Scott
A. Ziegler, Esq.
|
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
|
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 the right to receive one share of
class B
common stock of Aktiebolaget Volvo\Publ\
|
N/A
|
N/A
|
N/A
|
N/A
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(1)
|
Each
Unit represents 100 American Depositary
Shares.
|
(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
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Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
|
|
(1) Name
and address of Depositary
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Introductory
paragraph
|
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(2) Title
of American Depositary Receipts and identity of deposited
securities
|
Face
of American Depositary Receipt, top center
|
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Terms of Deposit:
|
||
(i)
Amount
of deposited securities represented by one unit
of American Depositary Shares
|
Face
of American Depositary Receipt, upper right corner
|
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(ii)
Procedure
for voting, if any, the deposited securities
|
Paragraph
(12)
|
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(iii)
Collection
and distribution of dividends
|
Paragraphs
(4), (5), (7) and (10)
|
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(iv)
Transmission
of notices, reports and proxy
soliciting material
|
Paragraphs
(3), (8) and (12)
|
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(v)
Sale
or exercise of rights
|
Paragraphs
(4), (5) and (10)
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(vi)
Deposit
or sale of securities resulting from dividends,
splits or plans of reorganization
|
Paragraphs
(4), (5), (10) and (13)
|
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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
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Paragraph
(3)
|
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(ix) Restrictions
upon the right to deposit or withdraw
the underlying securities
|
Paragraphs
(1), (2), (4), and (5)
|
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(x)
Limitation
upon the liability of the Depositary
|
Paragraph
(14)
|
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(3) Fees
and Charges
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Paragraph
(7)
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Item
Number and Caption
|
Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus
|
|
(b)
Statement
that Aktiebolaget Volvo\Publ\ shall
publish on its web site (www.volvo.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 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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Paragraph
(8)
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(a) |
Form
of Deposit Agreement.
Form
of Amended and Restated Deposit Agreement dated as of November ,
2004
among Aktiebolaget Volvo, JPMorgan Chase Bank, N.A., 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 333-121846 and incorporated herein by reference.
|
(a)(2) |
Form
of Amendment
to Deposit Agreement,
is 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 exhibit (d) to Registration Statement
333-141967.
|
(e) |
Certification
under Rule 466.
Filed herewith as Exhibit (e).
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(f) |
Power
of Attorney.
Included as part of the signature pages
hereto.
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(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
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By: | /s/Melinda L. VanLuit | |
Name: Melinda L. VanLuit |
||
Title: Vice President |
AKTIEBOLAGET VOLVO\PUBL\ | ||
|
|
|
By: | /s/Eva Persson . | |
Name: Eva Persson |
||
Title: Senior Vice President & General Counsel |
|
|
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By: | /s/Pär Östberg . | |
Name: Pär Östberg |
||
Title: Senior Vice President & CFO |
Name
|
Title
|
|
/s/Finn
Johnsson*
|
Chairman
of the Board of Directors
|
|
Finn
Johnsson
|
||
/s/Per-Olof
Eriksson*
|
Director
|
|
Per-Olof
Eriksson
|
||
/s/Peter
Bijur*
|
Director
|
|
Peter
Bijur
|
||
/s/Tom
Hedelius*
|
Director
|
|
Tom
Hedelius
|
||
/s/Leif
Johansson*
|
Director,
President of AB Volvo and
|
|
Leif
Johansson
|
Chief
Executive Officer of the Volvo
|
|
Group
(Principal Executive Officer)
|
||
/s/Martin
Linder*
|
Director
|
|
Martin
Linder
|
/s/Louis
Schweitzer*
|
Director
|
|
Louis
Schweitzer
|
||
/s/Philippe
Klein*
|
Director
|
|
Philippe
Klein
|
||
/s/Ying
Yeh*
|
Director
|
|
Ying
Yeh
|
||
/s/Olle
Ludvigsson*
|
Director
|
|
Olle
Ludvigsson
|
||
/s/Johnny
Rönnkvist*
|
Director
|
|
Johnny
Rönnkvist
|
||
Director
|
||
Lars
Westerberg
|
||
Senior
Vice President of AB Volvo and
|
||
Pär Östberg
|
CFO
of the Volvo Group (Principal
|
|
Financial
Officer)
|
*By: | /s/Tomas Ericson | |||
Name: Tomas
Ericson
Title: Power
of Attorney
|
|
|
|
By: | /s/Tomas Ericson. | |
Name: Tomas Ericson |
||
Title:
Authorized Representative in the
United States and President,
Volvo Group North America
|
Exhibit
Number
|
||
(a)(2)
|
Form
of Amendment to Deposit Agreement
|
|
(e)
|
Rule
466 Certification
|