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 and the amendment of the voting policy on 25 March 2025, the general principle is that depository receipt holders are entitled to do so by receiving a proxy from SAAT to exercise voting rights in the relevant general meeting of Triodos Bank in each case. However, it will be possible for SAAT to be authorised by depository receipt holders to vote, either on their behalf (in case of a retroproxy 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 retroproxy 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.
SAAT must (and will) always notify the depository receipt holders of its reasons to limit, exclude of revoke a voting proxy. SAAT will not do so lightly. The general principle is that certificate holders vote.