TLIM

Triodos Investment Management BVAnnual report 2014

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Table of Contents Page

Annual Report by the Board of Management 3

Balance sheet as at 31 December 2014 12

Profit and loss account for 2014 13

Notes to the balance sheet and the profit and loss account 14

Other information 25

Annex A 26

Annex B 27

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Annual Report by the Board of Management

Introduction

Triodos Investment Management, a 100% subsidiary of Triodos Bank with responsibility for the management of the Triodos Investment Funds, is a globally recognised leader in impact investing.

It manages direct investments in a variety of sectors including climate and energy, inclusive finance, sustainable trade, organic farming, organic food and sustainable lifestyle companies, arts and culture, sustainable real estate and listed companies with above average environmental, social and governance (ESG) performance.

Triodos Investment Management manages 17 funds. They invest in Europe and emerging markets with a range of risk-return profiles and financial instruments. Its total assets under management in 2014 grew by 6% to EUR 2.7 billion (2013: 15%).1

Private and institutional investors can invest in these funds. The retail investment funds for private investors are distributed by a number of banks, including some of Triodos Bank’s branches. Triodos Investment Management maintains direct relationships with institutional investors, private banks and family offices in the funds under management.

The development and performance of the different funds impact the financial performance of Triodos Investment Management. For this reason a summary of business lines and all relevant funds’ activities, risks and prospects are presented in this report.

Increasing appetite

Triodos Investment Management`s mission is to make money work for positive change. More specifically its aim as an investor is to serve as a catalyst in the transition to an economy where people and planet come first, in line with the vision and mission of Triodos Bank.

Triodos Investment Management is convinced that there is a growing appetite among investors for credible investments that deliver real impact and not just financial results, not least because of continuing growth figures.

In 2014 it continued the focus on growing its investor base among mid-size institutional investors, private banks, family offices and high-net worth individuals.

Triodos Investment Management continuously looks for financial solutions to social and environmental challenges. To this end, it has developed a new investment fund, Triodos Organic Growth Fund, which was launched in January 2014. Triodos Organic Growth Fund is a long-term private equity fund that invests in privately-owned sustainable consumer businesses in Europe.

Triodos Bank and Triodos Investment Management have more than 20 years’ experience in investment products that deliver social and sustainable economic change. As a result of this work Triodos Investment Management has become globally recognised as a front-runner in impact investing, producing social, environmental and financial returns.

In 2014 this meant:• contributing to a reduction of over 430,000 tonnes of CO2, equivalent to the electricity consumption of 323,000 European households by 630.7 MW of installed clean energy capacity.

• 83,418 small-scale farmers in 22 countries worldwide were paid directly on delivery of their harvest through trade-finance facilities, bringing 13 different fair-trade and organic products to international markets.

• the management of EUR 97 million in assets in arts and culture initiatives; projects that reached 2.6 million visitors and provided affordable facilities for 2,144 artists.

• increasing the quality and sustainability of the built environment through the management of a portfolio of sustainable buildings that emit 89% less CO2 than the average building.

• an increase in volume of inclusive finance funds to EUR 633 million. The funds provided finance to 117 emerging and well-established inclusive finance institutions in Latin America, Asia and Africa. These institutions reach 10.7 million low-income people with loans. 8.3 million low-income people use savings services offered by these institutions.

1 Including other activities, i.e. of Triodos Investment Advisory & Services BV (see also page 27).

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Engaging listed companies

Triodos Investment Management provides opportunities for people and institutions to invest in stock exchange listed companies that meet Triodos Bank’s strictest environmental, social, and governance criteria.

Through these Socially Responsible Investment funds (the SICAV I funds), investors become part of a movement to make some of the world’s largest corporations adopt more sustainable practices. To do this Triodos Investment Management has engaged with 87% of the 287 companies in the Triodos Sustainable Investment Universe in 2014.

As per the end of 2014, the SRI funds managed EUR 1.027 million in assets dedicated to ‘best in class’ and pioneering stock exchange listed companies worldwide, as well as European state and corporate bonds.

Funds performance

The overall increase in total funds entrusted to Triodos Investment Management reflects investors’ appetite for sustainable investments. Worldwide, investors are increasingly opting for meaningful and measurable impact in addition to financial results. This development is of enormous value in the transition to a more sustainable society.

Triodos Investment Management’s total assets under management grew by EUR 149 million to EUR 2.7 billion, a 6% increase (2013: 15% increase) during the year.

The transfer of Ampere Equity Fund to another manager as per 1 January 2014 has reduced the total assets under management by EUR 221 million. This was compensated during the year by

solid inflows in the majority of the investment funds, resulting in a net increase of the total assets under management.

The Triodos Sustainable Funds (Triodos SICAV l), which invest in listed companies, experienced marked growth of 53%. The funds passed a notable milestone of EUR 1 billion assets under management in 2014, for the first time. Triodos Fair Share Fund and Triodos Microfinance Fund also realised a significant expansion of 26% and 40% respectively. Triodos Renewables Europe Fund’s assets under management were also up by 7%.

The Triodos Organic Growth Fund was launched with an initial fund size of EUR 25.3 million and increased its assets under management during 2014 by 15.8% to EUR 29.3 million.

The Dutch impact funds Triodos Green Fund, Triodos Culture Fund and Triodos Real Estate Fund experienced a limited decrease in assets under management of 6%, 5% and 2% respectively. Triodos Real Estate was impacted less by negative revaluations than in previous years, resulting in a marginal decrease of assets under management. The fund’s portfolio continues to perform strongly with an occupancy rate of more than 97%. The inflow of new assets under management in 2014 for Triodos Green Fund and Triodos Culture Fund was lower than expected.

Regulations for investment management firms are continuously in development both at a European and Dutch level. In 2014, Triodos Investment Management implemented the regulations of the European “Alternative Investment Fund Managers Directive” (AIFMD). This directive was brought into force from 22 July 2014. From then, Triodos Investment Management became a licensed alternative investment fund manager and submitted a file to the Dutch regulatory authority

EUR 2.7 billiontotal assets under management

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(Autoriteit Financiële Markten), for pass-porting its AIFM services.

As part of the AIFMD regulation, management companies are required to at least disclose information about their remuneration practices for employees whose professional activities have a material impact on its risk profile. In 2014, Triodos Investment Management committed to the Code of Excellence of the Dutch Fund and Asset Management Association (DUFAS) in which, among other things, transparency about the remuneration policy is addressed. All Triodos Investment Management co-workers are employed by Triodos Bank. Triodos Bank believes good and appropriate remuneration for all its co-workers is very important. The core elements of the international remuneration policy of Triodos Bank are set out in the Principles of Fund Governance.

The American Foreign Account Tax Compliance Act (FATCA) was also implemented in Triodos Investment Management’s operations as well as the European Market Infrastructure Regulation (EMIR). Triodos Investment Management is fully compliant with this new regulatory environment, and has made all necessary adjustments to its operations.

Further streamlining of Triodos Investment Management’s internal operations was also a major priority for 2014, including the introduction of a new core investment portfolio management ICT system.

Energy and Climate

Triodos Investment Management has over 25 years’ experience of investing in renewable energy, making it a preferred partner for many investors and renewable energy entrepreneurs.

The assets under management for the Energy and Climate sector were EUR 787 million by the year end(2013: EUR 1,035 million).2 The transfer of the Ampere Equity Fund on 1 January 2014 has reduced the total assets under management in

Energy & Climate by EUR 221 million. Without this, funds under management in the sector Energy and Climate would have been stable.

At the end of 2014, the total renewable energy equity and loan portfolio in Europe consisted of over 101 projects, with a total sustainable power generation capacity of approximately 630.7 MW. Together this contributed to the avoidance of over 430,000 tonnes of CO2 emissions in 2014, equivalent to the electricity consumption of 323,000 European households.

These projects are comprised of 48 wind power projects, 17 solar photovoltaic projects, 11 biomass projects, 10 heat/cold storage projects and one small hydro project and eight projects in a construction phase.

The activities of Triodos Groenfonds and Triodos SICAV II - Triodos Renewables Europe Fund were managed from the Triodos Investment Management offices in The Netherlands. Triodos Renewables plc was managed from the United Kingdom.

Case StudyIn 2014, Triodos Groenfonds was one of the consortium members involved in the funding of the Westermeerwind project in The Netherlands, a landmark near-lakeshore wind project in Noordoostpolder that will consist of 48 turbines of 3 MW each. The wind farm will produce over 500 GWh of sustainable electricity, or enough to supply the equivalent of 160,000 households. As a result, the wind farm will contribute substantially to energy-saving targets set by the Dutch government.

Developments in 2014In 2014, Triodos Groenfonds further diversified its portfolio by investing up to a maximum of 10% of the assets under management in renewable energy projects in emerging markets. The fund approved two loans in 2014: Lake Turkana Wind Park in Kenya and Essel-Clean Solu, a run-of-the-river hydropower project in Nepal. Both projects significantly contribute to improving the access to energy for the countries’ inhabitants. The total volume of assets under management of the fund at the end of 2014 was EUR 620 million.

2 This figure includes the investments made by Triodos Groenfonds in the organic agriculture sector. As this fund is managed from this business-line this figure is included in this report.

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In line with the fund’s strategy of supporting experienced developers in increasing Europe’s renewable energy generation capacity, Triodos Renewables Europe Fund made a follow-on investment in Silvius Sun, a company owned by Solar Access, which has a portfolio of 20 roof-mounted solar projects in Belgium totalling 20.4MW. These solar plants are located on the roofs of commercial buildings. The volume of assets under management of the fund at the end of 2014 was EUR 63 million.

Triodos Renewables plc added two new projects to its portfolio. The projects acquired in 2014 which are now in construction, will add 13% to Triodos Renewables generating capacity over the course of 2015. Triodos Renewables plc generated a record total of 134 million kWh in 2014. The total volume of assets under management of the UK based portfolio was EUR 104 million at the year end.

Prospects In order to deliver a transition from a carbon-based economy to a more sustainable economy it is essential to reduce energy demand, to use energy as efficiently as possible, and to invest massively in renewable energy systems. Triodos Investment Management believes renewable energy remains the best solution to mitigate the emission of greenhouse gases. It will continue to use its longstanding expertise in financing renewable energy projects to catalyze the transition to a sustainable economy. It is convinced that it will continue to be able to grow the assets under management in its Energy and Climate funds.

Emerging Markets

The inclusive finance and sustainable trade funds’ goal is to contribute to the development of inclusive financial sectors in developing countries. Inclusive financial systems improve lives by providing financial services in a transparent and responsible way, encouraging trade in certified fair trade and organic products and stimulating sustainable agriculture. Triodos Investment Management believes that access to financial services plays a crucial role in reaching global sustainable development goals.

The Emerging Markets’ activities consist of the management of internationally operating funds that invest in emerging markets in Latin America, Africa, Asia and Eastern Europe. The emerging market funds collectively grew by EUR 70 million in 2014, an increase of 12.6% to EUR 633 million.

The activities of the Triodos Fair Share Fund, Triodos SICAV II - Triodos Microfinance Fund, Triodos Sustainable Finance Foundation, Stichting Hivos-Triodos Fonds, Triodos Sustainable Trade Fund, and Triodos Renewable Energy for Development fund, are all managed from the Triodos Investment Management offices in The Netherlands.

Developments in 2014 In 2014 Triodos Fair Share Fund and Triodos Microfinance Fund have been very active with equity investments. Between the two of them, the funds have taken an equity share in six microfinance institutions. At the same time, the funds have sold part of their shares from three microfinance institutions because they have matured to become fully-fledged banks, in terms of outreach, governance, risk management and performance.

Inclusive financeCombined total assets under management in inclusive finance were EUR 600 million, up by 12.5%.The four Triodos inclusive finance funds; Triodos Fair Share Fund, Triodos SICAV II - Triodos Microfinance Fund, Stichting Triodos Sustainable Finance Foundation and Stichting Hivos-Triodos Fonds financed 117 microfinance institutions and banks, operated in 47 countries in 2014. These institutions reach 10.7 million low-income clients with loans (2013: 8.4 million). 70% of these are women. 8.3 million people were served with savings products (2013: 7.9 million). 49% of these clients live in rural areas. The four Triodos inclusive finance funds hold equity stakes in 22 leading and innovative microfinance institutions and vehicles worldwide (2013: 22). Senior Triodos Bank co-workers sit on the microfinance institutions’ board of directors, sharing valuable knowledge and expertise in sustainable banking.

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Case StudyTriodos Investment Management, together with AccesHolding and responsAbility, has acquired ownership of Microfinance Organization Credo in Georgia from VisionFund International. Triodos Fair Share Fund and Triodos Microfinance Fund jointly hold a 19.8% equity stake.

Credo stands out as an internationally recognised example in providing microfinance services throughout Georgia. In close cooperation with Credo’s management Triodos Investment Management, together with the other investors, will further build on the very solid foundation and continue to develop Credo into a strong provider of sustainable and accessible financial services, contributing to social and economic development in Georgia.

Prospects Continuing growth of the inclusive finance funds is expected in line with current trends. Triodos Investment Management sees strong demand for finance in emerging markets and will continue to add new investments to the portfolios of the inclusive finance funds. The funds will continue to target a broad range of institutions active in the financial inclusion sphere, such as traditional microfinance institutions, as well as SME banks and micro-leasing companies.

Arts and culture

Triodos Bank has pioneered arts and culture finance for many years. It promotes a sector that it believes is best served by diversifying its finances, incorporating a spread of grants, charity, subsidies and commercial finance. Triodos Investment Management manages The Netherlands based Triodos Cultuurfonds, which is designed to help deliver this transformation to a more resilient sector.

The fund was launched in 2006 and invests in cultural projects that aim to improve and preserve arts and culture.

By the end of the year, the fund’s total net assets had decreased by 5.0% to EUR 97 million (2013: EUR 103 million).

2.6 million people visited theatres and museums, and 2,144 artists took advantage of affordable arts space financed by Triodos Cultuurfonds in 2014.

Case StudyIn 2014, Triodos Cultuurfonds further diversified its portfolio mix. In line with the existing risk-return profile, the fund provided a number of loans to cultural institutions with a slightly higher risk profile and prospects of corresponding higher returns. These loans can contribute to a higher return for the fund and are also very beneficial for stimulating entrepreneurship in the cultural sector. A good example is the Metaal Kathedraal. This former church is now being used as cultural venue where cultural activities, such as festivals, concerts and presentations, are being organized and artist can rent affordable workspaces.

Prospects Triodos Cultuurfonds is seeking investments in projects that have diversified revenues and commercial entertainment companies, whilst still continuing to provide investment for theatres, museums, and artist-collectives. Adding new types of cultural institutions to its portfolio should result in stronger returns from the fund.

Triodos Cultuurfonds should remain attractive to investors in 2015, impacting directly on the healthy development of the Dutch cultural sector. The volume of the fund’s assets under management is expected to grow slightly in 2015.

Sustainable Real Estate

Triodos Bank’s involvement in the real estate sector is built on a unique vision on sustainability, based on the ‘Triodos Test For Sustainable Real Estate’ which is based on four P’s: People, Planet, Profit and Project.

100%subsidiary of Triodos Bank

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Triodos Investment Management B.V. manages Triodos Vastgoedfonds N.V. Triodos Real Estate Investment Management B.V. managed Green Offices I CV – an investment vehicle that itself managed Dutch-based global courier TNT’s sustainable headquarters building. Triodos Real Estate Investment Management B.V. had outsourced several operational tasks to Triodos Investment Management B.V. These activities were ended in the first quarter of 2014 due to the sale of the TNT building.

Triodos Vastgoedfonds The market circumstances for real estate appear to be improving and revaluations are becoming less severe than in previous years. Triodos Vastgoedfonds is well positioned compared to other property investment funds because of low vacancy rates, high average tenures of rental contracts and a focus on investing in high quality buildings. The fund regularly receives recognition for the quality of the portfolio and its vision on real estate. In 2014 it was one of the three nominees for the Dutch FGH real estate award.

The investment portfolio decreased from EUR 71.0 to EUR 69.7 million in 2014 because of limited lower valuations of the assets in its portfolio.

In 2014, shareholders agreed to a statutory change, allowing the lowering of the nominal value of the fund. By doing so the fund was able to realise a distribution to shareholders.

Case StudyIn 2010, Triodos Vastgoedfonds acquired a vacant building next to the Groningen railway station, in the North of The Netherlands. At the same time it signed a Green Lease Contract with future tenant of the building, GasTerra. The partners agreed that the building would be refurbished to become extremely energy efficient and sustainable office, with an improved energy label from G to A+, with finance coming from a Green Lease Contract. In this contract, both tenant and landlord agree that future savings from lower energy costs will be used to create the budget for the refurbishment. In April 2013 the building was opened by the then HRH Prince Willem Alexander of The Netherlands. In 2014 the building was nominated for the prestigious FGH real estate award.

Prospects Triodos Investment Management will continue to investigate the best strategy to maintain the quality of the fund in the light of challenging market conditions. At the same time options to grow the assets under management are being investigated.

Organic food and agriculture

Triodos Investment Management sees the need and the opportunity to support businesses that play an important part in the transition towards a sustainable lifestyle and economy. European organic and sustainable consumer businesses are growing and reaching maturity stages in their development. However, apart from venture capital and angel investors the capital markets are mostly characterised by a short term-focus which does not fit the long-term focus of mission-driven companies. The Triodos Organic Growth Fund, established in January 2014 as a Sub-Fund of Triodos SICAV II, aims to fill this gap.

Triodos Organic Growth FundTriodos Organic Growth Fund is an evergreen fund that focuses on providing long-term and mission-aligned private equity to leading mature companies active in the fast growing organic food and sustainable consumer products sector.

Since its launch on 13 January 2014 at a fund size of EUR 25.3 million, Triodos Organic Growth Fund has increased by 15.8% to EUR 29.3 million.

In 2014, Triodos Organic Growth Fund realised two investments. The fund’s first investment was in the Danish market-leading organic food company Aarstiderne and the second investment was in Triaz, a German mail-order and on-line retailer of sustainable consumer products.

Case StudySince February 2014, Triodos Organic Growth Fund has held 20% of the shares in Aarstiderne A/S (Danish for ’the Seasons’). Aarstiderne is an organic box scheme company with 120 employees. It delivers around 30,000 meal boxes per week in Denmark and Sweden via a subscription service 55,000 customers. For four years this frontrunner in the Danish organic food sector offers both traditional boxes containing organic fruit and vegetables and boxes containing measured

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ingredients, including meat and fish, for the preparation of specific meals, with recipes included.

Prospects Triodos Organic Growth Fund anticipates growing its portfolio by adding three to four new investments. The fund currently targets investments in the range of EUR 2-6 million each. The aim is to have approximately 65% of the total net asset value invested at year-end 2015.

Socially Responsible Investments

Triodos SICAV I consists of four Luxembourg-based sub-funds that are distributed in The Netherlands, Belgium, Luxembourg, and Germany.

In 2014, Triodos SICAV I passed the historical mile -stone of EUR 1 billion assets under management. The fund volumes of Triodos SICAV I increased by 52.9% to EUR 1,027 million during the year.

The four funds are Triodos Sustainable Equity Fund, Triodos Sustainable Pioneer Fund, Triodos Sustainable Bond Fund, and Triodos Sustainable Mixed Fund. All invest in shares and bonds of listed companies. These companies perform well socially and environmentally, relative to their peers in their sectors. Their work has been recognised in several awards for Triodos SICAV I. For instance, Triodos Sustainable Mixed Fund has been awarded with the vwd CASH Fund Award for being the best fund in the category Mixed Global Currency Balanced. Triodos Investment Management has been awarded with De Standaard-La Libre Belgique Award at the Fund Awards Belgium 2014 for being ‘the best manager of Socially Responsible Investment funds’.

Engagement Promoting corporate social responsibility produced positive results in 2014. Triodos Research made use of voting rights on behalf of the Triodos SICAV I fund at 125 shareholder meetings. The companies were informed about the issues that Triodos intended to vote on in advance of these meetings, allowing organisations to take meaningful steps to address them.

In total, Triodos Research engaged 495 times with 241 companies, leading to a number of

improvements in their corporate social responsibility policies and performance.

Through this work, Triodos demonstrated that sustainable investment on the stock market can lead to material developments in sustainable corporate behaviour.

Prospects We expect that the continuous inflow of new investments will remain stable in 2015, resulting in further growth of the assets under management in the funds. Triodos Investment Management will explore further development of the SRI funds in 2015.

Financial results

Assets under management increased by 6% to EUR 2.7 billion as per the end of 2014. The operating income (excluding extraordinary results) increased by 4.8% to EUR 25.3 million (2013: EUR 24.2 million). The total income was EUR 30.8 million due to extraordinary gains on investments resulting from the sale of shares in equity investments in Emerging Markets. Expenses in 2014 increased by 6.1% to EUR 20.2 million (2013: EUR 19.0 million), primarily because of an increase in direct and indirect co-worker costs.

Profit, after tax, was EUR 8.2 million, up by 76.4% compared with 2013. This strong increase of profits is mainly due to the gains on investments resulting from the sale of shares in equity investments in the Triodos Sustainable Finance Foundation and Hivos Triodos-Fund portfolios. The net profit, without the extraordinary income, amounts to EUR 4.1 million, a 4.1% decrease compared with 2013 (EUR 4.3 million).

Triodos Investment Management’s balance sheet consists mostly of cash, short term debtors on managed entities and short term liabilities to Triodos Bank.

Triodos Investment Management Prospects Triodos Investment Management is confident that its funds will continue to attract investors, building on over 20 years’ experience in bringing together values, vision, and financial returns on investment. Growth of over 10% of assets under management is expected in 2015.

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Triodos Investment Management is well positioned for further growth, with increasing demand from investors in impact investment looking for an experienced, reliable and professional impact investment partner. To strengthen its reputation as an innovative investment manager it will continue to develop and expand within existing funds and create new values-based investment solutions. It will explore the further development of its SRI funds in particular. This will further contribute to achieving Triodos Investment Management’s mission and deepen the impact of its funds.

This is particularly relevant in a competitive market where growing numbers of organisations present themselves as socially responsible investors. Triodos Investment Management’s strategic focus will continue to be on individual investors, but will also increasingly be aimed at High Net Worth Individuals, family offices and semi-institutionals. Triodos Investment Management will also continue to increase its international distribution.

In the context of ambitions to further increase its impact and with challenging market circumstances and increasing regulations, Triodos Investment Management aims to grow its assets under management to EUR 3.1 billion in 2015.

Zeist, 29 May 2015

Marilou van Golstein BrouwersMichael JongeneelLaura Pool

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Before appropriation of result (amounts in euros) Notes 31.12.2014 31.12.2013

ASSETS

Fixed assets

Intangible fixed assets 1Financial fixed assets – 13Paid goodwill – –Software development 1,084,463 504,764

1,084,463 504,777

Current assetsDebtors 2 1,230,178 25,723Other receivables 3 6,844,067 6,602,886Cash and banks 4 6,911,817 5,047,147

14,986,062 11,675,756

Total assets 16,070,525 12,180,533

LIABILITIES

EquityIssued and paid-up capital 5 18,500 18,500Share premium reserve 5 327,550 327,550Legal reserves 6 459,000 –General reserve 7 391,469 841,832Unappropriated profit 8,234,193 4,668,637

9,430,712 5,856,519

Short-term liabilities, accruals and deferred incomeCreditors 573,207 352,354Payable company tax 2,744,733 1,556,213Payable VAT 106,317 43,952Other short-term liabilities, accruals and deferred income 8 3,215,556 4,371,495

6,639,813 6,324,014

Total liabilities 16,070,525 12,180,533

Balance sheet as at 31 December 2014

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(amounts in euros) Notes 2014 2013

IncomeManagement contracts 9 30,767,878 24,620,608Research services 10 266,800 495,250Commercial services 11 97,746 110,678Other income 12 11,255 5,520

31,143,679 25,232,056

ExpensesOverhead costs 13 20,054,103 18,976,122Exchange rate results -33,686 18,146Write off intangible fixed assets 136,518 6,450

20,156,935 19,000,718

Operating profit 10,986,744 6,231,338

Financial income 14 4,441 8,549Financing costs 15 -12,259 -15,037

Result before tax 10,978,926 6,224,850Corporate Income Taxes -2,744,733 -1,556,213

Result after tax 8,234,193 4,668,637

Profit and loss account for 2014

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(amounts in euros)

General

Triodos Investment Management BV was founded on 12 December 2000 and is located in Zeist. The main activities of Triodos Investment Management are investment management and fund management activities on behalf of several Triodos Funds. These annual accounts relate to its fourteenth financial year. Triodos Investment Management is a 100% subsidiar y of Triodos Bank NV (located in Zeist). These financial statements have been prepared for a reporting period of one year. The 2014 figures of Triodos Investment Management, including a cash flow statement, are included in the consolidated figures of Triodos Bank and are available via www.triodos.nl.

Basis of preparation

The annual accounts are in accordance with Part 9 of Book 2 of the Dutch Civil Code. These financial statements have been prepared on the basis of the going concern assumption.

Accounting principles

GeneralUnless stated otherwise, assets and liabilities are shown at nominal value.

An asset is disclosed in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. A liability is recognised in the balance sheet when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligation can be measured with sufficient reliability.

Income is recognised in the profit and loss account when an increase in future economic potential related to an increase in an asset or a decrease of a liability has arisen, the size of which can be measured reliably. Expenses are recognised when a decrease in the economic potential related to a decrease in an asset or an increase of a liability has arisen, the size of which can be measured with sufficient reliability.If a transaction results in a transfer of future economic benefits and or when all risks relating to assets or liabilities transfer to a third party, the asset or liability is no longer included in the balance sheet. Assets and liabilities are not included in the balance sheet if economic benefits are not probable and/or cannot be measured with sufficient reliability.

Revenues and expenses are allocated to the period to which they relate. Revenues are recognized when the company has transferred the significant risks and rewards of ownership of the goods to the buyer.

The financial statements are presented in euros, the company’s functional currency

Use of estimatesThe preparation of the financial statements requires the management to form opinions and to make estimates and assumptions that influence the application of principles and the reported values of assets and liabilities and of income and expenditure. Actual results may differ from these estimates.

The estimates and the underlying assumptions are constantly assessed. Revisions of estimates are recognised in the period in which the estimate is revised and in future periods for which the revision has consequences.

Notes to the balance sheet and the profit and loss account

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Principles for the translation of foreign currencyTransactions denominated in foreign currency are translated into euro’s at the exchange rate applying on the transaction date. Monetary assets and liabilities denominated in foreign currency are translated at the balance sheet date into to the functional currency at the exchange rate applying on that date. Non-monetary assets and liabilities in foreign currency that are stated at historical cost are translated into euros at the applicable exchange rates applying on the transaction date. Translation gains and losses are taken to the profit and loss account as expenditure.

Intangible fixed assets - Incorporation and share issue costs Incorporation and share issue costs are stated at cost less accumulated amortisation and impairment losses. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful life of five years.

A legal reserve is recorded for the capitalised incorporation and share issuance costs that have not yet been written down.

Intangible fixed assets - Development costsThe development of an intangible fixed asset is considered commercially profitable if the following conditions are met: the completion of the asset is technically feasible, the company has the intention of completing the asset and then of using or selling it (including the availability of adequate technical, financial and other resources to achieve this), the company has the ability to use or sell the asset, it is probable that the asset will generate future economic benefits, and the costs during the development phase can be determined reliably. Development costs are stated at production cost, less accumulated amortisation and impairment losses. These costs mainly comprise the cost of direct labour. Upon termination of the development phase, the capitalised costs are amortised over their expected useful life, which is 5 years. Amortisation takes place on a straight-line basis.

A legal reserve is formed for the capitalised development costs that have not yet been amortised.

Shareholders’ equity Financial instruments that are designated as equity instruments by virtue of the economic reality are presented under shareholders’ equity. Payments to holders of these instruments are deducted from the shareholders’ equity as part of the profit distribution.

Financial instruments that are designated as a financial liability by virtue of the economic reality are presented under liabilities. Interest, dividends, income and expenditure with respect to these financial instruments are recognized in the profit and loss as financial income or expense.

Income from operating activities The policy regarding determination of the result is based on allocation of income and expenses to the corresponding period. Income from operating activities are recognized in the profit and loss account when the revenue amount can be determined in a reliable manner, collection of the related compensation to be received is probable, the extent to which income have been performed on the balance sheet date can be determined reliably, and the costs already incurred and (possibly) yet to be incurred to complete the service can be determined reliably.

If the result from a specific service contract cannot be determined reliably, then the revenues are recognised up to the amount of the service costs that are covered by the revenues.Revenues from services rendered are recognised in the profit and loss account in proportion to the stage of completion of the transaction as at the reporting date. The stage of completion is assessed by

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reference to assessments of the work performed / the services performed up to that moment as a percentage of the total services to be performed / the costs incurred up to that moment in proportion to the total estimated costs of the services to be performed.

Employee benefitsTriodos Investment Management BV has no direct personnel on its payroll. All personnel working for Triodos Investment Management BV are charged from Triodos Bank NV or third parties. The charge of costs from Triodos Bank relate to salaries, social security charges, internal service costs, overhead costs and charges for service level agreements.

Based on Article 22(2) of the AIFMD and section XIII (Guidelines on disclosure) of the ‘ESMA Guidelines on sound remuneration policies under the AIFMD’, management companies are required to at least disclose information about their remuneration practices for employees whose professional activities have a material impact on its risk profile (so-called "identified staff").

All of the staff members of Triodos Investment Management are employed by Triodos Bank. Triodos Bank believes good and appropriate remuneration for all its employees is very important. The core elements of the international remuneration policy of Triodos Bank are set out in the Principles of Fund Governance, which can be accessed via www.triodos.com.

The following table shows the total remuneration, broken down into fixed and variable remuneration, for all the staff that works for Triodos Investment Management, categorized into senior management and other identified staff.

(amounts in EUR)

All staff of Triodos Investment

Management

“Identified staff” in senior manage-

ment positionsAll other

“Identified staff”

Number of staff (average over 2014) 113 6 28

RemunerationTotal fixed remuneration (over 2014) 8,916,911 995,936 2,581,671 Total variable remuneration (over 2014) 49,925 12,800 10,825

The remuneration paid to the managing directors of the company including salary expenses, pension, use of company car and social expenses is EUR 452,530 in 2014 (2013: EUR 480,703) and is included in the charging-on of costs Triodos Bank N.V.

Corporate Income TaxesTriodos Investment Management BV is from fiscal perspective a part of the fiscal unity with its parent company Triodos Bank NV its subsidiaries. All entities within the fiscal unity are jointly liable for each others CIT-claims. Deferred tax assets and liabilities are stated at nominal value.

Segment reporting

A segment is the whole of returns and activities, that know segment-specific risks and results. The segment report as mentioned below presents returns by country and company branch where Triodos Investment Management is active.

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Revenues segmented by country

(including financial income) 31-12-2014 31-12-2013

Revenues Netherlands 21,658,557 18,205,896Revenues Luxembourg 8,521,429 6,000,825Revenues United Kingdom 616,478 946,878Revenues United States 298,856 179,956Revenues Belgium 52,800 86,250Revenues Spain – -65,100Revenues Germany – -114,100

31,148,120 25,240,605

Revenues segmented by company branch

(including financial income) 31-12-2014 31-12-2013

Revenues management activities 30,767,878 24,620,608Revenues research 266,800 495,250Revenues advisory activities 97,746 110,678Other revenues 15,696 14,069

31,148,120 25,240,605

Risks

Triodos Investment Management faces no price risk due to the fact that it has no assets from which the valuation depends on market price and has limited credit risk (counter party risk) because all the counterparties are well known related parties. Triodos Investment Management has limited liquidity risk and cash flow risk due to a relative stable cash flow from its management contracts. With unforeseen instable cash flows, these risks may rise in future. If there is grounded reason for doubt on receipt of a claim, this asset will be provisioned. At year-end 2014, there was no need for a provision on assets.

General During the normal course of business, the company uses various financial instruments that expose it to market, currency, interest, cash flow, credit and liquidity risks. To control these risks, the company has instituted a policy including a code of conduct and procedures that are intended to limit the risks of unpredictable adverse developments in the financial markets and thus for the financial performance of the company. Credit risk Receivables in respect of trade receivables are approximately 22% concentrated in three major customers in the industry. The maximum amount of credit risk that the company incurs is EUR 14,986,062. For details about the credit risks on accounts receivable from participating interests and other receivables, please refer to notes 2 untill 4 for current assets.

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Notes to the balance sheet as at 31 December 2014

1. Intangible fixed assets

2014 2013

Financial fixed assets – 13Paid goodwill – –Software development 1,084,463 504,764

1,084,463 504,767

Financial fixed assetsThis relates to the priorty shares of Ampere Equity Fund BV . These share were transferred together with the transition of the management of this entity.

Paid goodwillThis relates to the paid costs in 2004 to Triodos Investment Management BV to acquire research activities. The paid goodwill has been written off in 10 years.

2014 2013

Position as at 1 January – 6,450Depreciation – -6,450

Position as at 31 December _ _

Software developmentThis relates to the costs for the development of software for the administration of investments. Development costs will be written off, starting at the moment of use, based on the valued economic life span. The application is introduced in 2014 and the estimated life span is 5 years.

2014 2013

Position as at 1 January 504,764 –Software development 716,217 504,764Depreciation -136,518 –

Position as at 31 December 1,084,463 504,764

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2. Debtors

2014 2013

Debtors 1,747,602 25,723Provision for debtors -517,424 –

1,230,178 25,723

The high value of debtors at the end of 2014 relates to peak moment of invoicing in December 2014. Exept for the provisioned part, all invoices have been received in the first quarter of 2015.

3. Other receivables

2014 2013

Management contracts 6,465,500 6,256,100Current account Triodos Groenfonds 162,279 137,652Current account Triodos Fair Share Fund 54,141 57,084Current account Triodos Cultuurfonds 28,369 40,477Interest income 4,442 8,717Current account Stg. Triodos Sustainable Finance Foundation – 5,314Current account Triodos Vastgoedfonds 12,702 611Current account Ampere Equity Fund – 476Current account Stg. Hivos-Triodos Fonds – 106Current account Triodos Sustainable Trade Fund – 86Current account Stg. Triodos Renewable Energy forDevelopment Fund – –Current account Triodos Real Estate Investment Management – –Other receivables 116,634 96,263

6,844,067 6,602,886

Receivables are expected to be received in less than one year. There are no interest receivables on the current accounts.

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4. Cash and banks

2014 2013

Triodos Bank current account 2,692,449 170,767Triodos Bank savings account 2,500,000 3,380,000Rabobank current account 1,719,297 1,496,309Cash – foreign currencies 71 71

6,911,817 5,047,147

The cash on bank accounts can be freely disposed of. The interest rate on the current account (Triodos Bank and Rabobank) is 0.00%. The interest rate on the saving account as at year end 2014 is 0.25% for a bank balance up to EUR 5,000,000 and 0.00% for a bank balance above EUR 5,000,000.

One of the Rabobank current accounts is an US dollar account with a balance at year-end of USD 1,815,287 (2013: USD 1,759,190). For the conversion to Euros an exchange rate was used of 1.2099 (2013: 1.3743).

Equity

5. Issued and paid-up capital and share premium reserve

The Issued and paid-up capital concerns 185 shares of EUR 100 each. All shares are held by Triodos Bank NV.

The share premium reserve relates to the eccess amount received by Triodos Investment Management BV over the par value of its shares.

6. Legal reserve

2014 2013

Balance as at 1 January – –Movement from general reserve 459,000 –

Balance as at 31 December 459,000 –

This relates to capitalized internal costs triggered by development of new software for internal use.

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7. General reserve

2014 2013

Balance as at 1 January 841,832 836,639Dividend paid -4,660,000 -4,520,000Movement to statutory reserve -459,000 –Result previous financial year 4,668,637 4,525,193

Balance as at 31 December 391,469 841,832

8. Other short-term liabilities, accruals and deferred income

2014 2013

Current account Triodos Bank 1,692,897 2,493,109Cash in transit 1,285,415 1,144,000Payable management fees 112,498 115,150Payable costs 53,475 27,181Payable marketing costs 10,000 22,000Payable external audit costs 6,839 11,000Purchase research 2,493 3,700Current account Stg. Hivos-Triodos Fonds 45 –Payable vacation hours – 153,748Payable costs for obtaining company profile information – 39,462Payable distribution fees – 3,500Payable advisory service fees – 1,500Other liabilities 51,894 357,145

3,215,556 4,371,495

The amounts payable are expected to be paid within one year. There are no interest payable on the current accounts

Off-balance sheet itemsThere are no off-balance sheet items.

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Notes to the profit and loss account for 2014

9. Managementfees

Triodos Investment Management carries out management activities for the below mentioned entities and receives management fee for these services at market rates.

2014 2013

Triodos Fair Share Fund 5,463,654 4,527,229Stichting Triodos Sustainable Finance Foundation 5,198,188 3,481,883Triodos Groenfonds 4,710,143 4,425,952Stichting Hivos-Triodos fonds 3,945,923 1,702,007Triodos SICAV II – Triodos Microfinance Fund 3,468,666 2,458,611Triodos SICAV I 3,017,041 2,345,813Triodos SICAV II – Triodos Renewables Europe Fund 1,172,121 1,196,402Triodos Organic Growth Fund 863,602 –Triodos Sustainable Trade Fund 839,985 676,380Triodos Cultuurfonds 774,156 847,431Triodos Renewables 616,478 956,222Triodos Vastgoedfonds 315,966 350,281WWB ISIS Fund 298,856 179,956Stichting Renewable Energy for Development Fund 88,301 91,288Triodos Real Estate Investment Management 3,571 30,000Ampere projects* – -554,400Ampere Equity Fund -8,773 1,905,553

30,767,878 24,620,608

* Fee Ampere Projects relates to the reversal of the receivable fee.

The above mentioned amounts are including carried interest ad EUR 5,436,692 for 2014 (2013 EUR: 442,981).

10. Research services

This relates to screening and research services for mostly Triodos Private Banking for investments and third party suppliers.

2014 2013

Asset management 254,300 470,250Other 12,500 25,000

266,800 495,250

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11. Commercial services

2014 2013

Consulting fee and board fee staff working for TIM 97,457 114,365Advisory fees 289 -9,345Syndication fee – 5,658

97,746 110,678

12. Other income

2014 2013

Other income 11,255 5,520

11,255 5,520

13. Operating expenses

2014 2013

Charge of costs Triodos Bank 16,856,327 16,349,561Other personnel costs 1,599,101 788,761Travelling and accommodation expenses 766,773 825,468ICT kosten 356,876 41,618Publicity 243,545 322,108Advisors 136,199 119,181Obtaining company profile information 96,716 186,119Contributions 52,029 57,265External audit 29,043 12,164Development costs new funds 9,811 139,954Research 7,031 17,370Bank 3,966 4,334Advisory panel 3,646 8,050Other operating expenses -106,960 104,169

20,054,103 18,976,122

The charge of costs from Triodos Bank relate to salaries, social security charges, internal service costs, overhead costs and charges for service level agreements.

14. Financial income

This item includes interest received on saving accounts held with Triodos Bank.

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15. Financing costs

This item includes interest payable for Triodos Nieuwbouw.

Related parties

1. Triodos Investment Management has current and savings accounts with Triodos Bank. The interest paid by Triodos Bank took place according to market rates.2. In 2014 Triodos Bank charged on costs to Triodos Investment Management for an amount of EUR 16.9 million. This includes an amount of EUR 1,109,401 (2013: EUR 1,048,026) on the charging of costs from Triodos Bank for granting services concerning Triodos Groenfonds en Triodos Cultuurfonds.3. Triodos Investment Management conducts research activities for Triodos Bank in the Netherlands and Belgium according to market rates.4. Triodos Investment Management conducts management activities for Triodos Groenfonds, Triodos Vastgoedfonds, Triodos Cultuurfonds, Triodos SICAV II – Triodos Renewables Europe Fund, Triodos SICAV II – Triodos Microfinance Fund, Triodos SICAV I, Stichting Hivos-Triodos Fonds, Stichting Triodos Sustainable Finance Foundation (formerly Stichting Triodos-Doen), Triodos Fair Share Fund, Triodos Sustainable Trade Fund, Stichting Triodos Renewable Energy for Development Fund, Triodos Venture Capital Fund, Ampere Equity Fund, Triodos Real Estate Investment Management, WWB ISIS fund and Triodos Renewables. The fees paid by the funds took place according to market rates.

Fiscal unity

Triodos Investment Management belongs to a tax unity for corporate tax in which Triodos Bank is the parent company and Triodos Investment Management, Triodos Investment & Advisory Services, Kantoor Nieuweroord, Kantoor Buitenzorg, Triodos Nieuwbouw, Triodos Finance, Triodos Assurantiën and Triodos Cultuurbank are the subsidiaries.

The chosen method for corporate tax setoff between Triodos Bank and the subsidiaries is that of treating the legal entities as if they were independently liable to pay tax.However, each company remains jointly and severally liable for the corporation tax liabilities of the companies belonging to the tax unity.

The calculation of company tax is based on a rate of 25.0%

Zeist, 29 May 2015

Board of management Triodos Investment Management BV Marilou van Golstein Brouwers Michael JongeneelLaura Pool

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Otherinformation

Appropriation of the profit

As set out in the Articles of Association, the appropriation of the profit is as follows (Article 16): Paragraph 1: The profits shown in the adopted annual accounts shall be at the disposal of the generalmeeting.

Paragraph 2: The company may only make distributions of profit to shareholders and other entitled persons to the extent that shareholders’ equity exceeds the paid and called up portion of the capital increased by the reserves to be maintained by law. No distribution of profits may be made to the company in respect of shares held by it.

Paragraph 3: Subject to the provisions of the second paragraph, the general meeting may make one or more interim dividends payable.

Paragraph 4: Distribution of profits shall take place after the adoption of the annual accounts which show that the distribution is permitted.’

The proposed appropriation of the profit is as follows:

The board proposes to add to the profit of EUR 8,234,193 to the general reserve. Independent auditor’s report

The independent auditor’s report is included on the next page.

Subsequent Events

There were no events after balance sheet date with material impact on the Fund or figures in this report.

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Independent auditor’s report

To: The board of management of Triodos Investment Management BV

Report on the financial statementsWe have audited the accompanying financial statements 2014 of Triodos Investment Management B.V., Zeist, which comprise the balance sheet as at 31 December 2014, the profit and loss account for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information.

The board of management’s responsibilityThe board of management is responsible for the preparation and fair presentation of these financial statements and for the preparation of the annual report by the board of management, both in accordance with Part 9 of Book 2 of the Netherlands Civil Code. Furthermore, the board of management is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements give a true and fair view of the financial position of Triodos Investment Management B.V. as at 31 December 2014 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code.

Report on other legal and regulatory requirementsPursuant to the legal requirements under Section 2:393 sub 5 at e and f of the Netherlands Civil Code, we have no deficiencies to report as a result of our examination whether the annual report by the board of management, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b - h has been annexed. Further, we report that the annual report by the board of management, to the extent we can assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Netherlands Civil Code.

Amstelveen, 29 May 2015 KPMG Accountants N.V.

M. Frikkee RA

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Annex A

Responsible Investing

Triodos Investment Management BV is a member of the Stichting Klachteninstituut Financiële Dienstverlening (KiFiD).

Triodos investment Management bases its fund governance code on the Principles of Fund Governance which are drafted and published by the Dutch Fund and Asset Management Association (DUFAS). Triodos Investment Management is a member of DUFAS. Triodos Investment Management is a member of the United Nations Principles on Responsible Investment and fulfils the transparency code as set by EUROSIF.

Conflicts of Interest Policy Triodos Investment Management takes measures to mitigate conflicts of interest which may occur from the different roles and responsibilities it has towards the managed funds, the funds investors and the companies in which we invest. We have clear procedures in place containing rules covering situations where (potential) conflict of interests could occur. The mentioned procedures are described in our ‘Triodos Policy on Confidential Information, Chinese walls, and Conflicts of Interest’.

Furthermore Triodos Investment Management commits itself to the DUFAS Principles of Fund Governance, which principles include several provisions on Conflicts of Interest. In line with these provisions and as far as appropriate, a segmentation between investment decisions, settlement of transactions, administration of transactions and control is in place to prevent (potential) conflicts of interests. Triodos Investment Management has installed “Chinese walls” in order to manage the flow of price-sensitive information and other confidential market information. There is an organizational, physical and personnel segregation between the business units to the extent that this is reasonably necessary, relative to their activities. Appropriate information-sharing barriers are in place to prevent dissemination of sensitive market information. No price-sensitive or confidential market information is exchanged between business units other than is required to effectively carry out their work.

Triodos co-workers can be appointed to a management or supervisory position of a company which is financed by one of our funds, except in case of Triodos SICAV I. In case of an appointment, the appointed co-workers is not allowed to deliberate or participate on any decision where there is a conflict of interest.

It is possible that companies and projects which are financed by our funds also invest in a Triodos fund. Triodos co-workers are not allowed to take part on such investment decisions in order to prevent a conflict of interest. In relation to financed companies, Triodos Investment Management has provisions in place which prevent Triodos co-workers to use confidential information for any other purpose then for which it has been acquired.

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Annex B

Assets under management

With the implementation of the Alternative Investment Fund Management Directive (AIFMD) on 22 July 2014, Triodos Investment Management B.V. is not permitted to perform other activities than fund management. As a result Triodos Investment & Advisory Services B.V. (TIAS) has been incorporated by Triodos Bank N.V. per 1 July 2014 as a sister company of Triodos Investment Management. TIAS is managed by the same Board of Directors as Triodos Investment Management and will perform the activities that Triodos Investment Management is no longer allowed to perform under AIFMD.For this report over the year 2014, the activities of TIAS are incorporated in the assets under management of Triodos IM.

Assets under management Managed by

(amounts in thousands of euros) Triodos IM TIASTriodos

Bank Total

Socially Responsible Investments 1,026,900Triodos Sicav I 1,026,900

Energy & Climate 787,350Triodos Groenfonds 620,076Triodos Renewable Energy Fund UK 104,305Triodos Sicav II - TREF 62,700Windfonds Holding BV 269

Emerging markets 633,451Triodos Fair Share Fund 254,418Triodos Sicav II - TMFF 230,400Stichting Hivos-Triodos Fonds 52,426Stichting TREDF 2,928Triodos Sustainable Finance Foundation 62,547Triodos Sustainable Trade Fund 19,422WWB Capital Partners 11,310

Arts and culture 97,400Triodos Cultuurfonds 97,400

Sustainable Real Estate 69,741Triodos Vastgoedfonds 69,741

Organic food and agriculture 29,300Triodos Sicav II - OGF 29,300

Other 9,469Triodos Ventures BV 9,469

Total assets under management 2,653,611