SAAT announced in its news release dated 16 May 2024 (SAAT's reaction to MTF Evaluation) that it will return to some parts of the Multilateral Trading Facility (MTF) evaluation conducted by Deloitte Financial Advisory B.V. (Deloitte), Oaklins Equity & ECM Advisory B.V. (Oaklins) and Ipsos B.V. (Ipsos). 

In particular, the Ipsos report (Ipsos) contains views and expectations of Depository Receipt Holders regarding SAAT and its voting policy. SAAT will therefore limit its response below to this report.

Main observations from the Ipsos report and resulting action points SAAT: 

Engagement of DR Holders with SAAT

  • Slide 17 of the report shows that almost two thirds of DR Holders did not participate in any of SAAT's events. Those DR Holders who did participate are largely active in the Netherlands. SAAT will continue to explore how to make its events more attractive and where possible accessible to participants from other countries.
  • Slide 20 of the report shows that more than half of DR Holders experienced a decrease in their commitment to Triodos Bank. The statements from DR Holders show that this is due to the situation surrounding the tradability of the Depository Receipts and the fall in the price of the Depository Receipts. SAAT deeply regrets this decrease in engagement and realises that DR Holders are in a difficult position and that the problems with the old trading system and the current price on the MTF affect DR Holders in particular. SAAT is therefore pleased that Triodos Bank has decided to prepare a listing on Euronext. 

SAAT's voting policy

  • Slide 58 of the report shows that one third of Depository Receipt Holders are not yet familiar with SAAT's voting policy. Moreover, 73% of the Depository Receipt Holders who are familiar with SAAT's voting policy say they do not know the details. SAAT deeply regrets this and refers these DR Holders to SAAT's website where the voting policy can be found at Further explanation of SAAT's voting policy can be found in the FAQs on SAAT’s website.
  • Currently, Depository Receipt Holders can either give SAAT a voting instruction or give SAAT the freedom to use their voting right without specific instructions. In the latter situation, SAAT votes from a threefold perspective: the interests of the Depository Receipt Holders, the interests of Triodos Bank and the mission of Triodos Bank. 
  • Slides 61 and 62 of the report show that 75% of Depository Receipt Holders believe that the two voting options offered are sufficient. In contrast, 25% of the Depository Receipt Holders indicate a need for additional voting alternatives. This could include, among others, the possibility of granting a proxy to a third party, such as Stichting Certificaathouders Triodos Bank (SCTB). SAAT notes that an initiative to change the proxy policy lies with Triodos Bank. If Triodos Bank proposes this, SAAT sees no reason to oppose it. 
  • Other reasons why 25% of DR Holders would like to see additional voting options are that (i) DR Holders do not trust SAAT, (ii) the threefold perspective is not supported, (iii) the voting policy is perceived as too complicated and (iv) there is a need to be able to vote digitally.
    • SAAT is obviously disappointed to read that some DR Holders have no confidence in SAAT. SAAT is doing all it can to restore or strengthen that trust. In doing so, it will try to use as much input from DR Holders as possible to improve its working methods. At the DR Holders' meeting on 28 February 2024, governance proposals were presented to, among others, increase SAAT's independence. These proposals, as is known, did not receive majority support from the Depository Receipt Holders' meeting. Given the announced Triodos Bank listing on Euronext, SAAT is considering resubmitting (some of) these proposals to the Depository Receipt Holders’ meeting at some point.
    • Regarding the threefold perspective, SAAT notes that it has given the possibility to DR Holders to give their own voting instructions to SAAT precisely so only the individual interests of the relevant Depository Receipt Holder themself are taken into account.
    • SAAT understands that some DR Holders perceive the voting policy as complicated. For further explanation of the voting policy, SAAT refers to the FAQs on the website Be that as it may, SAAT acknowledges the feedback from the Depository Receipt Holders and will in the coming period examine how the content of the voting policy can be made even clearer.
    • Regarding the desire for digital voting, SAAT notes that this possibility already exists through the ABN AMRO Corporate Broking portal. SAAT will urge Triodos Bank to pay extra attention to this in their communications around the portal.

Triodos Bank listing

As previously communicated, SAAT welcomes Triodos Bank's announced steps to proceed with preparing a listing on Euronext. As previously communicated by SAAT, it is in the interests of the Depository Receipt Holders and Triodos Bank that obstacles in the tradability of the Depository Receipts are removed to the best extent possible, so that liquidity further improves and the involvement of Depository Receipt Holders in the bank can improve. 

At the same time, SAAT notes that the MTF evaluation shows that Triodos Bank faces challenges. For the move to Euronext to be successful, these challenges will need to be resolved by Triodos Bank in parallel. SAAT will continue its efforts to facilitate Depository Receipt trading in the future. In light of Triodos Bank's recent listing intentions, SAAT will look into what this decision-making process should look like. As soon as more can be said about this, SAAT will inform DR Holders in more detail.