FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
August 21, 2003
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission file number: 333-14278
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WIMM-BILL-DANN FOODS OJSC |
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(Exact name of Registrant as specified in its charter) |
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Russian Federation |
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(Jurisdiction of incorporation or organization) |
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16, Yauzsky Boulevard |
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(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. 14-08 of August 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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(place for stamp) |
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QUARTERLY REPORT
of Issuer of Emissive Securities
for the second 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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Representative by power of attorney |
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dated October 1, 2002, No. 01/10 R.V. Bolotovsky |
/s/ R.V. Bolotovsky |
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(signature) |
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Chief Accountant: V. V. Haminov |
/s/ V.V. Haminov |
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(signature) |
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August 14, 2003 |
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(place for stamp) |
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Contact person: Kolesnikov Ilya Michailovich
Legal adviser
Tel.: (095) 733-9727
Fax: (095) 733-9736
E-mail: KolesnikovIM@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 licenses 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 licenses 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 license
License number: E 000547
Date of issue of license: June 25, 2002
Period of validity: June 24, 2007
Organization that issued the license: RF Ministry of Finance
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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
License:
License number:10-000-1-00255
Date of issue of license: September 13, 2002
Period of validity: not established
Organization that issued the license: 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
Depository of centralised care of Issuer’s securities:
Name: Non-commercial partnership “Natsional’nyj Depozitarnyj Tsentr” (National Depository Centre)
Place: Russia, 125009, Moscow, Srednij Kislovskij per. no.1/13, bld.4
Postal address: Russia, 125009, Moscow, Srednij Kislovskij per. no.1/13
Phone.: (095) 956-27-89; 956-27-90 Fax: -
E-mail address: no address
License:
No. of License: 177-03431-000100
Date of issue: 4.12.2000
Period of validity: not established
Entity issued License: FCSM RF
Date of activities’ start: 11.04.2003
18. Issuer’s bailee (Depository Institution).
Issuer has no bailee (Depository Institution).
19. Issuer’s participants.
Total number of participants / shareholders: 14
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: 32.18% (nominal shareholder)
Shareholders (participants) owning not less than 25 percent of the Issuer’s charter capital:
none
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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: 10.16%
19.5 Name: United Burlington Investments Limited, a private company limited by shares
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: 6.3 %
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: 6.22%
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;
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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;
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
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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.
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.
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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 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
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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
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 - 2003
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 - 2003
Organization: OJSC “Vladivostok Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
Period: 1998 - 2003
Organization: OJSC “Nizhny Novgorod Dairy”
Area of Operations: Production and sale of dairy products
Position: Member of Board of Directors
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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
Period: 2000 - 2003
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: 2000 - 2001
Organization: OJSC “East-European Insurance Agency”
Area of Operations: Insurance services
Position: Member of the Board of Directors
Period: 2001 - 2003
Organization: OJSC “Moskvoretsky Brewery”
Area of Operations: Production and sale of beer and malt
Position: Member of the Board of Directors
Period: 2001 - 2003
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
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Period: 2001 – 2003
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
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 - 2003
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: 10.16%
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
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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
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 - 2003
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
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Period: 1998 - 2003
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”
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
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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 - 2003
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 - 2003
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
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Share in the Issuer’s charter capital: 6.22%
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
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
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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”
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
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Period: 2000 - 2003
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”
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
17
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”
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
18
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
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 - 2003
Organization: OJSC “Prospect”
Area of Operations: Catering
Position: Member of Board of Directors
Period: 2000 - 2003
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
19
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”
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 - 2003
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
20
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”
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
21
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
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
22
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
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
23
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
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
24
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:
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
25
Remuneration for the Reporting Period: this information is confidential
Kuprianov, Dmitry Victorovich
Born: 1972
Positions over past 5 years:
Period: 1996 - 1997
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
26
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”
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
27
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 “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
28
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”
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%
29
Remuneration for the Reporting Period: this information is confidential
Byrdin, Maxim Olegovich
Born: 1972
Positions over past 5 years:
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
30
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
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
31
Period: 2000 - 2002
Organization: Ward Howell International ZAO
Area of Operations: Consulting services
Position: Consultant
Period: 2002 - Present
Organization: Wimm-Bill-Dann Foods OAO
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
Mikhail Vil’enovich Kondyrev
Year of birth: 1970
Posts occupied during last five years:
Period: 1998 -Present
Organisation: “OAO Lianozovskij molochnyj kombinat” - Open Joint-stock Company
Area of activities: production and selling of dairy products and milk foods
Position: Project Manager at the Strategic Development Department
Shares in Issuer’s Authorised Capital Stock: no shares
Shares in Associated Companies/ Affiliated Companies: no shares
32
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.): 9 315 175.19
Bonuses (rub.): 0
Commission (rub.): 0
Other Considerations (rub.): 0
Total (rub.): 9 315 175.19
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:
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%
33
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%
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: 5.44%
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: 70,31%
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
34
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
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 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%
35
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: 10.16%
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: 6.22%
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: 2.64%
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
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: 10.16%
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: 6.22%
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
36
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: 10.16%
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: 6.22%
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: 2.64%
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: 5.44%
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: 0.6%
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: 10.16%
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: 6.22%
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%
37
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: 10.16%
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: 6.22%
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
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: 2.64%
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: 10.16%
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: 6.22%
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%
38
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: 2.64%
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
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
39
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
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
40
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
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
41
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
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
42
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
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
43
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”
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
44
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: 0.6%
26.52 Yaroslavsky, Evgeny Lvovich
This person’s share in the Issuer’s charter capital: 2.64%
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
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
26.55 Business name: Public Corporation (OAO) “Pivzavod Volga”(Volga Brewery)
Location: Russia, 603600, Nizhnij Novgorod, ul. Vorotynskaya, no.3
Postal address: Russia, 603600, Nizhnij Novgorod, ul. Vorotynskaya, no.3
Shares of Issuer in Authorised Capital Stock of this Person: no shares
Shares of this Person in Issuer’s Authorised Capital Stock: no shares
45
26.56 Business name: Public Corporation (OAO) “Moskvorestkij pivovarennyj zavod” (Moskvoretskij Brewery)
Location: Russia, 115201, Moscow, 1-st Varshavskij proezd, no.1a
Postal address: Russia, 115201, Moscow, 1-st Varshavskij proezd, no.1a
Shares of Issuer in Authorised Capital Stock of this Person: no shares
Shares of this Person in Issuer’s Authorised Capital Stock: no shares
26.57 Business name: Close Corporation (ZAO) “Volga-Invest”
Location: Russia, 603600, Nizhnij Novgorod, ul. Vorotynskaya, no.3
Postal address: Russia, 603600, Nizhnij Novgorod, ul. Vorotynskaya, no.3
Shares of Issuer in Authorised Capital Stock of this Person: no shares
Shares of this Person in Issuer’s Authorised Capital Stock: no shares
26.58 Business name: Public Corporation (OAO) “Kombinat pivo-bezalkagol’nykh napitkov “Shikhan” (“Shikhan” Beer-Soft Drink Production Complex)
Location: Russia, 453109, Republic of Bashkortostan, Sterlitamak, ul. Novaya, no.39
Postal address: Russia, 453109, Republic of Bashkortostan, Sterlitamak, ul. Novaya, no.39
Shares of Issuer in Authorised Capital Stock of this Person: no shares
Shares of this Person in Issuer’s Authorised Capital Stock: no shares
26.59 Business name: Limited Liability Company “Trade House “CEPKO”
Location: Russia, 115201, Moscow, 1-st Varshavskij proezd, no.1a, room 206
Postal address: Russia, 115201, Moscow, 1-st Varshavskij proezd, no.1a, room 206
Shares of Issuer in Authorised Capital Stock of this Person: no shares
Shares of this Person in Issuer’s Authorised Capital Stock: no shares
26.60 Business name: Limited Liability Company “Trade House “CEPKO-DB”
Location: 690054, Russia, Vladivostok, st. Vesennyaya, ul. Shosseynaya, no.1a
Postal address: 690054, Russia, Vladivostok, st. Vesennyaya, ul. Shosseynaya, no.1a
Shares of Issuer in Authorised Capital Stock of this Person: no shares
Shares of this Person in Issuer’s Authorised Capital Stock: no shares
26.61 Business name: “Pivoindustrya Primorya” OJSC
Location: 690054, Russia, Vladivostok, st. Vesennyaya, ul. Shosseynaya, no.1a
Postal address: 690054, Russia, Vladivostok, st. Vesennyaya, ul. Shosseynaya, no.1a
Shares of Issuer in Authorised Capital Stock of this Person: no shares
Shares of this Person in Issuer’s Authorised Capital Stock: no shares
See sections 24, 25, 26
See sections 24, 25, 26
Yushvaev, Gavril Abramovich
Share: 18.8%
46
Dubinin, Mikhail Vladimirovich
Share: 10.16%
Plastinin, Sergei Arkadievich
Share: 12.16%
Orlov, Alexander Sergeevich
Share: 6.22%
Name: United Burlington Investments Limited, a private company limited by shares
Share: 6.3%
Iakobachvili, David
Share: 6.41%
Name: Deutsche Bank Limited Liability Company
Share: 32.18%
None
None
Average number of Issuer’s employees, including those working in its subsidiaries and representative offices, for the reporting period: 303
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.
47
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.
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,
48
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.
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.
49
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%.
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.
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
50
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.
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.
51
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 No2).
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, % |
|
— |
|
— |
|
— |
|
— |
|
52
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.
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 |
|
53
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.
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 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.
54
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.
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 |
|
55
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 |
|
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.
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
56
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.
20.9: Risk Factors:
In several recent years an economic growth is observed in Russia. In 2000, the growth of Gross Domestic Product was 9%, in 2001 - 5,0%, in 2002 the expected growth is about 4%. The development of the food industry is especially rapid. The increase of population’s effective demand maintains the appeal of investments in Russia food industry, making it one of most dynamically developing economic sectors. The economic crisis of 1998, which closed the Russian market for import of foodstuff, however allowed to Russian companies to grow high and this made impossible the resumption of the same volumes of the delivery of foreign foodstuff, even if one takes into consideration a constant increase of the real
57
rate of the Russian rouble. Presently, an average part of food imported into RF forms about 3% of the common consumption. By experts’ view, today the food sector is one most rapidly developing branches of the Russian economy. Networks of supermarkets prefer to lay in a stock Russian goods since they have lower prices and do not loose against their western analogues by the quality (and are even more attractive in some cases) . The creation of large holding companies with widely developed commercial networks and large production capacities and facilities in various regions is vitally important for food companies whose products cannot be transported for large distances and transport expenses often compose an essential part of the costs.
However, nobody can ensure that the last trends observed in the Russian economy, e.g., the increment of the Gross Domestic Product, relative stability of the rouble, and an insignificant inflation, will continue and that no sharp changes will take place in future. The oil and gas price fluctuations, strengthening of the real rouble rate with respect to US dollar, and consequences of a certain relaxation in the monetary politics may reflect adversely on the state of the Russian economy, the development of the food industry, and the future Issuer’s activities.
For a growth of the food industry the developed infrastructure is of large importance. The infrastructure objects of Russia, basically, were created in Soviet time and did not receive significant investments during the last decade. The infrastructure objects of railroads and transport roads, objects of power supply, communications, and housing stock infrastructure objects are in the most complicated state and situation. Federal Government carries out active work on reorganisation of the system of railroad, electric power, and telephone communications of the country. Any reorganisation of that kind may result in growth of tariff level on railroad transportation, electric power, and telephone services in combination with an impossibility to receive the expected income as concerns the investments necessary for carrying out repairs, technical maintenance, and modernisation of such systems. The ill-being of the Russian infrastructure objects deteriorates the country economy, results in stoppage in delivery of goods and services, an increase of expenses related to business activities in Russia. A deterioration of the situation in the industry and situation of the Issuer in the industry can be a result of:
1) lowering effective demand of the population with respect to the products of WBD Group in view of deterioration of the financial and economic situation of population in the regions, consumers of food industry products produced by the WBD Group;
2) possible deterioration of the fulfilment of the Budget of Russian Federation due to large volume of payments implied by the external debt of Russia in 2003 and decrease of incomes of workers of budget sphere;
3) growth of the business competition in the industry.
By Issuer’s estimates, industrial risks are minimal for WBD Group companies. In the production of milk products and juices Wimm-Bill-Dann- Group is the leader of industry, controlling significant parts of market. To minimise the industry risks, Wimm-Bill-Dann Group acts as follows:
1) orientation to diversification of production;
2) long-term programs of production;
3) development of programs for lowering expenses related to production, active investment politics as concerns the technical and technological rearrangement of manufacturing capabilities and production basis in order to augment the competitive abilities and capacities of group companies.
As a tax-payer, Issuer has been registered in Moscow. Taking into account that the group
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of companies controlled and served by Issuer acts on significant part of the territory of Russia, some CIS countries and abroad, the influence of one separate region upon the activities of Issuer and the whole WBD Group is minimal. Deterioration of production activities of WBD Group can take place only in view of a general deterioration of the economic situation in entire Russia, which can be considered as a rare event. In this case, the reduction of incomes due to Russian enterprises can be counter-balanced by incomes from abroad enterprises. This will not essential change the fulfilment of obligations related to Notes.
Issuer is characterised by high level of credit quality and low level of credit risk. During 2001 and 9 months of 2002, the part of debt capital with respect to proper capital and reserves reduced from 3.44% to 0.07%. The creditworthiness of Issuer is ensured by high values of supplementary capital and also by the amount of the net wealth. Within 9 months of 2002 an almost 9 times increase of net wealth of Issuer took place with respect to 2001, the authorised capital stock risen from 700 million roubles up to 880 million roubles. Thus, Issuer improved significantly its financial situation.
Demand for dairy and juice products, as well as bottled water, depends primarily on demographic factors and consumer preferences as well as factors relating to discretionary consumer spending, including the general condition of the economy and general levels of consumer confidence. The willingness of consumers to purchase branded food and beverage products depends in part on local economic conditions. In periods of economic uncertainty, consumers tend to purchase more economy brands and, to the extent that our business strategy depends on the expansion of the sales of premium brands, our results of operations could suffer. Reduced consumption of our products in any of our key markets could reduce our turnover and profitability.
Our expansion strategy depends on funding growth in additional markets with cash flow generated in our existing markets, on our ability to identify attractive opportunities in markets that will grow and on our ability to manage the operations of acquired or newly established businesses. Should growth decline in our existing markets, not increase as anticipated in markets in which we have recently acquired or established businesses, or not increase in markets into which we subsequently expand, our geographic expansion strategy may not be successful and our business and profitability may suffer.
Our strategy depends on us being a large manufacturer in the dairy and juice sectors so that we can benefit from economies of scale, better satisfy customer needs and compete effectively against other producers. Our growth will suffer if we are unable to implement our acquisition strategy, whether because we fail to identify suitable targets, outbid competing bidders or finance acquisitions on acceptable terms or for any other reason. Furthermore, any acquisitions or similar arrangements may harm our business if we are unsuccessful in integration process or fail to achieve the synergies and savings we expect.
Our business expansion strategy contemplates our entry into new product categories, development of new products and marketing new brands in existing product lines. This strategy is designed to increase our market share and revenues by increasing consumer demand in our existing markets and entering into new market segments. The success of this strategy depends, in part, on our ability to anticipate the tastes and dietary habits of consumers and to offer products that appeal to their preferences. Our failure to anticipate,
59
identify or react to changes in consumer preferences could negatively affect our expansion strategy.
Our success depends in part on our continued ability to be an efficient producer in a highly competitive industry. If we cannot continue to control costs through productivity gains or by eliminating redundant costs resulting from acquisitions, our results of operations will suffer. In particular, price increases and shortages of packaging and raw materials could adversely affect our results of operations. For example, our results of operations may be affected by the availability and pricing of packaging materials, principally cardboard and plastic containers, and raw materials, principally raw milk and juice concentrate. We are substantially dependent upon a single supplier of packaging materials, which may make us more vulnerable to changes in global supply and demand and their effect on price and availability of these materials. Additionally, weather conditions and other factors beyond our control significantly influence the price and availability of our raw materials. Moreover, a number of our raw materials, such as juice concentrate and sugar are international commodities and are subject to international price fluctuations. While the prices of these materials have historically not been subject to significant volatility, a substantial increase in the prices of these materials, which we may not be able to pass on to customers through price increases, or a protracted interruption in supply, could have a material adverse effect on our financial situation.
The food industry’s growth potential is constrained by population growth, which has been falling in Russia. Our success depends in part on our ability to expand our business faster than populations are growing in the markets that we serve, or notwithstanding declines in the populations in those markets. One way to achieve that growth is to enhance our portfolio by adding products and greater production capacity in faster growing and more profitable categories. If we do not succeed in making these enhancements, our results of operations will suffer.
In 2002, the Moscow city government purchased approximately 62% of the baby food products we produced in Moscow at a discount of 1% from the market price of these products, and the proceeds of the baby food products sold to the Moscow city government made up 50% of the total proceeds of the Moscow Baby Food Plant. We supply these products to the Moscow city government pursuant to a tender held on a yearly basis. In the event that we were to lose a tender, or the Moscow city government were to reduce significantly the prices or the amount of products it purchases from our baby food business, and we were unable to find alternative purchasers, then our revenues from this business could be substantially reduced
We sell our products either directly to retailers, including supermarkets, grocery shops and restaurants, or to wholesalers for resale to retail outlets. We expect sales to independent retailers and wholesalers to continue to represent a significant portion of our revenues. Our operations and distribution costs could be affected by the increasing consolidation of these entities, particularly as these customers become more sophisticated and attempt to force lower pricing and increased promotional programs. For example, in the spring of 2001, several Russian supermarket chains formed a loose alliance which publicly announced its intention not to purchase our products Although these supermarket chains now purchase our products , there can be no assurance that they will continue to do so or that other supermarket chains will not attempt a similar consolidation of market power. This
60
alliance also intends to seek price discounts from manufacturers. Additionally, a number of large Western retailers, such as the Turkish retailer Ramenka, the German retailer Metro and the French retailer Auchan, have already opened stores in the Moscow region, and we expect that these retailers will increase price competition.
We also compete with other brands for shelf space in retail stores and marketing focus by our independent wholesalers and retailers, and our independent wholesalers and retailers offer other products, sometimes including their own brands, that compete directly with our products. If independent wholesalers and retailers give higher priority to other brands, purchase less of, or even refuse to buy, our products, seek substantial discounts, or devote inadequate promotional support to our brands, it could materially and adversely affect our turnover, reduce our competitiveness, and our profitability.
In exporting our products to a country, we attempt to meet the standards and requirements of applicable legislation governing the import of food products into such country. Independent distributors have, in some cases, attempted to export our products to other countries that did not meet the requirements of applicable legislation.
For instance, one of our independent dairy distributors exported our Darling Mila milk to the United States in January 2003. This milk was subsequently recalled from stores in February 2003 when food inspectors discovered that the milk contained sulfonamide. Whereas Russian legislation permits limited amounts of sulfonamide in milk, the United States does not. The recall, which was publicized in the Russian press, and any similar events that may occur in the future could negatively impact our reputation in the Russian Federation and CIS and abroad, and adversely affect our results of operations.
We do not carry full insurance for our facilities for risks commonly insured against in other countries. In the event that a major event were to affect one of our facilities, we could experience substantial property loss and significant disruptions in our production capacity. For example, if substantial production capacity were lost at Lianozovo Dairy Plant, which is our primary production facility, we would not be able to replace a substantial portion of this capacity with capacity from our other plants, potentially resulting in the interruption of the production of a number of our products. Additionally, depending on the severity of the property damage, we may not be able to rebuild in a timely manner or at all. We do not maintain separate funds or otherwise set aside reserves for these types of events
Given the importance of brand recognition to our business, we have invested considerable effort in protecting our portfolio of intellectual property rights, including trademark registration. However, we cannot be certain that the steps we have taken will be sufficient or that third parties will not infringe or misappropriate our proprietary rights. Moreover, Russia and the other countries of the CIS in which we operate generally offer less intellectual property protection than Europe or North America. If we are unable to protect our proprietary rights against infringement or misappropriation, it could materially harm our future financial results and our ability to develop our business.
Our operations and properties are subject to regulation by various government entities and agencies. As a producer of food products, our operations are subject to production, packaging, quality, labeling and distribution standards. The operations of our production and distribution facilities are also subject to various environmental laws and workplace regulations. We believe that our current legal and environmental compliance programs adequately address these concerns and that we are in substantial compliance with
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applicable laws and regulations. However, compliance with, or any violation of, current and future laws or regulations could require material expenditures by us or otherwise adversely effect our business or financial results.
Additionally, under relevant Russian legislation, Russian regulatory agencies can impose various sanctions for violations of environmental standards. These sanctions include may civil and administrative penalties applicable to a company and criminal penalties applicable to its officers. Also, in the course, or as a result, of an environmental investigation, regulatory authorities can issue an order halting part or all of the production at a plant which has violated environmental standards. We have been, at various times, subject to administrative sanctions for the failure to comply with environmental regulations relating to effluent discharge and to minor administrative sanctions for other violations. In the event that production at one of our facilities was partially or wholly prevented due to this type of sanction, our production capability would suffer significantly and our operating results would suffer.
Rendered by investment funds only.
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.
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%
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
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.
None
Placing complete, no obligations.
No court proceedings in the 2nd quarter of 2003
No issuer inspections.
Date of fact (event, action): 1.04.2003
Code: 1306005A01042003
Place where Protocol was drawn up: Moscow, Russia
Date when Protocol was drawn up: April “01” 2003.
Form of meeting: decision voted by absentee ballots (polling).
Quantitative composition of Committee of Directors of Public Corporation “Wimm-Bill-Dann Foods ” (further OAO“WBD F” or “Society”) is 11 (eleven) persons.
Participated in voting11 (evleven) members of Committee of Directors:
Guy de Selliers, M.V. Dubinin, A.S. Orlov, S.A. Plastinin, V.A. Tutel’yan, V.N. Shcherbak, D. Yakobashvili, Ye.G. Yasin, E. Lingwood Tipton, Michael O’Nil, J. B. Mark Mobius. Quorum takes place.
QUESTIONS FOR VOTING AND VOTING RESULTS:
1. The first question of the agenda: Determination of conditions and order to realising by shareholders of their right to sell to Society their shares and communication to shareholders concerning such a right. Price and order to selling.
1.1. With the goal to defend additionally the rights of shareholders, it is assumed to the following: if the general meeting of shareholders of OAO “Wimm-Bill-Dann Foods” will
63
vote pro the decision on approval of large deed, the shareholder possessing voting shares and voted against such a large deed or not participated in the voting of this question has the right to require that OAO “Wimm-Bill-Dann Foods” purchase all or a part of his shares.
1.2. The price of preferred ordinary individual shares of OAO “Wimm-Bill-Dann Foods” for acquiring from shareholders of OAO “Wimm-Bill-Dann Foods” in correspondence with Article 75 of Federal Law “On Joint-stock Companies” is 508 roubles and 68 for one preferred ordinary individual share of OAO “Wimm-Bill-Dann Foods” on the basis of report of independent assessor based on the report of independent assessor ZAO”Professional’nij Tsentr Otsenki i Ekspertiz” reference no. I-030320-B000/1 dated 20.03.2003.
1.3. In correspondence with Article 76 of Federal Law “On Joint-stock Companies” the following order of purchase of shares from shareholders of OAO “Wimm-Bill-Dann Foods” is approved:
(1) In case of the general meeting of shareholders of OAO “Wimm-Bill-Dann Foods” will approve the decision of approval of large deed, the shareholder of voting shares voted “CONTRA” large deed or not participated in voting on this question has right to require that OAO “Wimm-Bill-Dann Foods” purchase all or a part of his shares;
(2) A written application for payment of a shareholder about purchase of shares of OAO “Wimm-Bill-Dann Foods” (with mandatory indication of complete name (business name), passport data (registry data), place (location), phone no. of the shareholder, and the quantity of shares which are required to be purchased) has to be sent by a registered letter to the address: Russia, 109028,
Moscow, Yauzskij bulvar, no.16/15, room 306;
(3) The application of a shareholder of OAO “Wimm-Bill-Dann Foods” about requirement to purchase his shares must be asserted (must arrive at the above address) no later than 45 days from the date of respective decision by special general meeting of shareholders of OAO “Wimm-Bill-Dann Foods”;
(4) To the shareholders of OAO “Wimm-Bill-Dann Foods” presented the written application a filled set of documents will be sent by mail, which are necessary to register the purchased shares to the account of OAO “Wimm-Bill-Dann Foods” and detailed instruction how to fill in the documents and choose the way to receive funds for sold shares (either to a bank account or by postal money order).
(5) After the end of the period of presentation of notices to purchase the shares, the OAO “Wimm-Bill-Dann Foods” within 30 days shall purchase the shares from shareholders claimed the notice of purchase. After receipt by OAO “Wimm-Bill-Dann Foods” of the properly filled documents necessary for registration of shares to be purchased to the account of OAO “Wimm-Bill-Dann Foods” and new registration of such shares on the account of OAO “Wimm-Bill-Dann Foods”, the payment for the shares purchased will be effected;
(6) In case if the sum of all shares with respect to which the shareholders of OAO “Wimm-Bill-Dann Foods” required the purchase will exceed 10 per sent of the amount of net wealth at the date of decision on approval of large deed, the shares will be purchased from shareholders proportionally to the applied quantities with the use of mathematical rules of round-up;
(7) OAO “Wimm-Bill-Dann Foods” will inform about the date of payment of respective mounts to respective shareholders by addresses indicated in their applications on purchase.
1.4. The information about the right of shareholders to require that their shares be purchased, the price of purchase, and the order of purchase will be included into written
64
notice directed to shareholders along with ballots for voting on special general shareholders meeting;
1.5. The information about the right of shareholders to require that their shares be purchased, the price of purchase, the order of purchase, and contact phone no. to obtain additional information will be included into the text of the announcement in mass-media (The Wall Street Journal) about the special general shareholders meeting.
Votes’ distribution: “PRO” - 10 (ten) votes; “CONTRA” - 1 (one) vote (V.N. Shcherbak); “BAST.” - no votes. Decision approved by majority in the above formulation.
2. The second question of the agenda: Determination of the list of information (materials) presented to shareholders during preparations to special general shareholders meeting.
2.1. The following information (materials) will be presented to shareholders during preparations to the special general shareholders meeting, decision about which was approved by Committee of Directors of Society (Protocol no. 11-03 dated March, 11, 2003):
• description of large deed to be considered on the general shareholders meeting, including its essential conditions;
• a copy of report of independent assessor about the marker value of Society;
• calculation of amount of the net wealth of Society by bookkeeping records for last accounting period;
• copies of extractions from protocols of meetings of Committee of Directors of Society, where the decision on the summon of general shareholders meeting for consideration of the questions on approval of a large deed, on granting the right to require purchase, and on determination of the price of purchase of Society shares were adopted with the price of share indicated;
• the project of decision of the general shareholders meeting.
Votes’ distribution: “PRO” - 11 (eleven) votes; “CONTRA” - no votes; “ABST.” - no votes. The decision adopted unanimously as has been formulated above.
3. The third question of the agenda: Assertion of the new text of announcement on special general Society shareholders meeting.
3.1. With the goal to advise the Society shareholders on general shareholders meeting whose agenda includes the question on approval of a large deed and what on which may give rise to the right of purchase by Society of shares, the following new text of announcement of special general Society shareholders meeting is adopted which completely replaces the text of the announcement approved by Committee of Directors of Society (protocol no 11-03 dated March, 11, 2003).
Votes’ distribution: “PRO” - 11 (eleven) votes; “CONTRA” - no votes; “ABST.” - no votes. Decision approved unanimously as has been formulated above.
4. The fourth question of the agenda: On mission to agree the final projects of agreements and sign agreements representing the large deed.
4.1. Entrust the Chairman of Board of Society, S.A. Plastinin, and Principal Financial Director of Society V.V. Preobrazhenskij, in case of approval of the decision on large deed on the special general Society shareholders meeting, to co-ordinate the large deed (Load Agreement, Subscription Agreement, Indemnity Payment Agreement) and other documents related to the large deed.
4.2. Entrust the Chairman of Board of Society, S.A. Pliastinin, and the Principal
65
Accountant of Society, Ye. Laryushkina, in case of approval on the special general Society shareholders meeting of the decision on large deed to sign the agreements composing the large deed (Loan Agreement, Subscription Agreement and Indemnity Payment Agreements) and other documents related to the large deed.
Votes’ distribution: “PRO” - 11 (eleven) votes; “CONTRA” - no votes; “ABST.” - no votes. Decision approved unanimously as has been formulated above.
5. Fifth question of the agenda: Approval of new edition of ballots for voting on the special general Society shareholders meeting .
5.1. Approve the new edition (form and text) of ballots for voting on the special general Society shareholders meeting, which completely replaces the edition (form and text) of ballots approved by Committee of Directors (protocol no. 11-03 dated March, 11, 2003).
Votes’ distribution: “PRO” - 11 (eleven) votes; “CONTRA” - no votes; “ABST.” - no votes. Decision approved unanimously as has been formulated above.
|
Representative by voting trust certificate dated 01.10.2002 current issue 01/10 |
|
R.V. Bolotovsky |
Date of the fact (event, action): 25.04.2003
Code: 1306005A25042003
Place of Protocol draw up: Moscow.
The form of meeting: joint presence.
Date of the meeting: April, “24”, 2003.
Date of Protocol draw up: April, “25”, 200.
PRESENCE ON THE MEETING:
Members of Committee of Directors: Guy de Selliers, M.V. Dubinin, A.S. Orlov, S.A. Plastinin, V.A. Tutel’yan, V.N. Shcherbak, D. Yakobashvili, Ye.G. Yasin, E. Linwood Tipton, Michael O’Nil, J. B. Mark Mobius. Quantitative composition of Committee of Directors of Public Corporation “Wimm-Bill-Dann Foods” (further OAO“WBD F” or “Society”) is 11 (eleven) persons. All 11 (eleven) members of Committee of Directors are present. Meeting is authorised. Chairman of the meeting D. Yakobashvili (by status).
QUESTIONS FOR VOTING AND RESULTS OF VOTING:
10. Tenth question of the agenda: Summon of annual general shareholders meeting (approval of date and agenda, place of meeting, date of shareholders list, form and text of ballots, text of announcements on summon of meeting, on candidates to Committee of Directors, Auditing Commission, and Returning Board).
10.1. Summon by the initiative of Committee of Directors of Society annual general Society shareholders meeting (further Meeting).
10.2. Include by the initiative of Committee of Directors of Society into the of annual general shareholders meeting of Society following questions:
1. Election of members of Returning Board of Society.
2. Alterations and amendments to Statute of Society.
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3. Approval of Standing Order “On Committee of Directors of Society” in new edition.
4. On approval of deed in which interests are present.
10.3. Approve the agenda of the annual general shareholders meeting of Society:
1. Election of members of Returning Board;
2. Approval of Annual Report, Annual Books, including Incomes, including payment of (announcement) of interests, and Expenses Statement of Society by the results of the financial year.
3. Approval of the Auditor of Society for 2003.
4. Alterations and amendments to Statute of Society.
5. Approval of Standing Order “On Committee of Directors of Society” in new edition.
6. Election of members of Committee of Directors of Society .
7. Election of members of Auditing Commission of Society.
8. Approval of deeds in which interests are present.
10.4. Include by the initiative of Committee of Directors of Society OAO“WBD F” into the list of candidates for voting on the annual shareholders meeting of OAO“WBD F” for election into Returning Board the following candidates: Ye.S. Solnsteva., I.A. Tyusina, I.A. Gromova, N.Yu. Nosova, I.M. Kolesnikov.
10.5. Include by the initiative of Committee of Directors of Society OAO“WBD F” into the list of candidates for voting on the annual general shareholders meeting of Society OAO“WBD F” for election to Committee of Directors the following candidates: Guy de Selliers, M.V. Dubinin , Michael O’Nil, A.S. Orlov , S.A. Plastinin, V.A. Tuteliyan, V.N. Shcherbak, D. Yakobashvili, E.G. Yasin, E. Linwood Tipton, G.B. Mark Mobius.
10.6. Include by the initiative of Committee of Directors of Society OAO“WBD F” into the list of candidates for voting on the annual general shareholders meeting of Society OAO”WBD F” for election to Auditing Commission the following candidates: I.N. Bocharova, E.V. Gorshechnikova, E.B. Kuznetsova, N.N. Kolesnikova, M.A. Naumova, N.V. Romanova, E.V. Smirnova.
10.7. Nominate the Presidium of the annual general shareholders meeting of OAO”WBD F” as given in the following list: Chairman of general shareholders meeting: David Yakobashvili, Secretary: Aleksandr Alekseyevich Kirichenko
10.8. Approve the following conditions and order of the annual general shareholders meeting of Society:
1. Date of meeting: June, “18”, 2003;
2. Time of meeting: registration starts 10.00 a.m.; meeting starts 11.15 a.m. by Moscow Time.
3. Place of meeting: Russian Federation, Moscow, Yauzskij bulvar, no. 16/15, room 306.
4. Form of meeting: the meeting (mutual presence of shareholders).
10.9. Approve the date of drawing up the list of persons with right to participate in the annual general Society shareholders meeting: April, “30”, 2003, (end of register holder working day), the registry of shareholders (representatives of shareholders) for participation in the annual general shareholders meeting of Society is carried out June,“18”, 2003, at 10.00 by address: Russian Federation, Moscow, Yauzskij bulvar, no. 16/15, room 306.
For the registration a person must present a document identifying his/her person, and also qualifying documents: warranty of authority and/or other documents as required by
67
Russian Law.
10.10. Approve forms and texts of ballots for voting on the annual general shareholders meeting of Society OAO“WBD F”.
10.11. Approve the text of announcement on summon of the annual general Society shareholders meeting.
10.12. Determine the following order of announcement on the annual general Society shareholders meeting: send it not later than 20 (twenty) days prior to the date of Meeting send to every person indicated in the list of persons possessing the right to participate in Meeting by registered letter or entrust personally with signature and also publish the announcement of meeting in the newspaper “Wall street journal” (New York, U.S.A.).
10.13. Approve the list of information (materials) presented to shareholders during preparations of annual general shareholders meeting and the order of advising:
1. Information about candidates to Returning Board.
2. Information about candidates to Committee of Directors of Society .
3. Information about candidates to Auditing Commission.
4. Materials related to questions included into agenda of the meeting.
From the moment of publication in the newspaper “Wall street journal” (New York, U.S.A.) of the announcement of Meeting the society shareholders may be acquainted with materials subject to be presented to shareholders of Society and receive copies of materials to be represented to shareholders in preparations to Meeting by the address: Russian Federation, Moscow, Yauzsky av., 16/15, working days, since 09.00 to 16.00 Moscow Time. Written rekarks and suggestions concerning the agenda can be directed by shareholders to: Russian Federation, Moscow, Yauzsky av., 16/15 , OAO“WBD F”.
Votes’ distribution: “PRO” - 10 (ten) members of Committee of Directors; “CONTRA” - no votes; “ABST.” - no votes. Ye.G. Yasin did not participate in voting. Decision approved unanimously as has been formulated above.
12. The twelfth question of the agenda: Change in the Board of Society of OAO“WBD F”
By recommendation of the Chairman of Board of Society - A.S. Plastinin:
12.1. The quantity of members of Board of Society of OAO”WBD F” is defined as 8 (eight) persons.
12.2. Nominate since April, “25”, 2003, as a member of Board of Society OAO“WBD F” for the period of three years Mikhail Vil’yenobich Kondyrev.
12.3. Determine the following final list of members of Board of Society OAO“WBD F” with regard for all nominations made earlier:
1) Chairman of Board of Society - Sergej Arkad’evich Plastinin, Members of Board of Society -
2) Maksim Olegovich Byrdin,
3) Dmitrij Sergeyevich Kolokatov,
4) Leonid Andreyevich Kompaniets,
5) Michail Vil’enovich Kondyrev,
6) Dmitrij Viktorovich Kupriyanov,
7) Vladimir Vladimirovich Preobrazhenskii,
8) Pavel Andreyevich Smirnov.
68
Votes’ distribution: “PRO” - 9 (nine) members of Committee of Directors; “CONTRA” - no votes; “ABST.” - 1 (one) member of Committee of Directors (A.S. Orlov). Ye.G. Yasin did not participate in voting. Decision approved by majority as has been formulated above.
15. The fifteenth questions of the agenda (any other business):
Approval of Statement of emission of shares of Public Corporation “Wimm-Bill-Dann Foods”, distributed by the Decision of Committee of Directors of Public Corporation “Wimm-Bill-Dann Foods” on distribution of % inconvertible obligations payable to bearer of series 01 of Public Corporation “Wimm-Bill-Dann Foods”.
15.1. In view of termination of distribution of % inconvertible obligations payable to bearer of series 01 of Public Corporation “Wimm-Bill-Dann Foods” with mandatory centralised depository, approve “Statement on results of emission of documentary% inconvertible obligations payable to bearer of series 01” of the Public Corporation “Wimm-Bill-Dann Foods” - Appendix no. 3.
Votes’ distribution: “PRO” - 10 (ten) members of Committee of Directors; “CONTRA” - no votes; “ABST.” - no votes. Ye.G. Yasin did not participate in voting. Decision approved unanimously as has been formulated above.
|
Representative by
voting trust certificate |
R.V. Bolotovsky |
Date of the fact (event, action): 30.04.2003
Code: 0206005A30042003
Mikhail Vladimirovich Dubinin
position: member of Committee of Directors of Society
part in Issuer’s Authorised Capital Stock before change: 12.1623%
part in Issuer’s Authorised Capital Stock after change: 10.1623%
date of the change of the part in Authorised Capital Stock: 30.04.2003
Aleksandr Sergeyevich Orlov
position: member of Committee of Directors of Society
part in Issuer’s Authorised Capital Stock before change: 6.8733%
part in Issuer’s Authorised Capital Stock after change: 6.2234%
date of the change of the part in Authorised Capital Stock: 30.04.2003
|
Representative by
voting trust certificate |
R.V. Bolotovsky |
Date of the fact (event, action): 25.04.2003
Code: 1206005A25042003
Form of general meeting:
special meeting.
Form of general meeting: absentee ballot.
Date of general meeting: April, 24, 2003.
69
Date of drawing up protocol: April, 25, 2003.
QUESTIONS FOR VOTING AND RESULTS OF VOTING:
1. The first question of the agenda: On approval of large deed.
1.1. In order to fulfil the requirements of Federal Law “On Joint-stock Companies” as concerns large deed, approve the large deed consisting of the following mutually related deeds:
1. Loan Agreement between Society and the Bank UBS Luxembourg S.A. (or any other bank nominated by the Bank UBS Luxembourg S.A. as agreed with Society) (further, Lending Bank), by which (a) Lending Bank guarantees to loan to Society a loan of the sum of incomes of distribution of obligations (further Obligations) which is realised by Lending Bank on the basis of Subscription Agreement mentioned in item 2 in what follows while Society guarantees to pay % rate interests by the loan not lower and Society undertakes to pay principal amount of loan and Society guarantees to pay in time % rates of credit and pay the principal sum of credit in established period or earlier if this will be required in accordance with the provisions of Loan Agreement; it is assumed that the above payments and indemnities must be realised as provided in statement of payment of principal amount and interests, which are contained in conditions of Obligations; (b) Society ensures to provide some other payments by provisions of Loan Agreement; and (c) Society gives presentations, warranties and undertakings as concerns indemnifying related to and obligations concerning indemnifying to ensure deeds provided in the Loan Agreement. The sum of loan given by Lending Bank by the Loan Agreement is from 100 (one hundred) millions of USD to 250 (two hundred and fifty) millions USD, depending on the market situation at the moment of distribution of Obligations. Per cent rate is determined in proper way by authorised representatives of Society, including Chairman of Board or/and Principal Financial Director of Society on the basis of consultations with the Bank UBS AG or its affiliated persons, staring with conditions on international capital markets for Russian borrowers with similar credit rating at the moment of distribution of Obligations. The period of loan by Loan Agreement is no longer than 5 (five) years.
2. The Subscription Agreement signed by Society and Lending Bank, Bank UBS AG or a nominated person, and Managers (or Affiliated Companies of such Managers) (UBS AG and Managers further are written as “Underwriter Banks”), following which (a) the Lending Bank acting as Issuer guarantees to issue and sell the obligations of nominal amount equal to the sum of Loan by the Loan Agreement, and the Banks-Underwriters acting as First Buyers guarantee to subscribe to the obligations pay for them (or provide such subscription and payment) under certain preliminary conditions contained in Subscription Agreement, and (b) Society guarantees certain representations, warranties and undertakes to indemnify as concerns such deeds and undertake ensure the deeds provided by the Subscription Agreement.
3. The Agreement on payment of indemnity is signed between Society and the Trustee Manager; following this Agreement, Society (a) guarantees to indemnify to Trustee Manager (which is nominated by the UBS AG bank or any other bank entering to UBS Warburg Group) certain expenses and costs by Trustee Manager which are related or can be related to the deed agreed by Indemnity Payments Agreement; and (b) undertakes some other obligations with respect to Trustee Manager provided by Indemnity Payments Agreement.
70
4. Indemnity Payments Agreement signed between Society and Paying Agent: following this agreement, Society (a) guarantees indemnify the Paying Agent (nominated by UBS AG or any other bank of UBS Warburg Group) certain expenses and costs incurred by Paying Agent, which are related to or can be related to Indemnity Payments Agreement ; and (b) undertakes some other obligations in favour of Paying Agent, which follow are implied by the Indemnity Payments Agreement .
9 ballots were collected by the agenda issue with total quantity of votes 30 969 049, which is 70,38% of the total quantity of shares voting on this issue. Quorum takes place. Voting results: “PRO” - 30 969 049 votes (100% of votes participated in voting), “CONTRA” - no votes, “ABST.” - no votes. Decision voted unanimously “PRO” in the formulation suggested.
|
Representative by
voting trust certificate |
R.V. Bolotovsky |
Date of the fact (event, action): 14.05.2003
Code: 1306005A14052003
The form of meeting: adoption of decisions by absentee ballots (questionnaires).
Place of protocol: Moscow
Date of drawing up protocol: May, “14”, 2003.
Composition of the Committee of Directors of Public Corporation “Wimm-Bill-Dann Foods” (further - OAO“WBD F” or “Society”) - 11 (eleven) persons.
Participated in voting 8 (eight) members of Committee of Directors of Society: Guy de Selliers, M.V. Dubinin, V.A. Tuteliyan, V.N. Shcherbak, D. Yakobashvili, E.G. Yasin, E. Linwood Tipton, G.B. Mark Mobius. Quorum takes place.
QUESTIONS FOR VOTING AND RESULTS OF VOTING:
The first question of the agenda: Approval of deeds with respect to which interests are present.
1.1. To fulfil the formal requirements of Federal Law “on Joint-stock Companies” as concerns deeds with respect to which potential interests are present and in view of absence of real conflict of interests, approve the following deeds:
1. OAO“WBD F” (Licensor) grants to ZAO “Gulchevichskij maslozavod” (Licensee) for the period of agreement validity for paid by Licensee to Licensor indemnity the licence on territory of RF for use of the following trademarks for goods and services mentioned in the agreement:
233115 - VESYOLYJ MOLOCHNIK (FUNNY MILKMAN) (combined)
Indemnity is paid every month and determined as follows:
from (0.01% to 10%) of general cost of goods realised by the Licensee with mentioned trademarks plus VAT 20%, but not lesser than 120 roubles including VAT (20%). Total cost of good delivered is determined without VAT.
2. OAO“WBD F” (Licensor) grants to OAO “Molochnyj kombinat”, Timashevsk (Licensee) for the period of agreement validity for paid by Licensee to Licensor indemnity the exclusive licence on territory of RF for use of the following trademarks for goods and
71
services with the right to issue sublicense:
226425 - Frugurt (apricot-mango)
227683 - Frugurt (whortleberry)
227684 - Frugurt (raspberry)
227072 - Chudo Tvorozhok (pear)
233115 - Vesyolyj molochnik (combined)
Indemnity is paid every month and determined as follows:
from (0.01% to 10%) of general cost of goods realised by the Licensee with mentioned trademarks plus VAT 20%, but not lesser than 120 roubles including VAT (20%). Total cost of good delivered is determined without VAT.
3. In view of change of som exchange rate with respect to USD, the amount of deed approved earlier (up to 1 000 000 USD) by general shareholders meeting of OAO“WBD F” (Protocol no. 31-05 dated May, 31, 2002) by acquisition of ordinary shares of OAO “Bishkeksut”suplementary emission (emission No KG0104007818 dated December, 25, 2002) up to the sum equivalent to 45 078 619,60 soms (the sum of deed in which 1 share costs 38,645 soms). The beneficiary is OAO“WBD F” ;
From the members of Committee of Directors of Society, which participated in voting, in definition of the results only the votes of the following members of Committee of Directors are taken into account, which have no interests in these deeds: Guy de Selliers, V.N. Shcherbak, E. Linwood Tipton, G.B. Mark Mobius, V.A. Tuteliyan, E.G. Yasin.
Votes’ distribution: “PRO” - 6 (six) votes; “CONTRA” - no votes; “ABST.” - no votes. Decision was approved unanimously as has been formulated above.
|
Representative by
voting trust certificate |
R.V. Bolotovsky |
Date of the fact (event, action): 25.04.2003
Code: 1506005A25042003
The date of approval by the Committee of Directors of Society OAO “Wimm-Bill-Dann Foods” of the decision (date of protocol) on the date of the list of placement owners: April, 25, 2003.
Date of drawing up the list of personal placement owners of OAO “Wimm-Bill-Dann Foods”, which have the right to participate in general shareholders meeting: April, 30, 2003.
|
Representative by
voting trust certificate |
R.V. Bolotovsky |
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
72
“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.
Not submitted for the current reporting period
Date of the fact (facts): 30.06.2003
Description: Intangible assets have grown (the number of registered trademarks increased, fixed assets were acquired (equipment), additional shares of OAO Lianozovo Dairy Plant, OAO Vladivostokskij Dairy Plant, AO Bishkeksut, OAO Nizhegorodskij Dairy Plant were acquired, the sum of loans to affiliated companies increased.
Absolute increase of active assets at the end of current quarter compared with the preceding quarter: 5 975 431 thousand roubles
Value of the Issuer’s assets at the last day of the quarter preceding the reporting quarter: 6 362 197 thousand rubles
Value of the Issuer’s assets at the last day of the reporting quarter: 12 337 628 thousand rubles
Date of the fact (facts): 30.06.2003
Description: Increase of expenses related to reception of loan by loan agreement with UBS Luxembourg S.A., and also expenses related to the procedure of emission and distribution of documentary % shares by bearer of series 01.
Absolute change of incomes (expenses) for accounting quarter compared with incomes (expense) of Issuer for the quarter preceding the accounting quarter: 116 805 thousand roubles
Issuer’s profits (losses) in the quarter preceding the reporting quarter: 68 921 thousand rubles
Issuer’s profits (losses) in the reporting quarter: -(47 884) thousand rubles
73
None
50.1 Date of deed: 14.05.2003
Subject of deed: Loan agreement with Issuer and UBS Luxembourg S.A. by which Issuer received from UBS Luxembourg S.A. loan equivalent to 150 000 000 USD.
Total amount (value) of funds obtained (spent) by Issuer by the deed: 4 595 238 thousand roubles.
Part in active assets of issuer of the amount (value) of finds obtained (spent) by Issuer by the deed: 72.23%
Counteragents and beneficiaries of the deed:
50.1.1 Business name: UBS Luxembourg S.A.
Address: 36-38
Grand rue, Lf-1600 Luxembourg
Phone: -
Fax: 356-45
12 12 703
Persons possessing interests in this deed in correspondence with the laws of Russian Federation:
none
Authorised organ of Issuer approved the decision of deed: General shareholders meeting
Date of decision to agree with deed: 24.04.2003
50.2 Date of deed: 15.04.2003
Subject and description of deed: Issuer distributed documentary per cent inconvertible obligations payable to bearer of series 01. Total quantity of obligations 1 500 000 pcs, nominal price 1000 roubles each.
Total sum (cost) of funds acquired (spent) by Issuer by the deed: 1 500 000 thousand roubles.
The part in active assets of Issuer of the sum (cost) of funds obtained (spent) by Issuer by the deed: 23.58%
Counteragents and beneficiaries of the deed:
50.2.1 Name :
Address:
Phone:
Fax:
Persons possessing interests in this deed in correspondence with the laws of Russian Federation:
none
Authorised organ of Issuer decided to approve the deed: Board of Directors
Date of decision to agree with deed’s conclusion: 11.12.2002
74
51.1 State registry number of emission: 4-01-06005-A
Date of state registry of emission: 25.03.2003
Total amount (cost) of actives paid for securities at the date of termination of accounting quarter: 1 500 000 thousand roubles.
The amount (cost) of funds used in accounting quarter by every of aims of draft on funds:
Meeting of liability of Issuer by short time credit agreements - 993 494 thousand roubles.
Investments into Issuer subsidiaries and affiliated companies - 506 505 thousand roubles.
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 |
|
— |
|
4 676 621 |
|
81 383 |
|
4 595 238 |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Other Long-term Loans |
|
— |
|
1 540 288 |
|
— |
|
1 540 288 |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Short-term Bank Credits |
|
— |
|
241 877 |
|
241 877 |
|
— |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Employee Bank Credits |
|
— |
|
— |
|
— |
|
— |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Other Short-term Loans |
|
— |
|
161 205 |
|
161 205 |
|
— |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
Data on the Issuer’s and it’s Accociated Companies Borrowed Assets as of the End of the last reporting year:
|
Item Name |
|
Balance at |
|
Received |
|
Paid |
|
Balance at |
|
|
Long-term Bank Credits |
|
399 717 |
|
— |
|
— |
|
421 525 |
|
|
Including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Other Long-term Loans |
|
11 709 |
|
— |
|
— |
|
11 709 |
|
|
Including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Short-term Bank Credits |
|
2 770 710 |
|
— |
|
— |
|
2 989 323 |
|
|
Including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Employee Bank Credits |
|
— |
|
— |
|
— |
|
— |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Other Short-term Loans |
|
507 316 |
|
— |
|
— |
|
511 602 |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
75
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 |
|
2 824 832 |
|
2 681 436 |
|
534 212 |
|
|
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 |
|
2 766 395 |
|
2 685 412 |
|
90 931 |
|
|
including past-due |
|
— |
|
— |
|
|
|
— |
|
|
including over 3 months |
|
— |
|
— |
|
|
|
— |
|
|
including by: |
|
|
|
|
|
|
|
|
|
|
long-term |
|
— |
|
— |
|
|
|
— |
|
|
including past-due |
|
— |
|
— |
|
|
|
— |
|
|
including over 3 months |
|
— |
|
— |
|
|
|
— |
|
|
including by: |
|
|
|
|
|
|
|
|
|
|
Guarantees: |
|
|
|
|
|
|
|
|
|
|
Received |
|
— |
|
1 692 426 |
|
141 076 |
|
1 551 349 |
|
|
including third parties |
|
— |
|
— |
|
— |
|
— |
|
|
including by: |
|
|
|
|
|
|
|
|
|
|
Issued |
|
1 320 743 |
|
345 453 |
|
383 928 |
|
1 282 268 |
|
|
including third parties |
|
— |
|
— |
|
— |
|
— |
|
|
Including by: |
|
|
|
|
|
|
|
|
|
|
3) Bill Movement: |
|
|
|
|
|
|
|
|
|
|
Issued Bills |
|
— |
|
— |
|
— |
|
— |
|
|
Including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Including by: |
|
|
|
|
|
|
|
|
|
|
Received Bills |
|
— |
|
308 155 |
|
3 608 |
|
304 547 |
|
|
Including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Including by: |
|
|
|
|
|
|
|
|
|
76
Data on the Issuer’s and its Associated Companies’ Accounts Payables and Receivables as of the End of the last reporting Year:
|
Item Name |
|
Balance at |
|
Received |
|
Paid |
|
Balance at |
|
|
1) Accounts Receivables: |
|
|
|
|
|
|
|
|
|
|
short-term |
|
779 179 |
|
— |
|
— |
|
1 998 698 |
|
|
including past-due |
|
17 511 |
|
— |
|
— |
|
86 994 |
|
|
including over 3 months |
|
— |
|
— |
|
— |
|
— |
|
|
including by: |
|
|
|
|
|
|
|
|
|
|
long-term |
|
— |
|
— |
|
— |
|
— |
|
|
including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
including over 3 months |
|
— |
|
— |
|
— |
|
— |
|
|
including by: |
|
|
|
|
|
|
|
|
|
|
2) Accounts Payables: |
|
|
|
|
|
|
|
|
|
|
short-term |
|
1 779 315 |
|
— |
|
— |
|
2 095 037 |
|
|
including past-due |
|
— |
|
— |
|
|
|
— |
|
|
including over 3 months |
|
— |
|
— |
|
|
|
— |
|
|
including by: |
|
|
|
|
|
|
|
|
|
|
long-term |
|
542 098 |
|
— |
|
|
|
1 749 636 |
|
|
including past-due |
|
— |
|
— |
|
|
|
— |
|
|
including over 3 months |
|
542 098 |
|
— |
|
|
|
1 749 636 |
|
|
including by: |
|
|
|
|
|
|
|
|
|
|
Guarantees: |
|
|
|
|
|
|
|
|
|
|
Received |
|
— |
|
— |
|
— |
|
— |
|
|
including third parties |
|
— |
|
— |
|
— |
|
— |
|
|
including by: |
|
|
|
|
|
|
|
|
|
|
Issued |
|
— |
|
— |
|
— |
|
— |
|
|
including third parties |
|
— |
|
|
|
— |
|
— |
|
|
Including by: |
|
|
|
|
|
|
|
|
|
|
3) Bill Movement: |
|
|
|
|
|
|
|
|
|
|
Issued Bills |
|
— |
|
— |
|
— |
|
— |
|
|
Including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Including by: |
|
|
|
|
|
|
|
|
|
|
Received Bills |
|
— |
|
— |
|
— |
|
— |
|
|
Including past-due |
|
— |
|
— |
|
— |
|
— |
|
|
Including by: |
|
|
|
|
|
|
|
|
|
77
Data on the Issuer’s Financial Investments as of the End Date of the Reporting Period:
|
|
|
Investment Amount as of the End of Reporting |
|
||||
|
Item Name |
|
Short-term |
|
Long-term |
|
Total |
|
|
Investments in Russian Government notes |
|
— |
|
— |
|
— |
|
|
Investments in regional government notes |
|
— |
|
— |
|
— |
|
|
Investments in local government notes |
|
— |
|
— |
|
— |
|
|
Investments in shares of other organizations |
|
— |
|
2 877 109 |
|
2 877 109 |
|
|
Investments in bonds and other debt instruments |
|
— |
|
— |
|
— |
|
|
Other loans granted |
|
2 204 274 |
|
3 994 628 |
|
6 198 902 |
|
|
|
|
|
|
|
|
|
|
|
Investments in the Issuer’s associated companies |
|
2 204 274 |
|
6 871 737 |
|
9 076 011 |
|
|
Investments in the Issuer’s dependent companies |
|
— |
|
— |
|
— |
|
Financial Investments In Organization Liquidated In Accordance with Russian Legal Procedure
|
Organization Name |
|
Liquidation |
|
Authority
Which |
|
Investment |
|
|
Total |
|
|