Every depository receipt holder has the right to attend the meeting of depository receipt holders, to speak during these meetings and vote on agenda items.
In addition, depository receipt holders have access to Triodos Bank's general meeting. There, depository receipt holders have the right to speak and, if they have requested a voting proxy from SAAT, to vote. This is only different in the exceptional situation where SAAT decides 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 the above cases, SAAT may decide not to grant a voting proxy, or limit, exclude or revoke a given proxy, and vote itself in the general meeting. 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 justify a decision not to provide a voting proxy. SAAT will not do so lightly. The general principle is that depository receipt holders vote.
Any dividends or other distributions declared by Triodos Bank, are for the benefit of the depository receipt holders, with SAAT acting as pass-through vehicle only.
