SAAT announces its updated role and focus to safeguard Triodos Bank’s mission and identity

Against the background of various governance changes in the previous years (i.e., changes in the Voting Policy and the Terms of Administration of SAAT) the SAAT Board evaluated SAAT’s current role and focus in line with current market practice. Specific attention went to (i) the protective role of SAAT (i.e., role of SAAT as a protective foundation with the power to suspend voting rights on Triodos Bank Depository Receipts (DRs) in exceptional circumstances, such as hostile take-over scenarios), (ii) the proxy voter role of SAAT (i.e., the ability of SAAT to receive blank proxies, or voting instructions from DR Holders to vote on their behalf in the General Meetings of Triodos Bank), and (iii) the role of SAAT as a community platform for DR Holders.

Retaining SAAT’s core protective and proxy voter functions

The outcome of the evaluation is that the protective function of SAAT remains essential in protecting Triodos Bank’s mission and identity. In accordance with Article 2:118a (2) of the Dutch Civil Code, SAAT has the authority to suspend or exercise voting rights in extraordinary circumstances, such as hostile takeovers. This protective role is especially relevant following Triodos Bank’s listing on Euronext and aligns with both statutory protections and safeguarding Triodos Bank’s mission and identity.

SAAT will also continue its proxy voter role, including the execution of blank proxies and voting instructions in line with the one-share-one-vote policy approved by DR Holders during the Depository Receipt Holders meeting (DRHM) held on the 23 March 2023. This process provides an option for DR Holders who do not wish to vote themselves to provide the proxy with or without voting instructions to the Chair of SAAT. SAAT will exercise the proxies without a voting instruction in line with Triodos Bank’s three-fold perspective: the interests of the DR Holders, the interests of Triodos Bank and Triodos Bank’s mission.

Discontinuation of consultative DRHMs

As a part of the proxy voter role, SAAT organised consultative DRHMs during which the SAAT Board informed and discussed the agenda with DR Holders on the manner in which it intended to exercise the given proxy votes in the General Meetings or Extraordinary Meetings (AGMs/EGMs) of Triodos Bank.

The introduction of the one-share-one-vote principle and the right of substitution (allowing DR Holders to give their proxy to a third-party), lead to a decreasing number of proxies given to the Chair of SAAT.

The SAAT Board has evaluated the effectiveness of the DRHMs and decided it will discontinue these meetings from now onwards. This approach does not require any adjustments in SAAT’s voting policy or Articles of Association. SAAT will inform DR Holders prior to opening of the voting period of a respective AGM or EGM’s on how it will exercise its mandate for blank voting via a statement published on its website. DR Holders who wish to do so can give a proxy to SAAT on the basis of this statement.

SAAT Chairman Alexander Rinnooy Kan commented: “Our renewed focus reflects SAAT’s commitment to protecting Triodos Bank’s mission. By retaining our protection and proxy voting roles ensuring that both the interests of DR Holders and the mission of Triodos Bank remain at the centre of our work. We trust that DR Holders agree with the above-mentioned interpretation of our future role and look forward, together with them, to the growth and prosperity of the bank with which we all feel so deeply connected.”

Fostering community engagement

During the General Meeting in May 2025, Triodos Bank shared more details on its efforts to strengthen its community of engaged stakeholders. In December 2025, Triodos Bank announced the launch of the Triodos Bank Impact Collective (TBIC), an advisory board bringing together representatives from all stakeholder groups.  The TBIC, together with other community activities, will provide accessible and diverse opportunities for DR Holders to engage with both Triodos Bank and each other on topics related to Triodos Bank’s mission, transition themes and impact agenda.

With Triodos Bank stepping up its efforts to build and facilitate a strong community of engaged stakeholders, including DR Holders, this community‑engagement role now appropriately rests with the bank. This shift allows SAAT to focus on its core protective and voting responsibilities, while Triodos Bank leads the broader community dialogue and collaboration. 

The evolved role/focus of SAAT, alongside enhanced community and stakeholder engagement, provides a balance between clear governance, stakeholder engagement, and the continued protection of Triodos Bank’s mission and values.