group Rodnik”
Location: 103009, Moscow, Bryusov per., d. 8/10, str. 2, 2nd floor, room 13a
Postal Address: 103009, Moscow, Bryusov per., d. 8/10, str. 2, 2nd floor, room 13a
Issuer’s share in the charter capital of the legal entity: 100%
Name: Limited Liability Company “Wimm-Bill-Dann Mineral Water”
Location: 109028, Moscow, Yauzsky Boulevard, d. 16/15
Postal Address: 109028, Moscow, Yauzsky Boulevard, d. 16/15
Issuer’s share in the charter capital of the legal entity: 100%
Name: Open Joint Stock Company “Roska”
Location: St. Petersburg, Russia
Postal Address: 194292, St. Petersburg, promzona Parnas, 6-oi Verkhny per., d. 1
Issuer’s share in the charter capital of the legal entity: 100%
Name: Closed Joint Stock Company “Darya”
Location: 310172, Ukraine, Kharkov, ul. Roganskaya, d. 149
Postal Address: 310172, Ukraine, Kharkov, ul. Roganskaya, d. 149
Issuer’s share in the charter capital of the legal entity: 98.84%
Name: Open Joint Stock Company “Tuimazy Milk Plant”
Location: Republic of Bashkortostan, Tuimazy, ul. Severnaya, d. 9
Postal Address: Republic of Bashkortostan, Tuimazy, ul. Severnaya, d. 9
Issuer’s share in the charter capital of the legal entity: 85%
Name: Closed Joint Stock Company “Wimm-Bill-Dann Trading Company”
Location: 103009, Moscow, Bryusov per., d. 8/10, str. 2, 2nd floor, room 17
Postal Address: 127591, Moscow, Dmitrovskoe shosse, d. 108
Issuer’s share in the charter capital of the legal entity: 83.19%
Name: Open Joint-Stock Company “Lianozovo Dairy”
Location: 127591, Moscow, Dmitrovskoe shosse, d. 108
Postal Address: 127591, Moscow, Dmitrovskoe shosse, d. 108
Issuer’s share in the charter capital of the legal entity: 82.66%
Name: Limited Liability Company “Annino Milk”
Location: Russia, Voronezh Region, rabochii poselok Anna, ul. Sevastopolskaya, d. 4
Postal Address: Russia, Voronezh Region, rabochii poselok Anna, ul. Sevastopolskaya, d. 4
Issuer’s share in the charter capital of the legal entity: 78.56%
Name: Closed Joint Stock Company “Buryn Milk powder Plant”
Location: 245710, Ukraine, Sumy Region, Buryn, Konotopske shose, d. 1
Postal address: 245710, Ukraine, Sumy Region, Buryn, Konotopske shose, d. 1
Issuer’s share in the charter capital of the legal entity: 76%
Name: Open Joint Stock Company “Kharkov Dairy”
Location: 60172, Ukraine, Kharkov, ul. Roganskaya, d. 149
Postal Address: 60172, Ukraine, Kharkov, ul. Roganskaya, d. 149
Issuer’s share in the charter capital of the legal entity: 75.075%
33
Name: Closed Joint Stock Company “Gulkevichi Creamery”
Location: 352150, Krasnodar Region, Gulkevichi, ul. Korotkova, d. 155
Postal Address: 352150, Krasnodar Region, Gulkevichi, ul. Korotkova, d. 155
Issuer’s share in the charter capital of the legal entity: 52.24%
Name: Open Joint-Stock Company “Tsaritsino Dairy”
Location: 115201, Russian Federation, Moscow, 1st Varshavsky Proezd, d. 6/10
Postal Address: 115201, Russian Federation, Moscow, 1st Varshavsky Proezd, d. 6/10
Issuer’s share in the charter capital of the legal entity: 28.74%
Name: Open Joint Stock Company “Children’s Dairy Products Factory”
Location: 127591, Moscow, Dmitrovskoe shosse, d. 108-A
Postal Address: 127591, Moscow, Dmitrovskoe shosse, d. 108-A
Issuer’s share in the charter capital of the legal entity: 25.1%
Name: Open Joint-Stock Company “Dairy”
Location: 353760, Timashevsk, Krasnodar Region. ul. Gibridnaya, d. 2
Postal Address: 353760, Timashevsk, Krasnodar Region. ul. Gibridnaya, d. 2
Issuer’s share in the charter capital of the legal entity: 0.27%
This entity’s share in the Issuer’s charter capital: none
25. Shares of all legal entities, in which the Issuer owns more than 5 per cent of the charter capital, and their officers, in the Issuer’s charter capital.
25.1 Name: Closed Joint-Stock Company “Production and Analytical Group Rodnik”
Location: 103009, Moscow, Bryusov per., d. 8/10, str. 2, 2nd floor, room 13a
Postal Address: 103009, Moscow, Bryusov per., d. 8/10, str. 2, 2nd floor, room 13a
Issuer’s share in the charter capital of the legal entity: 100%
This entity’s share in the Issuer’s charter capital: none
Officers:
25.1.1 Plastinin, Sergei Arkadievich
Functions of this person: Individual Executive Body
This person’s share in the Issuer’s charter capital: 12.1623%
25.2 Name: Limited Liability Company “Wimm-Bill-Dann Mineral Water”
Location: 109028, Moscow, Yauzsky Boulevard, d. 16/15
Postal Address: 109028, Moscow, Yauzsky Boulevard, d. 16/15
Issuer’s share in the charter capital of the legal entity: 100%
This entity’s share in the Issuer’s charter capital: none
25.3 Name: Open Joint Stock Company “Roska”
Location: St. Petersburg, Russia
Postal Address: 194292, St. Petersburg, promzona Parnas, 6-oi Verkhny per., d. 1
Issuer’s share in the charter capital of the legal entity: 100%
This entity’s share in the Issuer’s charter capital: none
25.4 Name: Closed Joint Stock Company “Darya”
Location: 310172, Ukraine, Kharkov, ul. Roganskaya, d. 149
34
Postal Address: 310172, Ukraine, Kharkov, ul. Roganskaya, d. 149
Issuer’s share in the charter capital of the legal entity: 98.84%
This entity’s share in the Issuer’s charter capital: none
25.5 Name: Open Joint Stock Company “Tuimazy Milk Plant”
Location: Republic of Bashkortostan, Tuimazy, ul. Severnaya, d. 9
Postal Address: Republic of Bashkortostan, Tuimazy, ul. Severnaya, d. 9
Issuer’s share in the charter capital of the legal entity: 85%
This entity’s share in the Issuer’s charter capital: none
25.6 Name: Closed Joint Stock Company “Wimm-Bill-Dann Trading Company”
Location: 103009, Moscow, Bryusov per., d. 8/10, str. 2, 2nd floor, room 17
Postal Address: 127591, Moscow, Dmitrovskoe shosse, d. 108
Issuer’s share in the charter capital of the legal entity: 83.19%
This entity’s share in the Issuer’s charter capital: none
Name: Open Joint-Stock Company “Lianozovo Dairy”
Location: 127591, Moscow, Dmitrovskoe shosse, d.108
Postal Address: 127591, Moscow, Dmitrovskoe shosse, d.108
Issuer’s share in the charter capital of the legal entity: 82.66%
This entity’s share in the Issuer’s charter capital: none
Officers:
25.7.1 Visohnyakov, Mikhail Ivanovich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 3.09%
25.7.2 Dubinin, Mikhail Vladimirovich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 12.16%
25.7.3 Orlov, Alexander Sergeevich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 6.87%
25.7.4 Plastinin, Sergei Arkadievich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 12.16%
25.7.5 Iakobachvili, David
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 6.41%
25.7.6 Yaroslavsky, Evgeny Lvovich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 3.04%
25.8 Name: Limited Liability Company “Annino Milk”
Location: Russia, Voronezh Obalast, rabochii poselok Anna, ul. Sevastopolskaya, d. 4
Postal Address: Russia, Voronezh Region, rabochii poselok Anna, ul. Sevastopolskaya, d. 4
35
Issuer’s share in the charter capital of the legal entity: 78.56%
This entity’s share in the Issuer’s charter capital: none
25.9 Name: Closed Joint Stock Company “Buryn Milk powder Plant”
Location: 245710, Ukraine, Sumy Region, Buryn, Konotopske shose, d. 1
Postal address: 245710, Ukraine, Sumy Region, Buryn, Konotopske shose, d. 1
Issuer’s share in the charter capital of the legal entity: 76%
This entity’s share in the Issuer’s charter capital: none
Officers:
25.9.1 Dubinin, Mikhail Vladimirovich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 12.16%
25.9.2 Orlov, Alexander Sergeevich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 6.87%
25.10 Name: Open Joint Stock Company “Kharkov Dairy”
Location: 60172, Ukraine, Kharkov, ul. Roganskaya, d. 149
Postal Address: 60172, Ukraine, Kharkov, ul. Roganskaya, d. 149
Issuer’s share in the charter capital of the legal entity: 75.075%
This entity’s share in the Issuer’s charter capital: none
25.11 Name: Closed Joint Stock Company “Gulkevichi Creamery”
Location: 352150, Krasnodar Region, Gulkevichi, ul. Korotkova, d. 155
Postal Address: 352150, Krasnodar Region, Gulkevichi, ul. Korotkova, d. 155
Issuer’s share in the charter capital of the legal entity: 52.24%
This entity’s share in the Issuer’s charter capital: none
Officers:
25.11.1 Dubinin, Mikhail Vladimirovich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 12.16%
25.11.2 Orlov, Alexander Sergeevich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 6.87%
25.11.3 Plastinin, Sergei Arkadievich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 12.16%
25.11.4 Iakobachvili, David
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 6.41%
25.11.5 Yaroslavsky, Evgeny Lvovich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 3.04%
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25.12 Name: Open Joint Stock Company “Tsaritsino Dairy”
Location: 115201, Russian Federation, Moscow, 1st Varshavsky Proezd, d. 6/10
Postal Address: 115201, Russian Federation, Moscow, 1st Varshavsky Proezd, d. 6/10
Issuer’s share in the charter capital of the legal entity: 28.74%
This entity’s share in the Issuer’s charter capital: none
Officers:
25.12.1 Evdokimov, Viktor Egorovich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 0.9%
25.12.2 Vishnyakov, Mikhail Ivanovich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 3.09%
25.12.3 Dubinin, Mikhail Vladimirovich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 12.16%
25.12.4 Orlov, Alexander Sergeevich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 6.87%
25.12.5 Plastinin, Sergei Arkadievich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 12.16%
25.12.6 Iakobachvili, David
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 6.41%
25.13 Name: Open Joint Stock Company “Children’s Dairy Products Factory”
Location: 127591, Moscow, Dmitrovskoe shosse, d. 108-A
Postal Address: 127591, Moscow, Dmitrovskoe shosse, d. 108-A
Issuer’s share in the charter capital of the legal entity: 25.1%
This entity’s share in the Issuer’s charter capital: none
Officers:
25.13.1 Dubinin, Mikhail Vladimirovich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 12.16%
25.13.2 Orlov, Alexander Sergeevich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 6.87%
25.13.3 Plastinin, Sergei Arkadievich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 12.16%
25.13.4 Iakobachvili, David
37
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 6.41%
25.13.5 Yaroslavsky, Evgeny Lvovich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 3.04%
25.14. Name: Open Joint-Stock Company “Dairy”
Location: 353760, Timashevsk, Krasnodar Region. ul. Gibridnaya, d. 2
Postal Address: 353760, Timashevsk, Krasnodar Region. ul. Gibridnaya, d. 2
Issuer’s share in the charter capital of the legal entity: 0.27%
This entity’s share in the Issuer’s charter capital: none
Officers:
25.14.1 Dubinin, Mikhail Vladimirovich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 12.16%
25.14.2 Orlov, Alexander Sergeevich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 6.87%
25.14.3 Plastinin, Sergei Arkadievich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 12.16%
25.14.4 Iakobachvili, David
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 6.41%
25.14.5 Yaroslavsky, Evgeny Lvovich
Functions of this person: Member of the Board of Directors (Supervisory Board)
This person’s share in the Issuer’s charter capital: 3.04%
26. Other affiliated companies of the Issuer.
26.1 Name: Open Joint-Stock Company “Nizhny Novgorod Dairy”
Location: 603309, Nizhny Novgorod, , ul. Larina, d. 19
Postal Address: 603309, Nizhny Novgorod, , ul. Larina, d. 19
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.2 Name: Open Joint-Stock Company “Siberian Milk”
Location: 603088, Novosibirsk, ul. Petukhova, d. 33
Postal Address: 603088, Novosibirsk, ul. Petukhova, d. 33
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.3 Name: Open Joint-Stock Company “Vladivostok Dairy”
Location: 690087, Vladivostok, ul. Strelochnaya, d. 19
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Postal Address: 690087, Vladivostok, ul. Strelochnaya, d. 19
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.4 Name: Open Joint-Stock Company “Ramenskoye Dairy”
Location: 140000, Moscow Region, Ramenskoye, Transportny Proezd. d. 1
Postal Address: 140000, Moscow Region, Ramenskoye, Transportny Proezd. d. 1
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.5 Name: Open Joint-Stock Company “Kiev City Dairy No. 3”
Location: Ukraine, Kiev Region, Vishnevskoe, ul. Promyshlennaya, d. 7
Postal Address: Ukraine, Kiev Region, Vishnevskoe, ul. Promyshlennaya, d. 7
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.6 Name: Closed Joint-Stock Company “Dary Valdaya”
Location: 174350, Novgorod Region, Okulovka, ul. Tsentralnaya, d. 5
Postal Address: 174350, Novgorod Region, Okulovka, ul. Tsentralnaya, d. 5
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.7 Name: Limited Liability Company “Lianozovo-Samara”
Location: 443111, Samara, ul. Fadeeva, 64 - A
Postal Address: 443111, Samara, ul. Fadeeva, 64 - A
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.8 Name: Associated Closed Joint-Stock Company “Karasuk Milk”
Location: 632810, Karasuk, ul. Radischeva, d. 16
Postal Address: 632810, Karasuk, ul. Radischeva, d. 16
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.9 Name: Limited Liability Company “Wimm-Bill-Dann Izhora”
Location: 188512, Leningrad Region, Lomonosovsky District, Gorbunki, d. 2
Postal Address: 188512, Leningrad Region, Lomonosovsky District, Gorbunki, d. 2
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.10 Name: Limited Liability Company “Nevsky Dairy Trading House”
Location: 194902, Saint-Petersburg, Vyborgskoye shosse, d. 226, lit.A
Postal Address: 194902, Saint-Petersburg, Vyborgskoye shosse, d. 226, lit. A
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.11 Name: Limited Liability Company “Wimm-Bill-Dann Agro”
Location: 109028, Moscow, Yauzsky Boulevard, d. 16/15, room 306
Postal Address: 109028, Moscow, Yauzsky Boulevard, d. 16/15, room 306
Issuer’s share in the charter capital of the legal entity: none
39
This entity’s share in the Issuer’s charter capital: none
26.12 Name: Closed Joint-Stock Company “Wimm-Bill-Dann Purchaser”
Location: 103009, Moscow, ul. Tverskaya, d. 9/17, str. 3, room 66
Postal Address: 127591, Moscow, Dmitrovskoe shosse, d. 108, str. 3
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.13 Name: Limited Liability Company “Ramenskoye Milk”
Location: 123242, Moscow, ul. Bolshaya Gruzinskaya, d. 14, str. 1
Postal Address: 109028, Moscow, Yauzsky Boulevard, d. 16
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.14 Name: Limited Liability Company “Semiruchye”
Location: 174710, Novgorod Region, Okulovsky District, Kulotino, Prospekt Sovetsky, d. 1
Postal Address: 174710, Novgorod Region, Okulovsky District, Kulotino, Prospekt Sovetsky, d. 1
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.15 Name: Limited Liability Company “Wimm-Bill-Dann Rostov-na-Donu”
Location: 344007, Rostov-na-Donu, ul. Lugovaya. d. 12
Postal Address: 344007, Rostov-na-Donu, ul. Lugovaya. d. 12
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.16 Name: Limited Liability Company “Wimm-Bill-Dann Vladivostok”
Location: 690088, Vladivostok, ul. Strelochnaya, d. 19
Postal Address: 690088, Vladivostok, ul. Strelochnaya, d. 19
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.17 Name: Limited Liability Company “Ramenskiye Juices”
Location: 140100, Moscow Region, Ramenskoye, Transportny Proezd, d. 1
Postal Address: 140100, Moscow Region, Ramenskoye, Transportny Proezd, d. 1
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.18 Name: Limited Liability Company “Kupino Milk”
Location: 632740, Novosibirsk Region, Kupino, ul. Elevatorskaya, d. 54
Postal Address: 632740, Novosibirsk Region, Kupino, ul. Elevatorskaya, d. 54
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.19 Name: Joint-Stock Company “Wimm-Bill-Dann Netherlands B.V. (the Netherlands)
Location: Prins Hendriklaan 49, 1075 BA Amsterdam, the Netherlands
Postal Address: Prins Hendriklaan 49, 1075 BA Amsterdam, the Netherlands
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
40
26.20 Name: Associated Company “Wimm-Bill-Dann” (Ukraine)
Location: 252057, Kiev-57, ul. Ezhena Potier, d. 12
Postal Address: 252057, Kiev-57, ul. Ezhena Potier, d. 12
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.21 Name: Wimm Bill Dann Israel Ltd (Israel)
Location: 11 Moshe Levi St., Rishon Le Zion, Izrael
Postal Address: 11 Moshe Levi St., Rishon Le Zion, Izrael
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.22 Name: Closed Joint-Stock Company “Podmoskovnoye Milk”
Location: 125047, Moscow, ul. Butyrsky Val, d. 1, board room
Postal Address:109028, Moscow, Yauzsky Boulevard, d. 16
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.23 Name: Open Joint-Stock Company “Bishkeksut”
Location: Kyrgyz Republic, Bishkek, Prospekt Chuy, d. 12A
Postal Address: Kyrgyz Republic, Bishkek, Prospekt Chuy, d. 12A
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.24 Name: Limited Liability Company “Wimm-Bill-Dann Krasnoyarsk”
Location: 660059, Krasnoyarsk, ul. Kommunalnaya, d. 2
Postal Address: 660059, Krasnoyarsk, ul. Kommunalnaya, d. 2
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.25 Name: Closed Joint-Stock Company “Rubtsovsk Dairy”
Location: 658203, Russian Federation, Altai Region, Rubtsovsk, ul. Stroitelnaya, d. 32
Postal Address: 658203, Russian Federation, Altai Region, Rubtsovsk, ul. Stroitelnaya, d. 32
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.26 Name: Limited Liability Company “Wimm-Bill-Dann Novosibirsk”
Location: 630088, Russia, Novosibirsk, ul. Petukhov, 33
Postal Address: 630088, Russia, Novosibirsk, ul. Petukhov, 33
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.27 Name: Wimm-Bill-Dann Germany GmbH
Location: 10117, Berlin, Charlottenstr, 57
Postal Address: 10117, Berlin, Charlottenstr, 57
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.28 Name: Limited Liability Company “Wimm-Bill-Dann Omsk”
Location: 644024, Russia, Omsk, ul. Lermontov, 46
41
Postal Address: 644024, Russia, Omsk, ul. Lermontov, 46
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.29 Name: Limited Liability Company “Don Dairy Trade House Wimm-Bill-Dann “
Location: 344082, Russia, Rostov-on-Don, Bratskiy per., 17
Postal Address: 344082, Russia, Rostov-on-Don, Bratskiy per., 17
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.30 Name: Limited Liability Company “Krasnodar Dairy Trade House Wimm-Bill-Dann”
Location: 350000, Russia, Krasnodar, ul. Moskovskaya, 69
Postal Address: 350000, Russia, Krasnodar, ul. Moskovskaya, 69
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.31 Name: Limited Liability Company “Omsk Dairy Trade House Wimm-Bill-Dann”
Location: 644036, Russia, Omsk, ul. 2-ya Kazakhstanskaya, 46
Postal Address: 644036, Russia, Omsk, ul. 2-ya Kazakhstanskaya, 46
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.32 Name: Limited Liability Company “Ural Dairy Trade House Wimm-Bill-Dann”
Location: Russia, Ekaterinburg
Postal Address: 620014, Russia, Ekaterinburg, ul. Papanin, 7a-44
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.33 Name: Limited Liability Company “Khabarovsk Dairy Trade House Wimm-Bill-Dann”
Location: 680023, Russia, Khabarovsk, ul. Respublikanskaya, 17
Postal Address: 680013, Russia, Khabarovsk, ul. Lermontova, d. 3
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.34 Name: Limited Liability Company ChoP “Municipal Security Agency”
Location: 109028, Russia, Moscow, Yauzsky Boulevard, 16/15
Postal Address: 109028, Russia, Moscow, Yauzsky Boulevard, 16/15
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.35 Name: Limited Liability Company “Wimm-Bill-Dann Central Asia”
Location: Kyrgyz Republic, Bishkek, Prospect Chuy, 12
Postal Address: Kyrgyz Republic, Bishkek, Prospect Chuy, 12
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.36 Name: Limited Liability Company “Novokuznetzk Dairy Trade House Wimm-Bill-Dann”
Location: 654002, Kemerovksaya Region, Novokuznetzk
Postal Address: 654002, Russia, Kemerovskaya Region, Novokuznetzk, ul. Murmanskaya, 49a
Issuer’s share in the charter capital of the legal entity: none
42
This entity’s share in the Issuer’s charter capital: none
26.37 Name: Limited Liability Company “Wimm-Bill-Dann Kazan”
Location: 420049, Russia, Tatarstan Republic, Kazan, ul. Esperanto, 8
Postal Address: 420049, Russia, Tatarstan Republic, Kazan, ul. Esperanto, 8
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.38 Name: Limited Liability Company “Tolyatti Dairy Trade House Wimm-Bill-Dann”
Location: 445043, Russia, Samara region, Tolyatti, ul. Kommunal’naya, 28
Postal Address: 445043, Russia, Samara region, Tolyatti, ul. Kommunal’naya, 28
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.39 Name: Open Joint Stock Company “Multifruit”
Location: 103055, Moscow, ul. Novoslobodskaya, d. 50/1, str. 1a
Postal Address: 103055, Moscow, ul. Novoslobodskaya, d. 50/1, str. 1a
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.40 Name: Limited Liability Partnership “Wimm-Bill-Dann Central Asia-Almaty”
Location: 480011, Republic of Kazakhstan, Almaty, Turksib District, ul. Burundaiskaya, d. 93D
Postal Address: 480011, Republic of Kazakhstan, Almaty, Turksib District, ul. Burundaiskaya, d. 93D
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.41 Name: Limited Liability Partnership “Wimm-Bill-Dann Central Asia-Kordai”
Location: Kyrgyz Republic, Bishkek, Prospekt Chuy, d. 12 A
Postal Address: Kyrgyz Republic, Bishkek, Prospekt Chuy, d. 12 A
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.42 Name: Limited Liability Partnership “Wimm-Bill-Dann Central Asia-Shymkent”
Location: Shymkent, ul. Tole bi, d. 43
Postal Address: Shymkent, ul. Tole bi, d. 43
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.43 Name: Wimm-Bill-Dann Cyprus Limited
Location: Kennedy, 12, Kennedy Business Centre, 2nd floor, Flat/Office 203, P.C. 1703, Nicosia, Cyprus
Postal Address: Kennedy, 12, Kennedy Business Centre, 2nd floor, Flat/Office 203, P.C. 1703, Nicosia, Cyprus
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.44 Name: Limited Liability Company “Veidelevka Milk”
43
Location: 309720, Belgorod Region, pos. Veidelevka, ul. Pervomaiskaya, d. 97
Postal Address: 309720, Belgorod Region, pos. Veidelevka, ul. Pervomaiskaya, d. 97
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.45 Name: Limited Liability Company “Krasnoyarsk Dairy Trade House Wimm-Bill-Dann”
Location: 660049, Krasnoyarsk District, Krasnoyarsk, ul. Lebedevoi, d. 78
Postal Address: 660049, Krasnoyarsk District, Krasnoyarsk, ul. Kutuzova, d. 54, kv. 51
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.46 Name: Wimm-Bill-Dann Trading Company B.V.
Location: Prins Hendriklaan 49, 1075 BA Amsterdam, the Netherlands
Postal Address: Prins Hendriklaan 49, 1075 BA Amsterdam, the Netherlands
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.47 Name: Open Joint Stock Company “Novokuibyshevskmoloko”
Location: 446200, Samara Region, Novokuibyshevsk, ul. Suvorova, d. 2
Postal Address: 446200, Samara Region, Novokuibyshevsk, ul. Suvorova, d. 2
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.48 Name: Limited Liability Company “Rodniki Baldaya”
Location: 174350, Novgorod Region, Okulovka, ul. Tsentralnaya, d. 5
Postal Address: 174350, Novgorod Region, Okulovka, ul. Tsentralnaya, d. 5
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.49 Name: Limited Liability Company: “Cental European Brewing Company”
Location: 109028, Moscow, Yauzsky Boulevard, 16/15, office 306
Postal Address: 109028, Moscow, Yauzsky Boulevard, 16/15, office 306
Issuer’s share in the charter capital of the legal entity: none
This entity’s share in the Issuer’s charter capital: none
26.50 Vishnyakov, Mikhail Ivanovich
This person’s share in the Issuer’s charter capital: 3.09%
26.51 Evdokimov, Viktor Egorovich
This person’s share in the Issuer’s charter capital: 0.9%
26.52 Yaroslavsky, Evgeny Lvovich
This person’s share in the Issuer’s charter capital: 3.04%
26.53 Name: Limited Liability Company “Ruselectrocenter”
Location: 123056, Moscow, Gruzinsky val, d. 29
Postal Address: 123056, Moscow, Gruzinsky val, d. 29
Issuer’s share in the charter capital of the legal entity: none
44
This entity’s share in the Issuer’s charter capital: none
26.54 Name: ZAO “Sibirsky Syr (Siberian Cheese)”
Location: 630088, Novosibirsk, Ul. Petukhova, 33
Mail address: 630088, Novosibirsk, Ul. Petukhova, 33
Percent of the entity’s share capital held by the Issuer: none
Percent of the Issuer’s share capital held by the entity: none
27. Issuer’s participation share in the charter capital of affiliated legal entities.
See sections 24, 25, 26
28. Participation share of the Issuer’s affiliated companies, their founders and officers in the Issuer’s charter capital.
See sections 24, 25, 26
29. Persons having 5 and more percent votes in the Issuer’s supreme executive body.
Yushvaev, Gavril Abramovich
Share: 18.8%
Dubinin, Mikhail Vladimirovich
Share: 12.16%
Plastinin, Sergei Arkadievich
Share: 12.16%
Orlov, Alexander Sergeevich
Share: 6.87%
Name: United Burlington Investments Limited, a private company limited by shares
Percent of Issuer’s share capital held: 6.95 %
Iakobachvili, David
Share: 6.41%
Name: Deutsche Bank Limited Liability Company
Share: 28.22%
30. Issuer’s participation in industrial, banking and financial groups, holdings, concerns and associations.
None
31. Issuer’s subsidiaries and representative offices.
None
32. Number of Issuer’s employees.
Average number of Issuer’s employees, including those working in its subsidiaries and representative offices, for the reporting period: 13
33. Description of Issuer’s primary areas of operations.
45
Food industry has gained maximum advantages as a result of devaluation of the ruble in 1998 and steady growth of the population’s real earnings in the last three years. Besides, the increasing flow of direct investment in the industry has led to a better quality of Russian-made products and their higher competitiveness. Regardless of the rising rate of the ruble in real terms, the share of imported goods in the consumption structure is about 3%. Thus competition in food industry is mainly centered around Russian brands. As a result, the rate of growth in food industry was the highest in the Russian economy, amounting to 11.5% in 2000 and 11.2% in 2001. Mindful of the expected GDP growth by 4-4.5% and 8% rise of the population’s real earnings in 2002, growth in food industry may exceed 9.5%.
There are sufficient grounds to hope that the industry’s consolidation, higher quality of products, and expected annual 5-6% rise in real earnings will help food industry remain among the leaders of Russia’s economic growth. The flow of foreign investment in the industry that has amounted to two-thirds of the total direct foreign investments in Russia in the last two years also confirms this assumption.
Recent industrial developments show that the consolidation of food industry is likely to bring about the emergence of large domestic producers capable of competing effectively on the market.
On the other hand, one may expect increasing competition on the part of foreign companies such as Danone, Parmalat, Campina and Erhmann that have set up the production of dairy products in Russia. Their market advantages include a large advertisement budget, advanced know-how for new products promotion, and access to cheap financial resources.
Foreign companies have also been expanding the variety of products. In the past their products were basically oriented toward the narrow premium segment (in the upper price bracket) whereas today foreign companies’ products are also designated for the mass consumer with an average income.
The primary area of the Company’s operations is control over and management of a group of its subsidiaries and other affiliated companies specified in this Prospectus, which manufacture and sell milk (dairy) products and juices (drinks, nectars) (hereinafter, in combination with the Company, referred to as the WBD Group). The Issuer also offers licensing agreements on the use of trademarks in its ownership. At that, the Issuer’s current and future operations plans are inseparably linked up with those of the WBD Group.
The Wimm-Bill-Dann Group is a major manufacturer of dairy products and juices. Around 70% of its revenue comes from the sales of dairy products and the rest 30%, from the sales of juices.
Since its establishment in 1992, the WBD Group has been a leader on the Russian market of dairy and juice-containing products. According to the study conducted by AC Nielsen in nine large Russian cities, including Moscow and St. Petersburg, in December 2001-January 2002, the WBD Group was in the lead on all packaged dairy products markets (with the exception of pasteurized milk): its share on the domestic market of traditional dairy products constituted 33%, in enriched milk products sales, 41%, and in yogurt and milk desserts sales, 46%. AC Nielsen’s study carried out in eleven large Russian cities showed that in 2001 the WBD Group’s share in the total domestic sales of juices reached 37.5% and 49.1% in Moscow, the main Russian juice consumer. The nineteen manufacturing facilities of the WBD Group are located in fifteen Russian and CIS cities; its distribution network covers 26 cities in the CIS, Germany, Israel, and Netherlands.
46
The main objective of the WBD Group is to provide consumers with top-quality food by way of a careful selection of raw materials, use of modern production technologies, and strict quality controls. All its products are manufactured on the basis of the Company’s own recipes mindful of domestic consumers’ preferences and tastes.
1. Forecast of Future Developments on the Dairy Market.
The further consolidation of dairy and juice industry and stronger competition with foreign companies operating in Russia are likely to be major market tendencies. Given below is a segment-based market development forecast.
Milk is one of the most widespread food products in Russia popular among all age groups regardless of location and income. The milk market as a whole will develop steadily with a 5-percent annual consumption growth resulting from a rise in the gross yield and processing of milk in all categories of producers.
In spite of all its advantages, pasteurized milk prevalent on the market has an essential drawback – a short shelf life, which makes it less attractive for retail trade. Consequently, the share of this type of milk is expected to go down in favor of sterilized milk. In addition, sterilized milk will be replaced by a new generation of the product without the specific sterilization after-taste, its shelf life over two weeks without cooling or cold storage.
Kefir (fermented milk, a traditional Russian dairy product). It is the most popular dairy product in Russia. Growth in the segment will result from changes in the consumption structure in favor of biokefirs, their production currently organized by local manufacturers. The consumption of traditional kefir is expected to decline
Curds (cottage cheese). The market is stable. An average 2-percent rise will be determined by the development of dairy production in general. Consumers are likely to switch over to curds desserts, which may reduce the consumption of traditional curds.
Rural and small town dwellers are primary consumers of ryazhenka (fermented baked milk) and bonnyclabber. Unlike bonnyclabber, ryazhenka is also popular among the population of large cities. The bonnyclabber segment is expected to shrink due to the reduction of rural population and decrease in the regional consumption of the product.
Cream. The main feature of the market is the reduction of the share of pasteurized cream in the total output because of a short shelf life and the growing share of sterilized cream. Consumption rise will mainly depend on the rate of income growth.
Butter. As a whole, the market development rate is expected to be 2-4% a year. A rise in butter consumption is unlikely to exceed 1-2%, the main growth factor being an increase in the production of margarine and combined varieties of butter, spreads, by 4-5% a year.
Viscous yogurt. It is one of the most dynamic segments of the dairy market. The development and growth of the viscous yogurt market in 2002-2003 will result from developing local production, Western producers’ coming out on the market (Pascual and Onken), and a rise in regional consumption. Unique products with new flavors, additives, useful properties, and biocultures will be the most dynamic part of the segment.
Potable yogurt. The segment is expected to develop dynamically since the market is still far from saturation, youth and teenagers’ consumption culture is still taking shape, and consumers are switching over to the product from traditional flavored kefir.
Viscous milk desserts. The market is still underdeveloped. It has more imported products than other markets. Yet, gradually, Russian manufacturers are turning to the production of viscous milk desserts. Underdeveloped consumption culture restrains consumption growth.
47
Liquid desserts. The market is sufficiently developed. Major consumers include both young people and children as well as adults. The segment will develop as a result of a rise in consumption among teenagers.
Juice and dairy products. It is the most dynamic category of milk products. It has a considerable growth potential due to the population’s striving for a healthy life style and consumption of low-fat vitamin-fortified products.
Curds desserts. The segment is developing rapidly given the traditional character of curds. A rise in the segment will mainly depend on the rate of growth of real earnings and consumers’ switching over from traditional cottage cheese to curds desserts.
Chocolate-coated cheese curds. Consumption culture in large cities is well-developed. Producers’ regional expansion and a wider variety of the products are expected to provide for the segment’s growth.
Condensed milk. It is a traditional food product used in pastry cooking. The market is developed. There are large and well-known producers. Growth can be achieved through a wider variety of products, new flavors, and new types of packaging.
2. Forecast of Future Developments on the Juice and Juice-Containing Products Market.
The market’s growth will continue although the rate of growth may slow down. Yet it will remain high enough. Market capacity in 2001 was 1,100,000,000 liters – a 44-percent rise in comparison with the previous year. In 2002 juice consumption was supposed to increase by 26-30% and reach around 1,400,000,000 liters. The expected rise for 2003 is 20%.
The juice market’s growth results from the improvement of the economic situation in Russia, rising per capita income, and emergence of consumption culture with juice regarded as tasty and healthy food. Per capita consumption rose from 8 liters in 2001 to 10 liters in 2002. In large cities (Moscow, St. Petersburg) juice consumption is nearing European standards while Russia’s average per capita consumption of juices is twice lower than in Europe.
Stronger competition provoked by major manufacturers’ considerably expanded capacities will be the main market tendency in 2003. Consequently, the juice market is expected to consolidate further in the hands of four principal players that are likely to increase their market share at the expense of small regional producers whose share may go down to 5%.
History of the Issuer’s Foundation and Activities.
Open Joint-Stock Company “Wimm-Bill-Dann Foods” (hereinafter referred to as the Issuer or the Company) was registered on May 31, 2001. The purpose of its creation was to consolidate several production and trading companies, whose shares had been privately owned by a group of persons and were transferred to the Company by including them in authorized capital during its creation in 2001. Control over and management of the WBD Group are the Issuer’s principal areas of activity. In keeping with Article 4 of the Issuer’s Charter, “The main purpose of the Company is to fully satisfy the demand of legal entities and private persons in products (works, services), produced (performed, provided) in accordance with its charter activity, and to receive profits. On February 14, 2002, OJSC “Wimm-Bill- Dann Foods” completed the public issue of and registered common shares represented by American depositary receipts (ADR) at the New York Stock Exchange under the “WBD” symbol. Each ADR represents one basic common share of the Company.
48
The story of WBD Group began in 1992, when the first company owned by a group of persons rented a production line at the Lianozovo Dairy and purchased the first lot of juice concentrates and packaging materials. November 25, 1992 WBD Group produced its first pack of juice under the Wimm-Bill-Dann brand. This name had been chosen in order to attract consumers, who at that point preferred imported products due to their novelty to the market, and also because of the prevailing belief in the higher quality of imported goods. From the very first appearance on the market the name Wimm-Bill-Dann turned into a brand, known to and popular among the majority of Russian consumers.
Plans of the Issuer’s Future Activities.
Due to the specifics of the Issuer’s primary area of operations, the Issuer’s future activities plans should include a higher efficiency of WBD Group management. The Issuer’s future activities plans are closely connected with the plans of WBD Group. The use of trademarks by WBD Group businesses, offered on the basis of licensing agreements, will constitute the Issuer’s main source of future income.
The WBD Group is constantly striving to dynamically develop its business and achieve further competitive advantages.
The growing dairy market demands an increase in production volumes without a decline in quality. An increase in juice production capacity is also planned.
One of the main competitive advantages of the WBD Group is its powerful and well-established network of independent distributors. In order to support the steady growth of sales, the construction of Cash&Carry stores will continue. The growth of additional income is planned through both promoting the primary brands of the WBD Group on the regional markets, and expanding the product range in order to fill major consumer segments, both in terms of flavors and prices.
In general, the plans of future activities of the Issuer and the WBD Group include an intention to fully satisfy the demand of legal entities and private persons in products (works, services), produced (performed, provided) in accordance with its Charter, and to receive profits.
To achieve these goals, the WBD Group will concentrate on the following areas of activity:
1) production of dairy products and juices. The Issuer is positive that the WBD Group has enough potential to retain and strengthen its leading position in this area;
2) higher efficiency of production. The WBD Group intends to improve the quality of its products, reduce costs, increase cash flows, and achieve a higher efficiency of work of its employees;
3) business growth resulting from the production of cheese. Domestic brands of cheese in the Russian Federation are mainly manufactured by small facilities producing traditional cheeses for mass consumption, characterized by low prices and inferior quality. Superior quality brands of hard and soft cheese are imported from Baltic states and other European countries. The WBD Group is planning to start the production of top-quality branded hard and soft cheeses in 2003.
4) business growth resulting from the production of mineral water. The WBD Group intends to concentrate on the primary areas of its activity. Yet it is also going to start the production of mineral water early in 2003. The WBD Group believes that despite relatively strong competition, this market segment has an essential potential given a correct marketing approach. The growth of mineral water consumption in summer is expected to make up for the declining seasonal demand for dairy products.
49
Major Types of Products (Works, Services).
The types of products (works, services) providing for no less than 10 percent of the Issuer’s volume of sales (proceeds) in the three full fiscal years preceding the date of approval of the decision to issue the bonds, or for each full fiscal year following the foundation provided the Issuer has been operating for less than three years, and for the last quarter preceding the date of approval of the decision to issue the bonds. All types of export products (works, services) shall be included herein.
The above shall also include the dynamics of changes in release prices for the Issuer’s products (works, services), also in comparison with the consumer price index or the industrial producers price index, published by the RF State Committee for Statistics.
Offering licensing agreements on the use of trademarks.
The Company’s primary area of operation is control over and management of a group of its subsidiaries and affiliated companies. The main type of products (services) providing for over 10% of the Company’s volume of sales (proceeds) in 2001 and in the 9 months of 2002, is the offer of licensing agreements to WBD Group businesses to use trademarks.
In 2001-2002, the prices in licensing agreements on the use of trademarks were set in US dollars (payments were made in rubles at the rate of the RF Central Bank as of an appropriate date). In 2001 and the first nine months of 2002, the dollar prices in the above agreements did not change. Since the prices in licensing agreements were set in US dollars, the table below features relative changes in licensing agreement prices due to changes in the ruble-to-dollar ratio during the said period in order to make a comparison with changes in the consumer price index in Russia during a relevant period. The table shows that in 2001 the licensing agreement price in rubles went up by 3.7% while the consumer price index rose by 18.6%. In the 9 months of 2002, the licensing agreement price in rubles increased by 7%, and the index rose by 10.3%.
Thus the price rise for the Issuer’s services in 2001-9 months of 2002 was less than Russia’s total price rise.
Dynamic of Changes in Release Prices for Products (Works, Services):
|
Item |
|
Year |
|
Year |
|
Year |
|
Quarter |
|
|
Offering licensing agreements on the use of trademarks(1) |
|
|
|
|
|
|
|
|
|
|
Changes in licensing agreement price, % |
|
— |
|
— |
|
3.7 |
|
7 |
|
|
Sales proceeds, rubles |
|
— |
|
— |
|
2 198 000 |
|
3 718 000 |
|
|
Total sales proceeds, rubles |
|
— |
|
— |
|
2 198 000 |
|
3 718 000 |
(2) |
|
Consumer price index, % |
|
— |
|
— |
|
118.6 |
|
110.3 |
|
Notes to the table:
1. The price of licensing agreements on the use of trademarks by WBD Group businesses (per unit price) cannot be set unconditionally, for it comprises several independent factors (design cost, category of a commodity segment to be trademarked, sales volumes for each commodity and its consumer properties, and terms and scope of rights for each trademark
2. Other sales amounting to 25,281,000 rubles (specified in p.014, form No2 of accounts for the 9 months of 2002) will be included in non-sales revenue in the fourth quarter of 2002 (p. 120, form No 2).
50
During the period in question, the Issuer effected no export supplies.
Sales System for Each Specified Type of Products (Works, Services) of the Issuer
(percentage of sales volume):
|
Item |
|
Year |
|
Year |
|
Year |
|
Quarter |
|
|
Offering licensing agreements on the use of trademarks |
|
|
|
|
|
|
|
|
|
|
Direct sales, % |
|
— |
|
— |
|
100 |
|
100 |
|
|
Issuer’s own trade network, % |
|
— |
|
— |
|
— |
|
— |
|
|
Controlled trade network, % |
|
— |
|
— |
|
— |
|
— |
|
Character of Sales:
Seasonal activity:
The Issuer makes no cyclic or seasonal sales of services. The WBD Group’s sales of diary products are of a seasonal character. Dairy products are in maximum demand in winter when domestic milk production hits rock bottom. Contrariwise, in summer demand for dairy products declines while the production of raw milk is at a maximum.
Juice sales are definitely seasonal. They go up in spring and especially during the period preceding the New Year holidays. Seasonal peaks fall on April and December. In spring the expansion of sales is conditioned by consumers’ care for their health; juice is regarded as a natural addition to fruits, as the only source of vitamins and a valuable product for daily consumption. The traditional sales spurt in December positively correlates with the general tendency toward intensive retail turnover before the New Year holidays and the population’s higher purchasing power.
Production and Sales Costs Structure
Structure of the Issuer’s Costs for the Production and Sales of Products (Works, Services) for Specified Items (percentage of total cost):
|
Items |
|
Year |
|
Year |
|
Year |
|
Quarter |
|
|
Raw materials and materials, % |
|
— |
|
— |
|
— |
|
— |
|
|
Purchased components and semifinished products, % |
|
— |
|
— |
|
— |
|
— |
|
|
Production-related works and services performed by outsiders, % |
|
— |
|
— |
|
— |
|
— |
|
|
Fuel, % |
|
— |
|
— |
|
— |
|
— |
|
|
Energy, % |
|
— |
|
— |
|
— |
|
— |
|
|
Salaries, % |
|
— |
|
— |
|
29.31 |
|
8.8 |
|
|
Loan interest, % |
|
— |
|
— |
|
— |
|
— |
|
|
Rental payment, % |
|
— |
|
— |
|
1.62 |
|
0.02 |
|
|
Welfare deductions, % |
|
— |
|
— |
|
10.5 |
|
1.18 |
|
|
Fixed assets depreciation, % |
|
— |
|
— |
|
— |
|
— |
|
|
Taxes included in production cost, % |
|
— |
|
— |
|
6.34 |
|
0.57 |
|
|
Other costs , % |
|
— |
|
— |
|
52.23 |
|
89.43 |
|
|
Intangible assets amortization, % |
|
— |
|
— |
|
1.98 |
|
0.03 |
|
|
Innovation awards, % |
|
— |
|
— |
|
— |
|
— |
|
|
Mandatory insurance payments, % |
|
— |
|
— |
|
— |
|
— |
|
|
Hospitality costs, % |
|
— |
|
— |
|
— |
|
— |
|
|
Payment for outsiders’ services, % |
|
— |
|
— |
|
50.25 |
|
69.05 |
|
|
Per diem and relocation allowances, % |
|
— |
|
— |
|
— |
|
— |
|
|
Off-budget funds allocations, % |
|
— |
|
— |
|
— |
|
— |
|
|
Other costs, % |
|
— |
|
— |
|
— |
|
20.35 |
|
|
Total production and sales costs, % |
|
100 |
|
100 |
|
100 |
|
100 |
|
|
Sales proceeds, % |
|
— |
|
— |
|
15.78 |
|
175.24 |
|
51
The issuer’s suppliers whose share is no less than 10 percent of total tangible assets supplies:
None.
The Issuer does not have any suppliers of tangible assets. The Issuer is not engaged in import supplies. Raw materials for the WBD Group are supplied by Russian and CIS producers (Kyrghyzstan, Ukraine). The main raw material for dairy industry is raw milk produced in the territory of Russia. The raw materials for juices and juice-containing drinks are fruit and berry concentrates, the origin of which depends on the area of their growth (e.g. apples in Southern Russia, tomatoes in Eastern and Central Europe). The Tetra Pak company is one of the leading suppliers of packaging for the WBD Group. These sources will remain available in the future.
Markets for the Issuer’s Products (Works, Services).
Consumers whose share in trade is no less than 10 percent of the Issuer’s total sales proceeds:
|
Full name of a Company |
|
Share, % |
|
|
Close Joint-Stock Company “Grande-V” |
|
14 |
|
|
Close Joint-Stock Company “Lianozovsky” |
|
14 |
|
|
Close Joint-Stock Company “Wimm-Bill-Dann Trading Company” |
|
12 |
|
|
Limited Liability Company “Ramenskoye Moloko” |
|
14 |
|
|
Limited Liability Company “Fruktola” |
|
14 |
|
Markets.
Due to the specifics of the Issuer’s primary activity, the market for its services is determined by the number and location of the WBD Group facilities. A decline in the financial position of WBD Group businesses may be the only negative factor influencing the Issuer’s market of services. Today the WBD Group’s main market is the territory of the Russian Federation. The Issuer intends to expand the market geographically. The only major factor of possible decrease in demand for the Group’s products would be a sharp decrease in the population’s purchasing capacity, since the Group’s products belong to the
52
convenience category. The possibility of stronger competition on the part of both domestic and foreign manufacturers of dairy and juice products is another negative factor.
Stock Management Practices.
The Issuer has no stocks and hence no stock management. The Issuer’s policy in relation to working capital is aimed to increase its turnover and keep its amount at a minimum level necessary for current operations.
Major Competitors.
By virtue of its primary mission – control, management, and services in the interests of the WBD Group — the Issuer does not have competitors. Consequently, it would be impossible to analyze the Issuer’s market share and its competitiveness factors in terms of their importance and with an allowance for factor ratings.
The principal competitors of the WBD Group on traditional and enriched dairy products markets include Russian producers such as Petmol (St. Petersburg), Ostankinsky, Ochakovsky, and Cherkizovsky Dairies (Moscow) as well as small manufacturers in Russian regions. On the market of vitamin-fortified dairy products, the WBD Group competes mainly with Danone. As for yogurts, milk desserts, and, to some extent, dairy products for children, the main competitors of the WBD Group are foreign companies such as Danone, Campina, Onken u Ehrmann.
In the Issuer’s opinion, the WBD Group is expected to compete with the following companies on the dairy market in the near future:
1) Danone of France: the most active foreign company in Russia, pursuing an aggressive advertisement policy. It owns a dairy in the Volga region that produces natural yogurt, fruit-flavored yogurt, and kefir and a dairy in the Moscow region. The company’s products, both imported and made in Russia, are sold under the Danone trademark all over the Russian Federation through its own distribution network. According to the study conducted by AC Nielsen in nine Russian cities, in 2001 Danone’s sales in the yogurt and milk dessert segment amounted to 12% and in vitamin-fortified dairy products, 5%;
2) Petmol of St. Petersburg: produces a wide variety of dairy products, concentrating however on yogurts and desserts. Petmol’s shares are publicly quoted at the Russian stock exchange. According to the study conducted by AC Nielsen in nine Russian cities, in 2001 the company’s share was 9% in the traditional dairy segment and 8% in the yogurt and milk dessert segment while the share of Parmalat in the traditional dairy segment reached 2%;
3) Ochakovsky Dairy of Moscow: a major dairy producer in Russia and principal competitor of the WBD Group in Moscow. Its products are very popular among consumers. According to the study conducted by AC Nielsen in nine Russian cities, in 2001 the company’s share was 5% in the traditional dairy segment and 4% in the enriched products segment.
The shares of the WBD Group and its principal competitors for enlarged product categories on the dairy market, % (as of September 2002, according to AC Nielsen research):
|
Item |
|
WBD |
|
Danone |
|
Petmol |
|
Ochakovsky Dairy |
|
|
Yogurts and milk desserts |
|
44 |
|
12 |
|
7 |
|
— |
|
|
Traditional dairy products |
|
33 |
|
— |
|
8 |
|
4 |
|
|
Enriched products |
|
44 |
|
10 |
|
10 |
|
4 |
|
|
The market’s total |
|
36 |
|
3 |
|
8 |
|
3 |
|
53
The principal competitors of the WBD Group on the domestic juice market include Parmalat of Italy and medium- and small-size Russian producers such as:
1) Multon of St. Petersburg: its share on the national and Moscow markets was 29 and 18.7% accordingly in 2001 as shown by the study conducted by AC Nielsen in eleven Russian cities. Dobry and Niko juice brands and other products of the company appeared on the Moscow market in 1998 and have won considerable market shares since then, primarily, due to an aggressive pricing policy;
2) Lebedyansky of the Lipetsk region: the company’s share on the national and Moscow markets was 10.9 and 14.5% accordingly in 2001 as shown by the study conducted by AC Nielsen in eleven Russian cities. Its Tonus and Ya brands have become very popular among consumers and effectively compete with juices produced by local manufacturers;
3) Nidan-Ekofrukt of Novosibirsk: a Russian-US joint venture whose share was 6.4% both on the national and Moscow markets in 2001 according to AC Nielsen’s study carried out in eleven large Russian cities.
The shares of the WBD Group and its principal competitors on the juice market, % (as of September 2002, according to AC Nielsen’s study conducted in eleven large Russian cities):
|
Juice market |
|
WBD Group |
|
Multon |
|
Lebedyansky |
|
Nidan |
|
Others |
|
|
Market share |
|
35 |
|
28.7 |
|
19.4 |
|
5.8 |
|
11.1 |
|
The WBD Group gets mineral water from an underground spring in Valdai. The region is famous for top-quality mineral water. There is a facility in Nizhny Novgorod that bottles small amounts of mineral water. The WBD Group is planning to start a serial production of mineral water early in 2003 and full-scale production in mid 2003. Historically, the consumption of noncarbonated mineral water has not been widespread in Russia. The situation, however, is radically changing under the effect of environmental factors. The consumption of bottled drinking water is growing rapidly in large Russian cities. The mineral water market is expanding not only in terms of volume but also in terms of a wider variety of products and new trademarks. Furthermore, the number of superior quality brands is growing, and the share of imported brands is going down. In the Issuer’s opinion, the WBD Group’s principal competitors include Aqua Minerale (Pepsi trademark), BonAqua (Coca-Cola trademark) as well as Borzhomi, Narzan, and Svyatoi Istochnik produced at CIS facilities. The WBD Group is planning to position its new trademark in modern style by emphasizing the mineral origin of the water and produce it with different degrees of carbonation (still, medium-carbonated, and highly carbonated) in bottles of different sizes for consumers’ better choice.
54
Analysis of the WBD Group’s Competitive Factors.
The WBD Group has a number of advantages over other Russian producers: high productive capacity, superior quality of products, high-level innovation, and opportunities for new products development and marketing. Other competitive advantages which, in the Issuer’s opinion, enable the WBD Group to retain its leading position on the Russian market, include: strong and diversified trademarks, unobstructed access to raw material sources, extensive sales network, emphasis on the development of new products, modern manufacturing facilities and technologies, external financing opportunities, and efficient leadership. The WBD Group intends to take advantage of those opportunities by pursuing a sales promotion strategy focused on superior quality products and development of new products that would not be inferior to their Western analogs in taste and consistence.
Some Russian producers, however, have certain advantages over the WBD Group, related to a lower cost of production and lower advertisement and shipment expenses. Recent industrial tendencies also show that the consolidation of the industry may lead to the emergence of large domestic producers capable of competing with the WBD Group on the market.
Foreign dairy producers have a large advertisement budget and advanced manufacturing know-how permits them to offer top-quality products made on the basis of up-to-date technologies through well-established sales systems. In the past foreign companies focused on concrete market niches, more often than not, on the premium segment (upper price range) whereas today they are increasingly turning to products for the average consumer with an average income. Besides, such companies as Danone, Parmalat, Campina, and Erhmann have begun investing in Russian manufacturing businesses, which may reduce the competitiveness of WBD Group products, for the competitors now have an opportunity to produce their commodities in Russia. For example, Danone, owning two Russian diaries, has put several yogurt brands on the Russian market, some of them developed specifically for Russian consumers. Campina of Netherlands, also owning a dairy in Russia, makes fresh yogurts and yogurts with a long shelf life. Erhmann of Germany makes yogurt at a Russian dairy, and Onken and Pascual, also foreign companies, are planning to open manufacturing facilities in Russia. As a result of the growing output of yogurts and milk desserts in Russia, the above foreign companies have become the WBD Group’s principal competitors in this market segment.
Values of market shares that, in the Issuer’s opinion, it and its competitors have had (percentage) in the three full fiscal years preceding the date of approval of the decision to issue the bonds, or for each full fiscal year following the date of foundation provided the Issuer has been operating for less than three years:
Analysis of the Issuer’s Competitive Factors:
By virtue of its primary mission – control, management, and services in the interests of the WBD Group – the Issuer does not have competitors. Consequently, it would be impossible to analyze the Issuer’s market share and its competitiveness factors in terms of their importance and with an allowance for factor ratings.
34. Investments Declaration. Description of the Issuer’s Activities.
Rendered by investment funds only.
35. Plans of the Issuer’s Future Activities.
To satisfy fully the demand of legal entities and private persons in products (works, services), produced (performed, provided) in accordance with its charter activity, and to receive profits.
36. Data on the Issuer’s charter capital.
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Amount of the Issuer’s charter capital (rub.): 880,000,000
Charter capital Breakdown by Share Category:
Common Shares:
total amount (rub.): 880,000,000
share of the charter capital: 100%
Preferred Shares:
total amount (rub.): 0
share of the charter capital: 0%
37. Data on the Participation of the State (Municipal Formation) in the Issuer’s Charter Capital.
Share of the Issuer’s Charter Capital belonging to the State (Municipal Formation):
none
Share of Issuer’s Stock Belonging to the State (Municipal Formation):
none
Existence of the Special Right of the Russian Federation, its Subjects and Municipal Formations to Participate in the Issuer’s Management (“golden share”):
not provided for
38. Data on the Issuer’s Authorized Shares.
38.1
Category of shares: Common
Form of shares: Registered, uncertificated
Full name of category/type of authorized shares: Registered common shares, uncertificated
Par value (rub.): 20
Number: 44,000,000
Total (rub.): 880,000,000
Terms of placement: According to article 7 of the Charter, all additional common shares of the Company, if placed, grant their owners (shareholders) an amount of rights equal to the rights granted by common shares already placed by the Company at the moment the decision to place additional shares was adopted.
39. Substantial Contracts and Obligations of the Issuer.
Date of conclusion of transaction:
In the second quarter of 2003 it is supposed to place at MICEX interest-bearing nonconvertible bearer bonds, series 01, of
Wimm-Bill-Dann Foods Open Joint Stock Company, total amount 1 500 000 roubles.
40. Issuer’s Obligations for the Issue of Stocks and Securities Convertible into Stocks.
Placing complete, no obligations.
41. Data on Sanctions Against the Issuer and the Issuer’s Participation in Lawsuits and Inspections.
No court proceedings in the 1th quarter of 2003
Description of the Basis for all Issuer Inspections by State Authorities and Issuer Audits on
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Request of Its Participants (Shareholders), Pending or Finished in the Reporting Quarter
No issuer inspections.
42. Material Facts (Events, Activities) Having Occurred in the Reporting Quarter.
Date of occurence of the fact (event, activity): January 22, 2003
Code: 1306005A22012003
Place of preparation of the minutes: Moscow
Date of preparation of the minutes: March 11, 2003
Form of the meeting: adoption of resolutions by remote voting (by poll)
Quantitative composition of the Board of Directors of Wimm-Bill-Dann Foods Open Joint Stock Company (hereinafter <<WBD Foods OJSC>>): 11 (eleven) persons.
At the date of preparation of the minutes, 11 (eleven) members of the Board of Directors had participated in voting: Guy de Selliers, M. V. Dubinin, A.S. Orlov, S. A. Plastinin, V. A. Tutelyan, V. N. Sherbak, D. Iakobachvili, E. G. Yasin, E. Linwood Tipton, Michael O’Neill and J.B. Mark Mobius. The meeting was quorate.
ISSUES PUT TO A VOTE AND RESULTS OF VOTING THEREON:
1. On the first matter on the agenda: Concerning amendments to the terms of placement of interest-bearing nonconvertible bearer bonds, series 01, of Wimm-Bill-Dann Foods Open Joint Stock Company.
Be it resolved that:
1.1. The following amendments be made to the terms of placement of interest-bearing nonconvertible bearer bonds, series 01 (“Bonds”), of Wimm-Bill-Dann Foods Open Joint Stock Company (“WBD Foods OJSC”) approved by a resolution of the Board of Directors of WBD Foods OJSC (minutes No. 11-12 of December 11, 2002):
1.1.1. Establish that the entity providing security for purposes of the bond issue is Vitafrukt Limited Liability Company. With this aim, WBD Foods OJSC and Vitafrukt Limited Liability Company will enter into an Agreement on Provision of Security to Wimm-Bill-Dann Foods Open Joint Stock Company, pursuant to which Vitafrukt Limited Liability Company agrees to be responsible to owners of the Bonds for performance by WBD Foods OJSC of its obligations to pay owners the principal debt amount represented by their Bonds, equal to the total face value of the placed Bonds.
1.1.2. Establish that the functions of payment agent will be performed by International Moscow Bank Closed Joint Stock Company.
1.1.3. Establish the following terms of early redemption of Bonds:
Grounds for early redemption of Bonds
For purposes of defining the grounds for early redemption of Bonds, the following definitions are used:
Issuer Group - all companies, including the Issuer, consolidated for purposes of the Issuer’s Consolidated and Combined Financial Statements, which are prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP). The companies in the Issuer Group as at the end of 2002 are listed in the Issuer’s Consolidated and Combined Financial Statements for 2002.
Issuer Group Company - a company in the Issuer Group;
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Issuer’s Consolidated and Combined Financial Statements - the consolidated and combined financial statements of the Issuer, prepared in accordance with US GAAP.
Net Assets - Assets minus liabilities and minority interests, according to the Issuer’s Consolidated and Combined Financial Statement.
EBITDA - earnings before interest, taxes, depreciation, and amortization, adjusted taking into account minority interests, according to the Issuer’s Consolidated and Combined Financial Statements. If the Issuer has made investments in consolidated subsidiary companies during the period for which EBITDA is calculated, EBITDA is calculated as if the investments were made on the first day of that reporting period.
Debt - debt in the form of bank credits, loans, and commodity and commercial credits obtained by Issuer Group Companies, and/or promissory notes and/or bonds issued by Issuer Group Companies, except loans between Issuer Group Companies.
Bondowners are entitled to present Bonds for early redemption upon the occurrence of any of the following events (“Grounds for Redemption”):
1. Delinquency of more than 15 (fifteen) days in performance by Issuer Group Companies of their obligations with respect to payment of principal debt and/or interest on bank credits/loans received by them and/or represented by promissory notes and/or bonds issued by Issuer Group Companies, in cases when:
a) the principal debt represented by an overdue obligation (i.e., the amount of the credit/loan (not including accrued interest), the total face value of promissory notes, or the total face value of a bond issue) is greater than 10,000,000 (ten million) U.S. dollars or the equivalent thereof at the exchange rate of the Central Bank of the Russian Federation (“RF Central Bank”) on the due date of the respective obligation; and
b) the total amount of overdue debt of Issuer Group Companies represented by the overdue obligation specified in subsection a) above is greater than 2,500,000 (two million five hundred thousand) U.S. dollars or the equivalent thereof at the exchange rate of the RF Central Bank on the due date of the respective obligation.
2. A change, within any 12 (twelve) successive months, beginning from the placement date of the Bonds, of more than half of the personnel on the Issuer’s Board of Directors relative to its composition at the start of the 12-month period.
3. A decrease in the value of the Issuer Group’s Net Assets (in the ruble equivalent at the exchange rate of the RF Central Bank on the date of the respective Consolidated and Combined Financial Statements) by more than 25% (twenty-five percent) relative to the value of its Net Assets according to the Issuer’s Consolidated and Combined Financial Statements for 2002.
4. As at any reporting date, according to the Issuer’s Consolidated and Combined Financial Statements, an increase in the Issuer Group’s Debt relative to its Debt as at the preceding reporting date, if the ratio of total debt according to the Issuer’s Consolidated and Combined Financial Statements to its EBITDA for the four quarters ending on the reporting date exceeds 4:1, with the exception of:
a) additional Debt totaling no more than 100,000,000 (one hundred million) U.S. dollars;
b) short-term Debt, in the form of credits obtained for a period of no more than 5 (five) business days in each case;
c) Debt not exceeding 15,000,000 (fifteen million) U.S. dollars (or the equivalent at the exchange rate of the RF Central Bank on the reporting date), arising under derivative
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financial instruments concluded for the purpose of insuring risks associated with the Issuer Group’s business operations. For purposes of this subsection, “derivative financial instrument” means an agreement, to which an Issuer Group Company is a party, that defines the rights and obligations of the parties thereto in relation to an underlying asset defined in accordance with applicable law. Derivative financial instruments include options and forward contracts, as well as agreements that do not provide for the delivery of the underlying asset, but which define the procedure for settlements between the parties in the future in dependence on a change in some indicator of the underlying asset relative to the value of that indicator determined (or the procedure for determining which is established) by the parties at the time of entry into the transaction;
d) Debt acquired for the purpose of refinancing current Debt of the Issuer Group. For purposes of this subsection, “refinancing” means the acquisition of Debt by an Issuer Group Company exclusively for the purpose of repaying Debt of the Issuer Group existing on the preceding reporting date, provided that (i) the amount of Debt acquired does not exceed the amount of Debt being repaid; (ii) the term of the acquired Debt is not less than the remaining term of the existing portion of Debt being repaid and (iii) all other material conditions of the acquired Debt are not materially less favorable to the debtor than the terms of the Debt being repaid.
Procedure for disclosure by the Issuer of information concerning the occurrence of a Ground for Redemption of Bonds, and of other material information
Immediately upon becoming aware of it, Issuer is obligated to provide the Underwriter with information concerning the occurrence of any Ground for Redemption, as well as information on changes in the list of the companies forming the Issuer Group; changes in the composition of the Issuer’s Board of Directors; and information on actions taken by the Issuer/an Issuer Group Company that result in the elimination of a Ground for Redemption of Bonds.
For the purpose of enabling owners of Bonds to verify the presence/absence of Grounds for Redemption of Bonds, the Underwriter will on a quarterly basis, in the manner specified below, disclose the following information, subject to its receipt from the Issuer:
1) the Issuer’s Consolidated and Combined Financial Statements;
2) the composition of the Issuer Group;
3) the composition of the Issuer’s Board of Directors;
All information received by the Underwriter from the Issuer of the Bonds must be published within 5 (five) business days of its receipt, by placement on the Underwriter’s website (www.troika.ru). When the information concerns the occurrence of a Ground for Redemption and the start date of acceptance of early redemption applications by the Issuer, such information shall also be published in the newspaper Vedomosti.
Early redemption procedure and conditions
The Issuer will perform early bond redemption on the basis of an application from the owner of the Bonds containing a request for early redemption, or on the basis of the presentment of such a request. Therewith, owners of Bonds are entitled to present Bonds for early redemption only after the registration of the Report on Results of the Bond Issue.
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If information subject to disclosure in the manner specified above contains information concerning actions taken by an Issuer Group Company that result in the elimination of a Ground for Early Redemption, an owner of Bonds is not entitled to present a demand for early redemption, provided that the owner knew or could have learned about the occurrence of the Ground for Early Redemption from such information.
During the 5 (five) business days following the later of the dates of publication by the Underwriter in the Vedomosti newspaper and on the Underwriter’s site of information concerning the occurrence of any Ground for Early Redemption of Bonds and concerning the start date of acceptance of early redemption applications (“Period for Presentment of Bonds for Early Redemption”), owners of Bonds or nominee holders authorized to present Bond for early redemption are entitled to present Bonds for early redemption by sending a corresponding application in writing to the Underwriter.
An application for early redemption must contain the full name of the owner of the Bonds or, if the application is submitted by a nominee holder, the full name of the nominee holder, and other information prescribed in the information published by the Underwriter. Attached to the application for early redemption must be original copies of documents (extract from a depository account) issued by the Depositary and attesting that the Bonds presented for early redemption have been blocked (restriction on the withdrawal of Bonds from an owner’s depository account, including an account opened by a nominee holder), as well as other documents specified in the information published by the Underwriter. If the applicant is a nominee holder, documents confirming the authority of the nominee holder to present Bonds for early redemption must be attached to the application.
An owner of Bonds is also entitled to send an early redemption application to the Underwriter if information concerning the occurrence of a Ground for Redemption has been received by the owner from third parties, provided, however, that at the time the application is presented the Underwriter has not published information concerning the Ground for Redemption specified in the application. In such case, the application must contain, in addition to the documents and information specified above, the grounds for presentment of such application and references to the source of the information. Within 5 (five) business days of receiving such an application, the Underwriter must publish information concerning the start of acceptance of early redemption applications in the manner specified above or send a reasoned refusal of early redemption to the applicant, including by reason of elimination of the Ground for Redemption.
From the time the Underwriter receives a written early redemption application from an owner or nominee holder, no operations of the owner with the Bonds contemplated by the application will be performed, except operations involved in the redemption of the Bonds and/or payment of income thereon.
No later than 5 (five) business days after the end date of the acceptance of early redemption applications, the Underwriter will provide the Issuer, the Payment Agent, and the Depositary with a list of the owners and/or nominee holders who submitted applications for early redemption of Bonds within the Period for Presentment of Bonds for Early Redemption. The list must include the following information on each person who presented Bonds for early redemption:
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• the full name of the owner of the Bonds or, if the application is submitted by a nominee holder and the nominee holder has been authorized to receive early redemption payments, the full name of the nominee holder;
• the number of Bonds to be redeemed early;
• the location and postal address of the owner of the Bonds or, if the application is submitted by a nominee holder and the nominee holder is authorized to receive early redemption payments, the location and postal address of the nominee holder;
• the tax status of the person or entity authorized to receive early redemption payments: (resident; nonresident carrying out activity in the Russian Federation through a permanent representative office; nonresident receiving income unassociated with a permanent representative office; individual tax residents of the Russian Federation; individual present in the territory of the Russian Federation for at least 183 days in a calendar year; foreign national; stateless person);
• identifying details of the bank account of the person or entity authorized to receive early redemption payments.
Payment of funds associated with early redemption of the Bonds will be made by the Payment Agent, acting on the Issuer’s instructions, within 2 (two) business days following the date of receipt by the Payment Agent of the list of owners and/or nominee holders who sent early redemption applications, subject to the receipt of corresponding funds from the Issuer. The funds required by the Payment Agent to perform early redemption must be transferred by the Issuer to the Payment Agent’s account no later than 2 (two) business days after the date of receipt by the Issuer of the list of owners and/or nominee holders who submitted early redemption applications.
Bonds presented for early redemption will be redeemed at their face value, equal to 1,000 (one thousand) rubles; at the same time, their owners will be paid coupon income on the Bonds for the coupon period during which the Bonds were presented for early redemption, calculated from the start of such period to the date of early redemption.
1.1.4. The interest rate on the first coupon will be determined according to the results of an auction held at MICEX.
The interest rate on the first coupon will be calculated as the sum of the following two components:
• the level of inflation for the respective one-year period, defined as the Consumer Price Index of Russia for the calendar month ending no later than 45 days before the placement start date, as a percentage relative to the same of the preceding year, minus 100%. The CPI is calculated by the RF State Statistics Committee in accordance with a resolution of the RF State Statistics Committee dated March 25, 2002, monthly as a percentage relative to the same month of the preceding year;
• an inflation premium.
The CPI will be published on the Troika Dialog Investment Company website (www.troika.ru) no later than 10 days before the placement start date.
On the day of the auction to determine the interest rate on the first coupon, members of the Stock Market Section of MICEX will submit orders for the auction using the MICEX trading system both at their own expense and at the expense and on the instructions of their clients. The time of submission of orders for the auction will be established by MICEX. Orders to buy bonds will be submitted by members of the stock market section of MICEX to the Underwriter with the following significant terms specified:
a.1) Purchase price: 100% of the face value;
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a.2) Number of bonds that the potential buyer would like to acquire if the Issuer were to set an interest rate on the first coupon greater than or equal to the acceptable first-coupon interest rate specified in the order;
a.3) Acceptable interest rate on the first coupon. “Acceptable interest rate on the first coupon” means the interest rate at which, if such interest rate on the first coupon were announced by the Issuer, the potential investor would be prepared to buy the number of bonds specified in the order at the price of 100% of the face value. The acceptable interest rate on the first coupon shall be expressed in percent per annum to a precision of 1/100 (one-hundredth) of one percent;
Funds must be reserved in an amount sufficient to make full payment for the bonds specified in the orders, including MICEX’s commission.
Orders in which one or more of the aforesaid significant terms do not conform to the requirements set forth in sections a.1–a.3 and orders not backed by funds as provided in the preceding paragraph will not be accepted for the auction to determine the interest rate on the first coupon.
Upon the end of the submission period for orders for the auction to determine the interest rate on the first coupon, MICEX will prepare a register of the orders received and deliver the register to the Issuer and the Underwriter.
On the basis of an analysis of the orders submitted for the auction, the Issuer will adopt a resolution setting the interest rate on the first coupon and deliver a written copy of the adopted resolution to the Underwriter and MICEX.
1.1.5. The rate of interest on the second, third, fourth, fifth, and sixth (C2, C3, C4, C5, and C6) shall be calculated from the level of inflation for the corresponding one-year period (as defined below). The level of inflation shall be determined on the basis of the Consumer Price Index for Russia calculated monthly by the RF State Statistics Committee in accordance with RF State Statistics Committee Resolution No. 23 of March 25, 2002, as a percentage relative to the same month of the preceding year. The interest rate on each of the aforesaid coupons shall be calculated using the following formula:
Cj = (C1 - Inflation 12M1) + Inflation 12Mj,
where
Cj = the interest rate for the jth coupon in percent per annum, j = 2, 3, 4, 5, 6;
C1 = interest rate of the first coupon, in percent per annum;
Inflation 12M1 = the CPI calculated by the RF State Statistics Committee for the calendar month ening no later than 45 days before the date of placement of the Bonds, as a percentage relative to the same month of the preceding year, minus 100%;
Inflation 12Mj = the CPI calculated by the RF State Statistics Committee for the calendar month ending no later than 45 days before the start date of the jth coupon period, as a percentage relative to the same month of the preceding year, minus 100%;
(C1 - Inflation 12M1) = the inflation premium calculated after determination of the interest rate on the first coupon to a precision of 1/100 (one-hundredth) of one percent;
The CPI is provided by the RF State Statistics Committee upon request. The CPI will be published on the website of Troika Dialog Investment Company (www.troika.ru) 10 days before the start of the respective coupon period.
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If a negative value for Cj is obtained from the formula specified above, Cj shall be taken as equal to zero; if the obtained value of Cj is greater than 25%, Cj shall be taken as equal to 25%.
If, during the period of circulation of the Bonds, the official procedure for calculating the CPI and the normative act establishing the procedure for calculating the CPI are altered or the CPI is replaced by an index similar in purpose to the CPI, the interest rate for a coupon will be determined using the CPI (or its similar replacement) calculated in accordance with normative acts in force at the time of its calculation.
If information on the CPI is not published by the RF State Statistics Committee and not published on the Internet website of Troika Dialog Investment Company by the date necessary to calculate the interest rate for a coupon (as set forth above), the value of Inflation 12Mj for that coupon shall be taken as equal to the value of Inflation 12Mj for the preceding coupon.
Votes: “FOR” - 11 (eleven) votes; “AGAINST” - none; “ABSTAINED” - none. The resolution was adopted unanimously in the stated wording
2. On the second matter on the agenda: Concerning ratification of a decision to issue securities of Wimm-Bill-Dann Foods Open Joint Stock Company, to be placed on the basis of a resolution of the Board of Directors of Wimm-Bill-Dann Foods Open Joint Stock Company to place interest-bearing nonconvertible bearer bonds, series 01, of Wimm-Bill-Dann Foods Open Joint Stock Company.
2.1. Be it resolved that, on the basis of the resolution of the Board of Directors of WBD Foods OJSC to place Bonds, the Decision to Issue Certificated Interest-Bearing Nonconvertible Bearer Bonds ,Series 01, of Wimm-Bill-Dann Foods Open Joint Stock Company, be approved.
Votes: “FOR” - 11 (eleven) votes; “AGAINST” - none; “ABSTAINED” - none. The resolution was adopted unanimously in the stated wording
3. On the third matter on the agenda: Concerning ratification of the prospectus for securities of Wimm-Bill-Dann Foods Open Joint Stock Company.
3.1. Be it resolved that the Prospectus for Certificated Interest-Bearing Nonconvertible Bearer Bonds, Series 01, of Wimm-Bill-Dann Foods Open Joint Stock Company be approved.
Votes: “FOR” - 11 (eleven) votes; “AGAINST” - none; “ABSTAINED” - none. The resolution was adopted unanimously in the stated wording
4. On the fourth matter on the agenda: Ratification of the sample certificate of interest-bearing nonconvertible bearer bonds, series 01, of Wimm-Bill-Dann Foods Open Joint Stock Company.
4.1. Be it resolved that the sample certificate of interest-bearing nonconvertible bearer bonds, series 01, of Wimm-Bill-Dann Foods Open Joint Stock Company with obligatory centralized storage, to the sum of 1,500,000,000 rubles at face value be ratified.
Votes: “FOR” - 11 (eleven) votes; “AGAINST” - none; “ABSTAINED” - none. The resolution was adopted unanimously in the stated wording
5. On the fifth matter on the agenda: Concerning preparation of documents for state registration of the decision to issue securities and the securities prospectus.
5.1. Be it resolved that the Chairman of the Management board of WBD Foods OJSC, S. A. Plastinin, be instructed to prepare documents for the state registration of the
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“Resolution to Issue Certificated Interest-Bearing Nonconvertible Bearer Bonds, Series 01” and the “Prospectus for Certificated Interest-Bearing Nonconvertible Bearer Bonds, Series 01,” and to take actions associated with the state registration of the issue of securities of WBD Foods OJSC.
Votes: “FOR” - 11 (eleven) votes; “AGAINST” - none; “ABSTAINED” - none. The resolution was adopted unanimously in the stated wording
6. On the sixth matter on the agenda: Concerning approval of transactions involving interested parties.
6.1. For the purposes of fulfilling the formal requirements of the Federal Law “On Joint Stock Companies” in regard to conclusion of transactions in whose completion there is a potential interest, and in view of the absence of an actual conflict of interests, be it resolved that the following transactions be approved:
1. Suretyship guarantee of WBD Foods OJSC to Westfalia Separator GmbH, Germany, on behalf of Timashevsk Dairy OJSC for performance by the latter of its monetary obligations under a contract with Westfalia Separator GmbH, Germany, to the sum of 2,949,180.00 euros (beneficiary: Timashevsk Dairy OJSC);
2. Lianozovo Dairy OJSC (Lessor) will provide to WBD Foods OJSC (Lessee) ,in exchange for rent, temporary use and possession of premises located at: Moscow, Yauzsky bulvar, d. 16/15, and ul. Solyanka, d. 13, str. 2, and Lessee will pay monthly rent in the amount of USD 600 per square meter, including VAT (20%).
Votes: “FOR” - 11 (eleven) votes; “AGAINST” - none; “ABSTAINED” - none. The resolution was adopted unanimously in the stated wording
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Representative |
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R. V. Bolotovsky |
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by power of attorney dated October 1, 2002, No. 01/10 |
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Date of occurrence of the fact (event, activity):February 03, 2003 |
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Fact (event, activity) code: 1206005A03022003 |
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Type of of meeting: extraordinary
Form of meeting: Remote voting
Deadline for acceptance of ballot papers (date of meeting): January 31, 2003
ISSUES PUT TO A VOTE AND RESULTS OF VOTING THEREON:
I.Be it resolved
1.1 That the charter capital of WBD Foods OJSC be increased by means of placement of additional registered common shares of WBD Foods OJSC.
1.2 That the following basic terms of the issue of additional shares be set:
1.2.1 Class and type of shares: uncertificated registered common shares (hereinafter “additional shares”);
1.2.2 Number of additional shares to be placed: 1,350,000 shares with a par value of 20 rubles each;
1.2.3 Method of placement: closed subscription;
1.2.4 Procedure for determining the placement price of the additional shares, including the procedure for determining the price of additional shares placed
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with shareholders enjoying a preferential right to acquire them: the placement price shall be determined by the Board of Directors of WBD Foods OJSC no later than 2 weeks before the date of placement of the additional shares, on the basis of their market value.
1.2.5 Form of payment: the additional shares shall be paid for in cash;
1.2.6 Circle of persons and entities among which the additional shares are intended to be placed: the additional shares are intended to be placed with WBD ESOP, Limited and with shareholders of WBD Foods OJSC who voted against or did not participate in voting on the matter of placement of additional shares by closed subscription and have exercised their preferential right to acquire additional shares in accordance with article 40 of the Federal Law “On Joint Stock Companies.”
1.3. That a resolution approving a transaction for placement of 1,350,000 additional shares with WBD ESOP, Limited and payment by WBD ESOP, Limited for the additional shares of WBD Foods OJSC at the placement price.
On the first matter on the agenda 11 ballot papers were received, representing a total of 32 879 227 votes, or 74.73% of the total number of voting shares.
Voting results: “FOR” – 31 521 429 votes; “AGAINST” - none; “ABSTAINED” - 1357798. The resolution was adopted by a majority of votes in the stated wording.
II.On the second matter on agenda be it resolved that:
For the purposes of fulfilling the formal requirements of the Federal Law “On Joint Stock Companies” in regard to conclusion of transactions in whose completion there is a potential interest, and in view of the absence of any actual conflict of interests, be it resolved that the following transactions in whose completion there is an interest be approved:
1. WBD FOODS OJSC shall grant to debtor (Rubtsov Dairy CJSC) for up to 3 (three) years the returnable (revolving) loan in rubles equivalent to US dollars under the following terms and conditions: the maximum amount of the current liability to WBD FOODS OJSC at any date shall not exceed the US dollar equivalent of 10,200,000 (ten million two hundred thousand) (beneficiary – Rubtsov Dairy CJSC);
2. WBD FOODS OJSC shall grant to debtor (Vladivostok Dairy OJSC) for up to 3 (three) years the returnable (revolving) loan in rubles equivalent to US dollars under the following terms and conditions: the maximum amount of the current liability to WBD FOODS OJSC at any date shall not exceed the US dollar equivalent of 2,500,000 (two million five hundred thousand) (beneficiary - Vladivostok Dairy OJSC);
3. WBD FOODS OJSC shall grant to debtor (Children’s Dairy Products Factory OJSC) for up to 3 (three) years the returnable (revolving) loan in rubles equivalent to US dollars under the following terms and conditions: the maximum amount of the current liability to WBD FOODS OJSC at any date shall not exceed the US dollar equivalent of 12,400,000 (twelve million four hundred thousand) (beneficiary - Children’s Dairy Products Factory OJSC);
4. JSC WBD FOODS OJSC shall grant to debtor (Lianozovo Dairy OJSC) for up to 3 (three) years the returnable (revolving) loan in rubles equivalent to US dollars under the following terms and conditions: the maximum amount of the current liability to WBD FOODS OJSC at any date shall not exceed the US dollar equivalent of 75,500,000 (seventy-five million five hundred thousand) (beneficiary - Lianozovo Dairy OJSC);
5. JSC WBD FOODS OJSC shall grant to debtor (Nizhniy Novgorod Dairy OJSC) for up to 3 (three) years the returnable (revolving) loan in rubles equivalent to US dollars under the following terms and conditions: the maximum amount of the current liability to WBD
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FOODS OJSC at any date shall not exceed the US dollar equivalent of 8,700,000 (eight million seven hundred thousand) (beneficiary - Nizhniy Novgorod Dairy OJSC);
6. JSC WBD FOODS OJSC shall grant to debtor (Novokuibyshevskmoloko Dairy OJSC) for up to 3 (three) years the returnable (revolving) loan in rubles equivalent to US dollars under the following terms and conditions: the maximum amount of the current liability to WBD FOODS OJSC at any date shall not exceed the US dollar equivalent of 4,300,000 (four million three hundred thousand) (beneficiary - Novokuibyshevskmoloko Dairy OJSC);
7. JSC WBD FOODS OJSC shall grant to debtor (Roska OJSC) for up to 3 (three) years the returnable (revolving) loan in rubles equivalent to US dollars under the following terms and conditions: the maximum amount of the current liability to WBD FOODS OJSC at any date shall not exceed the US dollar equivalent of 14,200,000 (fourteen million two hundred fifty thousand) (beneficiary - Roska OJSC);
8. JSC WBD FOODS OJSC shall grant to debtor (Siberian Milk CJSC) for up to 3 (three) years the returnable (revolving) loan in rubles equivalent to US dollars under the following terms and conditions: the maximum amount of the current liability to WBD FOODS OJSC at any date shall not exceed the US dollar equivalent of 24,000,000 (twenty-four million) (beneficiary - Siberian Milk CJSC);
9. JSC WBD FOODS OJSC shall grant to debtor (Timashevsk Dairy OJSC) for up to 3 (three) years the returnable (revolving) loan in rubles equivalent to US dollars under the following terms and conditions: the maximum amount of the current liability to WBD FOODS OJSC at any date shall not exceed the US dollar equivalent of 47,200,000 (fourty-thousand million two hundred thousand) (beneficiary - Timashevsk Dairy OJSC);
10. JSC WBD FOODS OJSC shall grant to debtor (Ufamolagroprom Dairy OJSC) for up to 3 (three) years the returnable (revolving) loan in rubles equivalent to US dollars under the following terms and conditions: the maximum amount of the current liability to WBD FOODS OJSC at any date shall not exceed the US dollar equivalent of 1,200,000 (one million two hundred thousand) (beneficiary - Ufamolagroprom Dairy OJSC);
11. JSC WBD FOODS OJSC shall grant to debtor (Rodniki Valdaya LLC) for up to 3 (three) years the returnable (revolving) loan in rubles equivalent to US dollars under the following terms and conditions: the maximum amount of the current liability to WBD FOODS OJSC at any date shall not exceed the US dollar equivalent of 15,000,000 (fifteen million) (beneficiary - Rodniki Valdaya LLC);
12. JSC WBD FOODS OJSC shall grant to debtor (Tsaritsyno Dairy OJSC) for up to 3 (three) years the returnable (revolving) loan in rubles equivalent to US dollars under the following terms and conditions: the maximum amount of the current liability to WBD FOODS OJSC at any date shall not exceed the US dollar equivalent of 41,500,000 (fourty-one million five hundred thousand) (beneficiary - Tsaritsyno Dairy JSC);
13. The executor (WBD FOODS OJSC) shall render to the Customer (Lianozovo Dairy OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Lianozovo Dairy OJSC>>);
14. The executor (WBD FOODS OJSC) shall render to the Customer (Tsaritsyno Dairy OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Tsaritsyno Dairy OJSC>>);
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15. The executor (WBD FOODS OJSC) shall render to the Customer (Baby Dairy Food Factory OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Baby Dairy Food Factory OJSC>>);
16. The executor (WBD FOODS OJSC) shall render to the Customer (Nizhniy Novgorod Dairy OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Nizhniy Novgorod Dairy OJSC>>);
17. The executor (WBD FOODS OJSC) shall render to the Customer (Timashevsk Dairy OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Timashevsk Dairy OJSC>>);
18. The executor (WBD FOODS OJSC) shall render to the Customer (Siberian Milk Dairy OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Siberian Milk Dairy OJSC>>);
19. The executor (WBD FOODS OJSC) shall render to the Customer (Vladivostok Dairy OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Vladivostok Dairy OJSC>>);
20. The executor (WBD FOODS OJSC) shall render to the Customer (Karasuksky Milk DCJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Karasuksky Milk DCJSC);
21. The executor (WBD FOODS OJSC) shall render to the Customer (Ufamolagroprom OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Ufamolagroprom OJSC>>);
22. The executor (WBD FOODS OJSC) shall render to the Customer (Kiev City Dairy #3 OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Kiev City Dairy #3 OJSC>>);
23. The executor (WBD FOODS OJSC) shall render to the Customer (Bishketsut OJSC) complex management consulting services, and the Customer shall pay
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for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Bishketsut OJSC>>);
24. The executor (WBD FOODS OJSC) shall render to the Customer (Anninskoye Milk OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Anninskoye Milk OJSC>>);
25. The executor (WBD FOODS OJSC) shall render to the Customer (Rubtsov Dairy CJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Rubtsov Dairy CJSC>>);
26. The executor (WBD FOODS OJSC) shall render to the Customer (Veidelevka Milk OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Veidelevka Milk OJSC>>);
27. The executor (WBD FOODS OJSC) shall render to the Customer (Novokuibyshevskmoloko OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Novokuibyshevskmoloko OJSC>>);
28. The executor (WBD FOODS OJSC) shall render to the Customer (Roska OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Roska OJSC>>);
29. The executor (WBD FOODS OJSC) shall render to the Customer (Gulkevichsky Butter Factory OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Gulkevichsky Butter Factory OJSC>>);
30. The executor (WBD FOODS OJSC) shall render to the Customer (WIMM-BILL-DANN Trading Company CJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, WIMM-BILL-DANN Trading Company CJSC>>);
31. The executor (WBD FOODS OJSC) shall render to the Customer (Kharkov Dairy OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal
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activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Kharkov Dairy OJSC>>);
32. The executor (WBD FOODS OJSC) shall render to the Customer (Valdai Springs OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Valdai Springs OJSC>>);
33. The executor (WBD FOODS OJSC) shall render to the Customer (Tuimazynsk Dairy OJSC) complex management consulting services, and the Customer shall pay for these services on the basis of the following procedure for determining the cost of such services: from 2 to 10% from the Customer’s profit obtained from its principal activities prior to taxation, but at least 30,000 rubles a month (beneficiary – WBD FOODS OJSC, Tuimazynsk Dairy OJSC>>);
34. WBD Foods OJSC will provide surety to Kommerzbank ZAO on behalf of Tsaritsyno Dairy OJSC performance by latter of its liabilities under a credit agreement with Kommerzbank ZAO to the sum of the credit (10,000,000 USD) and interest thereon (beneficiary: Tsaritsyno Dairy OJSC);
35. WBD FOODS OJSC shall provide surety to CJSC KB Citibank on behalf of OJSC ZDMP for the performance by the latter of its liabilities under a loan agreement with CJSC ING Bank to the sum of the loan of 4,143,227 EUROS and the interest thereon (beneficiary – ZDMP OJSC);
36. WBD Foods OJSC will provide surety to CB Citibank ZAO on behalf of Lianozovo Dairy OJSC performance by the latter of its liabilities under a credit agreement with CB Citibank ZAO to the sum of the credit, 4,137,147 Euros (beneficiary: Lianozovo Dairy OJSC);
37. WBD Foods OJSC will provide surety to CB Citibank ZAO on behalf of Lianozovo Dairy OJSC performance by the latter of its liabilities under a credit agreement with CB Citibank ZAOto the sum of the credit, 3,844,395 Euros (beneficiary: Lianozovo Dairy OJSC);
38. WBD Foods OJSC will provide surety to CB Citibank ZAO on behalf of Timashevsk Dairy OJSC performance by the latter of its liabilities under a credit agreement with CB Citibank ZAO to the sum of the credit, 3,920,957 Euros (beneficiary: Timashevsk Dairy OJSC);
39. WIMM-BILL-DANN Trading Company CJSC shall guarantee the performance by WBD FOODS OJSC (Issuer) of its obligations to pay up the nominal value of Bonds to the holders of documentary interest-bearing bonds with a total nominal value of 1,500,000,000 (One and a half billion) payable to bearer, issued by WBD FOODS OJSC rubles, series 01, and with obligatory centralized registration.
40. WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Anninskoye Milk LLC (Licensee) a non-exclusive license effective in the Russian Federation to use the following trademarks in relation to the goods and services specified in the agreement for the duration of the agreement:
117667 – Wimm-Bill-Dann
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN, is what you want
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
203362 – VESELYI MOLOCHNIK
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221482 – MOLOKO S BOLOSHOI BUKVY
The compensation shall be repaid every month, and is to be determined as follows:
from (0.01% to 10 %) plus VAT of the income obtained by selling the Licensee’s products, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
41. WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Bishketsut JSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in Kirgizia in relation to the following goods and services specified in the agreement:
701920 - Wimm-Bill-Dann
768825 – Ryzhii Ap (an image) – a bear cub, with the right hand facing sideways, the left hand pointing, and the right eye squinting
770680 – Ryzhii Ap! (with an orange spiral)
771884 – MAZHITEL
774067 – Frugurt
774817 – Doctor Bifi + an oval with an image of the spectacled doctor
782583 – DESERTINO
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
42. WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Veidelevky Milk LLC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN, is what you want
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
203362 – VESELYI MOLOCHNIK
221482 – MOLOKO S BOLOSHOI BUKVY
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
43. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Vitafruct LLC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
125261 – WIMM-BILL-DANN, is what you want
125306 – J-7
125307 – J-7, WIMM-BILL-DANN and is what you want with an image of a small animal and oranges
125308 – Dzhei seven
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
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Sales figures shall be determined exclusive of VAT.
44. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Vladivostok Dairy OJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN, is what you want
181323 – Chudo-iogurt
187863 – Bio-Max
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
193717 – shake
195913 – frugurt
198331 – DESERTINO
199639 – AGUSHA
203362 – VESELYI MOLOCHNIK
204651 – Ryzhii Ap image holding a glass of milk in the right hand
204652 – Ryzhii Ap image on the rollers
204653 – Ryzhii Ap! (with an orange spiral)
204654 – Ryzhii Ap – image with a right hand facing sideways, a left hand pointing, and the right eye squinting
205535 – MAGITEL
206874 – Doctor Bifi + an oval with an image of a spectacled doctor
212104 – Chudo-iogurt milk (cherry and bilberry)
219224 – Chudo-iogurt cream (apricot and cherry)
220660 – Chudo-iogurt cream (bilberry and multifruit)
220661 – Chudo-iogurt milk (apricot and apple)
220663 – Chudo-iogurt milk (strawberry and apricot)
220664 – Chudo-iogurt cream (strawberry and apricot)
220764 – AGUSHA, light letters inside an oval against black rectangular background
220836 – RYZHII AP
221482 – MOLOKO S BOLSHOI BUKVY
221754 – Chudo-tvorozhok (cherry)
221755 – Chudo-tvorozhok (strawberry)
221756 – Chudo-tvorozhok (bilberry)
221771 – Frugurt (pineapple and musk melon)
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
45. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Grande-V CJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
125261 – WIMM-BILL-DANN, is what you want
125306 – J-7
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125307 – J-7, WIMM-BILL-DANN is what you want with an image of a small animal and oranges
125308 – Dzhei seven
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
46. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Gulkevichsky Butter Factory CJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement
117667 – Wimm-Bill-Dann
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN, is what you want
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
203362 – VESELYI MOLOCHNIK
204651 – Ryzhii Ap image with the right hand holding a glass of milk
204652 – Ryzhii Ap image on the rollers
204653 – Ryzhii Ap! (with an orange spiral)
204654 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
220836 – RYZHII AP
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
47. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Depsona CJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN, is what you want
125306 – J-7
125308 – Dzhei seven
175317 – Chudo-yagoda
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
204570 – LYUBIMYI SAD
205751 – Wonder-Berry
212353 – J-7
220804 – Fruit drink with mixture of berries on the figure (collection of berries)
220805 – Fruit drink with cherry on the figure
220806 – Fruit drink with cranberry on the figure
220807 – Fruit drink with cranberry + strawberry on the figure
220808 – Fruit drink with raspberry on the figure
221699 – BERENIKA
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221700 – BERENIKA
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
48. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to DP Wimm-Bill-Dann Ukraine (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in Ukraine in relation to the following goods and services specified in the agreement:
695113 - J-7, WIMM-BILL-DANN and is what you want with an image of the small animal and oranges
695171 – J-7
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
49 JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Baby Dairy Food Factory CJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN, is what you want
181323 – Chudo-iogurt
187863 – Bio-Max
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
199639 – AGUSHA
203362 – VESELYI MOLOCHNIK
204651 – Ryzhii Ap image with the right hand holding a glass of milk
204652 – Ryzhii Ap image on the rollers
204653 – Ryzhii Ap! (with an orange spiral)
204654 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
220764 – AGUSHA, light letters inside an oval against a black rectangular background
220836 – RYZHII AP
221754 – Chudo-tvorozhok (cherry)
221755 – Chudo-tvorozhok (strawberry)
221756 – Chudo-tvorozhok (bilberry)
221771 – Frugurt (pineapple and musk melon)
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
50. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Kiev City Dairy #3 CJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in Ukraine in relation to the following goods and services specified in the agreement:
701920 - Wimm-Bill-Dann
73
768825 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
770680 – Ryzhii Ap! (with an orange spiral)
771884 – MAZHITEL
774067 – frugurt
774817 – Doctor Bifi + an oval with an image of a spectacled doctor
782583 – DESERTINO
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
51 JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Lianozovo CJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement: 117667 – Wimm-Bill-Dann
125261 – WIMM-BILL-DANN, is what you want
125306 – J-7
125307 – J-7, WIMM-BILL-DANN and is what you want with an image of the small animal and oranges
125308 – Dzhei seven
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
52. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Lianozovo Dairy CJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement with a right to sublicense thereof:
117667 – Wimm-Bill-Dann
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN, is what you want
181323 – Chudo-iogurt
187863 – Bio-Max
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
193717 – shake
195913 – frugurt
198331 – DESERTINO
199639 – AGUSHA
203362 – VESELYI MOLOCHNIK
204651 – Bear cub Ryzhii Ap image with its right hand holding a glass of milk
204652 – Bear cub Ryzhii Ap image on the rollers
204653 – Ryzhii Ap! (with an orange spiral)
204654 – Ryzhii Ap – bear cub, black and white image with the right hand facing sideways, the left hand pointing, and the right eye squinting
205535 – MAZHITEL
206874 – Doctor Bifi + oval with an image of the spectacled doctor
212104 – Chudo-iogurt milk (cherry u bilberry)
74
219224 – Chudo-iogurt cream (apricot u cherry)
220660 – Chudo-iogurt cream (bilberry and multifruit)
220661 – Chudo-iogurt milk (apricot and apple)
220663 – Chudo-iogurt milk (strawberry and apricot)
220664 – Chudo-iogurt cream (strawberry and apricot)
220764 – AGUSHA, light letters inside an oval against a black rectangular background
220836 – RYZHII AP
221482 – MOLOKO S BOLSHOI BUKVY
221754 – Chudo-tvorozhok (cherry)
221755 – Chudo-tvorozhok (strawberry)
221756 – Chudo-tvorozhok (bilberry)
221771 – Frugurt (pineapple and musk melon)
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
53 JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Lianozovo Dairy CJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the states specified in the below certificates of international registration in relation to the following goods and services specified in the agreement with a right to sublicense thereof:
695171 – J-7
696609 - Wimm-Bill-Dann is what you want
701920 - Wimm-Bill-Dann
763867 - Wimm-Bill-Dann is what you want
768825 – Ryzhii Ap – bear cub, black and white image with the right hand facing sideways, the left hand pointing, and the right eye squinting
770680 – Ryzhii Ap! (with an orange spiral)
771884 – MAZHITEL
774067 – frugurt
774817 – Doctor Bifi + oval with an image of the spectacled doctor
782583 – DESERTINO
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
54. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Nizhniy Novgorod Dairy OJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN, is what you want
181323 – Chudo-iogurt
187863 – Bio-Max
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
193717 – shake
195913 – frugurt
75
198331 – DESERTINO
199639 – AGUSHA
203362 – VESELYI MOLOCHNIK
204651 – Ryzhii Ap image with the right hand holding a glass of milk
204652 – Ryzhii Ap image on the rollers
204653 – Ryzhii Ap! (with an orange spiral)
204654 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
205535 – MAZHITEL
206874 – Doctor Bifi + oval with an image of the spectacled doctor
212104 – Chudo-iogurt milk (cherry and bilberry)
219224 – Chudo-iogurt cream (apricot and cherry)
220660 – Chudo-iogurt cream (bilberry and multifruit)
220661 – Chudo-iogurt milk (apricot and apple)
220663 – Chudo-iogurt milk (strawberry and apricot)
220664 – Chudo-iogurt cream (strawberry and apricot)
220764 – AGUSHA, light letters inside an oval against a black rectangular background
220836 – RYZHII AP
221482 – MOLOKO S BOLSHOI BUKVY
221754 – Chudo-tvorozhok (cherry)
221755 – Chudo-tvorozhok (strawberry)
221756 – Chudo-tvorozhok (bilberry)
221771 – Frugurt (pineapple and musk melon)
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
55 JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Nectarine LLC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
125261 – WIMM-BILL-DANN, is what you want
125306 – J-7
125307 – J-7, WIMM-BILL-DANN and is what you want and an image of the small animal and cut oranges
125308 – Dzhei seven
204570 – LYUBIMYI SAD
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
56. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Novokuibyshevskmoloko OJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN is what you want
76
181323 – Chudo-iogurt
187863 – Bio-Max
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
193717 – shake
195913 – frugurt
198331 – DESERTINO
199639 – AGUSHA
203362 – VESELYI MOLOCHNIK
204651 – Ryzhii Ap image with the right hand holding a glass of milk
204652 – Ryzhii Ap image on the rollers
204653 – Ryzhii Ap! (with an orange spiral)
204654 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
205535 – MAZHITEL
206874 – Doctor Bifi + an oval with an image of the spectacled doctor
212104 – Chudo-iogurt milk (cherry and bilberry)
219224 – Chudo-iogurt cream (apricot and cherry)
220660 – Chudo-iogurt cream (bilberry and multifruit)
220661 – Chudo-iogurt milk (apricot and apple)
220663 – Chudo-iogurt milk (strawberry and apricot)
220664 – Chudo-iogurt cream (strawberry and apricot)
220764 – AGUSHA, light letters inside an oval against a black rectangular background
220836 – RYZHII AP
221482 – MOLOKO S BOLSHOI BUKVY
221754 – Chudo-tvorozhok (cherry)
221755 – Chudo-tvorozhok (strawberry)
221756 – Chudo-tvorozhok (bilberry)
221771 – Frugurt (pineapple and musk melon)
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
57. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to FOODS PRODUCTION CJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
125261 – WIMM-BILL-DANN, is what you want
125306 – J-7
125307 – J-7, WIMM-BILL-DANN and is what you want with an image of the small animal and oranges
125308 – Dzhei seven
125309 – J-7
134062 – Dr. Fresh
134063 – Dr. Fresh
204570 – LYUBIMYI SAD
204652 – Ryzhii Ap image on the rollers
204653 – Ryzhii Ap! (with an orange spiral)
77
204654 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
220836 – RYZHII AP
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
58. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Ramensky Milk CJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement: 117667 – Wimm-Bill-Dann
125261 – WIMM-BILL-DANN, is what you want
204570 – LYUBIMYI SAD
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
58. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Ramensky Juices LLC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
125261 – WIMM-BILL-DANN, is what you want
204570 – LYUBIMYI SAD
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
59. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Roska CJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN, is what you want
181323 – Chudo-iogurt
187863 – Bio-Max
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
193717 – shake
195913 – frugurt
198331 – DESERTINO
199639 – AGUSHA
203362 – VESELYI MOLOCHNIK
204651 – Bear cub Ryzhii Ap image with the right hand holding a glass of milk
204652 – Ryzhii Ap image on the rollers
204653 – Ryzhii Ap! (with an orange spiral)
78
204654 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
205535 – MAZHITEL
206874 – Doctor Bifi + an oval with an image of the spectacled doctor
212104 – Chudo-iogurt milk (cherry and bilberry)
219224 – Chudo-iogurt cream (apricot and cherry)
220660 – Chudo-iogurt cream (bilberry and multifruit)
220661 – Chudo-iogurt milk (apricot and apple)
220663 – Chudo-iogurt milk (strawberry and apricot)
220664 – Chudo-iogurt cream (strawberry and apricot)
220764 – AGUSHA, light letters inside an oval against a black rectangular background
220836 – RYZHII AP
221482 – MOLOKO S BOLSHOI BUKVY
221754 – Chudo-tvorozhok (cherry)
221755 – Chudo-tvorozhok (strawberry)
221756 – Chudo-tvorozhok (bilberry)
221771 – Frugurt (pineapple and musk melon)
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
60. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Siberian Milk CJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement with the right to sublicense thereof:
117667 – Wimm-Bill-Dann
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN, is what you want
181323 – Chudo-iogurt
187863 – Bio-Max
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
193717 – shake
195913 – frugurt
198331 – DESERTINO
199639 – AGUSHA
203362 – VESELYI MOLOCHNIK
204651 – Ryzhii Ap image with the right hand holding a glass of milk
204652 – Ryzhii Ap image on the rollers
204653 – Ryzhii Ap! (with an orange spiral)
204654 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
205535 – MAZHITEL
206874 – Doctor Bifi + an oval with an image of the spectacled doctor
212104 – Chudo-iogurt milk (cherry and bilberry)
219224 – Chudo-iogurt cream (apricot and cherry)
220660 – Chudo-iogurt cream (bilberry and multifruit)
220661 – Chudo-iogurt milk (apricot and apple)
79
220663 – Chudo-iogurt milk (strawberry and apricot)
220664 – Chudo-iogurt cream (strawberry and apricot)
220764 – AGUSHA, light letters inside an oval against a black rectangular background
220836 – RYZHII AP
221482 – MOLOKO S BOLSHOI BUKVY
221754 – Chudo-tvorozhok (cherry)
221755 – Chudo-tvorozhok (strawberry)
221756 – Chudo-tvorozhok (bilberry)
221771 – Frugurt (pineapple and musk melon)
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
61. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Siberian Milk OJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the states specified in the below certificates of international registration in relation to the following goods and services specified in the agreement with a right to sublicense thereof:
701920 - Wimm-Bill-Dann
768825 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
770680 – Ryzhii Ap! (with an orange spiral)
771884 – MAZHITEL
774067 – frugurt
774817 – Doctor Bifi + an oval with an image of a spectacled doctor
782583 – DESERTINO
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
62 JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Siberian Juices LLC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
125261 – WIMM-BILL-DANN, is what you want
125306 – J-7
125307 – J-7, WIMM-BILL-DANN u is what you want with an image of the small animal and oranges
125308 – Dzhei seven
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
63. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Timashevsk Dairy OJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement with the right to sublicense thereof:
117667 – Wimm-Bill-Dann
80
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN, is what you want
181323 – Chudo-iogurt
187863 – Bio-Max
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
193717 – shake
195913 – frugurt
198331 – DESERTINO
199639 – AGUSHA
203362 – VESELYI MOLOCHNIK
204651 – Ryzhii Ap image with the right hand holding a glass of milk
204652 – Ryzhii Ap image on the rollers
204653 – Ryzhii Ap! (with an orange spiral)
204654 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
205535 – MAZHITEL
206874 – Doctor Bifi + an oval with an image of a spectacled doctor
212104 – Chudo-iogurt milk (cherry and bilberry)
219224 – Chudo-iogurt cream (apricot and cherry)
220660 – Chudo-iogurt cream (bilberry and multifruit)
220661 – Chudo-iogurt milk (apricot and apple)
220663 – Chudo-iogurt milk (strawberry and apricot)
220664 – Chudo-iogurt cream (strawberry and apricot)
220764 – AGUSHA, light letters inside an oval against a black rectangular background
220836 – RYZHII AP
221482 – MOLOKO S BOLSHOI BUKVY
221754 – Chudo-tvorozhok (cherry)
221755 – Chudo-tvorozhok (strawberry)
221756 – Chudo-tvorozhok (bilberry)
221771 – Frugurt (pineapple and musk melon)
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
64 JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Timashevsk Dairy OJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the states specified in the below certificates of international registration in relation to the following goods and services specified in the agreement with a right to sublicense thereof:
695171 – J-7
696609 - Wimm-Bill-Dann is what you want
701920 - Wimm-Bill-Dann
763867 - Wimm-Bill-Dann is what you want
768825 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
770680 – Ryzhii Ap! (with an orange spiral)
771884 – MAZHITEL
774067 – frugurt
81
774817 – Doctor Bifi + an oval with an image of a spectacled doctor
782583 – DESERTINO
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
65. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Ufamolagroprom OJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN, is what you want
181323 – Chudo-iogurt
187863 – Bio-Max
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
193717 – shake
195913 – frugurt
198331 – DESERTINO
199639 – AGUSHA
203362 – VESELYI MOLOCHNIK
204651 – Ryzhii Ap image with the right hand holding a glass of milk
204652 – Ryzhii Ap image on the rollers
204653 – Ryzhii Ap! (with an orange spiral)
204654 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
205535 – MAZHITEL
206874 – Doctor Bifi + an oval with an image of a spectacled doctor
212104 – Chudo-iogurt milk (cherry and bilberry)
219224 – Chudo-iogurt cream (apricot and cherry)
220660 – Chudo-iogurt cream (bilberry and multifruit)
220661 – Chudo-iogurt milk (apricot and apple)
220663 – Chudo-iogurt milk (strawberry and apricot)
220664 – Chudo-iogurt cream (strawberry and apricot)
220764 – AGUSHA, light letters inside an oval against a black rectangular background
220836 – RYZHII AP
221482 – MOLOKO S BOLSHOI BUKVY
221754 – Chudo-tvorozhok (cherry)
221755 – Chudo-tvorozhok (strawberry)
221756 – Chudo-tvorozhok (bilberry)
221771 – Frugurt (pineapple and musk melon)
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
66. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Fructola LLC (Licensee) for the duration of the agreement a non-
82
exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
125261 – WIMM-BILL-DANN, is what you want
125306 – J-7
125307 – J-7, WIMM-BILL-DANN and is what you want with an image of the small animal and oranges
125308 – Dzhei seven
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
67. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Fruit Rivers LLC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement:
117667 – Wimm-Bill-Dann
125261 – WIMM-BILL-DANN, is what you want
125306 – J-7
125307 – J-7, WIMM-BILL-DANN and is what you want with an image of the small animal and oranges
125308 – Dzhei seven
134062 – Dr. Fresh
134063 – Dr. Fresh
175317 – Chudo-yagoda
204570 – LYUBIMYI SAD
204652 – Ryzhii Ap image on the rollers
204653 – Ryzhii Ap! (with an orange spiral)
204654 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
205751 – Wonder-Berry
212353 – J-7
220804 – Fruit drink with a mixture of berries on the figure (collection of berries)
220805 – Fruit drink with cherry on the figure
220806 – Fruit drink with cranberry on the figure
220807 – Fruit drink with cranberry + strawberry on the figure
220808 – Fruit drink with raspberry on the figure
220836 – RYZHII AP
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
68. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Kharkov Dairy OJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in Ukraine in relation to the following goods and services specified in the agreement:
701920 - Wimm-Bill-Dann
768825 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
770680 – Ryzhii Ap! (with an orange spiral)
83
771884 – MAZHITEL
774067 – frugurt
774817 – Doctor Bifi + an oval with an image of the spectacled doctor
782583 – DESERTINO
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
69. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Tsaritsyno Dairy (TSNK) OJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the Russian Federation in relation to the following goods and services specified in the agreement with the right to sublicense thereof:
117667 – Wimm-Bill-Dann
117698 - Wimm-Bill-Dann and an image of the outline of the small animal with a fluffy tail
125261 – WIMM-BILL-DANN, is what you want
181323 – Chudo-iogurt
187863 – Bio-Max
188686 – WIMM-BILL-DANN is what you want
193409 - Wimm-Bill-Dann
193717 – shake
195913 – frugurt
198331 – DESERTINO
199639 – AGUSHA
203362 – VESELYI MOLOCHNIK
204651 – Ryzhii Ap image with the right hand holding a glass of milk
204652 – Ryzhii Ap image on the rollers
204653 – Ryzhii Ap! (with an orange spiral)
204654 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
205535 – MAZHITEL
206874 – Doctor Bifi + an oval with an image of the spectacled doctor
212104 – Chudo-iogurt milk (cherry and bilberry)
219224 – Chudo-iogurt cream (apricot and cherry)
220660 – Chudo-iogurt cream (bilberry and multifruit)
220661 – Chudo-iogurt milk (apricot and apple)
220663 – Chudo-iogurt milk (strawberry and apricot)
220664 – Chudo-iogurt cream (strawberry and apricot)
220764 – AGUSHA, light letters inside an oval against a black rectangular background
220836 – RYZHII AP
221482 – MOLOKO S BOLSHOI BUKVY
221754 – Chudo-tvorozhok (cherry)
221755 – Chudo-tvorozhok (strawberry)
221756 – Chudo-tvorozhok (bilberry)
221771 – Frugurt (pineapple and musk melon)
The compensation shall be paid every month, and is to be determined as follows:
from (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
84
70. JSC WBD FOODS OJSC (Licensor) shall, for the compensation paid by the Licensee to the Licensor, grant to Tsarisyno Dairy (TSMK) OJSC (Licensee) for the duration of the agreement a non-exclusive license to use the following trademarks in the states specified in the below certificates of international registration in relation to the following goods and services specified in the agreement with a right to sublicense thereof:
695171 – J-7
696609 - Wimm-Bill-Dann is what you want
701920 - Wimm-Bill-Dann
763867 - Wimm-Bill-Dann is what you want
768825 – Ryzhii Ap – image with the right hand facing sideways, the left hand pointing, and the right eye squinting
770680 – Ryzhii Ap! (with an orange spiral)
771884 – MAZHITEL
774067 – frugurt
774817 – Doctor Bifi + an oval with an image of the spectacled doctor
782583 – DESERTINO
The compensation shall be paid every month, and is to be determined as follows:
From (0.01% to 10 %) and VAT of the Licensee’ products realization income, but at least 120 rubles, including VAT (20%).
Sales figures shall be determined exclusive of VAT.
On the second matter on the agenda 2 ballot papers were received, representing a total of votes, or 100% of the total number of voting shares.
Voting results: “FOR” – 1910178 votes; “AGAINST” - none; “ABSTAINED” - none. The resolution was adopted unanimously in the stated wording.
III.
Be it resolved that the new version of the bylaw “On the Board of Directors of WBD Foods OJSC” of WBD Foods OJSC be ratified.
On the third matter on the agenda 11 ballot papers were received, representing a total of 32 879 227 votes, or 74.73% of the total number of voting shares.
Voting results: “FOR” – 31 521 429 votes; “AGAINST” - none; “ABSTAINED” - 1357798. The resolution was adopted by a majority of votes in the stated wording.
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Representative |
|
R. V. Bolotovsky |
|
by power of attorney dated October 1, 2002, No. 01/10 |
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|
|
|
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Date of occurrence of the fact (event, activity): March 4, 2003 |
|
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Code: 0306005A04032003 |
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The shareholder’s surname, given name, patronymic: Timokhins Alexanders
Share in the charter capital before the change: 6.943%
Share in the charter capital after the change: 0%
Effective date of the change in the charter capital: March 4, 2003
|
Representative |
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R. V. Bolotovsky |
|
by power of attorney dated October 1, 2002, No. 01/10 |
|
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85
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Date of occurrence of the fact (event, activity): March 4, 2003 |
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Code: 0506005A04032003 |
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The shareholder’s surname, given name, patronymic: Timokhins Alexanders
Share in the charter capital before the change: 6.943%
Share in the charter capital after the change: 0%
Effective date of the change in the charter capital: March 4, 2003
|
Representative |
|
R. V. Bolotovsky |
|
by power of attorney dated October 1, 2002, No. 01/10 |
|
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Date of occurrence of the fact (event, activity): March 11, 2003 |
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Code: 1306005A11032003 |
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Place of preparation of the minutes: Moscow
Date of preparation of the minutes: March,11, 2003
Form of the meeting: adoption of resolutions by remote voting (by poll)
Quantitative composition of the Board of Directors of Wimm-Bill-Dann Foods Open Joint Stock Company (hereinafter “WBD Foods OJSC”): 11 (eleven) persons.
The quorum and voting results at this meeting are determined taking into account the written opinions of members of the Board of Directors of WBD Foods OJSC received by WBD Foods no later than 24:00 (Moscow time), March, 08, 2003.
At the date of preparation of the minutes, 10 (ten) members of the Board of Directors had participated in voting: Guy de Selliers, M. V. Dubinin, S. A. Plastinin, V. A. Tutelyan, V. N. Sherbak, D. Iakobachvili, E. G. Yasin, E. Linwood Tipton, Michael O’Neill and J. B. Mark Mobius. The meeting was quorate.
ISSUES PUT TO A VOTE AND RESULTS OF VOTING THEREON:
1. On the first matter of the agenda: Concerning approval of interested party transactions.
1.1. For the purposes of fulfilling the formal requirements of the Federal Law “On Joint Stock Companies” in regard to conclusion of transactions in whose completion there is a potential interest, and in view of the absence of an actual conflict of interests, be it resolved that the following transactions be approved:
1. WBD Foods OJSC hereby provides a guarantee to “Hassia Verpackungsmashinen GmbH”, Germany, for Siberian Milk OJSC in meeting its liabilities under the delivery of equipment agreement by “Hassia Verpackungsmashinen GmbH”, Germany for Euro 958 466 (beneficiary – Siberian Milk OJSC).
When determining the results of voting on this matter, the votes of members of the Board of Directors without an interest in the transactions were take into account: Guy de Selliers, V. A. Tutelyan, V. N. Sherbak, E. G. Yassin, E. Linwood Tipton, Michael O’Neill, and J. B. Mark Mobius.
86
Votes: “FOR” - 7 (seven) votes; “AGAINST” - none; “ABSTAINED” - none. The resolution was adopted unanimously in the stated wording.
1.2. For the purposes of fulfilling the formal requirements of the Federal Law “On Joint Stock Companies” in regard to conclusion of transactions in whose completion there is a potential interest, and in view of the absence of an actual conflict of interests, be it resolved that the following transactions be approved:
1. WBD Foods OJSC hereby provides a guarantee to CITIBANK for Lianozovo Dairy OJSC in meeting its liabilities under loan agreement with CITIBANK for RUR 210 000 000 + interest (beneficiary - Lianozovo Dairy OJSC)
Votes: “FOR” - 10 (ten) votes; “AGAINST” - none; “ABSTAINED” – none.
The resolution was adopted unanimously in the stated wording.
2. On the second matter on the agenda: Concerning determination of the market value of the property in connection with the major transaction.
2.1. Since obtaining by the Company of a loan from UBS Luxembourg S.A. as part of the Company’s participation in the issue and placement of eurobonds will entail the performance by the Company of a major transaction, be it resolved that the terms of the Company’s participation in the issue and placement of eurobonds, including the terms of the draft Loan Agreement, the draft Subscription Agreement, the draft Trustee Costs Reimbursement Agreement and the draft Paying Agent Costs Reimbursement Agreement, comply with market conditions.
Votes: “FOR” - 9 (nine) votes; “AGAINST” – 1 (one) vote (Guy de Selliers); “ABSTAINED” – none. The resolution was adopted by majority of votes in the stated wording.
3. On the third matter of the agenda : Calling an extraordinary general shareholders meeting.
Be it resolved:
3.1. That an extraordinary general meeting of shareholders be called on the initiative of the Company’s Board of Directors.
3.2. That the following terms and procedure for holding the extraordinary general meeting of shareholders of the Company be approved:
3.2.1. Form of the meeting: remote voting;
3.2.2. Deadline for receipt of ballot papers: April,24, 2003, by 24:00 Moscow time;
3.2.3. Postal address to which completed ballot papers are to be sent: 109028, Russian Federation, Moscow, Yauzsky boulevard, d. 16/15, room 306.
3.3. That the date of compilation of the list of persons entitled to participate in the extraordinary general meeting of shareholders of the Company be set at March,23, 2003 (at the end of the registrar’s business day).
3.4. That the following procedure for giving notice of the extraordinary general meeting of shareholders be established: no later than 20 days before the deadline for receipt of ballot papers, a notice of the extraordinary general meeting of shareholders of the Company shall be sent, by registered letter or delivery against signature, to each person specified in the list of persons entitled to participate in the general meeting of shareholders and also be published in the Wall Street Journal (New York, USA).
3.5. That ballot papers for voting on matters on the agenda and materials on the agenda matters be sent, along with the notice of the extraordinary general meeting of shareholders, by registered letter or delivery against signature, to each person specified in the list of persons entitled to participate in the general meeting of shareholders.
87
Votes: “FOR” - 10 (ten) votes; “AGAINST” - none; “ABSTAINED” – none.
The resolution was adopted unanimously in the stated wording.
4. On the fourth matter of the agenda: Including the matter concerning approval of a major transaction to the agenda of the extraordinary general shareholders meeting.
4.1. For the purpose of complying with the requirements of the Federal Law “On Joint Stock Companies” with respect to conclusion of major transactions, a major transaction comprising the following interrelated transactions shall be approved:
1. Loan Agreement between the Company and UBS Luxembourg S.A. (or any other bank appointed by UBS Luxembourg S.A. on the basis of consultations with the Company) (the “Creditor Bank”), under which (a) the Creditor Bank agrees to extend a loan to the Company in an amount equal to the proceeds of the offering of the Notes (the “Notes”) to be carried out by the Creditor Bank pursuant to the Subscription Agreement referred to in Item 2 below, and the Company agrees to make periodic payments of interest on the loan and to repay the principal amount of the loan at maturity or at an earlier date if required under the terms of the Loan Agreement; it being understood that such payments under the Loan Agreement shall be made in accordance with the principal repayment and interest payment provisions set forth in the terms and conditions of the Notes; (b) the Company undertakes to make certain other payments provided for in the Loan Agreement; and (c) the Company shall provide certain representations and warranties and undertake indemnities with respect to, and in order to facilitate, the transactions contemplated by the Loan Agreement. The loan amount to be provided to the Company by the Creditor Bank under the Loan Agreement shall be between [100 (one hundred)] million U.S. dollars and [250 (two hundred and fifty)] million U.S. dollars, depending on the market conditions prevailing at the time the Notes are offered. The interest rate shall be determined by the Company’s duly authorized representatives in the person of the Chairman of the Executive Committee and/or the Chief Financial Director of the Company on the basis of consultations with UBS AG or its affiliates, depending on the market terms in the international capital markets available to Russian borrowers with similar credit ratings at the time the Notes are offered. The loan under the Loan Agreement shall be extended for a period not in excess of 5 (five) years.
2. Subscription Agreement between the Company and the Creditor Bank, UBS AG or a company appointed by UBS AG, and the co-managers (or the affiliated companies of such co-managers) (UBS AG and the co-managers together, the “Underwriting Banks”), under which (a) the Creditor Bank as Issuer undertakes to issue and sell, and the Underwriting Banks as Initial Purchasers undertake to subscribe and pay for (or procure subscription and payment for), the Notes with a nominal value equal to the amount of the loan under the Loan Agreement, subject to fulfillment of the certain conditions precedent set forth in the Subscription Agreement, and (b) the Company provides certain representations and warranties and undertakes indemnities with respect to, and in order to facilitate, the transactions contemplated by the Subscription Agreement.
3. Deed of Indemnity between the Company and the Trustee pursuant to which the Company (a) indemnifies the Trustee (to be appointed by UBS AG or any other UBS Warburg Group bank) in respect of certain costs and expenses incurred or that may be incurred by the Trustee in connection with the transaction contemplated by the Deed of Indemnity; and (b) assumes certain other undertakings for the benefit of the Trustee as contemplated by the Deed of Indemnity.
88
4. Deed of Indemnity between the Company and the Paying Agent pursuant to which the Company (a) indemnifies the Paying Agent (to be appointed by UBS AG or any other UBS Warburg Group bank) in respect of certain costs and expenses incurred or that may be incurred by the Paying Agent in connection with the transaction contemplated by the Deed of Indemnity; and (b) assumes certain other undertakings for the benefit of the Paying Agent as contemplated by the Deed of Indemnity.
4.2. That the following agenda of an extraordinary general meeting of shareholders be approved:
4.2.1. Approval of a major transaction.
Votes: “FOR” - 9 (nine) votes; “AGAINST” – 1 (one) vote (J.B. Mark Mobius); “ABSTAINED” – none. The resolution was adopted by majority of votes in the stated wording.
5. On the fifth matter of the agenda: Approval of the agenda for the extraordinary general meeting of shareholders.
Be it resolved:
5.1. That the following agenda of an extraordinary general meeting of shareholders be approved:
5.1.1. Approval of a major transaction.
5.2. That the form and text of the ballot paper be approved (Supplement # 1)
5.3.That the text of the notice of the extraordinary general meeting of shareholders be approved (Supplement # 2).
Votes: “FOR” - 10 (ten) votes; “AGAINST” - none; “ABSTAINED” – none.
The resolution was adopted unanimously in the stated wording.
6. On the sixth matter of the agenda: Concerning approval of a decision to issue securities of Wimm-Bill-Dann Foods OJSC, to be placed on the basis of a resolution of the General Shareholders’ Meeting of Wimm-Bill-Dann Foods OJSC to increase its charter capital by placing additional ordinary registered shares of Wimm-Bill-Dann Foods OJSC by closed subscription.
6.1. Be it resolved that, on the basis of a resolution of the General Shareholders’ Meeting of Wimm-Bill-Dann Foods OJSC (Minutes No. 03-02 of February 3, 2003), the Decision to Issue Securities of Wimm-Bill-Dann Foods OJSC be approved.
Votes: “FOR” - 10 (ten) votes; “AGAINST” - none; “ABSTAINED” – none.
The resolution was adopted unanimously in the stated wording.
OJSC “WBD FOODS” was created as a result of re-organization of “WBD FOODS LLC”, based on the decision on re-organization made by the general meeting of participants of “WBD FOODS LLC”. Re-organization was performed by exchanging shares of participants of “WBD FOODS LLC” for the stock of OJSC “WBD FOODS”.
No additional material information on the Issuer.
89
See Attachment.
None
Value of the Issuer’s assets at the last day of the quarter preceding the reporting quarter:
6 100 081 thousand rubles
Value of the Issuer’s assets at the last day of the reporting quarter: 6 362 197 thousand rubles
None.
Value of the Issuer’s assets at the last day of the 3rd quarter of last year: 6 018 360 thousand rubles
Value of the Issuer’s assets at the last day of the 4th quarter of last year: 6 100 081 thousand rubles
None
Issuer’s profits (losses) in the quarter preceding the reporting quarter: 75 819 thousand rubles
Issuer’s profits (losses) in the reporting quarter: 68 921 thousand rubles
Issuer’s profits (losses) in the 3rd quarter of last year: 74 005 thousand rubles
Issuer’s profits (losses) in the 4th quarter of last year: 75 819 thousand rubles
None
50.1 Date of concluding the transaction: February 3, 2003
90
Object and description of the transaction: The issuer acquires additional ordinary registered shares of Lianozovo Dairy OJSC
Overall amount (value) of funds received (spent) by the issuer under the transaction: 206 000 Thousand Rubles
Share of the amount (value) of funds received (spent) by the issuer under the transaction, in issuer’s assets: 3.24 %
Partners and beneficiaries under the transaction:
50.1.1 Name: Lianozovo Dairy OJSC
Postal address: 108A, Dmitrovskoye Shosse, Moscow, 127591
Phone: 105-58-05
Fax: 105-58-05
Persons being interested in effecting the aforesaid transaction as per Russian Federation legislation:
M.I. Vishnyakov
M.V. Dubinin
V.Y. Yevdokimov
S.A. Plastinin
A.S. Orlov
G.A. Yushvayev
D. Yakobashvili
Ye.L. Yaroslavsky
Issuer’s Authorized Body, which adopted the resolution on giving consent for concluding the transaction: General Meeting of Shareholders
Date of adopting the resolution on giving consent for concluding the transaction: May 31, 2002
50.2 Date of concluding the transaction: February 4, 2003
Object and description of the transaction: The issuer grants a repayable (revolving) loan to Tsaritsino Dairy OJSC for the period of up to 3 years
Overall amount (value) of funds received (spent) by the issuer under the transaction: 340 103 Thousand Rubles
Share of the amount (value) of funds received (spent) by the issuer under the transaction, in issuer’s assets: 5.35 %
Partners and beneficiaries under the transaction:
50.2.1 Name: Tsaritsino Dairy OJSC
Postal address:, 6, 1st Varshavsky Proyezd, Moscow, 115201
Phone: 119-85-24
Fax: 113-61-47
Persons being interested in effecting the aforesaid transaction as per Russian Federation legislation:
M.I. Vishnyakov
M.V. Dubinin
V.Y. Yevdokimov
S.A. Plastinin
A.S. Orlov
G.A. Yushvayev
91
D. Yakobashvili
Ye.L. Yaroslavsky
Issuer’s Authorized Body, which adopted the resolution on giving consent for concluding the transaction: General Meeting of Shareholders
Date of adopting the resolution on giving consent for concluding the transaction: February 3, 2003
50.3 Date of concluding the transaction: February 5, 2003
Object and description of the transaction: The issuer grants a repayable (revolving) loan to Fructoviye Reki LLC for the period of up to 3 years
Overall amount (value) of funds received (spent) by the issuer under the transaction: 392 041 Thousand Rubles
Share of the amount (value) of funds received (spent) by the issuer under the transaction, in issuer’s assets: 6.16 %
Partners and beneficiaries under the transaction:
50.3.1 Name: Fructoviye Reki LLC
Postal address: Office 8, 2nd Floor, Building 2, House 8/10, Bryusov Per., Moscow, 103009
Phone: 905-40-01
Fax: 905-40-01
Persons being interested in effecting the aforesaid transaction as per Russian Federation legislation:
None
Issuer’s Authorized Body, which adopted the resolution on giving consent for concluding the transaction: Board of Directors
Date of adopting the resolution on giving consent for concluding the transaction: December 11, 2002
51.1 State registration number of the issue: 1-02-06005-A
Date of state registration of the issue: October 30, 2001
Total amount (value) of funds contributed in payment for securities as at the last day of the reporting period: 2,326,204,885 thousand rubles
Total (value) of funds used in the reporting period for each of the main areas of use:
Acquisition of interests (shares) in the charter capital of commercial organizations being affiliated companies of the Issuer – 278 700 thousand rubles
Provision of loans to affiliated companies of the issuer and to the Companies not being affiliated companies of the issuer but whose primary activities are the production and sale of dairy products, juices, and beverages – 185 300 thousand rubles
Total (value) of funds used in the reporting period: 464 000 thousand rubles.
92
Data on the Issuer’s Borrowed Assets as of the End of the Reporting Quarter:
|
Item Name |
|
Balance at |
|
Received |
|
Paid |
|
Balance at |
|
|
Long-term Bank Credits |
|
— |
|
— |
|
— |
|
— |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Other Long-term Loans |
|
— |
|
— |
|
— |
|
— |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Short-term Bank Credits |
|
— |
|
50 000 |
|
50 000 |
|
— |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Employee Bank Credits |
|
— |
|
— |
|
— |
|
— |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Other Short-term Loans |
|
— |
|
160 000 |
|
— |
|
160 000 |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
Data on the Issuer’s Accounts Payables and Receivables as of the End of the Reporting Quarter:
|
Item Name |
|
Balance at |
|
Received |
|
Paid |
|
Balance at |
|
|
1) Accounts Receivables: |
|
|
|
|
|
|
|
|
|
|
short-term |
|
390 816 |
|
1 009 909 |
|
1 075 840 |
|
324 861 |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
including over 3 months |
|
— |
|
— |
|
— |
|
— |
|
|
including by: |
|
|
|
|
|
|
|
|
|
|
long-term |
|
— |
|
— |
|
— |
|
— |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
including over 3 months |
|
— |
|
— |
|
— |
|
— |
|
|
including by: |
|
|
|
|
|
|
|
|
|
|
2) Accounts Payables: |
|
|
|
|
|
|
|
|
|
|
short-term |
|
9 948 |
|
1 109 137 |
|
1 076 426 |
|
42 635 |
|
|
including past-due |
|
— |
|
— |
|
|
|
— |
|
|
including over 3 months |
|
— |
|
— |
|
|
|
— |
|
|
including by: |
|
|
|
|
|
|
|
|
|
|
long-term |
|
— |
|
— |
|
|
|
— |
|
|
including past-due |
|
— |
|
— |
|
|
|
— |
|
|
including over 3 months |
|
— |
|
— |
|
|
|
— |
|
|
including by: |
|
|
|
|
|
|
|
|
|
|
Guarantees: |
|
|
|
|
|
|
|
|
|
|
received |
|
— |
|
103 096 |
|
50 000 |
|
53 096 |
|
|
including third parties |
|
— |
|
— |
|
— |