Aprobar, la donación efectuada por lnter­ national Programs Bureau, Miami-Dade Fire Rescue De­

Triodos Bank is the only independent, sustainable bank offering a wide range of integrated lending and investment opportunities for sustainable sectors in a number of European countries. In this sense it is unique. Its governance structure reflects this uniqueness, and the Supervisory Board is an integral part of it.

The Supervisory Board’s primary responsibility is the supervision and review of the development of Triodos Bank’s operations while fulfilling its mission.

Highlights 2010

2010 continued to be a difficult economic year for many European countries, and for many developing countries. Austerity measures in much of Europe started to impact people’s livelihoods, and led to changes to Government policy and in many cases diminishing financial support for the sustainability sector. In this challenging environment, the Board is pleased that Triodos Bank has been able to continue to grow and develop.

The Supervisory Board and the Executive Board discussed the development of the organisation’s activities in the context of a continuing economic downturn at several meetings during the year. This includes the balance between growth in savings and loans, which includes its impact on profitability. In this context, but not limited to this particular issue, Triodos Bank’s return on equity will require further attention in the near future. In the view of the Board Triodos Bank’s profitability is key for its further growth.

Several discussions also took place to explore Triodos Bank’s role as an opinion leader, and as a catalyst to stimulate public debate on sustainable banking and the sustainability agenda in general. The organisation’s wider influence continues to grow in all the countries where it’s active and it has become part of broader debates beyond these borders. The Board recognises the importance of this work and expects it to continue to develop and grow. The Banking Code came into force in The

Netherlands on 1 January 2010. Triodos Bank complied with most of the requirements of the Code

prior to 2010. When it did not comply it explained why not, as the code requires. Triodos Bank values the Code very highly and puts effort in to

implementing it. As a result, members of the Executive Board and all managing directors have signed a Banker’s Oath, required by the Code. Triodos Bank has made the oath an integral part of its business principles, and the Supervisory Board has monitored this process.

Activities of the Supervisory Board

During its meetings and contacts with the Executive Board, the Supervisory Board discussed:

• Current and future developments, such as an overview of the financial and economic markets; Global Alliance for Banking on Values; market share situation in countries with Triodos Bank branches, with a particular focus on the new entry in Germany and the changing environment for renewable energy investments in The Netherlands and Spain.

• Finance, risk and audit issues, including minutes of the Audit and Risk committee; auditor’s reports; capital raising issue; quarterly and annual reports; loan reports; Triodos Bank’s stress test; Dutch Central Bank matters; and Basel III regulations. • Corporate governance and compliance issues, such as salaries; self-evaluation; appointment of new members of the Supervisory Board; the Banking Code; and the renewal of the Supervisory Board rules and charter.

• A review of the 2009 annual report with the external auditor.

Other issues discussed during the year included: • Establishing a long-term agenda for (strategic) issues to be discussed in the Supervisory Board over the next four years.

• Nomination and Compensation committee minutes and issues, such as an external report on executive compensation. It was decided to make some upward changes in the remuneration packages of senior staff in cases where the difference with market averages is too large, and with the benefit of the

findings of a remuneration consultant.

• Other strategic issues, such as Triodos Bank’s international expansion and specific participations in other sustainable (financial) institutions. • Triodos Bank’s involvement in the sustainable real estate market. Triodos Bank has decided to gradually reduce its involvement in this sector, based on market developments.

• Triodos Bank’s position in the biomass market. Certain loans in this market did not develop according to Triodos Bank’s expectations and adequate provisions were taken for them. • Investment in a new office building, due to the growth of Triodos Bank’s workforce.

• Triodos Ventures acquisition agreement with SBI, a leading international advisory firm in the inclusive finance industry.

The Supervisory Board’s supervision and review activities are based on the Executive Board’s written reports as well as presentations by senior staff. The quality of these reports has further improved during the year. The Supervisory Board is satisfied with the quality of the reports and the level of information provided.

Composition of the Supervisory Board

Triodos Bank’s articles of association determine that the Supervisory Board shall consist of three or more members. At present, it consists of eight. During 2010, the composition of the Supervisory Board changed as follows:

At the Annual General Meeting of Shareholders held on 21 May 2010, current members Ms Scheltema and Mr Lamers, whose term had expired, were reappointed for another period of four years. This will be Mr Lamers’ final term according to Triodos Bank’s articles of association.

Ms Van der Weerdt joined the Supervisory Board at the Annual General Meeting of Shareholders in 2010, and undertook an introduction programme for new board members.

Mr Van den Hoogenband is at the end of his first

term of employment and is eligible for re-appointment. The Board supports the re-appointment of Mr Van den Hoogenband for a second term of four years.

Please visit www.triodos.com/reports for a full description of all members of the Supervisory Board

Meetings of the Supervisory Board

The Supervisory Board met six times in 2010. With the exception of two meetings all board members attended these meetings. In April Mr Eguiguren and Mr Lamers, and in the November meeting Mr Lamers and Mr Voortman, were absent.

All meetings were held jointly with the Executive Board. Throughout the year, the Chair of the Supervisory Board was in close contact with the Chief Executive Officer, and the Chair of the Audit and Risk Committee was in close contact with the Chief Financial Officer. Most Supervisory board meetings were preceded by a presentation by a senior manager from the bank about their area of responsibility, followed by a discussion. This allowed the Board to gain a deeper insight in to the different activities of Triodos Bank and to get to know its senior management better.

A meeting was also held with the Board of SAAT, the Executive Board and the business unit’s Managing Directors, at which all Supervisory Board members were present, to discuss Triodos Bank’s future positioning in the food and agriculture market. Various members of the Supervisory Board also attended local client and/or Depository Receipt Holders meetings in the United Kingdom, Belgium and Spain. Supervisory Board members who live in the countries in which Triodos Bank operates, also maintained informal contacts with local Managing Directors and senior co-workers. The external auditor was present at the meeting at which the annual report was discussed and agreed. The Vice-Chair also participated in a meeting with the Banking Code monitoring committee.

Independence

Throughout the year, all members of the Supervisory Board were independent from the Company under the terms of the Dutch Corporate Governance Code; the composition of the Board was such that members were able to act critically and

independently of one another and of the Executive Board and any particular interest.

Self-evaluation

The Supervisory Board decided to perform its annual self evaluation with an independent consultant. Interviews took place during the last quarter of 2010. The results will be discussed in the Supervisory Board’s February 2011 meeting. A great deal of effort was put in to the preparation of this first evaluation so no internal evaluation took place during 2010. The scope of the evaluation included the functioning of the Committees and the individual Board Members. The Supervisory Board met once without the

Executive Board, to discuss the effectiveness of both Boards and the relationship between the two. In general, the Supervisory Board judged its own effectiveness to have improved and is determined to continue this progress.

Committees of the Supervisory Board

The Supervisory Board has two committees as set out in the Corporate Governance chapter: the Audit and Risk Committee, and the Nomination and Compensation Committee. Both committees met separately throughout the year. Their main considerations and conclusions were shared with the full Supervisory Board.

The composition of the Committees is as follows: Audit & Risk Committee

-Ms M.A. Scheltema (Chair) -Mr M. Eguiguren Huerta -Mr J. Lamers

Nomination and Compensation Commitee -Mr M.M. Frank (Chair)

-Mr H. Voortman

Audit and Risk Committee

During the year, at the request of the Supervisory Board, the Audit Committee decided to broaden its scope and to include responsibility for the

supervision of the risk management framework and related activities to its mandate. It has revised its name to the Audit and Risk committee to reflect this change. This committee met on three occasions in 2010 with the Chief Financial Officer as the representative of Triodos Bank’s Executive Board, and with the Head of Internal Audit.

In addition, one meeting was held with the external auditor, without the Executive Board being present. The Audit and Risk Committee reviewed, among other things, Triodos Bank’s overall control

framework, the quarterly results, the findings of the Internal Auditor, important accounting decisions and treasury management. An in-depth discussion was held on the topic of the necessary independence of the external auditor, Triodos Bank’s internal regulations and a strategic review of the internal audit effort. The Audit and Risk Committee has been designated to perform the tasks attributed to risk committees by the Banking Code.

Nomination and Compensation Committee

The Nomination and Compensation Committee met on five occasions during the year. This committee supervises the remuneration packages of the Executive Board and monitors the remuneration of senior positions in Triodos Bank. The committee’s activities in this area are limited because Triodos Bank continues not to offer bonus or share option schemes to either its Board members or co-workers. During 2010 the committee has executed an in depth review of the compensation structure for the

members of the Executive Board and Supervisory Board, with the help of an outside consultant. According to the Supervisory Board’s principles and best practices, the same consultant should not be used to review the compensation structure of both Boards. But on this occasion they were, to ensure the policies for both Boards are properly aligned. In addition, the committee had a leading role in the

selection process of a new Supervisory Board member and in the selection of the external

consultant for the self-evaluation of the Supervisory Board.

The committee prepared the first (two day) session of a permanent education programme for the Supervisory Board and the Executive Board which draws on the expertise of a variety of highly qualified external consultants, including practicing and retired senior bankers, accountants and academics. This permanent education programme serves as implementation of the requirement of creating a lifelong learning programme pursuant to the Banking Code. In 2010 it addressed a number of issues in depth including risk management, the business model, governance as it relates to the Executive and Supervisory Boards in particular, and developments in the wider financial sector.

Zeist, 24 February 2011 Hans Voortman, Chair

In 2010 the cultural