FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
May 31, 2006
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission file number: 333-14278
(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
Wimm-Bill-Dann Foods Open Joint Stock Company
[“WBD Foods” or the “Company”] hereby submits the materials to be
provided to security holders in connection with annual
general shareholders’ meeting held on June 30, 2006.
1. NOTIFICATION TO SHAREHOLDERS ON GENERAL MEETING OF SHAREHOLDERS
Wimm-Bill-Dann Foods Open Joint Stock Company (hereinafter the “Company” or “WBD Foods OJSC”), located at: 16/15, Yauzsky blvd., room 306, Moscow 109028, Russian Federation, hereby notifies the shareholders of WBD Foods OJSC of an annual general meeting of shareholders of WBD Foods OJSC (the “Meeting”) to be held on June 30, 2006 in the form of a meeting (joint presence of shareholders).
Agenda of the General Meeting of Shareholders:
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1. |
Election of the members of the Counting Commission of WBD Foods OJSC. |
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2. |
Approval of the Annual Report of WBD Foods OJSC. |
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3. |
Approval of the Annual financial statements, including the income statement (profit and loss accounts) of WBD Foods OJSC. |
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4. |
Distribution of the Company’s profit (including payment/declaration of dividends) and losses of the Company. |
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5. |
Approval of the Company’s auditor for 2006. |
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6. |
Election of the members of the Company’s Board of Directors. |
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7. |
Election of the members of the Company’s Auditing Commission. |
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8. |
Approval of the interested party transactions. |
Time of the Meeting: registration of shareholders starts at 10:00 a.m. Moscow time; meeting starts at 11:15 a.m. Moscow time.
Date of preparation of the list of persons entitled to participate in the Meeting: May 15, 2006 (at the end of the registrar’s business day).
Registration of shareholders (or their representatives) to participate in the Meeting will be held on the date of the Meeting, from 10:00 a.m. Moscow time at the Company’s location.
Registrants must present documentary proof of identify, as well as documents confirming their authority: a power of attorney and/or other documents in accordance with current legislation of the Russian Federation.
Voting on agenda items will be conducted using ballots.
Shareholders of the Company may familiarize themselves with the materials to be provided to them in the course of preparation for the Meeting and obtain copies of such materials at the following address: 16/15, Yauzsky blvd., room 306, Moscow, Russian Federation, on business days from 9:00 a.m. to 4:00 p.m. Moscow time.
Board of Directors of WBD Foods OJSC
DRAFT RESOLUTIONS OF THE GENERAL MEETING OF SHAREHOLDERS OF WBD FOODS OJSC
1. On the first agenda item: “Election of members of WBD Foods OJSC Counting Commission”.
1.1. Be it resolved that WBD Foods OJSC Counting Commission be elected as follows: Limonova O. M., Mukhin M. M., Novgorodova M. A., Solntseva E. S., Tusina I. A.
2. On the second agenda item: “Approval of WBD Foods OJSC Annual Report”.
Be it resolved:
2.1. That WBD Foods OJSC Annual Report, prepared on the basis of accounting data according to Russian standards for Y2005, be ratified.
3. On the third agenda item: “Approval of the Annual financial statements, including the income statement (profit and loss accounts) of WBD Foods OJSC”.
Be it resolved:
3.1. That the Annual financial statements, including the income and losses statements (profit and loss accounts) of WBD Foods OJSC be ratified.
4. On the fourth agenda item: “Distribution of the profit (including payment/declaration of dividends) and losses of WBD Foods OJSC”.
Be it resolved:
4.1. Losses in the amount of 237 122 900,30 RUR, incurred upon Y2005 financial results, be covered out of earned surplus (undistributed profit) of Y2002-2004, which amounts 439 776 919,36 RUR.
4.2. To announce dividends payment upon Y2002-2004 financial results on allocated ordinary nominal shares of WBD Foods OJSC, in the dividend amount of 4 (four) rubles 60 kopecks per 1 ordinary nominal share.
4.3. To announce dividends payment upon O1 Y2006 financial results on allocated ordinary nominal shares of WBD Foods OJSC, in the dividend amount of 2 (two) rubles 27 kopecks per 1 ordinary nominal share.
4.4. To set the following terms and conditions of dividends payment:
4.4.1. Method of dividends payment: cash;
4.4.2. Term of dividend payment: term of dividend payment should not exceed 60 days from the date of GSM approval of dividends payment;
4.4.3. Procedure of dividends payment:
• dividends payment to legal entities is performed in the form of cashless settlement (at that, the date of dividend payment is considered the date of charge-off the corresponding amount from WBD Foods OJSC and payment agent’s (in case of its engagement) account); dividends payment to individuals, upon their request, may be effected both in cash, or in the form of cashless settlement;
• since WBD Foods OJSC is the tax agent in the course of income payment to the shareholders on their ordinary nominal shares, the dividends are paid to the shareholders after deduction of tax and other amounts, stipulated by the Russian Federation legislation, retained.
5. On the fifth agenda item: “Approval of WBD Foods OJSC auditor for 2006”.
5.1. For the purposes of verifying the financial and business activities of WBD Foods, in accordance with legal acts of the Russian Federation approve Ernst & Young LLC as the Company’s auditor for 2006.
6. On the sixth agenda item: “Election of the members of WBD Foods OJSC Board of Directors”.
6.1. Be it resolved that the members of WBD Foods OJSC Board of Directors be elected as follows: O. S. Borisova, A. M. Branis, O. V. Lane, I. N. Mazalov, R. A. Fil’kin; Guy de Selliers, M. V. Dubinin, Michael O’Neill, A. S. Orlov, S. A. Plastinin, V. A. Tutelyan, V. N. Sherbak, D. Iakobachvili, E. G. Yassin,
E. Linwood (Tip) Tipton, G. A. Yushvaev.
7. On the seventh agenda item: “Election of the members of WBD Foods OJSC Auditing Commission”.
7.1. Be it resolved that the members of WBD Foods OJSC Auditing Commission be elected as follows:
E. V. Bogutskaya, I. V. Vasin, E. B. Kuznetsova, N. N. Kolesnikova, N. V. Romanova, J. A. Chudina.
8. On the eighth agenda item: “Approval of the interested party transactions”.
In fulfillment of the formal requirements of the Federal Law “On Joint Stock Companies” regarding the conclusion of transactions involving a potential interest, be it resolved that the following transactions be approved:
8.1. Joint-stock commercial bank “Raiffeisenbank Ukraine” acting on behalf of Kiev City Dairy Plant #3 OJSC sells to WBD Foods OJSC the securities (ordinary nominal shares) of “Kharkiv Dairy Plant” OJSC in the amount of 1 499 740 000 shares. The transaction amount is 74 987 000 hryvny.
8.2. Baby Food Dairy Plant OJSC shall grant, and WBD Foods OJSC (the Debtor) shall receive for the term through December 31,2008 a recurrent revolving loan denominated in RUR on the following terms and conditions: marginal amount of the current indebtedness of the Debtor to Baby Food Dairy Plant OJSC for any date should not exceed 300 000 000,00 rubles, including the earlier approved loan amount of 38 000 000 RUR.
1. Solntseva, Evgeniya Solomonovna
Position in the issuing company: Director of the Department of Securities Registration and Records of Shareholder Rights
Positions in other organizations:
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Organization |
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Position |
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Lianozovo Dairy Plant OJSC |
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Chief Securities Specialist |
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“Baltic Milk” Dairy Plant OJSC |
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Senior Securities Specialist |
No shareholding in the equity capital of the Issuer or its affiliates
2. Tyusina, Irina Anatolievna
Position in the issuing company: Senior Specialist of the Department of Securities Registration and Records of Shareholder Rights
Positions in other organizations:
|
Organization |
|
Position |
|
Lianozovo Dairy Plant OJSC |
|
Securities Specialist |
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Karasuk Dairy ACJSC |
|
Senior Securities Specialist |
No shareholding in the equity capital of the Issuer or its affiliates
3. Novgorodova, Marina Alexandrovna
Position in the issuing company: Senior Specialist of the Board of Directors Administration
Positions in other organizations: none
No shareholding in the equity capital of the Issuer or its affiliates
4. Mukhin, Mikhail Mikhailovich
Position in the issuing company: Legal Consultant
Positions in other organizations: none
5. Limonova, Olga Mikhailovna
Position in the issuing company: Senior Specialist of the Department of Securities Registration and Records of Shareholder Rights
Positions in other organizations: none
*Information on the candidates is submitted as of April 20,2006
1. de Selliers, Guy
Position in the issuing company: Member of the Board of Directors
Positions in other organizations:
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Organization |
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Position |
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HB Advisers (UK) |
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Chairman |
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Shatura Furniture OJSC |
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Member of the Board of Directors |
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Norilsk Nickel OJSC |
|
Member of the Board of Directors |
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Solvey S.A. |
|
Member of the Board of Directors |
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Partners in Hope |
|
Chairman of the Board of Trustees |
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Allied Resources Inc. |
|
Member of the Board of Directors |
No shareholding in the equity capital of the Issuer or its affiliates
2. Dubinin, Mikhail Vladimirovich
Position in the issuing company: Member of the Board of Directors
Positions in other organizations:
|
Organization |
|
Position |
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“Istra Springs” LLC |
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Member of the Board of Directors |
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“Nadezhny fundament” LLC |
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Member of the Board of Directors |
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“C-trading” LLC |
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Member of the Board of Directors |
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“Petri-trade” LLC |
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Member of the Board of Directors |
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“Cliff-Real Estate” LLC |
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Member of the Board of Directors |
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Non-commercial partnership “Benelux Residence” |
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Member of the Management Board |
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Non-commercial organization «International community Council on “Golden Falcon” order awarding” |
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Member of the Board of Directors |
Shareholding in the Issuer’s equity capital (excluding GDRs owned by the candidate): 5,71%
Shareholding in the Issuer’s affiliates: “Lianozovo Dairy Plant” OJSC
Share: 0.049%
3. O’Neill, Michael
Position in the issuing company: Member of the Board of Directors
Positions in other organizations:
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Organization |
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Position |
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The Coca-Cola Icecek, Turkey |
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Member of the Management Board |
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Efes Breweries International |
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Member of the Board of Directors |
No shareholding in the equity capital of the Issuer or its affiliates
4. Orlov, Aleksandr Sergeevich
Position in the issuing company: Member of the Board of Directors
Positions in other organizations:
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Organization |
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Position |
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Buryn Powder Milk Plant OJSC |
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Member of the Board of Directors |
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Baby Food Dairy Plant OJSC |
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Member of the Board of Directors |
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Kiev City Dairy Plant No. 3 OJSC |
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Member of the Supervisory Board |
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“Shikhan” OJSC (nonalcoholic brew plant) |
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Member of the Board of Directors |
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Non-commercial partnership “Benelux Residence” |
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Member of the Management Board |
Shareholding in the Issuer’s equity capital (excluding GDRs owned by the candidate): 3,47%
Shareholding in the Issuer’s affiliates: “Lianozovo Dairy Plant” OJSC
Share: 0.028%
5. Plastinin, Sergei Arkadievich
Position in the issuing company: Member of the Board of Directors
Positions in other organizations:
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Organization |
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Position |
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Lianozovo Dairy Plant OJSC |
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Member of the Board of Directors |
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Dairy Plant OJSC |
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Member of the Board of Directors |
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Tsaritsino Dairy Plant OJSC |
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Member of the Board of Directors |
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Vladivostok Dairy Plant OJSC |
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Member of the Board of Directors |
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Ramenskoye Dairy Plant OJSC |
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Member of the Board of Directors |
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Siberian Milk OJSC |
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Member of the Board of Directors |
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Nizhny Novgorod Dairy Plant OJSC |
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Member of the Board of Directors |
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Kiev City Dairy Plant No. 3 OJSC |
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Member of the Supervisory Board |
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Bishkeksut OJSC |
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Member of the Board of Directors |
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Ufamolagroprom OJSC |
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Member of the Supervisory Board |
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Novokuibyshevsk Milk OJSC |
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Member of the Board of Directors |
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Karasuk Milk ACJSC |
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Member of the Board of Directors |
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Gulkevichi Creamery CJSC |
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Member of the Board of Directors |
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“PIK CENTER” LLC |
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General Director |
Shareholding in the Issuer’s equity capital (excluding GDRs owned by the candidate): 9,30%
Shareholding in the Issuer’s affiliates: “Lianozovo Dairy Plant” OJSC
Share: 0.049%
6. Tutelyan, Viktor Aleksandrovich
Position in the issuing company: Member of the Board of Directors
Positions in other organizations:
|
Organization |
|
Position |
|
Institute of Nutrition of the Russian Academy of Medical Sciences |
|
Director |
No shareholding in the equity capital of the Issuer or its affiliates
7. Sherbak, Vladimir Nikolaevich
Position in the issuing company: Member of the Board of Directors
Positions in other organizations:
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Organization |
|
Position |
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Joint-Stock Commercial Bank “Tusar” |
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Chairman of the Board of Directors |
No shareholding in the equity capital of the Issuer or its affiliates
8. Yushvaev, Gavril Abramovich
Position in the issuing company: Member of the Board of Directors
Positions in other organizations:
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Organization |
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Position |
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“RusAgroProject” CJSC |
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President, Member of the Board of Directors |
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“Agrocomplex Gorki-2” CJSC |
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Member of the Board of Directors |
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Cattle farm “Naroosanovsky” CJSC |
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Member of the Board of Directors |
Shareholding in the Issuer’s equity capital (excluding GDRs owned by the candidate): 17,13%
Shareholding in the Issuer’s affiliates: “Lianozovo Dairy Plant” OJSC
Share: 0.076%
9. Iakobachvili, David
Position in the issuing company: Chairman of the Board of Directors
Positions in other organizations:
|
Organization |
|
Position |
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Ufamolagroprom OJSC |
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Member of the Supervisory Board |
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Baby Food Dairy Plant OJSC |
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Member of the Board of Directors |
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Tsaritsino Dairy OJSC |
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Member of the Board of Directors |
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Ramenskoye Dairy OJSC |
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Member of the Board of Directors |
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Siberian Milk OJSC |
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Member of the Board of Directors |
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Nizhny Novgorod Dairy OJSC |
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Member of the Board of Directors |
|
Vladivostok Dairy OJSC |
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Member of the Board of Directors |
|
Kiev City Dairy No. 3 OJSC |
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Member of the Supervisory Board |
|
Bishkeksut OJSC |
|
Member of the Board of Directors |
|
Novokuibyshevskmoloko OJSC |
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Member of the Board of Directors |
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Airport Financial Services Limited |
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Director |
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Metelitsa-Club CJSC |
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Member of the Board of Directors |
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Lianozovo Dairy OJSC |
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Member of the Board of Directors |
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Gulkevichi Creamery CJSC |
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Member of the Board of Directors |
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“RusAgroProject” CJSC |
|
Member of the Board of Directors |
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“Agrocomplex Gorki-2” CJSC |
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Member of the Board of Directors |
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Cattle farm “Naroosanovsky” CJSC |
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Member of the Board of Directors |
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“Shikhan” OJSC (nonalcoholic brew plant) |
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Member of the Board of Directors |
Shareholding in the Issuer’s equity capital (excluding GDRs owned by the candidate): 8,33%
Shareholding in the Issuer’s affiliates: “Lianozovo Dairy Plant” OJSC
Share: 0.025%
10. Yasin, Evgeny Grigorievich
Position in the issuing company: Member of the Board of Directors
Positions in other organizations:
|
Organization |
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Position |
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Moscow State University – Higher School of Economics |
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Scientific Adviser |
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Severstal’ – Auto |
|
Member of the Board of Directors |
|
“Otkrytie investitsii” OJSC |
|
Member of the Board of Directors |
|
“Echo of Moscow” CJSC |
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Member of the Board of Directors |
|
“Expert Institute” non-state fund |
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President |
No shareholding in the equity capital of the Issuer or its affiliates
11. Tipton, E. Linwood
Position in the issuing company: Member of the Board of Directors
Positions in other organizations: none
No shareholding in the equity capital of the Issuer or its affiliates
12. Borisova, Olga Sergeevna
Position in the issuing company: none
Positions in other organizations:
|
Organization |
|
Position |
|
“Prosperity Capital Management Ltd.”, Moscow office |
|
Back-office specialist |
No shareholding in the equity capital of the Issuer or its affiliates
13. Branis, Alexander Markovich
Position in the issuing company: none
Positions in other organizations:
|
Organization |
|
Position |
|
“Prosperity Capital Management Ltd.”, Moscow office |
|
Director |
No shareholding in the equity capital of the Issuer or its affiliates
14. Lane, Olga Vladimirovna
Position in the issuing company: none
Positions in other organizations:
|
Organization |
|
Position |
|
“Prosperity Capital Management Ltd.”, Moscow office |
|
Specialist for unit investment trusts assets management |
No shareholding in the equity capital of the Issuer or its affiliates
15. Mazalov, Ivan Nikolaevich
Position in the issuing company: none
Positions in other organizations:
|
Organization |
|
Position |
|
“Prosperity Capital Management Ltd.”, Moscow office |
|
Director |
No shareholding in the equity capital of the Issuer or its affiliates
16. Fil’kin, Roman Alexeevich
Position in the issuing company: none
Positions in other organizations:
|
Organization |
|
Position |
|
“Prosperity Capital Management Ltd.”, Moscow office |
|
Director |
No shareholding in the equity capital of the Issuer or its affiliates
*Information on the candidates is submitted as of April 20,2006
1. Bogutskaya, Eugenia Vyacheslavovna
Position in the issuing company:
Financial and Business Analyst of the Internal Audit Service
Positions in other organizations: none
No shareholding in the equity capital of the Issuer or its affiliates
2. Kuznetsova, Elena Borisovna
Position in the issuing company:
Director of the Internal Audit Service
Positions in other organizations: none
No shareholding in the equity capital of the Issuer or its affiliates
3. Kolesnikova, Natalya Nikolaevna
Position in the issuing company:
Deputy Director of the Internal Audit Service
Positions in other organizations: none
No shareholding in the equity capital of the Issuer or its affiliates
4. Romanova, Natalya Viktorovna
Position in the issuing company:
Deputy Director of the Internal Audit Service
Positions in other organizations: none
5. Chudina, Julia Alexeevna
Position in the issuing company:
Financial and Business Analyst of the Internal Audit Service
Positions in other organizations: none
No shareholding in the equity capital of the Issuer or its affiliates
6. Vasin, Ilya Alexandrovich
Position in the issuing company:
Financial and Business Analyst of the Internal Audit Service
Positions in other organizations: none
No shareholding in the equity capital of the Issuer or its affiliates
*Information on the candidates is submitted as of April 20,2006
6. THE MAIN OUTLINE OF THE DIVIDEND POLICY.
In recommending to WBD Foods OJSC General Shareholders Meeting to take a decision on the payment of dividends and in determining at what level to declare a dividend, we considered a number of financial factors, including sustainability and capital requirements and resources of our business. We expect that our recommendations regarding the level of the annual dividend (for fiscal year 2006) would be in the range of US$ 0.50-0.60 per WBD Foods OJSC share. It is expected that the Board of Directors would recommend paying similar annual dividends in the future provided WBD Foods OJSC maintains its profitability.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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WIMM-BILL-DANN FOODS OJSC |
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By: |
/s/ Dmitry A. Anisimov |
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Name: |
Dmitry A. Anisimov |
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Title: |
Chief Financial Officer |
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Wimm-Bill-Dann Foods OJSC |
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Date: May 31, 2006