FORM 6-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer
July12, 2004

 

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

 

Commission file number:  333-14278

 

WIMM-BILL-DANN FOODS OJSC

(Exact name of Registrant as specified in its charter)

 

Russian Federation

(Jurisdiction of incorporation or organization)

 

16, Yauzsky Boulevard
Moscow 109028
Russian Federation

(Address of principal executive offices)

 

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

 

Form 20-F      ý        Form 40-F      o

 

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

 

Yes      o        No      ý

 

 



 

QUARTERLY REPORT

 

of Issuer of Emissive Securities

 

for the first quarter of 2004

 

OPEN JOINT STOCK COMPANY “WIMM-BILL-DANN FOODS”

 

Issue’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.

 

Representative by power of attorney
dated 06.10.2003 No. 06/10

/s/ R.V.Bolotovsky

 

 

R.V. Bolotovsky

“14” May 2004

 

 

 

Chief Accountant

 

 

V.V. Khaminov

 

V.V. Khaminov

“14” May 2004

 

 

 

(place for stamp)

 

 

Contact person: Kolesnikov Ilya Michailovich

Legal adviser

Tel.: (095) 733-9727

Fax: (095) 733-9736

E-mail: KolesnikovIM@wbd.ru

Internet page(s) displaying information contained in this quarterly report:

htpp://www.wbd.ru/wbd/quarterly_report/

 

2



 

Table of contents

 

I                                            Brief data on the persons, members of the issuer’s executive bodies, information on bank accounts, the auditor, the Appraiser and the issuer’s financial consultant, as well as on other persons, having signed the quarterly report.

 

 

 

1.1                                 Persons, members of the issuer’s executive bodies

 

1.2                                 Information on the issuer’s bank accounts

 

1.3                                 Information on the issuer’s auditor (auditors)

 

1.4                                 Information on the issuer’s appraiser

 

1.5                                 Information on the issuer’s consultants

 

1.6                                 Information on other persons having signed the quarterly report

 

II                                        Basic information on the issuer’s financial and economic status

 

2.1                                 Indicators of the issuer’s financial and economic activities

 

2.2                                 Issuer’s market capitalization

 

2.3                                 Issuer’s obligations

 

2.3.1                        Accounts payable

 

2.3.2                        Issuer’s credit history

 

2.3.3                        Issuer’s obligations from security granted to third parties

 

2.3.4                        Other issuer’s obligations

 

2.4                                 Objectives of the issue and spheres where funds received from securities issue shall be used

 

2.5                                 Risks associated with acquisition of placed securities (securities to be placed)

 

2.5.1                        Industry risks

 

2.5.2                        Country and regional risks

 

2.5.3                        Financial risks

 

2.5.4                        Legal risks

 

2.5.5                        Risks connected with the issuer’s business

 

III                                    Detailed information on the issuer

 

3.1.                              Issuer’s background and development

 

3.1.1.                     Data on the issuer’s firm name (name)

 

3.1.2                        Data on the issuer’s state registration

 

3.1.3                        Data on the issuer’s creation and development

 

3.1.4                        Contact information

 

3.1.5                        INN

 

3.1.6                        Branches and representations of the issuer

 

3.2                                 Principal economic activities of the issuer

 

3.2.1                        Issuer’s industry branch

 

3.2.2                        Issuer’s principal economic activities

 

3.2.3                        Main types of products (works, services)

 

3.2.4                        Issuer’s suppliers whose share amounts to 10% or more from the total inventory supplies, with the indication of their shares in the total supplies volume

 

3.2.5                        Markets for products (works, services) of the issuer

 

3.2.6                        Practice in relation to working capital and reserves

 

3.2.7                        Raw materials

 

3.2.8                        Main competitors

 

 

3



 

3.2.9                        License information

 

3.2.10                  Issuer’s joint activities

 

3.4                                 Issuer’s planned activities in future

 

3.5                                 Issuer’s participation in the industry, banking and financial groups, holdings, concerns and associations

 

3.6                                 Subsidiaries and dependent economic entities of the issuer

 

3.7                                 Composition, structure and cost of the issuer’s fixed assets, information on acquisition, replacement, withdrawal of the fixed assets, as well as on all encumbrances of the issuer’s fixed assets

 

3.7.1                        Fixed assets

 

3.7.2                        Cost of the issuer’s immovable property

 

IV                                    Information on financial and economic activities of the issuer

 

4.1                                 Results of the financial and economic activities of the issuer

 

4.1.1                        Profits and losses

 

4.1.2                        Factors having affected the amount of the proceeds from sale of goods, products, works, services and the amount of profits (losses) from the issuer’s principal business.

 

4.2.                              Liquidity of the Issuer

 

4.3.                              The Issuer’s Capital and Current Assets, their Structure and Adequacy

 

4.3.1.                     Size, structure and adequacy of the issuer’s equity and working capital

 

4.3.2.                     Adequacy of the Issuer’s equity and working capital

 

4.3.3.                     Cash funds

 

4.3.4.                     Investments of the Issuer

 

4.3.4.1.            Long-Term Investments

 

4.3.4.2.            Short-Term Investments

 

4.3.4.3.            Other Investments

 

4.3.5.                     Intangible Assets of the Issuer

 

4.4.                              Information on the Issuer’s R&D Policies and Expenses, Including Licenses, Patents, New Products, and Research

 

4.5                                 Tendencies in the sphere of the issuer’s principal activities and their analysis

 

V.                                     Detailed information on the persons in the Issuer’s management and its business activities monitoring bodies and brief information on the Issuer’s staff (employees)

 

5.1                                 Information on the structure and competence of the issuer’s executive bodies

 

5.2                                 Information on the persons, member of the issuer’s executive bodies

 

5.3.          Information on remunerations, benefits and or reimbursements per each management body of the Issuer

 

5.4.                              Information on the bodies monitoring the Issuer’s business activities, their structure and powers

 

5.5.                              Information on the persons in the bodies monitoring the Issuer’s business activities

 

5.6.                              Information on remunerations, benefits and/or reimbursements for the body monitoring the Issuer’s business operations

 

5.7.                              Information on the Issuer’s staff (employees), its educational background and structure, and changes in the numbers of the Issuer’s staff (employees)

 

5.8.                              Information on any obligations of the Issuer before its staff (employees) related to their possible participation in the Issuer’s authorized stock (share fund)

 

VI                                    Information on the issuer’ participants (shareholders) and interested party transactions it has contracted

 

 

4



 

6.1. Information on the general number of the issuer’s shareholders (participants)

 

6.2                                 Information on the issuer’s participants (shareholders) holding no less than 5% from its authorized stock (share fund) or no less than 5% of its ordinary shares, as well as the information on the participants (shareholders) of such entities holding no less than 20% of the authorized stock (share fund) or no less than 20% of its ordinary shares

 

6.3                                 Information on the state or municipal body’s share in the authorized stock (share fund) of the issuer, existence of a special right (“golden share”)

 

6.4                                 Information on restrictions to take part in the issuer’s authorized stock (share fund)

 

6.5.                              Information on changes in the composition and participation shares of the Issuer’s shareholders (participants) that possess at least 5% of the Issuer’s authorized stock (share fund) or at least 5% of the Issuer’s common stock

 

6.6.                              Information on the transactions the Issuer effected and had an interest in

 

6.7.                              Information on Accounts Receivable

 

VII                                Issuer’s business accounting and other financial information

 

7.1                                 Issuer’s annual accounting reports

 

7.2                                 Quarterly accounting reports for the last accomplished quarter ended

 

7.3.                              The Issuer’s consolidated accounting reports for the last complete financial year

 

7.4.                              Information on total exports and export share in total sales

 

7.5.                              Information on material changes in the Issuer’s property after the end of the last complete financial year

 

7.6.                              Information on any court proceedings the Issuer is involved in, in case such court proceedings may affect the Issuer’s business operations

 

VIII                            Additional information on the issuer and on the placed securities

 

8.1                                 Additional information on the issuer

 

8.1.1                        Information on the amount, the structure of the authorized stock (share fund) of the issuer

 

8.1.2.                     Information on changes in the authorized stock (share fund) of the issuer

 

8.1.3.                     Information on formation and use of the reserve fund and other funds of the issuer

 

8.1.4.                     Information on the convocation and holding procedure for the meeting of the issuer’s supreme management body

 

8.1.5                        Information on commercial organizations where the issuer holds no less than 5% of the authorized stock (share fund) or no less than 5% of the ordinary shares

 

8.1.6                        Information on major transactions that the issuer has contracted

 

8.1.7.                     Information on the issuer’s credit ratings

 

8.2                                 Information on each of the issuer’s share category (type)

 

8.3.                              Information on prior issues of the issuer’s securities other than the issuer’s shares

 

8.3.1.                     Information on issues, of which all securities have been redeemed (cancelled)

 

8.3.2                        Information on the issues, the securities under which still circulate

 

8.3.3                        Information on issues, for the securities of which the issuer is in default

 

8.4                                 Information on the person(s) having provided security for the bonds of the issue

 

8.5.                              Conditions guaranteeing fulfillment of obligations on the bonds of the issue

 

8.6                                 Information on the organizations registering rights to issued securities of the issuer

 

8.7.                              Information on legislative acts regulating capital import and export issues, which can affect payment of dividends, interest and other amounts to non-residents

 

 

5



 

8.8.                              Procedure for taxation of revenues from the issuer’s securities placed and in the process of placement

 

8.9.                              Information on announced (accrued) and paid dividends on the issuer’s shares, as well as on income on the issuer’s bonds

 

8.10                           Other information

 

 

6



 

A.                                    DATA ON ISSUER

 

Issuer’s full proprietary name.

Open Joint Stock Company “Wimm-Bill-Dann Foods”

 

Abbreviated name.

WBD Foods

 

Data on Issuer’s contact tel. numbers and email

Tel (095) 105-58-05

Fax (095) 733-97-36

 

Data on the Issuer’s Shares.

Issue Number: 1

Category:Common

Form of Shares: Registered, uncertificated

Nominal Price of One Issue Share: 20

 

Quantity of Issue Shares: 35,000,000

Total Issue Amount: 700,000,000

 

Data on the Issue State Registration:

Date of Registration: 15.06.2001

Registration Number: 1-01-06005-A

Body of State Registration: Regional Office of the Federal Commission for Securities Market of Russia in the Central Federal Region

 

Issue Number: 2

Category:Common

Form of Shares: Registered, uncertificated

Nominal Price of One Issue Share: 20

 

Quantity of Issue Shares: 9,000,000

Total Issue Amount: 180,000,000

 

Data on the Issue State Registration:

Date of Registration: 30.10.2001

Registration Number: 1-02-06005-A

Body of State Registration: Federal Commission for Securities Market of Russia

 

Other Material Information on the Issuer’s Securities.

None

 

7



 

This quarterly report contains evaluations and forecasts of the issuer’s authorized executive bodies regarding the future events and/or actions, perspective development in the industry branch where the issuer carries out its principal business, and the results of the issuer’s activities, including the issuer’s plans, probability of certain events and certain actions to be undertaken.  Investors should not fully rely on the evaluations and forecasts made by the issuer’s executive bodies, as the actual results of its activities in future might differ from those forecast due to various reasons.  Acquisition of the issuer’s securities is associated with risks described in this quarterly report.

 

8



 

I                                            BRIEF DATA ON THE PERSONS, MEMBERS OF THE ISSUER’S EXECUTIVE BODIES, INFORMATION ON BANK ACCOUNTS, THE AUDITOR, THE APPRAISER AND THE ISSUER’S FINANCIAL CONSULTANT, AS WELL AS ON OTHER PERSONS, HAVING SIGNED THE QUARTERLY REPORT.

 

1.1                               Persons, members of the issuer’s executive bodies

 

Board of Directors

Chairman: David Iakobachvili

Born: 1957

 

Members of Board of Directors:

Dubinin, Mikhail Vladimirovich

Born: 1969

Orlov, Alexander Sergueevich

Born: 1948

Plastinin, Sergei Arkadievich

Born: 1968

Scherbak, Vladimir Nikolaevich

Born: 1939

Tutelyan, Victor Alexandrovich

Born: 1942

Yasin, Eugeny Grigorievich

Born: 1934

Guy de Selliers

Born: 1952

Michael A. O’Neill

Born: 1945

Ernest Linwood Tipton

Born: 1934

J. B. Mark Mobius

Born: 1936

 

Issuer’s individual and collective administrative/managerial staff.

 

Individual executive body and members of collective executive body:

 

Chairman of the Management board

Plastinin, Sergei Arkadievich

Born: 1968

 

9



 

Members of the Management Board

 

Byrdin, Maxim Olegovich

Born: 1972

 

Preobrazhensky, Vladimir Vladimirovich

Born: 1961

 

Malyutin, Aleksandr Evgenyevich

Born: 1977

 

Yadegardjam Djamshid

Born: 1965

 

Person performing the functions of individual executive body of the Issuer:

Sergei Arkadievich Plastinin

Born: 1968

 

1.2                               Information on the Issuer’s bank accounts

 

Information on ruble accounts in banks and other financial institutions carrying out their activities in the territory of the Russian Federation, as at 01.04.2004

 

No.

 

Type of account

 

Account No.

 

Name of the Bank

1

 

2

 

3

 

4

 

 

 

 

 

 

 

1

 

Current

 

40702 810 1 00700 883 027

 

CB Citybank

 

 

 

 

 

 

 

2

 

Current

 

40702 810 4 00000 030 108

 

CB Expobank

 

 

 

 

 

 

 

3

 

Current

 

40702 810 4 00070 027 130

 

CB MDM-Bank

 

 

 

 

 

 

 

4

 

Current

 

40702 810 7 00070 000 569

 

Bank of Moscow

 

 

 

 

 

 

 

5

 

Current

 

40702 810 2 01500 000 016

 

Alfa bank

 

 

 

 

 

 

 

6

 

Current

 

40702 810 9 38000 110 483

 

Sberbank of Russia

 

 

 

 

 

 

 

7

 

Current

 

40702 810 6 38360 104 497

 

Sberbank of Russia

 

 

 

 

 

 

 

8

 

Deposit

 

42,104,810,000,070,000,000

 

AK MMB Bank of Moscow

 

10



 

9

 

Deposit

 

52103 810 3 00000 402 674

 

OJSC Bank Petrocommerc

 

 

 

 

 

 

 

10

 

Deposit

 

52103 810 2 00000 502 674

 

OJSC Bank Petrocommerc

 

 

 

 

 

 

 

11

 

Deposit

 

52103 810 1 00000 602 674

 

OJSC Bank Petrocommerc

 

 

 

 

 

 

 

12

 

Deposit

 

52103 810 0 00000 702 674

 

OJSC Bank Petrocommerc

 

 

 

 

 

 

 

13

 

Deposit

 

42105 810 6 00090 000 004

 

Vneshtorgbank

 

 

 

 

 

 

 

14

 

Current

 

40702 810 4 00001 401 757

 

CJSC “Raiffeisen Bank Austria”

 

Information on foreign exchange accounts in banks and other financial institutions carrying out their activities in the territory of the Russian Federation and abroad, as at 01.04.2004

 

No.

 

Account number

 

Name of the Bank

 

Location of the Bank

1

 

2

 

3

 

4

 

 

 

 

 

 

 

1

 

40702 840 9 00700 883 019

 

CB Citybank

 

125047 Moscow, ul.Gasheka, 8-10

 

 

 

 

 

 

tel. 725-69-35

2

 

40702 840 9 00700 883 035

 

CB Citybank

 

125047 Moscow, ul.Gasheka, 8-10

 

 

 

 

 

 

tel. 725-69-35

3

 

40702 840 4 00700 883 043

 

CB Citybank

 

125047 Moscow, ul.Gasheka, 8-10

 

 

 

 

 

 

tel. 725-69-35

4

 

42102 840 7 03700 883 018

 

CB Citybank

 

125047 Moscow, ul.Gasheka, 8-10

 

 

 

 

 

 

tel. 725-69-35

5

 

40702 978 5 00700 883 051

 

CB Citybank

 

125047 Moscow, ul.Gasheka, 8-10

 

 

 

 

 

 

tel. 725-69-35

6

 

40702 978 8 00700 883 078

 

CB Citybank

 

125047 Moscow, ul.Gasheka, 8-10

 

 

 

 

 

 

tel. 725-69-35

7

 

40702 978 3 00700 883 086

 

CB Citybank

 

125047 Moscow, ul.Gasheka, 8-10

 

 

 

 

 

 

tel. 725-69-35

8

 

40702 840 4 00150 027 130

 

CB MDM-Bank

 

113035 Moscow, ul.Sadovnicheskaya, 3

 

 

 

 

 

 

Tel. 797-95-00

9

 

40702 840 7 00151 027 130

 

CB MDM-Bank

 

113035 Moscow, ul.Sadovnicheskaya, 3

 

 

 

 

 

 

Tel. 797-95-00

10

 

40702 840 0 00152 027 130

 

CB MDM-Bank

 

113035 Moscow, ul.Sadovnicheskaya, 3

 

 

 

 

 

 

Tel. 797-95-00

11

 

40702 840 8 01500 000 004

 

Alfa Bank

 

117049 Moscow, ul.Mytnaya, 1, building 1

 

 

 

 

 

 

Tel. 786-22-82

12

 

40702 840 7 01503 000 004

 

Alfa Bank

 

117049 Moscow, ul.Mytnaya, 1, building 1

 

 

 

 

 

 

Tel. 786-22-82

13

 

40702 840 0 01504 000 004

 

Alfa Bank

 

117049 Moscow, ul.Mytnaya, 1, building 1

 

 

 

 

 

 

Tel. 786-22-82

 

11



 

14

 

40702 840 2 38000 110 483

 

Sberbank of Russia

 

117997 Moscow, ul. Vavilova, 19

 

 

 

 

 

 

Tel. 785-44-30

15

 

40702 840 1 38000 210 483

 

Sberbank of Russia

 

117997 Moscow, ul. Vavilova, 19

 

 

 

 

 

 

Tel. 785-44-30

16

 

40702 840 0 38000 310 483

 

Sberbank of Russia

 

117997 Moscow, ul. Vavilova, 19

 

 

 

 

 

 

Tel. 785-44-30

17

 

42105 840 7 38000 010 028

 

Sberbank of Russia

 

117997 Moscow, ul. Vavilova, 19

 

 

 

 

 

 

Tel. 785-44-30

18

 

42105 840 9 38000 010 022

 

Sberbank of Russia

 

117997 Moscow, ul. Vavilova, 19

 

 

 

 

 

 

Tel. 785-44-30

19

 

42105 840 2 38360 010 022

 

Sberbank of Russia

 

117997 Moscow, ul. Vavilova, 19

 

 

 

 

 

 

Tel. 785-44-30

20

 

40702 840 7 00000 012 592

 

CB Rosbank

 

107078, Moscow, ul. Mashi Poryvaevoy, d.11

21

 

40702 840 6 00003 012 592

 

CB Rosbank

 

107078, Moscow, ul. Mashi Poryvaevoy, d.11

22

 

40702 840 7 00000 012 592

 

CB Rosbank

 

107078, Moscow, ul. Mashi Poryvaevoy, d.11

23

 

42104 840 5 00000 012 592

 

CB Rosbank

 

107078, Moscow, ul. Mashi Poryvaevoy, d.11

24

 

40702 840 0 00070 000 569

 

MMB-Bank of Moscow

 

107996, Moscow, ul. Kuznetskij most, 15

25

 

40702 840 3 00071 000 569

 

MMB-Bank of Moscow

 

107996, Moscow, ul. Kuznetskij most, 15

26

 

40702 840 6 00072 000 569

 

MMB-Bank of Moscow

 

107996, Moscow, ul. Kuznetskij most, 15

27

 

42104 840 6 00070 000 006

 

MMB-Bank of Moscow

 

107996, Moscow, ul. Kuznetskij most, 15

28

 

42104 840 2 00150 027 130

 

CB Moscowskij Delovoy Mir

 

113035 Moscow, ul.Sadovnicheskaya, 3

 

 

 

 

 

 

tel. 797-95-00

29

 

42103 840 0 00090 000 003

 

Vneshtorgbank

 

106031, Moscow, ul. Kuznetskij most, 16

30

 

40702 978 3 00001 401 757

 

3AO “Raiffeisen Bank Austria”

 

129090 Moscow, ul. Troytskaya, 17/1

31

 

40702 978 0 00000 401 757

 

CJSC “Raiffeisen Bank Austria”

 

129090 Moscow, ul. Troytskaya, 17/1

32

 

40702 978 2 00004 401 757

 

CJSC “Raiffeisen Bank Austria”

 

129090 Moscow, ul. Troytskaya, 17/1

33

 

40702 840 7 00001 401 757

 

CJSC “Raiffeisen Bank Austria”

 

129090 Moscow, ul. Troytskaya, 17/1

34

 

40702 840 4 00000 401 757

 

CJSC “Raiffeisen Bank Austria”

 

129090 Moscow, ul. Troytskaya, 17/1

35

 

40702 840 6 00004 401 757

 

CJSC “Raiffeisen Bank Austria”

 

129090 Moscow, ul. Troytskaya, 17/1

36

 

40702 840 0 00002 401 757

 

CJSC “Raiffeisen Bank Austria”

 

129090 Moscow, ul. Troytskaya, 17/1

37

 

40702 840 3 00003 401 757

 

CJSC “Raiffeisen Bank Austria”

 

129090 Moscow, ul. Troytskaya, 17/1

38

 

45207 840 0 99911 401 757

 

CJSC “Raiffeisen Bank Austria”

 

129090 Moscow, ul. Troytskaya, 17/1

39

 

42102 840 0 01300 000 000

 

ALFA-Bank

 

107078 Moscow, ul.Kalanchevskaya, 27

40

 

42102 840 3 01300 000 001

 

ALFA-Bank

 

107078 Moscow, ul.Kalanchevskaya, 27

 

12



 

1.3. 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

 

1.4                               Information on the Issuer’s appraiser

 

The appraiser has not been employed in the accounting quarter.

 

1.5                               Information on the Issuer’s consultants

 

Financial consultants for the purpose of the preparation and signing of the securities prospectus issue and this report have not been employed.

 

1.6                               Information on other persons having signed the quarterly report

 

In relation to other persons having signed the quarterly report and not indicated in the previous articles of this section:

 

Vadim V. Khaminov

Tel:                            (095) 105 5805

Fax:                           (095) 105 5805 (ext. 10-85)

 

II                                        BASIC INFORMATION ON THE ISSUER’S FINANCIAL AND ECONOMIC STATUS

 

2.1  Indicators of the Issuer’s financial and economic activities

 

No.

 

Indicator

 

2001

 

2002

 

2003

 

1 quarter 2004

 

1

 

Value of issuer’s net assets, thou. rubles

 

699 085

 

6 090 133

 

6184 396

 

6190 230

 

2

 

Ratio of attracted funds to capital and reserves,%

 

3.44

 

0.16

 

98.32

 

98.04

 

3

 

Ratio of short-term liabilities to capital and reserves,%

 

3.44

 

0.16

 

1.32

 

4.77

 

4

 

Coverage of debt service payments, rubles

 

0.002

 

25.39

 

0.22

 

0.03

 

5

 

Level of overdue debt,%

 

0

 

0

 

0

 

0

 

6

 

Net assets turnover, times

 

0.0031

 

0.00087

 

0.076

 

0.016

 

7

 

Payables turnover, times

 

0.0004

 

0.002

 

0.365

 

0.028

 

8

 

Receivables turnover, times

 

0.54

 

0.014

 

0.91

 

0.254

 

9

 

Profits tax as percentage of profits before taxes,%

 

0

 

27.01

 

38.11

 

53.85

 

 

13



 

2.2  Issuer’s market capitalization

 

The arranger of the sales at the equity market is the New York Stock Exchange (NYSE).  The Issuer’s market capitalization calculated as the derivation of the number of shares expressed in ADRs and the price of one share (ADR), amounts to:

 

As of 31.12.2001   RUR 699 085 000 (as of the present date the issue’s market capitalization is calculated as the equivalent of the issue’ net assets value).

As of 31.12.2002   US$17.95 x 44,000,000 = US$789,800,000

As of 31.12.2003   US$17.00 x 44,000,000 = US$748,000,000

As of 31.03.2004   US$19.45 x 44,000,000 = US$855,800,000

 

The price of one share (ADR) corresponds to the price of the recent transactions contracted as at the last date of the accounting period.

 

2.3                               Issuer’s obligations

2.3.1. Accounts Payable

 

 

 

 

 

By due date

 

Liability

 

Total, thou. rubles

 

up to
30
days

 

30-60
days

 

60-90
days

 

90-180
days

 

180
days to
1 year

 

more than 1
year

 

Short-term and long-term liabilities

 

6,068,829

 

68,165

 

144,660

 

 

 

83,209

 

 

 

5,772,795

 

Accounts payable including:

 

76,166

 

66,312

 

9,854

 

 

 

 

 

 

 

 

 

To suppliers and contractors, including:

 

24,177

 

24,177

 

 

 

 

 

 

 

 

 

 

 

to affiliates of issuer

 

14,172

 

14,172

 

 

 

 

 

 

 

 

 

 

 

Bills of exchange payable

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

Wages and salaries

 

22,823

 

22,823

 

 

 

 

 

 

 

 

 

 

 

Amounts owed to budget and extrabudgetary funds

 

19,312

 

19312

 

 

 

 

 

 

 

 

 

 

 

Other accounts payable, including:

 

9,854

 

 

 

9,854

 

 

 

 

 

 

 

 

 

to affiliates of issuer

 

7,605

 

7,605

 

 

 

 

 

 

 

 

 

 

 

Credits, total

 

4,405,800

 

1,853

 

131,152

 

 

 

 

 

 

 

4,272,795

 

Loans, total including:

 

1,583,209

 

 

 

 

 

 

 

83,209

 

 

 

1,500,000

 

bonded loans

 

1,583,209

 

 

 

 

 

 

 

83,209

 

 

 

1,500,000

 

Other liabilities

 

3,654

 

 

 

3,654

 

 

 

 

 

 

 

 

 

Overdue accounts payable including:

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

to budget and extrabudgetary funds

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

Overdue credit debt

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

Overdue loan debt

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14



 

Of WBD Foods’ accounts payable as at April 1, 2004, Lianozovo Dairy accounted for 14,134 thousand rubles, or 18.56% of total accounts payable (76,166 thousand rubles).

 

2.3.2                     Issuer’s credit history

 

The issuer’s performance of its obligations under credit agreements and loan agreements in effect prior to and at the end of the reporting quarter, under which the principal represents 10% or more of the value of the issuer’s net assets at the date of the last completed reporting quarter preceding the date of the agreement is being described below.

 

Obligation

 

Creditor

 

Amount of the
principal sum

 

Maturity date

 

Interest rate,
%

 

Planned

 

Actual

Short-term dollar loan

 

Alfa-Bank OAO

 

2,920,00

 

17.04.2003

 

17.04.2003

 

4.75

 

Short-term dollar loan

 

Alfa-Bank OAO

 

974,000

 

07.05.2003

 

07.05.2003

 

4.75

 

Long-term dollar loan

 

UBS LUXEMBURG AG

 

150,000,000

 

2008

 

 

 

8.50

 

Bonded loan, thousand rubles

 

Arranger of the placement –Troika-Dialog Investment Company ZAO, Moscow International Bank - payment agent

 

1,500,000

 

2006

 

 

 

12.9% and 64.32 rubles on the first coupon 11,98% - on the second coupon 9,38%-on the third coupon

 

 

2.3.3                     Issuer’s obligations from security granted to third parties

 

Agreements
on granted
sureties

 

Date of
agreement

 

 

 

Amount of
agreement

 

Currency of
agreement

 

Sum in
rubles as at
01.04.04

 

P/43

 

14.05.2002

 

MK OAO,  Timashevsk

 

2,506,803

 

Euros

 

71 843

 

P/44

 

15.05.2002

 

MK OAO, Timashevsk

 

364,050

 

Euros

 

2 521

 

2-wbd

 

10.09.2001

 

LMK OAO

 

500,000,000

 

Rubles

 

500 000

 

P/45

 

05.06.2002

 

LMK OAO

 

2,348.476

 

Euros

 

57 210

 

P/48

 

09.09.2002

 

LMK OAO

 

779,250

 

Euros

 

11 284

 

P/46

 

10.06.2002

 

TsMK OAO

 

1,017,596

 

Euros

 

14 755

 

P/47

 

12.07.2002

 

Kharkov MK OAO

 

1,568,766

 

Euros

 

44554

 

P/52

 

05.12.2002

 

Kharkov MK OAO

 

582,750

 

Euros

 

5 058

 

53

 

04.01.2003

 

Kharkov MK OAO

 

418,045

 

Euros

 

8 880

 

P/49

 

28.10.2002

 

Siberian Milk OAO

 

2,259.144

 

Euros

 

69 884

 

54

 

25.03.2003

 

Siberian Milk OAO

 

523,877

 

Euros

 

9 894

 

Total

 

 

 

 

 

 

 

 

 

795 883

 

 

15



 

2.3.4                     Other Issuer’s obligations

 

There are no other Issuer’s obligations.

 

2.4                               Objectives of the issue and spheres where funds received from securities issue shall be used

 

No securities have been issued and no funds have been attracted in the reporting period.

 

2.5.                            Risks associated with acquisition of placed securities (securities to be placed)

 

We have described the risks and uncertainties that our management believes are material, but these risks and uncertainties may not be the only ones we face. Additional risks and uncertainties, including those we currently do not know or deem immaterial, may also result in deceased revenues, increasedexpenses or other events that could result in a decline in the price of our ADSs and/or notes.

 

Due to the specifics of the issuer’s principal business, its risks, which might lead to reduction of the securities price, are conditional, to a greater extent, on the consolidated risks of the companies controlled by the issuer directly or indirectly.  For the purposes of this section the terms “Company”, “our Company” shall mean both the issuer separately, and together with the companies it controls.

 

2.5.1. Risks Relating to Industry

 

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

 

16



 

juice concentrate. We are substantially dependent upon a single supplier of packaging materials, Tetra Pak, which may make us more vulnerable to changes in global supply and demand and their effect on price and availability of these materials. In addition, we are currently renegotiating certain pricing terms in our framework agreement with Tetra Pak pursuant to which we purchase packaging materials. Failure to conclude an agreement on commercially reasonable terms would have a material adverse effect on our results of operations. Additionally, weather conditions and other factors beyond our control significantly influence the price and availability of our raw materials. A number of our raw materials, such as juice concentrate and sugar, are international commodities and are subject to international price fluctuations.

 

Our success also depends on our continued ability to be an effective advertiser in a market where media inflation on leading national television channels exceeded 80% in 2002. A substantial increase in the prices of any of the foregoing, which we may not be able to pass on to customers through price increases, or a protracted interruption in supply with respect to packaging or raw materials, could have a material adverse effect on our financial condition and results of operations.

 

Economic downturns could hurt our turnover and materially and adversely affect our strategy to increase our sales of premium brands.

 

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.

 

Increased competition and consumer preference for low-price, lower-quality juice products primarily in the region outside of Moscow and St. Petersburg have resulted in declining profit margins in our juice segment, which have adversely affected and may continue to adversely affect our results of operations.

 

Although juice consumption in Russia is increasing, our profit margins on our juice products decreased in 2002 due to vigorous market competition from domestic and foreign producers and to consumer preference for low-price, lower-quality juice products primarily in the regions outside of Moscow and St. Petersburg where per capita household incomes are generally lower. These factors put downward pressure on juice prices in all price categories in 2002. At the same time, prices for juice concentrate increased. A continuation of these trends may cause a further decline in our juice prices and profit margins and, consequently, have a further negative effect on our results of operations.

 

Independent distributors may export our products to countries where such products do not meet the requirements of applicable legislation. The consequent recalls of our products and the associated negative publicity may adversely affect our reputation in the Russian

 

17



 

Federation, the Commonwealth of Independent States, or “CIS”, and abroad, and adversely affect our results of operations.

 

In exporting our products, we attempt to meet the standards and requirements of applicable legislation governing the import of food products into the importing country. Independent distributors have, in some cases, attempted to export our products to countries where such products did not meet the requirements of applicable legislation.

 

Possible implementation of new federal or local government policies, or selective application of existing policies, affecting the food industry could substantially and negatively affect our turnover and operating margin.

 

Possible implementation of new federal or local government policies, or selective application of existing policies, affecting the food industry could have a significant impact on our business. For example, the federal and local governments have been known to implement trade barriers, subsidies and other policies favoring certain producers. Additionally, customs regulations in Russia are unclear, subject to frequent change and are applied inconsistently. The imposition of higher customs duties on products we import would increase the costs of our products and reduce our turnover, while the implementation of price controls on products we produce would reduce our operating margin. For example, federal customs regulations enacted during 2001 subject juice concentrate imports to the highest level of customs duties allowed for that particular category of imports. In addition, federal customs regulations enacted during 2002 stipulate minimum declaration amounts for imported goods. As a result of such regulations, we may be forced to declare a higher value for imported goods than the amount actually paid and, consequently, pay a higher tariff on such goods. Another example of a government regulation that has affected us is Government Regulation No. 988, which, as of January 1, 2004, requires food producers intending to develop and offer a new food product to the public to file an application for the product’s state registration and incorporation into the State Register of Permitted Food Products. The implementation of this regulation may cause delays in the introduction of our new products and result in increased production costs.

 

2.5.2. Political risks

 

Since 1991, Russia has sought to transform itself from a one-party state with a centrally-planned economy to a pluralist democracy with a market-oriented economy. As a result of the sweeping nature of the reforms, and the failure of some of them, the Russian political system remains vulnerable to popular dissatisfaction, as well as to unrest by particular social and ethnic groups. Significant political instability could have a material adverse effect on the value of foreign investments in Russia, including the value of our ADSs and/or notes.

 

The composition of the Russian government—the prime minister and the other heads of federal ministries—has at times been highly unstable. Six different prime ministers, for example, headed governments between March 1998 and May 2000. On December 31, 1999, President Yeltsin resigned and Vladimir Putin was subsequently elected president on March 26, 2000. While President Putin has maintained governmental stability and policies generally oriented towards the continuation of economic reforms, no assurance

 

18



 

can be given that such conditions will continue over time. State Duma elections were held in December of 2003 and presidential elections were held in March 2004. The value of investments in Russia, including in our ADSs and notes, could be reduced and our prospects could be harmed if governmental instability recurs or if reform policies are reversed.

 

The Russian Federation is a federation of republics, territories, regions, cities of federal importance and autonomous areas. The delineation of authority among the members of the Russian Federation and the federal governmental authorities is, in many instances, uncertain and sometimes contested. Lack of consensus between the federal government and local or regional authorities often results in the enactment of conflicting legislation at various levels and may result in political instability. This lack of consensus hinders our long-term planning efforts and creates uncertainties in our operating environment, both of which may prevent us from efficiently carrying out our expansion plans. Additionally, ethnic, religious, historical and other divisions have, on occasion, given rise to tensions, and in certain cases, to military conflict. Russian military forces have been engaged in Chechnya in the past and are currently involved in ground and air operations there. The spread of violence, or its intensification, could have significant political consequences. These include the imposition of a state of emergency in some or all of the Russian Federation. These events could materially adversely affect the value of investments in Russia, including in the value of our ADSs and notes.

 

Since the dissolution of the Soviet Union, the Russian economy has experienced:

 

significant declines in gross domestic product;

hyperinflation;

an unstable currency;

high government debt relative to gross domestic product;

a weak banking system providing limited liquidity to Russian enterprises;

high levels of loss-making enterprises that continued to operate due to the lack of effective bankruptcy proceedings;

significant use of barter transactions and illiquid promissory notes to settle commercial transactions;

widespread tax evasion;

growth of a black and grey market economy;

pervasive capital flight;

high levels of corruption and the penetration of organized crime into the economy;

significant increases in unemployment and underemployment; and

the impoverishment of a large portion of the Russian population.

 

The Russian economy has been subject to abrupt downturns. In particular, on August 17, 1998, in the face of a rapidly deteriorating economic situation, the Russian government defaulted on its ruble-denominated securities, the Central Bank of Russia stopped its support of the ruble and a temporary moratorium was imposed on certain hard currency payments. These actions resulted in an immediate and severe devaluation of the ruble and a sharp increase in the rate of inflation, a dramatic decline in the prices of Russian debt and equity securities and an inability of Russian issuers to raise funds in the international capital markets.

 

19



 

These problems were aggravated by the near collapse of the Russian banking sector after the events of August 17, 1998, as evidenced by the revocation of the banking licenses of a number of major Russian banks. This further impaired the ability of the banking sector to act as a consistent source of liquidity to Russian companies, and resulted in the losses of bank deposits in some cases. There can be no assurance that recent trends in the Russian economy—such as the increase in the gross domestic product, a relatively stable ruble, and a reduced rate of inflation—will continue or will not be abruptly reversed. Moreover, the recent fluctuations in international oil and gas prices, the strengthening of the ruble in real terms relative to the U.S. dollar and the consequences of a relaxation in monetary Russia’s physical infrastructure is in very poor condition, which could disrupt normal business activity. As a general matter, Russia’s physical infrastructure largely dates back to Soviet times and has not been adequately funded and maintained over the past decade. Particularly affected are the rail and road networks, power generation and transmission; communication systems; and building stock. For example, during the winter of 2000-2001, electricity and heating shortages in Russia’s far-eastern Primorye region seriously disrupted the local economy. Road conditions throughout Russia are poor, with many roads not meeting minimum requirements for usability and safety. The deterioration of Russia’s physical infrastructure harms the national economy, disrupts the transportation of goods and supplies, adds costs to doing business in Russia and can interrupt business operations, and this could have a material adverse effect on our business and the value of our ADSs and notes.

 

Russia’s economy is vulnerable to market downturns and economic slowdowns elsewhere in the world. As has happened in the past, financial problems or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investment in Russia and adversely affect the Russian economy. Additionally, because Russia produces and exports large amounts of natural gas and oil, the Russian economy is especially vulnerable to the price of natural gas and oil on the world markets and a decline in the price of natural gas and oil could slow or disrupt the Russian economy. These developments could severely limit our access to capital and could adversely affect the purchasing power of our customers and thus our business.

 

2.5.3. Risks Relating to Our Financial Condition

 

Inflation could increase our costs and decrease our operating margins.

 

The Russian economy has been characterized by high rates of inflation, including a rate of 84.4% in 1998, although, according to the Central Bank of Russia, it subsided to 15.1% during 2002. When the rate of inflation exceeds the rate of devaluation, resulting in real appreciation of the ruble against the U.S. dollar, we can experience inflation-driven increases in U.S. dollar terms of certain of our costs, such as salaries, which are sensitive to rises in the general price levels in Russia. In this situation, due to competitive pressures, we may not be able to raise the prices for our products sufficiently to preserve operating margins. Accordingly, high rates of inflation in Russia relative to the rate of devaluation could increase our costs and decrease our operating margins.

 

20



 

Changes in exchange rates could increase our costs, decrease the value of our ruble-denominated monetary assets, prevent us from repaying our debts, or increase competition from foreign producers.

 

Strengthening of the ruble results in a relative decrease in the price of imported products, as does a strengthening of the ruble in real terms (even if it declines in nominal terms). The strengthening of the ruble in nominal or real terms enhances our ability to import raw materials, to cover our U.S. dollar-denominated or U.S. dollar-linked costs and to repay our U.S. dollar-denominated indebtedness, but also increases the ability of foreign producers who export products to Russia to compete effectively with us in the Russian market.

 

Our inability to obtain permission from the Central Bank of Russia pursuant to currency control regulations may hinder our ability to enter into certain hard-currency-denominated transactions.

 

Certain payments in foreign currency are subject to prior permission by the Central Bank of Russia, including, with various exceptions, the following:

 

direct investments, except investments from abroad in the charter capital of a Russian company;

payments with respect to real estate, except acquisition of real estate by non-residents and lease payments by non-residents;

portfolio investments; and

payments for export-import transactions with settlement over 90 days following completion.

 

These regulations are subject to substantial changes and varying interpretations, complicating both the process of determining whether permission of the Central Bank of Russia is required and the process of obtaining permission. If we are unable to obtain Central Bank of Russia permissions for hard-currency-denominated transactions requiring such permissions, our ability to enter into such transactions may be hindered. In addition, in the event that we failed in the past to obtain Central Bank of Russia permissions for hard-currency-denominated transactions and borrowings requiring such permissions, such failure could result in severe penalties, including the unwinding of such transactions, fines and administrative penalties assessed against us and criminal and administrative penalties assessed against our management which, in turn, would negatively affect our business.

 

Restrictions on investments outside Russia or in hard-currency-denominated instruments in Russia expose our cash holdings to devaluation.

 

Though our ability to place foreign currency deposits in Russian banks is not limited, currency regulations established by the Central Bank of Russia restrict investments by Russian companies outside Russia and in most hard-currency-denominated instruments in Russia, and there are only a limited number of ruble-denominated instruments in which we may invest our excess cash. Any balances maintained in rubles will give rise to losses if the ruble devalues against the U.S. dollar. Moreover, defaults on our ruble-denominated investments may result in substantial losses for us.

 

21



 

Some of our customers and other debtors may fail to pay us or to comply with the terms of their agreements with us which could adversely affect our results of operations.

 

Russia’s inexperience with a market economy relative to more developed economies poses numerous risks that could interfere with our business. For example, the failure to satisfy liabilities is widespread among Russian businesses and the government. Furthermore, it is difficult for us to gauge the creditworthiness of some of our customers, as there are no reliable mechanisms, such as reliable credit reports or credit databases, for evaluating their financial condition. Consequently, we face the risk that some of our customers or other debtors will fail to pay us or fail to comply with the terms of their agreements with us, which could adversely affect our results of operations.

 

Continued or increased limitations on the conversion of rubles to hard currency in Russia could increase our costs when making payments in hard currency to suppliers and creditors and could cause us to default on our obligations to them.

 

Our major capital expenditures are generally denominated and payable in various foreign currencies, including U.S. dollars and euro. To the extent such major capital expenditures involve the importation of equipment and related items, Russian legislation permits the conversion of ruble revenues into foreign currency. However, the market in Russia for the conversion of rubles into foreign currencies is limited. The scarcity of foreign currencies may tend to inflate their values relative to the ruble, and such a market may not continue to exist.

 

Additionally, any delay or other difficulty in converting rubles into a foreign currency to make a payment or delay or restriction in the transfer of foreign currency could limit our ability to meet our payment and debt obligations, which could result in the loss of suppliers, acceleration of debt obligations and cross-defaults.

 

If the various initiatives we have used to reduce our tax burden are successfully challenged by the Russian tax authorities, we will face significant losses associated with the assessed amount of tax underpaid and related interest and penalties, which would have a material impact on our financial condition and results of operations.

 

We have used, and continue to use, various initiatives to reduce our tax burden. As described below, several of our tax initiatives have recently been challenged by the Russian tax authorities. There have also been press reports of instances in which the Russian tax authorities have successfully challenged structures similar to those we use. If any of our initiatives are successfully challenged by the Russian tax authorities, we would face significant losses associated with the assessed amount of tax underpaid and related interest and penalties. These losses could have a material impact on our financial condition and results of operations.

 

We are only able to conduct banking transactions with a limited number of creditworthy Russian banks as the Russian banking system remains underdeveloped. Consequently, we face increased risk in our domestic banking transactions, including potential tax liabilities.

 

Russia’s banking and other financial systems are not well developed or regulated and Russian legislation relating to banks and bank accounts is subject to varying interpretations and inconsistent applications. In addition, the 1998 financial crisis resulted in the bankruptcy and liquidation of many Russian banks. Most creditworthy Russian

 

22



 

banks are located in Moscow and there are fewer in the regions. Although we have tried to reduce our risk by receiving and holding funds in a number of Russian banks, including subsidiaries of foreign banks, another prolonged banking crisis or insolvency of some of our banks could adversely affect our business and our ability to complete banking transactions in Russia.

 

Vaguely drafted Russian transfer pricing rules and lack of reliable pricing information may potentially impact the financial results of our business activities.

 

Russian transfer pricing rules entered into force in 1999, giving Russian tax authorities the right to make transfer pricing adjustments and impose additional tax liabilities in respect of all controlled transactions, provided that the transaction price differs from the market price by more than 20.0%. Controlled transactions include transactions between related entities and certain other types of transactions between independent parties, such as foreign trade transactions or transactions with significant (by more than 20.0%) price fluctuations. The Russian transfer pricing rules are vaguely drafted, leaving wide scope for interpretation by Russian tax authorities and arbitration courts. Due to the uncertainties in interpretation of transfer pricing legislation, the tax authorities may challenge our prices and propose adjustments. If such price adjustments are upheld by the Russian arbitration courts and implemented, our future financial results could be adversely affected. In addition, we could face significant losses associated with the assessed amount of prior tax underpaid and related interest and penalties, which would have an adverse impact on our financial condition and results of operations.

 

We are exposed to market risk from changes in both foreign currency exchange rates and interest rates.

 

Foreign currency exchange risks exist to the extent that our revenues are primarily denominated in Russian rubles and our costs are denominated in currencies other than Russian rubles. We are subject to market risk deriving from changes in interest rates on our floating and fixed rate debts, which may affect the cost of our financing. We do not use financial instruments, such as foreign exchange forward contracts, foreign currency options, interest rate swaps and forward rate agreements, to manage these market risks. We do not hold or issue derivatives or other financial instruments for trading purposes. We do not use derivatives or other financial instruments to limit our currency and interest rate risk exposures because the market for these types of financial instruments in Russia is not well developed and the costs of these instruments is relatively high. We are monitoring the market for these instruments and will consider their use if the related costs become lower.

 

Our interest rate exposure results mainly from debt obligations. Our fixed-rate bank debt consists entirely of short-term bank obligations, which we roll over on a continuous basis at current market rate and, thus, are able to manage our interest rate risk exposure.

 

We have not entered into transactions designed to hedge against interest rate risks, which may exist under our current, or future, indebtedness. Once the market in Russia for hedging instruments matures, we will assess our options for hedging interest rate risk and may enter into such arrangements.

 

23



 

We have not experienced significant changes in the market risks associated with our debt obligations subsequent to December 31, 2002, except for the issuance of 1.5 billion of ruble-denominated bonds on April 15, 2003.

 

The carrying amounts of short-term loans approximate their fair values due to their short maturity. We believe that the carrying value of our long-term debt approximates its fair value.

 

We are exposed to movements in the ruble and euro exchange rates relative to the U.S. dollar.

 

2.5.4. Risks Relating to the Russian Legal System and Russian Legislation

 

Weaknesses relating to the Russian legal system and Russian legislation create an uncertain environment for investment and for business activity.

 

Russia is still developing the legal framework required by a market economy. Several fundamental Russian laws have only recently become effective. The recent nature of much of Russian legislation, the lack of consensus about the scope, content and pace of economic and political reform and the rapid evolution of the Russian legal system in ways that may not always coincide with market developments place the enforceability and underlying constitutionality of laws in doubt and result in ambiguities, inconsistencies and anomalies. In addition, Russian legislation often contemplates implementing regulations that have not yet been promulgated, leaving substantial gaps in the regulatory infrastructure.

 

Among the risks of the current Russian legal system are:

 

since 1991, Soviet law has been largely, but not entirely, replaced by a new legal regime as established by the 1993 Federal Constitution, the 1995 Civil Code, by other federal laws, and by decrees, orders and regulations issued by the president, the government and federal ministries, which are, in turn, complemented by regional and local rules and regulations. These legal norms, at times, overlap or contradict one another. In addition, certain important bills remain to be adopted in Russia;

there is a lack of judicial and administrative guidance on interpreting Russian legislation;

corruption within the judiciary;

the relative inexperience of judges and courts in interpreting Russian legislation;

a high degree of discretion on the part of governmental authorities; and

bankruptcy procedures are not well developed and are subject to abuse.

 

All of these weaknesses could affect our ability to enforce our rights to intellectual property or under contracts, or to defend ourselves against claims by others. Furthermore, we cannot assure you the regulators, judicial authorities or third parties will not challenge our compliance with applicable laws, decrees and regulations.

 

Lack of independence and the inexperience of the judiciary, the difficulty of enforcing court decisions and governmental discretion in instigating, joining and enforcing claims could prevent us or you from obtaining effective redress in a court proceeding, materially adversely affecting an investment in our ADSs and notes.

 

24



 

The independence of the judicial system and its immunity from economic, political and nationalistic influences in Russia remains largely untested. The court system is understaffed and underfunded. Judges and courts are generally inexperienced in the area of business and corporate law. Judicial precedents generally have no binding effect on subsequent decisions. Not all Russian legislation and court decisions are readily available to the public or organized in a manner that facilitates understanding. The Russian judicial system can be slow. Enforcement of court orders can in practice be very difficult in Russia. All of these factors make judicial decisions in Russia difficult to predict and effective redress uncertain.

 

Additionally, court claims are often used in furtherance of political aims. We may be subject to such claims and may not be able to receive a fair hearing. Additionally, court orders are not always enforced or followed by law enforcement agencies.

 

These uncertainties also extend to property rights. During Russia’s transformation from a centrally planned economy to a market economy, legislation has been enacted to protect private property against expropriation and nationalization. However, it is possible that due to the lack of experience in enforcing these provisions and due to potential political changes, these protections would not be enforced in the event of an attempted expropriation or nationalization, or if our business is reorganized. Some government entities have tried to renationalize privatized businesses. Expropriation or nationalization of any of our entities, their assets or portions thereof, potentially without adequate compensation, would have a material adverse effect on our business and on the value of our ADSs and notes.

 

Shareholder liability under Russian legislation could cause us to become liable for the obligations of our subsidiaries.

 

The Civil Code and the Federal Law on Joint Stock Companies generally provide that shareholders in a Russian joint stock company are not liable for the obligations of the joint stock company and bear only the risk of loss of their investment.

This may not be the case, however, when one person or entity is capable of determining decisions made by another. The person or entity capable of determining such decisions is called an effective parent. The person or entity whose decisions are capable of being so determined is called an effective subsidiary. The effective parent bears joint and several responsibility for transactions concluded by the effective subsidiary in carrying out these decisions if

 

this decision-making capability is provided for in the charter of the effective subsidiary or in a contract between the companies, and

the effective parent gives obligatory directions to the effective subsidiary.

 

In addition, an effective parent is secondarily liable for an effective subsidiary’s debts if an effective subsidiary becomes insolvent or bankrupt resulting from the action or inaction of an effective parent. This is the case no matter how the effective parent’s capability to determine decisions of the effective subsidiary arises. For example, this liability could arise through ownership of voting securities or by contract. In these instances, other shareholders of the effective subsidiary may claim compensation for the effective subsidiary’s losses from the effective parent, which caused the effective subsidiary to take action(s) or fail to take action(s) knowing that such action(s) or failure to take action(s) would result in losses. Accordingly, in our position as effective parent of

 

25



 

the subsidiaries in which we own, directly or indirectly, more than 50% of the charter capital, we could be liable, in the cases described above, for their debts.

 

The taxation system in Russia is subject to frequent changes and inconsistent enforcement at the federal, regional and local levels.

 

In some instances, new tax rules have been given retroactive effect. In addition to our substantial tax burden, these conditions complicate our tax planning and related business decisions. For example, tax laws are unclear with respect to the deductibility of certain expenses and at times we have taken a position that is aggressive in this regard, but that we consider to be in compliance with current law. This uncertainty exposes us to significant fines and penalties and to enforcement measures despite our best efforts at compliance, and could result in a greater than expected tax burden. To date, the system of tax collection has been relatively ineffective, resulting in the continual imposition of new taxes in an attempt to raise government revenues. These factors raise the risk of a sudden imposition of arbitrary or onerous taxes on us. This could adversely affect the value of our ADSs and notes. There is a risk of imposition of new taxes on us, which could adversely affect the price or value of our ADSs and notes. During 2000, 2001 and 2002, the Russian government undertook a revision of the Russian tax system and passed certain laws implementing tax reform. The new laws reduce the number of taxes and the overall tax burden on businesses and simplify the tax laws. However, the new tax laws continue to rely heavily on the judgments of local tax officials and fail to address many existing problems. Many issues associated with the practical application of new legislation are unclear and this complicates our tax planning and related business decisions. This uncertainty may expose us to fines and penalties. Even if further reforms of the Tax Code are enacted, they may not result in significant reduction of the tax burden for Russian companies and the establishment of a more efficient tax system. Conversely, additional tax collection measures may be introduced. Accordingly, we may have to pay significantly higher taxes, which could have a material adverse effect on our business.

 

In the event that minority shareholders were to contest successfully existing, or were to prevent future, approval of transactions among our subsidiaries which require special approval in accordance with Russian legislation, this could limit our operational flexibility and adversely affect our results of operations.

 

We own less than 100% of a number of our subsidiaries, including our most important subsidiary, Lianozovo Dairy Plant. Under Russian law, certain transactions defined as “interested party transactions” require approval by disinterested directors or shareholders of the companies involved. “Interested party transactions” include transactions in which a member of the board of directors, an officer of a company or any person that owns, together with any affiliates of that person, at least 20% of a company’s voting shares, or any person that is entitled to give binding instructions to a company, is interested, if that person, or that person’s relatives or affiliates, is:

 

a party to, or a beneficiary of, a transaction with the company, whether directly or as a representative or intermediary;

 

26



 

the owner of at least 20% of the issued voting shares of a legal entity that is a party to, or a beneficiary of, a transaction with the company, whether directly or as a representative or intermediary; or

a member of the board of directors or an officer of a company which is a party to, or a beneficiary of, a transaction with the company, whether directly or as a representative or intermediary.

 

In addition, certain transactions between members of a consolidated corporate group may be considered interested party transactions under Russian law even when the companies involved are wholly owned by the parent company. While we generally endeavor to obtain all corporate approvals required under Russian law to consummate transactions, we have not always applied special approval procedures in connection with our consummation of transactions with or between our subsidiaries. In the event that a claim is filed in relation to certain transactions with or between our subsidiaries, such transactions are found to have been interested party transactions, and we are found to have failed to obtain the appropriate approvals therefore, such transactions may be declared invalid. The unwinding of any transactions concluded with or between our subsidiaries may have a negative impact on our business and results of operation.

 

2.5.5. Risks Relating to Our Business

 

At present, however, we do not carry insurance for business interruption or for third party liability in respect of property or environmental damage arising from accidents. 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, which, in turn, could cause significant harm to our operations and profitability. 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. We do not maintain separate funds or otherwise set aside reserves for these types of events.

 

A number of our subsidiaries purchase equipment, which they then, in turn, lease to raw material producers. In addition, many of our dairy plants that also produce juice products, including the Lianozovo Dairy Plant, lease equipment to juice producers. Prior to February 11, 2002, when the new Federal Law on Licensing of Certain Types of Activities became effective, Russian legislation required a license for financial leasing activities, but it is unclear whether this requirement extended to our leasing activities. Although leasing activities are no longer subject to licensing, in the event that the relevant governmental authorities were to successfully claim that a license was required for our past leasing activities, we would be subject to significant negative consequences such as the potential liquidation of the leasing entity and invalidation of the relevant contracts.

 

If any of our subsidiaries is forced into liquidation due to negative net equity, our results of operations could suffer.

 

27



 

In accordance with Russian legislation, in the event that a company’s net assets, as stated in the annual balance sheet prepared under Russian accounting standards, fall below the minimum charter capital required by law, the company must voluntarily liquidate. Should the company fail to act, its creditors may accelerate their claims or demand early performance of obligations and demand payment of damages, and governmental authorities may seek the involuntary liquidation of the company.

 

Our expansion strategy depends, in part, on funding growth in additional 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 our 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, identify or react to changes in consumer preferences and consequent failure successfully to develop new brands, products and product categories could negatively affect our expansion strategy and have a significant adverse effect on our revenues.

 

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 may suffer.

 

The demand for our dairy products is significantly higher during the winter months, when Russian raw milk production is at its lowest. Conversely, during the summer months we generally experience depressed demand for dairy products in many markets, while raw

 

28



 

milk production is at its peak. If we are unable to mitigate this inverse relationship successfully, either through the purchase of raw milk during the winter at commercially competitive prices or through the use of dry milk, our production costs will increase significantly in the winter, reducing our profitability.

 

We also compete with other brands for shelf space in retail stores and marketing focus by our independent distributors and retailers, and our independent distributors and retailers offer other products, sometimes including their own brands, that compete directly with our products. If independent distributors 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 and reduce our competitiveness and profitability.

 

Our management information system is significantly less developed in certain respects than those of food producers in more developed markets and may not provide our management with as much or as accurate information as those in more developed markets. In addition, we may encounter difficulties in the ongoing process of implementing and enhancing our management information system. Our inability to maintain an adequate management information system may adversely affect our business.

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 in Western Europe or North America.

 

Increased domestic production by our foreign competitors could reduce our competitive advantages against them, which would adversely affect our market share and results of operations.

 

A number of our foreign competitors, such as Danone, Parmalat, Campina, Ehrmann, Onken, and Pascuale, have begun to invest in domestic production facilities, beginning to reduce the competitive advantages that we have over foreign competitors without domestic production capability. If this trend continues, we will lose a significant advantage that we currently have, as a domestic producer, over our foreign competitors, which would adversely affect our market share and results of operation.

 

III Detailed information on the Issuer

 

3.1.                            Issuer’s background and development

 

3.1.1. Data on Issuer’s proprietary name

Issuer’s full proprietary name.

Open Joint Stock Company “Wimm-Bill-Dann Foods”

Abbreviated name.

 

29



 

WBD Foods

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

 

3.1.2. Data on Issuer’s state registration record

 

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

OGRN                                                              1037700236738

The date of entry into the Unified State Register of Legal Entities: 19.02.2003.  The name of the registrar: Inderdistrict Inspectorate of the Ministry of Taxes and Levies No. 39, Moscow

 

3.1.3. Data on Issuer’s establishment and development.

 

Term of Issuer’s existence: since 31.05.2003

Issuer is established for an indefinite term

 

History of the Issuer’s Foundation and Activities.

 

Open Joint-Stock Company “Wimm-Bill-Dann Foods” (hereinafter referred to as the Issuer or the Company) was registered on May 31, 2001. The purpose of its creation was to consolidate several production and trading companies, whose shares had been privately owned by a group of persons and were transferred to the Company by including them in authorized capital during its creation in 2001. Control over and management of the WBD Group are the Issuer’s principal areas of activity. In keeping with Article 4 of the Issuer’s Charter, “The main purpose of the Company is to fully satisfy the demand of legal entities and private persons in products (works, services), produced (performed, provided) in accordance with its charter activity, and to receive profits. On February 14, 2002, OJSC Wimm-Bill- Dann Foods completed the public issue of and registered common shares represented by American depositary receipts (ADR) at the New York Stock Exchange under the “WBD” symbol. Each ADR represents one basic common share of the Company.

 

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.

 

30



 

3.1.4. Contact data

 

Location: 109028, Moscow, Yauzsky Boulevard, 16/15, office 306

Tel.: (095) 733-9727

Fax: (095) 733-9736

E-mail: KolesnikovIM@wbd.ru

Internet page(s) displaying information contained in this quarterly report: www.wbd.ru

 

3.1.5. Taxpayer’s identification number.

 

7709342399

 

3.1.6.Issuer’s branches and representative offices

 

None

 

3.2. Description of Issuer’s primary areas of operations

 

3.2.1. Issuer’s branch/sectorial affiliation.

 

OKWED Codes:

15.98, 15.51.13, 15511, 51.34.1, 51.38.22, 74.13.1, 15.32, 55.51, 52.25.2, 15.88, 22.13, 74.14, 74.84.

 

3.2.2. Issuer’s primary activity

 

Food industry has gained maximum advantages as a result of devaluation of the ruble in 1998 and steady growth of the population’s real earnings in the last three years. Besides, the increasing flow of direct investment in the industry has led to a better quality of Russian-made products and their higher competitiveness. Regardless of the rising rate of the ruble in real terms, the share of imported goods in the consumption structure is about 3%. Thus competition in food industry is mainly centered around Russian brands. As a result, the rate of growth in food industry was the highest in the Russian economy, amounting to 11.5% in 2000 and 11.2% in 2001. Mindful of the expected GDP growth by 4-4.5% and 8% rise of the population’s real earnings in 2002, growth in food industry may exceed 9.5%.

 

There are sufficient grounds to hope that the industry’s consolidation, higher quality of products, and expected annual 5-6% rise in real earnings will help food industry remain among the leaders of Russia’s economic growth. The flow of foreign investment in the industry that has amounted to two-thirds of the total direct foreign investments in Russia in the last two years also confirms this assumption.

 

Recent industrial developments show that the consolidation of food industry is likely to bring about the emergence of large domestic producers capable of competing effectively on the market.

 

On the other hand, one may expect increasing competition on the part of foreign companies such as Danone, Parmalat, Campina and Erhmann that have set up the production of dairy products in Russia. Their market advantages include a large

 

31



 

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 twenty 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, 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.

 

32



 

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.

 

33



 

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%.

 

Through license agreements, Wimm-Bill-Dann Foods Open Joint Stock Company grants the right to use:

 

                  trademarks owned by it;

                  the RAT and LIASOFT computer programs.

 

WBD Foods also provides comprehensive management consulting services. The sales volume of WBD Foods for 2001 through 1st quarter 2004 is presented in the following tables:

 

2001

 

No.

 

Income

 

TOTAL, thou. rubles

 

Share of total revenue,
%

 

1

 

Sales income, exclusive of VAT

 

2,198

 

100

 

1.1.

 

including: sale of services in respect of granting use of trademarks

 

2,198

 

100

 

 

2002

 

No.

 

Income

 

TOTAL, thou. rubles

 

Share of total revenue,
%

 

1

 

Sales income, exclusive of VAT

 

5,310

 

100

 

1.1.

 

including: sale of services in respect of granting use of trademarks

 

5,310

 

100

 

 

2003

 

No.

 

Income

 

TOTAL, thou. rubles

 

Share of total revenue,
%

 

1

 

Sales income, exclusive of VAT

 

470,528

 

100

 

1.1.

 

including: sale of services in respect of granting use of trademarks

 

392,075

 

83.33

 

1.2.

 

consulting services

 

63,808

 

13.56

 

1.3.

 

sale of management consulting services

 

14,296

 

3.04

 

1.4.

 

compensation for granting suretyship guarantees

 

9

 

0.00

 

1.5.

 

software implementation services

 

340

 

0.07

 

 

34



 

1st quarter 2004

 

No.

 

Income

 

TOTAL, thou. rubles

 

Share of total revenue,
%

 

1

 

Sales income, exclusive of VAT

 

100,583

 

100

 

1.1.

 

including: sale of services in respect of granting use of trademarks

 

96,616

 

96.06

 

1.2.

 

consulting services

 

21

 

0.02

 

1.3.

 

sale of management consulting services

 

1,808

 

1.8

 

1.4.

 

other

 

90

 

0.09

 

1.5.

 

software implementation services

 

2,048

 

2.03

 

 

3.2.3                     Main types of products (works, services)

 

See also section 3.2.2 of this report

 

Cost Price of Services Rendered, thou. rubles

 

No.

 

Expense

 

2001

 

2002

 

2003

 

1st quarter
2004

 

1

 

Depreciation of intangible assets

 

7

 

22

 

227

 

42

 

2

 

Wages and salaries with deductions

 

 

 

 

 

27,353

 

707

 

3

 

Travel expenses

 

 

 

 

 

2,137

 

1,307

 

4

 

Goods

 

 

 

 

 

 

 

62

 

 

 

TOTAL

 

7

 

22

 

29,717

 

2,118

 

 

Issuer’s Administrative Expenses, thou. rubles

 

No.

 

Expense

 

2001

 

2002

 

2003

 

1st quarter 2004

 

1

 

Depreciation of fixed assets

 

 

 

 

 

2,966

 

1,798

 

2

 

Office stationery and business supplies

 

 

 

 

 

1,679

 

337

 

3

 

Depreciation of intangible assets

 

 

 

 

 

1,588

 

1,482

 

4

 

Amortization of commercials

 

 

 

 

 

3,429

 

 

 

5

 

Wages and salaries

 

102

 

10,965

 

158,764

 

60,415

 

6

 

Allocations to Pension Fund

 

36

 

 

 

7,423

 

10,614

 

7

 

Unified Social Tax

 

22

 

1,208

 

13,027

 

2,858

 

8

 

Reserves for future leave

 

 

 

 

 

10,930

 

5,585

 

9

 

Rent

 

6

 

11

 

126,229

 

39,995

 

10

 

Travel expenses

 

 

 

 

 

8,020

 

4,522

 

11

 

Representative expenses

 

 

 

34

 

2,123

 

795

 

12

 

Audit services

 

 

 

22,929

 

25,772

 

5,581

 

13

 

Recruitment services

 

 

 

 

 

2,844

 

198

 

14

 

Legal and notary services

 

174

 

118

 

43,188

 

6,945

 

15

 

Advertising

 

 

 

 

 

16,427

 

2,423

 

16

 

Informational and consulting services

 

 

 

17,218

 

68,736

 

1,835

 

17

 

Communications

 

 

 

 

 

4,912

 

1,736

 

18

 

other

 

 

 

999

 

16,517

 

2,964

 

19

 

Expenses associated with securities issue

 

 

 

14,332

 

 

 

 

 

20

 

Expenses for organization administration

 

 

 

836

 

 

 

 

 

 

 

TOTAL

 

340

 

68,650

 

514,574

 

150,083

 

 

35



 

3.2.4                     Issuer’s suppliers whose share amounts to 10% or more from the total inventory supplies, with the indication of their shares in the total supplies volume

 

No.

 

Supplier of works, services

 

Thousand rubles

 

%

 

1

 

Latham&Watkins Partnership

 

2 893

 

3.57

 

2

 

Lianozovo Dairy PJSC

 

42 452

 

52.31

 

3

 

Ernst & Young (CIS) Limited

 

5 809

 

7.16

 

4

 

LANIT ZAO

 

2 998

 

3.69

 

5

 

Other

 

27 005

 

33.27

 

 

 

TOTAL

 

81 157

 

100

 

 

3.2.5. Markets for products (works, services) of the Issuer

 

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.

 

Wimm-Bill-Dann Foods Open Joint-Stock Company provides consultation services, as well as grants rights to use trademarks it owns through conclusion of license agreement both in the territory of the Russian Federation and in CIS countries: Kirgyzstan and Ukraine.

 

Through license agreements, the Issuer grants the right to use:

 

                  trademarks owned by it;

                  the RAT and LIASOFT computer programs.

 

The volume of services rendered by WBD Foods since 2001 is presented by region in the following tables:

 

2001

 

No.

 

Country

 

Volume of services
rendered, thou. rubles

 

% of total volume of services
rendered

 

1

 

Russia

 

2,198

 

100

 

2

 

CIS countries, total:

 

 

 

 

 

 

 

including:

 

 

 

 

 

2.1.

 

Kyrgyzstan

 

 

 

 

 

2.2.

 

Ukraine

 

 

 

 

 

 

 

TOTAL

 

2,198

 

100

 

 

36



 

2002

 

No.

 

Country

 

Volume of services
rendered, thou. rubles

 

% of total volume of services
rendered

 

1

 

Russia

 

5,156

 

97.1

 

2

 

CIS countries, total:

 

 

 

 

 

 

 

including:

 

 

 

 

 

2.1.

 

Kyrgyzstan

 

 

 

 

 

2.2.

 

Ukraine

 

 

 

 

 

3

 

other

 

154

 

2.9

 

 

 

TOTAL

 

5,310

 

100

 

 

2003 r.

 

No.

 

Country

 

Volume of services
rendered, thou. rubles

 

% of total volume of services
rendered

 

1

 

Russia

 

462,943

 

98.39

 

2

 

CIS countries, total:

 

2,649

 

0.56

 

 

 

including:

 

 

 

 

 

2.1.

 

Kyrgyzstan

 

417

 

0.09

 

2.2.

 

Ukraine

 

2,232

 

0.47

 

3

 

other

 

4,936

 

1.05

 

 

 

TOTAL

 

470,528

 

100

 

 

1 quarter 2004 r.

 

No.

 

Country

 

Volume of services
rendered, thou. rubles

 

% of total volume of services
rendered

 

1

 

Russia

 

99,051

 

98.48

 

2

 

CIS countries, total:

 

1,532

 

1.52

 

 

 

including:

 

 

 

 

 

2.1.

 

Kyrgyzstan

 

110

 

0.11

 

2.2.

 

Ukraine

 

1,422

 

1.41

 

 

 

TOTAL

 

100,583

 

100

 

 

3.2.6                     Practice in relation to working capital and reserves

 

The issuer’s policies with regard to working capital consist of increasing working capital turnover and keeping working capital at the minimum level necessary for current activity.

 

No.

 

Item

 

For 1st quarter 2004

 

1

 

Inventory turnover ratio

 

2.77

 

2

 

Turnover time (days)

 

33

 

 

Inventory turnover ratio based on sales volume (Rn):

Rn =  Revenue from services sold (line 010 on Form 2) / 0.5 (inventory at start of year + inventory at end of year) according to line 210 on Form 1

 

Turnover time in days = Length of the reporting period in days / Rn

 

37



 

3.2.7. Raw materials

 

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, Tetra Pak, which may make us more vulnerable to changes in global supply and demand and their effect on price and availability of these materials. In addition, we are currently renegotiating certain pricing terms in our framework agreement with Tetra Pak pursuant to which we purchase packaging materials. Failure to conclude an agreement on commercially reasonable terms would have a material adverse effect on our results of operations. Additionally, weather conditions and other factors beyond our control significantly influence the price and availability of our raw materials. A number of our raw materials, such as juice concentrate and sugar, are international commodities and are subject to international price fluctuations.

 

A substantial increase in the prices of any of the foregoing, which we may not be able to pass on to customers through price increases, or a protracted interruption in supply with respect to packaging or raw materials, could have a material adverse effect on our financial condition and results of operations.

 

The main raw materials we use to produce our dairy and juice products include the following:

 

raw milk, which we generally obtain from domestic farmers;

dry milk, which we generally obtain from small domestic producers or import;

bacteria cultures, which we generally import, although we have begun to develop our own cultures;

flavorings and sweeteners, which we generally import;

juice concentrate and juice puree, which we primarily import, but also purchase domestically; and

other ingredients such as frozen fruits and stabilizers.

 

The prices of each of the foregoing raw materials are generally volatile.

 

Our purchasing policy is to increase the share of locally produced food raw materials that satisfy our quality standards.

 

We have focused on developing partnerships with established leaders in the field of local food production, including the leading Russian raw milk, dry milk, fruit and sugar producers. In each region where we require raw milk, we establish direct supply contracts with local individual farmers and collective farms. We have also begun entering into more purchasing arrangements with Russian suppliers of raw materials in the juice sector. In 2002 we also acquired Depsona, a fruit juice and concentrate producer in Central Russia, which will allow us to reduce our dependence on imported juice concentrates. We purchase substantially all of our raw materials directly and do not engage in a significant amount of barter transactions. We also purchase certain raw materials such as bacteria cultures, juice concentrate and flavorings from foreign manufacturers due to the

 

38



 

unavailability of products of appropriate quality locally. We use quality raw materials, supplied by producers from approximately 25 countries such as Cargill (U.S.), Quatrale (Brazil), Jahncke (Germany), Givaudan (Germany), Hahn (Germany), Wild (Germany), and Firmenich (Switzerland). Our flagship “J-7” juice line, the best-selling juice brand in Russia, was created with consulting assistance from Cargill - the world’s largest supplier of juice concentrates.

 

3.2.8. Major Competitors.

 

By virtue of its primary mission – control, management, and services in the interests of the WBD Group – the Issuer does not have competitors. Consequently, it would be impossible to analyze the Issuer’s market share and its competitiveness factors in terms of their importance and with an allowance for factor ratings.

 

The principal competitors of the WBD Group on traditional and enriched dairy products markets include Russian producers such as Petmol (St. Petersburg), Ostankinsky, Ochakovsky, and Cherkizovsky Dairies (Moscow) as well as small manufacturers in Russian regions. On the market of vitamin-fortified dairy products, the WBD Group competes mainly with Danone. As for yogurts, milk desserts, and, to some extent, dairy products for children, the main competitors of the WBD Group are foreign companies such as Danone, Campina, Onken and 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 2002 Danone’s sales in the yogurt and milk dessert segment amounted to 11.7% and in enriched dairy products – 9,7%;

 

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 2002 the company’s share was 7.6% in the traditional dairy segment and 9,7% in enriched dairy products, 6.3% - in the yogurt and milk dessert segment while the share of Parmalat in the traditional dairy segment reached 1.5%;

 

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 2002 the company’s share was 5.1% in the traditional dairy segment and 3.3% - in the enriched products segment.

 

The shares of the WBD Group and its principal competitors for enlarged product categories on the dairy market, % (for the 2003, according to AC Nielsen Retail Audit research):

 

39



 

Item

 

WBD
Group

 

Danone

 

Petmol

 

Ochakovsky Dairy

 

Yogurts and milk desserts

 

43.3

 

14.3

 

5.2

 

 

Traditional dairy products

 

32.5

 

 

7

 

5.7

 

Enriched products

 

46.7

 

11.8

 

7.5

 

6.9

 

The market’s total

 

35.8

 

3.9

 

6.8

 

5.5

 

 

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 market for the 2003 was 29.3% as shown by the study conducted by Business Analitika Retail Audit in eleven largest 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 market for the 2003 was 22.8% as shown by the study conducted by Business Analitika Retail Audit 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 on market for the 2003 was 9.7% according to Business Analitika Retail Audit’s study carried out in eleven largest Russian cities.

 

The shares of the WBD Group and its principal competitors on the juice market, % (as for the 2003, according to Business Analitika Retail Audit’s study conducted in eleven large Russian cities):

 

Juice market

 

WBD
Group

 

Multon

 

Lebedyansky

 

Nidan

 

Others

 

Market share

 

32.8

 

29.3

 

22.8

 

9.7

 

5.4

 

 

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 mineral water. The WBD Group started a serial production of mineral water in March 2003 and sales of mineral water under the “Zapovednik.Valday” trademark started in May 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

 

40


number of Russian 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, Shishkin Les produced at CIS facilities. The WBD Group is planning to position its new trademark “Zapovednik.Valday” 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 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

 

41



 

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:

 

Shares on market of Dairy production*    Shares on market of Juice production

 

 

 

2001

 

2002

 

2003

 

 

 

2001*

 

November-
December
2002**

 

November
December
2003**

 

WBD Group

 

37.0

 

36.2

 

35.8

 

WBD Group

 

37.5

 

34.9

 

29.3

 

Petmol

 

9.1

 

7.6

 

6.8

 

Multon

 

29.0

 

29.4

 

29.3

 

Ochakovsky Dairy

 

3.0

 

4.4

 

5.5

 

Lebedyansky

 

10.9

 

19.7

 

24.8

 

Ostankinsky Dairy

 

3.2

 

2.3

 

2.5

 

Nidan-Ekofrukt

 

6.4

 

9.4

 

11.0

 

PARMALAT

 

2.0

 

1.4

 

1.3

 

 

 

 

 

 

 

 

 

Campina

 

1.8

 

2.0

 

1.8

 

 

 

 

 

 

 

 

 

Piskarevsky Dairy

 

6.4

 

5.4

 

4.8

 

 

 

 

 

 

 

 

 

DANONE

 

2.5

 

3.3

 

3.9

 

 

 

 

 

 

 

 

 

EHRMANN

 

0.8

 

1.4

 

1.4

 

 

 

 

 

 

 

 

 

 


*as per data provided by AC Nielsen Retail Audit (9 cities)

** as per data provided by Business Analitika Retail Audit (11 cities)

 

3.2.9. Data in Issuer’s licences held

Issuer holds no licences

 

3.2.10. Data on Issuer’s joint operation

None during reporting period

 

3.4. Plans of the Issuer’s Future Activities.

Due to the specifics of the Issuer’s primary area of operations, the Issuer’s future activities plans should include a higher efficiency of WBD Group management. The Issuer’s future activities plans are closely connected with the plans of WBD Group. The use of trademarks by WBD Group businesses, offered on the basis of licensing agreements, will constitute the Issuer’s main source of future income.

 

The WBD Group is constantly striving to dynamically develop its business and achieve further competitive advantages.

 

The growing dairy market demands an increase in production volumes without a decline in quality. An increase in juice production capacity is also planned.

 

One of the main competitive advantages of the WBD Group is its powerful and well-established network of independent distributors. In order to support the steady growth of sales, the construction of Cash&Carry stores will continue. The growth of additional

 

42



 

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.

 

3.5. Issuer’s participation in industrial, banking and financial groups, holdings, concerns and associations.

None

 

3.6. Issuer’s Subsidiaries and dependent companies.

The issuer’s activity is inextricably linked and determined by the needs and requirements of its subsidiaries and dependent companies.

 

Name: Public Joint-Stock Company “Lianozovo Dairy”

Abbreviated name: “LMK” PJSC

Location: 127591, Moscow, Dmitrovskoe shosse, d. 108

The grounds to consider the company a subsidiary of the issuer: prevailing share of the issuer in the authorized stock of the company

Issuer’s share in the charter capital of the legal entity: 85.26%

Issuer’s share of the ordinary shares of the subsidiary: 85.26%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

 

43



 

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Name: Open Joint-Stock Company “Dairy”

Location: 353760, Timashevsk, Krasnodar Region. ul. Gibridnaya, d. 2

The grounds to consider the company a subsidiary of the issuer: prevailing share of the issuer in the authorized stock of the company

Issuer’s share in the charter capital of the legal entity: 70.31%

Issuer’s share of the ordinary shares of the subsidiary: 70,31%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Name: Closed Joint-Stock Company “Production and Analytical Group Rodnik”

Location: 103009, Moscow, Bryusov per., d. 8/10, str. 2, 2nd floor, room 13a

The grounds to consider the company a subsidiary of the issuer: prevailing share of the issuer in the authorized stock of the company

Issuer’s share in the charter capital of the legal entity: 100%

Issuer’s share of the ordinary shares of the subsidiary: 100%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of juice and juice containing products.

 

Name: Closed Joint Stock Company “Wimm-Bill-Dann Trading Company”

Location: 103009, Moscow, Bryusov per., d. 8/10, str. 2, 2nd floor, room 17

The grounds to consider the company a subsidiary of the issuer: prevailing share of the issuer in the authorized stock of the company

Issuer’s share in the charter capital of the legal entity: 83.19%

Issuer’s share of the ordinary shares of the subsidiary: 83.19%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of juice and juice containing products.

 

Name: Limited Liability Company “Annino Milk”

Location: Russia, Voronezh Region, rabochii poselok Anna, ul. Sevastopolskaya, d. 4

The grounds to consider the company a subsidiary of the issuer: prevailing share of the issuer in the authorized stock of the company

Issuer’s share in the charter capital of the legal entity: 78.56%

This entity’s share in the Issuer’s charter capital: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

44



 

Name: Closed Joint Stock Company “Gulkevichi Creamery”

Location: 352150, Krasnodar Region, Gulkevichi, ul. Korotkova, d. 155

The grounds to consider the company a subsidiary of the issuer: prevailing share of the issuer in the authorized stock of the company

Issuer’s share in the charter capital of the legal entity: 52.24%

Issuer’s share of the ordinary shares of the subsidiary: 52.24%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Name: Open Joint Stock Company “Kharkov Dairy”

Location: 60172, Ukraine, Kharkov, ul. Roganskaya, d. 149

The grounds to consider the company a subsidiary of the issuer: prevailing share of the issuer in the authorized stock of the company

Issuer’s share in the charter capital of the legal entity: 75.075%

Issuer’s share of the ordinary shares of the subsidiary: 75.075%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Name: Open Joint Stock Company “Baltic milk Dairy” (former “ Roska” OJSC)

Location: St. Petersburg, Russia

The grounds to consider the company a subsidiary of the issuer: prevailing share of the issuer in the authorized stock of the company

Issuer’s share in the charter capital of the legal entity: 100%

Issuer’s share of the ordinary shares of the subsidiary: 100%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Name: Closed Joint Stock Company “Darya”

Location: 310172, Ukraine, Kharkov, ul. Roganskaya, d. 149

The grounds to consider the company a subsidiary of the issuer: prevailing share of the issuer in the authorized stock of the company

Issuer’s share in the charter capital of the legal entity: 98.84%

Issuer’s share of the ordinary shares of the subsidiary: 98.84%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Name: Limited Liability Company “Wimm-Bill-Dann Mineral Water”

Location: 109028, Moscow, Yauzsky Boulevard, d. 16/15

 

45



 

The grounds to consider the company a subsidiary of the issuer: prevailing share of the issuer in the authorized stock of the company

Issuer’s share in the charter capital of the legal entity: 100%

This entity’s share in the Issuer’s charter capital: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Name: Closed Joint Stock Company “Buryn Milk powder Plant”

Location: 245710, Ukraine, Sumy Region, Buryn, Konotopske shose, d. 1

The grounds to consider the company a subsidiary of the issuer: prevailing share of the issuer in the authorized stock of the company

Issuer’s share in the charter capital of the legal entity: 76%

Issuer’s share of the ordinary shares of the subsidiary: 76%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Name: Open Joint Stock Company “Tuimazy Milk Plant”

Location: Republic of Bashkortostan, Tuimazy, ul. Severnaya, d. 9

The grounds to consider the company a subsidiary of the issuer: prevailing share of the issuer in the authorized stock of the company

Issuer’s share in the charter capital of the legal entity: 85%

Issuer’s share of the ordinary shares of the subsidiary: 85%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Name: Open Joint Stock Company “Vladivostok dairy”

Location: Russia, 690087, Vladivostok, ul. Strelochnaya, d.19

The grounds to consider the company a subsidiary of the issuer: prevailing share of the issuer in the authorized stock of the company

Issuer’s share in the charter capital of the legal entity: 97,44%

Issuer’s share of the ordinary shares of the subsidiary: 97,44%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Issuer’s dependent companies

 

Name: Open Joint Stock Company “Tsaritsino Dairy”

Location: 115201, Moscow, 1 Varshavsky proezd, d. 6/10

The grounds to consider the company a dependent company of the issuer: share of the issuer in the authorized stock of the company exceeds 20%

 

46



 

Issuer’s share in the charter capital of the legal entity: 28.74%

Issuer’s share of the ordinary shares of the subsidiary: 28.74%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Name: Open Joint Stock Company “Children’s Dairy Products Factory”

Location: 127591, Moscow, Dmitrovskoe shosse, d. 108-A

The grounds to consider the company a dependent company of the issuer: share of the issuer in the authorized stock of the company exceeds 20%

Issuer’s share in the charter capital of the legal entity: 25.1%

Issuer’s share of the ordinary shares of the subsidiary: 25.1%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Organization: OJSC “Ufamolagroprom”

Location: 450038, Ufa, Internationalnaya street, d.129-a

The grounds to consider the company a dependent company of the issuer: share of the issuer in the authorized stock of the company exceeds 20%

Issuer’s share in the charter capital of the legal entity: 47.7%

Issuer’s share of the ordinary shares of the subsidiary: 47.7%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Name: Open Joint-Stock Company “Bishkeksut”

Location: Kyrgyz Republic, Bishkek, Prospekt Chuy, d. 12A

The grounds to consider the company a dependent company of the issuer: share of the issuer in the authorized stock of the company exceeds 20%

Issuer’s share in the charter capital of the legal entity: 39,66%

Issuer’s share of the ordinary shares of the subsidiary: 39,66%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Name: Open Joint Stock Company “Nizhny Novgorod Dairy

Location: 603309, Nizhny Novgorod, ul.Larina, d. 19

The grounds to consider the company a dependent company of the issuer: share of the issuer in the authorized stock of the company exceeds 20%

Issuer’s share in the charter capital of the legal entity: 44.59%

Issuer’s share of the ordinary shares of the subsidiary: 44.59%

 

47



 

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

Name: Closed Joint Stock Company Karasuk Milk

Location: Russia, Novosibirskaya oblasty, Karasuk, Radischeva street, d.16

The grounds to consider the company a dependent company of the issuer: share of the issuer in the authorized stock of the company exceeds 20%

Issuer’s share in the charter capital of the legal entity: 37.97%

Issuer’s share of the ordinary shares of the subsidiary: 37.97%

This entity’s share in the Issuer’s charter capital: none

This entity’s share of the ordinary shares of the issuer: none

Description of the principal subsidiary’s activities: production and sale of milk and sour milk products.

 

3.7. Composition, structure and cost of the Issuer’s fixed assets, information on acquisition, replacement, withdrawal of the fixed assets, as well as on all encumbrances of the Issuer’s fixed assets

 

3.7.1       Fixed assets

 

At January 1, 2002, and January 1, 2003, the issuer had no fixed assets on its balance sheet.

 

2003, thou. rubles

 

No.

 

Fixed assets group

 

Full value before
reappraisal

 

Residual value
(after
depreciation)
before
reappraisal

 

Date of
reappraisal

 

Full value after
reappraisal

 

Residual value
(after
depreciation)
after reappraisal

 

1

 

Over 3 years to 5 years, inclusive

 

19,149

 

17,348

 

none

 

19,149

 

17,348

 

2

 

Over 5 years to 7 years, inclusive

 

3,325

 

3,224

 

none

 

3,325

 

3,224

 

3

 

Over 7 years to 10 years, inclusive

 

186

 

181

 

none

 

186

 

181

 

4

 

Value less than 10,000 rubles

 

1,082

 

0

 

none

 

1,082

 

0

 

 

 

TOTAL

 

23,742

 

20,753

 

 

 

23,742

 

20,753

 

 

1st quarter 2004, thou. rubles

 

No.

 

Fixed assets group

 

Full value before
reappraisal

 

Residual value
(after
depreciation)
before
reappraisal

 

Date of
reappraisal

 

Full value after
reappraisal

 

Residual value
(after
depreciation)
after reappraisal

 

1

 

Over 3 years to 5 years, inclusive

 

20,656

 

16,670

 

none

 

20,656

 

16,670

 

2

 

Over 5 years to 7 years, inclusive

 

3,749

 

2,967

 

none

 

3,749

 

2,967

 

3

 

Over 7 years to 10 years, inclusive

 

186

 

176

 

none

 

186

 

176

 

4

 

Over 10 years to 15 years, inclusive

 

31

 

30

 

none

 

31

 

30

 

5

 

Over 20 years to 25 years, inclusive

 

11

 

0

 

none

 

11

 

0

 

6

 

Value less than 10,000 rubles

 

6

 

0

 

none

 

6

 

0

 

 

 

TOTAL

 

24,639

 

19,843

 

 

 

24,639

 

19,843

 

 

48



 

3.7.2       Cost of the Issuer’s immovable property

The Issuer owns no immovable property.

 

IV            INFORMATION ON FINANCIAL AND ECONOMIC ACTIVITIES OF THE ISSUER

 

4.1          Results of the financial and economic activities of the Issuer

 

4.1.1       Profits and losses

The indicators reflecting profitability and losses for the relevant accounting period, are given in the table below:

 

Indicator

 

2001

 

2002

 

2003

 

1 quarter
2004

 

Proceeds, thousand rubles

 

2 198

 

5310

 

470 528

 

100 583

 

Gross profit, thousand rubles

 

2 191

 

5 288

 

440 811

 

98 465

 

Net profit (retained profit (non-covered losses), thousand rubles

 

-915

 

252 427

 

94 263

 

5 834

 

Labor productivity, thousand rubles/man

 

439,6

 

1062,00

 

1589,62

 

345,65

 

Yield of capital investments,%

 

 

 

22,67

 

5,07

 

Assets profitability,%

 

-0.1

 

4.14

 

0.77

 

0.05

 

Equity profitability,%

 

-0.1

 

4.14

 

1.52

 

0.09

 

Products profitability (sales),%

 

-0.42

 

47.54

 

20.03

 

5.8

 

Non-covered loss as at the accounting date, thousand rubles

 

915

 

915

 

0

 

0

 

Correlation between non-covered loss as at the accounting date and the balance currency

 

0.1

 

0.01

 

0

 

0

 

 

49



 

4.1.2       Factors having affected the amount of the proceeds from sale of goods, products, works, services and the amount of profits (losses) from the Issuer’s principal business.

 

Services

 

2001

 

2002

 

2003

 

1st quarter 2004

 

Licensing of trademarks under license agreements

 

2,198

 

5,310

 

392,075

 

96,616

 

Management consulting services

 

 

 

 

 

14,296

 

1,808

 

Consulting services

 

 

 

 

 

63,808

 

21

 

Software implementation services

 

 

 

 

 

340

 

2,048

 

other

 

 

 

 

 

9

 

 

 

Total

 

2,198

 

5,310

 

470,528

 

100,583

 

 

The Issuer’s primary activity is the licensing of trademarks under license agreements. Royalty earnings depend on the total value of goods sold under trademarks owned by WBD Foods. License revenue increased in 2003 by 389,877,000 rubles relative to 2001, and continues to hold the top spot in sales volume for the 1st quarter of 2004. The increase is a result of higher production volumes of dairy and juice products sold under the Issuer’s trademarks.

 

4.2. Liquidity of the Issuer

The following indicators are given to define the issuer’s liquidity in the appropriate accounting period:

 

Indicators

 

2001

 

2002

 

2003

 

1 quarter
2004]

 

Own working capital, thousands RUR

 

-19 327

 

4 015 347

 

3 156 375

 

-358 069

 

Capital gearing

 

0.03

 

0.002

 

0.98

 

0.98

 

Equity ratio

 

0.97

 

0.998

 

0.50

 

0.50

 

Rate of stock security by own working capital

 

109.84

 

423.94

 

36.87

 

31.45

 

Fixed asset ratio

 

1.03

 

0.34

 

1.78

 

1.78

 

Liquidity ratio

 

0.20

 

404.63

 

15.05

 

4.17

 

Quick ratio

 

0.19

 

403.44

 

14.56

 

4.03

 

 

50



 

4.3. The Issuer’s Capital and Current Assets, their Structure and Adequacy

 

4.3.1. Size, structure and adequacy of the issuer’s equity and working capital

 

Acct
No.
old/
new

 

Description, thousands RUR

 

Balance as
per
January 1,
2002

 

Balance as
per
January 1,
2003

 

Balance as
per
January 1,
2004

 

Balance as
per
April 1,
2004

 

1

 

Authorized stock

 

700 000

 

880 000

 

880 000

 

880 000

 

2

 

Reserve capital

 

 

 

12 621

 

12 621

 

3

 

Additional capital

 

 

4 958 621

 

4 958 622

 

4 958 622

 

5

 

Retained earnings in the current year

 

 

 

95 078

 

5 834

 

6

 

Retained earnings in the previous years

 

 

252 427

 

238 075

 

333 153

 

6

 

Loss in the previous years

 

-915

 

-915

 

 

 

7

 

Targeted financing and revenues

 

 

 

 

 

8

 

Reserves for deferred expenses and payments

 

 

 

 

3 118

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total:

 

699 085

 

6 090 134

 

6 184 396

 

6 193 348

 

 

4.3.2. Adequacy of the Issuer’s equity and working capital

 

Item, thou. rubles

 

2001

 

2002

 

2003

 

1st quarter 2004

 

Issuer’s operating expenses

 

1,444

 

810,917

 

5,673,379

 

137,215

 

Owners’ equity

 

699,085

 

6,090,133

 

6,184,396

 

6,190,230

 

Issuer’s short-term liabilities

 

24,050

 

9,948

 

81,788

 

295,498

 

 

From 2001 through the 1st quarter of 2004 (inclusive) the level of owner’s equity has been sufficient to meet short-term liabilities and cover the Issuer’s current operating expenses.

 

4.3.3. Cash funds

 

In 2004 the Company will need external financing for its investment activities. The amount of the financing needed shall be contingent on the Company operating profit, revenues of its enterprises, and capital expenditures in the period.

 

The main sources of external financing shall be the Bank loans. Currently, the Company has a good credit history and borrowing facilities with RF biggest banks that considerably exceed the Company needs.

 

Moreover the investment attractiveness of the Company is facilitated by the high investment ratings given by international rating agencies: Moody’s and Standart&Poors.

 

Currently, the Company has no sequestrated accounts and debts on the bank file.

 

51



 

4.3.4. Investments of the Issuer

 

4.3.4.1. Long-Term Investments

 

No.

 

Company Name

 

Long-Term
Investment
Type

 

Total Loans
as per
December 31,
2003, in
thousands
RUR

 

Amount (%) as
per December
31, 2003, in
thousands RUR

 

Repayment Date

 

1

 

2

 

3

 

4

 

5

 

6

 

1

 

TK WBD ZAO

 

revolving credit

 

1417 488

 

11682

 

31.12.2006

 

2

 

Nizhny Novgorod Dairy OAO

 

revolving credit

 

47 265

 

0

 

31.12.2005

 

3

 

Dairy, OAO

 

revolving credit

 

782 638

 

6 341

 

31.12.2005

 

4

 

Novokuybyshevskmoloko OAO

 

revolving credit

 

13 619

 

110

 

31.12.2005

 

5

 

OAO Ramensky Dairy

 

revolving credit

 

292 939

 

2 974

 

31.12.2005

 

6

 

Siberian Milk OJSC

 

revolving credit

 

666 901

 

27 383

 

31.12.2005

 

7

 

TSMK OJSC

 

revolving credit

 

1109 352

 

10 144

 

31.12.2005

 

8

 

Valdai Sanctuaries Ltd

 

revolving credit

 

147 582

 

77

 

31.12.2005

 

 

 

TOTAL:

 

 

 

4 477 784

 

58 711

 

 

 

 

 

 

 

 

Balance as per April 01, 2004

 

No.

 

COMPANY NAME

 

in thousands
RUR

 

Quantity of
Securities

 

Type of
Securities

 

Share in authorized
stock,%

 

 

 

1

 

2

 

3

 

4

 

5

 

 

 

JSC Bishkeksut

 

32 007

 

1 166 480

 

Shares

 

39.66

 

1

 

JSC Kharykov Dairy

 

153 104

 

1 485 587

 

Shares

 

75.08

 

2

 

Karasuk Milk CJSC

 

4 408

 

350 437

 

0

 

0.00

 

3

 

Gulkevichsky Maslozavod ZAO “

 

9 266

 

1 574

 

Shares

 

52.24

 

4

 

CLSC Darya

 

4 762

 

5 116

 

Shares

 

98.84

 

5

 

Rodnik PAG ZAO

 

346 108

 

20 000

 

Shares

 

100.00

 

6

 

CJSC TK WBD

 

240 207

 

985

 

Shares

 

83.19

 

7

 

Burynsky Powdered Milk-Producing Plant OJSC

 

54 825

 

13 038 478

 

Shares

 

76.00

 

8

 

Vladivostok Dairy OJSC

 

31 119

 

670 995

 

Shares

 

97.44

 

9

 

ZDMP OJSC

 

157 416

 

4 666

 

Shares

 

25.10

 

10

 

Lianozovo Dairy OJSC

 

708 752

 

176 609

 

Shares

 

85.26

 

11

 

Nizhny Novgorod Dairy OJSC

 

9 417

 

232 500

 

Shares

 

44.59

 

12

 

Dairy OJSC

 

406 891

 

1 254 392

 

Shares

 

70.47

 

13

 

Roska OJSC

 

367 262

 

2 500 000

 

Shares

 

100.00

 

14

 

Tuymazinsky Milk Plant OAO

 

47 445

 

40 067 779

 

Shares

 

85.00

 

15

 

Ufamolagroprom OJSC

 

96 062

 

29 563 200

 

Shares

 

47.70

 

16

 

TSMK OJSC

 

239 786

 

24 186

 

Shares

 

28.74

 

17

 

Depsona CJSC

 

796 859

 

80

 

Promissory note

 

 

 

18

 

Rubtsovsk Dairy plant CJSC

 

229 301

 

23

 

Promissory note

 

 

 

19

 

Lianozovo Dairy OJSC

 

1 916 227

 

192

 

Promissory note

 

 

 

 

 

Baltic Milk Dairy OJSC

 

279 892

 

28

 

Promissory note

 

 

 

 

 

Valdai Sanctuaries Ltd

 

294 849

 

30

 

Promissory note

 

 

 

 

 

Annino Milk Ltd

 

70 015

 

0

 

Contribution to the authorized stock

 

78.56

 

 

 

WBD Mineral water Ltd

 

10

 

0

 

Contribution to the authorized stock

 

100.00

 

 

 

Total

 

6 495 990

 

90 563 347

 

 

 

 

 

 

52



 

4.3.5. Intangible Assets of the Issuer

 

No.

 

Intangible Assets

 

Original Cost of
Intangible
Assets,
thousand rubles

 

Depreciation of
Intangible Assets in
2003, thousand rubles

 

Depreciated
Cost of
Intangible
Assets,
thousand rubles

 

1

 

Trademarks

 

10 882

 

1016

 

9 866

 

2

 

2003611243 RAT 2003610674

 

6 716

 

1580

 

5 136

 

3

 

LIASOFT 2003611822 automated information system

 

7 710

 

1542

 

6 168

 

4

 

Copyright for ANNUAL REPORT

 

625

 

21

 

604

 

5

 

Inner Web site

 

134

 

2

 

132

 

 

53



 

4.4. Information on the Issuer’s R&D Policies and Expenses, Including Licenses, Patents, New Products, and Research

 

The Company employs considerable financial and manpower resources to develop new product types, with particular emphasis put on projects expected to produce new products and technologies. As per December 31, 2002, our Product Development Department at Lianozovo Milk Plant in Moscow had a stuff of 22 employees. The said Department often cooperates with third parties, such as Russian scientific and research institutes, research companies, and suppliers. In 1999-2000, we spent about USD 1.4 million to set up a new product development department. In 2001, approximately USD 1.3 million was spent to finance activities related to development of new product types, with USD 0.5 million allocated directly for development of new product types, and USD 0.8 million – for expansion of our own scientific and research center. In 2002, we spent about USD 0.9 million for development of new product types.

 

Protection of intellectual property rights is one of the key elements of the Issuer’s R&D policies.

 

1.              Information on the creation of intellectual property

1.1. Trademarks

 

No.

 

Application
No.

 

Country of
filing

 

Application
filing date

 

Applicant

 

Description of trademark

 

1

 

2004701004

 

Russia

 

22 Jan 2004

 

WBD Foods

 

Sim-Bio (verbal)

 

2

 

2004701005

 

Russia

 

22 Jan 2004

 

WBD Foods

 

Bene-Fit (verbal)

 

3

 

2004702357

 

Russia

 

10 Feb 2004

 

WBD Foods

 

Twobio (verbal)

 

4

 

2004702359

 

Russia

 

10 Feb 2004

 

WBD Foods

 

Two-bio (verbal)

 

5

 

2004704336

 

Russia

 

03 Mar 2004

 

WBD Foods

 

chudo-fruktiko (verbal)

 

6

 

2004704868

 

Russia

 

10 Mar 2004

 

WBD Foods

 

“product of the Wimm-Bill-Dann company” (verbal)

 

7

 

2004705230

 

Russia

 

15 Mar 2004

 

WBD Foods

 

Panteleimon (combined)

 

8

 

2004705747

 

Russia

 

19 Mar 2004

 

WBD Foods

 

Wimm-Bill-Dann (verbal)

 

9

 

2004705748

 

Russia

 

19 Mar 2004

 

WBD Foods

 

Image of spoons in an arc (image)

 

10

 

2004706164

 

Russia

 

24 Mar 2004

 

WBD Foods

 

(chudo-voda) (verbal)

 

11

 

2004706165

 

Russia

 

24 Mar 2004

 

WBD Foods

 

(bio-maks) (verbal)

 

12

 

2004706419

 

Russia

 

26 Mar 2004

 

WBD Foods

 

NEO (combined)

 

13

 

2004706420

 

Russia

 

26 Mar 2004

 

WBD Foods

 

(glazurok) (verbal)

 

14

 

2004706541

 

Russia

 

29 Mar 2004

 

WBD Foods

 

(tubio) (verbal)

 

15

 

25989

 

Kazakhstan

 

09 Jan 2004

 

WBD Foods

 

J-7 (three-dimensional)

 

16

 

 

 

China

 

12 Mar 2004

 

WBD Foods

 

J-7 (hieroglyph transcription) (verbal)

 

17

 

 

 

China

 

12 Mar 2004

 

WBD Foods

 

Wimm-Bill-Dann (hieroglyph pronunciation) (verbal)

 

18

 

 

 

China

 

12 Mar 2004

 

WBD Foods

 

Wimm-Bill-Dann (hieroglyph transcription) (verbal)

 

19

 

 

 

Ukraine

 

14 Jan 2004

 

WBD Foods

 

J-7 (three-dimensional)

 

20

 

 

 

Ukraine

 

05 Feb 2004

 

WBD Foods

 

NEO BioVit (combined)

 

21

 

 

 

Ukraine

 

24 Mar 2004

 

WBD Foods

 

NEO Bio Vit (combined)

 

22

 

 

 

WIPO

 

06 Jan 2004

 

WBD Foods

 

Small child with spoon (image)

 

23

 

 

 

WIPO

 

18 Mar 2004

 

WBD Foods

 

Lamber (verbal)

 

 

54



 

1.2.          No applications for patents for inventions, utility models, or industrial designs were filed in the 1st quarter of 2004.

 

2.              Information on legal protection obtained for intellectual property

2.1. Trademarks

 

No.

 

Certificate
No.

 

Date of
registration

 

Country
of filing

 

Owner

 

Description of trademark

 

Valid Until

 

1

 

36739

 

15 Jan 2004

 

Ukraine

 

WBD Foods

 

Wonder Berry/Mors (cherry, red currant) (combined)

 

15 Jun 2011

 

2

 

261571

 

12 Jan 2004

 

Russia

 

WBD Foods

 

0.1 liter bottle (three-dimensional)

 

27 Nov 2012

 

3

 

262687

 

30 Jan 2004

 

Russia

 

WBD Foods

 

(“Enriched products is what you want”) (verbal)

 

23 Sep 2012

 

4

 

262692

 

30 Jan 2004

 

Russia

 

WBD Foods

 

(Lamber) (verbal)

 

01 Nov 2012

 

5

 

262726

 

30 Jan 2004

 

Russia

 

WBD Foods

 

“FRESH-PREMIUM unique technology” (combined)

 

03 Jul 2012

 

6

 

263831

 

19 Feb 2004

 

Russia

 

WBD Foods

 

Milaya Mila (combined)

 

19 Sep 2012

 

7

 

263884

 

20 Feb 2004

 

Russia

 

WBD Foods

 

baia (verbal)

 

19 Mar 2013

 

8

 

263889

 

20 Feb 2004

 

Russia

 

WBD Foods

 

Dzhoifit (verbal)

 

08 Apr 2013

 

9

 

263941

 

25 Feb 2004

 

Russia

 

WBD Foods

 

Ryzhii Ap (combined)

 

21 Jun 2012

 

10

 

263942

 

25 Feb 2004

 

Russia

 

WBD Foods

 

Ryzhii Ap (combined)

 

21 Jun 2012

 

11

 

263947

 

25 Feb 2004

 

Russia

 

WBD Foods

 

Berenika (combined)

 

08 Apr 2013

 

12

 

264376

 

26 Feb 2004

 

Russia

 

WBD Foods

 

Lafresh (verbal)

 

15 Apr 2013

 

13

 

264442

 

28 Feb 2004

 

Russia

 

WBD Foods

 

“Vivat, my city!” (verbal)

 

08 May 2012

 

14

 

264602

 

02 Mar 2004

 

Russia

 

WBD Foods

 

Ryzhii Ap (refrain) (audio)

 

16 Jan 2013

 

15

 

264603

 

02 Mar 2004

 

Russia

 

WBD Foods

 

J -7 FREEDOM (audio)

 

16 Jan 2013

 

16

 

265306

 

16 Mar 2004

 

Russia

 

WBD Foods

 

“MAGICAL LAND” (verbal)

 

27 Apr 2013

 

17

 

265623

 

22 Mar 2004

 

Russia

 

WBD Foods

 

J-7  (three-dimensional)

 

13 Oct 2013

 

18

 

266518

 

05 Apr 2004

 

Russia

 

WBD Foods

 

(Ryzhii Ap) (three-dimensional)

 

16 Apr 2013

 

19

 

266583

 

06 Apr 2004

 

Russia

 

WBD Foods

 

(Freshi) (verbal)

 

31 Dec 2012

 

20

 

266859

 

10 Apr 2004

 

Russia

 

WBD Foods

 

M milk package (three-dimensional)

 

30 Jan 2013

 

 

2.2. No patents were received for inventions, utility models, or industrial designs in the 1st quarter of 2004.

 

4.5. Analysis of the trends of development in the area of primary activity of Issuer.

 

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

 

55



 

constant increase of the real 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

 

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manufacturing capabilities and production basis in order to augment the competitive abilities and capacities of group companies.

 

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.

 

Although juice consumption in Russia is increasing, our profit margins on our juice products decreased in 2002 due to vigorous market competition from domestic and foreign producers and to consumer preference for low-price, lower-quality juice products primarily in the regions outside of Moscow and St. Petersburg where per capita household incomes are generally lower. These factors put downward pressure on juice prices in all price categories in 2002. At the same time, prices for juice concentrate increased. A continuation of these trends may cause a further decline in our juice prices and profit margins and, consequently, have a further negative effect on our results of operations.

 

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 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.

 

See also the analysis of trends of development in the primary Issue’s activity in Section 2.5.5. (Risks relating to our business).

 

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V. Detailed information on the persons in the Issuer’s management and its business activities monitoring bodies and brief information on the Issuer’s staff (employees)

 

5.1. Data on structure and authority of Issuer’s management/administration

 

Structure of Issuer’s management / administration.

 

1. General Meeting of Shareholders;

2. Board of Directors;

3. Chairman of the Management Board;

4. Management Board

 

Competence of the Issuer’s general meeting of shareholders (participants) pursuant to its charter (constituent documents):

The following are assigned to the competence of the General Meeting of Shareholders:

1)     amendment of the Company’s charter or approval of a restated version of the Company’s charter;

2)     reorganization of the Company;

3)     liquidation of the Company, appointment of a liquidation committee, and approval of interim and final liquidation balance sheets;

4)     determination of the number of seats on the Board of Directors, election of its members, and early termination of their powers;

5)     determination of the number, par value, and category (class) of authorized shares and the rights granted by such shares;

6)     increasing the charter capital by means of an increase in the par value of shares or by means of placement of additional shares, unless increases in the charter capital by means of placement of additional shares are assigned by this charter in accordance with the JSC Law to the competence of the Board of Directors;

7)     decreasing the charter capital by means of a decrease in the par value of shares, by acquisition of some shares by the Company for the purpose of reducing their total number, or by cancellation of shares acquired or redeemed by the Company;

8)     election of members of the Audit Committee and early termination of their powers;

9)     approval of the Company’s auditor;

10)   approval of annual balance sheets and annual financial statements, including reports on profits and losses (profit and loss statements) of the Company; distribution of profits, including payment (declaration) of dividends, and losses of the Company on the basis of results of the fiscal year;

11)   determination of the procedure for holding the General Meeting of Shareholders;

12)   election of members of the Counting Committee and early termination of their authorities;

13)   splitting and consolidation of shares;

14)   adoption of resolutions approving transactions in the cases provided for by article 83 of the JSC Law;

15)   adoption of resolutions approving major transactions in the cases provided for by article 79 of the JSC Law;

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.

 

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Competence of the Issuer’s Board of Directors pursuant to its charter (constitutive documents):

The following are assigned to the competence of the Board of Directors (Supervisory Board) :

1)              determination of the priority directions of the Company’s activities;

2)              calling of annual and extraordinary General Meetings of Shareholders , except in the cases provided for by article 55.8 of the JSC Law;

3)              approval of the agenda of the General Meeting of Shareholders;

4)              determination of the date of preparation of the list of persons entitled to participate in the General Meeting of Shareholders, and other issues, assigned to the competence of the Board of Directors in accordance with the provisions of chapter VII of the JSC Law and associated with preparation for and holding of the General Meeting of Shareholders;

5)              placement of bonds and other issued securities by the Company in the cases provided for by the JSC Law;

6)              determination of the price (monetary value) of property and the price of placement and redemption of issued securities in the cases provided for by the JSC Law;

7)              acquisition of shares, bonds, and other securities placed by the Company in the cases provided for by the JSC Law;

8)              formation of the executive bodies of the Company and early termination of their authorities—election of the Chairman of the Management Board and appointment of the members of the Management Board,

9)              determination of the amounts of compensation and reimbursement to be paid to the executive bodies of the Company—the Chairman of the Management Board and the members of the Management Board;

10)        recommendations on the amounts of compensation and reimbursement to be paid to members of the Audit Committee and determination of the amount to be paid for the services of the auditor;

11)        recommendations on the amount of the dividend on shares and the procedure for its payment;

12)        utilization of the reserve fund and other funds of the Company;

13)        approval of internal documents of the Company, with the exception of internal documents whose approval is assigned by the JSC Law to the competence of the General Meeting of Shareholders or assigned by this Charter to the competence of the Company’s executive bodies;

14)        creation of branches and opening of representative offices of the Company;

15)        approval of major transactions in the cases provided for by chapter X of the JSC Law;

16)        approval of the transactions provided for by chapter XI of the JSC Law;

17)        approval of the Company’s registration body and the terms of the contract with the registration body, and termination of the contract with the registration body;

18)        other issues provided for by the JSC Law and Company’s charter….

 

Competence of the Issuer’s individual and collective executive bodies in accordance with its charter (constitutive documents):

 

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“ 17.1. Management of the Company’s current activities shall be carried out by the individual executive body of the Company— the Director (Chairman of the Management Board)—and by the collective executive body of the Company—the Management Board. The executive bodies of the Company (the Chairman of the Management Board and the Management Board) shall be accountable to the Board of Directors and the General Meeting of Shareholders.

17.2. The Chairman of the Management Board shall perform the functions of Director of the Company and chairman of the collective executive body of the Company (the Management Board). The Chairman of the Management Board shall be the manager of the Company.

17.3. Assigned to the competence of the individual executive body of the Company are all issues of management of the Company’s current activities, with the exception of issues assigned to the competence of the General Meeting of Shareholders and the Board of Directors. The individual executive body of the Company shall organize the fulfillment of resolutions of the General Meeting of Shareholders and the Board of Directors.

17.4. The Chairman of the Management Board without a power of proxy shall act on behalf of the Company, including:

1)              carry out operative management of the Company’s activities;

2)              have the right of first signature on financial documents;

3)              direct and dispose of the Company’s property for the purpose of assuring its current activity, within the limits established by this charter and current Russian legislation;

4)              represent the Company’s interests both in the Russian Federation and elsewhere, including in foreign states;

5)              approve staff lists, conclude employment contracts with the Company’s employees, and offer incentives to and impose penalties on the Company’s employees;

6)              direct the work of the Management Board and preside at its meetings;

7)              recommend candidates for the Management Board to the Board of Directors for approval;

8)              complete transactions in the Company’s name, except in the cases provided for by the JSC Law and the Company’s charter;

9)              issue powers of attorney on in the Company’s name;

10)        open bank accounts of the Company;

11)        organize the Company’s accounting and reporting;

12)        issue orders and instructions binding upon all employees of the Company;

13)        perform other functions necessary for achievement of the goals of the Company’s activities and assurance of its normal operation in accordance with current legislation and the Company’s charter, with the exception of the functions assigned by the JSC Law and the Company’s charter to other management bodies of the Company.

17.5. The Chairman of the Management Board shall be elected by the Board of Directors at its first meeting (after the election of a new Board of Directors at the annual General Meeting of Shareholders) for a term of 3 (three) years.

 

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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….”

 

The Issuer does not have a single internal document to regulate its corporate conduct.

 

5.2. Information on the persons in the Issuer’s management bodies

 

Board of Directors

Chairman: David Iakobachvili

 

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Members of Board of Directors:

 

Dubinin, Mikhail Vladimirovich

Born: 1969

Education: high

 

Positions over past 5 years:

 

Period: 1992-Present

Organization: TOO “Universal Partnership “Center”

Area of Operations: Production of foods, juices, and beverages

Position: Acting general director

 

Period: 1996-1999

Organization: ZAO “Foods Production”

Area of Operations: Production of foods, juices, and beverages

Position: Deputy 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 - 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 “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: 1998 - 2001

Organization: CB “Expobank” LLC

Area of Operations: Banking services

 

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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

 

Period: 1998 - 2003

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: 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 “Ufamolagroprom”

Area of Operations: Production and sale of dairy products

Position: Member of Supervisory Board

 

Period: 2001 - 2003

Organization: OJSC “Moskvoretsky Brewery”

Area of Operations: Production and sale of beer and malt

Position: Member of the 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: OJSC “Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

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: ZAO “Rubtsovsk Dairy”

Area of Operations: Production and sale of dairy products and consumer goods

Position: Member of Board of Directors

 

Period: 2001 - Present

Organization: OJSC “Bishkeksut”

Area of Operations: Production and sale of dairy products

Position: Member of the Board of Directors

 

Period: 2001 - Present

Organization: “Central European Brewing Company” LLC

Area of Operations: Production and sale of beer, low alcohol content and alcohol-free beverages

Position: Member of Board of Directors

 

Period: 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

 

Period: 2002 - 2003

Organization: OJSC “Novokubyshevsk Milk”

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: 6.83%

Shares in Associated/Dependent Companies of the Issuer:

 

Name: PJSC “Lianozovo Dairy”

Share: 0.049%

 

Name: OJSC “Tsaritsino Dairy”

Share: 0.659%

 

Orlov, Alexander Sergueevich

Born: 1948

Education: higher

 

Positions over past 5 years:

 

Period: 1997 - Present

Organization: OJSC “Tsaritsino 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 “Lianozovo Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

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: 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: 1998 - 2001

Organization: CB “Expobank” LLC

Area of Operations: Banking services

Position: Member of the Board of Directors

 

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 “Siberian Milk”

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: Supervisory Board Member

 

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: 2003 - 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: “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 - 2003

Organization: OJSC “Ufamolagroprom”

Area of Operations: Production and sale of dairy products

Position: Member of Supervisory Board

 

Period: 2003 - 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: ZAO “Rubtsovsk Dairy”

Area of Operations: Production and sale of dairy products and consumer goods

Position: Member of Board of Directors

 

Period: 2001 - 2003

Organization: OJSC “Bishkeksut”

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 “Buryn milk powder factory”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

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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: 4.391%

Shares in Associated/Dependent Companies of the Issuer:

 

Name: OJSC “Lianozovo Dairy”

Share: 0.028%

 

Name: OJSC “Tsaritsino Dairy”

Share: 0.373%

 

Plastinin, Sergei Arkadievich

Born: 1968

Education: high

 

Positions over past 5 years:

 

Period: 1993 - 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 - Present

Organization: ZAO “Production and Analytical Group “Rodnik”

Area of Operations: Production and sale of foods

Position: Executive Director

 

Period: 1997 - Present

Organization: OJSC “Tsaritsino Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 1997 - Present

Organization: ZAO “Grande-V”

Area of Operations: Production and sale of foods, juices and beverages

Position: Member of Board of Directors

 

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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 - 2002

Organization: ZAO “PTG WBD”

Area of Operations: Managerial and consulting services

Position: Deputy General Director

 

Period: 1998 - 2001

Organization: CB “Expobank” LLC

Area of Operations: Banking services

Position: Member of Board of Directors

 

Period: 1998 - Present

Organization: OJSC “Vladivostok Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 1998 - Present

Organization: OJSC “Siberian Milk”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 1998 - Present

Organization: OJSC “Nizhny Novgorod Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 2000 - 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 “Volga Brewery”

 

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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

 

Period: 2001 - Present

Organization: ZAO “Rubtsovsk Dairy”

 

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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: PJSC “Lianozovo Dairy”

Share: 0.049%

 

Name: OJSC “Tsaritsino Dairy”

Share: 0.659%

 

David Iakobachvili

Born: 1957

Education: higher (unfinished)

 

Positions over past 5 years:

 

Period: 2000 - 2001

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

 

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Position: Member of Board of Directors

 

Period: 2000 - 2001

Organization: CB “Expobank” LLC

Area of Operations: Banking services

Position: Member of Board of Directors

 

Period: 2000 - Present

Organization: OJSC “Volga Brewery”

Area of Operations: Production and sale of low alcohol products

Position: Member of Board of Directors

 

Period: 2001 - Present

Organization: OJSC “Vladivostok Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 2001 - Present

Organization: OJSC “Ramenskoye Dairy”

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

 

Period: 2001 - Present

Organization: OJSC “Lianozovo Dairy”

Area of Operations: Production and sale of dairy products

Position: 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

 

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Period: 2001 - Present

Organization: OJSC “Siberian Milk”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 2001 - Present

Organization: OJSC “Bishkeksut”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 2001 - Present

Organization: OJSC “Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 2001 - Present

Organization: OJSC “Moskvoretsky Brewery”

Area of Operations: Production and sale of beer and malt

Position: Member of Board of Directors

 

Period: 2001 - Present

Organization: OOO “Central European Brewery”

Area of Operations: Production and sale of beer, low alcohol and alcohol-free beverages

Position: Member of Board of Directors

 

Period: 2001 - Present

Organization: OJSC “Ufamolagroprom”

Area of Operations: Production and sale of dairy products

Position: Member of Supervisory Board

 

Period: 1997 - Present

Organization: Airport Financial Services Limited

Area of Operations: Financial services

Position: Director

 

Period: 1997 - 2002

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

 

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Period: 2001 - 2002

Organization: ZAO “Metelitsa-Club”

Area of Operations: Organization and running of public catering establishments

Position: Member of Board of Directors

 

Period: 2002 -Present

Organization: OOO “Metelitsa-Club”

Area of Operations: Organization and running of public catering establishments

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

 

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

 

Share in the Issuer’s charter capital stock: 9.465%

Shares in Associated/Dependent Companies of the Issuer:

 

Name: PJSC “Lianozovo Dairy”

Share: 0.025%

 

Name: OJSC “Tsaritsino Dairy”

Share: 4.07%

 

Scherbak, Vladimir Nikolaevich

Born: 1939

Education: higher

 

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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 agro industrial 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 - 2003

Organization: OJSC “Lianozovsky Dairy”

Area of Operations: Production and sale of dairy products

Position: Adviser to Executive Director

 

Share in the Issuer’s charter capital: none

Shares in Associated/Dependent Companies of the Issuer: none

 

Tutelyan, Victor Alexandrovich

Born: 1942

Education: higher

 

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

 

Yasin, Eugeny Grigorievich

Born: 1934

Education: higher

 

Positions over past 5 years:

 

Period: 1994 - 1997

Organization: Ministry of Economy of the Russian Federation

 

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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

 

Guy de Selliers

Born: 1952

Education: higher

 

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 - 2003

Organization: Leader Capital

Area of Operations: Private stock fund

Position: Chairman

 

Period: 2002 - Present

Organization: Norilsk Nickel

Area of Operations: Metallurgy

Position: Member of the Board of Directors

 

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Period: 2003 - Present

Organization: HB Advisers (UK)

Area of Operations: Consulting services

Position: Chairman

 

Period: 2003 - Present

Organization: Chatura Furniture

Area of Operations: no data

Position: Member of the Board of Directors

 

Share in the Issuer’s charter capital stock: none

Shares in Associated/Dependent Companies of the Issuer: none

 

Michael A. O’Neill

Born: 1945

Education: higher

 

Positions over past 5 years:

 

Period: 1997 - 2000

Organization: The Coca-Cola Company

Area of Operations: soft drinks

Position: President of Northern Eurasia Division

 

Period: 2000 - Present

Organization: The Coca-Cola Company

Area of Operations: soft drinks

Position: Consultant

 

Period: 2002 - Present

Organization: EFES Breweries International

Area of Operations: production and sale of beer

Position: Member of the Board of Directors

 

Period: 2003 - Present

Organization: EFES Invest

Area of Operations: soft drinks

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

 

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Share in the Issuer’s charter capital: none

Shares in Associated/Dependent Companies of the Issuer: none

 

Ernest Linwood Tipton

Born: 1934

Education: higher

 

Positions over past 5 years:

 

Period: 1987 - 2003

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

 

J. B. Mark Mobius

Born: 1936

Education: higher

 

Positions over past 5 years:

 

Period: 1992 - Present

Organization: Templeton Asset Management Ltd.

Area of Operations: Provision of managerial services

Position: Managing Director

 

Period: 2002 - Present

Organization: OAO “Lukoil”

Area of Operations: Oil and gas investigation ,production and sale of petrochemicals

Position: Member of the Board of Directors

 

Share in the Issuer’s charter capital: none

Shares in Associated/Dependent Companies of the Issuer: none

 

Individual executive body and members of collective executive body:

 

Plastinin, Sergei Arkadievich

Born: 1968

Education: high

 

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Positions over past 5 years:

 

Period: 1993 - 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 - Present

Organization: ZAO “Production and Analytical Group “Rodnik”

Area of Operations: Production and sale of foods

Position: Executive Director

 

Period: 1997 - Present

Organization: OJSC “Tsaritsino Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 1997 - Present

Organization: ZAO “Grande-V”

Area of Operations: Production and sale of foods, juices and beverages

Position: Member of Board of Directors

 

Period: 1997 - Present

Organization: OJSC “Ramenskoye Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 1997 - Present

Organization: OJSC “Lianozovo Dairy”

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 - 2002

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

 

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Period: 1998 - Present

Organization: OJSC “Vladivostok Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 1998 - Present

Organization: OJSC “Siberian Milk”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 1998 - Present

Organization: OJSC “Nizhny Novgorod Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 2000 - 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 “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

 

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Period: 2001 - Present

Organization: OJSC “Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 2001 - Present

Organization: OJSC “Moskvoretsky Brewery”

Area of Operations: Production and sale of beer and malt

Position: Member of Board of Directors

 

Period: 2001 - Present

Organization: OJSC “Bishkeksut”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 2001 - Present

Organization: OJSC “Lianozovo Dairy”

Area of Operations: Production and sale of dairy products

Position: Adviser to Executive Director

 

Period: 2001 - Present

Organization: ZAO “Rubtsovsk Dairy”

Area of Operations: Production and sale of dairy products and consumer goods

Position: Member of Board of Directors

 

Period: 2002 - Present

Organization: ZAO “Gulkevichi Creamery”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 2002 - Present

Organization: DZAO “Karasuk Milk”

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: PJSC “Lianozovo Dairy”

Share: 0.049%

 

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Name: OJSC “Tsaritsino Dairy”

Share: 0.659%

 

Byrdin, Maxim Olegovich

Born: 1972

Education: higher

 

Positions over past 5 years:

 

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 - 2003

Organization: OJSC “Ufamolagroprom”

Area of Operations: Production and sale of dairy products

Position: Member of Supervisory Board

 

Period: 2002 - 2003

Organization: OJSC “Kharkov Dairy”

Area of Operations: Production and sale of milk and dairy products

Position: Member of Board of Directors

 

Period: 2003 - Present

Organization: OJSC “Nizhny Novgorod Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 2003- Present

Organization: OJSC “Vladivostok Dairy”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 2003 - Present

Organization: OJSC “Novokubyshevsk Milk”

Area of Operations: Production and sale of dairy products

Position: Member of Board of Directors

 

Period: 2003 - Present

 

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Organization: Open Joint Stock Company “Tuimazy Milk Plant”

Area of Operations: Production and sale of 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

 

Preobrazhensky, Vladimir Vladimirovich

Born: 1961

Education: higher

 

Positions over past 5 years:

 

Period: 1999 - 2000

Organization: Vympel Communications OAO

Area of Operations: Telecommunication services

Position: Deputy General Director

 

Period: 2000 - 2000

Organization: BeeOnLine-Portal ZAO

Area of Operations: Telecommunication services

Position: General Director

 

Period: 2000 - 2000

Organization: Vympel Communications OAO

Area of Operations: Telecommunication services

Position: Vice President

 

Period: 2000 - 2002

Organization: Ward Howell International ZAO

Area of Operations: Consulting services

Position: Consultant

 

Period: 2002 - Present

Organization: Wimm-Bill-Dann Foods OJSC

Area of Operations: Production and sale of foods, juices, and beverages

Position: Chief Financial Officer

 

Period: 2003 - 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

Share in Associated/Dependent Companies of the Issuer: none

 

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Malyutin Akeksandr Evgenyevich

Born: 1977

Education: higher

 

Positions over past 5 years:

 

Period: 1998 -2000

Organisation: CJSC Tetra Pak

Area of Operations: production and selling of packing production

Position: commercial representative

 

Period: 2000 -2004

Organisation: CJSC Tetra Pak

Area of Operations: production and selling of packing production

Position: sales department manager

 

Period: 2004 -2004

Organisation: CJSC Tetra Pak

Area of Operations: production and selling of packing production

Position: business development manager

 

Period: 2004 -Present

Organisation: Wimm-Bill-Dann Foods OJSC

Area of Operations: Production and sale of foods, juices, and beverages

Position: Head of the Juice Business Segment

 

Period: 2004 -Present

Organisation: Trading Company Wimm-Bill-Dann CJSC

Area of Operations: Production and sale of juice production

Position: Executive director

 

Shares in Issuer’s Authorised Capital Stock: none

Shares in Associated Companies/ Affiliated Companies: none

 

Yadegardjam Djamshid

Born: 1965

Education: higher

 

Positions over past 5 years:

 

Period: 2003 -Present

Organisation: Wimm-Bill-Dann Foods OJSC

Area of Operations: Production and sale of foods, juices, and beverages

Position: Head of the investor relations Department

 

Shares in Issuer’s Authorised Capital Stock: none

 

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Shares in Associated Companies/ Affiliated Companies: none

 

Person performing the functions of individual executive body of the Issuer: Sergei Arkadievich Plastinin

 

5.3. Information on remunerations, benefits and/or reimbursements per each management body of the Issuer

Total remunerations paid to the Board of Directors members in the 2003 financial year amounted to 25 892 391, 93   RUR

 

Total remunerations paid to the members of the collective executive body (Management Board) in the 2003 financial year amounted to:  19 129 438, 10 RUR

 

5.4. Information on the bodies monitoring the Issuer’s business activities, their structure and powers

The structure and powers of the bodies monitoring the Issuer’s business activities under the Issuer’s Article of Association (constitutive documents).

 

Internal Audit Committee

Auditor

 

As per Art. 21 of the Issuer’s Charter the Company’s business activities shall be monitored by an Internal Audit Committee.

The Internal Audit Committee shall be elected at annual general meetings of the Company shareholders for a period of 1 (one) year and shall include at least 7 (seven) members. The shares of the BOD members and the officers in the Company management bodies cannot vote for election of the Internal Audit Committee members.

 

The term of the Internal Audit Committee shall start at the moment it is elected by the annual general meeting of the Company shareholders and shall expire at the moment the following annual general meeting of Company shareholders elects (re-elects) the Audit Committee.

 

The powers of individual Internal Audit Committee members or of the whole of it can be terminated by the general meeting of the Company shareholders on the grounds and according to the procedure provided for by the internal documents of the Company.

 

In case the number of the Internal Audit Committee members is less than that twice as small as provided for in the Company Charter, then the Board shall convene an extraordinary general meeting of the Company shareholders for the purpose of electing a new Internal Audit Committee. The remaining Internal Audit Committee members shall fulfill their functions until a new Audit Committee is elected at an extraordinary general meeting of the Company shareholders.

 

In case the powers of the Internal Audit Committee are terminated, the term of the new Internal Audit Committee shall expire at the moment the following annual general meeting of the Company shareholders elects (re-elects) the Audit Committee.

 

A shareholder or any person nominated by a shareholder can be a member of the Internal Audit Committee. Members of the Company Internal Audit Committee can not simultaneously act as the Company BOD members, a solely independent executive body, Management Committee and Liquidation Committee members.

 

 

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The Internal Audit Committee shall elect Chairman and Secretary.

 

The Company’s business activities shall be audited on the basis of the Company performance within appropriate year.

 

An audit of the Company’s business activities shall be initiated at any time:

 

by the Internal Audit Committee of the Company itself;

upon the decision of the shareholders’ general meeting;

by the Board of Directors of the Company;

upon decision of the Chairman of the Company Management Committee;

upon demand of Company shareholder (shareholders) who, as per the date the demand is submitted, owns in total at least 10% of the shares that can vote on any issues within the competence of the General Shareholders’ Meeting.

 

Upon the request of the Company Internal Audit Committee officers in the Company management bodies shall provide documents on the Company’s business activities.

 

The Internal Audit Committee of the Company can convene an extraordinary General Shareholders’ Meeting according to the procedure set by the Articles of Association of the Company.

 

Proceeding from the results yielded by an audit of the Company’s business activities the Internal Audit Committee of the Company shall make a report, which shall:

 

confirm that data contained in the reports and other financial documents of the Company are true;

contain information on violations of the accounting and financial reporting procedures set by legal acts of the Russian Federation and of other legal acts of the Russian Federation regulating business activities.

 

Upon decision of the General Shareholders’ Meeting the Internal Audit Committee members, within their term, may be paid remunerations and/or have the expenses incurred in connection with the fulfillment of their duties reimbursed. The amount of such remunerations and reimbursements shall be determined by the general meeting of shareholders.

 

The procedures the Internal Audit Committee shall follow when acting on other issues not provided for in these Articles may be set by the internal documents of the Company.

 

As per Art. 22 of the Issuer’s Articles of Association the Auditor effects the revision of the Issuer’s business activities according to the legal acts of the Russian Federation and on the basis of an appropriate contract concluded with the Issuer.

The Company auditor shall be approved by the General Shareholders’ Meeting. The remuneration payable shall be determined by the Board of Directors.

 

Proceeding from the results yielded by an audit of the Company’s business activities the Company auditor shall make a report, which shall:

 

confirm that data contained in the reports and other financial documents of the Company are true;

contain information on violations of the accounting and financial reporting procedures set by legal acts of the Russian Federation and of other legal acts of the Russian Federation regulating business activities.

 

22.4.                        An internal audit of the Company shall be carried out by the Company Internal Audit Committee.

 

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Information on Internal Audit Service, its Working Period, and Key Personnel

The Internal Audit Service and the Company Audit Committee are responsible for internal control of the Company’s business operations.

 

The Internal Audit Service is a structural division of the Issuer.

 

The Internal Audit Service shall report to the Chief Financial Director, and the Audit Committee shall report to the General Shareholders’ Meeting of the Issuer.

 

The Head of the Internal Audit Service shall be solely independent in managing the Service.

 

As per the end of the accounting quarter, the Internal Audit Service has, apart from its head, a staff of 7 employees, who have an extensive audit experience.

 

The staff of the Service have been working since January 1, 2003.

 

Basic Functions of the Internal Audit Service

Make all necessary arrangements for establishment and implementation of an effective internal control system in the group of enterprises, which are directly or indirectly controlled by the Issuer (hereinafter referred to as the Group) and in certain enterprises and divisions, which meets the development goals of the said group and legal requirements

 

Make all necessary arrangements for and carry out audits of the divisions and enterprises of the Group

 

Create and implement a single corporate procedure for assessment of the internal control system and components thereof

 

Make all necessary arrangements for optimization of the internal control system and components thereof

 

Accountability of the Internal Audit Service, Cooperation with the Issuer’s Executive Bodies and Board of Directors (Supervisory Board)

The Head of the Internal Audit Service shall be appointed and dismissed by the Chairman of the Management Committee subject to approval of the Chairman of the Board of Directors.

 

The Head of the Service shall be subordinate and accountable directly to the Chief Financial Officer.

 

The Internal Audit Service shall, within the time limits set, prepare an overall annual plan for development of internal control systems and an annual report on the existing internal control systems and submit the said documents to the Chief Financial Officer and the Management Board for their approval.

 

The Internal Audit Service shall discuss with the BOD Audit Committee issues related to functioning of internal control tools, development of rules and procedures for business risks assessment and coordination.

 

Cooperation with Executive Bodies

 

The Internal Audit Service shall receive from the divisions of the enterprises:

quarterly and annual accounting reports in the form approved by the regulation of the Ministry of Finance of the Russian Federation, basic documents; statements on the production cost of the products, sale thereof, etc.

 

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monthly and quarterly reports of the enterprises in the form developed by the Service; other data upon requests;

approved financial plans and budgets of the divisions; reporting on execution thereof;

improvement plan for the internal control systems; report on execution thereof.

 

The Internal Audit Service shall prepare and send to the enterprises and divisions of the Group:

                  recommendations on implementation of internal control in the enterprises and the divisions;

                  information on methods of initial assessment of the internal control systems and individual control tools.

 

Cooperation between the Internal Audit Service and the Issuer’s External Auditor

The Internal Audit Service shall receive from the auditors audit reports, statements and recommendations on individual issues, materials on new legislations and auditing standards.

 

The Internal Audit Service shall, in cooperation with other divisions, participate in the development of plans aimed at eliminating the drawbacks identified by the auditors, monitoring execution thereof and notifying the auditors of the implementation results.

 

The Issuer does not have any internal document to prevent unauthorized use of the Company insider information.

 

5.5. Information on the persons in the bodies monitoring the Issuer’s business activities

 

The Audit Committee:

 

Elena B. Kuznetsova

Year of birth: 1955

Education: higher

 

Positions over past 5 years:

 

1997-2002

Enterprise: PTG WBD ZAO

Position: Head of the Internal Control and Analysis Department

 

2002-2002

Enterprise: TsMK OAO

Position: Director of the Internal Control Department

 

2003-Present

Enterprise: WBD Foods

Position: Head of the Internal Audit Service

 

Share in the Issuer’s charter capital: none

 

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Share in Associated/Dependent Companies of the Issuer: none

 

Elena V. Gorshechnikova

Year of birth: 1966

Education: higher

 

Positions over past 5 years:

 

1997-2002

Enterprise: PTG WBD ZAO

Position: economist, analyst, Deputy Head of the Managerial Accounting and Analysis Department

 

2002-2002

Enterprise: TsMK OAO

Position: Deputy Director of the Internal Control Department

 

2003-Present

Enterprise: WBD Foods

Position: Deputy Head of the Internal Audit Service

 

Share in the Issuer’s charter capital: none

Share in Associated/Dependent Companies of the Issuer: none

 

Natalia V. Romanova

Year of birth: 1962

Education: higher

 

Positions over past 5 years:

 

1995-1999

Enterprise: Moscow State Industrial University of the State Committee for Higher Education of the Russian Federation

Position: senior instructor

 

1999-2002

Enterprise: PTG WBD ZAO

Position: economist, analyst, Managerial Accounting and Analysis Department

 

2002-2002

Enterprise: TsMK OAO

Position: financial and business analyst, Internal Control Department

 

2003-Present

Enterprise: WBD Foods

Position: Deputy Head of the Internal Audit Service

 

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Share in the Issuer’s charter capital: none

Share in Associated/Dependent Companies of the Issuer: none

 

Elena V. Smirnova

Year of birth: 1967

Education: higher

 

Positions over past 5 years:

 

1997-2002

Enterprise: PTG WBD ZAO

Position: economist, analyst, Deputy Head of the Managerial Accounting and Analysis Department

 

2002-2002

Enterprise: LMK OAO

Position: Deputy Director of the Internal Control Department

 

2003-Present

Enterprise: WBD Foods

Position: Deputy Head of the Internal Audit Service

 

Share in the Issuer’s charter capital: none

Share in Associated/Dependent Companies of the Issuer: none

 

Natalia N. Kolesnikova

Year of birth: 1973

Education: higher

 

Positions over past 5 years:

 

1997-2002

Enterprise: PTG WBD ZAO

Position: economist, analyst, Deputy Head of the Managerial Accounting and Analysis Department

 

2001-2002

Enterprise: TsMK OAO

Position: financial and business analyst, Internal Control Department, economist, analyst, General Department (part-time)

 

2003-Present

Enterprise: WBD Foods

Position: Deputy Head of the Internal Audit Service

 

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Share in the Issuer’s charter capital: none

Share in Associated/Dependent Companies of the Issuer: none

 

Inna N. Bocharova

Year of birth: 1977

Education: higher

Positions over past 5 years:

 

1997- 2000.

Enterprise: LIKUB Firm LLC

Position: Deputy Chief Accountant

 

2000- 2001

Enterprise: Russkaya Imperskaya Kompaniya LLC

Position: Deputy Chief Accountant

 

2001-2002

Enterprise: PTG WBD ZAO

Position: economist, analyst

 

2001-2002

Enterprise: LMK OAO

Position: economist, analyst (part-time)

 

2003-Present

Enterprise: WBD Foods OAO

Position: financial and business analyst

 

Share in the Issuer’s charter capital: none

Share in Associated/Dependent Companies of the Issuer: none

 

Marina A. Naumova

Year of birth: 1977

Education: higher

 

Positions over past 5 years:

 

2000-2002

Enterprise: PTG WBD ZAO

Position:  economist, analyst, Deputy Head of the Managerial Accounting and Analysis Department

 

1997-2002

Enterprise: PTG WBD ZAO

Position: economist, analyst, Deputy Head of the Managerial Accounting and Analysis Department

 

91



 

2002-2002

Enterprise: LMK OAO

Position: Deputy Director of the Internal Control Department

 

2003-Present

Enterprise: WBD Foods OAO

Position: Deputy Head of the Internal Audit Service

 

Share in the Issuer’s charter capital: none

Share in Associated/Dependent Companies of the Issuer: none

 

5.6. Information on remunerations, benefits and/or reimbursements for the body monitoring the Issuer’s business operations

Total remunerations paid to the members of the body monitoring the Issuer’s business operations in the 2003 financial year amounted to 7 992 887, 22  RUR.

The amount of remunerations to be paid to the Internal Audit Committee members was not determined by the Issue’s General shareholder’s meeting.

 

5.7. Information on the Issuer’s staff (employees), its educational background and structure, and changes in the numbers of the Issuer’s staff (employees)

 

Indicator

 

1 quarter 2004

 

2003

 

2002

 

2001

 

The average number of the employees on the Issuer’s payroll

 

291

 

310

 

7

 

2

 

Allocations for remunerations, RUR

 

636 360 041.39

 

236 972 543.47

 

10 939 217.53

 

101 575.00

 

Allocations for social security payments, RUR

 

14144438,32

 

29628754,92

 

1190121,01

 

36160,70

 

Total expenditures, RUR

 

77780479,71

 

266601298,39

 

12129338,54

 

137 735,70

 

 

Information on age and educational background of the Issuer’s staff

 

Indicator

 

1 quarter 2004

 

2003

 

2002

 

2001

 

Staff (employees) under 25,%

 

8,9

 

13

 

0

 

0

 

Staff (employees) above 25 and under 35,%

 

59,5

 

51

 

42,9

 

100

 

Staff (employees) above 35 and under 55,%

 

27,5

 

33

 

57,1

 

0

 

Staff (employees) above 55,%

 

4,1

 

3

 

0

 

0

 

Total:

 

100

 

100

 

100

 

100

 

among them those, who finished secondary (high) and/or senior schools,%

 

3,7

 

14

 

28,6

 

100

 

those, who finished primary and/or vocational schools,%

 

15

 

3

 

0

 

0

 

those, who have university degrees,%

 

69,7

 

67

 

71,4

 

0

 

those, who completed postgraduate courses,%

 

11,6

 

16

 

0

 

0

 

 

92



 

5.8. Information on any obligations of the Issuer before its staff (employees) related to their possible participation in the Issuer’s authorized stock (share fund)

There are no obligations and agreements of the kind.

There are no data to testify to the fact that the Issuer’s staff were provided or may be provided with the Issuer’s options.

 

VI. Data on Issue’s shareholders and on the interested party transactions been made.

 

6.1. Data on the amount of Issue’s participants/shareholders

Total number of persons, being registered in the share register as of the last date of the reporting quarter: 16

Total number of nominee holders: 8

 

6.2. Shareholders (participants), owning not less than 5% of Issuer’s charter capital and/or not less than 5% of it’s outstanding ordinary shares and data on shareholders (members) owning not less than 20% of charter capital and/ or 20% of total amount of outstanding ordinary shares of such Issue’s shareholders.

 

Name: Limited Liability Company “Deutsche Bank”

Location: 129090 Moscow, ul. Schepkina, 4

Share of the Issuer’s charter capital: 32,70% (nominee shareholder)

Share of Issuer’s ordinary shares owned: 32, 70%

 

Shareholders (participants) owning not less than 20%  of the Issuer’s shareholder’s charter capital and/or 20% of total amount of outstanding ordinary shares of such Issuer’s shareholders:

None

 

93



 

Yushvaev, Gavril Abramovich

Share of the Issuer’s charter capital: 18.8%

Share of the Issuer’s ordinary shares held: 18.8%

 

Plastinin, Sergey Arkadievich

Share of the Issuer’s charter capital: 12.16%

Share of the Issuer’s ordinary shares held: 12.16%

 

Iakobachvili, David

Share of the Issuer’s charter capital: 9.465%

Share of the Issuer’s ordinary shares held: 9.465%

 

Dubinin, Mikhail Vladimirovich

Share of the Issuer’s charter capital: 6.83%

Share of the Issuer’s ordinary shares held: 6.83%

 

Name: I.M. Arteks Holdings Limited , a joint stock company with limited liability

Location: Naousis, 1 Karapanakis Building P.C. 6018, Larnaca, Cyprus

Percent of Issuer’s charter capital held: 5.287%

Percent of Issuer’s ordinary shares owned: 5,287%

 

Shareholders (members) holding at least 20% of the Issuer’s shareholder (member) charter capital and/or 20% of total amount of outstanding ordinary shares of such Issuer’s shareholders:

 

Name: Deerfield Management Limited

Location: Naousis,1 P.C. 6018, Larnaca, Cyprus

Percent of Issuer’s shareholder’s charter capital held: 100 %

Percent of Issuer’s shareholders’ shares held:  100 %

Share of the Issuer’s charter capital: 0%

Share of the Issuer’s shares owned: 0%

 

6.3. Data on the Participation of the State (Municipal Formation) in the Issuer’s Charter Capital.

Share of the Issuer’s Charter Capital belonging to the State (Municipal Formation):

None

 

Share of Issuer’s Stock Belonging to the State (Municipal Formation):

None

 

Existence of the Special Right of the Russian Federation, its Subjects and Municipal Formations to Participate in the Issuer’s Management (“golden share”):

Not provided for

 

94



 

6.4. Data on the restrictions on participation in the Issuer’s charter capital.

 

No restrictions.

 

6.5. Information on changes in the composition and participation shares of the Issuer’s shareholders (participants) that possess at least 5% of the Issuer’s authorized stock (share fund) or at least 5% of the Issuer’s common stock

 

Annual General Shareholders’ Meetings

 

The meeting was held on September 7, 2001

 

The list of the persons who have the right to participate in the General Shareholders’ Meeting was complied on August 28, 2001

The persons, who as per the date the said list was compiled possessed at least 5% of the Issuer’s authorized stock and/or at least 5% of the Issuer’s common stock) (for the persons given below, the share in the authorized stock shall be equivalent to the share of the common stock that belongs to the persons):

 

Dubinin, Mikhail Vladimirovich – 17,13%

Orlov, Alexander Sergeevich – 9,68%

Plastinin, Sergey Arkadievich – 17,13%

Timohins Alexanders – 9,79%

Yushvaev, Gavril Abramovich: 26,48%

Iakobachvili, David – 8,89%

 

The meeting was held on December 7, 2001

 

The list of the persons who have the right to participate in the General Shareholders’ Meeting was complied on November 28, 2001

 

The persons, who as per the date the said list was compiled possessed at least 5% of the Issuer’s authorized stock and/or at least 5% of the Issuer’s common stock) (for the persons given below, the share in the authorized stock shall be equivalent to the share of the common stock that belongs to the persons):

 

Dubinin, Mikhail Vladimirovich – 17,13%

Orlov, Alexander Sergeevich – 9,68%

Plastinin, Sergey Arkadievich – 17,13%

Timohins Alexanders – 9,79%

Yushvaev, Gavril Abramovich: 26,48%

Iakobachvili, David – 8,89%

 

The meeting was held on January 14, 2002

 

The list of the persons who have the right to participate in the General Shareholders’ Meeting was complied on January 03, 2001

 

95



 

The persons, who as per the date the said list was compiled possessed at least 5% of the Issuer’s authorized stock and/or at least 5% of the Issuer’s common stock) (for the persons given below, the share in the authorized stock shall be equivalent to the share of the common stock that belongs to the persons):

 

Dubinin, Mikhail Vladimirovich – 17,13%

Orlov, Alexander Sergeevich – 9,68%

Plastinin, Sergey Arkadievich – 17,13%

Timohins Alexanders – 9,79%

Yushvaev, Gavril Abramovich: 26,48%

Iakobachvili, David – 8,89%

 

The meeting was held on May 31, 2002

 

The list of the persons who have the right to participate in the General Shareholders’ Meeting was complied on April 16, 2002

 

The persons, who as per the date the said list was compiled possessed at least 5% of the Issuer’s authorized stock and/or at least 5% of the Issuer’s common stock) (for the persons given below the shares in the Issuer’s charter capital are specified according to Issuer’s constitutive documents; the share of the ordinary shares shall be equivalent to the share of the common outstanding stock that belongs to the persons):

 

Deutsche Bank Trust Company Americas

Share of this legal entity in the Issuer’s charter capital– 0%

Share of the Issuer’s common stock owned by this entity - 27,76%

 

Dubinin, Mikhail Vladimirovich

Share of this person in the Issuer’s charter capital– 15,29%

Share of the Issuer’s common stock owned by this person - 12,16%

 

Orlov, Alexander Sergeevich

Share of this person in the Issuer’s charter capital– 8,64%

Share of the Issuer’s common stock owned by this person - 6,87%

 

Plastinin, Sergey Arkadievich – 17,13%

Share of this person in the Issuer’s charter capital– 15,29%

Share of the Issuer’s common stock owned by this person - 12,16%

 

Timohins Alexanders

Share of this person in the Issuer’s charter capital– 8,74%

Share of the Issuer’s common stock owned by this person - 6,95%

 

Yushvaev, Gavril Abramovich:

Share of this person in the Issuer’s charter capital– 23,64%

 

96



 

Share of the Issuer’s common stock owned by this person - 18,8%

 

Iakobachvili, David

Share of this person in the Issuer’s charter capital– 8,05%

Share of the Issuer’s common stock owned by this person - 6,41%

 

The meeting was held on December 03, 2002

 

The list of the persons who have the right to participate in the General Shareholders’ Meeting was complied on April 18, 2002

The persons, who as per the date the said list was compiled possessed at least 5% of the Issuer’s authorized stock and/or at least 5% of the Issuer’s common stock) (for the persons given below, the share in the authorized stock shall be equivalent to the share of the common stock that belongs to the persons):

 

Deutsche Bank Trust Company Americas - 27,65%

Dubinin, Mikhail Vladimirovich – 12,16%

Orlov, Alexander Sergeevich – 6,87%

Plastinin, Sergey Arkadievich – 12,16%

Timohins Alexanders – 6,95%

Yushvaev, Gavril Abramovich: 18,8%

Iakobachvili, David – 6,41%

 

The meeting was held on January 31, 2003

 

The list of the persons who have the right to participate in the General Shareholders’ Meeting was complied on December 16, 2002

 

The persons, who as per the date the said list was compiled possessed at least 5% of the Issuer’s authorized stock and/or at least 5% of the Issuer’s common stock) (for the persons given below, the share in the authorized stock shall be equivalent to the share of the common stock that belongs to the persons):

 

Deutsche Bank Trust Company Americas - 28,29%

Dubinin, Mikhail Vladimirovich – 12,16%

Orlov, Alexander Sergeevich – 6,87%

Plastinin, Sergey Arkadievich – 12,16%

Timohins Alexanders – 6,95%

Yushvaev, Gavril Abramovich: 18,8%

Iakobachvili, David – 6,41%

 

The meeting was held on April 24, 2003

 

The list of the persons who have the right to participate in the General Shareholders’ Meeting was complied on March 23, 2003

 

The persons, who as per the date the said list was compiled possessed at least 5% of the Issuer’s authorized stock and/or at least 5% of the Issuer’s common stock) (for the

 

97



 

persons given below, the share in the authorized stock shall be equivalent to the share of the common stock that belongs to the persons):

 

Deutsche Bank Trust Company Americas - 28,24%

Yushvaev, Gavril Abramovich: 18,8%

Dubinin, Mikhail Vladimirovich – 12,16%

Plastinin, Sergey Arkadievich – 12,16%

United Burlington Investments Limited, a private company limited by shares – 6,95%

Orlov, Alexander Sergeevich – 6,87%

Iakobachvili, David – 6,41%

 

The meeting was held on June 18, 2003

 

The list of the persons who have the right to participate in the General Shareholders’ Meeting was complied on April 30, 2003

 

The persons, who as per the date the said list was compiled possessed at least 5% of the Issuer’s authorized stock and/or at least 5% of the Issuer’s common stock) (for the persons given below, the share in the authorized stock shall be equivalent to the share of the common stock that belongs to the persons):

 

Deutsche Bank Trust Company Americas - 28,20%

Yushvaev, Gavril Abramovich: 18,8%

Plastinin, Sergey Arkadievich – 12,16%

Dubinin, Mikhail Vladimirovich – 10,16%

United Burlington Investments Limited, a private company limited by shares – 6,95%

Iakobachvili, David – 6,41%

Orlov, Alexander Sergeevich – 6,22%

 

The meeting was held on March 24, 2004

 

The list of the persons who have the right to participate in the General Shareholders’ Meeting was complied on February 20, 2004

 

The persons, who as per the date the said list was compiled possessed at least 5% of the Issuer’s authorized stock and/or at least 5% of the Issuer’s common stock) (for the persons given below, the share in the authorized stock shall be equivalent to the share of the common stock that belongs to the persons):

 

Deutsche Bank Trust Company Americas - 32,70%

Yushvaev, Gavril Abramovich: 18,8%

Plastinin, Sergey Arkadievich – 12,16%

Dubinin, Mikhail Vladimirovich – 8,19%

 Iakobachvili, David – 7,19%

United Burlington Investments Limited, a private company limited by shares – 5,29%

Orlov, Alexander Sergeevich – 5,22%

 

98



 

6.6. Information on the transactions the Issuer effected and had an interest in

The total amount of the related parties transactions in the accounting quarter which were approved by the shareholders’ general meeting equals an amount made up of the following:

RUR 4 175 945 550

USD 95 814 315

Ukraine grivnes 53 330580

 

The total amount of the related parties transactions which were approved by the Board of Directors in the accounting quarter equals an amount made up of the following:

 

RUR 172 988 055.31

 

Issuer entered into a license agreement the company of WBD group, amount of which was determined as follows:

 

With respect to each trademark the amount of consideration is calculated as a fixed sum (10-500 rubles) for 1000 items of the production sold, exclusive of VAT, but no less than 118 rubles, including VAT (18%).

 

Transactions (groups of related transactions) in the accounting quarter, which exceed 5% of the book value of the Issuer’s assets determined according to its accounting reporting as per the last accounting date before date the transaction was effected

 

Such transactions were not effected in the accounting quarter.

 

Transactions (groups of related transactions), which the Issuer had an interest in and which were not approved by the Board of Directors (Supervisory Board) or the general meeting of the Issuer’s shareholders (participants), when such approval is required according to the legislation of the Russian Federation:

 

Such transactions were not effected in the accounting quarter.

 

6.7. Information on Accounts Receivable

 

2001  financial year

 

No.

 

Types of Accounts
Receivable

 

Less than 60
days

 

60-90 days

 

90-180
days

 

180 days – 1
year

 

more
than 1
year

 

1

 

Total accounts receivable, RUR

 

4075

 

 

 

 

 

 

 

including:

 

 

 

 

 

 

 

 

 

 

 

 

 

delayed, RUR

 

 

 

 

 

 

2

 

clients and customers, RUR

 

855

 

 

 

 

 

 

 

 

 

 

 

Including debt of the subsidiaries and dependent companies, RUR

 

855

 

 

 

 

 

 

 

 

 

3

 

Promissory notes receivable, RUR

 

 

 

 

 

 

 

 

 

 

4

 

debt of the participants (founders) in contributions to the authorized stock, RUR

 

 

 

 

 

 

 

 

 

 

5

 

prepaid expenses, RUR

 

3218

 

 

 

 

 

 

 

 

 

6

 

other borrowers, RUR

 

2

 

 

 

 

 

 

 

 

 

 

 

Total, RUR:

 

4 075

 

 

 

 

 

 

 

 

 

 

99



 

2002 financial year

 

No.

 

Types of Accounts
Receivable

 

Less than 60
days

 

60-90 days

 

90-180
days

 

180 days – 1
year

 

more
than 1
year

 

1

 

Total accounts receivable, RUR

 

369 604

 

 

 

 

 

 

 

including:

 

 

 

 

 

 

 

 

 

 

 

 

 

delayed, RUR

 

 

 

 

 

 

2

 

clients and customers, RUR

 

5 434

 

 

 

 

 

 

 

 

 

 

 

Including debt of the subsidiaries and dependent companies, RUR

 

5189

 

 

 

 

 

 

 

 

 

3

 

Promissory notes receivable, RUR

 

 

 

 

 

 

 

 

 

 

4

 

debt of the participants (founders) in contributions to the authorized stock, RUR

 

 

 

 

 

 

 

 

 

 

5

 

prepaid expenses, RUR

 

350 735

 

 

 

 

 

 

 

 

 

6

 

other borrowers, RUR

 

8 246

 

 

 

 

 

 

 

 

 

 

 

Total, RUR:

 

369 604

 

 

 

 

 

 

 

 

 

 

100



 

2003 financial year

 

No.

 

Types of Accounts
Receivable

 

Less than 60
days

 

60-90 days

 

90-180
days

 

180 days – 1
year

 

more
than 1
year

 

1

 

Total accounts receivable, RUR

 

519 193

 

 

 

 

 

 

 

including:

 

 

 

 

 

 

 

 

 

 

 

 

 

delayed, RUR

 

 

 

 

 

 

2

 

clients and customers, RUR

 

130 091

 

 

 

 

 

 

 

 

 

 

 

Including debt of the subsidiaries and dependent companies, RUR

 

116 114

 

 

 

 

 

 

 

 

 

3

 

Promissory notes receivable, RUR

 

 

 

 

 

 

 

 

 

 

4

 

debt of the participants (founders) in contributions to the authorized stock, RUR

 

 

 

 

 

 

 

 

 

 

5

 

prepaid expenses, RUR

 

268 787

 

 

 

 

 

 

 

 

 

6

 

other borrowers, RUR

 

120 315

 

 

 

 

 

 

 

 

 

 

 

Including debt of subsidiaries and dependent companies

 

114 240

 

 

 

 

 

 

 

 

 

 

 

Total, RUR:

 

519 193

 

 

 

 

 

 

 

 

 

 

2004 financial year, 1 quarter

 

No.

 

Types of Accounts
Receivable

 

Less than 60
days

 

60-90 days

 

90-180
days

 

180 days – 1
year

 

more
than 1
year

 

1

 

Total accounts receivable, RUR

 

396 386

 

 

 

 

 

 

 

including:

 

 

 

 

 

 

 

 

 

 

 

 

 

delayed, RUR

 

 

 

 

 

 

2

 

clients and customers, RUR

 

64 576

 

 

 

 

 

 

 

 

 

 

 

Including debt of the subsidiaries and dependent companies, RUR

 

64 434

 

 

 

 

 

 

 

 

 

3

 

Promissory notes receivable, RUR

 

 

 

 

 

 

 

 

 

 

4

 

debt of the participants (founders) in contributions to the authorized stock, RUR

 

 

 

 

 

 

 

 

 

 

5

 

prepaid expenses, RUR

 

259 945

 

 

 

 

 

 

 

 

 

6

 

other borrowers, RUR

 

71 865

 

 

 

 

 

 

 

 

 

 

 

Including debt of subsidiaries and dependent companies

 

60 931

 

 

 

 

 

 

 

 

 

 

 

Total, RUR:

 

396 386

 

 

 

 

 

 

 

 

 

 

101



 

VII. Issuer’s financial statements and other financial data.

 

7.1. Annual financial statements of the Issue

Attachment 1 (Forms 1,2,3,4,5); Explanatory Note; Auditor report.

 

102


 

1.

 

Wimm-Bill-Dann Foods OJSC

 

 

NOTES

 

 

to Accounting Balance Sheet for 2003

 



 

TABLE OF CONTENTS

 

1.

Operations of the Organization

 

2.

BRIEF DESCRIPTION OF THE operations OF organization IN 2003

 

3.

ANALYSIS AND ASSESSMENT OF THE BALANCE SHEET STRUCTURE

 

4.

BRIEF DESCRIPTION OF ACCOUNTING POLICY PROVISIONS

 

5.

CHANGES TO BOP BALANCE SHEET AS OF January 1, 2003

 

6.

FIXED ASSETS

 

7.

INTANGIBLE ASSETS

 

8.

LONG-TERM FINANCIAL INVESTMENTS

 

9.

INVENTORIES

 

10.

SHORT-TERM FINANCIAL INVESTMENTS

 

11.

ACCOUNTS RECEIVABLE

 

12.

CHARTER CAPITAL

 

13.

ACCOUNTS PAYABLE

 

14.

AMOUNTS DUE TO STATE EXTRA-BUDGETARY FUNDS

 

15.

TAX ARREARS

 

16.

CREDITS AND LOANS

 

17.

DISCLOSURE OF EXPENSE AND INCOME information

 

18.

OTHER OPERATING INCOME AND EXPENSE ITEMS

 

19.

NON-OPERATING INCOME AND EXPENSE ITEMS

 

20.

EXTRAORDINARY INCOME AND EXPENSE ITEMS

 

21.

DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES

 

22.

EARNINGS PER SHARE

 

23.

DISCONTINUED operations

 

24.

AFFILIATED PERSONS

 

25.

obligation/payment GUARANTEES ISSUED

 

26.

EVENTS OCCURRING AFTER December 31, 2003

 

27.

BUSINESS CONTINGENCIES

 

28.

implementation OF RESOLUTIONS APPROVED ON THE BASIS OF REVIEW OF accounting STATEMENTS FOR 2002

 

 



 

Notes to Wimm-Bill-Dann Foods OJSC Accounting Statements for 2003

 

These notes constitute an integral part of Wimm-Bill-Dann Foods OJSC (“Organization”) annual accounting statements for 2003 prepared in accordance with the existing legislation of the Russian Federation.

 

Operations of the Organization

 

The Organization was established in May 31, 2002.

 

The Organization was registered at the following address: 109028 Moscow, Yauzsky bulvar, 16/15, Room 306.

 

Actual address of the Organization: 109028 Moscow, Yauzsky bulvar, 16/15, Room 306.

 

 

Information on State Registration of the Organization:

 

(Date and number of State Registration) R-15968.16 dated May 31, 2001.

 

(Registration number, register holder) OGRN                 1037700236738 dated February 19, 2003.

 

The Organization is involved in the following types of operations:

 

                  Provision of services under licensing agreements for the granting of trademark use rights

                  Provision of consulting services

                  Provision of other services

 

The Organization has no licenses.

 

Average number of full-time employees in the Organization in 2003 was 298 people.

 

The Board of Directors of the Organization includes the following persons:

 

Name

 

Position

David Iakobachvili

 

Chairman of the Board of Directors

Alexander Sergeevich Orlov

 

Member of the Board of Directors

Sergei Arkadievich Plastinin

 

Member of the Board of Directors

Mikhail Vladimirovich Dubinin

 

Member of the Board of Directors

Vladimir Nikolaevich Sherbak

 

Member of the Board of Directors

Viktor Aleksandrovich Tutelyan

 

Member of the Board of Directors

Evgeny Grigorievich Yasin

 

Member of the Board of Directors

Guy de Selliers

 

Member of the Board of Directors

Michael O’Neil

 

Member of the Board of Directors

Ernest Linwood Tipton

 

Member of the Board of Directors

J. B. Mark Mobius

 

Member of the Board of Directors

 

Total amount of remuneration paid to the members of the board of directors for the 2003 fiscal year is RUR 25,892 thousand.

 

The executive body of the Organization includes the following persons:

 

105



 

1). Sergei Arkadievich Plastinin - Chairman of the Management Board

2). Maksim Olegovich Byrdin

3). Dmitry Sergeevich Kolokatov

4). Leonid Andreyevich Kompaniets

5). Dmitry Victorovich Kupriyanov

6). Vladimir Vladimirovich Preobrazhensky

7). Pavel Andreyevich Smirnov

 

Total amount of remuneration paid to the members of the collective executive body (management board) for the 2003 fiscal year is RUR 19,129 thousand.

 

Subsidiary and Dependent Companies of the Organization

 

The following section contains information on subsidiary and dependent companies of the Organization, whose financial situation and operating results data were not included into these annual consolidated accounting statements:

 

Subsidiaries of the issuer

 

Full name: Open Joint Stock Company Lianozovo Dairy

Short name: LMK OJSC

Location: 127591, Moscow, Dmitrovskoye Chaussee, 108

Basis for classifying the company as a subsidiary of the issuer: the issuer holds a majority stake in the charter capital of the company

Share of the issuer in the charter capital of the subsidiary: 85.26%

Percentage of ordinary shares of the subsidiary held by the issuer: 85.26%

Share of the subsidiary in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the subsidiary: 0%

Description of the main type of operations of the subsidiary: production and sale of dairy and fermented-milk products.

 

Full name: Open Joint Stock Company Dairy Products Factory

Short name: Dairy Products Factory OJSC

Location: 352700 Krasnodar Province, Timashevsk, Gibridnaya Str. 2

Basis for classifying the company as a subsidiary of the issuer:  the issuer holds a majority stake in the charter capital of the company

Share of the issuer in the charter capital of the subsidiary: 70.31%

Percentage of ordinary shares of the subsidiary held by the issuer: 70.31%

Share of the subsidiary in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the subsidiary: 0%

Description of the main type of operations of the subsidiary: production and sale of dairy and fermented-milk products.

 

Full name: Closed Joint Stock Company Rodnik Production and Analytical Group

Short name: Rodnik PAG CJSC

Location: 103009 Moscow, Bryusov Per. 8/10, Bldg 2, 2nd Floor, Room 13a

Basis for classifying the company as a subsidiary of the issuer:  the issuer holds a majority stake in the charter capital of the company

Share of the issuer in the charter capital of the subsidiary: 100%

Percentage of ordinary shares of the subsidiary held by the issuer: 100%

Share of the subsidiary in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the subsidiary: 0%

Description of the main type of operations of the subsidiary: production and sale of juices and juice-containing products.

 

Full name: Closed Joint Stock Company WIMM-BILL-DANN Trade Company

Short name: WBD TC CJSC

 

106



 

Location: 103009 Moscow, Bryusov Per. 8/10, Bldg 2, 2nd Floor, Room 17

Basis for classifying the company as a subsidiary of the issuer:  the issuer holds a majority stake in the charter capital of the company

Share of the issuer in the charter capital of the subsidiary: 83.19%

Percentage of ordinary shares of the subsidiary held by the issuer: 83.19%

Share of the subsidiary in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the subsidiary: 0%

Description of the main type of operations of the subsidiary: production and sale of juices and juice-containing products.

 

Full name: Limited Liability Company Annino Dairy

Short name: Annino Dairy LLC

Location: Russia, Voronezh Region, Worker Settlement Anna, Sevastopolskaya Str. 4

Basis for classifying the company as a subsidiary of the issuer:  the issuer holds a majority stake in the charter capital of the company

Share of the issuer in the charter capital of the subsidiary: 78.56%

Share of the subsidiary in the charter capital of the issuer: 0%

Description of the main type of operations of the subsidiary: production and sale of dairy and fermented-milk products.

 

Full name: Closed Joint Stock Company Gulkevichi Creamery

Short name: Gulkevichi Creamery CJSC

Location: 352150 Krasnodar Province, Gulkevichi, Korotkov Str. 155

Basis for classifying the company as a subsidiary of the issuer:  the issuer holds a majority stake in the charter capital of the company

Share of the issuer in the charter capital of the subsidiary: 52.24%

Percentage of ordinary shares of the subsidiary held by the issuer: 52.24%

Share of the subsidiary in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the subsidiary: 0%

Description of the main type of operations of the subsidiary: production and sale of dairy and fermented-milk products.

 

Full name: Open Joint Stock Company Kharkov Dairy

Short name: KD OJSC

Location: 60172 Ukraine, Kharkov, Roganskaya Str. 149

Basis for classifying the company as a subsidiary of the issuer:  the issuer holds a majority stake in the charter capital of the company

Share of the issuer in the charter capital of the subsidiary: 75.075%

Percentage of ordinary shares of the subsidiary held by the issuer: 70.075%

Share of the subsidiary in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the subsidiary: 0%

Description of the main type of operations of the subsidiary: production and sale of dairy and fermented-milk products.

 

Full name: Open Joint Stock Company Roska

Short name: Roska OJSC

Location: 194292 Saint-Petersburg, Industrial Zone Parnas, 6th Verkhniy Per. 1

Basis for classifying the company as a subsidiary of the issuer:  the issuer holds a majority stake in the charter capital of the company

Share of the issuer in the charter capital of the subsidiary: 100%

Percentage of ordinary shares of the subsidiary held by the issuer: 100%

Share of the subsidiary in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the subsidiary: 0%

Description of the main type of operations of the subsidiary: production and sale of dairy and fermented-milk products.

 

Full name: Closed Joint Stock Company Darya

Short name: Darya CJSC

Location: 310172 Ukraine, Kharkov, Roganskaya Str. 149

 

107



 

Basis for classifying the company as a subsidiary of the issuer:  the issuer holds a majority stake in the charter capital of the company

Share of the issuer in the charter capital of the subsidiary: 98.84%

Percentage of ordinary shares of the subsidiary held by the issuer: 98.84%

Share of the subsidiary in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the subsidiary: 0%

Description of the main type of operations of the subsidiary: production and sale of dairy and fermented-milk products.

 

Full name: Limited Liability Company Wimm-Bill-Dann Mineral Water

Short name: Wimm-Bill-Dann Mineral Water LLC

Location: 109028 Moscow, Yauzsky bulvar, 16/15

Basis for classifying the company as a subsidiary of the issuer:  the issuer holds a majority stake in the charter capital of the company

Share of the issuer in the charter capital of the subsidiary: 100%

Share of the subsidiary in the charter capital of the issuer: 0%

Description of the main type of operations of the subsidiary: production and sale of mineral water.

 

Full name: Open Joint Stock Company Burin Dried Milk Plant

Short name: Burin Dried Milk Plant OJSC

Location: 245710 Ukraine, Sumy Region, Burin, Konotop Chaussee 1

Basis for classifying the company as a subsidiary of the issuer:  the issuer holds a majority stake in the charter capital of the company

Share of the issuer in the charter capital of the subsidiary: 76%

Percentage of ordinary shares of the subsidiary held by the issuer: 76%

Share of the subsidiary in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the subsidiary: 0%

Description of the main type of operations of the subsidiary: production and sale of dried milk.

 

Name: Open Joint Stock Company Tuimazy Dairy

Short name: Tuimazy Dairy OJSC

Location: Republic of Bashkortostan, Tuimazy, Severnaya Str. 9

Basis for classifying the company as a subsidiary of the issuer:  the issuer holds a majority stake in the charter capital of the company

Share of the issuer in the charter capital of the subsidiary: 85%

Percentage of ordinary shares of the subsidiary held by the issuer: 85%

Share of the subsidiary in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the subsidiary: 0%

Description of the main type of operations of the subsidiary: production and sale of dairy and fermented-milk products.

 

Name: Open Joint Stock Company Vladivostok Dairy

Short name: VMK OJSC

Location: 690087 Russian Federation, Vladivostok, Strelochnaya Str. 19

Basis for classifying the company as a subsidiary of the issuer:  the issuer holds a majority stake in the charter capital of the company

Share of the issuer in the charter capital of the legal entity: 97.44 %

Percentage of ordinary shares of the legal entity held by the issuer: 97.44 %

Share of the entity in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the legal entity: 0%

Description of the main type of operations of the subsidiary: production and sale of dairy and fermented-milk products.

 

108



 

1.                                       Companies controlled by the issuer

 

Name: Open Joint Stock Company Tsaritsino Dairy

Short name: TsMK OJSC

Location: 115201 Moscow, 1st Varshavskiy Proezd 6/10

Basis for classifying the company as a company controlled by the issuer: the issuer holds more than 20% of the charter capital of the company

Share of the issuer in the charter capital of the legal entity: 28.74%

Percentage of ordinary shares of the legal entity held by the issuer: 28.74%

Share of the entity in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the legal entity: 0%

Description of the main type of operations of the subsidiary: production and sale of dairy and fermented-milk products.

 

Full name: Open Joint Stock Company Children’s Dairy Products Factory

Short name: ZDMP OJSC

Location: 127591, Moscow, Dmitrovskoye Chaussee, 108-A

Basis for classifying the company as a company controlled by the issuer: the issuer holds more than 20% of the charter capital of the company

Share of the issuer in the charter capital of the subsidiary: 25.10 %

Percentage of ordinary shares of the controlled company held by the issuer: 25.10%

Share of the subsidiary in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the controlled company: 0%

Description of the main type of operations of the subsidiary: production and sale of dairy and fermented-milk products.

 

Full name: Open Joint Stock Company Ufamolagroprom

Short name: Ufamolagroprom OJSC

Location: 450038 Ufa, Internatsionalnaya Str. 129-a

Basis for classifying the company as a company controlled by the issuer:  the issuer holds more than 20% of the charter capital of the company

Share of the issuer in the charter capital of the controlled company: 47.70 %

Percentage of ordinary shares of the controlled company held by the issuer: 47.70%

Share of the controlled company in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the controlled company: 0%

Description of the main type of operations of the controlled company: production and sale of dairy and fermented-milk products.

 

Full name: Joint Stock Company of the Open Type Bishkeksut

Short name: Bishkeksut AOOT

Location: 720005 Republic of Kyrgyzstan, Bishkek, Chuy Prospect 12A

Basis for classifying the company as a company controlled by the issuer:  the issuer holds more than 20% of the charter capital of the company

Share of the issuer in the charter capital of the controlled company: 39.66 %

Percentage of ordinary shares of the controlled company held by the issuer: 39.66%

Share of the controlled company in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the controlled company: 0%

Description of the main type of operations of the controlled company: production and sale of dairy and fermented-milk products.

 

Name: Open Joint Stock Company Dairy Factory “Nizhegorodsky”

Short name: MK “N” OJSC; MK Nizhegorodsky OJSC

Location: 603309 Russian Federation, Nizhniy Novgorod, Larin Str. 19

Basis for classifying the company as a company controlled by the issuer:  the issuer holds more than 20% of the charter capital of the company

Share of the issuer in the charter capital of the legal entity: 44.59 %

Percentage of ordinary shares of the legal entity held by the issuer: 44.59 %

Share of the entity in the charter capital of the issuer: 0%

Percentage of ordinary shares of the issuer held by the legal entity: 0%

 

109



 

Description of the main type of operations of the controlled company: production and sale of dairy and fermented-milk products.

 

Information related to financial situation and operating results of the companies listed above was not included into consolidated annual accounting statements, as consolidated statements are prepared in accordance with the international accounting standards. [in accordance with Order of the Ministry of Finance of the Russian Federation dated December 30, 1996,  No. 112 “On Methodological Recommendations on Preparation and Submission of Consolidated Accounting Statements”, par. 8.]

 

Factors Affecting the Financial Situation of the Organization

 

Economic and Political Situation in Russia

 

The current economic conditions allow to characterize Russia as a transition country with middle-level inflation. Stabilization and successful growth of the economic system of the Russian Federation will largely depend on government efforts aimed at implementation of management, legal and economic reforms.

 

In the foreseeable future, operations of the Organization may be subject to the influence of such factors and their consequences. As a result, there is some uncertainty which may affect the future operations of the Organization.

 

 The attached accounting statements do not contain adjustments which could be made as a result of this uncertainty being resolved in the future. If necessary, such adjustments to accounting statements may be made in the future as manifest themselves and require a quantitative assessment.

 

BRIEF DESCRIPTION OF THE OPERATIONS OF ORGANIZATION IN 2003

 

Open Joint Stock Company Wimm-Bill-Dann Foods provided consultative services and services related to the use of the trademarks that it owns through execution of license agreements, both in the territory of the Russian Federation and in other CIS countries, including Kyrgyzstan and Ukraine.

 

At the end of 2003 the Company posted a significant increase of income, mostly due to expansion of its business and growth of the number of its customers.

 

ANALYSIS AND ASSESSMENT OF THE BALANCE SHEET STRUCTURE

 

As of December 31, 2003, the structure of the balance sheet was characterized by the following indicators:

 

Throughout 2003 Wimm-Bill-Dann Foods OJSC was financially stable, promptly repaid its creditors, and did not permit salary arrears.

Evaluation of the Company’s financial situation at the end of 2003 may be based on the following financial ratios:

Absolute liquidity ratio: 8.22

Acid ratio: 6.35

Current liquidity ratio: 14.57

Net working capital to current assets: –3.94

Financial independence ratio: 0.5

Financial independence ratio with respect to stock formation and costs: 156.93

When these ratios are considered together, the conclusion is that the risk that the Company will fail to repay its debts to creditors is minimal.

 

110



 

BRIEF DESCRIPTION OF ACCOUNTING POLICY PROVISIONS

 

Generation of Accounting Reports

 

Accounts of the Company are maintained in accordance with the provisions of the Federal Law No. 129-FZ “On Accounting” dated November 21, 1996 (as amended on March 28, 2002), Regulations on Accounting and Reporting in the Russian Federation approved by Order No. 34n of the RF Ministry of Finance dated July 29, 1998 (as amended on March 24, 2000), and the existing accounting standards.

 

Fixed Assets

 

In 2003 the Company depreciated fixed assets using the straight-line method.

 

Useful lives of fixed assets (in years) used for depreciation purposes are shown below:

 

 

 

Useful Lives (Months)

Groups of Fixed Assets

 

From (Min)

 

To (Max)

1. Perishable assets with useful lives of 1-2 years

 

13

 

13

2. Assets with useful lives ranging from 2 up to and including 3 years

 

25

 

25

3. Assets with useful lives ranging from 3 up to and including 5 years

 

37

 

37

4. Assets with useful lives ranging from 5 up to and including 7 years

 

61

 

61

5. Assets with useful lives ranging from 7 up to and including 10 years

 

85

 

85

6. Assets with useful lives ranging from 10 up to and including 15 years

 

121

 

121

8. Assets with useful lives ranging from 15 up to and including 20 years

 

181

 

181

8. Assets with useful lives ranging from 20 up to and including 25 years

 

241

 

241

9. Assets with useful lives ranging from 25 up to and including 30 years

 

301

 

301

 

Modification of the acquisition cost of fixed assets reflected in accounting records is allowed in the event of performance of additional construction works, installation of additional equipment, reconstruction, partial liquidation and revaluation of fixed assets.

 

The Organization did not perform any revaluation of its fixed assets.

 

Fixed assets received under agreements envisaging discharge of obligations (payment) in kind are evaluated as follows:

 

                  By the value of goods (valuables) transferred or subject to transfer. The value of goods (valuables) transferred or subject to transfer is established based on the price at which the value of similar goods (valuables) is usually established in similar circumstances.

 

                  If it proves impossible to establish the value of goods (valuables) transferred or subject to transfer, the value of fixed assets under agreements envisaging discharge of obligations (payment) in kind is determined by the value of received products (goods). The value of received products (goods) is established based on the price at which similar products (goods) are acquired in similar circumstances.

 

111



 

Intangible Assets

 

Intangible assets are registered in accounting records at the cost of acquisition. The cost of acquisition of intangible assets acquired for consideration is determined as the sum total of actual acquisition expenses net of value added tax and other refundable taxes (except where otherwise stipulated by the existing legislation of the Russian Federation). Following their original registration for accounting purposes, intangible assets are booked at their actual cost of acquisition less accumulated depreciation.

 

The Company depreciates its intangible assets using the straight-line method.

 

Depreciation charges related to intangible assets are reflected in the accounting records during the period in which they were made, and accrue regardless of the operating results of the Company for the reporting period.

 

Depreciation charges are booked in accounting records based on one of the following methods: accumulation of the appropriate amounts on a separate account.

 

Useful lives of intangible assets for depreciation purposes:

 

 

 

Useful Lives (Years)

Intangible Assets

 

From (Min)

 

To (Max)

Exclusive rights to trademarks

 

7

 

15

Exclusive rights to automated information systems

 

3

 

10

Other

 

20

 

20

 

Intangible assets received under agreements envisaging discharge of obligations (payment) in kind are evaluated as follows: The cost of acquisition of intangible assets received under agreements envisaging discharge of obligations (payment) in kind is determined by the value of goods (valuables) transferred or subject to transfer. The value of goods (valuables) transferred or subject to transfer is established based on the price at which the value of similar goods (valuables) is usually established in similar circumstances.

 

If it proves impossible to establish the value of goods (valuables) transferred or subject to transfer under such agreements, the cost of acquisition of received intangible assets is determined based on the price at which similar intangible assets are acquired in similar circumstances.

 

Inventories

 

Inventories are booked in accounting records at the actual cost of acquisition.

 

When released into production or otherwise disposed of, inventories are valued at average production cost applicable to each type of inventories.

 

Accounts Receivable

 

In 2003 the Organization did not create any bad debt provisions.

 

Income Items

 

Revenues are booked in accounting records as a cash amount equal to cash and other receipts and/or accounts receivable (subject to provisions of par. 3 of Accounting Standard “Corporate Income” PBU 9/99 No. 32n (as amended on December 30, 1999, and March 30, 2001)). If the amount of receipts covers only part of revenues,

 

112



 

 revenues are booked in accounting records as sum total of receipts and accounts receivable (to the extent not covered by receipts).

 

Revenues are recognized by the Organization for accounting purposes, if the following conditions are met simultaneously (par. 12 PBU 9/99):

 

                  The entity has the right to receive such revenues, and such right arises from a specific agreement, or is otherwise properly confirmed;

                  The amount of such revenues can be determined;

                  There are positive grounds to believe that this specific operation will increase economic benefits;

                  The title (right to possess, use and dispose) to the product (goods) has transferred from the entity to the buyer, or the work has been accepted by the customer (transportation services have been provided);

                  The expenses that have been incurred or will be incurred in connection with this operation can be determined.

 

For taxation purposes, revenues are recognized (upon shipment).

 

Revenues from performance of specific works, provision of specific services, sale of specific items are recognized for accounting purposes to the extent of readiness of such works, services, items, if the same can be determined.

 

Expense Items

 

Procedure for allocation of management expenses: Management expenses are allocated among types of operations in proportion to the revenues (net of taxes) from the sale of products (works, services) received from various types of operations.

 

Procedure for allocation of commercial expenses: Allocation of amounts on Account 44 “Selling Expenses” within each type of operations is performed in proportion to the gross income from the sale of products, goods (works, services).

 

Property Evaluation Methods

 

Evaluation of assets and liabilities is performed so that they can be reflected in accounting records and accounting reports in monetary terms.

 

The value of property acquired for a consideration is determined by summing up the actual costs of acquisition; the value of property received for free is determined as its market value as of the booking date; the value of property manufactured by the entity is determined as the appropriate manufacturing costs.

 

Depreciation charges with respect to fixed and intangible assets are deducted regardless of the operating results of the entity during the reporting period.

 

Application of other evaluation methods, including the provisioning method, is allowed in situations stipulated by the existing legislation of the Russian Federation and by the regulatory documents of government agencies responsible for accounting supervision.

 

113



 

Accounting records related to foreign exchange accounts and operations of the entity are maintained in Russian rubles at the exchange rate of the Central Bank of the Russian Federation as of the date of the appropriate operation.

 

Other

 

Accounting for Assets and Liabilities Denominated in Foreign Currencies

 

Accounting records related to assets and liabilities denominated in foreign currencies are maintained in accordance with the provisions of Accounting Standard PBU 3/2000 “Accounting for Assets and Liabilities Denominated in Foreign Currencies”.

 

Currency translation gains/losses are reflected in accounting records and reports during the reporting period which incorporates the date of discharge of the appropriate payment obligation, or for which accounting statements are prepared.

 

Currency translation gains/losses should be charged to the financial results of the entity as non-operating gains or non-operating losses.

 

Currency translation gains/losses are charged to the financial results to the extent they are booked in the accounting records.

 

Currency translation gains/losses related to the formation of charter (reserve) capital of the entity should be booked as additional capital.

 

Deferred Expenses

 

Expenses which have been incurred by the Organization during the reporting period but are related to future reporting periods are reflected in the accounting balance sheet as a separate item “Deferred Expenses”, and should be gradually written off during the period to which they are related.

 

Changes in the Accounting Policy

 

The following changes are expected to be made to the Accounting Policy in 2004 as compared to 2003:

 

                  Establishment of loan loss provisions;

                  Write-off of fixed assets with values under RUR 10 thousand at the time when they are put into operation;

                  Reclassification of long-term financial investments into short-term financial investments;

                  Reclassification of long-term loans and credits into short-term loans and credits.

 

CHANGES TO BOP BALANCE SHEET AS OF JANUARY 1, 2003

 

As of January 1, 2003, certain items of the beginning-of-period balance sheet were reclassified as follows:

 

RUR 317,844 thousand (balance on deposit accounts as of January 1, 2003) was moved from Line 260 “Cash” to Line 250 “Short-term Financial Investments”;

RUR 21,212 thousand (balance of interest accrued under loan agreements as of January 1, 2003) was moved from Line 250 “Short-term Financial Investments” to Line “Other Debtors.

As a result of the above reclassification:

“Short-term Financial Investments” increased by RUR 296,632 thousand;

“Cash” decreased by RUR 317,844 thousand;

“Other Debtors” increased by RUR 21,212 thousand.

 

114



 

Rationale: PBU 19/02 approved by Order of the Ministry of Finance of the Russian Federation No. 126n dated December 10, 2002.

 

RUR 12,621 thousand was moved from Line 470 “Retained Profit” to the reserve fund.

RUR 915 thousand was moved from Line 465 “Uncovered Past Losses” to Line 470 “Retained Profit”.

 

Rationale: Minutes No. 01-07 of the Annual General Meeting of Shareholders dated July 1, 2003.

 

FIXED ASSETS

 

Movement of fixed assets during the reporting year with a breakdown by the main groups (acquisition, disposal, etc.) and changes in the value of fixed assets at which they were originally booked (additional construction, installation of additional equipment, reconstruction, partial liquidation and revaluation of facilities).  Data provided in RUR thousand.

 

Groups of Fixed Assets

 

Acquisition Cost as of
December 31, 2002

 

Fixed Assets
Revaluation as of
January 1, 2003

 

Acquisition Cost as of
January 1, 2003

 

Acquisition During the
Year

 

Disposal During the
Year

 

Value Increase Due to
Additional
Construction,
Installation of
Additional Equipment,
Reconstruction

 

Acquisition Cost as of
December 31, 2003

 

Machines and Equipment

 

0

 

0

 

0

 

19 574

 

10

 

96

 

19 660

 

Tools and Implements

 

0

 

0

 

0

 

4 111

 

31

 

2

 

4 082

 

Total

 

0

 

0

 

0

 

23 685

 

41

 

98

 

23 742

 

 

Information on the movement during the year of fixed assets accumulated depreciation is provided in the following table:

 

Groups of Fixed Assets

 

Accumulated
Depreciation as of
December 31, 2002

 

Revaluation as of
January 1, 2003

 

Accumulated
Depreciation as of
January 1, 2003

 

Fixed Assets
Depreciation Accrued in
2003

 

Depreciation Accrued on
Fixed Assets Acquired
During the Year

 

Depreciation Written Off
on Fixed Assets Disposed
of During the Year

 

Accumulated
Depreciation as of
December 31, 2003

 

Machines and Equipment

 

0

 

0

 

0

 

2 463

 

2 463

 

10

 

2 463

 

Tools and Implements

 

0

 

0

 

0

 

526

 

526

 

31

 

526

 

Total

 

0

 

0

 

0

 

2 989

 

2 989

 

41

 

2 989

 

 

Information on fixed assets provided and obtained under lease agreements and booked on balance sheet accounts is provided below:

 

115



 

Groups of Fixed Assets

 

Book Value
as of January 1, 2003

 

Acquisition of Fixed
Assets

 

Disposal of Fixed
Assets

 

Book Value
as of December 31,
2003

 

Leased to Other Entities under Lease Agreements

 

0

 

0

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

Leased from Other Entities under Lease Agreements

 

0

 

279 733

 

0

 

279 733

 

 

INTANGIBLE ASSETS

 

The movement of intangible assets during the reporting year is shown in the table below (RUR thousand):

 

Groups of Intangible Assets

 

Acquisition Cost as
of
01. 01.2003

 

Acquisition of
Intangible Assets

 

Disposal of
Intangible Assets

 

Acquisition Cost as
of December 31, 2003

 

Exclusive rights to trademarks

 

1 145

 

8 123

 

 

 

9 268

 

Exclusive rights to automated information systems

 

 

 

14 426

 

 

 

14 426

 

Other

 

 

 

759

 

 

 

759

 

Total

 

1 145

 

23 308

 

 

 

24 453

 

 

The movement of intangible assets accumulated depreciation is shown in the following table:

 

Groups of Intangible Assets

 

Accumulated Depreciation
as of January 1, 2003

 

Depreciation Accrued in
2003 in Intangible Assets
Acquired Prior to 2003

 

Accumulated Depreciation
on Intangible Assets
Acquired in 2003

 

Accumulated Depreciation
on Intangible Assets
Disposed of in 2003

 

Accumulated Depreciation
as of December 31, 2003

 

Exclusive rights to trademarks

 

170

 

141

 

421

 

 

 

732

 

Exclusive rights to automated information systems

 

 

 

 

 

1868

 

 

 

1868

 

Other

 

 

 

 

 

13

 

 

 

13

 

Total

 

170

 

 

 

 

 

 

 

2613

 

 

116



 

LONG-TERM FINANCIAL INVESTMENTS

 

As of December 31, 2003, long-term financial investments consisted of the following items (RUR thousand):

 

Type of Financial Investments

 

Balance as of
January 1, 2003

 

Increase

 

Decrease

 

Balance as of
December 31,
2003

 

Units and Shares

 

2 069 571

 

904 883

 

 

 

2 974 454

 

 

 

 

 

 

 

 

 

 

 

Loans Extended

 

0

 

9 398 403

 

1 392 088

 

8 006 315

 

Total Investments (Line 140 Form No. 1)

 

2 069 571

 

10 303 286

 

1 392 088

 

10 980 769

 

 

Loans Extended

 

As of December 31, 2003, loans extended included the following items (RUR thousand):

 

Borrower

 

Loan Amount
as of December
31, 2003

 

Repayment
Date

 

Rubtsovo Dairy CJSC

 

196 499

 

31.12.05

 

LMK OJSC

 

2 025 185

 

31.12.05

 

Siberian Milk OJSC

 

639 241

 

31.12.05

 

Dairy Products Factory OJSC Timashevsk

 

745 075

 

31.12.05

 

Novokuibyshevskmoloko OJSC

 

13 066

 

31.12.05

 

ROSKA OJSC

 

227 752

 

31.12.05

 

TsMK OJSC

 

1 200 150

 

31.12.05

 

Valdai Springs LLC

 

254 047

 

31.12.05

 

DEPSONA CJSC

 

857 739

 

31.12.06

 

WBD TC CJSC

 

521 799

 

15.06.03

 

Vladivostok Dairy Factory OJSC

 

7 473

 

31.12.05

 

Dairy Factory “Nizhegorodsky” OJSC

 

41 302

 

31.12.05

 

Fruit Rivers LLC

 

869 547

 

31.12.05

 

Ramenskoye Diary Factory OJSC

 

407 440

 

31.12.05

 

Total

 

8 006 315

 

 

 

 

INVENTORIES

 

The structure of inventories as of December 31, 2003, is shown below (RUR thousand):

 

Inventory Group

 

Balance as of January 1, 2003

 

Balance as of
December 31, 2003

 

Tools and Implements

 

0

 

612

 

Total (Line 211 Form No. 1)

 

0

 

612

 

 

117



 

SHORT-TERM FINANCIAL INVESTMENTS

 

As of December 31, 2003, short-term financial investments had the following structure (RUR thousand):

 

Type of Financial Investments

 

Balance as of
January 1, 2003

 

Increase

 

Decrease

 

Balance as of
December 31,
2003

 

Loans Extended

 

3 138 914

 

487 583

 

3 626 497

 

0

 

Deposit Accounts

 

317 844

 

2 526 013

 

2 843 857

 

0

 

Fixed Income Securities

 

0

 

59 859

 

29 477

 

30 382

 

Total Investments (Line 250 Form No. 1)

 

3 456 758

 

3 073 455

 

6 499 831

 

30 382

 

 

ACCOUNTS RECEIVABLE

 

As of December 31, 2003, accounts receivable had the following structure (RUR thousand):

 

 

 

As of December 31, 2003

 

As of December 31, 2002

 

Accounts Receivable

 

Maturing
in Less
Than 12
Months

 

Maturing
in More
Than 12
Months

 

Maturing in
Less Than 12
Months

 

Maturing in
More Than
12 Months

 

Amounts Due from Buyers and Customers, including:

 

 

 

 

 

 

 

 

 

Vitamol-M CJSC

 

 

 

 

 

110

 

 

 

Grande-V CJSC

 

 

 

 

 

725

 

 

 

Lianozovsky CJSC

 

 

 

 

 

725

 

 

 

Bishkeksut JSC

 

198

 

 

 

 

 

 

 

Kharkov Dairy Factory AOOT

 

553

 

 

 

 

 

 

 

Karasuk Milk Subsidiary CJSC

 

90

 

 

 

 

 

 

 

Wimm-Bill-Dann Subsidiary Company

 

202

 

 

 

 

 

 

 

Gulkevichi Creamery CJSC

 

206

 

 

 

 

 

 

 

Depsona CJSC

 

2

 

 

 

 

 

 

 

Moscow Region Milk CJSC

 

14

 

 

 

 

 

 

 

Food Production CJSC

 

3

 

 

 

110

 

 

 

Rubtsovo Dairy CJSC

 

90

 

 

 

 

 

 

 

Wimm-Bill-Dann TC CJSC

 

1 704

 

 

 

658

 

 

 

Children’s Dairy Products Factory OJSC, Tver Branch

 

894

 

 

 

 

 

 

 

Kiev City Dairy No. 3 OJSC

 

1 654

 

 

 

 

 

 

 

Lianozovo Dairy Factory OJSC

 

34 250

 

 

 

407

 

 

 

Dairy Factory “Nizhegorodsky” OJSC

 

2 153

 

 

 

 

 

 

 

Dairy Products Factory OJSC, Timashevsk

 

2 838

 

 

 

19

 

 

 

Novokuibyshevskmoloko OJSC

 

610

 

 

 

 

 

 

 

Ramenskoye Diary Factory OJSC

 

7

 

 

 

 

 

 

 

Roska OJSC

 

5 736

 

 

 

 

 

 

 

Siberian Milk OJSC

 

5 857

 

 

 

67

 

 

 

Tuimazy Dairy OJSC

 

105

 

 

 

 

 

 

 

Ufamolagroprom OJSC

 

13 466

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tsaritsino Dairy Factory OJSC

 

16 165

 

 

 

407

 

 

 

Vladivostok Dairy Factory OJSC

 

519

 

 

 

4

 

 

 

Annino Dairy LLC

 

91

 

 

 

 

 

 

 

Vitafruct LLC

 

185

 

 

 

 

 

 

 

Veidelevka Milk LLC

 

182

 

 

 

 

 

 

 

 

118



 

Nectarin LLC, Novosibirsk

 

1 490

 

 

 

 

 

 

 

Omsk Dairy Trading House Wimm-Bill-Dann LLC

 

82

 

 

 

 

 

 

 

Ramenskoye Juices LLC

 

21

 

 

 

 

 

 

 

Ramenskoye Milk LLC

 

 

 

 

 

724

 

 

 

Valdai Springs LLC

 

100

 

 

 

 

 

 

 

Siberian Juices LLC

 

5

 

 

 

 

 

 

 

Fruit Rivers LLC, 103009 Moscow, Bryusov Pereulok

 

21 356

 

 

 

509

 

 

 

Fructola LLC

 

237

 

 

 

724

 

 

 

S.A. Plastinin

 

13 977

 

 

 

 

 

 

 

United Burlington Investments Limited

 

4 908

 

 

 

 

 

 

 

Ehrmann AG Oberschenegg

 

 

 

 

 

173

 

 

 

Production and Construction Cooperative “Altervest”

 

 

 

 

 

72

 

 

 

G.A. Yushvayev

 

141

 

 

 

 

 

 

 

Total Amounts Due from Buyers and Customers

 

130 091

 

 

 

5 434

 

 

 

Promissory Notes Receivable

 

0

 

0

 

0

 

0

 

Advances Extended, Including:

 

 

 

 

 

 

 

 

 

Roland Berger Strategy Consultants GmbH

 

1 253

 

 

 

 

 

 

 

World Economic Forum

 

309

 

 

 

 

 

 

 

Karasuk Milk Subsidiary CJSC

 

4 268

 

 

 

 

 

 

 

LANIT CJSC

 

2 822

 

 

 

 

 

 

 

MDM Bank JSCB

 

 

 

 

 

2

 

 

 

American Appraisal, INC.

 

 

 

 

 

859

 

 

 

International Moscow Bank CJSC

 

50

 

 

 

 

 

 

 

Publicitas-CIS CJSC

 

 

 

 

 

190

 

 

 

Development of EXPERT-PERSONNEL System Foundations CJSC

 

663

 

 

 

 

 

 

 

Milk Products Factory, Timashevsk

 

 

 

 

 

341 636

 

 

 

Ward Howell International CJSC

 

218

 

 

 

191

 

 

 

FID “Business Express” CJSC

 

1

 

 

 

 

 

 

 

NCC “National Depositary Center”

 

681

 

 

 

 

 

 

 

NCP “RTS Stock Exchange”

 

1

 

 

 

 

 

 

 

Alpha-Bank OJSC

 

4 535

 

 

 

3 927

 

 

 

Geominvod LLC

 

 

 

 

 

190

 

 

 

Information Business Systems LLC

 

 

 

 

 

2068

 

 

 

Kiev City Dairy No. 3 OJSC

 

249 348

 

 

 

 

 

 

 

Rosno OJSC

 

347

 

 

 

 

 

 

 

FBC Consulting LLC

 

 

 

 

 

1144

 

 

 

Barket Trade LLC

 

95

 

 

 

 

 

 

 

Uniform Trading System Chancellor LLC

 

10

 

 

 

 

 

 

 

Premium-Art LLC

 

2

 

 

 

 

 

 

 

Prominzhtechservice LLC

 

121

 

 

 

 

 

 

 

RBC-CENTER LLC

 

2 679

 

 

 

 

 

 

 

N J Club LLC

 

23

 

 

 

 

 

 

 

Patent and Law Firm “JUS” LLC

 

147

 

 

 

30

 

 

 

CMD-Soft LLC

 

 

 

 

 

2

 

 

 

INNOTECH Center LLC

 

84

 

 

 

266

 

 

 

Antiled LLC

 

4

 

 

 

 

 

 

 

Foundation “Stock Market and Management Institute”

 

 

 

 

 

222

 

 

 

Russian Patent and Trademark Agency

 

157

 

 

 

6

 

 

 

STANDARD & POOR’S INTERNATIONAL SERVICES, INC. MOSCOW

 

966

 

 

 

 

 

 

 

FEDERAL INDUSTRIAL PROPERTY INSTITUTE

 

3

 

 

 

2

 

 

 

 

119



 

 

Total Advances Extended

 

268 787

 

0

 

350 735

 

0

 

Other Accounts Receivable,  Including:

 

 

 

 

 

 

 

 

 

Due from State Budgets (A/C 68 “Settlements with State Budgets”), incl.:

 

0

 

 

 

6 970

 

 

 

Profit Tax

 

 

 

 

 

1 475

 

 

 

Property Tax

 

 

 

 

 

 

 

 

 

VAT

 

 

 

 

 

5 495

 

 

 

Other Taxes

 

 

 

 

 

 

 

 

 

Due from Extra-Budgetary Funds

 

281

 

 

 

77

 

 

 

Due from Personnel, Other Operations (A/C 73 “Settlements with Personnel, Other Operations”, A/C 71 “Settlements with Accountable Persons”)

 

998

 

 

 

 

 

 

 

Other Accounts Receivable (A/C 76-2 “Settlements under Claims”, A/C 76 “Settlements with Various Debtors and Creditors”)

 

119 036

 

 

 

27600

 

 

 

Total Other Accounts Receivable

 

120 315

 

0

 

34 647

 

0

 

 

CHARTER CAPITAL

 

No changes occurred in the Company’s charter capital during the reporting period.

 

The number of shares issued and fully paid up as of December 31, 2003, was:

Information on the shares:

Consecutive number of the issue: 1

Category: ordinary

Form of securities: registered book-entry

Par value of one security of the issue: 20 rubles

 

Number of securities in the issue: 35 000 000

Total value of the issue: 700 000 000

 

Information on the state registration of the issue:

Date of registration: 15.06.2001

Registration number: 1-01-06005-A

State registration authority: FCSM of Russia, Regional Office, Central Federal District

 

Consecutive number of the issue: 2

Category: ordinary

Form of securities: registered book-entry

Par value of one security of the issue: 20 rubles

 

Number of securities in the issue: 9 000 000

Total value of the issue: 180 000 000

 

Information on the state registration of the issue:

Date of registration: 30.10.2001

Registration number: 1-02-06005-A

State registration authority: FCSM of Russia

 

ACCOUNTS PAYABLE

 

As of December 31, 2003, accounts payable had the following structure (RUR thousand):

 

120



 

Accounts Payable Item

 

Balance as of January 1,
2003

 

Balance as of December
31, 2003

 

Suppliers and Contractors:

 

 

 

 

 

Sovintel SCS LLC

 

 

 

226

 

Pricewaterhouse Coopers Central Asia B.V.

 

 

 

1,538

 

AeroClub CJSC

 

 

 

148

 

Company MTU-Inform CJSC

 

 

 

32

 

King’s Water CJSC

 

 

 

30

 

Midi Print CJSC

 

 

 

70

 

Wimm-Bill-Dann TC CJSC

 

 

 

29

 

BDO Unicon CJSC

 

 

 

202

 

DHL International CJSC

 

 

 

58

 

Advertising Agency “Media Arts” CJSC

 

 

 

101

 

Accenture PL, Moscow Representative Office

 

 

 

1,106

 

NGEI “Business Skills Development Center”

 

 

 

26

 

Lianozovo Dairy Factory OJSC

 

 

 

14,323

 

Mobile TeleSystems OJSC

 

 

 

199

 

AEROCOM OJSC

 

 

 

66

 

4S Formula LLC

 

 

 

265

 

LeBoeuf, Lamb, Greene & MacRae LLP

 

 

 

15,100

 

Market Group LLC

 

 

 

106

 

Media Group “New Company International” LLC

 

 

 

884

 

POSTER business gifts LLC

 

 

 

82

 

Premium-Art LLC

 

 

 

32

 

Studio Amber LLC

 

 

 

327

 

Patent and Law Firm “JUS” LLC

 

 

 

60

 

ENERIT LLC

 

 

 

239

 

Latham & Watkins LLP Branch

 

 

 

536

 

Ernst & Young (CIS) Limited

 

 

 

3,534

 

ING Bank Ukraine

 

30

 

 

 

LMK OJSC

 

3

 

 

 

EO ISSA LLC

 

1,030

 

 

 

Investment Consulting XX1 Century LLC

 

7,949

 

 

 

PricewaterhouseCoopers

 

696

 

 

 

Total Due to Suppliers and Contractors

 

9 708

 

39 319

 

Promissory Notes Payable to Third Parties

 

0

 

0

 

Advances Received from Third Parties

 

0

 

0

 

 

 

 

 

 

 

Total Advances Received from Third Parties

 

0

 

0

 

Other Creditors:

 

 

 

 

 

Private Individual

 

6

 

 

 

Due to Personnel, Other Operations (A/C 73 “Settlements with Personnel, Other Operations”, A/C 71 “Settlements with Accountable Persons”)

 

 

 

181

 

Other

 

 

 

26

 

Total Other Creditors

 

6

 

207

 

 

AMOUNTS DUE TO STATE EXTRA-BUDGETARY FUNDS

 

As of December 31, 2003, amounts due to extra-budgetary funds had the following structure (RUR thousand):

 

121



 

 

 

Amounts Due as of
January 1, 2003

 

Amounts Due as of
December 31, 2003

 

 

 

 

 

 

 

Uniform Social Tax

 

0

 

 

 

Including:

 

 

 

 

 

Social Insurance Fund

 

0

 

0

 

Contributions to Pension Fund (Insurance Portion)

 

0

 

294

 

Contributions to Pension Fund (Savings Portion)

 

0

 

36

 

Pension Fund

 

0

 

254

 

Mandatory Medical Insurance Fund

 

0

 

59

 

 

 

 

 

 

 

Mandatory Social Insurance Fund (Industrial Accidents and Occupational Diseases Insurance)

 

0

 

30

 

 

 

 

 

 

 

Total (Line 625 of the Balance Sheet)

 

0

 

673

 

 

TAX ARREARS

 

As of December 31, 2003, tax arrears due to the state budget had the following structure (RUR thousand):

 

Tax (Duty)

 

Amounts Due as
of January 1, 2003

 

Amounts Due as of
December 31, 2003

 

Profit (Income) Tax

 

 

 

8 426

 

Value Added Tax

 

 

 

14 219

 

Individual Income Tax

 

 

 

2353

 

Property Tax

 

49

 

413

 

Advertising Tax

 

149

 

532

 

Other

 

4

 

 

 

 

 

 

 

 

 

Total Taxes (Duties) Due (Line 626 of the Balance Sheet)

 

202

 

25 943

 

 

CREDITS AND LOANS

 

As of December 31, 2003, borrowings included the following items (RUR thousand):

 

 

 

As of January 1, 2003

 

As of December 31, 2003

 

 

 

Short-Term
Obligations

 

Long-Term
Obligations

 

Short-Term
Obligations

 

Long-Term
Obligations

 

Bank Credits (Principal Amount)

 

0

 

0

 

290

 

4 418 175

 

Bank Credits (Interest)

 

0

 

0

 

0

 

41 727

 

Other Loans (Principal Amount)

 

0

 

0

 

0

 

1 500 000

 

Other Loans (Interest)

 

0

 

0

 

0

 

38 404

 

Total Borrowings

 

0

 

0

 

290

 

5 998 306

 

 

Short-Term Borrowings

 

As of December 31, 2003, short-term borrowings included the following items (RUR thousand):

 

122



 

Name of the Bank

 

Loans
Outstanding as of
December 31,
2003

 

Raiffeisenbank CJSC

 

290

 

 

 

 

 

Total Short-Term Credits

 

290

 

 

Long-Term Borrowings

 

As of December 31, 2003, long-term borrowings included the following items:

 

Name of the Bank

 

Loans Outstanding as
of December 31, 2003

 

Annual
Interest
Rate

 

Notes (credit currency and
outstanding balance in foreign
currency as of December 31, 2003,
type of security)

 

UBS AG LUXEMBOURG SA

 

4 459 902

 

8.5

%

151 416 666.67 US dollars.  Security: Guarantee Agreement between the bank and LMK OJSC, TsMK OJSC, and WBD TC CJSC, dated May 14, 2003.

 

 

 

 

 

 

 

 

 

Total Long-Term Credits

 

4 459 902

 

 

 

 

 

 

DISCLOSURE OF EXPENSE AND INCOME INFORMATION

 

Information on revenues from the sale of goods, products, works, services (net of VAT, excise duties and other similar payments) (PBU 9/99), cost of sold goods, products, works, services, and commercial and management expenses is provided below (PBU 10/99) (RUR thousand):

 

Type of Operations

 

Revenues from the
Sale of Goods,
Products, Works,
Services (Net of VAT,
Excise Duties and
Other Similar
Payments)

 

Cost of Goods,
Products,
Works, Services
Sold

 

Gross Profit

 

Provision of services under licensing agreements for the granting of trademark use rights

 

392076

 

5032

 

387 044

 

Provision of consulting services

 

78103

 

24 370

 

53 733

 

Provision of other services

 

349

 

315

 

34

 

Total

 

470528

 

29 717

 

440 811

 

 

123



 

During the reporting year, the Organization did not sell goods, products, works or services under agreement envisaging payment in kind.

 

The following table presents information on expenses incurred in the course of routine business operations with a breakdown by cost items (par. 22 PBU 10/99):

 

 

 

2003

 

2002

 

Material Costs

 

 

 

 

 

Payroll Costs

 

190627

 

10966

 

Contributions to Social Funds

 

15461

 

1212

 

Depreciation

 

4784

 

22

 

Other Expenses,  Including:

 

337789

 

56472

 

Lease

 

126 228

 

10

 

Audit Services

 

25 772

 

22 930

 

Register Maintenance

 

1 372

 

341

 

Voluntary Insurance

 

1 347

 

 

 

Information and Consulting Services

 

68 737

 

15 839

 

Travel Expenses

 

10 153

 

 

 

Road User Tax

 

 

 

56

 

Personnel Training

 

829

 

24

 

Representative Expenses

 

2 122

 

34

 

Security Issuance Expenses

 

 

 

14 332

 

Organization Management Expenses

 

 

 

780

 

License Agreement Expenses

 

4 370

 

 

 

Vacation Benefits Provision

 

11 409

 

 

 

Advertising Services

 

16 426

 

 

 

Office Equipment Maintenance and Repair

 

1 533

 

 

 

Current Repairs

 

97

 

 

 

Bank Services

 

2

 

2

 

Utility Services

 

3

 

 

 

Notary Services

 

79

 

33

 

Press Release Distribution Services

 

5 600

 

 

 

Personnel Selection Services

 

2 844

 

318

 

Valuables Storage Services

 

26

 

 

 

Communication Services

 

4 915

 

 

 

Legal Services

 

43 314

 

1 413

 

Other

 

10 611

 

360

 

Total Expenses

 

548661

 

68672

 

 

OTHER OPERATING INCOME AND EXPENSE ITEMS

 

In 2003 the Organization received the following operating income and incurred the following operating expenses (RUR thousand):

 

124



 

 

 

 

 

2003 Income

 

2003 Expenses

 

Other Operating Income and Expense Items

 

Line

 

Line 090, Form
No. 2

 

Line 100, Form
No. 2

 

Gains/Losses on the Sale of F/X-Denominated Valuables

 

 

 

4 712 834

 

4 714 389

 

Gains/Losses on Bill Operations

 

 

 

305036

 

305 036

 

Assignment of Bill Deposit Claim

 

 

 

63691

 

63687

 

Redemption of LMK OJSC Bonds

 

 

 

28475

 

28519

 

Taxes

 

 

 

 

 

14239

 

Expenses Associated with Participation in Joint Operations

 

 

 

 

 

31 724

 

Fee for the Payment of Coupon Income

 

 

 

 

 

65

 

Security Issuance Expenses

 

 

 

 

 

21167

 

Bank Services

 

 

 

 

 

8357

 

Loan Extension Expenses

 

 

 

 

 

114 803

 

Total Other Operating Income and Expense Items

 

 

 

5 110 036

 

5 301 986

 

 

NON-OPERATING INCOME AND EXPENSE ITEMS

 

In 2003 the Organization received the following non-operating income and incurred the following non-operating expenses (RUR thousand):

 

 

 

 

 

2003 Income

 

2003 Expenses

 

Non-Operating Income and Expense Items

 

Line

 

Line 120, Form
No. 2

 

Line 130, Form No. 2

 

Currency Translation Gains/Losses

 

 

 

292 190

 

144 371

 

Inflationary Gains/Losses

 

 

 

31 659

 

-710

 

Free Document Distribution Services Received in 2002

 

 

 

147

 

321

 

Other

 

 

 

2

 

1014

 

Charity

 

 

 

 

 

10868

 

Material Assistance

 

 

 

 

 

1899

 

Officer Liability Insurance

 

 

 

 

 

16817

 

Fixed Assets Evaluation Services Provided by Third Parties (American Appraisal)

 

 

 

 

 

120

 

Aquarium Maintenance

 

 

 

 

 

2931

 

Acquisition of Master Group Companies

 

 

 

 

 

645

 

Trademark Manufacturers Association Membership Fee

 

 

 

 

 

1793

 

Acquisition of Samarlacto

 

 

 

 

 

53

 

Economic Forum Participation Fee

 

 

 

 

 

3604

 

Expenses Associated with Trade Designations Not Subject to Registration by Russian Patent Bureau

 

 

 

 

 

222

 

R&D Expenses Associated with Development of an Investment Management System

 

 

 

 

 

195

 

Curling Tournament Organization Expenses (PR)

 

 

 

 

 

120

 

Medical Expenses

 

 

 

 

 

310

 

Material Benefit

 

 

 

 

 

0

 

Organization of a Gala Event in Gostiniy Dvor (RusMedia)

 

 

 

 

 

15877

 

Advertising Expenses Write-Off

 

 

 

 

 

1696

 

Organization of the “Healthy Food” Forum (ETS Partners, etc.)

 

 

 

 

 

1462

 

Development and Printing of Photographs (Avanta LLC)

 

 

 

 

 

17

 

Holding Advertisement (Corinth)

 

 

 

 

 

87

 

Chamber of Commerce and Industry Membership Fee

 

 

 

 

 

40

 

NGEI International Industrial Academy Membership Fee

 

 

 

 

 

32

 

NCP Russian Directors Institute Membership Fee

 

 

 

 

 

154

 

Russian-American Business Cooperation Council Membership Fee

 

 

 

 

 

312

 

 

125



 

Visa and Membership Fee (Bliznyuk)

 

 

 

 

 

15

 

Penalty for Air Tickets Return (AeroClub)

 

 

 

 

 

7

 

Postal Expenses (a/o Gavrilenko)

 

 

 

 

 

7

 

Soyuz Vacation Hotel Boarding Expenses

 

 

 

 

 

101

 

Distribution of the “For the Company” Newspaper

 

 

 

 

 

481

 

Express Moscow-Sarov-Moscow

 

 

 

 

 

1643

 

Founders’ Contribution to NPF “Rosno-WBD”

 

 

 

 

 

15000

 

Catering Expenses Refund

 

 

 

 

 

990

 

Additional Vacation Benefits

 

 

 

 

 

2573

 

Subscription

 

 

 

 

 

9

 

Unsubstantiated Travel Expenses

 

 

 

 

 

379

 

Certified Write-Off of Commodities and Materials

 

 

 

 

 

642

 

Office Water Supply

 

 

 

 

 

3

 

Information Booklet on WBD Group (Enerit)

 

 

 

 

 

20

 

Information Media Campaign on Core Production Operations of the Customer “Soyuz-Alliance”

 

 

 

 

 

0

 

Boarding and Transportation Services Provided by Mr. Odas

 

 

 

 

 

452

 

Court Representation Services with Respect to UBS, Moody’s, in the Event of Disputes

 

 

 

 

 

77

 

Virtual Server Maintenance (CETIS)

 

 

 

 

 

2

 

Write-Off of Non-Productive Materials

 

 

 

 

 

139

 

Securities MTM Gains/Losses

 

 

 

 

 

336

 

Total Non-Operating Income and Expense Items

 

 

 

323 998

 

229 619

 

 

EXTRAORDINARY INCOME AND EXPENSE ITEMS

 

No extraordinary income or expense items were registered in 2003.

 

DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES

 

The Organization posted RUR 306 thousand to Line 154 (Form 1) “Deferred Tax Assets”, and RUR 525 thousand to Line 515 “Deferred Tax Liabilities”. Due to the impossibility of reflecting deferred tax assets and deferred tax liabilities at the beginning of the reporting year, as this will change the amount of retained profit available for distribution among shareholders, the appropriate positions at the end of the year are represented by information for the year preceding the reporting year.

Deferred tax assets: RUR 207 thousand.

Deferred tax liabilities: RUR 501 thousand.

Contingent income for the reporting period is RUR 152,656 thousand. Tax deferral gains/losses during the reporting period are RUR 21,747 thousand.

 

EARNINGS PER SHARE

 

The Company has no convertible securities or agreements for purchase/sale of ordinary shares from the issuer at below market value; consequently, accounting statements reflect only base profit (loss) per share.

 

In 2003 the Organization’s earnings per share were RUR 2,142.

 

The base earnings per share is a reflection of the profit for the reporting period which may be potentially distributed among the holders of ordinary shares of the Company. This indicator is calculated as a ratio of base profit for the reporting year and the average weighted number of outstanding ordinary shares during the reporting year.  Base profit is defined as the net profit for the reporting year.

 

126



 

The Company has no ordinary shares that may potentially have the dilution effect; consequently, base earnings per share and diluted profit are the same.

 

The net (undistributed) profit of the Company during the reporting period is RUR 94,263 thousand.

 

DISCONTINUED OPERATIONS

 

Wimm-Bill-Dann Foods OJSC does not intend to discontinue any of its current operations.

 

AFFILIATED PERSONS

 

In 2003 the Organization conducted material operations with the following affiliated persons:

 

Affiliated Person

 

Balance as
of January
1, 2003,
RUR
thousand

 

Services
Provided, RUR
thousand

 

Inflationary /
Currency
Translation
Gains/Losses,
RUR
thousand

 

Paid for
Services,
RUR
thousand

 

Balance as of
December 31,
2003 (RUR
thousand)

 

Nature of Relations

 

Maritime Brewing Industry OJSC

 

 

 

825

 

 

 

825

 

 

 

Provision of IT consulting services

 

Volga-Invest CJSC

 

 

 

816

 

 

 

816

 

 

 

Provision of IT consulting services

 

M.I. Vishnyakov

 

 

 

3,509

 

 

 

3,509

 

 

 

Provision of consulting services

 

M.V. Dubinin

 

 

 

11,560

 

 

 

11,560

 

 

 

Provision of consulting services

 

V.E. Evdokimov

 

 

 

684

 

 

 

684

 

 

 

Provision of consulting services

 

A.S. Orlov

 

 

 

7,079

 

 

 

7,079

 

 

 

Provision of consulting services

 

S.A. Plastinin

 

 

 

13,977

 

 

 

 

 

13,977

 

Provision of consulting services

 

G.A. Yushvayev

 

 

 

21,384

 

 

 

21,242

 

142

 

Provision of consulting services

 

D. Iakobachvili

 

 

 

7,361

 

 

 

7,361

 

 

 

Provision of consulting services

 

E.L. Yaroslavsky

 

 

 

3,009

 

 

 

3,009

 

 

 

Provision of consulting services

 

United Burlington

 

 

 

4,908

 

 

 

 

 

4,908

 

Provision of consulting services

 

WBD Ufa LLC

 

 

 

25

 

 

 

25

 

 

 

Provision of consulting services

 

Wimm-Bill-Dann Subsidiary Company

 

 

 

102

 

 

 

 

 

102

 

Provision of consulting services

 

Ufamolagroprom OJSC

 

 

 

57

 

 

 

57

 

 

 

Provision of consulting services

 

WBD Novosibirsk LLC

 

 

 

24

 

 

 

24

 

 

 

Provision of consulting services

 

WBD Vladivostok LLC

 

 

 

64

 

 

 

64

 

 

 

Provision of consulting services

 

WBD Kazan LLC

 

 

 

13

 

 

 

13

 

 

 

Provision of consulting services

 

WBD Krasnoyarsk LLC

 

 

 

41

 

 

 

41

 

 

 

Provision of consulting services

 

WBD Rostov-on-Don LLC

 

 

 

23

 

 

 

23

 

 

 

Provision of consulting services

 

Lianozovo-Samara LLC

 

 

 

34

 

 

 

34

 

 

 

Provision of consulting services

 

Neva Dairy Trading House LLC

 

 

 

29

 

 

 

29

 

 

 

Provision of consulting services

 

 

127



 

Ural Dairy Trading House WBD LLC

 

 

 

45

 

 

 

45

 

 

 

Provision of consulting services

 

Bishkeksut JSC

 

 

 

385

 

 

 

205

 

180

 

Provision of consulting services

 

Kharkov Dairy Factory AOOT

 

 

 

425

 

 

 

 

 

425

 

Provision of consulting services

 

Karasuk Milk Subsidiary CJSC

 

 

 

360

 

 

 

270

 

90

 

Provision of consulting services

 

Gulkevichi Creamery CJSC

 

 

 

405

 

 

 

315

 

90

 

Provision of consulting services

 

Rubtsovo Dairy CJSC

 

 

 

360

 

 

 

270

 

90

 

Provision of consulting services

 

WBD TC CJSC

 

 

 

1,567

 

 

 

 

 

1,567

 

Provision of consulting services

 

Kiev City Dairy Plant No. 3 OJSC

 

 

 

360

 

 

 

90

 

270

 

Provision of consulting services

 

LMK OJSC

 

 

 

1,322

 

 

 

1,232

 

90

 

Provision of consulting services

 

MK Nizhegorodsky OJSC

 

 

 

1,461

 

 

 

1,044

 

417

 

Provision of consulting services

 

Dairy Products Factory OJSC, Timashevsk

 

 

 

1,401

 

 

 

1,298

 

102

 

Provision of consulting services

 

Novokuibyshevskmoloko OJSC

 

 

 

575

 

 

 

 

 

575

 

Provision of consulting services

 

Roska OJSC

 

 

 

799

 

 

 

 

 

799

 

Provision of consulting services

 

Siberian Milk OJSC

 

 

 

1,152

 

 

 

744

 

409

 

Provision of consulting services

 

Tuimazy Dairy OJSC

 

 

 

500

 

 

 

394

 

105

 

Provision of consulting services

 

TsMK OJSC

 

 

 

4,038

 

 

 

3,948

 

90

 

Provision of consulting services

 

VMK OJSC

 

 

 

682

 

 

 

592

 

90

 

Provision of consulting services

 

Annino Dairy LLC

 

 

 

383

 

 

 

293

 

90

 

Provision of consulting services

 

Veidelevka Milk LLC

 

 

 

360

 

 

 

180

 

180

 

Provision of consulting services

 

Valdai Springs LLC

 

 

 

386

 

 

 

296

 

90

 

Provision of consulting services

 

Kharkov Dairy Factory AOOT

 

 

 

1

 

 

 

 

 

1

 

Surety services

 

Kiev City Dairy Plant No. 3 OJSC

 

 

 

2

 

 

 

2

 

 

 

Surety services

 

Dairy Products Factory OJSC, Timashevsk

 

 

 

2

 

 

 

2

 

 

 

Surety services

 

Siberian Milk OJSC

 

 

 

5

 

 

 

 

 

 

 

Surety services

 

Bishkeksut JSC

 

 

 

38

 

 

 

20

 

18

 

Licensing agreement

 

Kharkov Dairy Factory AOOT

 

 

 

127

 

 

 

 

 

127

 

Licensing agreement

 

Wimm-Bill-Dann Subsidiary Company

 

 

 

100

 

 

 

 

 

100

 

Licensing agreement

 

Vitamol-M CJSC

 

110

 

88

 

 

 

198

 

 

 

Licensing agreement

 

Grande-V CJSC

 

725

 

144

 

 

 

869

 

 

 

Licensing agreement

 

Gulkevichi Creamery CJSC

 

 

 

717

 

 

 

601

 

116

 

Licensing agreement

 

Depsona CJSC

 

 

 

24

 

 

 

22

 

2

 

Licensing agreement

 

Lianozovsky CJSC

 

724

 

139

 

 

 

863

 

 

 

Licensing agreement

 

Moscow Region Milk CJSC

 

 

 

14

 

 

 

 

 

14

 

Licensing agreement

 

Food Production CJSC

 

110

 

10,834

 

 

 

10,941

 

3

 

Licensing agreement

 

WBD TC CJSC

 

656

 

845

 

 

 

1,366

 

136

 

Licensing agreement

 

ZDMP OJSC

 

 

 

9,460

 

 

 

8,566

 

894

 

Licensing agreement

 

Kiev City Dairy Plant No. 3 OJSC

 

 

 

1,384

 

 

 

 

 

1,384

 

Licensing agreement

 

LMK OJSC

 

407

 

179,102

 

 

 

145,349

 

34,160

 

Licensing agreement

 

MK Nizhegorodsky OJSC

 

 

 

11,170

 

 

 

9,435

 

1,735

 

Licensing agreement

 

Dairy Products Factory OJSC, Timashevsk

 

19

 

23,748

 

 

 

21,031

 

2,736

 

Licensing agreement

 

Novokuibyshevskmoloko OJSC

 

 

 

35

 

 

 

 

 

35

 

Licensing agreement

 

RMK OJSC

 

 

 

7

 

 

 

 

 

7

 

Licensing agreement

 

 

128



 

Roska OJSC

 

 

 

4,682

 

 

 

 

 

4,682

 

Licensing agreement

 

Siberian Milk OJSC

 

67

 

20,891

 

 

 

15,515

 

5,443

 

Licensing agreement

 

Ufamolagroprom OJSC

 

 

 

13,466

 

 

 

 

 

13,466

 

Licensing agreement

 

TsMK OJSC

 

407

 

77,186

 

 

 

61,518

 

16,075

 

Licensing agreement

 

VMK OJSC

 

4

 

5,009

 

 

 

4,584

 

429

 

Licensing agreement

 

Annino Dairy LLC

 

 

 

9

 

 

 

8

 

1

 

Licensing agreement

 

Vitafruct LLC

 

 

 

956

 

 

 

771

 

185

 

Licensing agreement

 

Veidelevka Milk LLC

 

 

 

9

 

 

 

8

 

1

 

Licensing agreement

 

Nectarin LLC

 

 

 

8,785

 

 

 

7,295

 

1,490

 

Licensing agreement

 

Ramenskoye Juices LLC

 

 

 

197

 

 

 

176

 

21

 

Licensing agreement

 

Ramenskoye Milk LLC

 

725

 

109

 

 

 

834

 

 

 

Licensing agreement

 

Valdai Springs LLC

 

 

 

16

 

 

 

6

 

10

 

Licensing agreement

 

Siberian Juices LLC

 

 

 

27

 

 

 

21

 

5

 

Licensing agreement

 

Fruit Rivers LLC

 

509

 

100,344

 

 

 

79,500

 

21,356

 

Licensing agreement

 

Fructola LLC

 

725

 

763

 

 

 

1,251

 

237

 

Licensing agreement

 

Roska OJSC

 

 

 

255

 

 

 

 

 

255

 

Installation and utilization of software

 

Omsk Dairy Trading House WBD LLC

 

 

 

154

 

 

 

72

 

82

 

Installation and utilization of software

 

Karasuk Milk Subsidiary CJSC (Principal)

 

4,189

 

 

 

79

 

4,268

 

 

 

Loan agreement (principal amount)

 

Karasuk Milk Subsidiary CJSC (Interest)

 

7

 

393

 

 

 

400

 

 

 

Loan agreement (interest)

 

Depsona CJSC (Principal)

 

 

 

863,107

 

 

 

5,368

 

857,739

 

Loan agreement (principal amount)

 

Depsona CJSC (Interest)

 

 

 

36,874

 

 

 

3,162

 

33,712

 

Loan agreement (interest)

 

Rubtsovo Dairy CJSC (Principal)

 

59,423

 

149,495

 

380

 

12,800

 

196,499

 

Loan agreement (principal amount)

 

Rubtsovo Dairy CJSC (Interest)

 

1,526

 

14,893

 

2

 

4,437

 

11,982

 

Loan agreement (interest)

 

WBD TC CJSC (Principal)

 

408,120

 

457,498

 

4,843

 

348,662

 

521,799

 

Loan agreement (principal amount)

 

WBD TC CJSC (Interest)

 

 

 

47,762

 

 

 

47,762

 

 

 

Loan agreement (interest)

 

NPF Rosno (Principal)

 

 

 

631

 

-13

 

618

 

 

 

Loan agreement (principal amount)

 

NPF Rosno (Interest)

 

 

 

16

 

-1

 

15

 

 

 

Loan agreement (interest)

 

ZDMP OJSC (Principal)

 

190,647

 

13,253

 

1,092

 

204,992

 

 

 

Loan agreement (principal amount)

 

ZDMP OJSC (Interest)

 

263

 

3,302

 

 

 

3,565

 

 

 

Loan agreement (interest)

 

LMK OJSC (Principal)

 

1,119,308

 

2,185,395

 

12,669

 

1,292,187

 

2,025,185

 

Loan agreement (principal amount)

 

LMK OJSC (Interest)

 

9,197

 

167,263

 

 

 

157,689

 

18,771

 

Loan agreement (interest)

 

LMK OJSC (F/X Loan)

 

15,892

 

 

 

26

 

15,918

 

 

 

F/X-denominated loan

 

LMK OJSC (Interest on F/X Loan)

 

135

 

158

 

0

 

293

 

 

 

Interest on F/X-denominated loan

 

MK Nizhegorodsky OJSC (Principal)

 

109,492

 

55,495

 

1,945

 

125,630

 

41,302

 

Loan agreement (principal amount)

 

MK Nizhegorodsky OJSC (Interest)

 

40

 

7,419

 

 

 

7,459

 

 

 

Loan agreement (interest)

 

Dairy Products Factory OJSC, Timashevsk (Principal)

 

 

 

815,554

 

 

 

70,479

 

745,075

 

Loan agreement (principal amount)

 

Dairy Products Factory OJSC, Timashevsk (Interest)

 

 

 

34,713

 

 

 

28,277

 

6,436

 

Loan agreement (interest)

 

Novokuibyshevskmoloko OJSC (Principal)

 

5857

 

7,542

 

 

 

350

 

13,066

 

Loan agreement (principal amount)

 

Novokuibyshevskmoloko OJSC (Interest)

 

158

 

1,061

 

 

 

1,219

 

 

 

Loan agreement (interest)

 

RMK OJSC (Principal)

 

321,333

 

182,927

 

1,547

 

98,367

 

407,440

 

Loan agreement (principal amount)

 

RMK OJSC (Interest)

 

2,596

 

44,510

 

 

 

42,505

 

4,599

 

Loan agreement (interest)

 

Roska OJSC (Principal)

 

24,121

 

203,614

 

17

 

 

 

227,752

 

Loan agreement (principal amount)

 

Roska OJSC (Interest)

 

409

 

13,547

 

 

 

4,000

 

9,956

 

Loan agreement (interest)

 

Siberian Milk OJSC (Principal)

 

303,100

 

419,235

 

1,459

 

84,553

 

639,241

 

Loan agreement (principal amount)

 

 

129



 

Siberian Milk OJSC (Interest)

 

4,109

 

53,538

 

-3

 

41,803

 

15,841

 

Loan agreement (interest)

 

Ufamolagroprom OJSC (Principal)

 

38310

 

 

 

375

 

38,685

 

 

 

Loan agreement (principal amount)

 

Ufamolagroprom OJSC (Interest)

 

115

 

1,454

 

 

 

1,569

 

 

 

Loan agreement (interest)

 

TsMK OJSC (Principal)

 

367,752

 

1,232,313

 

5,273

 

405,188

 

1,200,150

 

Loan agreement (principal amount)

 

TsMK OJSC (Interest)

 

2,658

 

101,411

 

 

 

93,144

 

10,925

 

Loan agreement (interest)

 

VMK OJSC (Principal)

 

49,666

 

4,946

 

906

 

48,046

 

7,473

 

Loan agreement (principal amount)

 

VMK OJSC (Interest)

 

 

 

1,874

 

 

 

1,790

 

84

 

Loan agreement (interest)

 

Valdai Springs OJSC (Principal)

 

 

 

398,045

 

 

 

143,998

 

254,047

 

Loan agreement (principal amount)

 

Valdai Springs OJSC (Interest)

 

 

 

16,960

 

 

 

15,618

 

1,342

 

Loan agreement (interest)

 

Fruit Rivers LLC (Principal)

 

121,704

 

1,083,440

 

886

 

336,485

 

869,546

 

Loan agreement (principal amount)

 

Fruit Rivers LLC (Interest)

 

 

 

92,378

 

 

 

92,378

 

 

 

Loan agreement (interest)

 

 

OBLIGATION/PAYMENT GUARANTEES ISSUED

 

As of December 31, 2003, obligation/payment guarantees had the following structure (RUR thousand):

 

Obligation/Payment Guarantees Issued

 

Balance as of January 1, 2003

 

Balance as of December
31, 2003

 

Kharkov Dairy Factory AOOT

 

79,789

 

76,330

 

International Moscow Bank CJSC

 

159,759

 

0

 

Commercial Bank “Citibank” CJSC

 

116,194

 

0

 

Kommerzbank (Eurasia) CJSC

 

95,353

 

0

 

Kiev City Dairy Plant No. 3 OJSC

 

0

 

19,828

 

Lianozovo Dairy Factory OJSC

 

643,198

 

615,175

 

Dairy Products Factory OJSC

 

109,645

 

106,714

 

Siberian Milk OJSC

 

83,111

 

90,298

 

Tsaritsino Dairy Factory OJSC

 

33,692

 

37,472

 

Total

 

1,320,743

 

945,816

 

 

EVENTS OCCURRING AFTER DECEMBER 31, 2003

 

After December 31, 2003, there were no events listed in Order of the Ministry of Finance of the Russian Federation No. 56n “On Approval of Accounting Standard “Events Occurring After the Reporting Date” (PBU 7/98)” dated November 25, 1998.

 

BUSINESS CONTINGENCIES

 

Political Situation

Changes in the political situation, legislation, tax and administrative regulations affect the financial and business operations and profitability of the Organization. The nature and frequency of such changes, the risks which are associated with them and, as a rule, are not insurable, and their influence on future operations and profitability of the Organization are unpredictable.

 

Pending and Threatened Court Actions Against the Organization

 

The Organization does not participate in court litigation related to its financial and business operations. Accordingly, as of December 31, 2003, the Organization had no provision for possible losses associated with unfavorable outcome of court litigations.

 

130



 

Sureties and Guarantees Issued by Third-Parties

 

No.

 

Surety

 

Surety Agreement

 

Amount

 

Note

 

1.

 

LMK OJSC,
TsMK OJSC,
WBD TC CJSC

 

Agreement dated May 14, 2003

 

4 459 902

 

Guarantee of repayment of F/X-denominated credit for US$150 million extended by UBS Luxembourg

 

2.

 

Lianozovo
Dairy Factory
OJSC

 

No. 1008/A dated January 31, 2003

 

8 748

 

Surety for discharge of obligations related to payment for cellular radiotelephone communication services

 

3.

 

Vitafruct LLC

 

No. P-24/VF

 

1 500 000

 

Surety Agreement by and between WBD Foods OJSC, Surety and WBD Foods OJSC bond holders

 

 

 

Total

 

 

 

5 968 650

 

 

 

 

IMPLEMENTATION OF RESOLUTIONS APPROVED ON THE BASIS OF REVIEW OF ACCOUNTING STATEMENTS FOR 2002

 

Minutes No. 01-07 of the Annual General Meeting of Shareholders dated July 1, 2003, contains the following resolution properly reflected in the appropriate accounting records:

 

Net profit for 2002 shall be used as follows: RUR 915,380.54 shall be used to cover past losses; 5%, or RUR 12,621,338.89 shall be credited to the reserve fund. The balance of the net profit (RUR 238,890,058.41) shall be retained by the Company.

 

 

General Manager:

/s/ V.V. Preobrazhensky

 

V.V. Preobrazhensky

 

 

 

 

 

 

 

 

Chief Accountant:

/s/ V.V. Khaminov

 

V.V. Khaminov

 

131



 

 

AUDITOR’S OPINION

 

 

 

to the shareholders of

 

Wimm-Bill-Dann Foods

 

 

 

on the financial statements of

 

Wimm-Bill-Dann Foods

 

Open Joint Stock Company

 

for the year 2002

 

132



 

AUDITOR’S OPINION

 

ON THE FINANCIAL STATEMENTS OF WIMM-BILL-DANN FOODS OPEN JOINT STOCK COMPANY FOR THE YEAR 2003

 

An audit of the financial statements of Wimm-Bill-Dann Foods for 2003 was performed by BDO Unicon ZAO, the legal successor of BDO UniconRuf ZAO (certificate of state registration of amendments to legal entity’s foundation documents series 77 No 006871546, dated September 17, 2003), in accordance with contract No 10101-12-098/2003 entered into on the basis of a resolution of the Company’s General Meeting of Participants confirming BDO UniconRuf ZAO as the official auditor (minutes No 01-07 of June 18, 2003).

 

Brief information on BDO Unicon

 

BDO Unicon is registered with Inspectorate No 26 of the RF Ministry of Taxes and Levies for the Southern Administrative District of Moscow.

 

Certificate of entry into the Unified State Register of Legal Entities dated September 17, 2003, series 77, No. 006871546, primary state registration number 1037739271701.

 

Postal address: 117545, Moscow, Varshavskoe shosse, d. 125.

 

Telephone: (095) 319-4656, 319-6636

 

Tel./fax: (095) 319-5909

 

E-Mail: reception@bdo.ru

 

Web:                   www.bdo.ru

 

General Director: Andrei Yurievich Dubinsky

 

BDO Unicon holds auditing license No E 000547, dated June 25, 2002, issued by the RF Ministry of Finance, valid until June 24, 2007.

 

BDO Unicon is an independent national auditing company in the BDO international network, with exclusive rights to render services to clients under the BDO trademark in Russia.

 

BDO Unicon is a full member of the Institute of Professional Auditors of Russia (IPAR), a professional audit association accredited with the RF Ministry of Finance in accordance with Order No 145 of July 16, 2002.

 

The deputy general director Mr. Mikhail Alekseevich Grishakin, is authorized to sign the Auditor’s Opinion on the basis of general power of attorney No 2 dated January 13, 2004.

 

The audit was led by auditor Mr. Sergei Nikolaevich Rudakov, audit director.

 

Brief information on Wimm-Bill-Dann Foods.

Wimm-Bill-Dann Foods Open Joint Stock Company was registered by the Moscow Registration Chamber on June 8, 2001, certificate of registration No 002.042.956.

 

Postal address: 109028, Moscow, Yauzsky bulvar, d. 16/15, room 306.

 

The Company has no branches.

 

In 2003 the Company engaged in the following activities:

 

                  market research; consultation on commercial activity, finance, and management;

                  services under license agreements.

 

1.                                       We audited the accompanying financial statements for 2003, consisting of 48 pages:

 



 

                  Balance Sheet (Form No 1), on 2 pages;

                  Income Statement (Form No 2), on 1 page;

                  Statement of Changes in Capital (Form No 3), on 3 pages;

                  Statement of Cash Flows (Form No 4), on 2 pages;

                  Appendix to the Balance Sheet (Form No 5), on 6 pages;

                  Explanatory Note, on 34 pages

 

The above financial statements were prepared by the Company’s management in accordance with norms established by the Federal Law “On Accounting” (No 129-FZ of November 21, 1996, as amended); Regulations on Accounting, RF Ministry of Finance Order No 67n of July 22, 2003, “On Forms of Financial Statements of Organizations”; and other normative acts of the Russian Federation regulating accounting procedures and the preparation of financial statements.

 

Liability for the organization of accounting and compliance with RF legislation in the conduct of business operations is borne by the Company’s chief financial officer, Mr. Vladimir Vladimirovich Preobrazhensky.

 

Liability for the formation of accounting policy, keeping of accounting records, and timely presentation of complete and accurate financial statements is borne by the Company’s chief accountant, Ms. Ekaterina Evgenieva Laryushkina (until June 11, 2003) and Mr. Vadim Vasilievich Khaminov (since June 1, 2003).

 

It is the auditor’s duty to express on opinion as to whether the financial statements are fairly presented in all material respects and whether procedures for keeping accounting records are consistent with RF legislation. It was not our task to express an opinion on whether the Company’s activities are fully consistent with RF legislation or to evaluate the effective conduct of business by management or compliance with the interests of owners.

 

Our opinion should not be taken as an assurance of the continuity of the Company’s operations in future.

 

2.                                       The audit was conducted in accordance with the Federal Law “On Auditing” (No 119-FZ of August 7, 2001), federal auditing rules (standards) approved by RF Government Decree No 696 of August 23, 2002 (as subsequently amended), other normative acts regulating auditing activities, and the Company’s internal auditing standards and methods.

 

In performing the audit we were guided by the internal rules of the Institute of Professional Auditors (IPAR), an accredited professional audit association.

 

The audit was planned and performed so as to obtain reasonable assurance that the financial statements are free from material misstatements.

 

The audit included the examination, on a test basis, of documents supporting the amounts and explanations specified in the financial statements. Our work also consisted in ascertaining that the Company used proper accounting principles and methods and rules for preparing financial statements. We examined approaches to the determination of main accounting estimates and assumptions made by the Company’s executive body in preparing the financial statements.

 

We believe that the performed audit provides a reasonable basis for our opinion as to whether the financial statements are fairly presented in all material respects and whether procedures for keeping accounting records are consistent with RF legislation.

 

3.                                       In our opinion, the Company’s financial statements fairly presented in all material respects the Company’s financial condition at December 31, 2003, and the results of its financial and business activities in the period from January 1 through December 31, 2003, inclusive.

 

134



 

March 30, 2004

 

 

 

 

 

First Deputy General Director

 

M. A. Grishakin

 

 

 

 

 

RF Ministry of Finance Certificate of Qualification in General Audit No. 023222, issued on the basis of a decision of the Central Certification and Licensing Audit Commission (TsALAK) of the RF Ministry of Finance dated September 10, 1998, extended since July 30, 2001, to July 30, 2004 (minutes No 94 of the TsALAK of the Russian Ministry of Finance).

 

 

 

Auditor

 

S. N. Rudakov

 

 

 

 

 

RF Ministry of Finance Certificate of Qualification in General Audit No 010070, issued on the basis of a decision of the Central Certification and Licensing Audit Commission of the RF Ministry of Finance dated December 19, 1994 (minutes No 12), extended sincen January 1, 2004, for an unlimited duration.

 

 

 

Total pages: 53, bound.

 

 

 

135



 

7.2.Quarterly financial statements of the Issue for the latest finished reporting period.

Attachment 2 (Forms 1,2)

 

136



 

Name and location of the foreign issuer whose securities confirm rights for the Issuer’s stock of the appropriate category (type)

Name: Bankers Trust Company (currently, Deutsche Bank Trust Company Americas)

Location: 130 Liberty Street, New York, New York.

 

Brief description of program (program type), which authorizes issue of a foreign issuer’s securities to confirm rights for the stock of the appropriate category (type)

 

In January 2002, the Issuer concluded a deposit agreement with Bankers Trust Company. Under the said Agreement, the latter company agreed to accept the Issuer’s securities (shares) to be deposited by the Issuer and, consequently, to issue American Depository Shares (ADSs). The rights for ADSs were confirmed by American Depository Receipts (ADRs) issued for the owners of the ADSs.

 

Information on obtaining the Federal Commission’s permission for circulation of the issuer’s shares of the relevant category (type) outside the Russian Federation;

The issuer received the following permissions from the FCSM of Russia.

 

Notification of 26.12.2001 No. DG-04/8750 (permission for circulation of shares under the issue reg. number 1-01-06005-A of 15.06.2001; number of securities permitted for circulation – 573,001).

Notification of 01.11.2001 No. DG-04/7424 (permission for circulation of shares 1) under the issue reg. number 1-01-06005-A of 15.06.2001; number of securities permitted for circulation – 2,640,000, and 2) under the issue reg. number 1-02-06005-A of 30.10.2001, number of securities permitted for circulation – 9,000,000).

Notification of 06.11.2002 No. DG-04/12514 (permission for circulation of shares under the issue reg. number 1-01-06005-A of 15.06.2001; number of securities permitted for circulation – 2,200,000).

Notification of 16.03.2004 No.04-DG-04/4634 (permission forcirculation of shares under the issue reg. number 1-01-06005-A of 15.06.2001; number of securities permitted for circulation – 3,186,999)

 

Name of foreign trade arranger through which the foreign issuer’s securities certifying the rights in regard to the issuer’s shares are circulating;

New York Stock Exchange (NYSE)

 

8.1.2. Information on changes in the authorized stock (share fund) of the issuer Size and structure of the authorized stock (share fund) of the issuer as of the starting date of the said period

The authorized stock before change (RUR 700,000,000) was made up of 35,000,000 ordinary nominal uncertified shares (issue reg. number 1-01-06005-A of 15.06.2001),

 

Name of the issuer’s management body having decided on changes in the issuer’s authorized stock;

General meeting of the issuer’s shareholders

 

137



 

Compilation date and number of the minutes of the meeting of the issuer’s management body, where the decision on changes in the size of the issuer’s authorized stock was taken;

Minutes No. 2 of September 7, 2001.

 

Size of the issuer’s authorized stock after change.

RUR 880 000 000.

 

8.1.3. Information on formation and use of the reserve fund and other funds of the Issuer

Fund title – reserve fund;

Size of the fund set up by the association documents

….Article 11 of the Articles of Association

11.1. The Company will have a reserve fund in the amount of 5% (five percent) of the Company’s authorized stock.

Cash size of the fund as of the ending date of the accounting quarter

RUR 12,621,338.89 (1.43% of the Issuer’s authorized stock)

Size of provisions to the fund in each completed financial year the Company’s reserve fund will be formed from mandatory annual provisions until it reaches the amount stipulated by the Company’s Articles of Association. The size of the annual provisions shall not be less than 5% of the net profits until the fund reaches the amount stipulated by these Articles.….

Size of the fund resources used during the accounting quarter, and areas of usage thereof.

In 2003 financial year and in the accounting quarter the resources of the reserve fund were not used (spent).

 

8.1.4. Information on the convocation and holding procedure for the meeting of the Issuer’s supreme management body

 

Title of the Issuer’s supreme management body;

General Shareholders’ Meeting

 

Procedure for notification of the shareholders about the meeting of the issuer’s supreme management body;

Within the statutory terms, a notice of convocation of the General Shareholders’ Meeting shall be sent to each person included in the list of persons entitled to participating in the General Shareholders’ Meeting by registered mail, or delivered personally to each of such persons with receipt confirmation, as well as published in Wall Street Journal, New York, USA.

 

The persons (bodies) that have the right to convene (demand convocation of) an extraordinary meeting of the issuer’s supreme management body, and procedure for filing (presentation) of such demands;

…..The extraordinary General Shareholders’ Meeting will be held upon decision of the Company’s Board of Directors on its own initiative, a demand of the Company’s Audit Committee, or shareholder(s) owning at least 10 percent of the Company’s voting shares as of the demand date.

 

138



 

The extraordinary General Shareholders’ Meeting at the demand of the Company’s Internal Audit Committee or shareholder(s) owning at least 10 percent of the Company’s voting shares will be convened by the Board of Directors of the Company.  The extraordinary General Shareholders’ Meeting convened at the demand of the Company’s Internal Audit Committee or shareholder(s) owning at least 10 percent of the Company’s voting shares shall be held within 40 days of the filing of the demand regarding convocation of the General Shareholders’ Meeting.

 

If the proposed agenda of the extraordinary General Shareholders’ Meeting contains the item of electing members of the Company’s Board of Directors who shall be elected by a cumulative vote, such General Shareholders’ Meeting shall be held within 70 days of the filing of the demand regarding convocation of such extraordinary General Shareholders’ Meeting.

 

When, in accordance with Articles 68 - 70 of the Federal Law “On Joint-Stock Companies”, the Company’s Board of Directors must take a decision on holding an extraordinary General Shareholders’ Meeting, such General Shareholders’ Meeting shall be convened within 40 days of the date the decision of holding such a meeting is taken by the Board of Directors.

 

When, in accordance with the Federal Law “On Joint-Stock Companies”, the Company’s Board of Directors must take a decision on holding an extraordinary General Shareholders’ Meeting for electing members of the Board of Directors to be elected by a cumulative vote, such General Shareholders’ Meeting shall be convened within 70 days of the date the decision of holding such a meeting is taken by the Board of Directors.

 

The demand for holding of an extraordinary General Shareholders’ Meeting shall contain the issues to be included in the agenda of the meeting. The demand for holding of an extraordinary General Shareholders’ Meeting may contain the wording of the resolutions on each of such questions, as well as the proposed form of holding such General Shareholders’ Meeting.

 

The Company’s Board of Directors may not make any changes in the wording of agenda items, the wording of the resolutions to be taken on such items, or change the proposed form of holding of the General Shareholders’ Meeting convened at the demand of the Company’s Internal Audit Committee, the Company’s Auditor, or shareholder(s) owning at least 10 percent of the voting shares of the Company.

 

In case the demand for convocation of an extraordinary General Shareholders’ meeting is filed by shareholder(s), it should contain the name(s) of the shareholder(s) demanding convocation of such meeting and the number and category (type) of the shares held by them.

 

The demand for convocation of an extraordinary General Shareholders’ Meeting will be signed by the person(s) demanding convocation of such General Shareholders’ Meeting.

 

Within five days of the date of filing of the demand by the Company’s Internal Audit Committee, the Company’s Auditor or shareholder(s) owning at least 10 percent of the voting shares of the Company for convocation of an extraordinary General Shareholders’ Meeting the Company’s Board of Directors shall resolve on convocation of such extraordinary General Shareholders’ Meeting or deny such convocation.

 

139



 

Procedure for defining the date of meeting of the issuer’s supreme management body;

The date of holding of the General Shareholders’ Meeting will be defined by the issuer’s Board of Directors.

 

Persons entitled to proposing agenda items for the meeting of the issuer’s supreme management body and procedure for making such proposals;

The shareholder(s) owning collectively at least two percent of the Company’s voting shares can propose items for the agenda of the annual General Shareholders’ Meeting and candidates to the Company’s Board of Directors, the collective executive body, the Audit Committee (Auditors) and the Counting Commission of the Company, the number of which cannot exceed the authorized number of members of the relevant body, as well as a candidate for the position of the sole executive body. Such proposals shall be filed with the Company within 30 days of the end of the financial year.

 

In case the proposed agenda of the extraordinary General Shareholders’ Meeting contains the item of election of the Company’s Board of Directors (if they are elected by a cumulative vote), the shareholder(s) owning collectively at least two percent of the Company’s voting shares can propose candidates for the Company’s Board of Directors, the number of which cannot exceed the authorized number of members of the Board of Directors. Such proposals shall be filed with the Company not later than 30 days before the date of the extraordinary General Shareholders’ Meeting.

 

Proposals of the agenda items for the General Shareholders’ Meeting and the candidates shall be made in writing and state the name(s) of the proposing shareholder(s), the number and category (type) of the shares held, and shall be signed by the shareholder(s).

 

Proposals of the agenda items for the General Shareholders’ Meeting shall contain the wording of each proposed item, and the proposal of candidates shall contain the name of each proposed candidate, the name of the body the candidate is proposed for, and other details in accordance with the Company’s Articles of Association. Proposals of the agenda items for the General Shareholders’ Meeting may contain the wording of the resolution for each proposed item …..

 

Persons entitled to access the information (materials) provided for preparation and holding of the meeting of the issuer’s supreme management body, and the procedure for accessing such information (materials).

Any persons entitled to participating in the General Shareholders’ Meeting can have access to the information (materials) provided for preparation and holding of the General Shareholders’ Meeting within 20 days, and in case of such General Shareholders’ Meeting of which the agenda contains the item of the company’s reorganization, within 30 days before the General Shareholders’ Meeting.

 

8.1.5                     Information on commercial organizations where the issuer holds no less than 5% of the authorized stock (share fund) or no less than 5% of the ordinary shares

 

Name: Limited Liability Company “Wimm-Bill-Dann Mineral Water”

Location: 109028, Moscow, Yauzsky Boulevard, d. 16/15

Issuer’s share in the charter capital of the legal entity: 100%

Share of this legal entity in the Issuer’s charter capital: 0%

 

140


Members of the Board of directors of the legal entity:

The Board of directors (Supervisory Board) is not provided

 

Person performing the functions of individual executive body of the entity:

Kondyrev, Mikhail Vil’enovich

Year of birth: 1970

Share in Issuer’s Authorised Capital Stock: no share

Share in the total amount of Issuer’s ordinary shares: no share

 

Members of collective executive body of the entity:

Collective executive body is not provided

 

Name: Open Joint Stock Company “Roska”

Location: St. Petersburg, Russia

Issuer’s share in the charter capital of the legal entity: 100%

Issuer’s share in the total amount of ordinary shares of the entity: 100%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

 

Byrdin Maxim Olegovich

Born: 1972

Share in Issuer’s Authorised Capital Stock: no share

Share in the total amount of Issuer’s ordinary shares: no share

 

Kompaniets, Leonid Andreevich

Born: 1957

Share in Issuer’s Authorised Capital Stock: no share

Share in the total amount of Issuer’s ordinary shares: no share

 

Smirnov, Pavel Andreevich

Born: 1972

Share in Issuer’s Authorised Capital Stock: no share

Share in the total amount of Issuer’s ordinary shares: no share

 

Person performing the functions of individual executive body of the entity:

 

Kotsegubov Aleksey Vladimirovich

Born: 1955

Share in Issuer’s Authorised Capital Stock: no share

Share in the total amount of Issuer’s ordinary shares: no share

 

Members of collective executive body of the entity:

Collective executive body is not provided

 

Name: Closed Joint-Stock Company “Production and Analytical Group Rodnik”

Location: 103009, Moscow, Bryusov per., d. 8/10, str. 2, 2nd floor, room 13a

 

141



 

Issuer’s share in the charter capital of the legal entity: 100%

Issuer’s share in the total amount of ordinary shares of the entity: 100%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

The Board of directors (Supervisory Board) is not provided

 

Person performing the functions of individual executive body of the entity:

 

Plastinin Sergei Arkadievich

Year of birth: 1968

Share in Issuer’s Authorised Capital Stock: 12.16%

Share in the total amount of Issuer’s ordinary shares: 12.16%

 

Members of collective executive body of the entity:

Collective executive body is not provided

 

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%

Issuer’s share in the total amount of ordinary shares of the entity: 98.84%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

The Board of directors (Supervisory Board) is not provided

 

Person performing the functions of individual executive body of the entity:

 

Bubley Nikolai Andreevich

Year of birth: 1952

Share in Issuer’s Authorised Capital Stock: 0%

Share in the total amount of Issuer’s ordinary shares: 0%

 

Members of collective executive body of the entity:

Collective executive body is not provided

 

Name: Open Joint Stock Company “Tuimazy Milk Plant”

Location: Republic of Bashkortostan, Tuimazy, ul. Severnaya, d. 9

Issuer’s share in the charter capital of the legal entity: 85%

Issuer’s share in the total amount of ordinary shares of the entity: 85%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

142



 

Members of the Board of directors of the legal entity:

 

Byrdin Maxim Olegovich

Born: 1972

Share in Issuer’s Authorised Capital Stock: no share

Share in the total amount of Issuer’s ordinary shares: no share

 

Taranenko, Konstantin Vladimirovich

Born: 1974

Share in Issuer’s Authorised Capital Stock: no share

Share in the total amount of Issuer’s ordinary shares: no share

 

Grekhov Andrey Nikolaevich

Born: 1969

Share in Issuer’s Authorised Capital Stock: no share

Share in the total amount of Issuer’s ordinary shares: no share

 

Person performing the functions of individual executive body of the entity:

 

Sabirov Mirhatim Mirgasimovich

Year of birth: 1945

Share in Issuer’s Authorised Capital Stock: 0%

Share in the total amount of Issuer’s ordinary shares: 0%

 

Members of collective executive body of the entity:

Collective executive body is not formed

 

Name: Closed Joint Stock Company “Wimm-Bill-Dann Trading Company”

Location: 103009, Moscow, Bryusov per., d. 8/10, str. 2, 2nd floor, room 17

Issuer’s share in the charter capital of the legal entity: 83.19%

Issuer’s share in the total amount of ordinary shares of the entity: 83,19%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

The Board of directors (Supervisory Board) is not provided

 

Person performing the functions of individual executive body of the entity:

 

Malyutin Aleksandr Evgenyevich

Year of birth: 1977

Share in Issuer’s Authorised Capital Stock: 0%

Share in the total amount of Issuer’s ordinary shares: 0%

 

Members of collective executive body of the entity:

Collective executive body is not formed

 

Name: Open Joint-Stock Company “Lianozovo Dairy”

Location: 127591, Moscow, Dmitrovskoe shosse, d.108

 

143



 

Issuer’s share in the charter capital of the legal entity: 85.26%

Issuer’s share in the total amount of ordinary shares of the entity: 85.26%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

 

Dubinin, Mikhail Vladimirovich

Born: 1969

This person’s share in the Issuer’s charter capital: 6.83%

This person’s share in the total amount of Issuer’s ordinary shares: 6.83%

 

Orlov, Alexander Sergeevich

Born: 1948

This person’s share in the Issuer’s charter capital: 4.391%

This person’s share in the total amount of Issuer’s ordinary shares: 4.391%

 

Plastinin, Sergei Arkadievich

Born: 1968

This person’s share in the Issuer’s charter capital: 12.16%

This person’s share in the total amount of Issuer’s ordinary shares: 12.16%

 

Iakobachvili, David

Born: 1957

This person’s share in the Issuer’s charter capital: 9.465%

This person’s share in the total amount of Issuer’s ordinary shares: 9.465%

 

Yaroslavsky, Evgeny Lvovich

Born: 1954

This person’s share in the Issuer’s charter capital: 1.432%

This person’s share in the total amount of Issuer’s ordinary shares: 1,432%

 

Davidovsky, Oleg Leonidovich

Born: 1971

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Skopinov Viktor Grigorievich

Born: 1944

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Person performing the functions of individual executive body of the entity:

 

Byrdin, Maxim Olegovich

Year of birth: 1972

Share in Issuer’s Authorised Capital Stock: 0%

Share in the total amount of Issuer’s ordinary shares: 0%

 

144



 

Members of collective executive body of the entity (with specification of the year of birth)

 

Nikitenko Elena Ivanovna, 1970

Usikova Lubovy Sergeevna, 1956

Potapov Vasily Lyvovich, 1970

Keynis Pavel Benediktasovich, 1970

Tumasov Petr Viktorovich, 1958

Gorchukova Nadegda Aleksandrovna, 1963

Davidovsky Oleg Leonidovich, 1971

Kuzymina Tatyana Leonidovna, 1970

 

All specified above members of the collective executive body of this entity own share neither in the Issuer’s charter capital nor in the total amount of Issuer’s ordinary shares.

 

Name: Limited Liability Company “Annino Milk”

Location: Russia, Voronezh Obalast, rabochii poselok Anna, ul. Sevastopolskaya, d. 4

Issuer’s share in the charter capital of the legal entity: 78.56%

Share of this legal entity in the Issuer’s charter capital: 0%

 

Members of the Board of directors of the legal entity:

The Board of directors (Supervisory Board) is not provided

 

Person performing the functions of individual executive body of the entity:

 

Nerovnyi Nikolai Nikolaevich

Year of birth: 1946

Share in Issuer’s Authorised Capital Stock: 0%

Share in the total amount of Issuer’s ordinary shares: 0%

 

Members of collective executive body of the entity:

Collective executive body is not formed

 

Name: Closed Joint Stock Company “Buryn Milk powder Plant”

Location: 245710, Ukraine, Sumy Region, Buryn, Konotopske shose, d. 1

Issuer’s share in the charter capital of the legal entity: 76%

Issuer’s share in the total amount of ordinary shares of the entity: 76%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

 

Dubinin, Mikhail Vladimirovich

Born: 1969

This person’s share in the Issuer’s charter capital: 6.83%

This person’s share in the total amount of Issuer’s ordinary shares: 6.83%

 

Orlov, Alexander Sergeevich

 

145



 

Born: 1948

This person’s share in the Issuer’s charter capital: 4.391%

This person’s share in the total amount of Issuer’s ordinary shares: 4.391%

 

Nogovitsyn Lev Alekseevich

Born: 1959

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Person performing the functions of individual executive body of the entity:

Beregnoy Vladimir Andreevich

Year of birth: 1951

Share in Issuer’s Authorised Capital Stock: 0%

Share in the total amount of Issuer’s ordinary shares: 0%

 

Members of collective executive body of the entity (with specification of the year of birth)

 

Lut Ludmila Pavlovna, 1952

Misevrina Olga Fedorovna, 1952

Sugeyko Grigory Vasilyevich, 1952

 

All specified above officers - members of the collective executive body of this entity own share neither in the Issuer’s charter capital nor in the total amount of Issuer’s ordinary shares.

 

Name: Open Joint Stock Company “Kharkov Dairy”

Location: 60172, Ukraine, Kharkov, ul. Roganskaya, d. 149

Issuer’s share in the charter capital of the legal entity: 75.075%

Issuer’s share in the total amount of ordinary shares of the entity: 75.075%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

 

Anisimov Dmitry Aleksandrovich

Born: 1971

Share in Issuer’s Authorised Capital Stock: 0%

Share in the total amount of Issuer’s ordinary shares: 0%

 

Shumilov Boris Vladimirovich

Born: 1953

Share in Issuer’s Authorised Capital Stock: 0%

Share in the total amount of Issuer’s ordinary shares: 0%

 

Nogovitsyn Lev Alekseevich

Born: 1959

This person’s share in the Issuer’s charter capital:0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

146



 

Preobrazhensky, Vladimir Vladimirovich

Born: 1961

This person’s share in the Issuer’s charter capital:0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Kuzymin Oleg Egorovich

Born: 1969

This person’s share in the Issuer’s charter capital:0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Person performing the functions of individual executive body of the entity:

Novoseltsev Nikolay Fedorovich

Born: 1959

Share in Issuer’s Authorised Capital Stock: 0%

Share in the total amount of Issuer’s ordinary shares: 0%

 

Members of collective executive body of the entity (with specification of the year of birth)

Pohodenko Sergey Nikolaevich, 1956

Komarova Tatyana Yurievna, 1974

Novoseltsev Nikolay Fedorovich, 1959

 

All specified above officers - members of the collective executive body of this entity own share neither in the Issuer’s charter capital nor in the total amount of Issuer’s ordinary shares.

 

Name: Open Joint-Stock Company “Dairy”

Location: 353760, Timashevsk, Krasnodar Region. ul. Gibridnaya, d. 2

Issuer’s share in the charter capital of the legal entity: 70.31%

Issuer’s share in the total amount of ordinary shares of the entity: 70.31%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

 

Dubinin, Mikhail Vladimirovich

Born: 1969

This person’s share in the Issuer’s charter capital: 6.83%

This person’s share in the total amount of Issuer’s ordinary shares: 6.83%

 

Orlov, Alexander Sergeevich

Born: 1948

This person’s share in the Issuer’s charter capital: 4.391%

This person’s share in the total amount of Issuer’s ordinary shares: 4.391%

 

Plastinin, Sergei Arkadievich

Born: 1968

 

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This person’s share in the Issuer’s charter capital: 12.16%

This person’s share in the total amount of Issuer’s ordinary shares: 12,16%

 

Iakobachvili, David

Born: 1957

This person’s share in the Issuer’s charter capital: 9.465%

This person’s share in the total amount of Issuer’s ordinary shares: 9.465%

 

Yaroslavsky, Evgeny Lvovich

Born: 1954

This person’s share in the Issuer’s charter capital: 1.432%

This person’s share in the total amount of Issuer’s ordinary shares: 1.432%

 

Person performing the functions of individual executive body of the entity:

 

Bondarev Sergey Ivanovich

Born: 1955

Share in Issuer’s Authorised Capital Stock: 0%

Share in the total amount of Issuer’s ordinary shares: 0%

 

Members of collective executive body of the entity:

Collective executive body is not formed

 

Name: Closed Joint Stock Company “Gulkevichi Creamery”

Location: 352150, Krasnodar Region, Gulkevichi, ul. Korotkova, d. 155

Issuer’s share in the charter capital of the legal entity: 52.24%

Issuer’s share in the total amount of ordinary shares of the entity: 52.24%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

 

Dubinin, Mikhail Vladimirovich

Born: 1969

This person’s share in the Issuer’s charter capital: 6.83%

This person’s share in the total amount of Issuer’s ordinary shares: 6.83%

 

Orlov, Alexander Sergeevich

Born: 1948

This person’s share in the Issuer’s charter capital: 4.391%

This person’s share in the total amount of Issuer’s ordinary shares: 4.391%

 

Plastinin, Sergei Arkadievich

Born: 1968

This person’s share in the Issuer’s charter capital: 12.16%

This person’s share in the total amount of Issuer’s ordinary shares: 12.16%

 

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Iakobachvili, David

Born: 1957

This person’s share in the Issuer’s charter capital: 9.465%

This person’s share in the total amount of Issuer’s ordinary shares: 9.465%

 

Bondarev Sergey Ivanovich

Born: 1955

Share in Issuer’s Authorised Capital Stock: 0%

Share in the total amount of Issuer’s ordinary shares: 0%

 

Person performing the functions of individual executive body of the entity:

 

Kozlikin Hikolai Parfentyevich

Born: 1954

Share in Issuer’s Authorised Capital Stock: 0%

Share in the total amount of Issuer’s ordinary shares: 0%

 

Members of collective executive body of the entity:

Collective executive body is not formed

 

Name: Open Joint Stock Company “Children’s Dairy Products Factory”

Location: 127591, Moscow, Dmitrovskoe shosse, d. 108-A

Issuer’s share in the charter capital of the legal entity: 25.1%

Issuer’s share in the total amount of ordinary shares of the entity: 25,1%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

 

Dubinin, Mikhail Vladimirovich

Born: 1969

This person’s share in the Issuer’s charter capital: 6.83%

This person’s share in the total amount of Issuer’s ordinary shares: 6.83%

 

Orlov, Alexander Sergeevich

Born: 1948

This person’s share in the Issuer’s charter capital: 4.391%

This person’s share in the total amount of Issuer’s ordinary shares: 4.391%

 

Plastinin, Sergei Arkadievich

Born: 1968

This person’s share in the Issuer’s charter capital: 12.16%

This person’s share in the total amount of Issuer’s ordinary shares: 12,16%

 

Iakobachvili, David

Born: 1957

This person’s share in the Issuer’s charter capital: 9.465%

This person’s share in the total amount of Issuer’s ordinary shares: 9.465%

 

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Gagev Aleksandr Ivanovich

Born: 1952

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Davidovsky Oleg Leonidovich

Born: 1971

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Rodriges Bermudes Elena Viktorovna

Born: 1967

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Person performing the functions of individual executive body of the entity:

Gagev Aleksandr Ivanovich

Born: 1952

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Members of collective executive body of the entity:

Collective executive body is not formed

 

Name: Open Joint Stock Company “Tsaritsino Dairy”

Location: 115201, Russian Federation, Moscow, 1st Varshavsky Proezd, d. 6/10

Issuer’s share in the charter capital of the legal entity: 28.74%

Issuer’s share in the total amount of ordinary shares of the entity: 28.74%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

 

Vishnyakov, Mikhail Ivanovich

Born: 1952

This person’s share in the Issuer’s charter capital: 2.59%

This person’s share in the total amount of Issuer’s ordinary shares: 2.59%

 

Evdokimov, Viktor Egorovich

Born: 1953

This person’s share in the Issuer’s charter capital: 0.424%

This person’s share in the total amount of Issuer’s ordinary shares: 0.424%

 

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Dubinin, Mikhail Vladimirovich

Born: 1969

This person’s share in the Issuer’s charter capital: 6.83%

This person’s share in the total amount of Issuer’s ordinary shares: 6.83%

 

Orlov, Alexander Sergeevich

Born: 1948

This person’s share in the Issuer’s charter capital: 4.391%

This person’s share in the total amount of Issuer’s ordinary shares: 4.391%

 

Plastinin, Sergei Arkadievich

Born: 1968

This person’s share in the Issuer’s charter capital: 12.16%

This person’s share in the total amount of Issuer’s ordinary shares: 12,16%

 

Iakobachvili, David

Born: 1957

This person’s share in the Issuer’s charter capital: 9.465%

This person’s share in the total amount of Issuer’s ordinary shares: 9.465%

 

Skopinov Viktor Grigorievich

Born: 1944

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Person performing the functions of individual executive body of the entity:

Chernoshtanova Larisa Yuryevna

Born: 1965

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Members of collective executive body of the entity:

Collective executive body is not formed

 

Name: Open Joint-Stock Company “Vladivostok Dairy”

Location: 690087, Vladivostok, ul. Strelochnaya, d. 19

Issuer’s share in the charter capital of the legal entity: 97.44%

Issuer’s share in the total amount of ordinary shares of the entity: 97.44%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

 

Plastinin, Sergei Arkadievich

Born: 1968

This person’s share in the Issuer’s charter capital: 12.16%

This person’s share in the total amount of Issuer’s ordinary shares: 12.16%

 

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Iakobachvili, David

Born: 1957

This person’s share in the Issuer’s charter capital: 9.465%

This person’s share in the total amount of Issuer’s ordinary shares: 9.465%

 

Byrdin Maxim Olegovich

Born: 1972

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Kosulnikova, Regina Alekseevna

Born: 1968

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Taranenko, Konstantin Vladimirovich

Born: 1974

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Person performing the functions of individual executive body of the entity:

Schetkov, Sergei Yurievich

Born: 1962

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Members of collective executive body of the entity:

Collective executive body is not provided

 

Name: Open Joint-Stock Company “Nizhny Novgorod Dairy”

Location: 603309, Nizhny Novgorod, ul. Larina, d. 19

Issuer’s share in the charter capital of the legal entity: 44.59%

Issuer’s share in the total amount of ordinary shares of the entity: 44.59%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

 

Orlov, Alexander Sergeevich

Born: 1948

This person’s share in the Issuer’s charter capital: 4.391%

This person’s share in the total amount of Issuer’s ordinary shares: 4.391%

 

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Plastinin, Sergei Arkadievich

Born: 1968

This person’s share in the Issuer’s charter capital: 12.16%

This person’s share in the total amount of Issuer’s ordinary shares: 12.16%

 

Iakobachvili, David

Born: 1957

This person’s share in the Issuer’s charter capital: 9.465%

This person’s share in the total amount of Issuer’s ordinary shares: 9.465%

 

Byrdin, Maxim Olegovich

Born: 1972

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Davidovsky Oleg Leonidovich

Born: 1971

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Person performing the functions of individual executive body of the entity:

Slezko Oleg Mikhailovich

Born: no data

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Members of collective executive body of the entity:

Collective executive body is not provided

 

Name: Open joint stock company “Ufamolagroprom”

Location: 450038, Ufa, Internationalnaya street, d.129-a

Issuer’s share in the charter capital of the legal entity: 47.7%

Issuer’s share in the total amount of ordinary shares of the entity: 47.7%

Share of this legal entity in the Issuer’s charter capital: 0%

Share of this legal entity in the total amount of Issuer’s ordinary shares: 0%

 

Members of the Board of directors of the legal entity:

 

Plastinin, Sergei Arkadievich

Born: 1968

This person’s share in the Issuer’s charter capital: 12.16%

This person’s share in the total amount of Issuer’s ordinary shares: 12,16%

 

Iakobachvili, David

Born: 1957

This person’s share in the Issuer’s charter capital: 9.465%

This person’s share in the total amount of Issuer’s ordinary shares: 9.465%

 

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Grekhov Andrey Nikolaevich

Born: 1969

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Murtazin, Salavat Rizovich

Born: 1956

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Anisimov Dmitry Aleksandrovich

Born: 1971

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Kuzymin Oleg Egorovich

Born: 1969

This person’s share in the Issuer’s charter capital:0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Taranenko, Konstantin Vladimirovich

Born: 1974

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Andreev, Yury Maksovich

Born: 1950

This person’s share in the Issuer’s charter capital:0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Morozova, Svetlana Aleksandrovna

Born: 1970

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Person performing the functions of individual executive body of the entity:

Murtazin Salavat Rizovich

Born: 1956

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

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Members of collective executive body of the entity:

 

Murtazin, Salavat Rizovich

Born: 1956

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Grekhov, Andrey Nikolaevich

Born: 1969

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Demidova, Valentina Vasilyevna

Born: 1956

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Semenov, Vladislav Valeryevich

Born: 1971

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Shtab, Natalya Anatolyevna

Born: 1950

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Rychkova, Taisiya Polikarpovna

Born: 1947

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Scheblanov, Sergey Aleksandrovich

Born: 1976

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

Chepenykova, Natalya Viktorovna

Born: 1960

This person’s share in the Issuer’s charter capital: 0%

This person’s share in the total amount of Issuer’s ordinary shares: 0%

 

8.1.6. Data on the material transactions, performed by the Issuer.

No material transactions took place in the reporting period

 

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8.1.7. Data on the Issuer’s credit ratings

 

Object of credit rating – the Issuer;

Credit rating as of the ending date of the last reporting quarter

B+/Negative (Standart and Poor’s International scale rating)

RusA+ (Standart and Poor’s Russian scale rating)

B1 (Moody’s International scale rating)

The said credit rating was awarded to the Issuer for the first time

 

On December 11, 2003 Standart&Poor’s rating agency declared the revision of forecast of Issuer’s rating change from Stable to Negative due to lower, than expected, financial results in accordance with GAAP consolidated financial statements for 9 months of 2003.

 

Object of credit rating – US$ 150,000,000 Loan participation Notes issued by UBS (Luxembourg) S.A. for the sole purpose of financing a loan to the Issuer.

 

Credit rating as of the ending date of the last reporting quarter

B+ (Standart and Poor’s International scale rating)

RusA+ (Standart and Poor’s Russian scale rating)

B3 (Moody’s International scale rating)

The said credit rating was awarded to the Issuer for the first time

 

Full and abbreviated corporate names (for non-commercial organizations – name), location of the organization awarding the credit rating;

 

Moscow Office

Standart and Poor’s International Services, Inc.

Address: 7th Floor, 4/7 bld. 2, Vozdvizhenka St., Moscow 125009

 

Moody’s Investors Service Ltd

Address: 2 Minster Court, Micing Lane, London, EC 3R 7XB, UK

 

Short description of the credit rating methodology;

 

Moody’s Investors Service

For awarding of the credit rating, Moody’s Investors Service uses the following methodology: evaluation of both quantitative and qualitative performance of the company; review of the fundamental performance having a long-term impact on the company’s operations; research work with evaluation of the company by international parameters adjusted for the national specifics, including accounting standards, legal base, etc., as well as the industry specifics.

 

Standard & Poor’s

Depending on the issuer category and type of rating, Standard & Poor’s uses different methods of credit rating awards. In case of companies, they review business characteristics (market, competitive position, management and strategy), financial profile (financial policy, margins, capital structure, cash flows, financial flexibility). To award credit ratings, Standard

 

156



 

& Poor’s experts use the methods of evaluating each company on the basis of the scale from one (the highest rating) to six (the lowest rating) points for each reviewed category compared against all other companies (irrespective of whether they are rated). There is no exact formula for aggregating the points thus defined into a single rating. The analysis variables are closely interconnected, and accents may be shifted in case, for example, of a separate review of the credit risk degree for the liabilities of a company denominated in the national or foreign currency.

 

Other credit rating data provided by the issuer at its own discretion - None

 

8.2. Data on each category (type) of Issuer’s shares

Issue Number: 1

Category: Common

Form of Shares: Registered, uncertificated

Nominal Price of One Issue Share: 20

 

Quantity of Issue Shares: 35,000,000

Total Issue Amount: 700,000,000

 

Data on the Issue State Registration:

Date of Registration: 15.06.2001

Registration Number: 1-01-06005-A

Body of State Registration: Regional Office of the Federal Securities Commission of Russia in the Central Federal Region

 

Offering Method: Exchange at re-organization

Offering Period: 31.05.2001 to 31.05.2001

 

Present Issue State: Offering complete

Number of Placed Securities in Accordance with the Registered Report of the Issue: 35,000,000

 

Data on the State Registration of the Report of the Issue:

Registration Date: 15.06.2001

Body of State Registration: Regional Office of the Federal Securities Commission of Russia in the Central Federal Region

 

Limitations on Circulation of Issue Securities (if any):

No limitations.

 

Market Information on the Issue Securities:

Shares of this issue are not traded

 

Additional Information on the Issue Securities:

No additional material information on the issue securities.

 

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Issue Number: 2

 

Category: Common

Form of Shares: Registered, uncertificated

Nominal Price of One Issue Share: 20

 

Quantity of Issue Shares: 9,000,000

Total Issue Amount: 180,000,000

 

Data on the Issue State Registration:

Date of Registration: 30.10.2001

Registration Number: 1-02-06005-A

Body of State Registration: Federal Securities Commission of Russia

 

Offering Method: Closed subscription

Offering Period: from 12.02.2002 to 14.02.2002

 

Present Issue State: Placement complete

Number of Actually Placed Securities in accordance with the registered report on issue of securities: 9,000,000

 

Information on State Registration of the Report of the Issue:

Date of Registration: 13.03.2002

Body of State Registration: Federal Securities Commission of Russia

 

Limitations on Circulation of Issue Securities (if any):

No limitations.

 

Market Information on the Issue Securities:

All shares of this issue were placed with Bank Trust Company without involvement of trading organizers.

 

Additional Information on the Issue Securities:

No other material information.

 

Number of outstanding shares (number of shares not redeemed or cancelled) - 44,000,000 shares

Number of additional shares in the process of placement (number of shares of an additional issue without state registration of the issue results report) – 0 shares;

Number of announced shares: 44,000,000 shares

Number of shares on the issuer’s balance sheet – 0 shares;

Number of additional shares that can be placed as a result of conversion of the placed securities convertible in shares, or as a result of fulfillment of obligations on the issuer’s options – 0 shares;

 

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Holder Rights for Shares of this Category (Type):

 

According to the Company’s Charter:

 

“8.1. Each common share of the Company grants the shareholder who owns it an identical amount of rights.

 

8.2.  Shareholders owning common shares of the Company may in accordance with the Federal Law on Joint Stock Companies and the Company’s charter participate in the General Meeting of Shareholders with the right to vote on all issues within its competence, and are entitled to receive dividends and, in the event of the Company’s liquidation, a part of its property.

 

8.3. A shareholder also has the right:

 

8.3.1. To elect and be elected to the management and supervisory bodies of the Company;

 

8.3.2. To obtain information from the Company’s management bodies in the manner established by current Russian legislation and by this Charter.

 

8.3.3. To appoint his own representative(s) to exercise his voting right and other rights granted by shares of the Company.

 

8.4. Shareholders owning common shares also have other rights granted to them by this Charter and by current legislation.

 

8.5. Conversion of common shares into preferred shares, bonds, or other issued securities is not permitted.

 

In accordance with the Russian law, shareholders have other rights, including, but not limited to:

 

1. Shareholder of open joint stock companies may dispose of their shares without the agreement of other shareholders of the company.

 

2. Shareholder or nominee holder may request that they be entered in the registry of the company’s shareholders no later than three days from the date of submission of documents required by the Russian legislation. A refusal to entry in the registry of the company’s shareholders may be appealed in court.

 

3. Shareholder or nominee holder may request that the keeper of the registry of the company’s shareholders confirm their right to shares by issuing an abstract from the registry of the company’s shareholders, which is not a security.

 

4. Shareholder may appeal in court a decision made by the general meeting of shareholders in violation of the provisions of the Act on Joint Stock Companies, other legislation of the Russian Federation, or the company’s Charter, if he/she did not participate in the general meeting of shareholders or voted against such decision, and the decision violates his/her rights and legal interests. The court may, upon considering all circumstances of the case, leave such decision effective if the vote of such shareholder could not affect the outcome of the voting, the violations were immaterial, and the decision did not cause damage to such shareholder.

 

5. Shareholder(s) owning a total of 2 or more percent of the company’s voting shares may, no later than 30 days from the end of the company’s fiscal year, if the company’s Charter does not stipulate a larger period, suggest no more than two issues for the agenda of the annual general meeting of shareholders and nominate candidates to the company’s Board of Directors and Inspection Commission, the number of them not to exceed the size of these bodies. A decree of the company’s Board of Directors refusing entry of an issue in the agenda of the annual general meeting of shareholders or of a candidacy in the list of candidates to the company’s Board of Directors and Inspection Commission may be appealed in court.

 

6. Shareholder(s) owning a total of 10 or more percent of the company’s voting shares as of the date of request, may request an extraordinary general meeting of the company’s shareholders. A decree of the company’s Board of Directors refusing an extraordinary

 

159



 

general meeting of shareholders may be appealed in court. If the company’s Board of Directors does not make a decision on holding an extraordinary general meeting or on refusing an extraordinary general meeting, persons requesting such meeting may hold an extraordinary general meeting of shareholders.

 

7. Shareholder(s) owning a total of 1 or more percent of the company’s offered equity shares may file a lawsuit against a member of the company’s Board of Directors, company’s individual executive body (President of the Board), or a member of company’s collective executive body (the Board) to cover the damage to the company, as stipulated in Section 71(2) of the Act on Joint Stock Companies.

 

8. Shareholders owning voting shares may request that the company buy all or part of their shares in the following cases: re-organization of the company or completion of a large-scale deal, decided upon by the general meeting of shareholders in accordance with Section 89(2) of the Act on Joint Stock Companies, if they voted against such deal or did not participate in the voting on these issues; change or amendments to the company’s Charter, or approval of the new edition of the Charter, limiting their rights,  if they voted against such decision or did not participate in the voting.

 

9. Shareholder(s) owning a total of 10 or more percent of the company’s voting shares, may at any time request an inspection (revision) of the company’s financial and economic activity.

 

10. Shareholder may request that the company provides him/her with paid copies of documents, listed in Section 89(1) of the Act on Joint Stock Companies, and other company documents, as stipulated in the Russian legislation.

 

11. Other rights, as stipulated by the current Russian law.

 

Data on the preferred shares

No preferred shares

 

8.3. Information on prior issues of the Issuer’s securities other than the issuer’s shares

 

8.3.1. Information on issues, of which all securities have been redeemed (cancelled)

 

No information available.

 

8.3.2                     Information on the issues, the securities under which still circulate

 

Data on Issuer’s bonds

Issue Number: -

Type: interest-bearing

Category: nonconvertible bearer bonds

Form of Securities: Certificated

Nominal Price of One Security of the issue: 1000 rubles

 

Quantity of Issue Securities: 1 500 000

Total Issue Amount (RUR): 1 500 000 000

 

Data on the Issue State Registration:

Date of Registration: March 25 2003

Registration Number: 4-01-06005-A

Body of State Registration: Federal Securities Commission of Russia

 

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Offering Method: Open subscription

Offering Period: from 15.04.2003 to 15.04.2003

 

Present Issue State: Placement complete

 

Number of Actually Placed Securities in accordance with the registered report on issue of securities: 1 500 000

 

Data on State Registration of the Report of the Issue:

Date of Registration: 03.07.2003

Body of State Registration: Federal Securities Commission of Russia

 

Limitations on Circulation of Issue Securities (if any):

No limitations.

 

Market Information on the Issue Securities:

All securities of this issue are traded at MICEX (ZAO).

 

Circulation Period: from 15.04.2003 to 15.04.2006

 

Additional Information on the Issue Securities:

No other material information

 

The procedure of determining of income (interest rate) on each bond

 

The interest rate on the first coupon will be determined according to the results of an auction held at MICEX.

 

The interest rate on the first coupon will be calculated as the sum of the following two components:

                  the level of inflation for the respective one-year period, defined as the Consumer Price Index of Russia for the calendar month ending no later than 45 days before the placement start date, as a percentage relative to the same of the preceding year, minus 100%. The CPI is calculated by the RF State Statistics Committee in accordance with a resolution of the RF State Statistics Committee dated March 25, 2002, monthly as a percentage relative to the same month of the preceding year;

                  an inflation premium.

The CPI will be published on the Troika Dialog Investment Company website (www.troika.ru) no later than 10 days before the placement start date.

 

On the day of the auction to determine the interest rate on the first coupon, members of the Stock Market Section of MICEX will submit orders for the auction using the MICEX trading system both at their own expense and at the expense and on the instructions of their clients. The time of submission of orders for the auction will be established by MICEX. Orders to buy bonds will be submitted by members of the stock market section of MICEX to the Underwriter with the following significant terms specified:

a.1)                             Purchase price: 100% of the face value;

 

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a.2)                             Number of bonds that the potential buyer would like to acquire if the Issuer were to set an interest rate on the first coupon greater than or equal to the acceptable first-coupon interest rate specified in the order;

 

a.3)                             Acceptable interest rate on the first coupon. “Acceptable interest rate on the first coupon” means the interest rate at which, if such interest rate on the first coupon were announced by the Issuer, the potential investor would be prepared to buy the number of bonds specified in the order at the price of 100% of the face value. The acceptable interest rate on the first coupon shall be expressed in percent per annum to a precision of 1/100 (one-hundredth) of one percent;

 

Funds must be reserved in an amount sufficient to make full payment for the bonds specified in the orders, including MICEX’s commission.

 

Orders in which one or more of the aforesaid significant terms do not conform to the requirements set forth in sections a.1–a.3 and orders not backed by funds as provided in the preceding paragraph will not be accepted for the auction to determine the interest rate on the first coupon.

 

Upon the end of the submission period for orders for the auction to determine the interest rate on the first coupon, MICEX will prepare a register of the orders received and deliver the register to the Issuer and the Underwriter.

 

On the basis of an analysis of the orders submitted for the auction, the Issuer will adopt a resolution setting the interest rate on the first coupon and deliver a written copy of the adopted resolution to the Underwriter and MICEX.

 

  The rate of interest on the second, third, fourth, fifth, and sixth (C2, C3, C4, C5, and C6) shall be calculated from the level of inflation for the corresponding one-year period (as defined below). The level of inflation shall be determined on the basis of the Consumer Price Index for Russia calculated monthly by the RF State Statistics Committee in accordance with RF State Statistics Committee Resolution No. 23 of March 25, 2002, as a percentage relative to the same month of the preceding year. The interest rate on each of the aforesaid coupons shall be calculated using the following formula:

 

Cj = (C1 - Inflation 12M1) + Inflation 12Mj,

 

where

Cj = the interest rate for the jth coupon in percent per annum, j = 2, 3, 4, 5, 6;

C1 = interest rate of the first coupon, in percent per annum;

Inflation 12M1 = the CPI calculated by the RF State Statistics Committee for the calendar month ending no later than 45 days before the date of placement of the Bonds, as a percentage relative to the same month of the preceding year, minus 100%;

Inflation 12Mj =  the CPI calculated by the RF State Statistics Committee for the calendar month ending no later than 45 days before the start date of the jth coupon period, as a percentage relative to the same month of the preceding year, minus 100%;

(C1 - Inflation 12M1) = the inflation premium calculated after determination of the interest rate on the first coupon to a precision of 1/100 (one-hundredth) of one percent;

 

The CPI is provided by the RF State Statistics Committee upon request. The CPI will be published on the website of Troika Dialog Investment Company (www.troika.ru) 10 days before the start of the respective coupon period.

 

162



 

If a negative value for Cj is obtained from the formula specified above, Cj shall be taken as equal to zero; if the obtained value of Cj is greater than 25%, Cj shall be taken as equal to 25%.

 

If, during the period of circulation of the Bonds, the official procedure for calculating the CPI and the normative act establishing the procedure for calculating the CPI are altered or the CPI is replaced by an index similar in purpose to the CPI, the interest rate for a coupon will be determined using the CPI (or its similar replacement) calculated in accordance with normative acts in force at the time of its calculation.

 

If information on the CPI is not published by the RF State Statistics Committee and not published on the Internet website of Troika Dialog Investment Company by the date necessary to calculate the interest rate for a coupon (as set forth above), the value of Inflation 12Mj for that coupon shall be taken as equal to the value of Inflation 12Mj for the preceding coupon.

 

Grounds for early redemption of Bonds

 

For purposes of defining the grounds for early redemption of Bonds, the following definitions are used:

Issuer Group - all companies, including the Issuer, consolidated for purposes of the Issuer’s Consolidated and Combined Financial Statements, which are prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP). The companies in the Issuer Group as at the end of 2002 are listed in the Issuer’s Consolidated and Combined Financial Statements for 2002.

 

Issuer Group Company - a company in the Issuer Group;

 

Issuer’s Consolidated and Combined Financial Statements - the consolidated and combined financial statements of the Issuer, prepared in accordance with US GAAP.

 

Net Assets - Assets minus liabilities and minority interests, according to the Issuer’s Consolidated and Combined Financial Statement.

 

EBITDA - earnings before interest, taxes, depreciation, and amortization, adjusted taking into account minority interests, according to the Issuer’s Consolidated and Combined Financial Statements. If the Issuer has made investments in consolidated subsidiary companies during the period for which EBITDA is calculated, EBITDA is calculated as if the investments were made on the first day of that reporting period.

 

Debt - debt in the form of bank credits, loans, and commodity and commercial credits obtained by Issuer Group Companies, and/or promissory notes and/or bonds issued by Issuer Group Companies, except loans between Issuer Group Companies.

 

Bond owners are entitled to present Bonds for early redemption upon the occurrence of any of the following events (“Grounds for Redemption”):

 

1. Delinquency of more than 15 (fifteen) days in performance by Issuer Group Companies of their obligations with respect to payment of principal debt and/or interest on bank credits/loans received by them and/or represented by promissory notes and/or bonds issued by Issuer Group Companies, in cases when:

a) the principal debt represented by an overdue obligation (i.e., the amount of the credit/loan (not including accrued interest), the total face value of promissory notes, or the total face value of a bond issue) is greater than 10,000,000 (ten million) U.S. dollars or the equivalent

 

163



 

thereof at the exchange rate of the Central Bank of the Russian Federation (“RF Central Bank”) on the due date of the respective obligation; and

b) the total amount of overdue debt of Issuer Group Companies represented by the overdue obligation specified in subsection a) above is greater than 2,500,000 (two million five hundred thousand) U.S. dollars or the equivalent thereof at the exchange rate of the RF Central Bank on the due date of the respective obligation.

 

2. A change, within any 12 (twelve) successive months, beginning from the placement date of the Bonds, of more than half of the personnel on the Issuer’s Board of Directors relative to its composition at the start of the 12-month period.

 

3. A decrease in the value of the Issuer Group’s Net Assets (in the ruble equivalent at the exchange rate of the RF Central Bank on the date of the respective Consolidated and Combined Financial Statements) by more than 25% (twenty-five percent) relative to the value of its Net Assets according to the Issuer’s Consolidated and Combined Financial Statements for 2002.

 

4. As at any reporting date, according to the Issuer’s Consolidated and Combined Financial Statements, an increase in the Issuer Group’s Debt relative to its Debt as at the preceding reporting date, if the ratio of total debt according to the Issuer’s Consolidated and Combined Financial Statements to its EBITDA for the four quarters ending on the reporting date exceeds 4:1, with the exception of:

a) additional Debt totaling no more than 100,000,000 (one hundred million) U.S. dollars;

b) short-term Debt, in the form of credits obtained for a period of no more than 5 (five) business days in each case;

c) Debt not exceeding 15,000,000 (fifteen million) U.S. dollars (or the equivalent at the exchange rate of the RF Central Bank on the reporting date), arising under derivative financial instruments concluded for the purpose of insuring risks associated with the Issuer Group’s business operations. For purposes of this subsection, “derivative financial instrument” means an agreement, to which an Issuer Group Company is a party, which defines the rights and obligations of the parties thereto in relation to an underlying asset defined in accordance with applicable law. Derivative financial instruments include options and forward contracts, as well as agreements that do not provide for the delivery of the underlying asset, but which define the procedure for settlements between the parties in the future in dependence on a change in some indicator of the underlying asset relative to the value of that indicator determined (or the procedure for determining which is established) by the parties at the time of entry into the transaction;

d) Debt acquired for the purpose of refinancing current Debt of the Issuer Group. For purposes of this subsection, “refinancing” means the acquisition of Debt by an Issuer Group Company exclusively for the purpose of repaying Debt of the Issuer Group existing on the preceding reporting date, provided that (i) the amount of Debt acquired does not exceed the amount of Debt being repaid; (ii) the term of the acquired Debt is not less than the remaining term of the existing portion of Debt being repaid and (iii) all other material conditions of the acquired Debt are not materially less favorable to the debtor than the terms of the Debt being repaid.

 

164



 

Procedure for disclosure by the Issuer of information concerning the occurrence of a Ground for Redemption of Bonds, and of other material information

 

Immediately upon becoming aware of it, Issuer is obligated to provide the Underwriter with information concerning the occurrence of any Ground for Redemption, as well as information on changes in the list of the companies forming the Issuer Group; changes in the composition of the Issuer’s Board of Directors; and information on actions taken by the Issuer/an Issuer Group Company that result in the elimination of a Ground for Redemption of Bonds.

 

For the purpose of enabling owners of Bonds to verify the presence/absence of Grounds for Redemption of Bonds, the Underwriter will on a quarterly basis, in the manner specified below, disclose the following information, subject to its receipt from the Issuer:

1)                                      the Issuer’s Consolidated and Combined Financial Statements;

2)                                      the composition of the Issuer Group;

3)                                      the composition of the Issuer’s Board of Directors;

 

All information received by the Underwriter from the Issuer of the Bonds must be published within 5 (five) business days of its receipt, by placement on the Underwriter’s website (www.troika.ru). When the information concerns the occurrence of a Ground for Redemption and the start date of acceptance of early redemption applications by the Issuer, such information shall also be published in the newspaper Vedomosti.

Early redemption procedure and conditions

 

The Issuer will perform early bond redemption on the basis of an application from the owner of the Bonds containing a request for early redemption, or on the basis of the presentment of such a request. Therewith, owners of Bonds are entitled to present Bonds for early redemption only after the registration of the Report on Results of the Bond Issue.

 

If information subject to disclosure in the manner specified above contains information concerning actions taken by an Issuer Group Company that result in the elimination of a Ground for Early Redemption, an owner of Bonds is not entitled to present a demand for early redemption, provided that the owner knew or could have learned about the occurrence of the Ground for Early Redemption from such information.

 

During the 5 (five) business days following the later of the dates of publication by the Underwriter in the Vedomosti newspaper and on the Underwriter’s site of information concerning the occurrence of any Ground for Early Redemption of Bonds and concerning the start date of acceptance of early redemption applications (“Period for Presentment of Bonds for Early Redemption”), owners of Bonds or nominee holders authorized to present Bond for early redemption are entitled to present Bonds for early redemption by sending a corresponding application in writing to the Underwriter.

 

An application for early redemption must contain the full name of the owner of the Bonds or, if the application is submitted by a nominee holder, the full name of the nominee holder, and other information prescribed in the information published by the Underwriter. Attached to the application for early redemption must be original copies of documents (extract from a depository account) issued by the Depositary and attesting that the Bonds presented for early redemption have been blocked (restriction on the withdrawal of Bonds from an owner’s

 

165



 

depository account, including an account opened by a nominee holder), as well as other documents specified in the information published by the Underwriter. If the applicant is a nominee holder, documents confirming the authority of the nominee holder to present Bonds for early redemption must be attached to the application.

 

An owner of Bonds is also entitled to send an early redemption application to the Underwriter if information concerning the occurrence of a Ground for Redemption has been received by the owner from third parties, provided, however, that at the time the application is presented the Underwriter has not published information concerning the Ground for Redemption specified in the application. In such case, the application must contain, in addition to the documents and information specified above, the grounds for presentment of such application and references to the source of the information. Within 5 (five) business days of receiving such an application, the Underwriter must publish information concerning the start of acceptance of early redemption applications in the manner specified above or send a reasoned refusal of early redemption to the applicant, including by reason of elimination of the Ground for Redemption.

 

From the time the Underwriter receives a written early redemption application from an owner or nominee holder, no operations of the owner with the Bonds contemplated by the application will be performed, except operations involved in the redemption of the Bonds and/or payment of income thereon.

 

No later than 5 (five) business days after the end date of the acceptance of early redemption applications, the Underwriter will provide the Issuer, the Payment Agent, and the Depositary with a list of the owners and/or nominee holders who submitted applications for early redemption of Bonds within the Period for Presentment of Bonds for Early Redemption. The list must include the following information on each person who presented Bonds for early redemption:

 

                  the full name of the owner of the Bonds or, if the application is submitted by a nominee holder and the nominee holder has been authorized to receive early redemption payments, the full name of the nominee holder;

 

                  the number of Bonds to be redeemed early;

 

                  the location and postal address of the owner of the Bonds or, if the application is submitted by a nominee holder and the nominee holder is authorized to receive early redemption payments, the location and postal address of the nominee holder;

 

                  the tax status of the person or entity authorized to receive early redemption payments: (resident; nonresident carrying out activity in the Russian Federation through a permanent representative office; nonresident receiving income unassociated with a permanent representative office; individual tax residents of the Russian Federation; individual present in the territory of the Russian Federation for at least 183 days in a calendar year; foreign national; stateless person);

 

                  identifying details of the bank account of the person or entity authorized to receive early redemption payments.

 

Payment of funds associated with early redemption of the Bonds will be made by the Payment Agent, acting on the Issuer’s instructions, within 2 (two) business days following the date of receipt by the Payment Agent of the list of owners and/or nominee holders who sent early redemption applications, subject to the receipt of corresponding funds from the

 

166



 

Issuer. The funds required by the Payment Agent to perform early redemption must be transferred by the Issuer to the Payment Agent’s account no later than 2 (two) business days after the date of receipt by the Issuer of the list of owners and/or nominee holders who submitted early redemption applications.

 

Bonds presented for early redemption will be redeemed at their face value, equal to 1,000 (one thousand) rubles; at the same time, their owners will be paid coupon income on the Bonds for the coupon period during which the Bonds were presented for early redemption, calculated from the start of such period to the date of early redemption.

 

The entity providing security for purposes of the bond issue :

Vitafrukt Limited Liability Company

 

Kind of security: guarantee

Amount of provided security (RUR): 1 500 000 000

 

Income on the bonds of the issue paid in the reporting quarter:

See the data in clause 8.9. of the present report

 

8.3.3 Information on issues, for the securities of which the issuer is in default

 

No information available.

 

8.4 Information on the person(s) having provided security for the bonds of the issue

 

Security for the bonds of the issue:

Person providing security: Vitafrukt Limited Liability Company

Type of security: surety

Cash value of security amount (RUR): 1,500,000,000

Location: Room 13, 2nd Floor, 8-10, bld. 2, Bryussov Pereulok, Moscow 103009

Mailing address: 16, Yauzsky Blvd., Moscow 109028, Russian Federation

 

8.5. Conditions guaranteeing fulfillment of obligations on the bonds of the issue

 

See clauses 8.3.2. and 8.4. of the present quarterly report

 

8.6. Data on organizations, keeping record of Issuer’s securities rights.

Registrar:

 

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 of Russia

 

167



 

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

8.7. Information on legislative acts regulating capital import and export issues, which can affect payment of dividends, interest and other amounts to non-residents

 

RF Tax Code Part 1 of 31.07.98 No.146-FZ and Part 2 of 05.08.2000 No.117-FZ

Federal Law “On Currency Regulation and Currency Control” of 09.10.1992 No. 3615-1

 

8.8. Procedure for taxation of revenues from the issuer’s securities placed and in the process of placement

 

The procedure for taxation of revenues from shares described herein is based on the legislation of the Russian Federation applicable at the time of filing with the FCSM of Russia. In case of any changes in the taxation legislation, taxation of share revenues will be performed in accordance with the regulatory acts applicable at the time of revenues receipt. Tax from dividend incomes received by a Russian shareholder which is a legal entity or an individual resident shareholder from an organization on the shares owned by such shareholder shall be withheld at the source of the said incomes. The tax shall be withheld at the rate of 6%.

 

Tax from dividend incomes received by non-residents: a foreign shareholder being a legal entity or an individual shareholder from an organization on the shares owned by such shareholder shall be withheld at the source of the said incomes at the following rates: 30% from dividend income of individual non-residents, 15% from dividend income of foreign legal entities.

 

The income paying organization shall be responsible for withholding and remittance of the tax to the budget.

 

Payment of income tax to the budget will be made in case of withholding tax from dividend income in the following terms:

 

168



 

For legal entities (residents and non-residents) – within ten days of the income payment.

For individuals (residents and non-residents) – at the time of income payment. The tax amounts will be remitted to the budget.

 

8.9. Information on announced (accrued) and paid dividends on the issuer’s shares, as well as on income on the issuer’s bonds.

 

Period: 2001

Dividends Accrued per Share (rub.): 0

Total Amount of Dividends Accrued to Shares of this Category (Type) (rub.): 0

Total Amount of Dividends Paid to Shares of this Category (Type) (rub.): 0

 

Period: 2002

Dividends Accrued per Share (rub.): 0

Total Amount of Dividends Accrued to Shares of this Category (Type) (rub.): 0

Total Amount of Dividends Paid to Shares of this Category (Type) (rub.): 0

 

Period: 2003, 1 quarter

Dividends Accrued per Share (rub.): 0

Total Amount of Dividends Accrued to Shares of this Category (Type) (rub.): 0

Total Amount of Dividends Paid to Shares of this Category (Type) (rub.): 0

 

Period: 2003, 1 half

Dividends Accrued per Share (rub.): 0

Total Amount of Dividends Accrued to Shares of this Category (Type) (rub.): 0

Total Amount of Dividends Paid to Shares of this Category (Type) (rub.): 0

Amount of Dividends Accrued per Share of this Category (Type) with Due Date Yet to Come (rub.): 0

 

Period: 2003, 3 quarter

Dividends Accrued per Share (rub.): 0

Total Amount of Dividends Accrued to Shares of this Category (Type) (rub.): 0

Total Amount of Dividends Paid to Shares of this Category (Type) (rub.): 0

Amount of Dividends Accrued per Share of this Category (Type) with Due Date Yet to Come (rub.): 0

 

Period: 2003, 4 quarter

Dividends Accrued per Share (rub.): 0

Total Amount of Dividends Accrued to Shares of this Category (Type) (rub.): 0

Total Amount of Dividends Paid to Shares of this Category (Type) (rub.): 0

Amount of Dividends Accrued per Share of this Category (Type) with Due Date Yet to Come (rub.): 0

 

Period: 2004, 1 quarter

Dividends Accrued per Share (rub.): 0

Total Amount of Dividends Accrued to Shares of this Category (Type) (rub.): 0

Total Amount of Dividends Paid to Shares of this Category (Type) (rub.): 0

 

169



 

Amount of Dividends Accrued per Share of this Category (Type) with Due Date Yet to Come (rub.): 0

 

Income on Issuer’s bonds

Issue Number: -

Type: interest-bearing

Category: nonconvertible bearer bonds

Form of Securities: Certificated

Nominal Price of One Security of the issue: 1000 rubles

 

Quantity of Issue Securities: 1 500 000

Total Issue Amount (RUR): 1 500 000 000

 

Data on the Issue State Registration:

Date of Registration: March 25 2003

Registration Number: 4-01-06005-A

Body of State Registration: Federal Securities Commission of Russia

 

Data on State Registration of the Report of the Issue:

Date of Registration: 03.07.2003

Body of State Registration: Federal Securities Commission of Russia

 

Type of proceeds paid in respect of issued bonds – coupon yield;

Time limit established for the payment of proceeds on issued bonds: coupon yield is paid every 6 months (182 days).

Date of payment in respect of the 1st coupon -  October 14, 2003;

Amount of proceeds (coupon yield) paid in respect of one bond - 64 rubles 32 kopecks

Amount of proceeds paid on all bonds (in respect of the 1st coupon) – 96,480,000 rubles.

Form and other terms of payment of proceeds on issued bonds – coupon yield is payable in a monetary form;

Accounting period (year, quarter) for which proceeds on issued bonds were paid (the 1st coupon) – April 15 – October 14, 2003;

Total amount of proceeds paid on all issued bonds in each accounting period in respect of which such proceeds were paid – 96,480,000 rubles.

 

8.10. Other information

 

No other information

 

170



 

ATTACHMENT 1

 

BALANCE SHEET

at December 31 2003

 

 

 

 

CODES

 

 

OKUD Form No. 1 

0710001

 

 

Date (year, month, day)

 

 

 

Organization                         Wimm-Bill-Dann Foods OJSC

OKPO 

57024227

Taxpayer identification number

TIN 

7709342399

Type of activity                                       services

OKVED

 

Organizational-legal form/form of ownership

 

 

                    Open Joint Stock Company

OKOPF/OKFS

 

 

Unit of measure: thousand rubles

OKEI 

384/385

Location (address)                                                         16/15, Yauzsky bulvar, room 306, Moscow

 

 

 

 

 

 

 

Date approved

 

 

 

Date sent (accepted)

 

 

ASSETS

 

Item code

 

At start of
reporting year

 

At end of
reporting period

 

1

 

2

 

3

 

4

 

I. NON-CURRENT ASSETS

 

 

 

 

 

 

 

Intangible assets

 

110

 

975

 

21,840

 

Fixed assets

 

120

 

 

 

20,753

 

Construction in progress

 

130

 

4,240

 

10,668

 

Income-bearing investments in tangible assets

 

135

 

 

 

 

 

Long-term financial investments

 

140

 

2,069,571

 

10,980,769

 

Deferred tax assets

 

145

 

 

 

306

 

Other non-current assets

 

150

 

 

 

 

 

TOTAL for Section I

 

190

 

2,074,786

 

11,034,336

 

II. CURRENT ASSETS

 

 

 

 

 

 

 

Inventories

 

210

 

9,495

 

33,380

 

including:

 

 

 

 

 

 

 

raw materials, consumables, and other material assets

 

211

 

0

 

612

 

livestock in breeding and feeding

 

 

 

 

 

 

 

work in progress (distribution costs)

 

 

 

 

 

 

 

finished products and goods for resale

 

 

 

0

 

11

 

shipped goods

 

 

 

 

 

 

 

deferred expenses

 

 

 

9,495

 

32,757

 

other reserves and expenses

 

 

 

 

 

 

 

Value-added tax on purchased assets

 

220

 

2,349

 

6,029

 

Accounts receivable (payment expected more than 12 months after reporting date)

 

230

 

 

 

 

 

of which: buyers and customers

 

 

 

 

 

 

 

Accounts receivable (payments expected within 12 months of reporting date)

 

240

 

390,815

 

519,193

 

including:

 

 

 

 

 

 

 

buyers and customers

 

 

 

5,434

 

130,091

 

advances made

 

 

 

350,735

 

268,787

 

other debtors

 

 

 

34,646

 

120,315

 

Short-term financial investments

 

250

 

3,456,758

 

30,382

 

Cash

 

260

 

165,878

 

641,695

 

Other current assets

 

270

 

 

 

 

 

TOTAL for Section II

 

290

 

4,025,295

 

1,230,679

 

BALANCE

 

300

 

6,100,081

 

12,265,015

 

 



 

LIABILITIES

 

Line code

 

At start of
reporting year

 

At end of
reporting period

 

1

 

2

 

3

 

4

 

III. CAPITAL AND RESERVES

 

410

 

880,000

 

880,000

 

Charter capital

 

 

 

 

 

 

 

Own shares redeemed from shareholders

 

411

 

 

 

 

 

Capital surplus

 

420

 

4,958,622

 

4,958,622

 

Reserve capital

 

430

 

12,621

 

12,621

 

including:

 

431

 

 

 

 

 

statutory reserves

 

 

 

 

 

 

 

reserves formed in accordance with organizational documents

 

432

 

12,621

 

12,621

 

Retained earnings (uncovered losses)

 

470

 

238,891

 

333,153

 

TOTAL for Section III

 

490

 

6,090,133

 

6,184,396

 

IV. LONG-TERM LIABILITIES

 

 

 

 

 

 

 

Loans and credits

 

510

 

0

 

5,998,306

 

Deferred tax liabilities

 

515

 

0

 

525

 

Other long-term liabilities

 

520

 

 

 

 

 

TOTAL for Section IV

 

590

 

0

 

5,998,831

 

V. SHORT-TERM LIABILITIES

 

 

 

 

 

 

 

Loans and credits

 

610

 

0

 

290

 

Accounts payable

 

620

 

9,948

 

81,498

 

including:

 

621

 

9,708

 

39,319

 

suppliers and contractors

 

 

 

 

 

 

 

amounts owed to organization’s employees

 

622

 

32

 

15,356

 

amounts owed to state extrabudgetary funds

 

623

 

 

 

673

 

amounts owed in respect of taxes and levies

 

624

 

202

 

25,943

 

other creditors

 

625

 

6

 

207

 

Income payable to participants (founders)

 

630

 

 

 

 

 

Unearned revenues

 

640

 

 

 

 

 

Provisions for expenses

 

650

 

 

 

 

 

Other short-term liabilities

 

660

 

 

 

 

 

TOTAL for Section V

 

690

 

9,948

 

81,788

 

BALANCE

 

700

 

6,100,081

 

12,265,015

 

Statement of assets on off-balance accounts

 

 

 

 

 

 

 

Rented fixed assets

 

910

 

0

 

279,733

 

including leased assets

 

911

 

 

 

 

 

Valuables in custody

 

920

 

 

 

 

 

Consigned goods

 

930

 

 

 

 

 

Bad debts written off as losses

 

940

 

 

 

 

 

Security received for liabilities and payments

 

950

 

0

 

0

 

Security given for obligations and payments

 

960

 

1,320,743

 

945,816

 

Housing depreciation

 

970

 

 

 

 

 

Depreciation of amenities and similar facilities

 

980

 

 

 

 

 

Intangible assets received for use

 

990

 

 

 

 

 

 

Chief Executive Officer

V. V. Preobrazhensky

 

Chief Accountant

 

 

V.V. Khaminov

 

  (signature)

 

 

(signature)

 

(name)

 

 

 

 

 

2004

 

 

 

 

2



 

INCOME STATEMENT

for 2003

 

 

 

 

CODES

 

 

OKUD Form No. 1 

0710002

 

 

Date (year, month, day)

 

Organization                         Wimm-Bill-Dann Foods OJSC

OKPO 

57024227

Taxpayer identification number

TIN  

7709342399

Type of activity                                       services

OKVED

 

Organizational-legal form/form of ownership

 

 

                    Open Joint Stock Company

OKOPF/OKFS

47

34

Unit of measure: thousand rubles

OKEI 

384/385

 

Item

 

For reporting period

 

For same period of
preceding year

 

Name

 

Code

1

 

2

 

3

 

4

 

Income and expenses for usual activities

 

 

 

 

 

 

 

Revenue (net) from sale of goods, products, work, services (less VAT, excises, and similar obligatory payments)

 

010

 

470,528

 

5,310

 

Cost price of goods, products, work, and services sold

 

020

 

(29,717

)

(22

)

Gross profit

 

029

 

440,811

 

5,288

 

Commercial expenses

 

030

 

(4,370)

 

0

 

Administrative expenses

 

040

 

(514,574

)

(68,650

)

Profit (loss) from sales

 

050

 

(78,133

)

(63,362

)

Other income and expenses

 

 

 

 

 

 

 

Interest receivable

 

060

 

699,753

 

282,386

 

Interest payable

 

070

 

(371,393

)

0

 

Income from participation in other organizations

 

080

 

 

 

 

 

Other operating income

 

090

 

5,110,036

 

814,243

 

Other operating expenses

 

100

 

(5,301,986

)

(810,917

)

Non-operating income

 

120

 

323,998

 

157,148

 

Non-operating expenses

 

130

 

(229,619

)

(33,664

)

Profit (loss) before taxes

 

140

 

152,656

 

345,834

 

Deferred tax assets

 

141

 

306

 

 

 

Deferred tax liabilities

 

142

 

(525

)

 

 

Current tax on profits

 

150

 

(58,174

)

(93,407

)

 

 

180

 

 

 

 

 

Net profit (loss) for the reporting period

 

190

 

94,263

 

252,427

 

FOR REFERENCE

 

 

 

 

 

 

 

Standing tax liabilities (assets)

 

200

 

(21,747

)

 

 

Gross profit (loss) per share

 

210

 

0.002142

 

0.005939

 

Diluted profit (loss) per share

 

220

 

 

 

 

 

 



 

INDIVIDUAL PROFIT AND LOSS ITEMS

 

Item

 

For reporting period

 

For same period of preceding year

 

name

 

code

 

profit

 

loss

 

profit

 

loss

 

1

 

2

 

3

 

4

 

5

 

6

 

Fines, penalties, and charges acknowledged by payer or payable pursuant to a court decision or arbitral award

 

310

 

 

 

18

 

 

 

 

 

Profit (loss) of previous years

 

320

 

 

 

171

 

 

 

75

 

Compensation of losses caused by nonperformance or improper performance of obligations

 

330

 

 

 

 

 

 

 

 

 

Exchange-rate differences in foreign exchange operations

 

340

 

292,188

 

144,147

 

110,731

 

  10,774

 

Allocations for allowances

 

350

 

X

 

 

 

X

 

 

 

Receivables and payables written off upon expiration of limitations period

 

360

 

 

 

 

 

 

 

 

 

 

Chief Executive Officer

 

 

V. V. Preobrazhensky

 

Chief Accountant

 

 

V.V. Khaminov

 

(signature)

 

 

(signature)

 

(name)

 

 

 

 

 

2004

 

 

 

 

2



 

REPORT ON CHANGES IN CAPITAL

for 2003

 

 

 

 

CODES

 

 

OKUD Form No. 3 

0710003

 

 

Date (year, month, day)

 

Organization                         Wimm-Bill-Dann Foods OJSC

OKPO 

57024227

Taxpayer identification number

TIN 

7709342399

Type of activity                                       services

OKVED

 

Organizational-legal form/form of ownership

 

 

 

OKOPF/OKFS

47

34

Unit of measure: thousand rubles

OKEI 

384/385

 

I. Changes in Capital

 

Item

 

Charter
capital

 

Capital
surplus

 

Reserve
capital

 

Retained earnings
(uncovered
losses)

 

Total

 

name

 

code

1

 

2

 

3

 

4

 

5

 

6

 

7

 

Balance at December 31st before preceding year

 

1

 

700,000

 

0

 

0

 

-915

 

699,085

 

 

2002

 

 

2

 

X

 

X

 

X

 

 

 

0

 

(preceding year)

Changes in accounting policy

 

 

 

 

 

 

 

 

 

 

 

 

 

Result of reappraisal of fixed assets

 

3

 

X

 

 

 

X

 

 

 

0

 

 

 

4

 

X

 

 

 

 

 

 

 

 

 

Balance at January 1st of preceding year

 

5

 

700,000

 

0

 

0

 

-915

 

699,085

 

Result of conversion of foreign currencies

 

6

 

X

 

0

 

X

 

X

 

0

 

Net profit

 

7

 

X

 

X

 

X

 

252,427

 

252,427

 

Dividends

 

8

 

X

 

X

 

X

 

(          

)

0

 

Allocations to reserve fund

 

9

 

X

 

X

 

12,621

 

(12,621

)

0

 

Increase in capital due to:

 

10

 

180,000

 

4,958,622

 

X

 

X

 

5,138,622

 

additional share issue

 

11

 

 

 

X

 

X

 

X

 

0

 

increase in par value of shares

 

12

 

 

 

X

 

X

 

 

 

 

 

reorganization of legal entity

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in charter capital due to:

 

 

 

 

 

 

 

 

 

 

 

 

 

decrease in par value of shares

 

14

 

(          

)

X

 

X

 

X

 

(          

)

derease in number of shares

 

15

 

(          

)

X

 

X

 

X

 

(          

)

reorganization of legal entity

 

16

 

(          

)

X

 

X

 

(          

)

(          

)

 

 

17

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31st of preceding year

 

18

 

880,000

 

4,958,622

 

12,621

 

238,890

 

6,090,133

 

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(reporting year)

Changes in accounting policy

 

19

 

X

 

X

 

X

 

 

 

 

 

Result of reappraisal of fixed assets

 

20

 

X

 

 

 

X

 

 

 

 

 

 

 

21

 

X

 

 

 

 

 

 

 

 

 

Balance at January 1st of reporting year

 

22

 

880,000

 

4,958,622

 

12,621

 

238,890

 

6,090,133

 

Result of conversion of foreign currencies

 

23

 

X

 

 

 

X

 

X

 

 

 

Net profit

 

24

 

X

 

X

 

X

 

94,263

 

94,263

 

Dividends

 

25

 

X

 

X

 

X

 

(          

)

 

 

 



 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

Allocations to reserve fund

 

26

 

X

 

X

 

 

 

 

 

0

 

Increase in capital due to:

 

 

 

 

 

 

 

 

 

 

 

 

 

additional share issue

 

27

 

 

 

X

 

X

 

X

 

0

 

increase in par value of shares

 

28

 

 

 

X

 

X

 

X

 

 

 

reorganization of legal entity

 

29

 

 

 

X

 

X

 

 

 

 

 

 

 

30

 

 

 

 

 

 

 

 

 

 

 

Decrease in charter capital due to:

 

 

 

 

 

 

 

 

 

 

 

 

 

decrease in par value of shares

 

31

 

(          

)

X

 

X

 

X

 

(    0    

)

decrease in number of shares

 

32

 

(          

)

X

 

X

 

X

 

(          

)

reorganization of legal entity

 

33

 

(          

)

X

 

X

 

(          

)

(          

)

 

 

34

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31st of reporting year

 

35

 

880,000

 

4,958,622

 

12,621

 

333,153

 

6,184,396

 

 

II. Reserves

 

Item

 

 

 

 

 

 

 

 

 

name

 

code

 

Balance

 

Additions

 

Dispositions

 

Balance

 

1

 

2

 

3

 

4

 

5

 

6

 

Statutory reserves:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(name of reserve)

 

 

 

 

 

 

 

 

 

 

 

preceding year

 

36

 

 

 

 

 

(          

)

 

 

reporting year

 

37

 

 

 

 

 

(          

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(name of reserve)

 

 

 

 

 

 

 

 

 

 

 

preceding year

 

38

 

 

 

 

 

(          

)

 

 

reporting year

 

39

 

 

 

 

 

(          

)

 

 

Reserves formed in accordance with
organizational documents:
Reserve Fund

 

 

 

 

 

 

 

 

 

 

 

(name of reserve)

 

 

 

 

 

 

 

 

 

 

 

preceding year

 

40

 

0

 

12,621

 

0   

)

12,621

 

reporting year

 

41

 

12,621

 

 

 

(          

)

12,621

 

 

 

 

 

 

 

 

 

 

 

 

 

(name of reserve)

 

 

 

 

 

 

 

 

 

 

 

preceding year

 

42

 

 

 

 

 

(          

)

 

 

reporting year

 

43

 

 

 

 

 

(          

)

 

 

Allowances reserve:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(name of reserve)

 

 

 

 

 

 

 

 

 

 

 

preceding year

 

44

 

 

 

 

 

(          

)

 

 

reporting year

 

45

 

 

 

 

 

(          

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(name of reserve)

 

 

 

 

 

 

 

 

 

 

 

preceding year

 

46

 

 

 

 

 

(          

)

 

 

reporting year

 

47

 

 

 

 

 

(          

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(name of reserve)

 

 

 

 

 

 

 

 

 

 

 

preceding year

 

48

 

 

 

 

 

(          

)

 

 

reporting year

 

49

 

 

 

 

 

(          

)

 

 

 

2



 

1

 

2

 

3

 

4

 

5

 

6

 

Provisions for expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(name of reserve)

 

 

 

 

 

 

 

 

 

 

 

preceding year

 

50

 

 

 

 

 

(          

)

 

 

reporting year

 

51

 

0

 

11,889

 

(11,889

)

0

 

 

 

 

 

 

 

 

 

 

 

 

 

(name of reserve)

 

 

 

 

 

 

 

 

 

 

 

preceding year

 

52

 

 

 

 

 

(          

)

 

 

reporting year

 

53

 

 

 

 

 

(          

)

 

 

 

REFERENCE

 

Item

 

Balance at start of
reporting year

 

Balance at end of
reporting year

 

name

 

code

 

 

1

 

2

 

3

 

4

 

1) Net assets

 

54

 

6,090,133

 

6,184,396

 

 

 

 

 

 

From budget

 

From extrabudgetary funds

 

 

 

 

 

reporting year

 

preceding
year

 

reporting
year

 

preceding
year

 

 

 

 

 

3

 

4

 

5

 

6

 

 

 

55

 

 

 

 

 

 

 

 

 

2) Received for:
expenses for usual activities, total

 

56

 

 

 

 

 

 

 

 

 

including:

 

57

 

 

 

 

 

 

 

 

 

 

 

58

 

 

 

 

 

 

 

 

 

 

 

59

 

 

 

 

 

 

 

 

 

capital investments in non-current assets

 

60

 

 

 

 

 

 

 

 

 

including:

 

61

 

 

 

 

 

 

 

 

 

 

 

62

 

 

 

 

 

 

 

 

 

 

 

63

 

 

 

 

 

 

 

 

 

 

Chief Executive Officer

 

 

V. V. Preobrazhensky

 

Chief Accountant

 

 

V.V. Khaminov

 

(signature)

 

 

(signature)

 

(name)

 

 

 

 

March

2004

 

 

 

 

3



 

CASH FLOW REPORT

for 2003

 

 

 

 

CODES

 

 

OKUD Form No. 4

0710004

 

 

Date (year, month, day)

 

 

 

Organization                         Wimm-Bill-Dann Foods OJSC

OKPO 

57024227

Taxpayer identification number

TIN 

7709342399

Type of activity                                       services

OKVED

 

Organizational-legal form/form of ownership

 

 

                    Open Joint Stock Company

OKOPF/OKFS

47

34

Unit of measure: thousand rubles

OKEI 

384/385

 

Item

 

Reporting

 

Same period of

 

name

 

code

 

period

 

preceding year

 

1

 

2

 

3

 

4

 

Cash balance at start of reporting period

 

010

 

165,878

 

463

 

Cash flow related to current activities

 

 

 

 

 

 

 

Funds received from buyers and customers

 

020

 

438,703

 

8,094

 

Credits and loans received

 

030

 

453,868

 

14,150

 

 

 

 

 

 

 

 

 

Other income

 

100

 

6,707

 

5,359,430

 

Cash outflow:

 

 

 

 

 

 

 

purchase of goods, work, services, raw materials, and other current assets

 

150

 

(722,956

)

(1,719,858

)

wages and salaries

 

160

 

(193,750

)

(9,590

)

dividends and interest

 

170

 

(            

)

(              

)

taxes and levies

 

180

 

(142,234

)

(106,577

)

allocations to state extrabudgetary funds

 

190

 

(29,002

)

(1,291

)

interest and principal payments on received credits and loans

 

200

 

(293,747

)

(129,057

)

for other expenses

 

201

 

(188,462

)

(164,875

)

Net cash from current activities

 

205

 

-670,873

 

3,250,426

 

Cash flow related to investment activity

 

 

 

 

 

 

 

Revenue from sale of fixed assets and other non-current assets

 

210

 

 

 

 

 

Revenue from sale of securities and other financial investments

 

220

 

 

 

 

 

Dividends received

 

230

 

 

 

 

 

Interest received

 

240

 

600,448

 

249,317

 

Proceeds of repayment of loans given to other organizations

 

250

 

3,244,731

 

 

 

Loans received

 

260

 

 

 

106,442

 

Redemption of bills of exchange and depositary certificates

 

270

 

398,722

 

 

 

Acquisition of subsidiaries

 

280

 

(            

)

(          

)

 

 

 

 

 

 

 

 

Acquisition of fixed assets, income-bearing investments, and tangible and intangible assets

 

290

 

(862,537

)

(          

)

Acquisition of securities and other financial investments

 

300

 

(59,863

)

(5,146,649

)

Loans to other organizations

 

310

 

(8,079,999

)

(          

)

other

 

320

 

2,751,976

 

2,023,723

 

Net cash from investment activity

 

340

 

-2,006,521

 

-2,767,167

 

Cash flow related to financial activity

 

 

 

 

 

 

 

Proceeds of issues of shares and other participatory securities

 

350

 

 

 

 

 

Proceeds of loans and credits to other organizations

 

360

 

5,949,335

 

 

 

 



 

1

 

2

 

3

 

4

 

Repayment of loans and credits (excluding interest)

 

370

 

(                 

)

(                 

)

Repayment of finance lease liabilities

 

380

 

(286,458

)

(                 

)

 

 

 

 

(                 

)

(                 

)

other

 

390

 

(2,509,667

)

(                 

)

Net cash from financial activity

 

400

 

3,153,211

 

 

 

Net increase (decrease) in cash and equivalents

 

410

 

475,817

 

483,259

 

Cash balance at end of reporting period

 

420

 

641,695

 

483,722

 

Increased influence of fluctuations in ruble exchange rates

 

430

 

40,289

 

 

 

 

 

Chief Executive Officer

 

 

 

 

Chief Accountant

 

 

 

 

 

(signature)

 

 

 

 

(signature)

 

(name)

 

 

                                   200     

 

2



 

ANNEX TO BALANCE SHEET

for 2003

 

 

 

 

CODES

 

 

OKUD Form No. 5 

0710005

 

 

Date (year, month, day)

 

 

 

Organization                         Wimm-Bill-Dann Foods OJSC

OKPO 

 

Taxpayer identification number

TIN 

7709342399

Type of activity                                       services

OKVED

 

Organizational-legal form/form of ownership

 

 

 

OKOPF/OKFS

 

 

Unit of measure: thousand rubles

OKEI 

384/385

 

Intangible Assets

 

Item

 

At start of
reporting year

 

Additions

 

Disposals

 

At end of
reporting period

 

name

 

code

1

 

2

 

3

 

4

 

5

 

6

 

Intellectual property (exclusive rights to results of intellectual property)

 

 

 

1,145

 

22,549

 

(                 

)

(23,695

)

including:

 

 

 

 

 

 

 

 

 

 

 

of patentholder for inventions, industrial designs, utility models

 

 

 

 

 

 

 

(                 

)

 

 

of rightholder for computer programs, databases

 

 

 

 

 

14,426

 

(                 

)

14,426

 

of rightholder for integrated circuit topologies

 

 

 

 

 

 

 

(                 

)

 

 

of owner for trademarks, service marks, appellations of origin of goods

 

 

 

1,145

 

7,364

 

(                 

)

(8,510

)

of patentholder for selection achievements

 

 

 

 

 

 

 

(                 

)

 

 

Organizational expenses

 

 

 

 

 

 

 

(                 

)

 

 

Goodwill

 

 

 

 

 

 

 

(                 

)

 

 

Other

 

 

 

 

 

759

 

(                 

)

759

 

Total

 

 

 

1,145

 

23,308

 

(                 

)

(24,453

)

 

Item

 

At start of
reporting year 

 

At end of
reporting period

 

name

 

code

 

 

 

1

 

2

 

3

 

4

 

Amortization of intangible assets, total including:

 

 

 

170

 

2,614

 

trademarks

 

 

 

170

 

732

 

automatic programs

 

 

 

0

 

1,869

 

other

 

 

 

0

 

13

 

 



 

Fixed Assets

 

Item

 

At start of
reporting year

 

Additions

 

Disposals

 

At end of
reporting period

 

name

 

code

 

 

 

 

 

1

 

2

 

3

 

4

 

5

 

6

 

Buildings

 

 

 

 

 

 

 

(                 

)

 

 

Structures and transfer mechanisms

 

 

 

 

 

 

 

(                 

)

 

 

Machinery and equipment

 

 

 

0

 

19,660

 

(                 

)

(19,660

)

Vehicles

 

 

 

 

 

 

 

(                 

)

 

 

Production and business supplies

 

 

 

0

 

4,082

 

(                 

)

(4,082

)

Working livestock

 

 

 

 

 

 

 

(                 

)

 

 

Productive livestock

 

 

 

 

 

 

 

(                 

)

 

 

Multi-year plantings

 

 

 

 

 

 

 

(                 

)

 

 

Other types of fixed assets

 

 

 

 

 

 

 

(                 

)

 

 

Land parcels and natural resources

 

 

 

 

 

 

 

(                 

)

 

 

Capital investment in radical land improvement

 

 

 

 

 

 

 

(                 

)

 

 

Total

 

 

 

0

 

23,742

 

(                 

)

(23,742

)

 

Item

 

At start of
reporting year

 

At end of
reporting period

 

name

 

code

 

 

 

1

 

2

 

3

 

4

 

Depreciation of fixed assets, total

 

 

 

0

 

2,989

 

including:

 

 

 

 

 

 

 

buildings and structures

 

 

 

 

 

 

 

machinery, equipment, vehicles

 

 

 

0

 

2,463

 

other

 

 

 

0

 

526

 

Fixed assets leased to others, total

 

 

 

 

 

 

 

including:
buildings

 

 

 

 

 

 

 

structures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Idled fixed assets

 

 

 

 

 

 

 

Fixed assets leased from others, total

 

 

 

 

 

 

 

including:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Immovable property accepted for use and undergoing state registration

 

 

 

 

 

 

 

 

 

 

At start of
reporting year

 

At end of
reporting period

 

 

 

code

 

 

 

 

 

2

 

3

 

4

 

For reference.

 

 

 

 

 

 

 

Result from reappraisal of fixed assets:

 

 

 

0

 

0

 

historical (recovery) value

 

 

 

 

 

 

 

depreciation

 

 

 

 

 

 

 

 

 

 

At start of
reporting year

 

At end of
reporting period

 

 

 

code

 

 

 

 

 

2

 

3

 

4

 

Changes in value of fixed assets due to additions, betterments, reconstruction, and partial liquidation

 

 

 

0

 

0

 

 

2



 

Income-bearing Investments in Tangible Assets

 

Item

 

At start of

 

 

 

 

 

At end of

 

name

 

code

 

reporting year

 

Additions

 

Disposals

 

reporting period

 

1

 

2

 

3

 

4

 

5

 

6

 

Property for leasing

 

 

 

 

 

 

 

(                 

)

0

 

Property provided under lease contract

 

 

 

 

 

 

 

(                 

)

0

 

 

 

 

 

 

 

 

 

(                 

 

 

 

Other

 

 

 

 

 

 

 

(                 

)

 

 

Total

 

 

 

 

 

 

 

(                 

)

 

 

 

 

 

code

 

At start of
reporting year

 

At end of
reporting period

 

 

 

 

 

1

 

2

 

3

 

4

 

 

 

 

 

Amortization of income-bearing investments in tangible assets

 

 

 

 

 

0

 

 

 

 

 

 

Expenses for Research, Development,

and Technological Work

 

Type of work

 

At start of

 

 

 

 

 

At end of

 

name

 

code

 

reporting year

 

Additions

 

Deductions

 

reporting period

 

1

 

2

 

3

 

4

 

5

 

6

 

Total

 

 

 

 

 

 

 

(                 

)

0

 

including:

 

 

 

 

 

 

 

(                 

)

 

 

 

 

 

 

 

 

 

 

(                 

)

 

 

 

 

 

 

 

 

 

 

(                 

)

 

 

 

 

 

 

 

 

 

code

 

At start of
reporting year 

 

At end of
reporting year

 

 

 

 

 

 

 

2

 

3

 

4

 

For reference.

 

 

 

 

 

 

 

Expenses for incomplete research, development, and technological work

 

 

 

 

 

0

 

 

 

 

 

 

 

 

code

 

Reporting
period

 

Same period
of preceding year

 

 

 

 

 

 

 

2

 

3

 

4

 

Expenses for research, development, and technological work not producing favorable results, assigned to non-current expenses

 

 

 

 

 

0

 

 

Expenses for Development of Natural Resources

 

Item

 

Balance at start

 

 

 

 

 

Balance at end of

 

name

 

code

 

of reporting period

 

Additions

 

Deductions

 

reporting period

 

1

 

2

 

3

 

4

 

5

 

6

 

Expenses for development of natural resources, total

 

 

 

 

 

 

 

(                 

)

0

 

including:

 

 

 

 

 

 

 

(                 

)

 

 

 

 

 

 

 

 

 

 

(                 

)

 

 

 

 

 

 

 

 

 

 

(                 

)

 

 

 

 

 

 

 

 

 

code

 

At start of
reporting year 

 

At end of
reporting period

 

 

 

 

 

 

 

2

 

3

 

4

 

For reference.

 

 

 

 

 

 

 

 

 

 

 

Expenses for subsoil parcels, incompletely explored and appraised deposits, prospecting and/or hydrogeological surveying, and other similar work

 

 

 

 

 

 

 

 

 

0

 

Expenses for development of natural resources assigned during the reporting period to non-current expenses as unproductive

 

 

 

 

 

 

 

 

 

0

 

 

3



 

Financial Investments

 

Item

 

Long-term

 

Short-term

 

name

 

code

 

At start of
reporting year

 

At end of
reporting period

 

At start of
reporting year

 

At end of
reporting period

 

1

 

2

 

3

 

4

 

5

 

6

 

Investments in charter (reserve) capital of other organizations, total

 

 

 

70,025

 

70,025

 

0

 

0

 

of which subsidiary and dependent commercial companies

 

 

 

70,025

 

70,025

 

0

 

0

 

State and municipal securities

 

 

 

 

 

 

 

 

 

 

 

Securities of other organizations, total

 

 

 

1,999,546

 

2,904,429

 

0

 

30,382

 

of which debt securities (bonds, bills of exchange)

 

 

 

 

 

 

 

 

 

30,382

 

Loans given

 

 

 

0

 

8,006,315

 

3,138,914

 

0

 

Deposits

 

 

 

0

 

0

 

317,844

 

0

 

Other

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

2,069,571

 

10,980,769

 

3,456,758

 

30,382

 

Of total, financial investments with a current market value:  Investments in charter (reserve) capital of other organizations, total

 

 

 

 

 

 

 

 

 

 

 

of which subsidiary and dependent commercial companies

 

 

 

 

 

 

 

 

 

 

 

State and municipal securities

 

 

 

 

 

 

 

 

 

 

 

Securities of other organizations, total

 

 

 

 

 

 

 

 

 

30,382

 

of which debt securities (bonds, bills of exchange)

 

 

 

 

 

 

 

 

 

30,382

 

Other

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

30,382

 

For reference.

For financial investments with a current market value, change in value due to appraisal adjustment

 

 

 

 

 

 

 

 

 

 

 

For debt securities, difference between historical cost and face value is assigned to financial results of the reporting period

 

 

 

 

 

 

 

 

 

-336

 

 

4



 

Accounts Payable and Accounts Receivable

 

Item

 

Balance at start of
reporting year

 

Balance at end of
reporting year

 

name

 

code

 

 

 

1

 

2

 

3

 

4

 

Accounts receivable:
short-term, total

 

 

 

390,816

 

519,193

 

including
settlements with buyers and customers

 

 

 

5,434

 

130,091

 

advances made

 

 

 

350,735

 

268,787

 

other

 

 

 

34,647

 

120,315

 

long-term, total

 

 

 

0

 

0

 

including
settlements with buyers and customers

 

 

 

 

 

 

 

advances made

 

 

 

 

 

 

 

other

 

 

 

 

 

 

 

Total

 

 

 

390,816

 

519,193

 

Accounts payable:
short-term, total

 

 

 

9,948

 

81,788

 

including
settlements with suppliers and contractors

 

 

 

9,708

 

39,319

 

advances received

 

 

 

 

 

 

 

payments in respect of taxes and levies

 

 

 

202

 

25,943

 

credits

 

 

 

290

 

 

 

loans

 

 

 

 

 

 

 

other

 

 

 

38

 

16,236

 

long-term, total

 

 

 

0

 

5,998,306

 

including
credits

 

 

 

 

 

4,459,902

 

loans

 

 

 

 

 

1,538,404

 

 

 

 

 

 

 

 

 

Total

 

 

 

9,948

 

6,080,094

 

 

Expenses for Usual Activities (by Cost Component)

 

Item

 

For reporting year

 

For preceding year

 

name

 

code

 

 

 

1

 

2

 

3

 

4

 

Material expenditures

 

 

 

 

 

 

 

Wage and salary costs

 

 

 

190,627

 

10,966

 

Allocations for social needs

 

 

 

15,461

 

1,212

 

Depreciation

 

 

 

4,784

 

22

 

Other costs

 

 

 

337,789

 

56,472

 

Total for cost components

 

 

 

548,661

 

68,672

 

Change in balances (increase [+], decrease [-]): production in progress

 

 

 

 

 

 

 

deferred expenses

 

 

 

23,262

 

9,494

 

provisions for future expenses

 

 

 

 

 

 

 

 

5



 

Security

 

Item

 

Balance at start
of reporting year

 

Balance at end
of reporting period

 

name

 

code

 

 

 

1

 

2

 

3

 

4

 

Received, total

 

 

 

0

 

0

 

including

 

 

 

 

 

 

 

bills of exchange

 

 

 

 

 

 

 

Pledged property (received)

 

 

 

0

 

0

 

of which:

 

 

 

 

 

 

 

fixed assets

 

 

 

 

 

 

 

securities and other financial investments

 

 

 

 

 

 

 

other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Given, total

 

 

 

1,320,743

 

945,816

 

including:

 

 

 

 

 

 

 

bills of exchange

 

 

 

 

 

 

 

Pledged property (given)

 

 

 

0

 

0

 

of which:

 

 

 

 

 

 

 

fixed assets

 

 

 

 

 

 

 

securities and other financial investments

 

 

 

 

 

 

 

other

 

 

 

 

 

 

 

 

State Assistance

 

Item

 

 

 

For same period of

 

name

 

code

 

Reporting period

 

preceding year

 

1

 

2

 

3

 

4

 

Budget funds received in reporting year, total

 

 

 

0

 

0

 

including:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

at start of
reporting
year

 

received
during
reporting
period

 

repaid
during
reporting
period

 

at end of
reporting
period

 

Budget credits, total

 

 

 

0

 

 

 

 

 

0

 

including:

 

 

 

 

 

 

 

 

 

 

 

 

Chief Executive Officer

 

 

V. V. Preobrazhensky

 

Chief Accountant

 

 

V.V. Khaminov

 

(signature)

 

 

(signature)

 

(name)

 

 

 

 

March

2004

 

 

 

 

6



 

ATTACHMENT 2

 

BALANCE SHEET

at April 1 2004

 

 

 

CODES

Form No. 1 OKUD

 

0710001

Date (year, month, day)

 

 

Organization Wimm-Bill-Dann Foods OJSC

 

OKPO

 

57024227

Taxpayer identification number (TIN)

 

 

 

TIN

 

7709342399

Type of activity services

 

OKVED

 

15.98 15.32 74.14

Organizational-legal form/form of ownership

 

 

 

 

Open Joint Stock Company

 

 

 

OKOPF/OKFS

 

 

Unit of measure: thousand rubles

 

 

 

OKEI

 

384/385

Location (address) 16/15, Yauzsky bulvar, room 306, Moscow

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date approved

 

 

 

 

 

 

Date sent (accepted)

 

 

 

ASSETS

 

Item code

 

At start of
reporting year

 

At end of
reporting period

 

1

 

2

 

3

 

4

 

I. NON-CURRENT ASSETS

 

 

 

 

 

 

 

Intangible assets

 

110

 

21,840

 

21,906

 

Fixed assets

 

120

 

20,753

 

19,843

 

Construction in progress

 

130

 

10,668

 

10,254

 

Income-bearing investments in tangible assets

 

135

 

 

 

 

 

Long-term financial investments

 

140

 

10,980,769

 

10,973,774

 

Deferred tax assets

 

145

 

306

 

306

 

Other non-current assets

 

150

 

 

 

 

 

TOTAL for Section I

 

190

 

11,034,336

 

11,026,083

 

II. CURRENT ASSETS

 

 

 

 

 

 

 

Inventories

 

210

 

33,380

 

39,204

 

including:

 

 

 

 

 

 

 

raw materials, consumables, and other material assets

 

211

 

612

 

991

 

livestock in breeding and feeding

 

 

 

 

 

 

 

work in progress (distribution costs)

 

 

 

 

 

 

 

finished products and goods for resale

 

 

 

11

 

47

 

shipped goods

 

 

 

 

 

 

 

deferred expenses

 

 

 

32,757

 

38,166

 

other reserves and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value-added tax on purchased assets

 

220

 

6,029

 

4,237

 

 

 

 

 

 

 

 

 

Accounts receivable (payment expected more than 12 months after reporting date)

 

230

 

 

 

 

 

of which: buyers and customers

 

 

 

 

 

 

 

Accounts receivable (payments expected within 12 months of reporting date)

 

240

 

519,193

 

396,386

 

including:

 

 

 

 

 

 

 

buyers and customers

 

 

 

130,091

 

64,576

 

advances made

 

 

 

268,787

 

259,945

 

other debtors

 

 

 

120,315

 

71,865

 

Short-term financial investments

 

250

 

30,382

 

165,554

 

Cash

 

260

 

641,695

 

627,595

 

Other current assets

 

270

 

 

 

 

 

TOTAL for Section II

 

290

 

1,230,679

 

1,232,976

 

BALANCE

 

300

 

12,265,015

 

12,259,059

 

 

7.3. Consolidated financial statements of the Issue for three latest finished financial years or for each finished financial year.

Not provided in the report for the present quarter.

 

7.4. Information on total export and export share in total sales

Not provided in the report for the present quarter.

 

7.5. Information on material changes in the Issuer’s property after the end of the last complete financial year

In the said period there were no material changes in the Issuer’s property.

 

7.6. Information on any court proceedings the Issuer is involved in, in case such court proceedings may affect the Issuer’s business operations

No such court proceedings were initiated.

 

VIII Additional data on the Issuer and its outstanding securities.

 

8.1. Data on the Issuer’s charter capital.

 

8.1.1                     Information on the amount, the structure of the authorized stock (share fund) of the issuer

 

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%

 

Part of the Issuer’s stock circulates outside the Russian Federation by force of circulation in accordance with the foreign right of foreign issuers’ securities, which confirm rights in relation to the said stock of the Issuer.

 

Category (type) of stock circulating outside the Russian Federation – common stock, registered, non-documentary;

Share of stock circulating outside the Russian Federation in the total stock of the said category:

32,70%

 

136



 

LIABILITIES

 

Line code

 

At start of
reporting year

 

At end of
reporting period

 

1

 

2

 

3

 

4

 

III. CAPITAL AND RESERVES

 

 

 

 

 

 

 

Charter capital

 

410

 

880,000

 

880,000

 

Own shares redeemed from shareholders

 

411

 

 

 

 

 

Capital surplus

 

420

 

4,958,622

 

4,958,622

 

Reserve capital

 

430

 

12,621

 

12,621

 

including:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

statutory reserves

 

431

 

 

 

 

 

reserves formed in accordance with organizational documents

 

432

 

12,621

 

12,621

 

Retained earnings (uncovered losses)

 

470

 

333,153

 

338,987

 

TOTAL for Section III

 

490

 

6,184,396

 

6,190,230

 

IV. LONG-TERM LIABILITIES

 

 

 

 

 

 

 

Loans and credits

 

510

 

5,918,175

 

5,772,795

 

Deferred tax liabilities

 

515

 

525

 

536

 

Other long-term liabilities

 

520

 

 

 

 

 

TOTAL for Section IV

 

590

 

5,918,700

 

5,773,331

 

V. SHORT-TERM LIABILITIES

 

 

 

 

 

 

 

Loans and credits

 

610

 

80,421

 

216,214

 

Accounts payable

 

620

 

81,498

 

76,166

 

including:

 

 

 

 

 

 

 

suppliers and contractors

 

621

 

39,319

 

24,177

 

amounts owed to organization’s employees

 

622

 

15,356

 

22,823

 

 

 

 

 

 

 

 

 

amounts owed to state extrabudgetary funds

 

623

 

673

 

3,655

 

amounts owed in respect of taxes and levies

 

624

 

25,943

 

15,657

 

other creditors

 

625

 

207

 

9,854

 

 

 

 

 

 

 

 

 

Income payable to participants (founders)

 

630

 

 

 

 

 

Unearned revenues

 

640

 

 

 

 

 

Provisions for expenses

 

650

 

 

 

3,118

 

Other short-term liabilities

 

660

 

 

 

 

 

TOTAL for Section V

 

690

 

161,919

 

295,498

 

BALANCE

 

700

 

12,265,015

 

12,259,059

 

 

 

 

 

 

 

 

 

Statement of assets on off-balance accounts

 

 

 

 

 

 

 

Rented fixed assets

 

910

 

279,733

 

280,270

 

including leased assets

 

911

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuables in custody

 

920

 

 

 

 

 

Consigned goods

 

930

 

 

 

 

 

 

 

 

 

 

 

 

 

Bad debts written off as losses

 

940

 

 

 

 

 

Security received for liabilities and payments

 

950

 

0

 

 

 

Security given for obligations and payments

 

960

 

945,816

 

795,883

 

Housing depreciation

 

970

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation of amenities and similar facilities

 

980

 

 

 

 

 

Intangible assets received for use

 

990

 

 

 

 

 

 

Chief Executive Officer

 

 

 

V. V. Preobrazhensky

 

Chief Accountant

 

 

 

V. V. Khaminov

 

 

 

(signature)

 

 

 

 

 

(signature)

 

(name)

 

 

 

 

 

 

 

 

 

 

 

 

 

April 2004

 

 

 

 

 

 

 

 

 

 

 

 

2



 

INCOME STATEMENT

for 1st quarter 2004

 

 

 

CODES

OKUD Form No. 2

 

0710002

Date (year, month, day)

 

 

Organization Wimm-Bill-Dann Foods OJSC

 

OKPO

 

57024227

Taxpayer identification number

 

 

 

TIN

 

7709342399

Type of activity services

 

OKVED

 

15.98 15.32 74.14

Organizational-legal form/form of ownership

 

 

 

 

Open Joint Stock Company

 

 

 

OKOPF/OKFS

 

47

34

Unit of measure: thousand rubles

 

 

 

OKEI

 

384/385

 

Item

 

For reporting period

 

For same period of
preceding year

 

Name

 

Code

1

 

2

 

3

 

4

 

Income and expenses for usual activities

 

 

 

 

 

 

 

Revenue (net) from sale of goods, products, work, services (less VAT, excises, and similar obligatory payments)

 

010

 

100,583

 

66,912

 

Cost price of goods, products, work, and services sold

 

020

 

(2,118

)

(1,680

)

Gross profit

 

029

 

98,465

 

65,232

 

Commercial expenses

 

030

 

0

 

(3,972

)

Administrative expenses

 

040

 

(150,083

)

(55,291

)

Profit (loss) from sales

 

050

 

(51,618)

 

5,968

 

Other income and expenses

 

 

 

 

 

 

 

Interest receivable

 

060

 

203,058

 

84,940

 

Interest payable

 

070

 

(135,643

)

(614

)

Income from participation in other organizations

 

080

 

 

 

 

 

Other operating income

 

090

 

1,188

 

474,665

 

Other operating expenses

 

100

 

(1,572

)

(489,688

)

Non-operating income

 

120

 

151,278

 

32,161

 

Non-operating expenses

 

130

 

(154,025

)

(13,706

)

Profit (loss) before taxes

 

140

 

12,666

 

93,726

 

Deferred tax assets

 

141

 

0

 

 

 

Deferred tax liabilities

 

142

 

(11

)

 

 

Current tax on profits

 

150

 

(6,821

)

(24,805

)

 

 

180

 

 

 

 

 

Net profit (loss) for the reporting period

 

190

 

5,834

 

68,921

 

FOR REFERENCE

 

 

 

 

 

 

 

Standing tax liabilities (assets)

 

200

 

 

 

 

 

Gross profit (loss) per share

 

210

 

 

 

 

 

Diluted profit (loss) per share

 

220

 

 

 

 

 

 

INDIVIDUAL PROFIT AND LOSS ITEMS

 

Item

 

For reporting period

 

For same period of preceding year

 

name

 

code

 

profit

 

loss

 

profit

 

loss

 

1

 

2

 

3

 

4

 

5

 

6

 

Fines, penalties, and charges acknowledged by payer or payable pursuant to a court decision or arbitral award

 

310

 

 

 

156

 

 

 

 

 

Profit (loss) of previous years

 

320

 

 

 

2716

 

 

 

75

 

Compensation of losses caused by nonperformance or improper performance of obligations

 

330

 

 

 

 

 

 

 

 

 

Exchange-rate differences in foreign exchange operations

 

340

 

150,213

 

11,924

 

110,731

 

10,774

 

Allocations for allowances

 

350

 

X

 

 

 

X

 

 

 

Receivables and payables written off upon expiration of limitations period

 

360

 

 

 

 

 

 

 

 

 

 

Chief Executive Officer

 

 

 

V. V. Preobrazhensky

 

Chief Accountant

 

 

 

V. V. Khaminov

 

 

 

(signature)

 

 

 

 

 

(signature)

 

(name)

 

 

 

 

 

 

 

 

 

 

 

 

 

April  2004

 

 

 

 

 

 

 

 

 

 

 

 

2



 

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/ Vladimir V. Preobrajensky

 

 

Name:

Vladimir V. Preobrajensky

 

Title:

Chief Financial Officer

 

 

Wimm-Bill-Dann Foods OJSC

 

 

 

 

Date:     July 12, 2004

 

 

173