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Deutsche
Bank Trust Company Americas
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Attention:
ADR Department
60
Wall Street,
New
York, New York 10005
(212)
250-9100
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It
is proposed that this filing become effective under Rule
466:
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x
immediately
upon filing.
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o
on
(Date) at
(Time).
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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 ADS
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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, nominal value EUR
2.00,
of Akzo Nobel
N.V.
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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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Item
Number and Caption
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Location
in Form of American Depositary Receipt ("Receipt")
Filed Herewith as Prospectus
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1.
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Name
and address of depositary
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Face
of Receipt, Introductory article
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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 Receipt, Top center
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Terms
of Deposit:
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(i)
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The
amount of deposited securities represented by one unit of American
Depositary Receipts
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Face
of Receipt, Upper right corner
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(ii)
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The
procedure for voting the deposited securities
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Reverse
of Receipt, Paragraph (16) and (17)
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(iii)
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The
collection and distribution of dividends
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Reverse
of Receipt, Paragraph (14)
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(iv)
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The
transmission of notices, reports and proxy soliciting
material
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Face
of Receipt, Paragraph (13)
Reverse
of Receipt, Paragraph (16)
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(v)
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The
sale or exercise of rights
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Reverse
of Receipt, Paragraphs (14) and (16)
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(vi)
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The
deposit or sale of securities resulting from dividends, splits or
plans of
reorganization
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Face
of Receipt, Paragraphs (3) and (6)
Reverse
of Receipt, Paragraphs (14) and (18)
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(vii)
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Amendment,
extension or termination of the deposit arrangement
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Reverse
of Receipt, Paragraphs (22) and (23) (no provision for
extension)
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(viii)
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Rights
of holders of the American Depositary Receipts to inspect the transfer
books of the depositary and the list of holders of
Receipts
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Face
of Receipt, Paragraph (13)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying
securities
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Face
of Receipt, Paragaraphs (2), (3), (4), (6), (7), (9) and
(10)
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(x)
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Limitation
upon the liability of the depositary
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Face
of Receipt, Paragraph (7)
Reverse
of Receipt, Paragraph (19) and (20)
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3.
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Fees
and Charges
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Face
of Receipt, Paragraph (10)
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Akzo
Nobel N.V. shall publish on its web site (www.akzonobel.com) on
an ongoing
basis, or otherwise furnish 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
Exchange Act. To the extent furnished to the Commission, such reports
and
documents may be inspected and copied at the public reference facilities
maintained by the Commission located at 100 F Street NE, Washington,
DC
20549.
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Reverse
of Receipt, Paragraph (13)
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(a)(1)
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Amended
and Restated Deposit Agreement, dated as of October 15, 1999, by
and among
the Company, Citibank, N.A., as depositary, and all Holders and
Beneficial
Owners of American Depositary Shares evidenced by American Depositary
Receipts issued thereunder (including the form of American Depositary
Receipt to be issued thereunder, attached as Exhibit A thereto).
- Filed
as Exhibit (a) to Form F-6 (File Number 333-112715), and incorporated
herein by reference.
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(a)(2)
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Supplemental
Agreement to Deposit Agreement, dated as of October 18, 2004, by
and among
the Company, Deutsche Bank Trust Company Americas, as successor
depositary
(the "Depositary"), and all Holders and Beneficial Owners from
time to
time of American Depositary Shares evidenced by American Depositary
Receipts issued thereunder (including the form of American Depositary
Receipt to be issued thereunder, attached as Exhibit A thereto).
- Filed
as Exhibit (a)(2) to Form F-6 (File Number 333-119739), and incorporated
herein by reference.
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(a)(3)
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Supplemental
Agreement No. 2 to Deposit Agreement. Filed herewith as Exhibit
(a)(3).
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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. See (a) and (b)
above.
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(d)
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Opinion
of counsel to the Depositary as to the legality of the securities
being
registered. - Filed as Exhibit (d) to Form F-6 (File Number 333-119739),
and 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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(f)
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Powers
of Attorney for certain officers and directors and the authorized
representative of the Company. Set forth on the signature pages
hereto.
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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 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 Amended and Restated Deposit Agreement dated
as of
October 15, 1999, and as supplemented and amended by the Supplemental
Agreement to Deposit Agreement, dated as of October 18, 2004 as
further
supplemented and amended from time to time, for the issuance of
American
Depositary Receipts evidencing American Depositary Shares, each
representing one Ordinary Share, nominal value EUR 2.00, of the
Company.
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Deutsche
Bank Trust Company Americas,
as
Depositary
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By:
/s/Jeff Margolick
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Name:
Jeff Margolick
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Title: Director
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By:
/s/Tom
Murphy
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Name:
Tom Murphy
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Title: Vice
President
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AKZO
NOBEL N.V.
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By:
/s/Rob
Frohn
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Name:
Rob Frohn
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Title: CFO/Member,
Board of Management
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Signature
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Title
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/s/Hans
Wijers
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Chief
Executive Officer and Chairman, Board of Management
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Hans
Wijers
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/s/Rob
Frohn
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Chief
Financial Officer and Member, Board of Management
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Rob
Frohn
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/s/Leif
Darner
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Member
of the Board of Management
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Leif
Darner
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/s/Martin
Potter
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Director
Corporate Control and Principal Accounting Officer
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Martin
Potter
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/s/Steven
J. Miller
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Authorized
Representative in the U.S.
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Steven
J. Miller
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Exhibit
Number
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(a)(3)
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Supplemental
Agreement No. 2 to Deposit Agreement
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(e)
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Rule
466 Certification
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