FORM 6-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer
October 14, 2010

 

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

Commission file number: 333-14278

 

WIMM-BILL-DANN FOODS OJSC

(Exact name of Registrant as specified in its charter)

 

Russian Federation

(Jurisdiction of incorporation or organization)

 

16, Yauzsky Boulevard

Moscow 109028

Russian Federation

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x Form 40-F o

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes o No x

 

 

 



 

Wimm-Bill-Dann Foods Open Joint Stock Company [“WBD Foods” or the “Company”] hereby submits the materials to be provided to security holders in connection with extraordinary general shareholders’ meeting to be held on November 9, 2010.

 

I.

 

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

 

Wimm-Bill-Dann Foods Open Joint Stock Company (hereinafter, the “Company” or “WBD Foods OJSC”), located at: office 306, 16/15, Yauzsky blvd., Moscow, 109028, Russian Federation, hereby notifies the shareholders of WBD Foods OJSC of the Extraordinary General Meeting of WBD Foods OJSC Shareholders (hereinafter, the “Meeting”) to be held on November 9, 2010 at the Company location in the form of a meeting (joint attendance of the shareholders or their authorized representatives to discuss agenda items and make decisions on matters put to the vote).

 

Agenda of the Extraordinary General Meeting of Shareholders:

 

·                  Early termination of powers of all Board of Directors members

·                  Election of the Company’s Board of Directors members;

 

Time of the Meeting: registration of the Shareholders commences at 10:00 am (Moscow time); the Meeting commences at 10:40 am (Moscow time).

 

Date of the list of persons entitled to participate in the Meeting: August 20, 2010 (as of the Registrar’s COB).

 

Registration of the Shareholders (Shareholders’ representatives) for participation in the Meeting shall be performed on the date of the Meeting from 10:00 am (Moscow time) at the Company location.

 

For the purpose of registration a person is to produce a document to prove his/her identity, as well as documents confirming such person’s authority: power of attorney and/or other documents in accordance with the effective legislation of the Russian Federation.

 

Voting on the agenda items shall only proceed using voting ballots which shall be sent to each person on the list of persons entitled to participate in the Meeting not later than 20 days before the Meeting.

Postal address where completed voting ballots shall be sent to: office 306, 16/15 Yauzsky blvd., Moscow, 109028, Russian Federation.

The Company shareholders or shareholder, who in total hold not less than 2 percent of the voting shares of the Company, shall be entitled to propose candidates to WBD Foods OJSC Board of Directors. Proposals shall be sent to WBD Foods OJSC not later than 30 days before the date of the Meeting.

 

The materials and documents to be provided to the shareholders during preparation for the Meeting shall be available after the expiry of the period specified above at WBD Foods OJSC location from 10:00 to 16:00 (Moscow time) every day except Saturday and Sunday.

 

WBD Foods

Board of Directors

 

II.

 

DRAFT RESOLUTIONS OF THE GENERAL MEETING OF SHAREHOLDERS OF WBD FOODS OJSC

 

1. On the first agenda item: “Early termination of powers of all Board of Directors members”.

Be it resolved that:

 

1.1.      To execute early termination of powers of all Board of Directors members.

 

2. On the second agenda item: “Election of the members of WBD Foods OJSC Board of Directors”.

 

Be it resolved that:

 

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2.1. The members of WBD Foods OJSC Board of Directors be elected as follows: To elect WBD Foods Board of Directors as follows: Guy de Selliers; M. V. Dubinin; I. V. Kostikov; Michael A. O’Neill; A. S. Orlov; S. A. Plastinin; G. A. Yushvaev; D. M. Iakobachvili; E. G. Yasin; Marcus Rhodes; E. Linwood (Tip) Tipton.

 

III.

 

INFORMATION ON CANDIDATES TO THE BOARD OF DIRECTORS OF WBD FOODS OJSC *

 

1. Guy de Selliers

 

Position in the issuing joint stock company: member of the Board of Directors

Positions in other organizations:

 

Organization

 

Position

HATCH CF

 

Chairman of the Board of Directors

Solvey S.A.

 

Member of the Board of Directors

Partners in Hope (Charity)

 

Chairman of Board of Trustees

AMG

 

Member of Supervisory Board

Wessex Grain

 

Member of the Board of Directors

 

Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.

 

2. Mikhail Vladimirovich Dubinin

 

Position in the issuing joint stock company: member of the Board of Directors

Positions in other organizations:

 

Organization

 

Position

Istrinskiye ruchyi LLC

 

Member of the Board of Directors

Nadezhny Fundament LLC

 

Member of the Board of Directors

Petri-trade LLC

 

Member of the Board of Directors

Cliff-real estate LLC

 

Member of the Board of Directors

“Benelux residency” non-for-profit partnership

 

Member of the Management Board

“ International community council for awarding the “Golden Falcon Medal” autonomous non-for-profit organization

 

Member of the Steering Committee

 

Holds a share in the charter capital of the issuer: 4.11% (ordinary registered shares) , as well as 0.45% (Global Depositary Receipts)

 

Holds no shares in subsidiaries / affiliated companies of the issuer.

 

3. Michael O’Neill

 

Position in the issuing joint stock company: member of the Board of Directors

Positions in other organizations:

 

Organization

 

Position

The Coca-Cola Icecek (Turkey)

 

Member of the Management Board, chief executive officer

Aradolu Etar Tarim

 

Member of the Board of Directors

 

Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.

 

4. Alexander Sergeevich Orlov

 

Position in the issuing joint stock company: member of the Board of Directors

Positions in other organizations:

 

Organization

 

Position

OJSC Wimm-Bill-Dann Ukraine

 

Member of Supervisory Board

“Benelux residency” non-for-profit partnership

 

Member of the Management Board

 

3



 

Holds a share in the charter capital of the issuer: 2.73% (ordinary registered shares) , as well as 0.392% (Global Depositary Receipts)

 

Holds no shares in subsidiaries / affiliated companies of the issuer.

 

5. Sergey Arkadievich Plastinin

 

Position in the issuing joint stock company: Chairman of the Board of Directors

Positions in other organizations:

 

Organization

 

Position

OJSC Wimm-Bill-Dann Ukraine

 

Member of Supervisory Board

OJSC Wimm-Bill-Dann

 

Member of the Board of Directors

OJSC Bishkeksut

 

Member of the Board of Directors

CJSC Gulkevichsky butter factory

 

Member of the Board of Directors

SCJSC Karasukskoye milk

 

Member of the Board of Directors

 

Holds a share in the charter capital of the issuer: 3.576% (ordinary registered shares).

 

Holds no shares in subsidiaries / affiliated companies of the issuer.

 

6. Gavril Abramovich Yushvaev

 

Position in the issuing joint stock company: member of the Board of Directors

Positions in other organizations:

 

Organization

 

Position

CJSC Agrocomplex Gorki-2

 

Member of the Board of Directors

CJSC Breeding farm “Naro-Osanovsky”

 

Member of the Board of Directors

OJSC “Mill factory №4”

 

Member of the Board of Directors

LLC «Kolmogorovskaya mine-2»

 

Member of the Board of Directors

LLC «Management company Promuglesbyt»

 

Member of the Board of Directors

 

Holds a share in the charter capital of the issuer: 17.25% (ordinary registered shares) , as well as 2.361% (Global Depositary Receipts)

 

Holds no shares in subsidiaries / affiliated companies of the issuer.

 

7. David Iakobachvili

 

Position in the issuing joint stock company: member of the Board of Directors

Positions in other organizations:

 

Organization

 

Position

OJSC Wimm-Bill-Dann

 

Chairman of the Board of Directors

OJSC Wimm-Bill-Dann Ukraine

 

Chairman of Supervisory Board

OJSC Bishkeksut

 

Member of the Board of Directors

LLC Metelitsa-Club

 

Charman of the Board of Directors

CJSC Gulkevichsky butter factory

 

Member of the Board of Directors

Airport Financial Services Limited

 

Director

SCJSC Karasukskoye milk

 

Member of the Board of Directors

OJSC RusAgroProject

 

Chairman of the Board of Directors

CJSC Agrocomplex Gorki-2

 

Member of the Board of Directors

OJSC “Mill factory №4”

 

Member of the Board of Directors

LLC «Kolmogorovskaya mine-2»

 

Member of the Board of Directors

LLC «Management company Promuglesbyt»

 

Chairman of the Board of Directors

OJSC ANK Bashneft

 

Member of the Board of Directors

LLC Atamanskoe

 

Member of the Board of Directors

CJSC Niva

 

Member of the Board of Directors

OJSC Zavety Ilyicha

 

Member of the Board of Directors

OJSC Trud

 

Member of the Board of Directors

 

4



 

Holds a share in the charter capital of the issuer: 8.67% (ordinary registered shares) , as well as 1.827% (Global Depositary Receipts)

 

Holds no shares in subsidiaries / affiliated companies of the issuer.

 

8. Evgeny Grigorievich Yasin

 

Position in the issuing joint stock company: member of the Board of Directors

Positions in other organizations:

 

Organization

 

Position

State University — The Higher School of Economics

 

Academic advisor

CJSC Echo Moskvi

 

Member of the Board of Directors

Expert Institute scientific and charity fund

 

President

VEB

 

Chairman of the Expert council

 

Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.

 

9. Marcus Rhodes

 

Holds no position in the issuing joint stock company.

Positions in other organizations:

 

Organization

 

Position

Cherkisovo group

 

Member of the Board of Directors

Rosinter group

 

Member of the Board of Directors

Tethys group

 

Member of the Board of Directors

Pfpf JoHns (wwp Papa Johns)

 

Member of the Board of Directors

 

Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.

 

10. Igor Vladimirovich Kostikov

 

Holds no position in the issuing joint stock company.

Positions in other organizations:

 

Organization

 

Position

The Institute of the World Economics and International Relations RAN

 

Chief research officer, member of the Board of Academics

ARCO

 

Member of international consulting council

ICGN

 

Member of ICGN

Almaz-Antey Infinity LLC

 

General manager

The Institute of Stock Market and Management Foundation

 

Academic advisor

The Russian Academy of State Service for the RF President

 

Member of the Scientific Board

CJSC BV Media

 

Chairman of the Board of Directors

 

Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.

 

11. E. Linwood (Tip) Tipton

 

Holds no position in the issuing joint stock company.

Positions in other organizations:

 

Organization

 

Position

The Tipton Group , Inc.

 

Chairman of the Board of Directors, Chief Executive Officer

 

Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.

 


* information as of 11.10.2010

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

WIMM-BILL-DANN FOODS OJSC

 

 

 

 

 

 

 

By:

/s/ Roman Bolotovskiy

 

Name:

Roman Bolotovskiy

 

Title:

Attorney

 

 

Wimm-Bill-Dann Foods OJSC

 

Date: October 14, 2010

 

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