• Triodos Bank proposes to pay an extraordinary dividend of EUR 1.01 (before withholding tax, if applicable) per Depository Receipt (DR). An amount of EUR 14.4 million, the equivalent to the remaining room to purchase Depository Receipts (‘Market Making Buffer’), is proposed to be distributed to DR holders via this dividend payment
• Withdrawal of the proposed restricted buyback programme for Depository Receipts, including the proposed solidarity arrangement
• Dividend subject to approval by the shareholder at the Extraordinary General Meeting to be scheduled in October 2022

Triodos Bank proposes an extraordinary dividend payment of EUR 1.01 (before withholding tax, if applicable) per Depository Receipt (DR), to the amount of EUR 14.4 million. This amount equals the capital reserved for the buyback programme and solidarity arrangement and will thus be paid back to DR holders.

A restricted buyback programme including a solidarity arrangement was announced in February 2022. Due to unforeseen complexities in the implementation of the programme at the same pace across the five countries where Triodos Bank is active, Triodos Bank has concluded that the restricted buyback programme and the solidarity arrangement can no longer be executed in a timely manner. Due to this serious risk of further delay, the implementation timelines of the listing of the DRs on a Multilateral Trading Facility platform (MTF) would likely be adversely affected. Triodos Bank considers the risk of delay of the MTF listing unacceptable in light of the situation of prolonged suspension of trade affecting the current DR holders. Triodos Bank will continue to take all necessary steps to continue the preparations for a timely launch of the MTF, projected to conclude in the first half of 2023. 

Jeroen Rijpkema, Chair of the Executive Board and CEO of Triodos Bank: 
“While we regret that we cannot execute our intended restricted buyback programme and solidarity arrangement without a serious delay of the intended listing on an MTF, we are pleased that we can distribute the EUR 14.4 million that was earmarked for the programme to our DR-holders by the proposed extraordinary dividend. We remain fully committed to meeting the timelines of implementing the decision to pursue a listing on an MTF, which would allow all depository receipt holders to trade again.”

Payment of the extraordinary dividend is planned for one week after the EGM in October 2022, subject to approval by the shareholder. 

Disclaimer

These materials are not for release, distribution, or publication, whether directly or indirectly and whether in whole or in part, in or into the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy any securities of Triodos Bank N.V. (the “Company” and such securities the "Securities") in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of Securities for sale into the United States (or to U.S. Persons, wherever located). The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an applicable exemption from registration. The Company will not be registered in the United States as an investment company under the U.S. Investment Company Act of 1940. No public offering of Securities is being made in the United States.

In the United Kingdom, this document and any other materials in relation to the Securities is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any person or legal entity which is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any amendments and relevant delegated regulations thereto.

No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.

The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.

This announcement does not constitute a prospectus. Any offer to acquire Securities pursuant to the proposed offering, if any, will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the Netherlands in connection with such offering. If and when made generally available, copies of the prospectus may be obtained through the website of the Company.

About Triodos Bank

Founded in 1980, Triodos Bank has become a frontrunner in sustainable banking
globally. Triodos Bank is an independent bank that promotes responsible and transparent banking. Triodos Bank believes a focus on people and the planet and a good financial return can go hand in hand. These elements will reinforce each other in the long-term.

Triodos Bank has banking activities in the Netherlands, Belgium, the UK, Spain, and Germany as well as Investment Management activities based in the Netherlands but active globally.

Triodos Bank co-founded the Global Alliance for Banking on Values, a network of 60 sustainable banks. Together these banks want to grow sustainable banking and its impact on the real economy substantially.

Triodos Bank N.V. has a full banking licence and is registered with De Nederlandsche Bank N.V. (the Dutch central bank) and the Autoriteit Financiële Markten (the Dutch Authority for the Financial Markets).

Most recent company information is available on Triodos Bank’s website: www.triodos.com