Below we address questions such as what an inquiry procedure at the Enterprise Chamber is, what this procedure is about and why Triodos Bank has asked for the request to be rejected.
1. What is an inquiry at the Enterprise Chamber?
Investors and other interested parties can request the Enterprise Chamber to order an inquiry procedure. Such a procedure constitutes a specific remedy in Dutch corporate law. It allows a shareholder or a group of shareholders to request that one or more experts be appointed to investigate the policy and affairs of a Dutch company.
2. What exactly is the case about?
Triodos Bank aims to list its depository receipts (shares without direct voting rights) on a so-called multilateral trading facility (MTF) in the second quarter of 2023. One of the aims of this listing is to make trading in depository receipts which is currently suspended possible again. Trading in depository receipts was suspended in 2021 after the imbalance in supply and demand could no longer be absorbed within the existing trading system. A group of depository receipt holders – grouped in the SCTB - are putting into question the choice for an MTF and the suspension of trading. They consider that an in-depth investigation into the background to the failing of the original trading system must first take place before a decision on the future solution can take place, and consider such an examination to be conditional on restoring confidence.
3. Why did Triodos Bank ask to reject the request?
Triodos Bank recognises that it is highly undesirable that depository receipt holders have not had the possibility to trade their depository receipts since January 2021. This undesirable situation does not mean that there are legitimate reasons to question the policy or course of action. Through its lawyer Triodos Bank has indicated that, as much as it values a good relationship with all its depository receipt holders – and the fact that Triodos has been and will be open to any form of mediation- it disagrees with SCTB and that there are no grounds for the requested investigation. The bank made it clear that any investigation would not only put a huge strain on its organisation, but could also delay its listing on an MTF, which is in nobody's interest.
Triodos Bank's lawyer ended their argument with the following words: "Becoming blinded by focusing on the past means that the present and the future are kept out of the picture. In these proceedings, the Enterprise Chamber has the opportunity to keep the parties' focus on the future. Hence a rejection of the inquiry request is a decision that is as necessary as it is correct."
In his closing remarks, CEO Jeroen Rijpkema expressed his wish that we can promptly refocus our full attention on continuing to realize our shared ideals, whereby the listing of our depository receipts on an MTF lays an important basis for Triodos Bank's future.
4. Does a request by default lead to an inquiry procedure?
No, the Enterprise Chamber first considers whether there are grounds to order an inquiry. On December 22, 2022, both SCTB and Triodos Bank presented their arguments. It is expected that the Enterprise Chamber will rule in the first quarter of 2023, unless the parties have previously found a solution to this dispute together. Triodos Bank has indicated that it is happy to do so.