|
Scott
A. Ziegler, Esq.
|
|
Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
|
|
x
|
immediately
upon filing
|
||
|
o
|
|
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-tenth of one ordinary share, no par
value, of Allianz SE
|
n/a
|
n/a
|
n/a
|
n/a
|
|
(1)
|
Each
Unit represents one American Depositary
Share.
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(k), such estimate is computed on
the basis of the maximum aggregate fees or charges to be imposed in
connection with the issuance of American Depositary Receipts evidencing
American Depositary Shares.
|
| 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)
|
||
| (iii) |
Collection
and distribution of dividends
|
Paragraphs
(10), (11), and (12)
|
||
| (iv) |
Transmission
of notices, reports and proxy soliciting material
|
Paragraphs
(8), (10) and (13)
|
||
| (v) |
Sale
or exercise of rights
|
Paragraph
(11)
|
||
| (vi) |
Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
|
Paragraphs
(11) and (14)
|
||
| (vii) |
Amendment,
extension or termination of the Deposit Agreement
|
Paragraphs
(16) and (17)
|
||
| (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)
|
||
| (x) |
Limitation
upon the liability of the Depositary
|
Paragraph
(15)
|
||
| (3) | Fees and Charges |
Paragraph
(9)
|
||
|
Item Number and Caption
|
Location
in Form of American Depositary
Receipt Filed Herewith as Prospectus |
|||
| (b) |
Statement
that upon effectiveness of the termination of Allianz SE's reporting
requirements under the Exchange Act, the Company shall publish information
in English required to maintain the exemption from registration under Rule
12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web
site (www.allianz.com.) or through an electronic information delivery
system generally available to the public in its primary trading
market.
|
Paragraph
(10)
|
||
|
|
(a)(1)
|
Form of Deposit
Agreement. Deposit Agreement dated as of November 3, 2000 among
Allianz SE, JPMorgan Chase Bank (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
an Exhibit to Registration Statement No. 333-12750 which is incorporated
herein by reference.
|
|
(a)(2)
|
Form of Amendment to Deposit
Agreement, including form of ADR. Filed
herewith as Exhibit
(a)(2).
|
|
|
(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 an
Exhibit to Registration Statement No. 333-136367 which is incorporated
herein by reference .
|
|
|
(e)
|
Certification under Rule
466. Filed herewith as Exhibit
(e).
|
|
|
(f)
|
Power of
Attorney. Included as part of the signature pages
hereto.
|
|
|
(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.
|
|
|
(b)
|
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
|
||
|
ALLIANZ
SE
|
|||
| By: | /s/ Dr. Paul Achleitner | ||
| Name: |
Dr.
Paul Achleitner
|
||
| Title: |
Member
of the Management Board, CFO
|
||
| By: | /s/ Stephan Theissing | ||
| Name: |
Stephan
Theissing
|
||
| Title: |
Head
of Group Corporate Finance & Treasury
|
|
Signatures
|
Title
|
|
|
*
|
Chairman
of the Management Board
|
|
|
Michael
Diekmann
|
(principal
executive officer)
|
|
|
/s/Dr. Paul
Achleitner
|
||
|
Dr.
Paul Achleitner
|
Member,
Management Board
|
|
|
/s/Oliver
Bäte
|
Member
of the Management Board
|
|
|
Oliver
Bäte
|
(Principal
Financial Officer and Principal Accounting
Officer)
|
|
|
*
|
||
|
Clement
B. Booth
|
Member,
Management Board
|
|
|
*
|
||
|
Enrico
Cucchiani
|
Member,
Management Board
|
|
|
*
|
||
|
Dr.
Joachim Faber
|
Member,
Management Board
|
|
|
/s/Dr.
Christof Mascher
|
||
|
Dr.
Christof Mascher
|
Member,
Management Board
|
|
Dr.
Gerhard Rupprecht
|
Member,
Management Board
|
|
|
Jean-Philippe
Thierry
|
Member,
Management Board
|
|
|
*
|
||
|
Dr.
Werner Zedelius
|
Member,
Management Board
|
|
|
*
|
Authorized
Representative in
|
|
|
Terry
Griffith
|
the
United States
|
| *By: | /s/Stephan Theissing | |
| Name: |
Stephan
Theissing
|
|
| Title: |
Power
of Attorney
|
|
Exhibit
Number
|
Sequentially
Numbered Page
|
||
|
(a)(2)
|
Form
of Amendment to Deposit Agreement.
|
||
|
(e)
|
Rule
466 Certification
|