General information

Structure

Triodos Organic Growth Fund was launched in January 2014 as a sub-fund of Triodos SICAV II. The fund has an open-end fund structure and is not quoted on any stock market. Triodos Organic Growth Fund has a Euro share class for institutional, professional and certain qualified private investors.

The Board of Directors has appointed Triodos Investment Management BV as the external alternative investment fund manager of Triodos SICAV II. Triodos Investment Management BV is incorporated under the laws of the Netherlands and is a wholly-owned subsidiary of Triodos Bank NV. Triodos Investment Management BV is supervised by the Dutch regulator, Autoriteit Financiële Markten.

Triodos OGF LuxCo S.à r.l., an intermediate holding company and a wholly-owned subsidiary of Triodos SICAV II, was incorporated under Luxembourg law in 2014. Triodos OGF LuxCo S.à r.l. acts as a holding company for a selection of investments made by Triodos Organic Growth Fund. TOGF Beteiligungs GmbH & Co. KG, an intermediate holding company and a limited partnership with Triodos SICAV II as the only limited partner, was incorporated under German law in 2014. TOGF Beteiligungs GmbH & Co. KG acts as a holding company for a selection of investments made by Triodos Organic Growth Fund.

The Annual General Meeting of Shareholders takes place in the city of Luxembourg, at a place specified in the notice of the meeting, each year on the last Wednesday in April. If such day is not a business day, then the meeting will be held on the next business day. Notice of any General Meeting of Shareholders will be mailed to each registered Shareholder at least eight days prior to the meeting and will be published to the extent required by Luxembourg law in the Mémorial. Triodos SICAV II publishes an integrated detailed audited report annually. Triodos SICAV II also publishes an integrated detailed semi-annual report. In addition, separate reports for each sub-fund of Triodos SICAV II are published. Copies may be obtained free of charge from the registered office of Triodos SICAV II and can be downloaded from Triodos Bank: www.triodos.com and www.triodos.nl.

Investment policy

The fund’s objective is to invest primarily in mature and profitable privately-owned organic and sustainable lifestyle businesses in Europe. It aims to offer investors a unique investment opportunity in the long-term development of organic and sustainable consumer sector in Europe and to contribute to a positive social and environmental impact.

The investment focus is on selected values-based businesses with a track-record of successful trading and profitability. Through an evergreen approach not driven by exits, the fund will invest as an aligned co-owner, by providing succession and/or growth capital. As a long-term investment partner, the fund will typically take significant minority or majority equity positions, be represented at the board of directors and/or at annual shareholders meetings and add value through a strategic, professional ownership approach.

Fiscal aspects

According to the law in force and current practice, Triodos Organic Growth Fund is not subject to any Luxembourg tax on income and capital gains. Dividends paid by the fund are not subject to any Luxembourg withholding tax. However, the fund is subject to a subscription tax (taxe d’abonnement) at an annual rate of 0.05%. This rate may be decreased to 0.01% p.a. for certain classes of shares restricted to institutional investors as specified in the prospectus. This tax is calculated and payable quarterly on the basis of the net asset value of Triodos Organic Growth Fund at the end of each quarter. In addition, the issue of shares in the fund is not subject to any registration duties or other taxes in Luxembourg. Some dividend and interest income from the fund’s portfolio may be subject to withholding taxes at variable rates in the countries of origin.

Shareholders in Triodos Organic Growth Fund in principle do not have to pay any income and capital gains tax, any withholding tax, or any other form of tax in the Grand Duchy of Luxembourg (except with regard to (I) shareholders domiciled, resident or having a permanent establishment in Luxembourg, (II) some non-residents of Luxembourg who own 10% or more of the capital of the fund and who sell all or part of their shares within six months of their acquisition and (III) in some limited cases, some categories of former residents of Luxembourg if they own 10% or more of the capital of the SICAV). The above information is based on the law in force and current practice and is subject to change.

Investors should be aware that income or dividends received or profits realised may result in taxation in their country of origin, residence or domicile.

Triodos sustainability reporting

Triodos Organic Growth Fund is managed by Triodos Investment Management B.V., which is a wholly-owned subsidiary of Triodos Bank N.V. The co-workers involved in the management of the funds are employed by Triodos Bank. The annual report of Triodos Bank is an integral sustainability report, which is applicable to all entities within the Triodos group of companies.

All social policy aspects, including the remuneration policy, are described in Triodos Bank’s annual report.

Triodos Bank has been using the guidelines drawn up by the Global Reporting Initiative (GRI) since 2001. GRI was established in 1997 by the United Nations and the Coalition for Environmentally Responsible Economies. GRI aims to establish a consistent framework for sustainability reporting and thus make performances objective and easier to compare. Triodos Bank is one of GRI’s organizational stakeholders.

In 2013, GRI introduced new guidelines aimed at making reporting more relevant for the sustainability impact of the institution and more useful for its stakeholders. This is done mainly by focusing attention on the issues that Triodos Bank and our stakeholders find the most important or essential for their activities. We have since enhanced this approach, which we first used in our report for 2013. In this report, the G4 guidelines have been applied comprehensively. Further information about the application of the G4 guidelines can be found on www.annual-report-triodos.com.

Our reporting is based on internal and external data. This year’s report was prepared partly on the basis of discussions, including a thinking session with a number of external parties organised specifically for this purpose.

Climate-neutral operations

Triodos Bank’s environmental policy is based on the trias energetica. This means that the bank uses as little energy as possible, uses sustainable energy or sustainable resources whenever possible and offsets the climate impact of energy that is generated. The bank thus minimises and offsets its environmental impact. Triodos Bank is a climate neutral, CO2-neutral organisation.

For further information about the social and environmental performances of Triodos Bank and its investment funds we refer to the annual report of Triodos Bank.

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