Investors insufficiently informed about supervisory issues, enforcement actions and legal risks
Human Rights in Finance.EU (HRiF.EU) is sounding the alarm over the prospectus that Triodos Bank has published in relation to its listing on Euronext. The bank is concealing fundamental information and financial risks that are essential for investors to know. You can read our deeper analysis with ChatGPT here (but be aware: do your own research-it’s not fleckless). What follows below is the simple version.
Triodos Prospectus launch June 12,2025: long awaited
Yesterday, HRiF discovered that the long awaited Triodos prospectus revealed Triodos had not fully or accurately disclosed information. We immediately filed an urgent enforcement request with the Dutch Authority for the Financial Markets (AFM), requesting that Triodos be compelled to disclose this information (spoiler: yes, our request was already prepared for this purpose, we had a hunch of what was coming and what was going to be brushed underneath a carpet of words).
We then went straight to Beursplein 5 to alert Euronext to the incomplete disclosures and asked them to pause the process and press for answers (and to ensure that they do not process the personal data of angry certificate holders without their consent). You can read HRiF.EU’s letter to Euronext here.
But what exactly is wrong? What is missing from the Triodos prospectus?
1. DNB 2019 Directive: Not an administrative issue, but a fundamental governance failure
Triodos has claimed since 2019 that the intervention by the Dutch Central Bank (DNB) related to “KYC policy.” But the actual DNB decision reveals a much more serious and broader problem:
- Triodos’ SIRA (Systematic Integrity Risk Assessment) was created without management involvement.
- The exisiting SIRA focused on a single country, despite Triodos being a European bank, so DNB ordered a wider Risk assessment.
- DNB called the document a technical product of the staff, lacking policy integration and mentioning that management of Triodos was not visibly involved.
These deficiencies strike at the core of governance and risk management. Yet they go completely unmentioned in the prospectus. And although DNB quietly published this decision only in 2024—hoping no one would notice—we read it.
In fact, since May 2024, we have supported a customer who held Triodos’ board accountable for poor risk management and attempted to settle. The board repeatedly refused to engage seriously, instead pushing the customer into a standardized template: “Will you accept our €10 settlement offer or not?” We found that highly inappropriate, and it reflects Triodos’ aggressive business conduct, which could render its certificates voidable in court.
2. No disclosure of involvement in illegal data processing via TMNL
Triodos was one of five banks involved in Transaction Monitoring Netherlands (TMNL), which:
- Processed billions of personal data points from millions of citizens,
- Was legally controversial and, according to HRiF.EU, violated the GDPR and Dutch criminal law (see Prakken legal opinion),
- Led to the processing of special categories of personal data without valid legal grounds
- May thus face a fine of 14 million euro for unlawful processing under GDPR.
The prospectus makes no mention of this involvement, despite the material legal risks such as fines and damage claims. This is critical information for investors. Triodos does find the space in the prospectus to clarify a 1,4 million impairment on TMNL as an asset, but doesn’t tell us that it may risk the tenfold amount in fines?
It would make sense that Triodos discloses that there is an ongoing enforcement procedure with the Dutch Data Protection Authority and to quantify the financial exposure if fined. Their failure to do so undermines the purpose of a prospectus and shows an omission.
3. AFM has been notified – Now Euronext must act
The AFM has been informed by HRIF.EU of these issues through two enforcement requests submitted this week. Although they have yet to act, they did approve the flawed prospectus. Through these enforcement requests, we give the AFM a chance to correct that mistake.
The responsibility for market integrity now shifts to Euronext. As the exchange platform, Euronext shares responsibility for ensuring transparent markets. HRiF.EU is therefore calling on Euronext (see our letter) to:
- Put the listing of the current prospectus on hold,
- Request supplemental disclosures from Triodos regarding supervisory history and legal risks as well as the two pending enforcement procedures, which are not mentioned in the current prospectus,
- Only proceed with the listing once investors are fully informed,
- Ensure that only investors who have explicitly consented (opt-in) may have their personal data and certificates processed, to avoid unauthorized processing by Euronext under the GDPR
4. Investors deserve full disclosure
Triodos presents itself as an ethical bank. But an ethical image must not be a cover for withholding material facts. Investors deserve transparency, directly from Triodos, regarding:
- The DNB SIRA directive (far wider in terms of geographical scope and nature of risks than a Dutch KYC/AML thingy) and the resulting risk management actions related to it,
- Triodos’ own explanation for not disclosing the content of this supervisory directive during legal proceedings in 2020-2025, and whether the bank itself believes that to be ethical or legally appropriate,
- Triodos’ role in controversial data collaborations like TMNL and the financial risk of 14 Million in GDPR fine, if found to have transgressed the GDPR.
- Ongoing legal risks and potential claims (our estimate: up to €600 million in liability if a court rules that the concealment of the DNB directive was a misleading omission).
Without the above information, investors cannot make an informed decision and our hopes our now placed in a renewed Euronext due diligence process. Thus, we expect next Monday an announcement that the listing will be suspended. And if not, we will continue our calls for disclosure.