On 12 November 2025, the District Court of Midden-Nederland issued its judgment in the case brought by the foundation “Stichting Triodos Tragedie” and an individual Triodos investor against Triodos Bank. The court dismissed all claims in full. In my February 2025 blog, I discussed the earlier settlement with Stichting Certificaathouders Triodos Bank and the various proceedings still ongoing or being prepared abroad. This new judgment is another significant development, which I explain below.
Introduction
Triodos Bank operates in several European countries and has long been regarded as a leading sustainable bank. To raise capital, Triodos issued Triodos Depository Receipts (“TDRs”), a common Dutch structure in which holders receive dividends but no voting rights.
Around 43,500 investors hold roughly 14.5 million TDRs, representing issued capital of approximately EUR 723 million.
What was this case about?
Stichting Triodos Tragedie represents around 1,200 TDR holders. They argued that Triodos’ long-standing internal trading system, under which Triodos itself repurchased TDRs at NAV, created a legitimate expectation that:
- The internal system would be maintained, and
- TDRs could always be sold to Triodos at NAV.
When Triodos suspended trading in 2020 and 2021 and later moved to an MTF and then Euronext, where prices were far below NAV, the foundation claimed Triodos had breached contractual obligations, violated its duty of care and induced investors into purchasing TDRs under a mistaken assumption (“dwaling”).
They sought rescission, damages and a declaration of liability.
Triodos contested all claims, arguing the risks were always clearly disclosed and the transition to a new trading system was unavoidable.
Court’s interpretation of the prospectuses and public statements
The court first examined what exactly was agreed between Triodos and TDR holders.
The prospectuses are decisive here. They are interpreted using the so-called cao-norm, meaning: the court interprets a written document according to its objective wording, as understood by an average, reasonably informed third party. The subjective intentions of the parties who drafted the text are not decisive, unless they are objectively apparent from the document itself.
No obligation to keep the NAV-based system in place under all conditions
The court emphasises that the prospectuses:
- Describe how the internal trading system worked; but
- Do not state that Triodos was obliged to keep this system in place under all circumstances.
In fact, the prospectuses contain clear warnings that:
- TDRs were only tradable to a limited extent;
- Triodos could only repurchase TDRs within a fixed regulatory in-buying capacity;
- Triodos had the discretion to limit or suspend trading;
- Investors might not be able to sell their TDRs for long periods;
- Investors might not be able to sell TDRs at or above their purchase price;
Later documents reinforced these warnings.
Statements by Triodos outside the prospectuses about stable NAV pricing did not, in the court's view, create a binding obligation to maintain the system indefinitely.
The court therefore concluded that there was no contractual obligation to maintain the internal trading system or NAV-based pricing in all circumstances.
No breach duty of care
The court also rejected the claim that Triodos breached its banking duty of care. TDRs were execution-only products, non-complex, and accompanied by repeated warnings regarding illiquidity, trading stops and loss of value.
Triodos was not required to warn about the specific possibility of migrating to an MTF or exchange. The internal “Buffer Full Scenario” identified in 2017 did not trigger additional disclosure duties because the underlying risk, an imbalance between supply and demand, was already disclosed.
No mistaken assumption (“dwaling”)
The court also rejected the “dwaling” claim because Triodos did not provide incorrect information and because future decisions, like the later switch to an MTF, cannot form the basis for a valid “dwaling” claim.
The purchase agreements therefore remain valid and in force.
Did TDR holders suffer legally relevant damage?
Although the claims already fail on the merits, the court still briefly addresses damages.
The foundation argued that the damage equals the difference between the NAV (or purchase price) and the current lower market price. The court rejects this approach.
The correct comparison, according to the court, is:
- the current situation (market trading with liquidity, albeit at a lower price) vs.
- the situation if Triodos had not switched trading systems.
Triodos demonstrated that the imbalance between buy and sell orders was so vast that the internal market would still be frozen today. In that hypothetical scenario, TDR holders could not sell their TDRs at all, even though the NAV would remain high on paper.
The court emphasises:
- “Illiquid securities with a high book value have little real-world value.”
From that perspective, TDR holders are less badly off today than they would have been if the internal market had remained permanently suspended.
A disappointing outcome for investors
The court acknowledged the severe financial impact on TDR holders, noting one investor who saw much of his retirement savings evaporate. Still, it found that Triodos acted lawfully in the face of extraordinary market circumstances and a fundamentally unworkable trading system.
What does this mean for other proceedings and for TDR holders?
This is a first-instance judgment, and an appeal is likely. The decision does not affect the earlier Dutch settlement, which remains unchanged.
Proceedings abroad, including those in Spain and Belgium, continue independently and have produced mixed results so far, some individual investor wins, but also important Supreme Court dismissals in Spain. Any Dutch groups considering new actions will need to take this judgment into account, particularly its interpretation of the prospectuses and disclosed risks.
Final remark
This judgment again illustrates the gap that can arise between investors’ expectations and the strict legal interpretation of disclosures and obligations, especially when a long-standing system collapses under external pressures.
Deminor is not involved in the Triodos case, but we continue to monitor developments closely. When there is news about a possible appeal or developments in other jurisdictions, we will report on it.
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Written by:
Joeri Klein
Head of Investment Recovery & General Counsel Netherlands
