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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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Title
of each class of
Securities
to be registered
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Amount
To
be registered
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Proposed
maximum aggregate price per unit
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Proposed
maximum
aggregate
offering price
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Amount
of
registration
fee
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American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing one ordinary share of E.ON
AG
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n/a
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n/a
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n/a
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n/a
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Location
in Form of American Depositary
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Item
Number and Caption
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Receipt
Filed Herewith as Prospectus
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(1)
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Name
and address of Depositary
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Introductory
paragraph
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(2)
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Title
of American Depositary Receipts and identity of deposited
securities
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Face
of American Depositary Receipt, top center
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Terms
of Deposit:
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(i)
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Amount
of deposited securities represented by one unit of American Depositary
Shares
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Face
of American Depositary Receipt, upper right corner
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(ii)
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Procedure
for voting, if any, the deposited securities
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Paragraphs
(4), (12) and (13)
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(iii)
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Collection
and distribution of dividends
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Paragraphs
(10), (11), and (12)
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(iv)
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Transmission
of notices, reports and proxy soliciting material
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Paragraphs
(8), (10) and (13)
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(v)
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Sale
or exercise of rights
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Paragraph
(11)
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(vi)
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Deposit
or sale of securities resulting from dividends, splits or plans
of
reorganization
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Paragraphs
(11) and (14)
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(vii)
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Amendment,
extension or termination of the Deposit Agreement
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Paragraphs
(16) and (17)
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(viii)
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Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of receipts
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Paragraph
(2)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying
securities
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Paragraphs
(1), (2), (3), (4), (6) and (7)
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(x)
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Limitation
upon the liability of the Depositary
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Paragraph
(15)
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(3)
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Fees
and Charges
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Paragraph
(9)
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Item
Number and Caption
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Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
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(b)
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Statement
that the Company publishes on its web site (www.eon.com) on an
ongoing
basis, or otherwise furnishes the United States Securities and
Exchange
Commission (the "Commission") with, certain public reports and
documents
required by foreign law or otherwise under Rule 12g3-2(b) under
the
Securities Exchange Act of 1934
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Paragraph
(10)
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(a)(1)
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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.
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(a)(2)
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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.
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(a)(3)
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Amendment
No. 2 to Deposit Agreement.
Form
of Amendment No. 2 to Deposit Agreement. Previously filed as Exhibit
(a)(3) to Post Effective Amendment to Registration Statement on
Form F-6
(333-123261) filed with the Securities and Exchange Commission,
which is
incorporated herein by
reference.
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(a)(4)
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Amendment
No. 3 to Deposit Agreement.
Form
of Amendment No. 3 to Deposit Agreement, including the form of
ADR as
amended thereby, is filed herewith as Exhibit
(a)(4).
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(b)
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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.
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(c)
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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.
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(d)
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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.
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(e)
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Certification
under Rule 466. Filed
herewith as Exhibit (e).
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(a)
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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.
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Legal
entity created by the form of Deposit Agreement for the issuance
of ADRs
evidencing American Depositary Shares
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By:
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JPMORGAN
CHASE BANK, N.A., as
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Depositary
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By:
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/s/Joseph
M. Leinhauser
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Name:
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Joseph
M. Leinhauser
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Title:
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Vice
President
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E.ON
AG
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By:
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/s/Dr.
Marcus Schenck
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Name:
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Dr.
Marcus Schenck
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Title:
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Chief
Financial Officer
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By:
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/s/Dr.
Michael Bangert
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Name:
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Dr.
Michael Bangert
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Title:
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Vice
President Finance
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Signatures
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Title
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/s/Dr. Wulf-H.
Bernotat
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Chief
Executive Officer (CEO)
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Dr. Wulf-H.
Bernotat
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/s/Dr.
Johannes Teyssen
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Vice
Chairman of the Board of Management and
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Dr.
Johannes Teyssen
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Chief
Operating Officer (COO)
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Member
of the Board of Management
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Christoph
Dänzer-Vanotti
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.
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Member
of the Board of Management
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Lutz
Feldmann
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/s/Dr.
Marcus Schenck
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Member
of the Board of Management and
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Dr.
Marcus Schenck
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Chief
Financial Officer
(CFO)
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/s/Denis
Brophy
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Authorized
Representative in
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Denis
Brophy
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the
United
States
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Exhibit
Number
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Sequentially
Numbered
Page
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(a)(4)
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Form
of Amendment No. 3 to Deposit Agreement
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(e)
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Rule
466 Certification
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