Triodos Bank will make an offer to those Depository Receipt Holders who were affected by the suspension of trading. 28 June 2023 is the start date of trading on the MTF after the suspension of trading. Everyone who owned Depository Receipts on that date was therefore likely affected by the suspension of trading and will receive an offer.

The offer is part of a total package that is intended for all Depository Receipt Holders affected by the suspension of trading. It is financially responsible for Triodos Bank and in the interest of all stakeholders. It intends to strike the right balance between addressing the dissatisfaction amongst Depository Receipt Holders regarding the suspension and restoration of tradability and safeguarding Triodos Bank's capacity to achieve its positive impact goals in the interests of all stake-holders.

It is common to capture the agreed terms of settlement in a settlement agreement. A settlement agreement assists all parties to that agreement by providing certainty and it also ensures that every Depository Holder has consistent treatment. By signing a settlement agreement you declare you understand and accept the settlement offer and its terms, including that you will grant Triodos Bank and Triodos Parties final discharge.

(1) Compensation is final.
The amount you will receive will not decrease, but cannot increase either. It is a fixed amount calculated on the basis of each Depository Receipts held by you as at 28 June 2023.

(2) No Complaints in relation to Depository Receipt Claims can be pursued.
You can no longer pursue a Complaint in relation to a Depository Receipt Claim, related litigation, tribunal, adjudication proceedings or other forms of dispute resolution against Triodos Bank and/or Triodos Parties related to a Depository Receipt Claim or co-operate, participate or assist in any such Depository Receipt Claim or Complaint or proceedings.

• Future acts or omissions of Triodos Bank and/or a Triodos Party
  If you have future Complaints, issues or concerns, about the (future) acts or omissions of Triodos Bank or a Triodos Party, you can still submit them. If you have a complaint about the execution or performance of this settlement agreement, you can also submit it to Triodos Bank.
• Topics other than Depository Receipt claims
  The Final Discharge applies only to Depository Receipt Claims. For other unrelated issues, you can raise a complaint and/or issue a claim, even after the granting of Final Discharge.

As mentioned above, if you accept this settlement offer in exchange for the payment of €10 per Depository Receipt, you agree that the financial consideration has been offered in full and final settlement of any Depository Receipt Claims that you may have against Triodos Bank and/or Triodos Parties.

Upon signing of the settlement offer, you can no longer sue, commence proceedings, make a Depository Receipt Claim or refer a Depository Receipt Claim or assist in a Depository Receipt Claim or start any other form of arbitral, litigation or regulatory proceedings against Triodos Bank or the Triodos Parties in connection with the Depository Receipt.

This settlement and the Final Discharge only applies to Depository Receipt Claims, including (but not limited to):

• the issue, offer, sale, repurchase or distribution of Depository Receipts by SAAT and Triodos Bank and the contents of prospectuses issued in the past and other documentation used in connection therewith (or defects therein);
• the investment in Depository Receipts and your investment losses, if any;
• Triodos Bank's (investment) services in connection with the Depository Receipts and any breach of duty of care in doing so;
• the discontinuation of Triodos Bank's facilitation of trading in Depository Receipts, Triodos Banks no longer buying at Net Asset Value and the variable price formation since listing on the MTF;
• the transfer of the trade in Depository Receipts to the MTF and (the decision on) the listing of Depository Receipts on Euronext Amsterdam; and
• the tax valuation of the Depository Receipts.

The Final Discharge has the effect that the amount you receive in respect of a Depository Receipt Claim will no longer decrease, but it cannot increase either. It is a fixed amount calculated on the basis of each Depository Receipt held by you on 28 June 2023.

The Final Discharge relates to Depository Receipt Claims. As per the definitions, these are relating to (but not limited to):

• The issue, offer, sale, repurchase or distribution of Depository Receipts by SAAT and Triodos Bank and the contents of prospectuses issued in the past and other documentation used in connection therewith (or defects therein);
• The investment in Depository Receipts and your investment losses, if any;
• Triodos Bank's (investment) services (including any advice and intermediation) in connection with the Depository Receipts and any breach of duty of care in doing so;
• The discontinuation of Triodos Bank's facilitation of trading in Depository Receipts, Triodos Bank's no longer buying at Net Asset Value and the variable pricing that has been taking place since listing on the MTF;
• The transfer of the trade in Depository Receipts to the MTF and (the decision on) the listing of Depository Receipts on Euronext Amsterdam; and
• The tax valuation of Depository Receipts.

This settlement agreement, including the Final Discharge in respect of Depository Receipt Claims, constitute a settlement agreement. This means that if you agree to enter into this settlement agreement by signing this offer, you will be fully and effectively bound by this agreement. You may only be released from your obligations in exceptional circumstances. Once the withdrawal period expires 14 calendar days commencing the day after the date you (digitally) signed the settlement offer has expired, you cannot go back on your acceptance of this settlement agreement. This is also not possible if there are subsequent developments, such as a court ruling against Triodos Bank and/or Triodos Parties. The compensation you will receive from Triodos Bank is fixed after acceptance of the offer, unless you timely exercise your right of withdrawal as set out above. By entering into this settlement and granting Final Discharge, any uncertainty and dispute between you and Triodos Bank and Triodos Parties in connection with a Depository Receipt Claim will cease and/or have been fully and finally resolved.

The Final Discharge relates to Depository Receipt Claims against Triodos Bank and/or Triodos Parties. This makes the Final Discharge also a third-party clause as per the Contract (Rights of Third Parties) Act 1999. This means that Triodos Parties may enforce the terms of this settlement agreement in accordance with the Contract (Rights of Third Parties) Act 1999.

The settlement agreement may not be rescinded or varied in such a way as to extinguish or alter the rights of the Triodos Parties without the prior consent of the Triodos Parties. Unless expressly specified, other parties who are not a party to this settlement agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999.