Equity

Share capital

The equity stated on the consolidated balance sheet is equal to that stated on the parent company balance sheet. The authorised capital totals to an amount of EUR 1.5 billion and is divided into 30 million ordinary shares, each with a nominal value of EUR 50. At year-end, there were 14,467,056 ordinary shares (2021: 14,467,056 shares), each of EUR 50, issued to and fully paid up by Stichting Administratiekantoor Aandelen Triodos Bank. As at the same date, Stichting Administratiekantoor Aandelen Triodos Bank had also issued 14,467,056 depository receipts (2021: 14,467,056 depository receipts), each with a nominal value of EUR 50.

The purchasing and reissuing of depository receipts for own shares is charged or credited respectively to the Other reserves. Any balance remaining after the re-issuing of all own depository receipts purchased shall be placed at the disposal of the Annual General Meeting. More details on capital ratios are included in the Pillar 3 report which can be found on the website of Triodos Bank.

The movement of the number of shares is as follows:

Share premium reserve

This item includes the share premium reserve, which is composed of deposits that exceed the nominal capital. The full balance of the share premium reserve has been recognised as such for tax purposes.

Translation reserve

The translation reserve includes the currency translation result of foreign operations and the effective portion of the net investment hedge on foreign operations.

Cost of hedging reserve

The cost of hedging reserve relates to the forward component of the net investment hedges which are recognised as cost of hedging.

Fair value reserve

The fair value reserve relates to the unrealised value adjustments in respect of the acquisition price for participating interests.

Other reserve

The other reserve is a regulatory reserve for in-house developed intangible assets and is not available for distribution to shareholders. The movement in the other reserve for development costs of internally developed intangible assets is as follows:

The following table shows the movement in the other reserve related to the in-house developed intangibles assets.

Retained earnings

The movement in retained earnings includes purchasing of own depository receipts, the addition of prior year profit appropriation to retained earnings, and the payment an of extraordinary dividend. At year-end 2022, Triodos Bank had purchased 250,634 own depository receipts amounting to EUR 21,556 thousand (2021: 250,634 own depository receipts amounting to EUR 21,556 thousand).

Following the announcement on 1 August 2022 of the withdrawal of the restricted buyback programme of DRs, Triodos Bank announced a proposal to pay an extraordinary dividend payment of EUR 1.01 (before withholding tax, where applicable) per DR, to the amount of EUR 14.4 million. This amount equals the capital reserved for the buyback programme and solidarity arrangement, which was withdrawn. The amount reserved for this programme was thus paid back to DR holders.

Profit appropriation

As set out in the Articles of Association, the appropriation of profit is as follows:

Part of the profit as reported in the adopted profit or loss account shall be used by the Executive Board to form or add to the reserves to the extent that this is deemed desirable. The remaining profit shall be distributed to the shareholders, unless the General Meeting decides otherwise.

The Board of SAAT invited the Executive Board during the AGM of 20 May 2022 to carefully consider its dividend decisions and explore the possibility of an interim dividend during the financial year. The Executive Board has considered the request and decided to pay an interim cash dividend of EUR 0.35 (before withholding tax, where applicable). The Interim Cash dividend was paid at the same time as the proposed Extraordinary dividend of EUR 1.01 following the Extraordinary General meeting on October 11, 2022, where the updated dividend policy, and the considerations made in this regard was shared.

The proposed appropriation of profit is based on the number of depository receipts issued as at 31 December 2022, minus the number of depository receipts purchased by Triodos Bank. The final proposal will be submitted at the Annual General Meeting.

The proposed appropriation of profit (in thousands of EUR) is as follows:

For the year result of 2022, Triodos Bank proposes a final dividend of EUR 1.76 per depository receipt, equivalent to a 50% pay-out ratio (the percentage of total profit distributed as dividends). This proposed final dividend is on top of the interim dividend of EUR 0.35 per depository receipt that has been paid out in October 2022. The proposed final dividend has been approved by the Dutch Central Bank.