Final discharge
We think it is important that you know exactly what "final discharge" means and the conditions attached to it. In this explanation you can read what final discharge is, why we ask for it and what consequences it has. You can also find more information about final discharge on https://settlement-offer.triodos.co.uk and www.triodos.co.uk/settlement-offer/explanation. To the extent that the Triodos Bank website is inconsistent with the content of this settlement agreement and its Sections, the terms of the settlement agreement will prevail.
Why final discharge?
With this settlement offer, we want to reach final agreements with our Depository Receipt holders. We want to avoid possible (future) discussions and proceedings regarding Depository Receipt claims as much as possible. Therefore, we ask Depository Receipt holders to grant final discharge in consideration of receiving EUR 10,- per Depository Receipt held by you as at 28 June 2023.
What does final discharge entail?
"Final discharge" means that, once you accept the settlement offer, you can no longer bring any Depository Receipt claims against Triodos Bank and/or a Triodos Party. You therefore declare that you waive the right or opportunity to commence a legal action. This waiver relates to the matters listed below.
How does final discharge affect you?
- 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. - 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.
To which complaints does the final discharge apply?
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.
The final discharge you grant does not cover:
- 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.
Third-party clause
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.
Settlement agreement and effect of this settlement agreement
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.
What are the legal and economic implications of the settlement agreement for you?
By accepting the settlement offer, you give up the chance of commencing any action before any tribunal, court or other dispute resolution forum, and therefore the potential to receive a higher settlement award. However, you also eliminate the risk of no compensation being awarded or a lower compensation being awarded than this Triodos Bank offer. You waive your Depository Receipt claim, if any, and cannot start a new Depository Receipt claim or seek to claim a higher compensation than we hereby offer you. By accepting the settlement offer, you cannot rely on any subsequent court ruling in any jurisdiction that would result in higher compensation, for example a ruling that (i) Triodos Bank should not have listed the Depository Receipts on the MTF or Euronext and should have maintained the old trading system and that these changes are unfair or negligent; (ii) Triodos Bank breached its duty of care, by providing incorrect information, failing to warn or otherwise failing in the issuance or provision of services; or (iii) a Depository Receipt holder is entitled to a refund of the original purchase amount or repurchase at Net Asset Value. For a summary of the pending proceedings in the various jurisdictions as of 31 December 2024, please refer to page 435 of our 2024 financial statements (accessible via https://www.annual-report-triodos.com/).
Your rights as a Depository Receipt holder, apart from the arrangements set out above, will otherwise remain unchanged upon acceptance of this settlement offer and entering into this settlement agreement. This means that dividend rights and voting rights remain unchanged.
At the same time, Triodos Bank and Triodos Parties also cannot rely on subsequent court or tribunal rulings favourable to them which reject Depository Receipt claims, for example because they are time-barred or lack substantive merit.
