Report by the Foundation for the Administration of Triodos Bank Shares (SAAT)

Introduction

Stichting Administratiekantoor Aandelen Triodos Bank (“SAAT”) is an independent foundation holding 100% of the shares in Triodos Bank N.V. (“Triodos Bank”) and issuing depository receipts for these shares. In 2022, SAAT was supported by a secretary and advisors and carried out its activities in consultation with depository receipt holders, Triodos Bank, and other stakeholders. In 2022, the role of SAAT intensified due to the exceptional circumstances Triodos Bank and the depository receipt holders faced and continue to face, amongst other things the suspension of trade of depository receipts. As to the latter, important steps were taken in 2022 to enable trading of depository receipts on a Multilateral Trading Platform (“MTF”) in 2023.

At the annual general meeting and extraordinary general meetings of shareholders of Triodos Bank in 2022, SAAT exercised its voting rights guided by the interests of the depository receipt holders and the interests of Triodos Bank, as well as by the principles expressed in the objects of Triodos Bank. This is also referred to as the “threefold perspective”. SAAT has defined its vision on how to fulfil its role guided by this threefold perspective. This is available on the Triodos Bank website.

In this report, SAAT discusses the general meetings of Triodos Bank and voting by SAAT, and the depository receipt holders’ meetings and voting by depository receipt holders, in "Formal summary 2022". In the next paragraph, SAAT elaborates on its further activities in 2022. In "Board composition", SAAT will outline its board composition. The depository receipts, shares held by SAAT, and dividends paid, will be discussed in "Depository receipts, shares held by SAAT, and dividends paid". Costs made by SAAT in 2022 are discussed inthe final paragraph.

This report is hereinafter referred to as the “SAAT Report”. The SAAT Report is made independently, however, for reasons of easy access and clarity, the SAAT Report is published together with the 2022 Annual Report of Triodos Bank. The SAAT Report does not contain an opinion on, or assessment of, Triodos Bank’s 2022 Annual Report. This SAAT Report covers the period from 1 January 2022 to 31 December 2022 and is available online.

Formal summary 2022

Introduction

SAAT exercises voting rights attached to the shares in Triodos Bank. In doing so, SAAT is guided by its threefold perspective, and actively consults the depository receipt holders. Triodos Bank depository receipts are not listed on a stock exchange. Instead, Triodos Bank maintained its own platform for trading in depository receipts.

For practical reasons, activities in relation to depository receipt holders, such as the organisation of depository receipt holders’ meetings and the distribution of dividend, are organised by Triodos Bank.

General meetings of Triodos Bank and voting by SAAT

The annual general meeting of Triodos Bank took place on 20 May 2022. Extraordinary general meetings of Triodos Bank took place on 29 March 2022, 20 June 2022 and 11 October 2022. In its voting, SAAT was guided by the threefold perspective. Where appropriate, SAAT thoroughly explained the background of its votes at the general meetings. These voting statements are available online in the minutes of these meetings. It should be noted that not all agenda items at the general meetings required voting. SAAT only voted on the following subjects, all in favour (100%):

The extraordinary general meeting of Triodos Bank of 20 June 2022 was dedicated to the notification of the intended appointment of Mr. Willem Horstmann as member of the Executive Board ad interim and required no voting.

Depository receipt holders’ meetings and voting by depository receipt holders

The annual depository receipt holders’ meeting was held on 20 May 2022. In addition, extraordinary depository receipt holders’ meetings were held on 29 March 2022 and 11 October 2022. In 2022, depository receipt holders voted in favour of appointment of Mr. Alexander Rinnooy Kan as member of the Board of SAAT, at the extraordinary depository receipt holders’ meeting of 11 October 2022. Details are available online. No other items at depository receipt holders’ meetings in 2022 required voting.

SAAT’s activities in 2022

To give substance to its threefold perspective, SAAT regularly meets with the Executive Board of Triodos Bank. Historically, meetings were held twice a year, further to the half-year results and the annual reports. As from the first suspension of depository receipts trading in 2020, SAAT and Triodos Bank intensified the frequency of their meetings. In 2022, SAAT had 7 board meetings independently, and 14 board meetings together with the Triodos Bank Executive Board. Some of the meetings with the Executive Board were also attended by members of the Supervisory Board of Triodos Bank. In addition, SAAT liaised with the Triodos Bank Executive Board on an informal basis on many occasions throughout 2022.

In 2022, SAAT held 17 meetings with stakeholders, depository receipt holders and groups of depository receipt holders. SAAT regularly met with its advisers and attended the general meetings of Triodos Bank and the depository receipt holders’ meetings of SAAT. In preparation of his forthcoming chairmanship of SAAT, Mr. Alexander Rinnooy Kan additionally engaged with stakeholders in many separate meetings.

Since 2020, Triodos Bank faced several fundamental issues regarding depository receipts and needed to make difficult decisions in that respect. First, the suspension of trading of depository receipts through the DR trading system based on NAV, subsequently the decision to permanently discontinue the NAV trading system, and finally the decision in 2022 to list depository receipts on the MTF. Decisions that required a complex and careful balancing of the interests of different stakeholders with major implications for – in particular – depository receipt holders.

Problems with the trading system prompted the Triodos Bank Executive Board to explore alternatives to the NAV trading system. SAAT was kept continuously informed on progress of Triodos Bank’s efforts in this respect, and this matter remained the key topic for many meetings between SAAT and Triodos Bank in 2022. SAAT also obtained insights into the interests of depository receipt holders for this matter and answered many questions from depository receipt holders directly. SAAT was assisted by expert advisors throughout the entire process.

On 21 December 2021, Triodos Bank announced its intention to list depository receipts on an MTF. In the same press release, Triodos Bank announced a restrictive buyback programme, worth EUR 14,4 million. Furthermore, Triodos Bank indicated that it would continue exploring interim solutions to mitigate the impact for depository receipt holders of the suspended depository receipt trading. SAAT and Triodos Bank realised the impact of Triodos Bank’s decision to permanently discontinue the NAV trading system and to list depository receipts on the MTF could not be underestimated. To adequately inform depository receipt holders of this decision and its rationale, Triodos Bank and SAAT provided thorough explanations, for instance in webinars on 15 and 17 February 2022.

On 15 February 2022, Triodos Bank presented the details of the buyback programme. At the 29 March 2022 extraordinary general meeting of Triodos Bank, SAAT voted in favour of this buyback programme. SAAT explained its vote during the extraordinary general meeting. SAAT refers to the minutes of the 29 March 2022 meeting, available online. SAAT also expressed its appreciation for Triodos Bank for developing a solidarity scheme aimed to support most affected depository receipt holders.

Ten meetups between SAAT and depository receipt holders from all countries were organised in May 2022. This took place on 9 May 2022 in Brussels (Belgium), on 10 May 2022 digitally for Spanish depository receipt holders, five additional digital sessions for all countries, and on 12 May in Bristol (UK), on 16 May in Driebergen-Zeist (the Netherlands), and on 17 May in Frankfurt (Germany). In addition, SAAT held meetings with several large institutional investors. All sessions discussed the mission, Triodos Bank’s impact, financial results, the dividend proposal, and ideas and expectations related to the MTF platform.

At the general meeting on 20 May 2022, SAAT voted, among other things, to adopt the financial statements, the proposed dividend, and the discharge of both the Executive Board and the Supervisory Board of Triodos Bank for their activities in 2021. In its voting, SAAT was guided by its threefold perspective. SAAT’s board members met on several occasions in in preparation of the general meeting on 20 May 2022. SAAT’s voting statement is available online. In summary, SAAT explained the following:

• SAAT requested Triodos Bank to accelerate the announced process of recalibrating its strategy. This strategy needs to combine impact goals with financial targets that are clear and attractive for future investors.

• SAAT was critical on the dividend proposal. Nevertheless, SAAT voted in favour. An important consideration in this regard was the fact that if that proposal was voted down, no dividend might be paid to depository receipt holders at all. SAAT considered this outcome undesirable and not in line with its threefold perspective, in particular the interests of the depository receipt holders. SAAT requested Triodos Bank to assess whether an interim dividend would be possible in 2022 and to provide a more concrete dividend policy for the future.

• SAAT paid extensive attention to Triodos Bank’s decision to list depository receipts on the MTF and to the conditions to access the platform.

• SAAT acknowledged the efforts of Triodos Bank aimed at improvement of its processes, also for the benefit of its depository receipt holders.

• SAAT was critical on Triodos Bank’s communication towards depository receipt holders and requested for improvements in this respect.

At the subsequent meeting of depository receipt holders on 20 May 2022, SAAT accounted for its voting at the general meeting of Triodos Bank and answered many questions from depository receipt holders. Questions that could not be addressed were later answered in writing and published on the Triodos Bank website.

At the extraordinary general meeting of Triodos Bank on 11 October 2022, main topic was the approval of listing the depository receipts on an MTF. In preparation for its voting, SAAT closely considered Triodos Bank’s decisions and considerations from the first suspension of trading of depository receipts, obtained expert legal advice, and assessed all information based on its threefold perspective. In the run-up to the extraordinary general meeting of Triodos Bank of 11 October 2022, SAAT held many meetings with key stakeholders to identify all interests that needed to be considered. SAAT refers to meetings with Stichting Certificaathouders Triodos Bank on 13 June 2022 and 29 September 2022, with the VEB on 28 September 2022, with large institutional investors on 4 October 2022, with Triodos Tragedie on 5 October 2022, and with depository receipt holders participating in an Ipsos interview process initiated by Triodos Bank on 5 October 2022. SAAT also repeatedly questioned the Triodos Bank Executive Board and asked for additional information.

After careful consideration, on 11 October 2022 SAAT voted to approve listing of depository receipts on an MTF. The complete voting statement is available online. In summary, SAAT explained its vote as follows:

• Triodos Bank was well advanced in its preparations for the MTF and reached a point where it made sense to migrate depository receipt holders to the new platform and to approach new investors. SAAT therefore understood the timing, even though certain issues still needed to be concretised and tested. SAAT continued to monitor whether the MTF listing requires more material decision-making, for instance pertaining to governance and trading regulations.

• Triodos Bank has assessed all possible alternatives to the MTF listing based on relevant criteria, obtained legal advice to support its decisions, and tested its processes.

• SAAT expressed understanding for the choice for an MTF, acknowledging that (i) the NAV trading system cannot be permanently restored, (ii) a different trading system is needed to provide the necessary liquidity for depository receipts and access to capital, and (iii) an MTF offers more safeguards for depository receipt holders, the community, and the mission, than a Euronext listing.

• Nevertheless, the impact of listing on an MTF is significant. SAAT therefore urged Triodos Bank to continue its dialogue with depository receipt holders.

• In the run-up to the extraordinary general meeting of Triodos Bank of 11 October 2022, SAAT again noted that there are many different perspectives among the depository receipt holders. For many depository receipt holders the mission and community are essential.

• The MTF allows Triodos Bank to set its own rules for its community. This provides additional safeguards for depository receipt holders, Triodos Bank, and its mission. For instance, Triodos Bank can adjust the frequency of trading and the price range, and an MTF allows Triodos Bank to better address concerns of depository receipt holders regarding new investors and user-friendliness of the platform. The choice for Captin as platform service provider aligned with these criteria.

• SAAT acknowledged Triodos Bank is working hard to improve its performance and to generate investor interest in depository receipts. This was deemed key to the success of the MTF platform.

• SAAT acknowledged that the MTF listing imposes new governance. Some of the depository receipt holders expressed to be pleased to be able to vote at the general meeting of Triodos Bank, pursuant to Article 2:118a of the Dutch Civil Code. Other depository receipt holders perceived this as a risk for Triodos Bank and its mission.

In addition, at the general meeting of 11 October 2022, topics on the agenda were the dividend policy and proposals for interim dividend and extraordinary dividend. It is noted Triodos Bank therewith met SAAT’s requests for clearer dividend policy and an interim dividend. SAAT expressed disappointment as the buyback and solidarity programme were deemed not feasible by Triodos Bank and requested alternatives in that context. However, as Triodos Bank indicated alternatives would have severe consequences for the success of the MTF listing, SAAT, given the importance of resumption of the trade of depository receipts, expressed its understanding for Triodos Bank’s approach. The extraordinary dividend was not SAAT’s “first choice”, but a reasonable alternative to allow the remaining buffer to benefit depository receipt holders. SAAT therefore also voted in favour of the extraordinary dividend.

At the subsequent meeting of depository receipt holders on 11 October 2022, SAAT accounted for its voting at the general meeting of Triodos Bank and answered many questions from depository receipt holders.

Following the extraordinary general meeting of Triodos Bank of 11 October 2022, SAAT continued to organise meetings with Triodos Bank and its depository receipt holders to discuss the MTF listing. In that context, Alexander Rinnooy Kan engaged with stakeholders in separate meetings in preparation of his forthcoming chairmanship of SAAT.

In addition to the above, agenda topics of SAAT Board meetings were, amongst other things, Triodos’ impact, and performance, for instance regarding social and environmental matters. SAAT also discussed SAAT’s governance matters and improvements in that respect, the proceedings before the Enterprise Chamber of the Amsterdam Court of Appeal, comments and queries from depository receipt holders, and the governance of Triodos Bank. Discussions between SAAT and the Triodos Bank Executive Board focused, inter alia, on Triodos Bank’s half-year and annual figures, improvements for Triodos Bank in stakeholder engagement and communication to stakeholders, and investor appetite after listing depository receipts on the MTF.

In the first quarter of 2023, depository receipt holders will choose their preferred governance model for Triodos Bank and will therefore also be determining the future role of SAAT. SAAT and Triodos Bank are engaged in a process of identifying suitable governance models, guided by the interests of the depository receipt holders and the interests of Triodos Bank, as well as by the principles expressed in the objects of Triodos Bank. SAAT continues its efforts to inform and support depository receipt holders in their decision on this important subject.

Board composition

SAAT Board members are appointed by the meeting of depository receipt holders based on a binding nomination of candidates put forward by the Board of SAAT. Nominations must be approved by Triodos Bank’s Executive Board, whose decision needs prior approval of the Supervisory Board. Being member of the Board of SAAT is an ancillary function to each of the SAAT Board members. Other positions and ancillary positions of the members of the Board of SAAT are included in their biographies, available at the end of this report. The annual remuneration is EUR 7,000 per board member and EUR 10,000 for the chair. For information about the remuneration of the members of the Board of SAAT, reference is made to the Remuneration Report 2022 of the Triodos Bank 2022 Annual Report. The Articles of Association stipulate the Board of SAAT shall consist of three or more members. At present, the Board of SAAT consists of six members.

The composition of the Board of SAAT changed in 2022, as its chair Ms. Josephine de Zwaan stood down as per 20 May 2022, after twelve years of fulfilling the role of member of the Board of SAAT. SAAT appreciates the contributions of Ms. Josephine de Zwaan and her dedication to the Triodos Bank mission. Ms. Jolande Sap fulfilled the role of chair ad interim from 20 May 2022 until 31 December 2022. At the extraordinary depository receipt holders’ meeting of 11 October 2022, the depository receipt holders appointed Mr. Alexander Rinnooy Kan as new SAAT Board member as from 1 January 2023. The Board of SAAT appointed Mr. Alexander Rinnooy Kan as chair of the Board of SAAT as per 1 January 2023. SAAT elaborated on these changes to the composition of the Board of SAAT at the annual depository receipt holders’ meetings and extraordinary depository receipt holders’ meeting in 2022. Please be referred to the minutes of these meetings on Triodos.com.

In addition, SAAT closely interacted with Triodos Bank in relation to recruitment of vacant positions in the Executive Board and Supervisory Board of Triodos Bank and provided their input based on its threefold perspective.

Depository receipts, shares held by SAAT, and dividends paid

The proportion of the total share capital of Triodos Bank for which SAAT has issued depository receipts remained unchanged at 100% on 31 December 2022, corresponding to 14,467,056 depository receipts. Please be referred to the SAAT statement of shares .

On 11 October 2022 the general meeting of shareholders approved an interim dividend amounting to EUR 5.0 (EUR 0.35 per depository receipt), and an extraordinary dividend amounting to EUR 14,4 (EUR 1,01 per depository receipt), both concerning financial year 2022. These dividends are allocated to the depository receipt holders directly.

Costs of SAAT

The costs of activities performed by SAAT are included in the financial statements in the 2022 Annual Report of Triodos Bank. The costs of SAAT are borne by Triodos Bank and SAAT’s expenses for financial year 2022 were invoiced to Triodos Bank directly. Further details on the financial position of SAAT are included in the 2022 Annual Report of Triodos Bank.

Driebergen-Rijsenburg, 15 March 2023

Board of SAAT

Alexander Rinnooy Kan, Chair, joined the board in 2023, first term
Tarique Arsiwalla, joined the board in 2021, first term
Roelien Ritsema van Eck, joined the board in 2021, first term
Koen Schoors, joined the board in 2017, second term
Jolande Sap, joined the board in 2020, first term
Mercedes Valcárcel, joined the board in 2019, first term

Email: SAAT@SAATFoundation.com