Contents
Part III
Financial Statements
ING Group Annual Report 2020 on Form 20-F
23
case, the notice given to the holders identifies a means for holders to retrieve or receive the text
of such amendment
(
i.e
., upon retrieval from the SEC’s, the depositary’s or our website or upon request from
the depositary).
The depositary may, and shall at our written direction,
terminate the deposit agreement and the ADRs by mailing
notice of such termination to the ADR holders at least 30 days prior to the date fixed in such notice for such
termination; provided, however,
if the depositary shall have (i) resigned as depositary, notice of such termination by
the depositary shall not be provided to ADR holders unless a successor depositary shall not be operating under the
deposit agreement within 60 days of the date of such resignation, or (ii) been removed as depositary,
notice of such
termination by the depositary shall not be provided to ADR holders unless a successor depositary shall not be
operating under the deposit agreement on the 60
th
day after our notice of removal was first provided to the
depositary. After the date so fixed
for termination, the depositary and its agents will perform no further acts under
the deposit agreement and the ADRs, except to receive and hold (or sell) distributions on deposited securities and
deliver deposited securities being withdrawn.
As soon as practicable after the expiration of 6 months from the date
so fixed for termination, the depositary shall sell the deposited securities and shall thereafter (as long as it may
lawfully do so) hold in a segregated or unsegregated account the net proceeds of such sales, together with any
other
cash then held by it under the deposit agreement, without liability for interest, in trust for the pro rata
benefit of the
holders of ADRs not theretofore surrendered.
After making such sale, the depositary shall be discharged from all
obligations in respect of the deposit agreement and the ADRs, except to account for such net proceeds and other
cash.
After the date so fixed for termination, we shall be discharged from all obligations under the deposit agreement
except for our obligations to the depositary and its agents.
In the event that the depositary resigns, is removed or is otherwise substituted, and a successor thereto is appointed,
the successor depositary will promptly mail you notice of such appointment.
Liability of Holder for Taxes
If any tax or other governmental charges (including any penalties and/or interest)
become payable by the custodian or
the depositary with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or any
distribution thereon, such tax or other governmental charge will be paid by the holder thereof to the depositary and
by holding or having held an ADR the holder and all prior holders, jointly and severally, agree
to indemnify, defend and
hold harmless each of the depositary and its agents in respect thereof. The depositary may refuse to effect
any
registration, registration of transfer
or any split-up or combination of such ADR or any withdrawal of deposited
securities underlying such ADR until such payment is made. The depositary may also deduct from any dividends or
other distributions or may sell by public or private sale for your account any part or all of the deposited securities
underlying such ADR and may apply such dividends, distributions or the proceeds of any such sale to pay any such tax
or other governmental charges, and the holder of such ADR shall remain liable for any deficiency,
and the depositary
shall reduce the number of ADSs evidenced thereby to reflect any such sales of shares. In connection with any
distribution to holders, we will remit to the appropriate governmental authority or agency all amounts (if any)
required to be withheld and owing to such authority or agency by us; and the depositary and the custodian will remit
to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such
authority or agency by the depositary or the custodian.
If the depositary determines that any distribution in property
other than cash (including shares or rights) on deposited securities is subject to any tax that the depositary or the
custodian is obligated to withhold, the depositary may dispose of all or a portion of such property in such amounts
and in such manner as the depositary deems necessary and practicable to pay such taxes, by public or private sale,
and the depositary shall distribute the net proceeds of any such sale or the balance of any such property after
deduction of such taxes to the holders entitled thereto. Each holder of an ADR or an interest therein agrees to
indemnify the depositary, us, the custodian and any of their respective officers,
directors, employees, agents and
affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect
to
taxes, additions to tax, penalties or interest arising out of any refund
of taxes, reduced rate of withholding at source or
other tax benefit obtained, which obligations shall survive any transfer or surrender of ADSs or the termination
of the
deposit agreement.
Transfer of
American Depositary Receipts
The ADRs are transferable on the books of the depositary,
provided
that the depositary may close the transfer books
or any portion thereof at any time or from time to time when deemed expedient by it, and may also close the
issuance book portion of the transfer books when reasonably requested by us solely in order to enable us to comply
with applicable law. As a condition precedent to the issue, registration, registration
of transfer,
split-up or
combination of any ADR, the delivery of any distribution thereon, or withdrawal of any deposited securities, the
depositary, we or the custodian may require
(i) payment of a sum sufficient to reimburse it for any tax
or other
governmental charge and any stock transfer
or registration fee with respect thereto (including any such tax
or charge
and fee with respect to ordinary shares being deposited or withdrawn) and payment of any applicable fees
payable by
the holders of ADRs under the deposit agreement,
(ii) proof of the identity of any signatory and genuineness of any
signature, (iii) information as to citizenship or residence, exchange
control approval, beneficial ownership of any
securities, compliance with applicable law, regulations, provisions of or governing
the deposited securities and terms
of the deposit agreement and the ADR or other information as it may deem necessary or proper, and (iv) compliance
with such regulations as the depositary may establish consistent with the deposit agreement. The issuance, transfer,
combination or split-up of ADRs or the withdrawal of deposited securities may be suspended, generally or in particular
instances, during any period when the transfer books of the depositary or the books of ING or its agent for the
registration and transfer of ordinary shares are
closed or if any such action is deemed advisable by the depositary.
Limitations on Liability
Neither the depositary nor we nor any of our respective directors, officers, employees, agents or affiliates
will be
liable to you if by reason of any provision of any present or future law,
rule, regulation, fiat, order or decree of the
United States, The Netherlands or any other country or jurisdiction, or of any other governmental or regulatory
authority or securities exchange or market or automated quotation system,
or by reason of any provision of or
governing any deposited securities or any provision of our charter,
or by reason of any act of God, war, terrorism,
nationalization, expropriation, currency restrictions, work stoppage, strike,
civil unrest, revolutions, rebellions,
explosions, computer failure or circumstance beyond any such party’s
direct and immediate control, the depositary,
we or any of our respective directors, employees, agents or affiliates
shall be prevented or delayed in performing, or
shall be subject to any civil or criminal penalty in connection with, any act which by the terms of the deposit