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Scott
A. Ziegler, Esq.
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Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
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| x immediately upon filing | ||
| o on___ at ___ |
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Title
of each class of
Securities
to be registered
|
Amount
To
be registered
|
Proposed
maximum aggregate price per unit (1)
|
Proposed
maximum
aggregate
offering price (2)
|
Amount
of
registration
fee
|
|
American
Depositary Shares evidenced by American Depositary Receipts,
each American
Depositary Share representing one-third of one ordinary share
of E.ON
AG
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n/a
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n/a
|
n/a
|
n/a
|
|
Item
Number and Caption
|
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
|
|||
| (1) | Name and address of Depositary |
Introductory
paragraph
|
||
| (2) | Title of American Depositary Receipts and identity of deposited securities |
Face
of American Depositary Receipt, top center
|
||
| Terms of Deposit: | ||||
| (i) |
Amount
of deposited securities represented by one unit of American
Depositary Shares
|
Face
of American Depositary Receipt, upper right corner
|
||
| (ii) |
Procedure
for voting, if any, the deposited securities
|
Paragraphs
(4), (12) and (13)
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||
| (iii) |
Collection
and distribution of dividends
|
Paragraphs
(10), (11), and (12)
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||
| (iv) |
Transmission
of notices, reports and proxy soliciting material
|
Paragraphs
(8), (10) and (13)
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| (v) |
Sale
or exercise of rights
|
Paragraph
(11)
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||
| (vi) |
Deposit
or sale of securities resulting from dividends,
splits or plans of reorganization |
Paragraphs
(11) and (14)
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||
| (vii) |
Amendment,
extension or termination of the Deposit Agreement
|
Paragraphs
(16) and (17)
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||
| (viii) |
Rights
of holders of receipts to inspect the transfer books of
the Depositary and the list of Holders of receipts |
Paragraph
(2)
|
||
| (ix) |
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
Paragraphs
(1), (2), (3), (4), (6) and (7)
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||
| (x) |
Limitation
upon the liability of the Depositary
|
Paragraph
(15)
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||
| (3) |
Fees
and Charges
|
Paragraph
(9)
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Item
Number and Caption
|
Location
in Form of American Depositary
Receipt Filed Herewith as Prospectus |
|
|
(b)
Statement
that E.ON AG is subject to the periodic reporting requirements of
the
Securities Exchange Act of 1934 and, accordingly, files certain reports
with the Commission -- and that such reports can be inspected by
holders
of American Depositary Receipts and copied at public reference facilities
maintained by the Commission in Washington, D.C.
|
Paragraph
(10)
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| (a)(1) | Deposit Agreement. Deposit Agreement dated as of October 7, 1997 among E.ON AG (formerly known as VEBA Aktiengesellschaft) (the "Company"), JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as Exhibit (a) to Registration Statement on Form F-6 (333-7650) filed with the Securities and Exchange Commission, which is incorporated herein by reference. | ||
| (a)(2) | Amendment No. 1 to Deposit Agreement. Form of Amendment No. 1 to Deposit Agreement. Previously filed as Exhibit (a)(2) to Registration Statement on Form F-6 (333-123261) filed with the Securities and Exchange Commission, which is incorporated herein by reference. | ||
| (a)(3) | Amendment No. 2 to Deposit Agreement. Form of Amendment No. 2 to Deposit Agreement, including the form of ADR as amended thereby, is filed herewith as Exhibit (a)(3). | ||
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not applicable. | ||
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not applicable. | ||
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed as Exhibit (d) to Registration Statement on Form F-6 (333-123261) filed with the Securities and Exchange Commission, which is incorporated herein by reference. | ||
| (e) | Certification under Rule 466. Filed herewith as Exhibit (e). |
|
(a)
|
The
Depositary hereby undertakes to make available at the principal
office of
the Depositary in the United States, for inspection by holders
of the
American Depositary Receipts, any reports and communications received
from
the issuer of the deposited securities which are both (1) received by
the Depositary as the holder of the deposited securities, and
(2) made generally available to the holders of the underlying
securities by the issuer.
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|
(b)
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If
the amounts of fees charged are not disclosed in the prospectus,
the
Depositary undertakes to prepare a separate document stating the
amount of
any fee charged and describing the service for which it is charged
and to
deliver promptly a copy of such fee schedule without charge to anyone
upon
request. The Depositary undertakes to notify each registered holder
of an
American Depositary Receipt thirty days before any change in the
fee
schedule.
|
| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
| By: |
JPMORGAN
CHASE BANK, N.A., as
|
|
|
Depositary
|
||
| By: |
/s/Joseph
M. Leinhauser
|
|
| Name: | Joseph M. Leinhauser | |
| Title: | Vice President | |
|
|
||
| E.ON AG | ||
| By: |
/s/
Dr. Erhard
Schipporeit
|
|
| Name: | Dr. Erhard Schipporeit | |
| Title: | Chief Financial Officer | |
| By: |
/s/
Dr. Verena
Volpert
|
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| Name: | Dr. Verena Volpert | |
| Title: | Senior Vice President Finance |
|
Signatures
|
Title
|
|||
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*
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||||
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Dr. Wulf-H.
Bernotat
|
Chairman
of the Board of
Management
and Chief Executive Officer
|
|||
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/s/Dr.
Burckhard Bergmann
|
||||
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Dr. Burckhard
Bergmann
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Member
of the Management Board
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|||
|
*
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||||
|
Dr. Hans
Michael Gaul
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Member
of the Management Board
|
|||
|
*
|
||||
|
Dr. Manfred
Krüper
|
Member
of the Management Board
|
|||
|
*
|
||||
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Dr. Erhard
Schipporeit
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Member
of the Management Board and Chief Financial Officer
|
|||
|
*
|
||||
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Dr.
Johannes Teyssen
|
Member
of the Management Board
|
|||
|
*
|
||||
|
Georg
Budenbender
|
Authorized
Representative in
the
United States
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|||
|
Exhibit
Number
|
Sequentially
Numbered Page |
|
|
(a)(3)
|
Form
of Amendment No. 2 to Deposit Agreement
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|
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(e)
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Rule
466 Certification
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