annual general meeting of triodos bank n.v. · agenda 1 opening and announcements 2 annual report...

Annual General Meeting of Triodos Bank N.V.

29 June 2020

Welcome

Agenda

1 Opening and announcements

2 Annual report and annual accounts 2019

3 Dividend policy

4 Discharge

5 Proposal to amend the Articles of Association of Triodos Bank N.V.

6 Issue and acquisition of shares

7 Any other business

8 Close

3

1. Opening andannouncements

Triodos Bank Executive Board

Peter Blom (1956)

CEO, Chair

Jellie Banga (1974)

COO, Vice-Chair

Carla van der Weerdt (1964)

CRO

André Haag (1982)

CFO

5

Triodos Bank Supervisory Board

Aart de Geus (1955)

Chair

Fieke van der Lecq (1966)

Vice-Chair

Ernst-Jan Boers (1966) Dineke Oldenhof (1958)

Mike Nawas (1964) Sébastien D‘Hondt (1964)

6

Board of SAAT

Mercedes Valcarcel (1968)

Josephine de Zwaan (1963)

Chair

Willem Lageweg (1951)

Vice-Chair

Nikolai Keller (1969)

Koen Schoors (1968)

7

2. Annual report and annual accounts 2019

2 Annual report and annual accounts 2019

a. Report of the Executive Board 2019

b. Environmental and Social Report 2019

c. Report of the Supervisory Board 2019

d. Implementation of remuneration policy

e. Adoption of annual accounts 2019*

* Item requiring voting; other items are for discussion

9

Report of the Executive BoardPeter Blom (CEO)

10

Placeholder - Brand film corona

Business updateJellie Banga (COO)

12

Finance Change 2019

Positive impact through Lending and Investment funds

Impact themes driving our strategy:

• Energy and climate

• Food and agriculture

• Social inclusion

13

Finance Change 2019Impact theme: Energy and climate

14

Finance Change 2019Impact theme: Food and agriculture

15

Finance Change 2019

Impact theme: Social inclusion

Insert picture of Spanish

Social Inclusion project

16

369,132Customers

71%Loans to funds

entrusted

5,294MnBalance sheet total

800MnPrivate Banking (FuM)

Triodos Bank Netherlands

17

Note: Non-consolidated numbers, Annual Report p. 132-133

83,427Customers

85%Loans to funds

entrusted


618MnPrivate Banking (FuM)

Triodos Bank Belgium

18


61,330Customers

84%Loans to funds

entrusted


(EUR)

Triodos Bank United Kingdom

19


179,793Customers

69%Loans to funds

entrusted

2,257Mn

Balance sheet total

Triodos Bank Spain

20


27,357Customers

>100%Loans to funds

entrusted

693Mn

Balance sheet total

Triodos Bank Germany

21


16 FUNDS

18%Growth AUM

4,973Mn

Funds under

Management

Triodos Investment Management

22


Placeholder - Impact film

Annual Financial Report 2019André Haag (Group CFO)

24

Annual Financial Report 2019

Development of interest rate environment in Europe

25Source: Bloomberg


External factors and regulatory developments in Europe

26

• Interest margin pressure due to historically very low interest rates in EU

• Challenging regulatory environment (e.g. KYC, CDD, AML, IFRS)

• Increase of regulatory costs (e.g. DGS, bank levies ), EUR 14m YtD in 2019

• Uncertainty of

– “after” Brexit rules and potential impact on EU market (conditions)

– Impact of worldwide events (e.g. diseases)


Growth of total Assets under Management (in volumes)

27

* Prior year amounts were subject to accounting principle changes of a more advanced approach of the effective interest method.


Consolidated statement of financial position

28

* Prior year amounts were subject to accoun-

ting principle changes of a more advanced

approach of the effective interest method.


Sustainable lending – growth by sector 2018/2019

29

Municipality loans +118 YoY

Municipality loans

Private loans +494 YoY

Residential sustainable mortgages

Other private loans

Culture +100 YoY

Education

Child care

Arts and culture

Philosophy of life

Recreation

Social +234 YoY

Retail non-food

Production

Professional services

Social housing

Healthcare

Social projects

Fair trade

Development cooperation

Environment -7 YoY

Organic farming

Organic food

Renewable energy

Sustainable property

Environmental technology


30

1 Current accounts of natural persons and non-profit institutions, all accounts of governments, financial institutions and non-financial corporations

2 Savings accounts as well as fixed terms deposits of natural persons and non-profit institutions

*



Funds Entrusted – development by product 2018/2019

31


Equity, Common equity tier 1 ratio and Leverage ratio



Consolidated statement of profit or loss

32

* Prior year amounts were subject to accoun-

ting principle changes of a more advanced

approach of the effective interest method.

└ Symbol: Highlighting selective line items

and therefore they do not add up to the total.


Total Income

33

*



Expenses

34



Net Profit

35

*


Placeholder - PCAF animation

Environmental and socialreport 2019Peter Blom (CEO)

37

2019 2018 2017 2016 2015

Emission of CO2 (1,000 kg)* 2,901 2,812 3,064 3,124 3,041

Electricity in kWh/fte 1,980 1,930 2,079 2,329 2,533

Commuting by car in km/fte 3,582 4,025 4,318 4,535 4,435

Commute by bike or on foot in km/fte 1,282 606 591 601 521

Paper usage in kg/fte 67 81 85 112 180

* Our emissions are fully compensated in Gold

Standard Projects

Environmental report 2019

Environmental impact inside Triodos Bank

38

4.3%sickness rate

9.9%attrition

5.6ratio highest/median salary

84%co-worker engagement

1,493co-workers

49.6%women

44%in management roles

Social report 2019

Facts and figures about our co-workers

39

Report of the Executive BoardPeter Blom (CEO)

40

Report of the Supervisory BoardAart de Geus (Chair)

41

Your questions

42

Implementation of remuneration policy

43

Adoption of the annual accounts 2019*

44

*item requiring voting

45

Chapter Annual Report

page

Consolidated Financial Statements 71-79

Notes to the Consolidated Financial Statements, including

Segment Reporting80-145

Risk Management 146-169

Company’s Financial Statements 170-192

Other information, including combined independent auditor’s report 193-209

Audit opinion of PwC to the Financial Statements 2019 of Triodos Bank N.V.

June 2020

PwC

Our engagement

Triodos Bank N.V.

annual report 2019

Consolidated and company financial statements

Audit scopeReasonable assurance

Sustainability Information (refer to assurance

report)

Review scopeLimited assurance

Other information in the annual report

Verified consistency with financial statements and performed procedures in line with Dutch Standard 720

No assurance

47

June 2020Audit opinion of PwC to the Financial Statements 2019 of Triodos Bank N.V.

PwC

Audit of the Financial Statements (1)

Unqualified audit opinion:

• Consolidated Financial Statements give a true and fair view

• Company Financial Statements give a true and fair view

Covid-19

• Type II subsequent event, for which we have included an Emphasis of matter paragraph.

Materiality:

• For consolidated Financial Statements EUR 2.6 million

• Allocated to branches and group entities

• 5% of profit before tax, also qualitative elements

• Reporting to SB of all audit differences exceeding EUR 130,000

• 100% of total income, 97% of total assets, 95% of profit before tax

48


PwC

Audit of the Financial Statements (2)

Execution and management of the audit:

• Central team: head office

• Local PwC teams: NL, BE, ES, DE branches, UK and TIM

• Instructions, reports and clearance calls and/or visits with/to all branch teams

• Branch knowledge and use of specialists

• Specialists in our team have knowledge of e.g. IT, regulation, taxes, financial instruments and sustainability

information

• Senior team members have spent 1/3 of total number of hours

49


PwC

Audit of the Financial Statements(3)

2 Key Audit Matters:

• Impairments of loans to customers

• Fair value of financial instruments

Disclosure contingent liability re potential VAT charges on intra-company transactions (Belgium) no longer considered a

key audit matter.

50


PwC

Annual Report: review of impact information

Opinion:

Based on our review nothing has come to our attention that causes us to believe that the sustainability information

included in the Annual Report does not present a reliable and adequate view of the related policies, events and

achievements

Opinion contains overview of:

• The specific elements that we have reviewed

• The procedures that we have executed

51


PwC

Additional information in theAnnual Report

Procedures:

• Critically read other information in Annual Report and consider, based on our knowledge and understanding obtained

in our audit of the Financial Statements or otherwise, whether the other information contains material misstatements.

• Determine that all legally required information has been included in the Annual Report

Opinion:

• Other information is consistent with the Financial Statements and does not contain material misstatements

• Annual Report contains all information that is required by Part 9 of Book 2 of the Dutch Civil Code

52


pwc.nl

Thank you for your attention

© 2020 PwC. All rights reserved. Not for further distribution without the prior written permission of PwC.

"PwC" refers to the network of member firms of PricewaterhouseCoopers International Limited (PwCIL), or, as the context requires, individual member firms of the PwC

network.

Please see www.pwc.com/structure for further details.

54

Chapter Annual Report

page

Consolidated Financial Statements 71-79

Notes to the Consolidated Financial Statements, including

Segment Reporting80-145

Risk Management 146-169

Company’s Financial Statements 170-192

Other information, including combined independent auditor’s report 193-209


55


Foundation for the Administration of Triodos Bank Shares (SAAT)

Role of SAAT

56

The voting declaration of SAAT

1. Role of SAAT, “ SAAT’s vision on how to fulfil its Role”

2. Annual Accounts 2019 from the perspective:

➢ safeguarding the mission;

➢ safeguarding the economic rights;

➢ safeguarding the independence of Triodos Bank;

3. Questions to SAAT;

4. Voting

57

SAAT’s vision on how to fulfil its role

• SAAT considers the Triodos Bank results ‘post factum'

• SAAT is not the owner of Triodos Bank, Triodos Bank is owner on to itself

• Context of the past, outlook to the future

• Mid - and long term perspective

Safeguarding the mission

• Mission and strategy

• Key focus areas, vision papers and sector specific metrics

• Strategic Objectives: one bank, unlocking our purpose, frontrunner

• Implementation of the strategy

• Impact, return and risk

• Impact reporting and impact steering

• Impact development en impact goals

• Stakeholder interaction

• stakeholder interaction and material topics

Safeguarding the economic rights

Key performance indicators monitored by SAAT in relation to economic

health of Triodos Bank

• NAV shares/ DR

• Net profit per share

• Dividend per share

• Cost/Income ratio

• Interest/fee income

• Loans/deposit ratio

• Impairment ratio

• Solvency ratio

• Leverage ratio

Safeguarding the independence

• Coherent mission and strategy

• implementation of strategy

• Financial results

• Impact

• Context: interest rates, Covid, regulation, needs of society

• Reset the economy?

Your questions

62


63


3. Dividend policy

Dividend policy

65

4. Discharge

4 Discharge

a. Granting discharge to the members of the Executive Board*

b. Granting discharge to the members of the Supervisory Board*

67

* Item requiring voting

Discharge to the members of the Executive Board*

68


Discharge to the members of the Supervisory Board*

69


5. Proposal to amend the Articles of Association of Triodos Bank N.V.

Proposal to amend the Articles of Association of Triodos Bank N.V.*

71


6. Issue and acquisition of shares

6 Issue and acquisition of shares

a. Authorisation of the Executive Board to issue shares and grant rights to

subscribe for shares*

b. Authorisation of the Executive Board to limit or exclude pre-emptive rights*

c. Authorisation of the Executive Board to acquire depository receipts for

shares in the capital of Triodos Bank N.V.*


73

6a. Authorisation of the Executive Board to

issue shares and grant rights to subscribe for

shares*

74


6b. Authorisation of the Executive Board to

limit or exclude pre-emptive rights*

75


6c. Authorisation of the Executive Board to

acquire depository receipts for shares in the

capital of Triodos Bank N.V.*

76


7. Any other business

8. Close

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