Edgar Filing: WIMM BILL DANN FOODS OJSC

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FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

May 05, 2011

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

Commission file number: 1-31232

WIMM-BILL-DANN FOODS OJSC

(Exact name of Registrant as specified in its charter)

Russian Federation

(Jurisdiction of incorporation or organization)

16, Yauzsky Boulevard

Moscow 109028

Russian Federation

(Address of principal executive offices)

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

Form 20-F x Form 40-F o

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

Yes o No x

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QUARTERLY REPORT

OJSC Wimm-Bill-Dann Foods

The Issuer’s code: 06005-A

For Q1 2011

Issuer’s location: 16/15 Yauzskiy bulvar, of. 306, Moscow 109028, Russia

Information contained herein is required to be disclosed according to the Russian Federation law on securities

Attorney-in-Fact (POA No. 24/03-BRV of 24.03.2010)

Date: April 25, 2011	/s/ R.V. Bolotovskiy
	signature

Chief Accountant

Date: April 25, 2011	/s/ E.V. Morozova
	signature

Contact person: Alexandr Alexandrovich Orlov, leading legal counsel

Phone: (495) 925-5805

Fax: (495) 733-9736

E-mail address: orlovaa@wbd.ru

Web page (pages) disclosing the information, contained in this quarterly report: www.wbd.ru

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Contents

I. Brief information on the Issuer’s Governing Bodies, on the Issuer’s Bank Accounts, Auditor, Appraiser and Financial Advisor, as well as other Signatories of the Quarterly Report
1.1. The Issuer’s management bodies members
1.2. The Issuer’s bank accounts
1.3. The Issuer’s Auditor (Auditors)
1.4. The Issuer’s Appraiser (Appraisers)
1.5. The Issuer’s Financial Advisors
1.6. Other signatories of the Quarterly Report
II. General information on the Issuer’s financial and economic performance
2.1. The Issuer’s financial and economic activity indicators
2.2. Market capitalization of the Issuer
2.3. The Issuer’s liabilities
2.3.1. Creditor indebtedness
2.3.2. The Issuer’s credit history
2.3.3. Issuer liabilities for collateral pledged to third parties
2.3.4. Other liabilities of the Issuer
2.4. Primary purposes of issue and intended use of funds raised from the securities replacement
2.5. Risks related to acquisition of offered issuable securities
III. Detailed information on the Issuer
3.1. The Issuer’s creation history and development
3.1.1. The Issuer’s company name
3.1.2. Information on the Issuer’s state registration
3.1.3. The Issuer establishment and development history
3.1.4. Contact details
3.1.5. Taxpayer’s identification number
3.1.6. The Issuer’s divisions and representative offices
3.2. The Issuer’s main business activity
3.2.1. Industry classification of the Issuer
3.2.2. The Issuer’s main economic operations
3.2.3. The Issuer’s materials, goods (raw materials) and suppliers
3.2.4. The Issuer’s goods (works, services) sales markets
3.2.5. Information on the Issuer’s licenses
3.2.6. The Issuer’s joint activities
3.3. The Issuer’s outline for the future activities
3.4. The Issuer’s participation in industrial, bank and financial groups, holdings, concerns and associations
3.5. The Issuer’s subsidiary and dependent companies
3.6. Composition, structure and value of the Issuer’s fixed assets, information about plans for purchase, replacement, retirement of fixed assets, as well as on all facts of encumbrance of the Issuer’s fixed assets
3.6.1. Fixed assets
IV. Information of the Issuer’s financial and economic operations
4.1. Results of the Issuer’s financial and economic operations
4.1.1. Profit and losses
4.1.2. Factors which had impact on the change of amount of the earnings obtained from the Issuer’s selling of goods, products, works, services, as well as on the Issuer’s profit (loss) obtained from main operations
4.2. The Issuer’s liquidity, sufficiency of capital and current assets

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4.3. Amount and structure of the Issuer’s capital and current assets
4.3.1. Amount and structure of the Issuer’s capital and current assets
4.3.2. The Issuer’s financial investments
4.3.3. The Issuer’s intangible assets
4.4. Information on the Issuer’s policy and expenditures in the field of the scientific and engineering development, in relation to licenses and patents, new developments and researches
4.5. Analysis of the development tendencies in the field of the issuer’s main operations
V. Detailed information on the persons forming part of the Issuer’s governing bodies, Issuer’s bodies for control over its financial and economic operations, and brief data on the Issuer’s employees (staff)
5.1. Information on the structure and competence of the Issuer’s governing bodies
5.2. The Issuer’s governing bodies
5.2.1. The Issuer’s Board of Directors (Supervisory Board)
5.2.2. The Issuer’s sole executive body
5.2.3. The Issuer’s collective executive body
5.3. Information on the size of remuneration, benefits and/or compensation of expenses with regard to each of the Issuer’s governing body
5.4. Information on the structure and competence of the bodies controlling the Issuer’s financial and economic operations
5.5. The Issuer’s financial and economic operations control bodies
5.6. Information on remuneration, benefits and/or compensation of expenses for the Issuer’s financial and business operations control body
5.7. Numbers and general information on educational background and lineup of the Issuer’s staff (employees), as well as on change in number of issuer’s staff (employees)
5.8. Information on any Issuer’s liabilities to its staff (employees) which concern a possibility of their participation in the authorized (joint-stock) capital (share fund) of the Issuer
VI. Information on the Issuer’s members (shareholders) and the Issuer’s interested party transactions
6.1-6.2. Shareholders
6.1. Information on the total number of the Issuer’s shareholders (members)
6.2. Information on the Issuer’s members (shareholders) holding at least 5 percent equity stake in the Issuer’s authorized (joint-stock) capital (share fund) or at least 5 percent of its ordinary shares; information on such entities’ members (shareholders) holding at least 20 percent equity stake in their authorized (joint-stock) capital (share fund) or at least 20 percent of their ordinary shares
6.3. Information on the government or municipality’s equity stake in the Issuer’s authorized (joint-stock) capital (share fund), availability of special right (“golden share”)
6.4. Information on restrictions for participation in the Issuer’s authorized (joint-stock) capital (share fund)
6.5. Information on changes in the body and the amount of participation of the Issuer’s shareholders (members) holding at least 5 percent of the Issuer’s authorized (joint-stock) capital (share fund) or at least 5 percent of the Issuer’s ordinary shares
6.6. The Issuer’s interested party transactions
6.7. Accounts receivable
VII. The Issuer’s accounting reports and other financial information
7.1. The Issuer’s yearly accounting reports
7.2. The Issuer’s quarterly accounting reports for the last completed accounting quarter
7.3. The Issuer’s consolidated accounting reports for the last completed financial year
7.4. Information on the Issuer’s accounting policy
7.5. Information on the total amount of exports, as well as on the share of exports in total sales

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7.6. Information on the Issuer’s real estate value as well as on essential changes in the Issuer’s property after the end date of the last completed financial year
7.7. Information on the Issuer’s participation in court proceedings if such participation may significantly affect the Issuer’s financial and economic operations
VIII. Additional information on the Issuer and the issuable securities placed by him
8.1. Additional information on the Issuer
8.1.1. Information on the size and structure of the Issuer’s authorized (joint-stock) capital (share fund)
8.1.2. Information on changes in size of the Issuer’s authorized (joint-stock) capital (share fund)
8.1.3. Information on allocation and usage of a reserve fund and other Issuer’s funds
8.1.4. Information on the procedure for calling and holding the meeting (session) of the Issuer’s highest governing body
8.1.5. Information on commercial organizations in which the Issuer owns at least 5 percent in the authorized (joint-stock) capital (share fund) or at least 5 percent of its ordinary shares
8.1.6. Issuer’s sufficient transactions
8.1.7. Information on the Issuer’s credit ratings
8.2. Information on each class (category) of Issuer’s shares
8.3. Information on previous issues of the Issuer’s issuable securities other than stocks
8.3.1. Information on issues which securities are all redeemed (annulled)
8.3.2. Information on outstanding issues
8.3.3. Information on issues of securities under which obligations of the issuer are not performed (default)
8.4. Information on the entity(s) that provided surety for bond issue
8.5. Conditions of surety for enforcement of obligations on the bonds issue
8.5.1. Conditions of enforcement of obligations on mortgage-backed bonds
8.6. Information on organizations, registering the rights to the issue securities of the Issuer
8.7. Information on the laws that govern the export and import of capital, which may affect the payment of dividends, interest and other payments to non-residents
8.8. Description of the procedure for taxation of yield on the Issuer’s placed and being placed issuable securities
8.9. Information on declared (accrued) and paid dividends on shares of the issuer and the issuer’s incomes on the bonds
8.9.1. Information on declared (accrued) and paid dividends on shares of the issuer over the last 5 completed financial years or for each completed financial year, if the issuer has been carrying out its activities less than 5 years
8.9.2. Bond issues, for which the income has been paid over the last 5 completed financial years preceding the date of completion of the last reporting quarter, and if the issuer carries out its activity for less than 5 years - for each complete financial year preceding the date completion of the last reported quarter.
8.10. Other information
8.11. Information on provided securities and the issuer of the provided securities, title of ownership to which shall be certified by Russian depositary receipts

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Introduction

Basis of the Issuer’s obligation to disclose information in the form of the quarterly report

The Securities Prospectus registration procedure was carried regarding the Issuer’s securities.

State registration of the Issuer’s securities emission (additional emission) was accompanied by registration of the securities emission prospectus, thus distribution of such securities was carried out by way of open subscription or by way of closed subscription among other individuals which number exceeded 500.

The Issuer’s stock obligations were made eligible (listed) for stock exchange circulation

This quarterly report contains the Issuer’s authorized governing bodies estimations and forecasts concerning future events and/or actions, development prospects for the Issuer’s operating activities segment, as well as the Issuer’s operating results, including the Issuer’s plans, probability of certain events and certain actions. Investors should not totally rely in their judgments upon the Issuer’s authorized governing bodies estimations and forecasts since the Issuer’s actual operating results in the future may vary from those forecasted results due to many reasons. The purchase of the Issuer’s securities incurs risks described in this quarterly report.

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I. Brief information on the Issuer’s Governing Bodies, on the Issuer’s Bank Accounts, Auditor, Appraiser and Financial Advisor, as well as other Signatories of the Quarterly Report

1.1. The Issuer’s governing bodies members

The Issuer’s Board of Directors members:

Full name		Year of Birth
Mikhail Vladimirovich Dubinin * (see ref 5.2.1)		1969
Aleksandr Sergeevich Orlov * (see ref 5.2.1)		1948
Sergey Arkadyevich Plastinin (chairman) * (see ref 5.2.1)		1968
David Yakobashvili * (see ref 5.2.1)		1957
Gavril Abramovich Yushvaev * (see ref 5.2.1)		1957
Igor Vladimirovich Kostikov * (see ref 5.2.1)		1958
Evgeniy Grigoryevich Yasin * (see ref 5.2.1)		1934
Gui de Selieur * (see ref 5.2.1)		1952
Michael O’Neill * (see ref 5.2.1)		1945
Marcus J. Rhodes		1961
Linwood Tipton * (see ref 5.2.1)		1934

The Issuer’s sole executive body:

Full name		Year of Birth
Tony Denis Maher		1956

The Issuer’s collective executive body members:

Full name		Year of Birth
Tony Denis Maher		1956
Dmitriy Vladimirovich Ivanov		1967
Marina Gennadyevna Kagan		1968
Gennadiy Konstantinovich Kraynov		1951
Gary Sobel		1967
Silviu Popovici		1968
Oleg Egorovich Kuzmin		1969

1.2. The Issuer’s bank accounts

Credit company

Full company name: Closed Joint-Stock Company KB CITIBANK

Abbreviated company name: CJSC KB CITIBANK

Location: 8-10 ul. Gasheka, Moscow 125047

TIN: 7710401987

BIC: 044252202

Account number: 40702810100700883027

Correspondent account: 30101810300000000202

Account type: settlement

Credit company

Full company name: Open Joint-Stock Company MDM-BANK

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Abbreviated company name: OJSC MDM-BANK

Location: 3 ul. Sadovnicheskaya, Moscow 113035

TIN: 7706074960

BIC: 044525466

Account number: 40702810400070027130

Correspondent account: 30101810900000000466

Account type: settlement

Credit company

Full company name: Open Joint-Stock Company ALFA-BANK

Abbreviated company name: OJSC ALFA -BANK

Location: 1 ul. Mytnaya, bld. 1, Moscow 117049

TIN: 7728168971

BIC: 044525593

Account number: 40702810201500000016

Correspondent account: 30101810200000000593

Account type: settlement

Credit company

Full company name: Open Joint-Stock Company SBERBANK OF RUSSIA

Abbreviated company name: OJSC SBERBANK OF RUSSIA

Location: 19 ul. Vavilova, Moscow 117997

TIN: 7707083893

BIC: 044525225

Account number: 40702810938000110483

Correspondent account: 30101810400000000225

Account type: settlement

Credit company

Full company name: Open Joint-Stock Company SBERBANK OF RUSSIA

Abbreviated company name: OJSC SBERBANK OF RUSSIA

Location: 19 ul. Vavilova, Moscow 117997

TIN: 7707083893

BIC: 044525225

Account number: 40702810638360104497

Correspondent account: 30101810400000000225

Account type: settlement

Credit company

Full company name: Open Joint-Stock Company SBERBANK OF RUSSIA

Abbreviated company name: OJSC SBERBANK OF RUSSIA

Location: 19 ul. Vavilova, Moscow 117997

TIN: 7707083893

BIC: 044525225

Account number: 40702810038040113829

Correspondent account: 30101810400000000225

Account type: settlement

Credit company

Full company name: Open Joint-Stock Company SBERBANK OF RUSSIA

Abbreviated company name: OJSC SBERBANK OF RUSSIA

Location: 19 ul. Vavilova, Moscow 117997

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TIN: 7707083893

BIC: 044525225

Account number: 40702810338360108023

Correspondent account: 30101810400000000225

Account type: settlement

Credit company

Full company name: Closed Joint-Stock Company BANK SOCIETE GENERAL VOSTOK

Abbreviated company name: CJSC BANK SOCIETE GENERAL VOSTOK

Location: 2 Yakimanskaya nab., Moscow 119180

TIN: 7703023935

BIC: 044525957

Account number: 40702810700001171101

Correspondent account: 30101810600000000957

Account type: settlement

Credit company

Full company name: Closed Joint-Stock Company UniCreditBank

Abbreviated company name: CJSC UniCreditBank

Location: 9 Prechistenskaya nab., of. 258, Moscow 119034

TIN: 7710030411

BIC: 044525545

Account number: 40702810400010544422

Correspondent account: 3010181030000000545

Account type: settlement

Credit company

Full company name: Closed Joint-Stock Company Raiffeisenbank

Abbreviated company name: CJSC Raiffeisenbank

Location: 17/1 ul. Troitskaya, Moscow 129090

TIN: 7744000302

BIC: 044525700

Account number: 40702 810 4 00001401 757

Correspondent account: 30101810200000000700

Account type: settlement

Credit company

Full company name: Closed Joint-Stock Company KB CITIBANK

Abbreviated company name: CJSC KB CITIBANK

Location: 8-10 ul. Gasheka, Moscow 125047

TIN: 7710401987

BIC: 044252202

Account number: 40702840900700883019

Correspondent account:

Account type: current foreign currency

Credit company

Full company name: Closed Joint-Stock Company KB CITIBANK

Abbreviated company name: CJSC KB CITIBANK

Location: 8-10 ul. Gasheka, Moscow 125047

TIN: 7710401987

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BIC: 044252202

Account number: 40702840900700883035

Correspondent account:

Account type: transit foreign currency

Credit company

Full company name: Closed Joint-Stock Company ING Bank (Eurasia)

Abbreviated company name: CJSC ING Bank (Eurasia)

Location: 36 ul. Krasnobogatyrskaya, Moscow 127473

TIN: 7744001810

BIC: 044525957

Account number: 40702840000091002012

Correspondent account:

Account type: transit foreign currency

Credit company

Full company name: Closed Joint-Stock Company ING Bank (Eurasia)

Abbreviated company name: CJSC ING Bank (Eurasia)

Location: 36 ul. Krasnobogatyrskaya, Moscow 127473

TIN: 7744001810

BIC: 044525957

Account number: 40702840100001002012

Correspondent account:

Account type: current foreign currency

Credit company

Full company name: Open Joint-Stock Company SBERBANK OF RUSSIA

Abbreviated company name: OJSC SBERBANK OF RUSSIA

Location: 19 ul. Vavilova, Moscow 117997

TIN: 7707083893

BIC: 044525225

Account number: 40702840538360208023

Correspondent account:

Account type: transit foreign currency

Credit company

Full company name: Closed Joint-Stock Company Raiffeisenbank

Abbreviated company name: CJSC Raiffeisenbank

Location: 17/1 ul. Troitskaya 17/1, Moscow 129090

TIN: 7744000302

BIC: 044525700

Account number: 40702978600002401757

Correspondent account:

Account type: current foreign currency

Credit company

Full company name: Closed Joint-Stock Company Raiffeisenbank

Abbreviated company name: CJSC Raiffeisenbank

Location: 17/1 ul. Troitskaya 17/1, Moscow 129090

TIN: 7744000302

BIC: 044525700

Account number: 40702978300001401757

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Correspondent account:

Account type: current foreign currency

Credit company

Full company name: Closed Joint-Stock Company Raiffeisenbank

Abbreviated company name: CJSC Raiffeisenbank

Location: 17/1 ul. Troitskaya 17/1, Moscow 129090

TIN: 7744000302

BIC: 044525700

Account number: 40702840700001401757

Correspondent account:

Account type: current foreign currency

Credit company

Full company name: Closed Joint-Stock Company Raiffeisenbank

Abbreviated company name: CJSC Raiffeisenbank

Location: 17/1 ul. Troitskaya 17/1, Moscow 129090

TIN: 7744000302

BIC: 044525700

Account number: 40702840400000401757

Correspondent account:

Account type: transit foreign currency

Credit company

Full company name: Closed Joint-Stock Company Raiffeisenbank

Abbreviated company name: CJSC Raiffeisenbank

Location: 17/1 ul. Troitskaya 17/1, Moscow 129090

TIN: 7744000302

BIC: 044525700

Account number: 40702840000002401757

Correspondent account:

Account type: current foreign currency

Credit company

Full company name: Open Joint-Stock Company MDM-BANK

Abbreviated company name: OJSC MDM-BANK

Location: 3 ul. Sadovnicheskaya, Moscow 113035

TIN: 7706074960

BIC: 044525466

Account number: 40702840400150027130

Correspondent account: 30101810900000000466

Account type: current foreign currency

Credit company

Full company name: Open Joint-Stock Company MDM-BANK

Abbreviated company name: OJSC MDM-BANK

Location: 3 ul. Sadovnicheskaya, Moscow 113035

TIN: 7706074960

BIC: 044525466

Account number: 40702840700151027130

Correspondent account: 30101810900000000466

Account type: transit foreign currency

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Credit company

Full company name: Open Joint-Stock Company SBERBANK OF RUSSIA

Abbreviated company name: OJSC SBERBANK OF RUSSIA

Location: 19 ul. Vavilova, Moscow 117997

TIN: 7707083893

BIC: 044525225

Account number: 40702840138000210483

Correspondent account:

Account type: transit foreign currency

Credit company

Full company name: Open Joint-Stock Company SBERBANK OF RUSSIA

Abbreviated company name: OJSC SBERBANK OF RUSSIA

Location: 19 ul. Vavilova, Moscow 117997

TIN: 7707083893

BIC: 044525225

Account number: 40702840538360208023

Correspondent account:

Account type: transit foreign currency

Credit company

Full company name: Open Joint-Stock Company SBERBANK OF RUSSIA

Abbreviated company name: OJSC SBERBANK OF RUSSIA

Location: 19 ul. Vavilova, Moscow 117997

TIN: 7707083893

BIC: 044525225

Account number: 40702978138360208023

Correspondent account:

Account type: transit foreign currency

Credit company

Full company name: Open Joint-Stock Company SBERBANK OF RUSSIA

Abbreviated company name: OJSC SBERBANK OF RUSSIA

Location: 19 ul. Vavilova, Moscow 117997

TIN: 7707083893

BIC: 044525225

Account number: 40702978138360208023

Correspondent account:

Account type: current foreign currency

Credit company

Full company name: Open Joint-Stock Company SBERBANK OF RUSSIA

Abbreviated company name: OJSC SBERBANK OF RUSSIA

Location: 19 ul. Vavilova, Moscow 117997

TIN: 7707083893

BIC: 044525225

Account number: 40702978238360108023

Correspondent account:

Account type: current foreign currency

Credit company

Full company name: Open Joint-Stock Company AKB Rosbank

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Abbreviated company name: OJSC AKB Rosbank

Location: 11 ul. Mashy Poryvaevoy, Moscow 107078

TIN: 7730060164

BIC: 044552272

Account number: 40702840700000012592

Correspondent account: 30101810200000000272

Account type: current foreign currency

Credit company

Full company name: Open Joint-Stock Company AKB Rosbank

Abbreviated company name: OJSC AKB Rosbank

Location: 11 ul. Mashy Poryvaevoy, Moscow 107078

TIN: 7730060164

BIC: 044552272

Account number: 40702840600003012592

Correspondent account: 30101810200000000272

Account type: transit foreign currency

Credit company

Full company name: Closed Joint-Stock Company Raiffeisenbank

Abbreviated company name: CJSC Raiffeisenbank

Location: 17/1 ul. Troitskaya, Moscow 129090

TIN: 7744000302

BIC: 044525700

Account number: 40702840300003401757

Correspondent account:

Account type: transit foreign currency

Credit company

Full company name: Closed Joint-Stock Company Raiffeisenbank

Abbreviated company name: CJSC Raiffeisenbank

Location: 17/1 ul. Troitskaya, Moscow 129090

TIN: 7744000302

BIC: 044525700

Account number: 40702978000000401757

Correspondent account:

Account type: transit foreign currency

Credit company

Full company name: Closed Joint-Stock Company Raiffeisenbank

Abbreviated company name: CJSC Raiffeisenbank

Location: 17/1 ul. Troitskaya, Moscow 129090

TIN: 7744000302

BIC: 044525700

Account number: 40702978900003401757

Correspondent account:

Account type: transit foreign currency

Credit company

Full company name: Closed Joint-Stock Company KB CITIBANK

Abbreviated company name: CJSC KB CITIBANK

Location: 8-10 ul. Gasheka, Moscow 125047

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TIN: 7710401987

BIC: 044252202

Account number: 40702978500700883051

Correspondent account:

Account type: current foreign currency

Credit company

Full company name: Closed Joint-Stock Company KB CITIBANK

Abbreviated company name: CJSC KB CITIBANK

Location: 8-10 ul. Gasheka, Moscow 125047

TIN: 7710401987

BIC: 044252202

Account number: 40702978800700883078

Correspondent account:

Account type: transit foreign currency

Credit company

Full company name: Open Joint-Stock Company SBERBANK OF RUSSIA

Abbreviated company name: OJSC SBERBANK OF RUSSIA

Location: 19 ul. Vavilova, Moscow 117997

TIN: 7707083893

BIC: 044525225

Account number: 40702840638360108023

Correspondent account:

Account type: current foreign currency

Credit company

Full company name: Closed Joint-Stock Company Bank Trojka Dialog

Abbreviated company name: CJSC Bank Trojka Dialog

Location: 4 Romanov per., Moscow 125009

TIN: 7744002959

BIC: 044525320

Account number: 40702840200000100199

Correspondent account:

Account type: transit foreign currency

Credit company

Full company name: Closed Joint-Stock Company Bank Trojka Dialog

Abbreviated company name: CJSC Bank Trojka Dialog

Location: 4 Romanov per., Moscow 125009

TIN: 7744002959

BIC: 044525320

Account number: 40702840300000000199

Correspondent account:

Account type: current foreign currency

Credit company

Full company name: Closed Joint-Stock Company THE ROYAL BANK OF SCOTLAND

Abbreviated company name: CJSC THE ROYAL BANK OF SCOTLAND

Location: 17 ul. Bolshaya Nikitskaya, bld. 1, Moscow 125009

TIN: 7703120329

BIC: 044525217

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Account number: 40702810700006003125

Correspondent account: 30101810900000000217

Account type: settlement

1.3. The Issuer’s Auditor (Auditors)

The Auditor (Auditors) performing independent check of the Issuer’s accounts and financial (accounting) statements on the basis of the contract concluded with it, as well as the Auditor (Auditors) approved (selected) to audit the Issuer’s annual financial (accounting) statements following the results of the current or completed financial year:

Full company name: Limited Liability Company Ernst & Young

Abbreviated company name: LLC Ernst & Young

Location: 77 Sadovnicheskaya nab., bld. 1, Moscow 115035

TIN: 7709383532

PSRN: 1027739707203

Phone: (495) 755-9700

Fax: (495) 755-9701

E-mail address: moscow@ru.ey.com

Audit license information:

Name of body which issued license: Ministry of Finance of the Russian Federation

Number: E 002138

Issue date: 30.09.2002

Expiration date: 30.09.2012

Information on the Auditor’s membership in self-regulatory organizations of Auditors:

Full name: Non-profit Partnership “Audit Chamber of Russia” (NP ACR)

Location: 3/9 3rd Syromyatnicheskiy per., Moscow 105120, Russia

Additional information:

Non-profit Partnership “Audit Chamber of Russia” was established at the General Meeting on June 20, 2000 and incorporated as the legal entity by the Moscow Registration Chamber decision No. 002.013.776 of September 15, 2000.

Information on the Auditor’s membership in panels, associations or other professional partnerships (organizations):

Ernst & Young LLC is a member of the Non-profit Partnership “Institute of Professional Accountants and Auditors of Russia” (NP IPA&A of Russia).

Financial year (years) in which the Auditor carried out an independent audit of the Issuer’s accounts and financial (accounting) statements:

Year

2005

2006

2007

2008

2010

Factors that can affect the Auditor’s independency of the Issuer including the information on existing substantial self-interest of the Auditor (officers of the Auditor) in the activities of the Issuer (officials of the

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Issuer):

Factors that can affect the Auditor’s independency of the Issuer as well as substantial self-interest of the Auditor (officers of the Auditor) in the activities of the Issuer (officials of the Issuer) do not exist.

The Issuer’s Auditor selection procedure:

Existence of the Auditor selection tendering procedure and its general conditions:

Auditor selection tendering procedure is not provided for in the Articles of association and other internal documents of the Issuer, as well as in the legislation of the Russian Federation with regard to the Issuer. The Auditor selection tendering procedure has not been carried out.

The procedure for nominating the Auditor for appointment by the shareholders (members) meeting including the governing body authorized to make the corresponding decision:

According to the Federal Law On Joint-Stock Companies dated 24.12.1995 No. 208-Ф3 and the WBD Foods OJSC Articles of association requirements, the Auditor is approved by the general shareholders meeting; the Auditor candidate is nominated by the Board of Directors after its approval by the Board of Directors Audit Committee and the Internal Audit Service.

Information on the works performed by the Auditor under the special audit engagements is indicated:

No such works.

Information on the procedure for determination of the Auditor’s fee and the actual amount of fee paid by the Issuer to the Auditor for each of five most recent completed financial years in which the Auditor carried out an independent audit of accounting records and financial (accounting) statements of the Issuer:

According to the Issuer’s Articles of association, the amount of reward for the services rendered by the Auditor is established by the Issuer’s Board of Directors and fixed in the contract concluded with the Auditor. Preliminary amount is approved by the Board of Directors Audit Committee and by the Internal Audit Service.

Information on the existence of any deferred and overdue payments for the services rendered by the Auditor:

There are no deferred and overdue payments.

Full company name: Closed Joint-Stock Company SV-Audit

Abbreviated company name: CJSC SV-Audit

Location: 40/12 ul. Nizhnyaya Krasnoselskaya, bld. 20B, Moscow 105066, Russia

TIN: 7710238106

PSRN: 1027739080764

Phone: (495) 771-6565

Fax: (495) 771-6565

E-mail address: sv-audit@sv-audit.ru

Audit license information:

Name of body which issued license: Ministry of Finance of the Russian Federation

Number: E004172

Issue date: 15.05.2003

Expiration date: 15.05.2013

Information on the Auditor’s membership in self-regulatory organizations of Auditors:

The Auditor is not a member of self-regulatory organization of Auditors.

Information on the Auditor’s membership in panels, associations or other professional partnerships

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(organizations):

The Russian Union of Industrialists and Entrepreneurs, the National Federation of Consultants and Auditors, the Russian Society of Appraisers, the Moscow Audit Chamber, the Self Regulating Organization of Arbitration Managers of the Central Federal District, the Moscow Self Regulating Organization of Professional Arbitration Managers, the Self Regulating Organization of Arbitration Managers “RSNE”, the Arbitration Managers Association “Avangard”, the Volga region Self Regulating Organization of Arbitration Managers, the Non-Profit Partnership “Interregional Centre of Experts and Auditors in Housing and Communal Services”, Interregional Association “Energoeffektivnost I Normirovanie” (“Energy Performance and Rating”) (MAEN).

Financial year (years) in which the Auditor carried out an independent audit of the Issuer’s accounts and financial (accounting) statements:

Year

2009

The Issuer’s Auditor selection procedure:

Existence of the Auditor selection tendering procedure and its general conditions:

Due to the absence of regulatory requirements, the existence of the Auditor selection tendering procedure in order to check the Issuer’s financial statements executed in accordance with the Russian accounting standards is not mandatory for the Issuer.

The procedure for nominating the Auditor for appointment by the shareholders (members) meeting including the governing body authorized to make the corresponding decision:

According to the Federal Law On Joint-Stock Companies dated 24.12.1995 No. 208-FZ and the WBD Foods OJSC Articles of association requirements, the Auditor is approved by the general shareholders meeting; the Auditor candidate is nominated by the Board of Directors.

Information on the works performed by the Auditor under the special audit engagements is indicated:

No such works.

Information on the existence of any deferred and overdue payments for the services rendered by the Auditor:

There are no deferred and overdue payments.

1.4. The Issuer’s Appraiser (Appraisers)

The Issuer did not assign Appraisers.

1.5. The Issuer’s Financial Advisors

The Issuer did not assign Financial Advisors.

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1.6. Other signatories of the Quarterly Report

Full name: Yekaterina Viktorovna Morozova

Year of birth: 1968

Information on primary employment:

Company: OJSC WBD FOODS

Position: Chief Accountant

II. General information on the Issuer’s financial and economic performance

2.1. The Issuer’s financial and economic activity indicators

Measuring unit: thousand rubles

Item name	2006	2007	2008	2009	2010	2011, 3 months
Issuer’s net assets value	6 012 644	6 850 026	8 601 832	10 973 031	10 641 336	9 522 393
Debt to equity ratio, %	213.95	230.75	262	158.77	274.62	327.37
Short-term liabilities to equity ratio, %	97.53	186.59	141.28	88.54	28.37	51.87
Debt service payments coverage ratio, %	9.32	7.73	14.51	24.21	24.48	-21.056
Past-due debts ratio, %	0	0	0	0	0	0
Accounts receivable turnover, number of times	5.042	11.22	9.59	3.23	0.35	0.08
Dividend payout ratio, %	0.483	0	0.11	0.53	1.44	0
Labor productivity, thousand rubles / person	12 394.363	11 821.83	12 209.84	15 412.42	39 140.81	20 838.3
Depreciation to earnings ratio, %	0.09	0.18	0.29	0.63	1.71	0.598

2.2. Market capitalization of the Issuer

Market capitalization is calculated by multiplying the number of shares of a certain class (category) with the current market price of a share as disclosed by a securities trade organizer and determined in accordance with the Procedure for Calculation of Market Price of Issue Securities and Mutual Funds Admitted for Trading through Trade Organizers, approved by the Resolution of the Federal Securities Commission of Russia dated 24.12.2003 N 03-52/ps.

Item name		2006		2007		2008		2009		2010		Q1 2011
Market capitalization, rubles		77 102 727 020		141 527 498 112		34 011 926 256		126 846 594 336		177 027 840 000		167 590 984 000

Information on the securities trade organizer that provides data used for the calculation of market capitalization and any other information on public trading of securities described at option of the Issuer:

Trade organizer at the securities market — the New York Stock Exchange (NYSE). The Issuer’s market capitalization calculated (unless otherwise set forth further) as the product of the Issuer’s number of shares, expressed in ADRs, by the price of one share (ADR), and starting from Q4 2009, the price of 4 shares (ADR). The amount in rubles is specified on the basis of the official rate of the Central Bank of the Russian Federation as of the end date of the corresponding period.

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2.3. The Issuer’s liabilities

2.3.1. Creditor indebtedness

Structure of the Issuer’s Creditor indebtedness

For 2010:

Measuring unit: thousand rubles

	Term of payment
Creditor indebtedness name	Up to 1 year	Over 1 year
Creditor indebtedness to suppliers and contractors	1 759 772
including overdue		x
Creditor indebtedness to organization employees	14 568
including overdue		x
Creditor indebtedness to the budget and state non-budgetary funds	182
including overdue		x
Credits	250 587
including overdue		x
Loans, total	26 362 248
including overdue		x
including bonds loans	25 739 712
including overdue bonds loans		x
Other Creditor indebtedness	216 632
including overdue		x
Total	28 603 988
including overdue		x

Upon existence of overdue Creditor indebtedness including on credit contracts or loan contracts, as well as on debt securities (bonds, bills, others) issued by the Issuer, the reasons of non-fulfillment and the consequences are indicated, which have occurred or may occur in future for the Issuer due to non-fulfillment of the stated obligations, including penalties, imposed on the Issuer, and maturity date (supposed date) of overdue Creditor indebtedness settlement:

Creditors having a share of at least 10 per cent of the total amount of Creditor indebtedness: Full company name: Closed Joint-Stock Company Raiffeisenbank

Abbreviated company name: CJSC Raiffeisenbank

Location: 17 ul. Troitskaya, bld. 1, Moscow 129090

Amount of Creditor indebtedness, rubles: 25 739 712 000

The creditor is affiliated to the Issuer: No

For 3 months of 2011:

Measuring unit: thousand rubles

	Term of payment
Creditor indebtedness name	Up to 1 year	Over 1 year
Creditor indebtedness to suppliers and contractors	1 310 557
including overdue		x
Creditor indebtedness to organization employees	13 409
including overdue		x
Creditor indebtedness to the budget and state non-budgetary	821

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funds
including overdue		x
Credits	2 928 589
including overdue		x
Loans, total	26 056 396
including overdue		x
including bonds loans	25 739 712
including overdue bonds loans		x
Other Creditor indebtedness	158 444
including overdue		x
Total	30 468 216
including overdue		x

Creditors having a share of at least 10 per cent of the total amount of Creditor indebtedness:

Full company name: Closed Joint-Stock Company Raiffeisenbank

Abbreviated company name: CJSC Raiffeisenbank

Location: 17 ul. Troitskaya, bld. 1, Moscow 129090

Amount of Creditor indebtedness, rubles: 6,740,451,492

Amount and terms of overdue Creditor indebtedness (interest rate, penalties, fines):

The creditor is affiliated to the Issuer: No

2.3.2. The Issuer’s credit history

This section provides information on the Issuer’s fulfillment of its liabilities occurred during 5 most recent completed financial years, or for each completed financial year in case the Issuer operates less than 5 years, and its liabilities under Credit Facility Agreements and/or Loan Agreements effective at the end date of reporting quarter, the amount of which is 5 percent or more of the Issuer’s assets value as of the date of most recent completed reporting quarter preceding the conclusion of the respective agreement as well as under Credit Facility Agreements and/or Loan Agreements which the Issuer considers as substantial.

If the Issuer issues bonds, the Issuer provides a report on the fulfillment of its obligations for each bond issue with total par value of 5 or more percent of the Issuer’s book value of assets as of the end date of the last completed quarter preceding state registration of the bond placement report; if bond placement is in process or bond placement report is not registered by state for any other reason, such information shall be provided as of the end date of the last completed quarter preceding the state registration of bond issue.

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Liability name	Creditor (lender) name	Principal amount	Currency	Credit (loan) period / Maturity date	Delay in fulfillment of obligations for repayment of principal debt and/or interest due, period of delay, days
Bonded loan	CJSC Raiffeisenbank	3,000,000,000	RUR	2010	0
Bonded loan	CJSC Raiffeisenbank	3,739,712,000	RUR	2013	0

The Issuer’s Creditor indebtedness amount as of 31.03.2011 comprises 84 % - the share of CJSC Raiffeisenbank from the total Creditor indebtedness amount.

2.3.3. Issuer’s liabilities for collateral pledged to third parties

Measuring unit: thousand rubles

Item name	2006	2007	2008	2009	2010	2011, 3 months
Total amount of the Issuer’s liabilities for collateral pledged	275 707	495 024	844 854	807 821	373 979	378 873
including total amount of liabilities of the third parties, for which the Issuer pledged collateral to the third parties, including in the form of loan or guarantee	275 707	495 024	844 854	807 821	373 979	378 873

The Issuer’s liabilities for collateral pledged for the period from the current financial year beginning date and till the reporting quarter end date to the third parties, including in the form of loan or guarantee, which are not less than 5 percent from the Issuer’s assets book value as of the end date of the last completed reporting period, preceding pledging of collateral:

There were no such liabilities in this reporting period.

2.3.4. Other liabilities of the issuer

The Issuer does not have other liabilities not recognized on its balance sheet which can substantially affect its financial standing, liquidity, financing sources and conditions of their use, business performance and expenses.

2.4. Primary purposes of issue and intended use of funds raised from the securities placement

The Issuer did not place its securities through public offering in the reporting quarter.

2.5. Risks related to acquisition of offered issuable securities

The Issuer’s risk management strategy:

The Issuer’s risk management strategy:

The Issuer characterizes the risks and uncertainties which it considers material but these risks can be not the only risks which it could face with. Emergence of additional risks and uncertainties including the risks and uncertainties of which the Issuer is not currently aware or which the Issuer considers immaterial can also result in reduction of the Issuer’s issuable securities value.

Due to the Issuer’s activity specificity, its risks which can result in the issuable securities value reduction are mostly conditioned, expressly or implicitly, by the Issuer-controlled companies’ aggregate risks. The terms “Company”, “WBD Group”, “WBD Companies Group”, “WBD” mean the Issuer both individually and together with the companies controlled by it.

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2.5.1. Sector risks

The risks relating to the Company’s activity which can materially influence the Company’s financial and operational activities are unsubstantial.

The risks relating to litigations in which the Company took part:

Except for those specified in Section 2.5.3, WBD does not participate in any judicial proceedings which results could exert substantial influence over the Company’s activity. According to the management, currently there exist no potential judicial proceedings or claims which can exert material influence over the Company’s activity or its financial standing.

The risks relating to the absence of possibility to extend the Company’s activity license or the license to utilization of circulation- restricted objects (including natural resources):

Unsubstantial since WBD has licenses and protection of its intellectual property for the long term.

Together with that, WBD is exposed to various economic, financial, legal and other risks. The list of the most substantial risks, according to the Company, is provided below:

Economic slowdown can be reflected in a trade turnover of our production and have a material adverse impact on the performance of our strategic tasks relating to the increase of turnover volume of products under the premium segment brand names.

Demand for dairy products and some drinks basically depends on the consumers’ demographic factors and preferences, as well as on the factors relating to priority ranking of consumer expenses, including the general state of economy and the general level of consumers trust. Consumers’ readiness to buy food and drinks of well-known brand names depends partially on the local economic conditions. During the periods of economical instability such as, for example, the recent economic slowdown started in Russia in the end of 2008 consumers are trying to buy less expensive foods and drinks, and if our commercial strategy will be oriented on the increase of turnover of premium products and the products with improved consumer appeals, this would have an adverse impact on the results of our activity. Reduction of demand for our products on any of the core markets can lead to decrease in the goods turnover and our profitability.

Impossibility of the WBD activity geography expansion.

The WBD strategy based, in particular, on the expansion of its presence in various geographical regions depends on the increase of capital investments volume in additional markets, on the capability to determine perspective possibilities of emerging markets and on the capability to manage the operations of acquired and new enterprises. If on the existing markets where WBD has recently acquired or opened new enterprises or on the markets to which WBD is planning to come in future the reduction of activity is observed instead of the forecasted increase, the WBD strategy based on the expansion of its presence in various geographical regions may turn ineffective, and this may have an adverse effect on its business and profitability. Besides, we have manufacturing enterprises in Ukraine Georgia, Kyrgyzstan and Uzbekistan, as well as we carry out business in Kazakhstan, and our strategy is based on the increase of our presence in the CIS countries. Along with Russia, these countries are the countries with transition economies and exposed to more political, economic, social and legal risks than the more developed markets. The development strategy created by us is based on acquisition and establishment of new enterprises, and if we are not able to define essential problems, surpass our competitors or find financial resources for acquisition of enterprises on reasonable terms, this can have an adverse effect on our further development and the results of operation.

Our strategy depends on our reputation as large enterprise for manufacturing and distribution of dairy products, baby food, juice and waters, and, therefore, we can get

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profit from our large-scale operations, satisfy consumer’s demand in the best way and successfully compete with other manufacturers’ products.

Our development can be affected, if we fail to implement our strategy based on the enterprises acquisition howsoever same may be caused — whether by our inability to define and conduct negotiations successfully with specification of corresponding targets, defeat our competitors or finance the procedure of acquisition on reasonable terms, or by any other reason. Very often the development strategy requires additional financing, upon that the level of debt load, which we can bear until the moment of the newly acquired business complete consolidation, shall be limited. Also, the outstanding debt refinancing risks are possible. If the present credit terms available at the market decline, we will not be able to guarantee refinancing or additional financing on favorable conditions that can have an adverse effect on our growth in the future. Besides, acquisitions can affect our business, if we fail to integrate the acquired enterprises effectively or to receive that effect of synergy or economy which we expected.

We cannot guarantee successful integration of our existing or recently acquired enterprises activities into our business. If we fail to integrate our enterprises successfully, this may result in the slowdown of our development, deterioration of our operational indicators, may negatively affect our plans.

Our Company historically grew due to acquisition of enterprises and is in the process of constant integration and re-structuring of the newly acquired enterprises. Also, we can go on with enterprises acquisitions in future. The positive effect from our acquisitions will depend in many respects on successful re-structuring and integration of enterprises. There is a probability that we will not be able to carry out successful integration of these enterprises businesses into the business of our Company. Integration of our s enterprises, including those which can be acquired in future, requires time and efforts from our management which is also responsible for management of existing enterprises. Integration of our enterprises may occur to be complex since our corporate culture can differ from the acquired enterprises culture, as well as due to differences in the style of management, differences in systems and infrastructure, poor quality of management or book-keeping of acquired enterprises. Besides, successful integration of existing or acquired enterprises not necessarily can lead to realization of perceived self-interest. Any difficulties which we can face in the course of transition and integration may have an adverse effect on the results of our operation. Also, we can acquire or establish enterprises in the countries which will be a new operational environment for us and which can be located far from our central office in Moscow. Thus, we will have less possibility to control their activity, and may face more uncertainty concerning operational and financial requirements of these enterprises that can worsen our integration attempts.

If we fail to keep the leading manufacturer’s position in the conditions of intense competition, in particular, concerning purchases of our packaging and raw materials or the effective advertiser position in mass media for which the high inflation rate is relevant, this may affect the results of our operation.

Our activity success in many respects depends on the efficient production costs management. If we are not able to manage our costs level by increasing our productive capacity or decreasing excessive costs relating to acquisition of enterprises, this may affect the results of our operation. In particular, prices increase and shortage of packaging and raw materials may have a material adverse effect on our business. For example, results of our activity depend on the availability and prices for packaging materials — mainly, for cardboard and plastic containers, as well as on the prices for raw materials — mainly, on raw milk and juice concentrates. We have been experiencing significant prices increase for raw milk, sugar and concentrates in 2006, 2007, 2008 and 2010. Although the prices for raw milk and concentrates have already grown greatly in 2010, we expect their further

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rise in 2011 as well. We are in the considerable dependence on one enterprise — the supplier of packaging materials (Tetra Pak), and this may make us more sensitive to supply and demand changes in the world market and to their influence on the cost and availability of these materials. Besides, weather conditions and other factors beyond our control make essential impact on the cost and availability of raw materials used by us. This fact is confirmed by the difficulties with raw materials which emerged before the dairy products manufacturers in Russia in the summer of 2010 due to abnormally hot weather. Some kinds of raw materials used by us, such as juice concentrates and sugar, are the imported products, and the international prices for these kinds of products incur considerable fluctuations. Thus, the futures prices for deliveries of orange juice concentrate circulating at the American stock exchange (ICE) are currently in a constant ascending trend. The international prices for sugar were very close to the record-breaking values, but now we see their slight depreciation. Besides, essential quantity of packaging materials which we buy, as well as other raw materials, for example, juice concentrate, are purchased for euro and/or US dollars that imposes additional currency risks on us since the most part of our income is nominated in rubles.

We may be unable to increase production capacities and produce additional volumes of products relating to the more future-oriented and profitable categories.

The food industry development possibilities are limited to the population growth which recession is observed in Russia at the moment. Our activity success in many respects depends on our possibility to achieve an advance in our products manufacturing growth rates over the manufacturing growth rates of our competitors in the regions of our activity, as well as on the fact whether the decrease in the population size will be leveled by the consumption growth. One of the ways to achieve such position is the increase in our investment portfolio by means of accumulation of production capacities and manufacturing of additional volumes of products relating to the more future-oriented and profitable categories. In the past delays with installation of new industrial equipment took place. They were caused due to difficulties relating to coupling of new and existing equipment and due to non-observance by vendors and other suppliers of the terms of installation and testing of new industrial lines. Ruble devaluation may also prevent us from acquiring new equipment which is often purchased for euro or US dollars. The subsequent delays with installation of new equipment can prevent us from realization of our plans for manufactured products diversification and accumulation of production capacities that in turn may lead to reduction of output volumes and may have a material adverse effect on the results of our operation.

If we fail to solve the problems connected with seasonal changes of a parity between the demand for dairy products and deliveries of raw milk, as well as with the increase in prices for raw milk, this may lead to substantial increase of the production cost and dilution of our profitability. The greatest demand for our dairy products is observed during the winter period when the level of production of the Russian milk falls to its minimum. And, on the contrary, during the summer period the reduction in demand for dairy products is observed in many markets while manufacture of raw milk increases to its maximum level. If we fail to find an effective way to resolve this issue by purchasing raw milk in winter for competitive prices or by using milk powder, this may result in the substantial increase of production cost in winter and to dilution of our profitability. In 2010 we have experienced substantial growth of price for raw milk. The average price for raw milk has increased for us in a ruble equivalent by 14% in 2005, 7% in 2006, 64.8% in 2007, 20% in 2008 and after 12% of decrease in 2009 has grown again in 2010. In the first quarter we oversee the seasonal depreciation of price for raw milk however we cannot guarantee that they will not grow in the future. Deficiency of high-quality milk together with a rise in prices for raw milk may limit our possibility to expand manufacture of value added products.

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Our activity success depends on the possibility to keep the leading manufacturer’s status in a highly competitive branch. In 2010 our basic competitors in the market of dairy products, Danone and Unimilk, declared of their amalgamation. The merger of our basic competitors can impose considerable threat for our leadership in the branch, if we fail to use this transition period of our competitors integration effectively and profitably. In December 2010 our shareholders and the international company PepsiCo declared of the deal according to which our Company would be sold to PepsiCo that will lead to strengthening of our position in the market, as well as to our further development as a division of the global foods and drinks manufacturer.

On December 1, 2010, Pepsi Cola (Bermuda) Limited, a subsidiary of PepsiCo, Inc. a North Carolina corporation, entered into an agreement with certain shareholders and subsidiaries of Wimm-Bill-Dann Foods to acquire ordinary shares, par value 20 Russian rubles per share, American Depositary Shares (ADSs) and Global Depositary Shares (GDSs) representing approximately 66% of the our outstanding shares. Each ADS and each GDS represents one quarter of one ordinary share. The purchases under this agreement at a price of $132 per share ($33 per ADS and GDS) were completed on February 3, 2011. In addition, between December 2, 2010 and January 31, 2011, PepsiCo acquired 19.5 million ADSs in open market purchases at a weighted average price of $32.11 per ADS. As of April 20, 2011 PepsiCo owns 33,872,319 shares, which is approximately 77% of our outstanding shares.

On March 10, 2011, PepsiCo has launched a Mandatory Tender Offer for the outstanding shares and ADSs of the Company after the acquisition of approximately 77% of the Company’s shares, which has resulted in a limitation of our decision making powers. Due to restrictions prescribed by the Federal Law on Joint Stock Companies we are required to approve some of the Company’s actions (such as related party transactions, major deals, etc.) through a general shareholders’ meeting instead of doing so through the Board of Directors which leads to lack of operational efficiency and may adversely affect our business.

Should the Federal Antimonopoly Service recognize us as antitrust legislation infringers, we may be exposed to imposition of substantial fines, state regulation of prices for our products, restriction of our operations or development that may result in the material adverse effect on our financial standing, results of operations and our plans.

In connection with an unexpected and substantial growth of prices for milk and dairy products in 2010, the Federal Antimonopoly Service carried out several inspections of manufacturers, including us, as well as of distributors and retail networks across Russia with the purpose to reveal whether such increase in prices was the result of arrangement between manufacturers and sellers. Despite our conviction in our complete correspondence to all antitrust legislation requirements, there exists a possibility that the Federal Antimonopoly Service and its territorial bodies may decide otherwise.

In 2010, a regional division of FAS undertook inspections of our operations in Novosibirsk, Omsk and Ufa in connection with the substantial change in raw milk price and finished product price. In Novosibirsk and Omsk, FAS’ procedures resulted in immaterial fines against us. In February 2011, we appealed relevant FAS decision with the Appellation court of Novosibirsk region which is now pending and successfully challenged FAS decision with Arbitrary court of Omsk region. In Omsk we are now waiting for expiry of the appellation term. Further to its proceedings in Ufa, FAS held us in breach of the antimonopoly legislation, but did not apply any sanctions. In order to contest this decision we filed a suit with Arbitration court of the republic Bashkortostan. Preliminary hearing is appointed for April 4, 2011.

In July 2009 the Federal Antimonopoly Service brought an action against the Company and our competitors with regard to the intended reduction of prices for the purchased raw milk. Currently the specified case is suspended due to necessity of carrying out of the corresponding examination.

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Any recognition of our business breaking the antitrust legislation may form the basis for imposing on us of substantial fines and to application of state regulation of prices for our products that may result in reduction of our profit. Besides, restriction of our operations or development may have an adverse effect on our financial standing, results of our operation and our plans.

If the Moscow City Government makes the decision of substantial reduction of prices for our products or volume of baby food products to be purchased from us, our profit from this business may be substantially reduced.

In 2009-2010 the Moscow City Government bought approximately 18-19% of baby food products manufactured by us. We supply these products to the Moscow City Government due to participation in the annual tender. If we lose the tender or if the Moscow City Government makes the decision of substantial reduction of prices for our products or volume of baby food products purchased by it from our baby food enterprises, and if we fail to find alternative customers, our profit from this business may be substantially reduced.

Independent wholesale distributors can export our products to countries in which they don’t correspond to the norms of local legislation. Accordingly, the compelled removal of our products from the market and the negative attitude to them in the society related thereto may have an adverse effect on our reputation in the Russian Federation, the Commonwealth of Independent States, or the CIS, and abroad, thereby leading to substantial decrease of our operation results.

When exporting our products we try that it did correspond to the standards and requirements of the legislation regulating import of foods into the importing country. In several cases the independent wholesale distributors tried to export our products to countries where they were found non-corresponding to the requirements of local legislation. In February, 2010 the new law on the principles of state regulation of commercial activities in the Russian Federation came into force. This law establishes the requirements to manufacturers, distributors and retail networks in the sphere of food products. The given requirements include but not limited to the prohibition against unfair trade and other discriminating practices, requirements to the delivery contracts conditions, as well as requirements to pricing and trading margins. Thus, according to the given law, the Government of the Russian Federation, upon certain conditions shall be entitled to set the maximum prices for the products of social value in the territory of one or several constituent entities for the term not exceeding 90 days. We consider that the law as a whole contains a number of positive norms but we cannot predict how they will operate in practice. Any negative consequences of putting this law into execution, as well as any problems which we may have with retail networks may have an adverse effect on our business.

The Company’s selling of substantial part of its products to retailers and independent distributors may lead to decrease in our goods turnover and to decrease in competitiveness of the Company as a whole. We sell our products directly to retailers, including supermarkets, grocery stores and restaurants, or to independent wholesale distributors which resell them to retailers. As we assume, in future the Company again will receive the major part of its income from the sale of its products to retailers and to independent wholesale distributors. In case of amalgamation of these enterprises, in particular, if they become more inventive and try to establish lower prices and start active advertizing campaigns, this may have an effect on our business and lead to the increase of the products distribution costs.

Thus, in the spring of 2001 several large Russian companies, each having a supermarket chain, united in an informal alliance which publicly declared that it would not buy our products. Despite that the above-specified supermarkets are currently buying our products,

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there exists a probability that they will not continue buying it in the future or that they or other companies, having a supermarket chain, will be able to form a similar alliance. Besides, one of the largest Russian supermarket chains Pyaterochka in 2006 united with Perekryostok in 2010 declared of acquisition of the Kopeyka network which fact strengthened its positions even more in conducting negotiations with us. Although we did not feel any negative effect from this amalgamation, we cannot guarantee that we will not suffer this adverse effect in future. A number of the large western retailers, such as German retailer Metro and French Auchan, have already opened their shops in Moscow, the Moscow Region and other cities of Russia, and we assume that their presence in the market will lead to growth of price competition, as well as to growth of payment for use of sales areas. We also compete with other enterprises for the right of distribution of our products in the retail stores. The retailers also offer other manufacturers products, including products under their own trademarks which compete directly with our goods. Economic slowdown could lead to change of consumers’ habits and to increase of consumption by them of products under the retailers’ trademarks and to decrease of consumption of products with the bigger added value under the federally-registered or regional trademarks that may have an adverse impact on our profit. Besides, very often the retailers charge food manufacturers, including our competitors, for shelf presence. If independent wholesale distributors and retailers prefer other manufacturers’ products, they will reduce the volume of our products purchases or will refuse purchasing our products, will require considerable discounts or will not provide necessary advertizing of our products, this may reduce our products turnover and decrease its marketability and profitability.

We have no insurance coverage which is typical for the enterprises of similar scale and the nature of activity in other countries, and in case of serious accident, our business will be considerably damaged. This will affect the nature of the Company’s profitability operations as a whole.

We have an acceptable for the Russian conditions insurance cover on risks for the Company’s main production sites protecting the most valuable equipment. However, in case of activity suspension or incurrence of third party liability with regard to a damage caused to property or environment as a result of any emergencies and accidents, the compensation amount may be insufficient. In case of any serious emergency on any one of our enterprises we may incur considerable property losses and operating troubles which in their turn may lead to material damages to our business which will affect the operations nature and profitability. We do not have any special funds or reserves for such cases. Any such loss or third party indemnity claim may have an adverse material effect on our business, results of operation and financial standing. Also we are subject to liability if consumption of our food resulted in the occurrence of disease, damages or death, and we cannot guarantee that we will not bear the product liability in future. Although we support the product liability insurance, the cover under such insurance may be insufficient in case of claims submission. Besides, if our products are recognized unfit for use, we will have to withdraw such products from circulation.

We may fail to provide appropriate protection of intellectual property that may seriously damage the results of our financial activity and block our development. Considering the importance of recognition of various brand names for our Company, we carried out a number of actions for protection of intellectual property rights, including registration of our Company’s trademark. However, the measures that we take may occur insufficient and the third parties may suspend or illegally appropriate our rights to intellectual property. Besides, in Russia and other CIS countries in which we carry out our activity, there are fewer possibilities to provide appropriate protection of intellectual property rights than in the Western European and North American countries. If we fail to provide

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protection of our legal rights concerning property against violation and appropriation, this will cause serious damage to our future financial indicators and possibilities of further development of our business activity.

Absence of the rights to protection of some of our brand names and images, the application for which registration as trademarks is currently being considered, may have a serious impact on our products distribution that may lead to increase of advertizing expenses and have an adverse effect on the Company’s activity financial results. The Company has submitted a great number of applications for trademarks registration in Russia and abroad. Also we perform contestation of trademarks registration rejections with regard to our trademarks in several foreign states.

In the event the brand names are refused with regard to their registration as trademarks, we will not be able to provide full protection against use of these brand names or images by other persons that will essentially decrease the advantages of any advertizing in which the specified brand names or images are used. This may have a negative adverse effect on distribution of our products in which the specified brand names or images are used, and we may be required to develop new programs for the specified products distribution that will result in the new advertizing expenses and have a negative effect on our financial results. If we fail to receive sufficient financing, we will have to limit essentially our activity that can have material negative influence on our business, the prospects and results of our work.

We continue to make significant capital expenditures, particularly in connection with the expansion of our existing operations, upgrades of existing facilities, enhancing our infrastructure, including building new warehouses and acquisitions of new companies. For the fulfillment of our capital investing plans, excluding expenditures for acquisitions, we invested approximately USD 192.7 million in 2007, USD 195.3 million in 2008, USD 121.8 million in 2009 and USD 159.8 million in 2010. However, we may not be able to meet our planned capital spending needs in the future in the event of the following potential developments:

· interest rates level global increase in view of the central banks actions in the conditions of fighting against inflation or under the influence of other factors;

· adverse change of conditions of currently existing financing agreements;

· decision-making on the further business activity expansion which will require considerable investments;

· adverse changes in the Russian legislation;

· adverse changes in the exchange control regulations of Russia; or

· considerable deterioration of the Russian economy condition and/or the condition of the world markets.

To meet our financing requirements, we may need to attract additional equity financing at the expense of our own or borrowed funds. Russian companies are limited in their ability to issue shares in the form of ADSs (American Depositary Shares) or other depositary receipts due to Russian securities regulations, which, until 2005, generally provided that no more than 40% of a Russian company’s shares may be circulated abroad through depositary receipt programs. This limitation was decreased to 35% and then to 30% in 2008 and, depending on the issuer, from 25 to 5% in 2009. Our ADS and GDS programs together account for 40% of our outstanding shares (this amount was approved by the Russian securities regulator based on the prior limit and is not required to be reduced to 25%). As a result, we are currently unable to raise additional equity financing through the issuance of depositary receipts. The Russian government is entitled to establish other

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restrictions with regard to circulation of the Russian issuers’ securities abroad. Decline of financial markets may lead to our impossibility to make capital investments.

If we cannot obtain adequate funds to satisfy our capital requirements, we may need to limit our operations significantly, which could have a material adverse effect on our business, results of operations and prospects. The new statutory regulations affecting foods manufacturers in Russia may make us incur material additional expenses for compliance with such regulations and for payment of administrative fines that may have a material adverse effect on our business and financial results.

During the last decade the foods manufacturing and quality regulations have been constantly reformed and exposed to frequent changes. In particular, the Federal law on technical regulation, the frame law effective since July 2003, made considerable impact on the regulating process in our sector, and its compliance may require considerable expenditures from our side. According to this law, for the recent years various governmental authorities have been introducing new regulations, making foods manufacturers change their recipes.

2.5.2. Country and regional risks

Economic instability in Russia may have an adverse effect on the consumer’s demand, especially on high-quality products.

After the Soviet Union breakup the following development occurred in the Russian economy:

· considerable decrease in gross domestic product;

· hyperinflation;

· national currency instability;

· high national debt in relation to the gross domestic product;

· weak banking system causing low liquidity of the Russian companies;

· high percent of unprofitable enterprises continuing their activity in view of the effective bankruptcy procedures absence;

· wide use of barter transactions and illiquid bills for carrying out of commercial operations settlements;

· widespread evasion of taxes payments;

· growth of the black and gray markets economies;

· widespread capital outflow;

· high level of corruption and organized crime intervention in the economy;

· substantial increase of unemployment and partial employment rates; and

· an amplifying impoverishment of the major part of the Russian population.

Although Russia has benefited recently from the increase in global commodity prices, providing an increase in disposable income and an increase in consumer spending, the Russian economy has been subject to abrupt downturns in the past. 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 foreign currency payments. These actions resulted in an immediate and severe devaluation of the ruble and a sharp increase in the rate of inflation; a substantial decline in the prices of Russian debt and equity securities; and an inability of Russian issuers to raise funds in the international capital markets. These problems were aggravated by a major banking crisis in the Russian banking sector after the events of August 17, 1998, as evidenced by the termination 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

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Russian companies and resulted in the losses of bank deposits in some cases. Despite that recently the Russian economy has been showing positive trends, such as the increase in the gross domestic product, a stable ruble, strong domestic demand, rising real wages and a reduced rate of inflation in the period from 1998 to 2007, financial crisis developed in Russia in autumn of 2008 had a negative impact on the Russian economy, resulted in the soft ruble devaluation, official reserve assets reduction, production cutback, real wages reduction and inflation increase. The Russian budget deficit directly depends on the energy resources prices level. With every year the higher level of prices for oil is put as the Russian budget basis, increasing the budget deficit risks in case of prices drop for the Russian Federation main export articles. 2010 was the year of economic recovery that resulted in the consumer demand revival. In 2011 it is also expected to keep the demand growth in many sectors and to maintain further recovery of global economy.

However, the infrastructure facilities deterioration in Russia is a real barrier on the way to normal economic development of the country, that may also have a negative impact on the Company’s business.

The infrastructure in Russia 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 systems, communication systems and building stock. In May 2005, a fire and explosion in one of the Moscow power substations built in 1963 caused a major power outage in a large section of Moscow and some surrounding regions. The blackout disrupted the ground electric transport, including the underground system, led to road traffic accidents and massive traffic congestion, disrupted electricity and water supply in office and residential buildings and affected mobile communications. The trading on exchanges and the operation of many banks, stores and markets were also halted.

The deterioration of the infrastructure in Russia harms the national economy, disrupts the transportation of goods and supplies, adds costs to doing business and can interrupt business operations. The Russian government is actively considering plans to reorganize the nation’s rail, electricity and communications systems. Any such reorganization may result in increased charges and tariffs while failing to generate the anticipated capital investment needed to repair, maintain and improve these systems. These factors could have a material adverse effect on our business and results of operations.

Crimes, corruption and adverse information background may disrupt our ability to conduct our business, as well as may have an adverse effect on our business, financial standing, results of operations and prospects.

The political and economic changes in Russia in recent years have resulted in a significant dislocation of authority. The local and international press have reported that significant organized criminal activity has arisen, particularly in large metropolitan centers. Property crime in large cities has increased substantially. In addition, the local press and international press have reported high levels of corruption, including the bribing of officials for the purpose of initiating investigations by government agencies. Press reports have also described instances in which government officials engaged in selective investigations and prosecutions to further the commercial interests of government officials or certain individuals. Additionally, some members of the Russian media regularly publish disparaging articles in return for payment. The depredations of organized or other crime, demands of corrupt officials or possible claims that we have been involved in official corruption could result in negative publicity, could disrupt our ability to conduct our business effectively and could thus materially adversely affect our financial indicators and results of operations.

Social instability could increase support for renewed centralized authority, nationalism or violence and thus materially adversely affect our operating efficiency.

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The failure of the government and many private enterprises to pay full salaries on a regular basis and the failure of salaries and benefits generally to keep pace with the rapidly increasing cost of living have led in the past, and could lead in the future, to labor and social unrest. Labor and social unrest may have political, social and economic consequences, such as increased support for a renewal of centralized authority, increased nationalism, including restrictions on foreign involvement in the economy of Russia, and increased violence. An occurrence of any of the foregoing events could restrict our operations and lead to the loss of operating revenues, materially adversely affecting our business, financial standing, results of operations and prospects.

2.5.3. Financial risks

The current economic environment may have an adverse effect on our financial standing.

As a result of economic slowdown, increase of budget deficits and unemployment, affecting many of the economies in which we operate, our consumers’ disposable incomes and our vendors’ cash flows may be adversely impacted. Consequently, customers may modify or decrease their consumption of our products, and our equipment, raw and packaging materials vendors may significantly increase their prices. A decline in consumption or material changes in pricing or financing terms for our purchases of equipment, raw and packaging materials may have a material adverse effect on our business, financial standing, results of operations and prospects.

Inflation may lead to increase of our expenditures and to decrease of our core business profitability.

Russian economy is characterized by high inflation rates, the disinflation tendency observed in the first half of 2010 was substituted by the reverse tendency in the conditions of the raw materials global prices increase as a result of high liquidity position at the monetary markets of many developed countries, certain recovery of world economies, as well as demographic and environmental factors. Consequently, the 2010 inflation rate in the Russian Federation was 8.8% instead of 8.5% initially estimated by the Government and the Bank of Russia. According to the Ministry of Economic Development forecast, the 2011 inflation level will be 6-7% while the forecasts of many bank analysts assume further acceleration of inflation as compared to 2010 results. Since we have been suffering the increase of our certain expenditures pushed by inflation, including salary expenses and land use payments, which to a great extent depend on the increase of the general prices level in various Russian economy sectors, our expenditures in terms of dollars are increased. In this situation due to high competition level we may be unable to increase the requested prices for our products and services to the extent sufficient for maintaining the profitability level. Correspondingly, high inflation rates in Russia may lead to the increase of our expenditures and to decrease of our core business profitability.

In 2010 the increase and alteration of structure of our debt portfolio took place in connection with our strategy for acquisition of new enterprises, increase of treasury stock due to repurchasing of our shares from Danone and requirements in the Company’s development in 2010. Along with the debt load growth as a whole, the volume of interest payments in their absolute value was significantly increased as well. The servicing and refinancing of our debt require significant monetary investments. Our ability to generate monetary flows and refinancing capability depend on many factors beyond our control. Our subsidiary agricultural enterprises receive subsidies for payment of interest on loans from federal and local budgets leading to significant reduction of effective rates for the current loan products. However, there exist certain risks that subsidy assistance will not be provided due to changes in the regulatory system, shortage of budgetary funds, execution of wrongful documents and influence of factors beyond our control. All this may have an adverse effect on the total value of provided loans. As of December 31, 2010 our syndicated loan indebtedness in the amount of USD 250 million was repaid in full As of

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the date of this report our indebtedness comprised mainly the ruble bonds, banks loans agreements and equipment supply agreements. The company bears significant operating risks relating to fulfillment of debt servicing obligations. In many bilateral loan facility agreements concluded with banks the cross-default conditions are specified upon which in case of violation of payment terms for liabilities exceeding the fixed threshold value the debt acceleration can be requested by other Creditors. Similar restrictions exist in case of claims from taxation bodies or legal actions.

Conditions of our debt agreements limit our borrowing and investments possibilities that could reduce our future business expansion or financing possibilities.

Servicing and refinancing our indebtedness will require a significant amount of cash. Our ability to generate cash or obtain financing depends on many factors beyond our control.

Increased levels of indebtedness and increases in the level of secured indebtedness could potentially: (1) limit our ability to obtain additional financing; (2) limit our flexibility in planning for, or reacting to, changes in the markets in which we compete; (3) place us at a competitive disadvantage relative to our competitors; (4) lead to a partial or complete loss of control over our key subsidiaries or properties; (5) render us more vulnerable to general adverse economic and industry conditions, (6) require us to dedicate all or a substantial part of our cash flow to service our debt; and (7) limit or eliminate our ability to pay dividends. Our ability to repay and refinance our indebtedness as well as to fund planned capital expenditures and research and development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If we are unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments, we may default under the terms of our indebtedness, thereby allowing the holders of our indebtedness to accelerate the maturity of such indebtedness, and potentially causing cross-defaults under our other indebtedness. The highly volatile financial markets may materially adversely affect our ability to access the capital markets at a time when we would like or need to do so, which could have an impact on our ability to refinance maturing debts and/or react to changing economic and business conditions. We may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, reduce or delay capital expenditures or seek additional capital. Refinancing or additional financing may not be available on commercially reasonable terms, and we may not be able to sell our assets or, if sold, the proceeds therefrom may not be sufficient to meet our debt-service obligations. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance debt on commercially reasonable terms, would have a material adverse effect on our business, financial standing, results of operations and prospects.

Ruble and other currencies depreciation towards US dollar and/or euro could increase our costs, decrease our cash reserves. The majority of all our costs and expenditures, including expenditures for packaging, juice concentrate and some other raw materials, as well as the capital expenditures and borrowings are either denominated or closely pegged to US dollar or euro, while the majority of all our revenues are denominated in rubles. If the ruble declines against the US dollar and/or euro and price increases cannot keep pace, we could have difficulty repaying or refinancing our US dollar- and/or euro-denominated indebtedness. The devaluation of the ruble would also result in losses in the value of assets denominated in rubles, such as ruble cash deposits.

As of this moment we oversee slight reinforcement of the ruble however a decline in the ruble in relation to the US dollar could increase our expenditures and reduce our incomes.

According to the Central Bank of the Russian Federation policy directed for the reduction of intervention at the currency market and the transition to interest rates management, the ruble rate with regard to the US dollar is subject to acute fluctuations. Thus, during 2010

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the ruble’s rate to the dollar was changing within the 28.91 — 31.91 range, and the dual currency basket used by the Central Bank for targeting of currency rates — within the range from 33.5 to 36.5 rubles per unit.

A decline in the ruble in relation to the US dollar could also lead to the reduction (in dollar terms) of those amounts of saving from tax payments which result from depreciation of our property, reduction of industrial plants and equipment value, since their taxation base is denominated in rubles as of the moment of capital investment. Increase of tax payments liabilities will lead to the increase of the total expenditures amount.

Some of our customers, debtors and suppliers may fail to pay us or to comply with the terms of their agreements with us which could materially 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. As a result of financial crisis we have faced an increased risk that our customers and/or debtors may refuse to or be unable to comply with their payment obligations. 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 standing. 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 materially adversely affect our results of operations. In addition, we are limited in our ability to control the conduct of our raw materials and equipment suppliers, including their adherence to contract delivery terms and their compliance with applicable legislation, such as currency, tax, customs and environmental regulations as well as laws relating to the use of food additives and genetically modified food products. Failure of our suppliers to adhere to the terms of our contracts with them or the law may negatively affect our reputation and our business.

Failures or alleged failures by our suppliers to comply with their tax obligations may negatively affect our ability to recover VAT and increase our tax liabilities.

Unconscionability of our suppliers in payment of taxes may result in claims from taxation bodies filed against us. Thus, in 2010 the Tax inspection performed the check of WBD operations for 2007 and 2008. Upon the results of inspection several violations concerning payment of profits tax and VAT calculation were revealed which constituted a ground for presentation of a claim for an overall amount of USD 25 million. We contested the above-specified claim with the higher-level taxation body upon the results of which the claim amount was reduced to USD 7 million. Having not agreed with the given decisions, the Company challenged the issue at court. Currently, the case is still pending. Despite that we continue providing the results of our suppliers’ checks to the corresponding authorities, we cannot exclude that any of our suppliers will be recognized unconscionable with regard to performance of its liabilities.

We are only able to conduct banking transactions with a limited number of creditworthy Russian banks, as the Russian banking system remains underdeveloped, and another banking crisis could place severe liquidity constraints on our business, materially adversely affecting our business, financial standing and results of operations.

Russia’s financial system, in general, and banking system, in particular, is not well developed or regulated, and Russian legislation relating to banks and bank accounts is subject to varying interpretations and inconsistent application. The August 1998 financial crisis resulted in the bankruptcy and liquidation of many Russian banks and almost entirely eliminated the developing market for commercial bank loans. Although the Central Bank of Russia has the mandate and authority to suspend banking licenses of

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insolvent banks, many insolvent banks still operate. Most Russian banks also do not meet international banking standards. The weak banking infrastructure in Russia also exposes us to an increased risk of unauthorized transactions or charges on our accounts due to bank errors or actions by computer hackers.

The serious deficiencies in the Russian banking sector, combined with the deterioration in the credit profile of the loan portfolios of Russian banks, may result in the banking sector being more susceptible to market downturns or economic slowdowns. If a banking crisis were to occur, Russian companies would be subject to severe liquidity constraints due to the limited supply of domestic funding sources and the withdrawal of foreign funding sources that would occur during such crisis. In addition, another banking crisis or bankruptcy or insolvency of the banks from which we receive or with which we hold our funds could result in the loss of our deposits or affect our ability to complete banking transactions in Russia, which could have a material adverse effect on our business, financial standing and results of operations. In a similar way, our customers could also be adversely affected by another banking crisis or bankruptcy or insolvency of the banks from which they receive or with which they hold their funds. Herewith there comes a situation when they will be unable in full or in part to perform payments to us which could also have a material adverse effect on our business, financial standing and results of operations.

Vaguely drafted Russian transfer pricing rules and lack of reliable pricing information may impact our financial standing and results of operations.

Russian transfer pricing rules effective since 1999 give Russian tax authorities the right to control prices for transactions between related entities and certain other types of transactions between unrelated parties, such as foreign trade transactions or transactions with significant price fluctuations. The Russian transfer pricing rules are vaguely drafted, and are subject of interpretation by Russian tax authorities and courts and have been used for politically motivated investigations and prosecutions. We believe that our prices are market prices and are compliant with the Russian tax law and transfer pricing requirements. However, 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 results of operations could be materially adversely affected. In addition, the Company could face significant losses associated with the assessed amount of prior tax underpaid and related interest and penalties, which would have a material adverse effect on our financial standing and results of operations.

2.5.4. Legal risks

Legal risks are determined without limitation by weaknesses inherent to the Russian legal system and the Russian legislation leading to creation of uncertainty environment for investments and business activities.

Weaknesses relating to the legal system and legislation create an uncertain environment for investments and for business activity in Russia.

Russia is still developing the legal framework required to support the market economy. The following risks relating to the Russian legal system create uncertainties with respect to the legal and business decisions that we make, many of which do not exist in countries with more developed market economies:

· inconsistencies between the Constitution, federal and regional laws, presidential decrees and governmental, ministerial and local orders, decisions, resolutions and other acts;

· conflicting local, regional and federal rules and regulations;

· the lack of judicial and administrative guidance on interpreting legislation;

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

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· lack of independent judiciary;

· a high degree of discretion on the part of governmental authorities, which could result in arbitrary actions such as suspension or termination of our licenses; and

· poorly developed bankruptcy procedures that are subject to abuse.

Besides, some of the underlying acts have come into force just recently. 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 results 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. All of these weaknesses could affect our ability to enforce our rights under our permits and contracts, or to defend ourselves against claims by others. We cannot guarantee that regulators, judicial authorities or third parties will not challenge our internal procedures and by-laws or our compliance with applicable laws, decrees and regulations.

Developing corporate and securities laws and regulations in Russia may limit our ability to attract future investment.

The regulation and supervision of the securities market, financial intermediaries and issuers are considerably less developed in Russia than, for example, in the United States and Western Europe. Securities laws, including those relating to corporate governance, disclosure and reporting requirements, are relatively new, whereas other laws relating to anti-fraud safeguards, insider trading restrictions and fiduciary duties remain undeveloped. In addition, the Russian securities market is regulated by several different authorities, which are often in competition with each other. These include:

· Federal Service for Financial Markets (FSFM);

· Ministry of Finance;

· Federal Anti-Monopoly Service;

· Central Bank of Russia, and

· various professional self-regulatory organizations.

The regulations of these various authorities are not always coordinated and may be contradictory.

In addition, the Russian corporate and securities rules and regulations can change rapidly, which may materially adversely affect our ability to conduct securities-related transactions. While some important areas are subject to virtually no oversight, the regulatory requirements imposed on the Russian issuers in other areas result in delays in conducting securities offerings and in accessing the capital markets. It is often unclear whether or how regulations, decisions and letters issued by the various regulatory authorities apply to us. As a result, we may be subject to fines or other enforcement measures despite our best efforts at compliance.

The judiciary’s lack of independence, its relative inexperience and difficulty in enforcing court decisions as well as the government’s abuse of discretion in institution of claims, making and execution of decisions thereto could prevent us or our investors from obtaining effective redress in a court proceeding that could materially adversely affect the value of investments in our securities.

The independence of judicial system and its immunity from economic, political and nationalistic influences in Russia cannot be guaranteed. The court system is underfunded and 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

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Russian legislation and court decisions are readily available to the public or organized in a manner that facilitates understanding. In addition the Russian judicial system can be slow or unjustifiably swift. Enforcement of court orders can in practice be very difficult in Russia. Additionally, court claims are often used in furtherance of political aims or infighting. 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 and the government may attempt to invalidate court decisions by backdating or retroactively applying relevant legislative changes. All of these factors make judicial decisions in Russia difficult to predict and effective redress uncertain.

These uncertainties also extend to property rights. For example, 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 political factors, these protections would not be enforced in the event of an attempted expropriation or nationalization. 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, financial standing, results of operations and prospects.

Selective or arbitrary government actions could have a material adverse effect on our business, financial standing, results of operations and prospects.

Governmental authorities in Russia have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that is inconsistent with legislation or influenced by political or commercial considerations. Selective or arbitrary governmental actions have reportedly included the denial or withdrawal of licenses, sudden and unexpected tax audits and claims, criminal prosecutions and civil actions. Federal and local government entities have also used ordinary defects in matters surrounding share issuances and registration as pretexts for court claims and other demands to invalidate such issuances and registrations or to void transactions. Moreover, the government also has the power in certain circumstances, by regulation or government acts, to interfere with the performance of, nullify or terminate contracts. Standard & Poor’s has expressed concerns that “Russian companies and their investors can be subjected to government pressure through selective implementation of regulations and legislation that is either politically motivated or triggered by competing business groups.” In this environment, our competitors may receive preferential treatment from the government, potentially giving them a competitive advantage over us.

In addition, in recent years, the Russian tax authorities have brought tax evasion claims aggressively on the basis of certain Russian companies’ use of tax-optimization schemes, and press reports have speculated that these enforcement actions have been selective and politically motivated. Selective or arbitrary government actions, if directed at us, could have a material adverse effect on our business, financial standing, results of operations and prospects.

Observance of the Russian legislation provisions on the shareholder’s rights may lead to additional expenditures for us that would result in deterioration of financial indicators.

Russian law provides that shareholders that vote against or abstain from voting on certain matters have the right to sell their shares to us at market value in accordance with the Russian law. The decisions that trigger this right to sell shares include:

· reorganization;

· approval by shareholders of a “major transaction,” which, in general terms, is a transaction involving property worth more than 50% of the gross book value of our assets calculated according to the Russian accounting standards, regardless of

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whether the transaction is actually consummated; and

· the amendment of our Articles of association in a manner that limits shareholder rights.

Our obligation to purchase shares in these circumstances, which is limited to 10% of our net assets calculated according to the Russian accounting standards, at the time the matter at issue is voted upon, could have a material adverse effect on our business, financial standing, results of operations and prospects.

The weakness and changes in the Russian tax system may have an adverse effect on the volume of investments in our securities.

In general, taxes payable by Russian companies are substantial and numerous. These taxes include, among others:

· income tax,

· value added tax,

· unified social tax, as well as

· property tax.

Recently, the Russian tax system has been significantly amended. The comprehensive taxation reform started in 1999 with enactment of the Tax Code of the Russian Federation Part I (the Tax Code), establishing the taxation guidelines. Since that moment Russia has been in the legislation replacement process regulating application of main taxes, such as the corporate income tax, VAT and property tax in view of the new Tax Code chapters. In practice, the Russian tax authorities usually interpret tax laws in a way which rarely favors taxpayers. Taxpayers often have to resort to court proceedings to defend their positions against the tax authorities. Recent events within the Russian Federation suggest that the tax authorities may be taking a more assertive position in their interpretations of the legislation and assessments. Differing interpretations of tax regulations exist both among and within government ministries and organizations at the federal, regional and local levels, creating uncertainties and inconsistent enforcement. Tax declarations, together with related documentation such as customs declarations, are subject to review and investigation by a number of authorities, each of which may impose fines, penalties and interest charges. Generally, the taxpayers’ actions for a period of three calendar years immediately preceding the year in which the audit is performed are subject to such audit inspection. Previous audits do not prevent further claims relating to the audited period since the Russian tax legislation allows superior tax authorities to check the results of audits performed by the subordinated tax inspectorates. In addition, in July 2005 the Constitutional Court of the Russian Federation issued a decision that allows the statute of limitations for tax penalties to be extended beyond the three-year term set forth in the tax laws if a court determines that the taxpayer has obstructed or hindered a tax audit. Because none of the relevant terms has exact definition, tax authorities may have broad discretion to argue that a taxpayer has “obstructed” or “hindered” a tax audit and ultimately to seek penalties beyond the three-year term. In several cases new regulatory documents regarding the taxation issues are admitted to be used with retrospective effect.

Moreover, the financial results of Russian companies cannot be consolidated for tax purposes. Therefore, each of our Russian subsidiaries pays its own Russian taxes and may not offset its profit or loss against the loss or profit of any of our other subsidiaries. In addition, intercompany dividends are subject to the profits tax of 9% (if being distributed to Russian companies) and 15% (if being distributed to foreign companies). If the receiving company itself pays a dividend, it may offset tax withheld against its own withholding liability of the onward dividend although not against any withholding made on a distribution to a foreign company. These tax requirements impose additional burdens and costs on our operations, including management resources.

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The foregoing conditions create tax risks in Russia that are more significant than those typically found in jurisdictions with more developed tax systems. They also impose additional burdens and costs on our operations, including management resources. In addition to our substantial tax burden, these risks and uncertainties complicate our tax planning and related business decisions, potentially exposing us to significant fines and penalties and enforcement measures despite our best efforts at compliance.

2.5.5. Risks relating to the Issuer’s operations

Failure to comply with existing laws and regulations or the findings of government inspections, as well as the increased governmental regulation of our operations, could result in substantial additional compliance costs or various sanctions which could materially adversely affect our business, financial standing, results of operations and prospects.

Our operations and properties are subject to regulation by various government entities and agencies, as well as to ongoing compliance with existing laws, regulations and standards. As a producer of food products, our operations are subject to quality, health and safety, production, packaging, labeling and distribution standards. The operations of our production and distribution facilities are also subject to various environmental laws and workplace regulations. Regulatory authorities exercise considerable discretion in matters of enforcement and interpretation of applicable laws, regulations and standards, the issuance and renewal of permits and in monitoring compliance with the terms thereof. Russian authorities have the right to, and frequently do, conduct periodic inspections of operations and properties of our group of companies throughout the year. Any such future inspections may conclude that we or our subsidiaries have violated laws, decrees or regulations, and we may be unable to refute such conclusions or remedy the violations. Our failure to comply with existing laws and regulations or the findings of government inspections may result in the imposition of fines or penalties or more severe sanctions including the suspension, amendment or termination of our permits, as well as in requirements that we cease certain of our business activities, or in criminal and administrative penalties applicable to our officers. Any such decisions, requirements or sanctions, or any increase in governmental regulation of our operations, could increase our costs and materially adversely affect our business, financial standing, results of operations and prospects.

We believe that our current legal and environmental compliance programs adequately address these concerns and that we are in substantial compliance with applicable laws and regulations. However, as the regulations that apply to our business are constantly changing, we are sometimes unable to immediately comply with new regulations upon their implementation. Compliance with, or any violation of, current and future laws or regulations could require material expenditures by us or otherwise have a material adverse effect on our business or financial results.

Additionally, under the relevant Russian legislation, Russian regulatory agencies can impose various sanctions for violations of environmental standards. These sanctions may include civil and administrative penalties applicable to a company and criminal and administrative penalties applicable to its officers. Also, in the course, or as a result, of an environmental investigation, regulatory authorities can issue an order halting part or all of the production at a plant which has violated environmental standards. We have been, at various times, subject to administrative sanctions for failure to comply with environmental regulations relating to effluent discharge and to minor administrative sanctions for violations relating to waste disposal. In the event that production at one of our facilities was partially or wholly prevented due to this type of sanction, our production capability would suffer significantly and our operating results would suffer.

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Difficulties in obtaining adequate managerial and operational resources may restrict our ability to successfully expand our operations.

We have experienced substantial growth and development in a relatively short period of time, and we believe that our businesses will continue to grow for the foreseeable future. The operating complexity of our business and the responsibilities of management have increased as a result of this growth, placing significant strain on our managerial and operational resources. Our future operating results depend, to a significant degree, upon the continued contributions of our management and technical personnel.

We will need to continue to improve our operational and financial systems as well as managerial controls and procedures to keep pace with our growth. We will also have to maintain close coordination among our supply chain, technical, accounting, finance, marketing and sales personnel. Management of growth will require, among other things:

· continued development of financial and management controls and IT systems;

· increased marketing activities;

· hiring and training of new personnel; and

· the ability to adapt to changes in the markets in which we operate, including increased competition and demand for our services.

Our inability to manage our growth successfully could have a material adverse effect on our business, financial standing and results of operations.

III. Detailed information on the Issuer

3.1. The Issuer’s creation history and development

3.1.1. The Issuer’s company name (name)

Full company name of issuer: Open Joint-Stock Company Wimm-Bill- Dann Foods

Abbreviated company name of issuer: OJSC WBD FOODS

Company name of issuer (name for nonprofit organization) is a registered trademark or service mark

Registration of the trademarks mentioned:
Trademark: Wimm-Bill-Dann
Registration date: 25.05.1994
Certificate number: 117667
Duration of registration: 24.09.2012

Trademark: Wimm-Bill-Dann and a picture of a fluffy-tailed softling
Registration date: 25.05.1994
Certificate number: 117698
Duration of registration: 24.09.2012

Trademark: WIMM-BILL-DANN is what you want
Registration date: 28.04.1995
Certificate number: 125261
Duration of registration: 31.08.2013

Trademark: WIMM-BILL-DANN is what you want and a picture of a softling and oranges
Registration date: 10.05.1995
Certificate number: 125307
Duration of registration: 08.02.2014

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Trademark: WIMM-BILL-DANN is what you want
Registration date: 19.05.2000
Certificate number: 188686
Duration of registration: 10.11.2008 (prolonged until 10.11.2019)

Trademark: Wimm-Bill-Dann
Registration date: 31.08.2000
Certificate number: 193409
Duration of registration: 10.11.2008 (prolonged until 10.11.2019)

Trademark: WIMM-BILL-DANN is what you want
Registration date: 17.01.2003
Certificate number: 235617
Duration of registration: 24.08.2011

Trademark: WIMM-BILL-DANN is what you want
Registration date: 05.03.2003
Certificate number: 237746
Duration of registration: 24.08.2011

Trademark: Bio Max + Wimm-Bill-Dann of a red colour in a circle
Registration date: 23.04.2003
Certificate number: 244489
Duration of registration: 27.04.2011

Trademark: WIMM-BILL-DANN is what you want
Registration date: 18.07.2003
Certificate number: 251933
Duration of registration: 24.08.2011

Trademark: Wimm-Bill-Dann
Registration date: 08.12.2004
Certificate number: 279887
Duration of registration: 19.03.2014

Trademark: WIMM-BILL-DANN is what you want
Registration date: 15.03.2005
Certificate number: 284154
Duration of registration: 11.12.2013

Trademark: product of Wimm-Bill-Dann company
Registration date: 25.03.2005
Certificate number: 285116
Duration of registration: 10.03.2014

All the previous issuer’s names for the period of its existence

Issuer’s name was not subject to change for the period of its existence

3.1.2. Information on the Issuer’s state registration

Information on the primary state registration

State registration number: R-15968.16

State registration date: 31.05.2001

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Name of the state registration agency: the Ministry of Justice of the Russian Federation, the Moscow Registration Chamber

Information on the state registration of the legal person:

The legal entity’s state registration number: 1037700236738

Registration date: 19.02.2003

Name of the state registration agency: Interdistrict Tax Inspectorate of the Ministry of Taxes and Levies No. 39 of Moscow

3.1.3. The Issuer’s establishment and development history

The period of the Issuer’s existence from the date of its state registration, as well as the period until which the Issuer will exist in case it is created for a certain period or to attain definite aims:

Period of the Issuer’s existence: from 31.05.2001. The Issuer is created for an indefinite term.

Short description of the Issuer’s establishment and development history. Aims of the Issuer, mission of the Issuer (if any), and other information on the Issuer’s operation that is relevant to take decision on purchasing the Issuer’s securities:

The Issuer’s creation and development history:

The Open Joint-Stock Company Wimm-Bill-Dann Foods was incorporated on May 31, 2001. Aim of the Issuer’s establishment: consolidation of manufacturing and trading companies which shares were owned by the group of persons and were transferred into the Company’s ownership by way of making of a contribution to authorized capital upon its creation in 2001. The Issuer’s primary business area is the control and management of the WBD group. According to article 4 of the Issuer’s Articles of association, “the main aim of the Company is the most complete and qualitative satisfaction of legal entities’ and individuals’ needs in the products (works, services) produced (performed, rendered) by the Company in accordance with the charter activity, as well as receipt of profit.”

On February 14, 2002 OJSC Wimm-Bill-Dann Foods finished its public offering and registered ordinary shares provided in the form of the 3rd level American Depositary Receipts or ADR on the New York Stock Exchange labeled “WBD”. Each ADR represents one basic registered ordinary share of the Company. Since November 2009 one basic registered ordinary share has been represented by four ADR.

3.1.4. Contact details

Location: 16/15 Yauzskiy bulvar, office 306, Moscow 109028, Russia

Location of the continuing executive body

16/15 Yauzskiy bulvar, office 306, Moscow 109028, Russia

Address for correspondence

16/15 Yauzskiy bulvar, office 306, Moscow 109028, Russia

Telephone: (495) 925-58-05

Fax: (495) 733-97-36

E-mail address: OrlovAA@WBD.RU

Information on issuer, released securities is available at web-site address (addresses): www. wbd.ru

3.1.5. Taxpayer’s identification number

7709342399

3.1.6. The Issuer’s divisions and representative offices

The Issuer’s divisions and representative offices in accordance with its statute (constitutive corporate documents)

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Moscow Division

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Location: 108 Dmitrovskoye shosse, office 3, selling service building, Moscow 127591, Russian Federation

Opening date: 16.06.2006

Division (representative office) manager

Full name: Tatiana Alexandrovna Sharkova

Term of a warrant: 08.03.2012

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Nizhny Novgorod Division

Location: 19 ul. Larina, office 202, Nizhny Novgorod, Nizhny Novgorod Region 603309, Russian Federation

Opening date: 16.06.2006

Division (representative office) manager

Full name: Denis Viktorovich Nekrasov

Term of a warrant: 22.10.2013

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Timashevsk Division

Location: 2 ul. Gibridnaya, office 1, Timashevsk, Krasnodar Kray 352700, Russian Federation

Opening date: 16.06.2006

Division (representative office) manager

Full name: Sergey Ivanovich Bondarev

Term of a warrant: 15.06.2012

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Volgograd Division

Location: 43 ul. Avtotransportnaya, Volgograd, Volgograd Region 400120, Russian Federation

Opening date: 16.06.2006

Division (representative office) manager

Full name: Farid Khosyainovich Kuramshin

Term of a warrant:

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Krasnodar Division

Location: 39 ul. Vasnetsova, office 39, Krasnodar, Krasnodar Kray 350000, Russian Federation

Opening date: 16.06.2006

Division (representative office) manager

Full name: Konstantin Borisovich Bass

Term of a warrant: 01.04.2013

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Rostov-on-Don Division

Location: 150 ul. Dovatora, Rostov-on-Don, Rostov Region 344090, Russian Federation

Opening date: 16.06.2006

Division (representative office) manager

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Full name: Aleksey Grigoryevich Lyashko

Term of a warrant: 16.11.2012

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Saint-Petersburg Division

Location: 1 6-oj Verkhniy pereulok, office 317, promzona Parnas, Saint-Petersburg 194292, Russian Federation

Opening date: 16.06.2006

Division (representative office) manager

Full name: Anton Viktorovich Shvets

Term of a warrant: 14.07.2013

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Ufa Division

Location: 129/3 ul. Internatsionalnaya, Ufa, Bashkortostan Republic 450038, Russian Federation

Opening date: 30.06.2006

Division (representative office) manager

Full name: Konstantin Sergeevich Golikov

Term of a warrant: 09.10.2012

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Yekaterinburg Division

Location: 76 ul. Krasnoarmeyskaya, Yekaterinburg, Sverdlovsk region 620055, Russian Federation

Opening date: 16.06.2006

Division (representative office) manager

Full name: DMITRIY VIKTOROVICH REVA

Term of a warrant: 18.01.2013

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Vladivostok Division

Location: 19 ul. Strelochnaya, office 18, Vladivostok, Primorsky Kray 690087, Russian Federation

Opening date: 16.06.2006

Division (representative office) manager

Full name: Larisa Anatolyevna Kutuzova

Term of a warrant: 14.12.2013

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Samara Division

Location: 9 proezd Maltseva, Samara, Samara region 443022, Russian Federation

Opening date: 17.08.2006

Division (representative office) manager

Full name: Ildar Ismagilyevich Mukhametov

Term of a warrant: 09.10.2012

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Tuymazy Division

Location: 9 ul. Severnaya, office 1, Tuymazy, Bashkortostan Republic 452750, Russian Federation

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Opening date: 17.08.2006

Division (representative office) manager

Full name: Vasiliy Aleksandrovich Chernyshov

Term of a warrant: 18.01.2013

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Novosibirsk Division

Location: 33 ul. Petrukhova, office 21, Novosibirsk, Novosibirsk Region 630088, Russian Federation

Opening date: 17.08.2006

Division (representative office) manager

Full name: Dmitriy Vladimirovich Mironchikov

Term of a warrant: 14.12.2013

Full name Open Joint-Stock Company Wimm-Bill-Dann Foods Krasnoyarsk Division

Location: 1A ul. Robespyera, office 401, Krasnoyarsk, Krasnoyarsk Kray 660021, Russian Federation

Opening date: 17.08.2006

Division (representative office) manager

Full name: Olga Anatolyevna Luzan

Term of a warrant: 03.12.2012

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Irkutsk Division

Location: 7 ul. Kiyevskaya, office 2, Irkutsk, Irkutsk Region 664007, Russian Federation

Opening date: 17.08.2006

Division (representative office) manager

Full name: Yevgeniy Viktorovich Siverskiy

Term of a warrant: 14.12.2013

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Rubtsovsk Division

Location: 7 ul. Kiyevskaya, office 2, Irkutsk, Irkutsk Region 664007, Russian Federation

Opening date: 17.08.2006

Division (representative office) manager

Full name: Natalya Vadimovna Prokopenko

Term of a warrant: 02.06.2012

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Perm Division

Location: 110 ul. Geroyev Khasana, Perm, Perm Kray 614990

Opening date: 19.01.2007

Division (representative office) manager

Full name: ALEKSANDR IVANOVICH KAZANTSEV

Term of a warrant: 04.09.2011

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Surgut Division

Location: 4 Nefteyuganskoye shosse, Surgut, HMAO 628400

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Opening date: 19.01.2007

Division (representative office) manager

Full name: Oleg Aleksandrovich Pakhomov

Term of a warrant: 01.12.2011

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Chelyabinsk Division

Location: 2 Komsomolskiy prospect, Chelyabinsk, Chelyabinsk Region 454008

Opening date: 19.01.2007

Division (representative office) manager

Full name: Vadim Anatolyevich Fomin

Term of a warrant: 01.12.2011

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Khabarovsk Division

Location: 118 ul. Krasnorechenskaya, Khabarovsk, Khabarovsk Kray 680045

Opening date: 19.01.2007

Division (representative office) manager

Full name: Oleg Alekseevich Pakhomov

Term of a warrant: 01.12.2011

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Obninsk Division

Location: Obninsk, Kaluga region

Opening date: 21.01.2008

Division (representative office) manager

Full name: Galina Pavlovna Poletaeva

Term of a warrant: 15.01.2011

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Omsk Division

Location: 33 ul. 2nd Solnechnaya, Omsk, Omsk region 644073

Opening date: 31.01.2007

Division (representative office) manager

Full name: Yevgeniy Viktorovich Vereshchagin

Term of a warrant: 24.02.2012

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Voronezh Division

Location: 21 ul. Zemlyachki, Voronezh 394044

Opening date: 16.11.2006

Division (representative office) manager

Full name: Leonid Alexandrovich Krivoshein

Term of a warrant: 16.11.2012

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Kazan Division

Location: 7 ul. Skladskaya, Kazan 420054

Opening date: 16.11.2006

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Division (representative office) manager

Full name: Ayrat Ravkhatovich Shaymardanov

Term of a warrant: 16.11.2012

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Sochi Division

Location: 64 ul. Krasnodonskaya, Sochi, Krasnodar Kray

Opening date: 04.05.2008

Division (representative office) manager

Full name: VASILIY VASILYEVICH ALILUEV

Term of a warrant: 08.04.2013

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Izhevsk Division

Location: Izhevsk, Udmurt Republic

Opening date: 30.05.2008

Division (representative office) manager

Full name: Aleksandr Robertovich Gaynutdinov

Term of a warrant: 31.12.2011

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Nazarovo Division

Location: Nazarovo, Krasnoyarsk Kray

Opening date: 20.05.2008

Division (representative office) manager

Full name: Dmitry Vladimirovich Mironchikov

Term of a warrant: 14.12.2013

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Pervouralsk Division

Location: Pervouralsk, Sverdlovsk Region

Opening date: 02.04.2007

Division (representative office) manager

Full name: Dmitriy Viktorovich Reva

Term of a warrant: 18.01.2013

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Angarsk Division

Location: 32 ul. Mira, Angarsk, Irkutsk Region

Opening date: 31.07.2008

Division (representative office) manager

Full name: Aleksandr Romanovich Dubinin

Term of a warrant:

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Anna Division

Location: Anna town, Voronezh Region

Opening date: 21.05.2008

Division (representative office) manager

Full name: Dikarev Alexander Alexandrovich

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Term of a warrant:

Full name: Open Joint-Stock Company Wimm-Bill-Dann Foods Chermoshnoy posyolok Division

Location: pos. Chermoshnoy, Kursk Region

Opening date: 15.05.2008

Division (representative office) manager

Full name: Gennadiy Viktorovich Chursin

Term of a warrant:

3.2. The Issuer’s main business activity

3.2.1. Industry classification of the Issuer

OKVED (Russian Classification of Economic Activities) codes
01.12.1
01.13.21
01.13.23
01.13.3
15.32
15.5
15.51
15.88
15.98
22.13
51.17.1
51.17.21
51.23.3
51.34.1
51.36
51.38.22
51.70
52.12
52.25.2
52.27.11
52.27.21
52.27.39
60.24
63.11
63.4
71.33
72.1
72.2
74.13.1
74.14
74.4
74.84

3.2.2. The Issuer’s main economic operations

Kinds of economic activities (kinds of activities, kinds of products (works, services)) that ensure at least 10 per

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cent of the Issuer’s earnings (profit) for the reporting period

Unit of measurement: rubles

Name of products (works, services): Rendering of services under license agreements for the provision of right to use trademarks.

Index	2006	2007	2008	2009	2010	2011, 3 months
Volume of earnings (profit) from this kind of economic activity, rubles	752 679	841 286	1 065 985	1 191 275	1 945 738	721 863
Share in the volume of earnings (profit) from this kind of economic activity in the total volume of the Issuer’s earnings (profit), %	5.27	1.89	1.91	4.73	72.05	86.6

Variation of the Issuer’s earnings (profit) from main business activity for 10 and more percent in comparison with the corresponding reporting period of the previous year and reasons thereof:

In connection with the decision made in 2009 on the gradual termination of commercial activity of the OJSC Wimm-Bill-Dann Foods branches the sales proceeds in Q1, 2011 have considerably decreased, correspondingly the share of the services rendered under license agreements for the right to use trademarks has increased.

Name of products (works, services): Goods disposal

Index	2006	2007	2008	2009	2010	2011, 3 months
Volume of earnings (profit) from this kind of economic activity, rubles	13 489 856	43 629 032	53 649 095	23 976 540	737 675	109 431
Share in the volume of earnings (profit) from this kind of economic activity in the total volume of the Issuer’s earnings (profit), %	94.75	97.95	95.7	95.15	27.31	13.13

Variation of the Issuer’s earnings (profit) from main business activity for 10 and more percent in comparison with the corresponding reporting period of the previous year and reasons thereof:

Seasonal character of the Issuer’s main business activity

The Issuer’s main business activity does not have seasonal character.

General structure of the Issuer’s prime cost:

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Index	2010	2011, 3 months
Raw materials and supplies, %
Purchased accessories, half-finished materials, %
Industrial works and services made by the third-party organizations, %
Fuel, %
Energy, %
Wage costs, %
Interests on loans, %
Rentals, %
Allocations for social needs, %
Depreciation of fixed assets, %	0.02	0
Taxes included into the production prime cost, %
Other expenses (specify)
Depreciation of intangible assets	0.41	0.49
Voluntary motor third party liability insurance
Obligatory insurance payments
Expenses related to equipment lease	0	0.37
Cost of goods purchased	99.57	99.14
Total: expenses for production and sale of goods (works, services) (prime costs), %	100	100
For reference only: Earnings from sale of goods (works, services), %

Significant new kinds of goods (works, services) proposed by the Issuer in the market of its main operations to such an extent that corresponds to the available information on such kinds of goods (works, services). The state of development of such kinds of goods (works, services) is specified.

Significant new kinds of goods (works, services) are absent

Standards (rules) in accordance with which accounting reports are prepared and calculations reflected in this paragraph of the quarterly report are made:

3.2.3. The Issuer’s materials, goods (raw materials) and suppliers

For 2010:

The Issuer’s suppliers which account for at least 10 percent of all the supplies of materials and goods (raw materials):

Full company name: Open Joint-Stock Company Wimm-Bill-Dann

Location: 108 Dmitrovskoe shosse, Moscow 127591, Russia

TIN: 7713085659

PSRN: 1027739768924

Share in the total deliveries volume, 99 %:

Information on varying of prices for over 10% for main materials and goods (raw materials) during the same reporting period in comparison with the corresponding reporting period of the previous year:

Share of imported deliveries of materials and goods, prediction of availability of import sources in future and possible alternative sources:

For the reporting period:

The Issuer’s suppliers which account for at least 10 percent of all the supplies of materials and goods (raw materials):

Full company name: Open Joint-Stock Company Wimm-Bill-Dann

Location: 108 Dmitrovskoe shosse, Moscow 127591, Russia

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TIN: 7713085659

PSRN: 1027739768924

Share in the total deliveries volume, 99 %:

Information on varying of prices for over 10% for main materials and goods (raw materials) during the same reporting period in comparison with the corresponding reporting period of the previous year:

Share of imported deliveries of materials and goods, prediction of availability of import sources in future and possible alternative sources:

Import deliveries are absent.

3.2.4. The Issuer’s goods (works, services) sales markets

Main markets of the Issuer’s operation:

WBD has the major share in Moscow and Moscow region. Each one of other sales markets constitutes insignificant part of proceeds.

Factors that may have negative influence on the Issuer’s sales of goods (works, services), and possible actions of the Issuer aimed at reduction of such influence:

Factors having negative influence on the sales — Possible actions:

Development of the prominent FMCG competitor in Moscow — increase of representation and service level in the Moscow market, active promotional support of products in points of sales, increase of shelf space. Unimilk’s transfer to yogurts and desserts category — launch of new products in yogurts and desserts category, substantial marketing support of the Company’s brands, active promotional support of products in points of sales. Western manufacturers in yogurts and desserts category (Muller, Nestle, Yoplait) expansion to the Russian market — development of national brands, innovations in the products lines and packaging, intensification of presence on the national TV.

Markets growth retardation — diversification in the new rapidly increasing categories. High prices for raw milk - suppliers diversification, alteration of the product mix. Raw milk deficiency — long-term contracts practice implementation with raw milk suppliers.

3.2.5. Information on the Issuer’s licenses

The Issuer has no licenses.

3.2.6. The Issuer’s joint activities

The Issuer has no joint activities with other organizations.

3.3. The Issuer’s outline for future activities

Our aims for the nearest 5 years consist in the increase of sales volumes and profitability, enhancement of business efficiency, strengthening of market position and increase of shareholder value. We will also aspire to keep the position of the leading national manufacturer of quality food and drinks with the best efficiency indicators in the industry branch.

In February 2011 PepsiCo purchased approximately 77% of the Issuer’s shares. This deal gave rise to creation of the biggest player in the foods and drinks market in Russia and the CIS. The Issuer’s further development strategy will be determined by its Board of directors.

3.4. The Issuer’s participation in industrial, bank and financial groups, holdings, concerns and associations

Name of group, holding, concern or association: Non-profit organization “Union of German Economy in the Russian Federation”

Participation period: since 2004

The Issuer’s role (place) and functions in this organization:

May 12, 2004 the OJSC WBD Foods General shareholders meeting made a decision concerning the Issuer’s entry to the Non-profit organization “Union of German Economy

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in the Russian Federation” (Minutes No. 20-05 from May 20, 2004), which aim, according to the Articles of association, is to facilitate economic cooperation between the Federal Republic of Germany and the Russian Federation in close cooperation with the German Chambers of Commerce and Industry Alliance and the Eastern Committee of the German Economy, as well as with its parent organizations.

Name of group, holding, concern or association: Non-profit organization “Russian marketing association”

Participation period: since 2005

The Issuer’s role (place) and functions in this organization:

June 14, 2005 the Issuer’s General shareholders meeting approved the Issuer’s participation in the Non-profit organization “Russian marketing association”

3.5. The Issuer’s subsidiary and dependent companies

Full company name: Open Joint-Stock Company Wimm-Bill-Dann

Abbreviated company name: OJSC WBD

Location

108 Dmitrovskoe shosse, Moscow 127591, Russia

TIN: 7713085659

PSRN: 1027739768924

Subsidiary: Yes

Dependent company: No

Reason for a company to be recognized as a subsidiary or dependent company in relation to issuer: prevailing participation of issuer in company’s authorized capital

Issuer’s equity interest in person’s authorized capital, %: 98.3

Person’s ordinary share fraction held by issuer, %: 98.3

The person’s equity interest in the Issuer’s authorized capital, %: 0

Issuer’s ordinary share fraction held by person, %: 0

Description of company’s main business activity. Description of company’s value for issuer’s activity:
production and marketing of milk and sour milk products. Produces and markets products under trademarks owned by Issuer

Company’s Board of Directors (Supervisory Board)

Full name	Year of birth	The person’s equity interest in the Issuer’s authorized capital, %	The Issuer’s ordinary shares held by the person, %
Sergey Arkadyevich Plastinin	1968
David Yakobashvili (chairman)	1957
Roman Viktorovich Bolotovskiy	1969
Silviu Popovici	1968
Inessa Porfiryevna Savenkova	1952
Tatyana Aleksandrovna Sharkova	1970
Valeriy Nikolaevich Kuprienko	1950

Company’s sole executive body

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Full name

Year of
birth

The

person’s

equity
interest in
the Issuer’s
authorized
capital, %

The
Issuer’s

ordinary

shares held
by the

person, %

Silviu Popovici

1968

Company’s collective executive body

No collective executive body

Additional information.

As of the date of the present Quarter report execution the board of directors is completely reelected.

Full company name: Closed Joint-Stock Company Gulkevichskiy maslozavod

Abbreviated company name: CJSC Gulkevichskiy maslozavod

Location

155 Korotkova, Gulkevichi, Krasnodar Kray 352150, Russia

TIN:

PSRN:

Subsidiary: Yes

Dependent company: No

Reason for a company to be recognized as a subsidiary or dependent company in relation to issuer: prevailing participation of issuer in company’s authorized capital

Issuer’s equity interest in person’s authorized capital, %: 52.24

Person’s ordinary share fraction held by issuer, %: 52.24

The person’s equity interest in the Issuer’s authorized capital, %: 0

Issuer’s ordinary share fraction held by person, %: 0

Company’s Board of Directors (Supervisory Board)

Full name	Year of birth	The person’s equity interest in the Issuer’s authorized capital, %	The Issuer’s ordinary shares held by the person, %
Gennadiy Konstantinovich Kraynov	1951
Yuriy Maksimovich Andreev	1950
Sergey Arkadyevich Plastinin	1968
David Yakobashvili	1957
Sergey Ivanovich Bondarev	1955

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Company’s sole executive body

Full name

Year of
birth

The
person’s
equity

interest in

the Issuer’s

authorized

capital, %

The

Issuer’s
ordinary
shares held

by the
person, %

Nikolay Porfentyevich Kozlikin

Company’s collective executive body

No collective executive body

Additional information.

As of the date of the present Quarter report execution the board of directors is completely reelected.

Full company name: Open Joint-Stock Company Tuymazinskiy molokozavod

Abbreviated company name: OJSC Tuymazinskiy molokozavod

Location

9 Severnaya, Tuymazy, Bashkortostan Republic 452750, Russia

TIN:

PSRN:

Subsidiary: Yes

Dependent company: No

Reason for a company to be recognized as a subsidiary or dependent company in relation to issuer: prevailing participation of issuer in company’s authorized capital

Issuer’s equity interest in person’s authorized capital, %: 85

Person’s ordinary share fraction held by issuer, %: 85

The person’s equity interest in the Issuer’s authorized capital, %: 0

Issuer’s ordinary share fraction held by person, %: 0

Description of company’s main business activity. Description of company’s value for issuer’s activity:
production and marketing of milk and sour milk products.

Company’s Board of Directors (Supervisory Board)

Full name	Year of birth	The person’s equity interest in the Issuer’s authorized capital, %	The Issuer’s ordinary shares held by the person, %
Konstantin Sergeevich Golikov	1973
Roman Viktorovich Bolotovskiy	1969
Albert Maratovich Khaziev	1977
Oleg Yegorovich Kuzmin	1969
Marat Galievich Ibragimov	1958

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Company’s sole executive body

Full name

Year of

birth

The
person’s

equity

interest in
the Issuer’s

authorized

capital, %

The

Issuer’s
ordinary
shares held
by the
person, %

Vasiliy Aleksandrovich Chernyshov

1982

Company’s collective executive body

No collective executive body

Full company name: Foreign Limited Liability Company WIMM-BILL-DANN TOSHKENT

Abbreviated company name: FC LLC WBD TOSHKENT

Location

26 Zargarlik, massiv Chilanzar, Akmal-Ikramovsky District, Tashkent 700131, Uzbekistan

Subsidiary: Yes

Dependent company: No

Reason for a company to be recognized as a subsidiary or dependent company in relation to issuer: prevailing participation of issuer in company’s authorized capital

Issuer’s equity interest in person’s authorized capital, %: 100

The person’s equity interest in the Issuer’s authorized capital, %: 0

Issuer’s ordinary share fraction held by person, %: 0

Description of company’s main business activity. Description of company’s value for issuer’s activity:
production and marketing of milk and sour milk products.
Produces and markets products under trademarks owned by Issuer

Company’s Board of Directors (Supervisory Board)

Board of Directors (Supervisory Board) is not prescribed by the charter

Company’s sole executive body

Full name

Year of

birth

The

person’s
equity
interest in
the Issuer’s
authorized

capital, %

The
Issuer’s

ordinary
shares held
by the
person, %

Makhmudzhan Mukhamedzhanovich Yunusov

Company’s collective executive body

No collective executive body

Full company name: Open Joint-Stock Company Wimm-Bill-Dann Ukraine

Abbreviated company name: OJSC WBD Ukraine

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Location

7 Promyshlennaya, Vishnevoe, Kiev Region 255500 Ukraine

Subsidiary: Yes

Dependent company: No

Reason for a company to be recognized as a subsidiary or dependent company in relation to issuer: prevailing participation of issuer in company’s authorized capital

Issuer’s equity interest in person’s authorized capital, %: 97.12

Person’s ordinary share fraction held by issuer, %: 97.12

The person’s equity interest in the Issuer’s authorized capital, %: 0

Issuer’s ordinary share fraction held by person, %: 0

Description of company’s main business activity. Description of company’s value for issuer’s activity:
Produces and markets products under trademarks owned by Issuer

Company’s Board of Directors (Supervisory Board)

Full name	Year of birth	The person’s equity interest in the Issuer’s authorized capital, %	The Issuer’s ordinary shares held by the person, %
Timofey Vladimirovich Tarasov	1978
Aleksandr Sergeevich Orlov	1948
Sergey Arkadyevich Plastinin	1968
David Yakobashvili (chaiman)	1957
Valeriy Nikolaevich Kuprienko	1950

Company’s sole executive body

Full name

Year of
birth

The
person’s

equity
interest in
the Issuer’s
authorized
capital, %

The
Issuer’s
ordinary
shares held
by the
person, %

Andrey Vladimirovich Naumov

1975

Company’s collective executive body

No collective executive body

Additional information.

As of the date of the present Quarter report execution the board of directors is completely reelected.

Full company name: Limited Liability Partnership Company Company Wimm-Bill-Dann Central Asia-Almata

Abbreviated company name: LLPC Wimm-Bill-Dann Central Asia-Almata

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Location

93D Burundayskaya, Almata, Republic of Kazakhstan 050011 Russia

TIN:

PSRN:

Subsidiary: Yes

Dependent company: No

Reason for a company to be recognized as a subsidiary or dependent company in relation to issuer: prevailing participation of issuer in company’s authorized capital

Issuer’s equity interest in person’s authorized capital, %: 100

Person’s ordinary share fraction held by issuer, %:

The person’s equity interest in the Issuer’s authorized capital, %: 0

Issuer’s ordinary share fraction held by person, %: 0

Description of company’s main business activity. Description of company’s value for issuer’s activity:
produces and markets products under trademarks owned by Issuer

Company’s Board of Directors (Supervisory Board)

No Board of Directors (Supervisory Board)

Company’s sole executive body

Full name

Year of

birth

The
person’s
equity
interest in
the Issuer’s
authorized
capital, %

The
Issuer’s
ordinary
shares held
by the
person, %

Denis Sergeevich Mironov

1978

Company’s collective executive body

No collective executive body

Full company name: Open Joint-Stock Company Bishkeksut

Abbreviated company name: OJSC Bishkeksut

Location

12A Prospect Chuy, Bishkek, Kyrgyz Republic 720005, Russia

TIN:

PSRN:

Subsidiary: No

Dependent company: Yes

Reason for a company to be recognized as a subsidiary or dependent company in relation to issuer: issuer owns 20% of the company’s authorized capital

Issuer’s equity interest in person’s authorized capital, %: 39.7

Person’s ordinary share fraction held by issuer, %: 39.7

The person’s equity interest in the Issuer’s authorized capital, %: 0

Issuer’s ordinary share fraction held by person, %: 0

Description of company’s main business activity. Description of company’s value for issuer’s activity:
produces and markets products under trademarks owned by Issuer

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Company’s Board of Directors (Supervisory Board)

Full name	Year of birth	The person’s equity interest in the Issuer’s authorized capital, %	The Issuer’s ordinary shares held by the person, %
Dmitriy Vladimirovich Ivanov	1967
Aleksandr Emmanuilovich Tsyplyakov	1976
Timofey Vladimirovich Tarasov	1978
Kudriavtsev Anton Victorovich	1982
Kuprienko Valery Nikolaevich	1950

Company’s sole executive body

Full name

Year of
birth

The
person’s

equity

interest in
the Issuer’s
authorized

capital, %

The

Issuer’s
ordinary
shares held

by the

person, %

Margarita Nikolaevna Rumyantseva

1958

Company’s collective executive body

No collective executive body

Additional information.

As of the date of the present Quarter report execution the board of directors is completely reelected.

Full company name: Subsidiary Closed Joint-Stock Company Karasukskoe moloko

Abbreviated company name: SCJSC Karasukskoe moloko

Location

Radishcheva 16, Karasuk, Novosibirsk Region 632863, Russia

TIN:

PSRN: 1025404181032

Subsidiary: No

Dependent company: Yes

Reason for a company to be recognized as a subsidiary or dependent company in relation to issuer: issuer owns 20% of the company’s authorized capital

Issuer’s equity interest in person’s authorized capital, %: 37.97

Person’s ordinary share fraction held by issuer, %: 37.97

The person’s equity interest in the Issuer’s authorized capital, %: 0

Issuer’s ordinary share fraction held by person, %: 0

Description of company’s main business activity. Description of company’s value for issuer’s activity:
produces and markets products under trademarks owned by Issuer

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Company’s Board of Directors (Supervisory Board)

Full name	Year of birth	The person’s equity interest in the Issuer’s authorized capital, %	The Issuer’s ordinary shares held by the person, %
Dmitriy Vladimirovich Mironchikov	1976
Aleksandr Pavlovich Gofman	1956
Oleg Yegorovich Kuzmin	1969
Viktor Ivanovich Kiba	1951
Sergey Arkadyevich Plastinin	1968

Company’s sole executive body

Full name

Year of
birth

The

person’s

equity
interest in
the Issuer’s

authorized

capital, %

The
Issuer’s
ordinary
shares held
by the
person, %

Viktor Ivanovich Kiba

1951

Company’s collective executive body

No collective executive body

Additional information.

As of the date of the present Quarter report execution the board of directors is completely reelected.

Full company name: Limited Liability Company Wimm-Bill-Dann Finance

Abbreviated company name: LLC WBD Finance

Location

13 Solyanka, bld. 2, Moscow 109028, Russia

TIN: 7709768099

PSRN: 1077763213000

Subsidiary: Yes

Dependent company: No

Reason for a company to be recognized as a subsidiary or dependent company in relation to issuer: prevailing participation of issuer in company’s authorized capital

Issuer’s equity interest in person’s authorized capital, %: 100

The person’s equity interest in the Issuer’s authorized capital, %: 0

Issuer’s ordinary share fraction held by person, %: 0

Description of company’s main business activity. Description of company’s value for issuer’s activity:
consulting on issues of commercial activity and financial resources and risks

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management, and of corporate finance of companies which along with the company comprise one group of persons

Company’s Board of Directors (Supervisory Board)

No Board of Directors (Supervisory Board)

Company’s sole executive body

Full name

Year of
birth

The
person’s

equity
interest in
the Issuer’s
authorized

capital, %

The
Issuer’s
ordinary
shares held
by the

person, %

Aleksandr Emmanuilovich Tsyplyakov

1976

Company’s collective executive body

No collective executive body

Full company name: Limited Liability Company Yessentukskiy zavod mineralnykh vod na KMV

Abbreviated company name: LLC YeZMV na KMV

Location

141 Pyatigorskaya, Yessentuki, Stavropol Kray 357600, Russia

TIN:

PSRN:

Subsidiary: Yes

Dependent company: No

Reason for a company to be recognized as a subsidiary or dependent company in relation to issuer: prevailing participation of issuer in company’s authorized capital

Issuer’s equity interest in person’s authorized capital, %: 81

The person’s equity interest in the Issuer’s authorized capital, %: 0

Issuer’s ordinary share fraction held by person, %: 0

Description of company’s main business activity. Description of company’s value for issuer’s activity:
Producing and marketing of mineral water

Company’s Board of Directors (Supervisory Board)

No Board of Directors (Supervisory Board)

Company’s sole executive body

Full name

Year of

birth

The

person’s

equity
interest in
the Issuer’s
authorized
capital, %

The
Issuer’s
ordinary
shares held
by the
person, %

Aleksandr Viktorovich Nosov

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Company’s collective executive body

No collective executive body

3.6. Composition, structure and value of the Issuer’s fixed assets, information on plans for purchase, replacement, retirement of fixed assets as well as on all facts of encumbrance of the Issuer’s fixed assets

3.6.1. Fixed assets

For 2010:

Measuring unit: thousand rubles

Group of fixed assets	Original (replacemen t) cost	Accrued depreciation
Buildings	8 475	0
Capital expenditures for land improvement	129	0
Machinery and equipment	99 401	71 760
Production and organizational stock	13 677	9 497
Transport facilities	20 481	13 840
Total	142 163	95 097

Information on the methods of accruing depreciation charges for groups of fixed assets:

Reporting date: 31.12.2010

As of the expiry date of reporting period:

Measuring unit: thousand rubles

Group of fixed assets	Original (replacemen t) cost	Accrued depreciation
Buildings	8 475	0
Capital expenditures for land improvement	84 183	68 375
Machinery and equipment	13 579	9 882
Production and organizational stock	4 026	2 668
Transport facilities	129	0
Total	110 392	80 925

Information on the methods of accruing depreciation charges for groups of fixed assets:

Reporting date: 31.03.2011

Last revaluation results for the fixed assets and assets on long-term lease collected for 5 completed financial years that proceeded the reporting quarter or for each completed financial year that precedes the reporting quarter if the Issuer implements its operations during less than 5 years, and for the reporting quarter:

Reevaluation of the fixed assets for the specified period was not implemented

Specify information on the plans of purchasing, replacing, retiring of fixed assets with the value equaling or exceeding 10 percent of the Issuer’s fixed assets, and other fixed assets at the Issuer’s discretion, as well as information on all the facts of charging the issuer’s fixed assets (specifying type of charging, event of charging, period of validity, and other terms at the issuer’s discretion) existing as of the date of the last completed reporting period:

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IV. Information on the Issuer’s financial and economic operations

4.1. Results of the Issuer’s financial and economic operations

4.1.1. Profit and losses

Measuring unit: thousand rubles

Index	2006	2007	2008	2009	2010	2011, 3 months
Proceeds	14 278 306	44 538 879	56 055 358	25 199 299	2 700 716	833 532
Gross profit	3 417 733	9 829 989	12 461 879	5 834 167	2 035 018	730 611
Net profit (undistributed profit / uncovered loss)	596 238	977 488	1 764 484	2 368 608	1 027 687	-1 117 877
Profitability of equity capital, %	9.9	14.27	20.25	21.58	9.66	-11.74
Profitability of assets, %	3.15	4.31	5.67	8.47	2.61	-2.78
Net profitability ratio, %	4.18	2.19	3.15	9.4	38.05	-134.11
Profitability of products (sales), %	4.63	4.02	5.77	9.58	30.2	-115.92
Ratio of capital turnover	1.1	4.51	2.95	1.36	0.07	0.02
Uncovered loss as of the reporting date	0	0	0	0	0	0
Ratio of uncovered loss as of the reporting date and balance currency	0	0	0	0	0	0

Economic profitability/unprofitability analysis of the Issuer based on the dynamics of the given indices. Among other things it discloses information on the reasons which, according to the Issuer’s management, have resulted to profit/losses of the Issuer which are reflected in the accounting reports as of the expiry date of reporting quarter as compared with the same period of the previous year (previous years):

4.1.2. Factors which had impact on the change of amount of the earnings obtained from the Issuer’s selling of goods, products, works, services, as well as on the Issuer’s profit (loss) obtained from main operations

The Issuer’s core business consists in distribution of the outsourced manufacturers’ goods both in the territory of the Russian Federation and in the CIS countries. However, its share in Q1, 2011 was equal to 13.3 in the total proceeds volume.

The Company renders services for assignment for use of proprietary trademarks by way of entering into license agreements both in the territory of the Russian Federation and in the CIS countries. Their share in Q1, 2011 was equal to 86.6 %.

4.2. The Issuer’s liquidity, sufficiency of capital and current assets

Measuring unit: thousand rubles

Index	2006	2007	2008	2009	2010	2011, 3 months
Own current assets	-7 269 926	-3 406 535	-8 385 389	-1 437 844	-17 099 090	-18 830 365
Fixed assets index	2.21	1.5	1.97	1.32	2.63	2.98
Current liquidity coefficient	0.95	0.97	1.16	1.66	4.07	2.49
Quick liquidity coefficient	0.78	0.86	1.04	1.64	3.95	2.44
Owned assets autonomy coefficient	0.32	0.3	0.72	0.39	0.27	0.24

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Economic analysis of the Issuer’s liquidity and solvency based on the economic dynamics analysis of the stated indices:

4.3. Amount and structure of the Issuer’s capital and current assets

4.3.1. Amount and structure of the Issuer’s capital and current assets

Measuring unit: thousand rubles

Index	2006	2007	2008	2009	2010	2011, 3 months
Amount of the authorized capital	880 000	880 000	880 000	880 000	880 000	880 000
Total cost of the Issuer’s treasury shares repurchased by the Issuer for further resale (transfer)	0	0	0	0	0	0
Percentage of the Issuer’s treasury shares repurchased for further resale (transfer) from allocated shares (authorized capital) of the Issuer	0	0	0	0	0	0
Amount of the Issuer’s reserve capital formed due to the profit tax paid by the issuer	34 103	44 000	44 000	44 000	44 000	44 000
Amount of the Issuer’s additional capital that reflects growth of the assets value identified according to the results of revaluation, as well as amount of the difference between the sale price (placing price) and nominal value of the Company’s shares due to the sale of shares at the price exceeding the nominal value	4 958 622	4 958 622	4 958 622	4 958 622	4 958 622	4 958 622
Amount of the Issuer’s undistributed net profit	139 685	967 356	954 683	4 939 524	4 647 211	352 933
Total amount of the Issuer’s capital	6 012 410	6 849 978	6 837 305	10 822 146	10 529 833	9 411 955

Amount of the authorized capital stated in this paragraph corresponds to the data of the Issuer’s founding documents.

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Structure and amount of the Issuer’s current assets in accordance with the Issuer’s accounting reports:

Index	2006	2007	2008	2009	2010	2011, 3 months
Current assets TOTAL	5 593 610	12 399 593	14 151 527	15 555 486	11 706 212	11 871 320
Reserves	999 215	1 340 953	1 407 259	69 499	324 139	211 533
Value-added tax for the purchased valuables	31 848	65 127	72 138	45 316	31 023	27 181
Accounts receivable (which are to be paid more than 12 months after the reporting date)	0	0	0	0	0	0
Accounts receivable (which are to be paid within 12 months after the reporting date)	2 831 356	3 968 305	5 848 038	7 790 470	9 787 149	9 969 343
Short-term financial investments	892 497	6 470 619	3 682 024	5 116 411	1 539 546	1 587 190
Cash assets	838 590	552 855	3 137 337	2 533 648	24 355	76 073
Other current assets	104	1 734	4 731	32	0	0

Sources of the Issuer’s current assets financing (own sources, loans, credits):

The Issuer’s policy aimed at the current assets financing and the factors which may result in changing the current assets financing policy, as well as estimation of their emergence possibility:

4.3.2. The Issuer’s financial investments

For 2010:

List of the Issuer’s financial investments which comprise 10 percent or more of all the financial investments of the Issuer as of the reporting period expiry date:

Kind of securities: shares

Full company name of the Issuer: Open Joint-Stock Company Wimm-Bill-Dann

Abbreviated company name of the Issuer: OJSC WBD

Location: 108 Dmitrovskoe shosse, Moscow 127591, Russia

Date of public registration of the emission (emissions)		Registration number		Registering authority
02.06.1993		1-01-01328-A		Federal Financial Markets Service of the Russian Federation

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Investments into non-equity securities:

Other financial investments:

Financial investment is a share in the authorized (share) capital

Full name of the commercial organization in which the Issuer has a share in the authorized (share) capital (fund): Limited Liability Company Wimm-Bill-Dann Finance

Abbreviated company name: LLC WBD Finance

Location: 13 ul. Solyanka., Bld. 2, Moscow 109028, Russia

TIN: 7709768099

PSRN: 1077763213000

Investment amount in money terms:

Currency: RUR

Information on the amount of potential losses related to the bankruptcy of organizations (companies) into which the Issuer invested for each kind of the specified investments:

Information on the losses is provided in the Issuer’s report on financial investments reflected in the Issuer’s accounting reports for the period from the beginning of the reporting year till the last reporting quarter expiry date:

Accounting reports standards (rules) in accordance therewith the Issuer made calculations reflected in this paragraph of the quarterly report:

As of the expiry date of reporting quarter:

List of the Issuer’s financial investments which comprise 10 percent or more of all the financial investments of the Issuer as of the reporting period expiry date:

Investments into equity securities:

Kind of securities: shares

Full company name of the Issuer: Open Joint-Stock Company Wimm-Bill-Dann

Abbreviated company name of the Issuer: OJSC WBD

Location: 108 Dmitrovskoe shosse, Moscow 127591, Russia

Date of public registration of the emission (emissions)		Registration number		Registering authority
02.06.1993		1-01-01328-A		Federal Financial Markets Service of the Russian Federation

Amount of securities owned by the Issuer, RUR: 425,900

Total nominal value of securities owned by the Issuer, RUR: 425,900

Total balance value of securities owned by the Issuer: 7 676 714

Investments into non-equity securities:

Investments into non-equity securities that make up 10 percent or more of all the financial investments are absent

Other financial investments:

Financial investment is a share in the authorized (share) capital

Full name of the commercial organization in which the Issuer has a share in the authorized (share) capital (fund): Limited Liability Company Wimm-Bill-Dann Finance

Abbreviated company name: LLC WBD Finance

Location: 13 ul. Solyanka., Bld. 2, Moscow 109028, Russia

TIN: 7709768099

PSRN: 1077763213000

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Investment amount in money terms: 13 500 100

Currency: RUR

Investment amount in percentage of the authorized (share) capital (fund): 100

Size of income from the investment object or procedure of its calculation, payment term:

Information on the amount of potential losses related to the bankruptcy of organizations (companies) into which the Issuer invested for each kind of the specified investments:

Accounting reports standards (rules) in accordance therewith the Issuer made calculations reflected in this paragraph of the quarterly report:

4.3.3. Issuer’s intangible assets

For 2010:

Measuring unit: thousand rubles

Intangible asset group title	Original (replacement) cost	Accrued depreciation
Trademarks	34 352	15 885
Software, SQL	28 163	19 149
Other	11 020	5 038

Accounting standards (rules) according to which the Issuer provides information on its intangible assets:

As of the expiry date of reporting quarter:

Measuring unit: thousand rubles

Intangible asset group title	Original (replacement) cost	Accrued depreciation
Trademarks	40 217	16 746
Software, SQL	31 439	20 240
Other	7 783	4 850

Accounting standards (rules) according to which the Issuer provides information on its intangible assets:

4.4. Information on the Issuer’s policy and expenditures in the field of the scientific and engineering development, in relation to licenses and patents, new developments and researches

1. Information on the creation of intellectual property objects in Q1, 2011

1.1. Trademarks registration applications filed:

o Russia - 2 applications,

o No international applications or applications for registration in any foreign state were filed.

1.2. No applications for patents granting in the Russian Federation and abroad were filed with regard to any industrial samples, inventions and useful models.

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