Our mission is to make money work for positive social, environmental and cultural change. Triodos Bank's structure protects our mission and identity.

We are committed to:

Our business principles guide us in carrying out our mission. They provide the framework that supports not only our strategic future, but also the code of conduct that underlies our day-to-day business operations.

Respect: respect human rights, (individually and as a community) and the wellbeing for all life on earth.
Integrity: being honest, having strong moral principles and fair in dealings with others.
Professionalism: delivering the quality and solution that is required, with the right choices (including effectiveness and efficiency) within the requirements of laws and regulations.
Inclusivity: aiming to provide equal access to opportunities and resources.
Transparancy: to share thoughts, acting and opinions honestly and respectfully.
Ownership: ownership is when someone takes responsibility for an objective and feels an intrinsic motivation to follow up and follow through - taking initiative and being proactive. It is being accountable for the outcome, even when others have a role to play.
Entrepreneurship: developing creative business ideas.

To safeguard our principles, values and objectives, Triodos Bank has been structured and is managed in such a way as to ensure we can achieve our mission.

Jeroen Rijpkema (1960)

CEO

Jeroen Rijpkema has been a statutory member of the Executive Board of Triodos Bank N.V. since 21 May 2021 and is Chair of this Board. He is also member of the Board of Stichting Triodos Holding. Jeroen is a member of the Board of the Dutch Banking Association. In addition, he is a Board member of Stichting Social Finance NL and Stichting Graaf Carel van Lynden.

Jeroen is of Dutch nationality and owns 315 Triodos Bank depository receipts.

Kees van Kalveen (1971)

CFO

Marjolein Landheer (1970)

CRO

Jacco Minnaar (1971)

CCO

Jacco Minnaar has been statutory member of the Executive Board and Chief Commercial Officer of Triodos Bank N.V. since 28 September 2021. Prior to this role, Jacco was Managing Director and Chair of the Management Board of Triodos Investment Management and is currently a member of the management board of Hivos Triodos Fund.

Jacco Minnaar is of the Dutch nationality and owns 20 Triodos Bank Depository Receipts.

Nico Kronemeijer (1964)

COO

Nico Kronemeijer has been statutory member of the Executive Board and Chief Operational Officer of Triodos Bank N.V. since 28 September 2021. Prior to this role, Nico was Group Director ICT at Triodos Bank since 2013. In addition to this, Nico is member of the Supervisory Board of the Art Centre ‘it Toanhus’ in Friese Meren.

Nico Kronemeijer is of Dutch nationality and owns 7 Triodos Bank Depository Receipts.

Triodos Bank has a Supervisory Board, which monitors Triodos Bank’s business operations and advises and assists the Executive Board, to benefit its business interests. Members of the Supervisory Board are appointed and reappointed by the General Meeting of Triodos Bank, based on recommendations from the Supervisory Board.

The Supervisory Board is composed in such a way that its members are able to act critically and independently, of one another, the Executive Board and any particular interest. The Supervisory Board operates under the Supervisory Board Charter; the Charters of the Supervisory Board Committees and the Profile of the Supervisory Board Membership are also part of this Charter. The retirement schedule of the Supervisory Board can be found here.

Mike Nawas (1964)

Chair

Current principal position(s): Chair of Triodos Bank Supervisory Board, Cofounder and Partner of Bishopsfield Capital Partners Ltd.

Ancillary positions: Senior Lecturer Financial Markets at Nyenrode Business University, Chair of Stichting Akademeia for liberal arts and philosophy.

Most relevant former position(s): Global Head of Structured Finance and Fixed Income Capital Markets at ABN AMRO Bank, Global Head of Corporate and Structured Debt Capital Markets at The Royal Bank of Scotland (now NatWest Group), member of the Board of Stichting Administratiekantoor Aandelen Triodos Bank (SAAT).

Mike Nawas was first appointed to the Supervisory Board in 2019 and re-appointed in 2023. His present term expires in 2027.

Mike is Dutch and American, male and was born in 1964. He does not own any Triodos Bank DRs.

Daniëlle Melis (1972)

Vice-Chair

Current principal position(s): Vice-Chair of Triodos Bank Supervisory Board, member of the Board of Stap General Pension Fund, the Board of Eumedion, member of the Supervisory Boards of Blue Sky Group Holding and PGGM Investments.

Ancillary positions: Member of the Supervisory Board of the Dutch Securities Institute, Global Stewardship Committee of the International Corporate Governance Network and Advisory Council of the Reward Value Foundation. Senior Fellow of the International Center for Financial Law and Governance and Guest Lecturer at Nyenrode Business University.

Most relevant former position(s): Associate Director at NIBC, Senior Banker at Rabobank. Chair of the Nyenrode Corporate Governance Institute.

Daniëlle Melis was first appointed to the Supervisory Board in 2021 and her present term expires in 2025.

Daniëlle is Dutch, female and was born in 1972. She does not own any Triodos Bank DRs.

Kristina Flügel (1969)

Member

Current principal position(s): Member of Triodos Bank Supervisory Board, Independent Coach and Affiliate Senior Executive Coach at the Kets de Vries Institute.

Ancillary positions: none.

Most relevant former position(s): Global Head Human Resources at DWS (part of the Deutsche Bank Group), Global Head Human Resources Transaction Banking, Regional Head HR Private- and Business Clients Germany, Global Head HR Products Private and Commercial Bank at Deutsche Bank.

Kristina Flügel was first appointed to the Supervisory Board in 2022 and her present term expires in 2026.

Kristina is German, female and was born in 1969. She does not own any Triodos Bank DRs.

Susanne Hannestad (1961)

Member

Current principal position(s): Member of Triodos Bank Supervisory Board, Chief Executive Officer of Fintech Mundi AS.

Ancillary positions: Non-Executive Board Director at ClearBank Group Ltd, Non-Executive Board Director at Monty Mobile Ltd, Non-Executive Board Director at Crunchfish AB, Non-Executive Board Director at Zimpler AB.

Most relevant former position(s): Board Director at Nordax Group AB, Executive Chair at Zwipe AS, Advisory Board member at Mastercard Europe, Executive Director at Nordea Bank.

Susanne Hannestad was first appointed to the Supervisory Board in 2021 and her present term expires in 2025.

Susanne is Norwegian, female and was born in 1961. She does not own any Triodos Bank DRs.

Willem Horstmann (1967)

Member

Current principal position(s): Member of Triodos Bank Supervisory Board, Chief Financial Officer ad interim of Knab Bank.

Ancillary positions: none.

Most relevant former position(s): Member of AEGON Bank Supervisory Board, Executive Board member of Aegon Nederland, Executive Board member of Aegon Levensverzekeringen, Executive Board member of Aegon Schade Verzekeringen, Executive Board member of Aegon Mortgages, Executive Board member of Vivat Verzekeringen, Executive Board member of Zwitserleven, Executive Board member of AEGON Investment Management.

Willem Horstmann was appointed as a member of the Supervisory Board in May 2023 and his present term expires in 2027.

Willem is Dutch, male and was born in 1967. He does not own any Triodos Bank DRs.

SAAT, the foundation for the administration of Triodos Bank shares

We believe it is crucial that our mission and identity are protected to ensure we can continue to use money consciously and with the longer term in mind. The role of our shareholders matters in this context. The share capital of Triodos Bank has been entrusted to the independent Foundation for the Administration of Triodos Bank Shares (Stichting Administratiekantoor Aandelen Triodos Bank, SAAT). To finance the shares, SAAT issues depository receipts. These depository receipts can be invested in by retail and institutional investors.

Depository Receipt Holders benefit from the economic rights associated with the shares of Triodos Bank, such as the right to dividends. Since the listing of depository receipts on a multilateral trading facility (MTF) in July 2023, Depository Receipt Holders can request to SAAT a proxy to exercise their voting rights.

For more information visit saatfoundation.com.

The activities carried out by Triodos Bank are subject to supervision exercised by the Dutch Central Bank (De Nederlandsche Bank) and by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten). We operate under a banking license issued by the Dutch Central Bank on 30 June 1980. Triodos Bank’s international branches in Brussels, Frankfurt and Madrid are authorised to operate by way of an EEA passport under the Banking Directive 2006/48/EC. These branches are also subject to local supervision in respect of their conduct of business by their host state supervisory authorities in respectively Belgium, Germany and Spain. As of 1 May 2019, Triodos Bank UK Ltd operates as a subsidiary authorised by the UK Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

Triodos Bank's approach to sustainable banking is governed by our own principles and standards and is in line with good corporate governance as laid down in the Governance Code and the Banking Code.

Business principles

Our Business principles guide us in carrying out our mission. They provide the framework that supports not only our strategic future, but also the code of conduct that underlies our day-to-day business operations.

The Business principles are an integral part of the contracts of employment of all Triodos Bank co-workers. In addition, the Business principles are included in the introduction programme for new co-workers. The principles have been drawn up in consultation with the Board of SAAT and the Supervisory Board.

In addition to the broad vision and key values that underpin our business, we have a number of principles that guide and support our day-to-day decision-making.

Our business principles apply to everyone who works for Triodos Bank, in any capacity. They serve as a code of conduct, and also set the standard by which internal and external stakeholders can judge us.

Business principles111 KB, PDF

Minimum standards

The Triodos Bank minimum standards set out the absolute minimum standards that Triodos Bank applies for all its direct investment activities and credit agreements. The minimum standards are applied based on environmental, economic and social externalities. The minimum standards also form the basis for the acceptance criteria for the current and saving accounts of business clients, for suppliers as well as their suppliers, acceptance and for relationships with the investment community. The minimum standards are applied based on reasonability and proportionality, with the main purpose of avoiding unreasonable demands for our smallest clients. All parties that Triodos Bank engages with should respect (the spirit of) Triodos Bank’s minimum standards.

Triodos Bank Minimum standards December 2022247 KB, PDF

Self-assessment UN Principles for Responsible Banking

In September 2019 Triodos Bank signed the UN Principles of Responsible Banking. The Principles define the global banking industry’s role and responsibilities in addressing current societal problems, including the climate emergency and inequality.

Triodos Bank played a leading role in developing this global framework, as part of the core group of banks who developed the Principles and shaped the framework. Currently over 270 banks globally had signed up to the Principles.

These are the Triodos Bank’s reports on implementing the Principles for Responsible Banking, using the self-assessment template provided by the UNEP FI.

Dutch Corporate Governance and Banking Code

Even though Triodos Bank's depository receipts are not listed on any regulated market, we choose to endorse and comply with the principles and best practices of the Dutch Governance Code. The Executive Board of Triodos Bank annually drafts a corporate governance and non-financial information statement in accordance with the Dutch corporate governance Decree of 20 March 2009 and the Dutch publication of non-financial information Decree of 14 March 2017.

In addition, we comply with the principles of the Banking Code, with the exception of one principle: Triodos Bank chooses not to have (variable) remuneration based on predetermined financial targets or achievements, as these can enhance a culture of taking more risk.

Triodos Bank about the Dutch Corporate Governance code

The Dutch Corporate Governance Code (`the Code`) only applies to companies whose shares are listed on a regulated market. Even though Triodos Bank's depository receipts are not listed on any regulated market it chooses to endorse and comply with the principles and best practices of the Code. The full comply-or-explain statement as required under the Code can be downloaded below.

Although Triodos Bank generally complies with the principles and best practices of the Code, it has opted to consciously differ from it in several specific instances.

The first deviation relates to voting rights on shares and appointments. To secure the continuity of Triodos Bank's mission and objectives, Depository Receipt Holders cannot exercise voting rights on the underlying shares. Instead these rights are exercised by SAAT. For the same reason, Depository Receipt Holders cannot make recommendations for appointments of members of the Board of SAAT and former Executive Board or Supervisory Board members of the bank can be appointed as members of the Board of SAAT.

The second instance relates to the term of office of Executive Board members. This term is not limited to a period of four years because Triodos Bank feels that this would not serve the long term development of the organisation.

Triodos Bank also differs from the best practice in the Code that states that a person may be appointed to the Supervisory Board for a maximum of three, four-year terms. Its articles of association allow the General Meeting to re-appoint a member of the Supervisory Board, in exceptional circumstances, after his or her maximum number of terms has been completed. This creates extra time and space for the Supervisory Board to fill vacancies with high quality people.

The fourth instance relates to the fact that Aart de Geus deviates from one of the independence criteria (best practice 2.1.8) of the Dutch Corporate Governance Code because a family member is a Triodos Bank Group co-worker.

Triodos Bank also differs from the Code's best practice when submitting all proposals to the General Meeting for material amendments to the Articles of Association as separate agenda items. For practical reasons Triodos Bank wants to retain the possibility, at the discretion of the Executive Board and the Supervisory Board, to submit a proposal for multiple amendments to the Articles of Association as one single agenda item when there is a strong degree of interrelatedness between these proposed amendments.

Finally, as it does not have any share plans or option schemes in place, several Code provisions regarding executive remuneration do not apply to Triodos Bank. The total costs for executive remuneration, which primarily consist of wages and pension elements, are published in the annual report.

We elaborate on how Triodos Bank applies the principles and best practices of the Code in a full Comply-or-Explain Matrix and we link to the Corporate Governance Code Statement below.

Corporate Governance Code Statement Triodos Bank N.V.

Triodos Bank about the Dutch Banking Code

The Dutch Banking Code ('the Banking Code') came into force as of 1 January 2010 and has been revised in 2014. The Banking Code is part of a package of developments for the banking industry introduced by the Dutch Bankers' Association (NVB). The package also includes a Social Charter and rules of conduct associated with the Dutch bankers' oath.

The Banking Code puts the interests of the customer at the heart of a bank's activity, which ties in fully with Triodos Bank's vision and Business Principles. Our Business Principles are an important framework for the way in which we do business, and serve as the guiding principles for our co-workers in their day-to-day decision-making processes

We comply with the principles of the Banking Code. In the full comply-or-explain matrix (pdf), we elaborate on how Triodos Bank applies the principles and best practices of the Code.

A few of the main themes of the Banking Code and the way we address them are:

Customer Focus

The funds entrusted to Triodos Bank by its customers are lent to businesses and organisations whose aim is to create a more sustainable society (a comprehensive list is available here). We ensure full transparency in respect of this policy. We are convinced that the key to successful banking lies in maintaining long term relationships with borrowing and savings customers.

Banker's Oath

We believe that handling money implies special responsibilities of all co-workers. So Triodos Bank fully supports the Banking Code's recommendation to explicitly formulate these responsibilities.

All members of the Supervisory Board and the Executive Board of Triodos Bank and all its co-workers in The Netherlands have taken the oath, confirming the rules of conduct individually. By taking the oath Triodos Bank makes more explicit what the bank already does.

Remuneration

We operate a remuneration policy that reflects the principles of the Banking In our view remuneration should enable co-workers to earn a decent living and to contribute to the organisation and society at large. Triodos Bank believes in the intrinsic motivation of its co-workers to contribute to our mission and to work according to our corporate values. The individual richness of the contribution of each co-worker cannot be translated into a linear, financial incentive. Triodos Bank chooses not to have (variable) remuneration based on predetermined financial targets or achievements, as these can enhance a culture of taking more risk.

For more information see downloads below and link to the Annual Report.

Compliance related documents and other policies

Next to our Business principles, our Governance structure and our Governance Codes we are guided by several compliance related documents and other policies. For an overview of these documents and other relevant internal regulations see below:

Policy on contacts and dialogue with shareholders in Triodos Bank

In accordance with best practice provision 4.2.2 of the Dutch Corporate Governance Code, Triodos Bank has formulated a policy on contacts and dialogue with shareholders of Triodos Bank. Triodos Bank aims to maintain contact with and an open and constructive dialogue with existing and (potential) shareholders. Triodos Bank’s policy is to provide all (potential) Investors (equity & debt) and other parties in the financial markets with equal and simultaneous information about Triodos Bank Group.

Policy on contacts and dialogue with shareholders in Triodos Bank171 KB, PDF

Triodos Bank and human rights

Since its start, Triodos Bank has had a strong commitment to respect human rights - as a financier, employer and purchaser. This commitment is at the heart of our operations. Our mission states that we want to help create a society that promotes people’s quality of life and has human dignity at its core.

In our Articles of Association it reads: With the exercising of banking business, the company aims to contribute to social renewal, based on the principle that every human being should be able to develop in freedom, has equal rights and is responsible for the consequences of his economic actions for fellow human beings and for the earth.

We respect people, support society and embrace different cultures and we fully support the aims of the United Nations Universal Declaration of Human Rights. Our business principles for all of our activities, are fully aligned with international standards and guidelines regarding human rights, including the OECD Guidelines for multinational enterprises. You can find more information on how we incorporate our respect for human rights in all of our activities in the document below. This is part of our commitment to work towards reporting in line with United Nations Guiding Principles Reporting Framework.

Triodos Bank and human rights - May 2020218 KB, PDF

Triodos Bank position on tax

Triodos Bank’s position on tax is based on five principles that reflect the way we operate in accordance with applicable rules, regulations and norms. We encourage our partners and stakeholders to make a similar commitment by acting in line with rules, regulations and spirit of applicable provisions on taxes, as well as with our tax principles.

Triodos Bank position on publication of tax ruling

A tax ruling is a written confirmation from tax authorities that provides upfront clarity on the tax treatment of company structures or transactions. Such a ruling usually spans a number of years and in the Netherlands is referred to as an Advance Tax Ruling (ATR) or an Advance Pricing Agreement (APA). Transparency is one of Triodos Bank’s core values. Our principle is to publish any company-specific ATR or APA provided publication is approved by the relevant tax authority. At present, Triodos Bank and Triodos Investment Management have no company-specific ATR or APA in the countries where they are active.

Position on tax25 KB, PDF

As Triodos Bank we share our view and vision on various subjects.

What is SAAT?

SAAT stands for 'Stichting Administratiekantoor Aandelen Triodos Bank' and is the sole shareholder of Triodos Bank. SAAT is a foundation that administers Triodos Bank's shares and issues depository receipts to the holders of depository receipts. SAAT is committed to the interests of its depository receipt holders, the interests of Triodos Bank and the principles expressed in Triodos Bank's objectives. SAAT also refers to the latter as the 'mission'.

What is the purpose of SAAT?

SAAT was founded to ensure votes in the Triodos Bank general meeting were issued from a balanced perspective, taking into account the interests of depository receipt holders, the interests of Triodos Bank and the mission. Thereby, SAAT helps to safeguard the nature of Triodos Bank as a socially driven enterprise. In that light, SAAT has the following objectives:

acquiring shares in the capital of Triodos Bank in administration against the issue of depository receipts;
exercising voting rights in the general meeting of Triodos Bank when SAAT is authorised by depository receipt holders or otherwise entitled to do so under the law; and
performing all acts related to the aforementioned objectives.

How is SAAT funded?

SAAT's required funds are reimbursed by Triodos Bank. These include the costs for the activities of SAAT's board members as well as administrative and legal costs. SAAT has no other income.

Is SAAT independent?

SAAT is independent of Triodos Bank. SAAT's independence is governed by its articles of association and terms of administration. Executive board members and supervisory board members of Triodos Bank, for example, cannot become directors of SAAT.

Who sits on the board of SAAT?

SAAT's board currently consists of Alexander Rinnooy Kan (chair), Tarique Arsiwalla, Roelien Ritsema van Eck, Jolande Sap and Koen Schoors.

Each board member is appointed for a maximum period of four years. A board member cannot be reappointed more than twice.

How has SAAT's role changed due to the MTF listing?

SAAT's role has changed as a result of the MTF listing. Previously, SAAT alone exercised voting rights in the general meeting of Triodos Bank. After the MTF listing, the general principle is that depository receipt holders are entitled to do so by requesting a voting proxy from SAAT. However, it will be possible for SAAT to be authorised by depository receipt holders to vote, either on their behalf (in case of a retro-proxy with voting instruction) or on the basis of the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission (in case of a waiver or a retro-proxy without voting instruction).

SAAT has retained its protective role. In exceptional situations, SAAT may decide to limit, exclude or revoke the voting proxy if:

a public offer on Triodos Bank's shares or depository receipts has been announced or made, or there is a legitimate expectation that such an offer will be made, without the offer having been agreed upon with Triodos Bank;
a depository receipt holder or several depository receipt holders provide or cause to be provided at least 25% of the issued capital of Triodos Bank in accordance with a mutual arrangement of cooperation, with or without subsidiaries; or
in the opinion of SAAT exercise of voting rights by a depository receipt holder is materially contrary to the interests of Triodos Bank and its affiliated company.

In such cases, SAAT may decide not to grant a voting proxy, or limit, exclude or revoke a given proxy. If SAAT itself decides to vote in the general meeting, it does so taking into account the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission.

Will SAAT be voting in Triodos Bank's general meeting?

In principle, no. Each depository receipt holder can request a voting proxy and exercise voting rights. SAAT will only exercise those voting rights in the general meeting of Triodos Bank for which it has been authorised by a depository receipt holder or if there is an exceptional situation in which SAAT is authorised by law to exercise the voting right (see the answer to the previous question (How has SAAT's role changed due to the MTF listing?) in this regard).

What are depository receipts?

At Triodos Bank, the economic entitlement and legal ownership of shares is separated through the issuance of depository receipts. Depository receipt holders are the beneficial owners of Triodos Bank by means of their depository receipts. SAAT is the legal owner of the shares in Triodos Bank. A depository receipt has been issued for each share held by SAAT.

What are the rights of depository receipt holders?

Every depository receipt holder has the right to attend the meeting of depository receipt holders, to speak during these meetings and vote on agenda items. In addition, depository receipt holders have access to Triodos Bank's general meeting. There, depository receipt holders have the right to speak and, if they have requested a voting proxy from SAAT, to vote. This is only different in the exceptional situation where SAAT decides to limit, exclude or revoke the voting proxy if:

a public offer on Triodos Bank's shares or depository receipts has been announced or made, or there is a legitimate expectation that such an offer will be made, without the offer having been agreed upon with Triodos Bank;
a depository receipt holder or several depository receipt holders provide or cause to be provided at least 25% of the issued capital of Triodos Bank in accordance with a mutual arrangement of cooperation, with or without subsidiaries; or
in the opinion of SAAT exercise of voting rights by a depository receipt holder is materially contrary to the interests of Triodos Bank and its affiliated company.

In the above cases, SAAT may decide not to grant a voting proxy, or limit, exclude or revoke a given proxy, and vote itself in the general meeting. If SAAT itself decides to vote in the general meeting, it does so taking into account the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission.

SAAT must (and will) always justify a decision not to provide a voting proxy. SAAT will not do so lightly. The general principle is that depository receipt holders vote.

Any dividends or other distributions declared by Triodos Bank, are for the benefit of the depository receipt holders, with SAAT acting as pass-through vehicle only.

What has SAAT done to make trading in depository receipts possible again?

To resume trading in depository receipts, Triodos Bank decided to switch to the MTF. SAAT approved this decision during the general meeting. Each depository receipt holder is free to switch to the MTF or not. If you do not switch, you cannot trade depository receipts on the MTF.

What is an MTF?

A Multilateral Trading Facility (MTF) is an electronic trading platform used to trade financial instruments, such as shares, bonds, but also depository receipts, for example. An MTF provides a regulated and centralised marketplace where buyers and sellers can trade without coming into direct contact with each other. An MTF is subject to regulation and supervision to ensure that trading on the platform is fair and transparent. The MTF provider on which the depository receipts in Triodos Bank are traded is Captin.

If you have any questions about the MTF, please contact Triodos Bank.

What is Captin?

Captin provides the trading platform, the MTF, for Triodos Bank. On it, you will be able to trade in depository receipts. Captin is licensed as an investment institution to act as a multilateral trading facility. Captin is supervised by the AFM and DNB and is registered with the AFM.

If you have any questions about Captin, please contact Triodos Bank or Captin.

What happens if I do not have my depository receipts listed on the MTF?

You will then not be able to trade your depository receipts on the trading platform. For the rest, the rights of all depository receipt holders are the same. For example, you can simply request a voting proxy from SAAT and thereby exercise voting rights in the general meeting of Triodos Bank, and you are entitled to distributions declared by Triodos Bank.

What does Triodos Bank's general meeting decide on?

Triodos Bank's general meeting decides on proposals submitted to it that fall within the scope of its authority according to the law and the Triodos Bank articles of association. Examples of topics include: the payment of dividends, the adoption of the annual accounts and the granting of discharge to the board members.

How often does Triodos Bank's general meeting take place?

A Triodos Bank general meeting takes place at least once a year. It is possible that more general meetings are held.

Why do I get voting rights in Triodos Bank's general meeting as a result of the MTF listing?

You are entitled to this right based on the law. Furthermore, SAAT and Triodos Bank consider it appropriate within modern and good governance that the depository receipt holder, as a provider of capital, can exercise the voting right.

As a depository receipt holder, can I vote at Triodos Bank's general meeting? If so, how does that work?

Yes. Any depository receipt holder can request SAAT for a proxy to vote at Triodos Bank's general meeting. Regardless of whether your depository receipts are listed on the MTF. How this is done can vary:

if your depository receipts are listed on Captin's MTF, you will make your request for a voting proxy via Captin's IT environment. For any questions on this, please contact Triodos Bank or Captin; or
if your depository receipts are not listed on Captin's MTF, you can request a voting proxy from SAAT.

As a depository receipt holder, can I have SAAT vote on my depository receipts in Triodos Bank's general meeting?

Yes. It is possible for SAAT to vote for you at Triodos Bank's general meeting. You do this by giving SAAT a retro-proxy, which may be accompanied by a voting instruction, or a waiver (meaning you waive your right to request a voting proxy).

you can give SAAT voting instructions, in which you indicate you want SAAT to exercise your right to vote (e.g. I want SAAT to vote in favour of this proposal); or
you give SAAT the freedom to use your voting right without specific instruction. In these cases, SAAT votes taking into account the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission.

It is also possible for SAAT to exercise the voting right for you for a longer period (i.e. in several meetings). You do this by waiving your voting rights by using the so-called "waiver". The maximum duration of a waiver is four years. At the end of this period, another waiver can be issued. It is not possible to give a voting instruction in your waiver. SAAT votes taking into account the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission.

You can revoke a waiver if you wish to vote in the general meeting yourself or if you want to give specific voting instructions to SAAT.

Can I have SAAT vote for me in Triodos Bank's general meeting for a longer period of time?

Yes. Please see the answer to previous question: As a depository receipt holder, can I have SAAT vote on my depository receipts in Triodos Bank's general meeting?

Can SAAT refuse to grant a proxy to vote at Triodos Bank's general meeting?

Under normal circumstances, no. SAAT is required by law to provide a voting proxy if requested by a depository receipt holder. However, in certain situations, the law gives an exception to this if:

a public offer on Triodos Bank's shares or depository receipts has been announced or made, or there is a legitimate expectation that such an offer will be made, without the offer having been agreed upon with Triodos Bank;
a depository receipt holder or several depository receipt holders provide or cause to be provided at least 25% of the issued capital of Triodos Bank in accordance with a mutual arrangement of cooperation, with or without subsidiaries; or
in the opinion of SAAT exercise of voting rights by a depository receipt holder is materially contrary to the interests of Triodos Bank and its affiliated company.

In the above cases, SAAT may decide not to grant a voting proxy, or limit, exclude or revoke a given proxy, and vote itself in the general meeting. SAAT votes taking into account the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission.

SAAT must (and will) always justify a decision not to provide a voting proxy. SAAT will not do so lightly. The general principle is that depository receipt holders vote.

What happens if I do not request a voting proxy or SAAT to vote on my behalf at Triodos Bank's general meeting?

In that case, there will be no votes on the shares attached to your depository receipts.

How is Triodos Bank protected from investors with unethical interests, such as a hostile takeover?

According to the law, SAAT may refuse to grant a voting proxy to a depository receipt holder if:

a public offer on Triodos Bank's shares or depository receipts has been announced or made, or there is a legitimate expectation that such an offer will be made, without the offer having been agreed upon with Triodos Bank;
a depository receipt holder or several depository receipt holders provide or cause to be provided at least 25% of the issued capital of Triodos Bank in accordance with a mutual arrangement of cooperation, with or without subsidiaries; or
in the opinion of SAAT exercise of voting rights by a depository receipt holder is materially contrary to the interests of Triodos Bank and its affiliated company.

SAAT must (and will) always justify a decision not to provide a voting proxy. SAAT will not do so lightly. The general principle is that depository receipt holders vote.

Is there a maximum number of votes that can be cast per depository receipt holder in Triodos Bank's general meeting?

No. In Triodos Bank's general meeting, each depository receipt holder can cast as many votes as the number of depository receipts he or she holds. One depository receipt therefore equals one vote. There is no maximum.

You may hold fractions of depository receipts, for example, through a payment of dividend in shares. No vote can be cast on a fraction of a depository receipt. For example, if you have 4.5 (four and a half) depository receipts, you may cast 4 votes.

How does SAAT give substance to voting rights in Triodos Bank's general meeting after the MTF listing?

Following the MTF listing, the principle is that SAAT only votes in the general meeting of Triodos Bank when SAAT is authorised by a depository receipt holder.

When SAAT exercises voting rights in the general meeting of Triodos Bank, it does so taking into account the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission.

This is only different in cases where a depository receipt holder gives SAAT a specific voting instruction. In those cases, SAAT votes in accordance with the voting instruction.

Under the current SAAT voting policy, the One Share One Vote model, will SAAT have a minimum number of votes that will be reserved to SAAT?

There are no minimum number of votes reserved for SAAT. SAAT does not own depository receipts. SAAT will only exercise those voting rights in the general meeting of Triodos Bank for which it has been authorised by a depository receipt holder or if there is an exceptional situation in which SAAT is authorised by law to exercise the voting right.

What does the meeting of depository receipt holders decide on?

Among other things, the meeting of depository receipt holders votes on amending SAAT's articles of association or terms of administration. In addition, SAAT may take the initiative to submit certain proposals to the meeting of depository receipt holders.

How often does a meeting of depository receipt holders take place?

In any case, the meeting of depository receipt holders takes place prior to the general meeting of Triodos Bank, after being convened by the SAAT Board. During the meeting of depository receipt holders, SAAT explains its position on the decisions Triodos Bank submits to the general meeting for approval. This means that at least one meeting of depository receipt holders takes place each year. SAAT may decide to schedule additional meetings of depository receipt holders.

Is there a maximum number of votes per depository receipt holder in the meeting of depository receipt holders?

Yes. There is a maximum of 1,000 votes per depository receipt holder.

What is Triodos Bank's position on the Dutch Corporate Governance Code?

Although the Dutch Corporate Governance Code does not apply directly to Triodos Bank, as our depository receipts are not listed on any regulated market, we endorse and comply with its principles. However, there are a few specific points in the Code which we have decided, would not be in Triodos Bank's interest to comply with. The two most important exceptions relate to voting rights on shares and the term of office of statutory directors. Find out more about the comply or explain matrix Corporate Governance Code .

Who are the investors of Triodos Bank?

Around 32,500 individuals and a number of institutions co-own Triodos Bank. Rather than conventional shares, Triodos Bank has a special ownership structure, designed to protect our mission and values. All our shares are held in trust by SAAT - the Foundation for the Administration of Triodos Bank Shares - which issues depository receipts for Triodos Bank shares, which are available to the public and institutions. These receipts represent the financial value of our shares. But the Board of SAAT exercises the voting rights that they confer, and its voting decisions are guided by the Bank’s ethical goals and mission, its business interests, and the interests of the Depository Receipt Holders.

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Jeroen Rijpkema (1960)

Kees van Kalveen (1971)

Marjolein Landheer (1970)

Jacco Minnaar (1971)

Nico Kronemeijer (1964)

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