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 Companys 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 Registrars COB).
Registration of the Shareholders (Shareholders representatives) for participation in the Meeting shall be performed on the date of the Meeting from 10:00 am (Moscow time) at the Company location.
For the purpose of registration a person is to produce a document to prove his/her identity, as well as documents confirming such persons authority: power of attorney and/or other documents in accordance with the effective legislation of the Russian Federation.
Voting on the agenda items 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:
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. ONeill; 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) |
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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 |
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Member of the Board of Directors |
Petri-trade LLC |
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Member of the Board of Directors |
Cliff-real estate LLC |
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Member of the Board of Directors |
Benelux residency non-for-profit partnership |
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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 ONeill
Position in the issuing joint stock company: member of the Board of Directors
Positions in other organizations:
Organization |
|
Position |
The Coca-Cola Icecek (Turkey) |
|
Member of the Management Board, chief executive officer |
Aradolu Etar Tarim |
|
Member of the Board of Directors |
Holds no shares in the charter capital of the issuer or its subsidiaries / affiliated companies.
4. Alexander Sergeevich Orlov
Position in the issuing joint stock company: member of the Board of Directors
Positions in other organizations:
Organization |
|
Position |
OJSC Wimm-Bill-Dann Ukraine |
|
Member of Supervisory Board |
Benelux residency non-for-profit partnership |
|
Member of the Management Board |
Holds a share in the charter capital of the issuer: 2.73% (ordinary registered shares) , as well as 0.392% (Global Depositary Receipts)
Holds no shares in subsidiaries / affiliated companies of the issuer.
5. Sergey Arkadievich Plastinin
Position in the issuing joint stock company: 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 |
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
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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WIMM-BILL-DANN FOODS OJSC |
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By: |
/s/ Roman Bolotovskiy |
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Name: |
Roman Bolotovskiy |
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Title: |
Attorney |
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Wimm-Bill-Dann Foods OJSC |
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Date: October 14, 2010