General information

Structure

Triodos Renewables Europe Fund was launched in June 2006 as a sub-fund of Triodos SICAV II. The fund has a semi open-end fund structure and is not quoted on any stock market. Triodos Renewables Europe Fund has euro share classes for retail and institutional investors.

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

Triodos S II LuxCo S.à r.l., an intermediate holding company and a wholly-owned subsidiary of Triodos SICAV II, was incorporated under Luxembourg law in February 2011. Triodos S II LuxCo S.à r.l. acts as a holding company for a selection of investments made by Triodos Renewables Europe Fund.

The Annual General Meeting of Shareholders of Triodos SICAV II 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 of Triodos SICAV II 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 or can be downloaded from Triodos Bank: www.triodos.com and www.triodos.nl.

Investment policy

Triodos Renewables Europe invests primarily in renewable energy producing project companies. These project companies produce energy from natural resources such as wind, sun, biomass and running waters. The fund does not invest in renewable energy technology or technology providers. The main focus of the fund will be on investments in wind farms, solar photovoltaic and solar thermal installations, clean biomass installations and small hydro projects. Typically, these installations are privately owned, and/or operated by a special purpose company.

Triodos Renewables Europe invests in equity and/or quasi equity, such as subordinated debt or preferred capital, in qualifying investments. The fund investment amount per investment project is assumed to be typically between EUR 0.5 million and a maximum amount of 15% of the total assets of the fund. The fund primarily invests in project companies that operate existing renewable energy power plants or newly developed plants/installations at ’financial close’, which constitute well developed projects (e.g. use of proven technologies, solid project contracts, adequate insurance cover, qualified management of the project and availability of irrevocable required permits and licenses, Power Purchase Agreement, grid connection, solid cash flow projection and project financing in place, to the satisfaction of the fund). The fund may invest temporary liquidity surpluses in bonds and money market instruments issued by companies, governments or public international bodies admitted to the Triodos sustainable investment universe.

Fiscal aspects

According to the law in force and current practice, Triodos Renewables Europe 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 Renewables Europe 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 Renewables Europe 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 shareholders domiciled, resident or having a permanent establishment in Luxembourg), The above information is based on the law in force and current practice and is subject to change.

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

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