Contents
Part III
ING Group Annual Report 2021 on Form 20-F
26
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deliver deposited securities being withdrawn.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, registrat
ion, 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