Triodos Renewables AGM A summary of the topics of discussion at the Annual General Meeting, held in Bristol on 19 June 2015.

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A summary of the topics of discussion at the Annual General Meeting, held

in Bristol on 19 June 2015.

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1. Summary of AGM Official Business

2. Operations and financial updates

3. Shareholder questions from the AGM

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1200 – 1300

Registration and lunch

1300 – 1400

Official part of AGM

1405 – 1530

Presentations from the Management Team and Board

1530 – 1600

Refreshment break

1600 – 1645

Guest speaker presentation – Dr Andrew Garrad

(5)

AGM Official Business

Triodos Renewables Board

Simon Roberts (Chairman)

Matthew Clayton (Executive Director)

Ann Berresford

Peter Weston

Katie Gordon

Colin Morgan

(6)

Resolution 1:

Approval of minutes

Resolution 2:

Receive Annual Report and Accounts

Resolution 3:

Agreement to payment of dividend

Resolution 4:

Re-appointment of Colin Morgan as Director

Resolution 5:

Re-appointment of Triodos Corporate Officer Limited

as Director

Resolution 6:

Appointment of Deloitte LLP as Auditors

(7)

Resolution 7:

Directors authority to allot shares in the Company up

to an aggregate nominal amount of £10,890,094.50

Resolution 8:

Directors authority to allot shares in the Company up

to an aggregate nominal amount of £10,890,094.50 as if no

pre-emption rights existed

Resolution 9:

Approval of the terms of the buy back contracts and

execution of the same

AGM Official Business

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(9)

Operations and financial updates

Videos of recently constructed

sites, shared at the meeting

(10)

Triodos Renewables Management Team

Matthew Clayton (Executive Director)

Katrina Cross (Finance Director)

Monika Paplaczyk (Senior Investment Manager)

Adrian Warman (Operations Manager)

Karen Pugh (Assistant Accountant)

Alex Connor (Investor Relations)

(11)

Production

up 18.6%, 32,000 homes

Shareholder community

up 16%, to 5,800

Further

3 wind farms commissioned

in 2015,

forecast production up 20%

(12)

TR energy generation and impact

-20,000 40,000 60,000 80,000 100,000 120,000 140,000 160,000 180,000 200,000 2008 2009 2010 2011 2012 2013 2014 2015f 2016f

(Generation MWh, Homes Equivalent)

Clayfords Auchtygills Boardinghouse March Ransonmoor (Fenpower) Avonmouth Eye Dunfermline Kessingland Wern Ddu Caton Moor Ness Point Sigurd Haverigg II Beochlich Homes Equiv

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Operations and financial update

Health and safety:

No reportable incidents on our Operational

sites during 2014, but one incident occurred in February 2015

during the construction of in Boardinghouse wind farm*

Production:

134,480MWh (18.6 % increase from 2013),

32,080 homes equivalent

Availability:

Average 98% for our newest sites representing

85% of generation. Including our 4 oldest sites, the revenue

weighted availability was 93%. Insurance claims have

allowed partial cost recovery

O&M

: Addressing performance

(14)

2014 Financial Analysis – Statutory profit and loss

2014

2013

2012

£’000

£’000

£’000

Turnover

12,433

10,104

8,255

Operating Profit

4,316

3,567

2,311

Net interest payable

(2,756)

(1,977)

(1,587)

Gain on investments/share of associates

99

142

119

Profit/(loss) before tax

1,659

1,732

843

Operating capacity (MW)

53.60MW

44.85MW

37.65MW

(15)

Operations and financial update

2014

2013

2012

£’000

£’000

£’000

Fixed assets

78,443

67,073

56,036

Cash

8,071

10,690

8,238

Other current assets

7,113

6,530

6,112

Bank and other loans

(51,578)

(45,622)

(30,293)

Other creditors

(7,243)

(7,276)

(9,822)

NET ASSETS

34,806

31,395

30,271

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2014 financial highlights (1 of 2)

Directors recommended 4p dividend, payable in July (yield of

2% depending on time of share purchase)

Directors recommended share price increased to £2.34 based

on an updated valuation as result of the purchase of further

shares in Boardinghouse Windfarm, and the successful

commissioning of three new wind farms (capital appreciation of

19p or 9% last 12 months)

Increased capacity once all assets operational to 64.1 MW

(15% growth)

Share issue raised £4.1m, welcoming 813 new shareholders

(16% growth in shareholder community)

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Operations and financial update

2014 financial highlights (2 of 2)

Actual buy back in 2014 was 61,200 of shares at £1.935.

Extension of Buy-back policy – whereby proceeds from the

2014 share issue can be used to acquire shares unsold for

one year at a 10% discount to share issue price. If approved,

2015 buy back is 288,117 shares at £2.10.

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Financial returns (1 of 3)

* Directors’ recommended

share price

0.00 0.50 1.00 1.50 2.00 2.50 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

TR Share Price* (£)

(19)

Operations and financial update

Financial returns (2 of 3)

* Directors’ recommended

share price

0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0%

TR Shareholder Returns*

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Financial returns (3 of 3)

Environment plus social impact

7% of overall turnover directly into local economies

Protecting local jobs by providing merchant partner with

cheaper green electricity

(21)

Operations and financial update

Share trading – Matched bargain market

Since January 2013 shares have been traded on the matched

bargain market run by Capita

Ethex provide a shop window with info about Triodos

Renewables

Edison Research provided external valuation showing higher

than our prudent methods

Focused on improving transparency and liquidity or secondary

market for shares

Extension of buy back in 2015 (subject to approval). If

approved, 2015 buy back is 288, 117 shares at £2.10

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2015 update (1 of 2)

Positive start to the year

Boarding house, Clayfords and Auchygills all generating

Generation up 8% on 2014 and 4% on 2015 target

First investment with share issue proceeds made

(Boardinghouse additional shares)

2015 requirement to adopt new accounting principles

Currently prepared under UK Generally Accepted Accounting

Principles (UK GAAP)

Now International Financial Reporting Standards (IFRS)

This will see changes in accounting for certain elements

including (business acquisitions, taxation and financial

instruments).

(23)

Current project to prepare for changes

Review of dividend policy and recommended share valuation to

take account of this and market changes

Half year reporting will provide an operational update

Operations and financial update

2015 update (2 of 2)

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Market update

Government change to

Renewables support does not

impact existing projects upon

which Company value is based

Renewables contribution

overtakes nuclear

Impact of fall in oil price

Introduction of capacity market

Transition from ROC to FiT CfD

2030 targets require double

today’s renewable electricity

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Operations and financial update

Impact

Building new renewable capacity

Carbon and energy pay back, 3-6 months

1/3 of our sites are industrial/brown field sites

Community - funds and open days

Local impact – using local contractors for construction and

operation wherever possible

Generation equal to offsetting 57,826 tC0

2

(9.9 tCO

2

per

average shareholding of 3,600 shares)

Once our 2015 projects are built, our average shareholder’s

investment generates enough renewable electricity for their own

and 6 neighbours homes

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Community events - Avonmouth open day

(27)

Operations and financial update

Going forward

Continue to improve

performance

Exclusivity on two

Scottish wind farms

Repowering, feasibility

work initiated on oldest

sites

Respond to evolving

regulatory framework

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20

th

Anniversary

-0.50 1.00 1.50 2.00 2.50 3.00 3.50 4.00 4.50 1 9 9 5 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 2 0 0 1 2 0 0 2 2 0 0 3 2 0 0 4 2 0 0 5 2 0 0 6 2 0 0 7 2 0 0 8 2 0 0 9 2 0 1 0 2 0 1 1 2 0 1 2 2 0 1 3 2 0 1 4 2 0 1 5 f

TR share price and dividend

Dividend (pence) Share Price (£)

-20,000 40,000 60,000 80,000 100,000 120,000 140,000 160,000 180,000 1 9 9 5 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 2 0 0 1 2 0 0 2 2 0 0 3 2 0 0 4 2 0 0 5 2 0 0 6 2 0 0 7 2 0 0 8 2 0 0 9 2 0 1 0 2 0 1 1 2 0 1 2 2 0 1 3 2 0 1 4 2 0 1 5 f

Impact

Production MWh Homes Equivalent

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Thank you

Any questions?

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How will the Government’s announcement on the withdrawal of subsidies for onshore wind projects effect Triodos Renewables?

On 18 June 2015, Department of Energy & Climate Changeannounced that it plans to close Renewables Obligation for new

onshore wind projects on 1 April 2016, a year earlier than planned. Only projects which have secured grid connection offers, planning consent and land rights will be able to secure a grace period during which it will still be able to qualify for Renewables Obligation Certificates (ROCs) beyond this date. New primary legislation will be introduced with details of the closure. The Government also announced that it wishes to review the Feed in Tariff (FIT) scheme later this year and as part of this review, to seek options at how community projects are being funded.

The existing projects in our portfolio will not be impacted by the Government’s decision as the Company’s projects have already qualified for ROCs.

This decision may however impact on our future investment strategy. In the next 12 months Triodos Renewables will only consider onshore wind projects which will qualify for either ROC, FIT or CFD (Contract for Difference). We will also continue to consider the variety of investment opportunities which exist in sustainable energy. These options include the sale of electricity directly to local industry, community projects and further consideration of technologies such as hydro-electric, solar pv, energy efficiency and demand side management. Decisions will continue to be made in line with the objectives of achieving the greatest impact, taking acceptable risk and maximising shareholder returns. We also hope that the Government will continue their commitment to

renewables and that the Contract for Difference scheme will still be opened for onshore wind projects.

The UK Government remains committed to achieving its green house gas emission reduction targets, onshore wind remains the cheapest way to deliver these targets. The onshore wind sector also represents a very significant employer in the UK. Continued support of onshore wind will provide the UK with the cheapest means of achieving its green house gas emission reduction targets.

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What proportion of shares in the Company are held by institutional investors?

Approximately 25% of the Company’s shares are held by Institutional investors. A Socially Responsible Investment Fund, who purchased additional shares following the recent share issue, is the largest shareholder and own 7.5% of the shares.

How long should auditors remain with the Company?

We consider a review every 5 years to be appropriate, and a change in auditor should take place every 10 years.

What is the ‘A’ share?

Stichting Triodos Holding own the A share in Triodos Renewables. The A share exists to safeguard the Company’s mission and ethos. The A share has the power to prevent certain resolutions. Full detail can be found on page 38 of the 2014 Annual Report.

Are there plans to allot more shares in the future and what safeguards are in place to protect

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Resolutions 7 & 8 refer to the authority to allot shares in the Company up to a nominal amount of £10,890,094.50, which would be doubling the current share capital. Is this figure sensible as this would substantially dilute existing shareholdings?

The Board and team will review this figure in the resolutions equivalent to 7 and 8 for the next AGM.

In the terms of the draft buy back contract the word ‘substantially’ is used. Please explain the usage of this word.

The contracts provided with the AGM pack are draft contracts, as at the time of sending we do not have all the final details of the final sellers and volumes, as they have a right to withdraw their

participation in the buy back prior to the final legally binding contracts being drawn up. The terms will remain constant, but the contracts will be updated with the details for each eligible shareholder.

Was the Greenvale (March) site chosen because the Company is a good partner to work with, or because the site is windy?

A combination of both. The site benefits from a good wind regime. Greenvale have implemented other environmental projects including a solar pv installation and grey water recycling. The turbine on the Greenvale potato factory site provides green electricity to the factory at a discounted price to what they would pay from the national grid. This allows them to manage their costs and continue to improve their environmental performance.

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Excluding the new projects, if the other project’s generation is averaged out, generation

appears to be down from last year. What happens to the older sites when they stop functioning as efficiently (for example Beochlich, where there have been several faults)?

We have experienced some operational issues (major component failures) in 2014 on our older sites. In addition to aiming to improve their performance, we are considering the option of repowering some of our older sites that have started to show their age, where the performance could be enhanced with more advanced technology.

Do you expect to have better results with your newer turbines? Is the technology improving?

Yes the reliability of technology is improving. In addition to this, due to growth in the sector, the more modern machines have a better spare parts supply chain. We are working with specialist operations and maintenance contractors to improve the performance of the older machines and we’ve made good progress in identifying sources of spare parts. We now routinely benefit from 10-15 year operational performance warranties from the manufacturers which also contributes to improved reliability.

Did insurance provide cover for lost revenue when there were faults with the sites?

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How obliged are network operators to take account of our needs?

There are regulations which require the network operators to provide a connection. However, this is not prescriptive on timing and cost. The grid connection process is often expensive and can take an extended period. The renewables industry both requires and is contributing to a much more flexible grid as we move from a centralised to de-centralised energy system. There are some innovative approaches now being adopted.

Do you have a maximum level of debt that you consider to be prudent?

At the Triodos Renewables group level we have 65% gearing. At an individual project level, we tend to have between 70% and 80% gearing at the beginning of operations. As the assets mature, the level of gearing will fall. At the group level we wouldn’t expect to maintain gearing higher than it is presently. We take on debt with the intention of allowing our shareholder’s investment to contribute to more renewable energy capacity and also to increase long term returns.

Can you explain what mezzanine finance is?

Mezzanine debt is also called sub-ordinated debt. In terms of security and risk, this debt ranks behind the senior debt provided by banks, but before equity.

Why is the Company paying 6% for debt when interest rates have been so low recently?

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How many shares are traded on the Matched Bargain Market?

Over the past year, 129,949 shares have been traded on the MBM. The MBM is currently operated by Capita. We have discussed ways to improve the share trading process with Capita. We aim to amend the share trading execution process with a view to increasing share trading liquidity. Additionally the list of trades for sale will be available on the new Triodos Renewables website that will launch in later this year; instructions will be clearer; the execution policy for trading will be refined and simplified. We aim to continue to provide more information to allow shareholders to realise the value of the their

shareholding.

Why is the Company adopting IFRS (International Financial Reporting Standards)?

This is a regulatory requirement for the Company and will help to future proof the Company’s financial reporting. We will be using Deloitte to assist us with the transition to IFRS, to keep the continuity throughout the transition process. As part of the process we will adjust both the 2013 and 2014 accounts according to IFRS standards.

We still plan to produce half year reports for shareholders under IFRS, but they will not include as

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Regarding the Notes on page 34 of the Annual Report - could the current Company structure be simplified?

The structure of the Company is dictated by the way we finance and contract each asset/project company. This structure provides the group with flexibility and protection in the event of the failure of an asset/project company.

Would there be any benefit to diversifying into solar pv?

The cost of solar pv technology has materially reduced over the last 3 years. This technology can now deliver electricity at sustainable prices. We will be considering solar pv projects going forward as part of a more diversified portfolio. We are also considering investments in hydro assets and qualifying the opportunity to invest into energy efficiency and demand side management. We aim to maintain the current risk and return profile by continuing to invest in asset backed opportunities using proven technologies.

Will there be an impact on the Company if Scotland were to become Independent?

We can’t predict what will happen should Scotland go independent, but we do have a spread of projects throughout the UK.

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Shareholder questions from the AGM

A big thank you to our shareholders

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0117 9809717

renewables@triodos.co.uk

This presentation is issued by Triodos

Renewables plc

Registered office c/o Triodos Bank, Deanery

Road, Bristol, BS1 5AS.

Triodos Renewables is managed by Triodos

Bank NV.

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