Triodos Bank N.V. announced today that its Annual General Meeting (AGM) has adopted all proposals on the agenda of the AGM.
The proposal to pay out a final dividend of EUR 1.76 per (depository receipt of) ordinary share in cash over the financial year 2022 was adopted by the meeting. The total dividend for 2022 amounts to EUR 2.11 per (depository receipt of a) ordinary share in cash, including the previously paid interim dividend of EUR 0.35 per (depository receipt of a) ordinary share.
Update on MTF process and Articles of Association
During the Annual General Meeting an update on the process to list the depository receipts on a Multilateral Trading Facility (MTF) was given and it has been indicated that Triodos Bank strives to have the first day of trading on 28 June 2023. The Annual General Meeting approved the proposed amendments of the Articles of Association of Triodos Bank to make them more suitable for a listed environment.
Composition of the Executive Board
The Supervisory Board has notified the Annual General Meeting of its intention to extend the appointment of Marjolein Landheer as a member of the Executive Board, in the role of Chief Risk Officer (CRO) ad interim, for a period of one year until after the end of the Annual General Meeting of 2024. Marjolein Landheer has held this role since 25 January 2023. The current CRO, Carla van der Weerdt, is still recovering from the health effects of long-term COVID-19.
The Executive Board has the following members: Jeroen Rijpkema (CEO), Kees van Kalveen (CFO), Jacco Minnaar (CCO), Nico Kronemeijer (COO), and Marjolein Landheer (CRO ad interim).
Composition of the Supervisory Board
The nomination of Willem Horstmann as a member of the Supervisory Board, starting 1 August 2023, until after the Annual General Meeting in 2027, was approved. The Annual General Meeting also approved the nomination of Mike Nawas for reappointment for a term of four years as a member of the Supervisory Board. Mike Nawas will continue to fulfil his role as Chair.
Per 1 August 2023, the Supervisory Board of Triodos Bank will have the following members: Mike Nawas (chair), Danielle Melis, Sébastien D’Hondt, Susanne Hannestad, Kristina Flügel, Willem Horstmann.
Annual Meeting of Depository Receipt Holders of the Foundation for the Administration of Triodos Bank Shares
Composition of the Board of SAAT
There was no majority support for the reappointment of Mercedes Valcárcel as a member of the Board of SAAT, notwithstanding broad appreciation by Board members and depository receipt holders for her valuable contributions. The Board of SAAT will start the search for a new member. Following the meeting, the Board of SAAT has the following members: Alexander Rinnooy Kan (chair), Jolande Sap, Koen Schoors, Roelien Ritsema-van Eck, Tarique Arsiwalla.
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.