Escalating geopolitical instability

In 2025, geopolitical volatility intensified, driven by the ongoing conflicts in Ukraine, Gaza and Sudan, rising tensions between global powers and growing societal polarisation. These developments heightened security risks, disrupted markets and challenged international cooperation on critical transitions. While our lending and investment exposure was limited, we remained vigilant to indirect impacts from conflict, supply chain disruptions, operational resilience, cyber threats and political fragmentation.

Deepening environmental and social challenges

Yet again, global CO_2e emissions reached a new high in 2025. Rising global temperatures and ecosystem degradation further underscored the urgency for sustainable practices. Simultaneously, the wars in Gaza, Ukraine and Sudan caused tremendous human tragedy and contributed to social instability. In the countries where we are active, political tensions and polarisation further strained societal resilience, underscoring the need for systemic change. In this context, our long-standing role in financing change and changing finance is as relevant as ever. We continue to finance the real economy to drive meaningful progress across our five transition themes and remain an advocate for a sustainable, transparent and responsible financial sector that makes money work for positive change.

Modest economic growth

In 2025, global growth continued to lag behind this century's historical average amid rising trade tensions and deepening economic fragmentation. Trade flows are increasingly influenced by protectionist measures, particularly from the United States.

In Europe, economic growth remained modest, although slightly stronger than in 2024, supported by easing inflation and interest rate cuts. Looking ahead, inflationary pressures are expected to remain subdued, while anticipated government spending will offer only limited economic support. In this macro environment, we continue to allocate capital consciously, aiming to meaningfully contribute to a more inclusive, sustainable and resilient society.

Complex and shifting sustainability landscape

The transition to a sustainable economy requires significant capital, yet global investment flows remain insufficiently aligned with the transitions needed to meet internationally agreed goals, such as those outlined in the Paris Agreement and the UN Sustainable Development Goals. A large share of financing still supports extractive activities, while transitions remain underfunded. Within the EU, frameworks such as the Corporate Sustainability Reporting Directive (CSRD) and the Sustainable Finance Disclosure Regulation aim to steer towards a more sustainable economy and raise transparency and standards. However, recent moves towards regulatory simplification risk weakening their effectiveness. At the same time, growing resistance to ESG in the United States is creating a more challenging environment for sustainable finance globally. Nevertheless, we remain committed to leading sustainable finance by advocating for smarter regulation that reduces complexity without compromising impact, and by working with our customers, co-workers and partners to accelerate transitions to a regenerative economy.

Regulatory pressures

Regulatory expectations for the European financial sector continued to rise, especially in areas such as customer due diligence, financial crime prevention, ESG disclosures and capital requirements. In 2025, the EU’s Anti-Money Laundering Authority became operational, reinforcing scrutiny across member states. In parallel, strategic regulatory developments further shaped the regulatory landscape. This included the Digital Operational Resilience Act, the Artificial Intelligence (AI) Act, the implementation of Basel IV through CRR3/CRD6, as well as evolving ESG and sustainability reporting standards including CSRD and EBA guidelines on the management of ESG risks. Strengthening our Know Your Customer (KYC) and financial crime (FC) capabilities and implementing regulatory requirements remain a strategic priority. We are continually enhancing our screening and monitoring of financial crime risks by investing in advanced tools, improving data quality and strengthening governance. These efforts are moving us closer to compliant-by-design solutions that enable sustainable and responsible practices.

Evolving customer expectations

Customers today expect their banks to offer digital solutions that integrate seamlessly into their daily lives. They want to engage with their bank in ways that are convenient, efficient and on demand. These seamless digital experiences are now considered basic requirements rather than differentiators. At the same time, clients increasingly seek banks that stand out through transparency, strong values alignment and a commitment to both financial and impact goals. Authentic human connection remains critical at the moments that matter most. By combining personal engagement with technology and impact data, we help our clients make informed decisions while building trust and community.

The rise of artificial intelligence and emerging technologies

AI and emerging technologies continued to change the banking landscape by redefining how services are delivered, risks are managed and operations are run. These technologies offer significant potential to enhance productivity, decision-making and customer experience in support of our strategy and mission. At the same time, they raise important ethical and ecological considerations and should be implemented carefully and consciously.

Our approach to AI is grounded in robust governance, risk management and clear accountability. Guided by our internal AI policy, we apply principles of responsible use, human oversight, data quality and transparency to ensure reliable and compliant deployment. In 2025, we consciously and responsibly applied AI to support co-worker productivity and improve service delivery. In parallel, we invested in digital and AI education and adoption across the organisation, equipping co-workers to use new technologies effectively, responsibly and with confidence. We continue to invest in modern technology infrastructure and capabilities to build a bank that is more scalable, efficient and future-ready.

Importance of cost efficiency

Across the European banking sector, income and cost pressures remain elevated. Intense competition and tightening net interest margins – retreating from their 2024 highs – have constrained income growth. Meanwhile, operating costs continue to rise, driven by wage inflation, more complex regulatory requirements that elevate compliance costs, and substantial investments in digital infrastructure as banks modernise. These dynamics reinforce the importance of disciplined cost management and conscious prioritisation of resources. For our organisation, this means rigorously identifying areas where investment delivers the greatest value for our mission and customers, while actively seeking operational efficiencies.

"Technology is not an end in itself, but a lever for impact. By strengthening our digital platforms, data quality and the responsible use of AI, we are supporting a resilient, compliant and customer‑centred bank. Thereby enabling us to finance the real economy and respond to the social, environmental and economic challenges that make positive change more urgent than ever."

Progress on our strategy

Guided by our three strategic pillars, we made tangible progress on our strategy.

Our organisational culture

Our co-workers are vital to the success of our mission. We focus on cultural coherence to enable our co-workers to activate the mission and contribute to the impact and sustainability of the organisation. Providing good working conditions and supporting co-worker wellbeing, striving to create a culture of accountability and inclusion, and putting a strong emphasis on risk awareness are some of the ways in which we seek to continuously develop our culture.

Our Group People and Culture 2024-2026 strategy aims to further develop an engaged, inclusive and adaptive culture through three pillars:

1. To bring our mission to life through a values-led, inclusive and highly engaged community of co-workers. In 2025, this included initiatives to strengthen and improve co-worker engagement.

2. To enable every co-worker to be their best at work by developing personal leadership, risk awareness and accountability capabilities. In 2025, this included initiatives which invest in and develop our managers.

3. To commit to learning and growth, by strengthening our 'change muscle'. In 2025, this included supporting co-workers to have effective development conversations and conducting talent reviews more deeply within the organisation.

These pillars are underpinned by the ongoing operational improvements in our HR function to deliver effective and appropriate process, systems, data and reporting improvements.

In 2025, we strengthened the connection between the Group People and Culture strategy and the reinforcement of a risk aware organisational culture. We aligned more closely with the Triodos Bank Code of Conduct. This included dilemma sessions for co-workers to better envisage how the Code can be applied in practice along with co-workers being required to complete their mandatory Code of Conduct e-learning. We also engaged with De Nederlandsche Bank (DNB) to identify improvement areas which will help us to better translate risk awareness into consistently risk aware co-worker behaviour.

Triodos Bank Behaviours make explicit the behavioural expectations that we have of our co-workers in their everyday actions. They cover four quadrants; thinking from the whole, delivering impact for customers, committing courageously and fostering connection and belonging. These behaviours underscore our management development and co-worker dialogues.

To strengthen the overall culture of Triodos Bank, our 'people leader' population was identified as a key population through which cultural change could be activated. In 2024, we developed and launched a management development programme called LEAD which every manager at Triodos Bank is required to attend. The purpose of LEAD is to strengthen personal leadership and accountability capabilities across the manager population of approximately 250 individuals. The programme combines a three day in-person event for each cohort of LEAD with self-directed learning, online training and a final in person event to consolidate learning and set the managers up for success going forward. The aim of LEAD is to develop the necessary skills in every manager so that they can most effectively lead and inspire their teams, manage performance and guide their team through cultural change.

Other developments in 2025 that contributed to an organisational culture aligned with our mission included incorporating the Triodos Bank Behaviours into the co-worker induction programme and highlighting the connection between each co-worker's personal values and Triodos Bank's core values during the Identity Week. In addition, we continued to educate co-workers and managers in effective FLOW dialogues (feedback, learning, objectives, wellbeing).

We have various methods of evaluating how closely connected our co-workers feel to the mission, their sense of pride and inclusion in the organisation, and other aspects of the co-worker experience and culture of Triodos Bank. We are conscious of the significance the mission and company values have to co-workers, and more details on how we monitor this are available in the Own workforce section of our sustainability statements.

Further information on our two material topics 'co-worker wellbeing' and 'fostering an inclusive working environment' is also available in the Own workforce section of our sustainability statements.

Co-worker wellbeing

Co-worker wellbeing closely intersects with our commitment to providing good working conditions and facilitating a working environment in which we enable each other to be our best at work. As it is an important part of how our co-workers experience working at Triodos Bank, we continued to be proactive in how we approach this topic as part of our wider People and Culture strategy.

Working with FLOW dialogues continues to be a central component in this. The framework offers a holistic performance management conversation encouraging regular check-ins between managers and co-workers and bringing attention to co-worker wellbeing regularly throughout the year. We are also considering additional ways to strengthen the quality assurance of the FLOW process.

These dialogues are supported by various tools to address wellbeing, such as the web of wellbeing as well as access to Mental Health First Aiders (co-workers who are trained to take on this role), which help to promote year-round awareness and encourage preventative actions. They are also supported by communication on topics such as objective-setting and feedback.

Equity, diversity and inclusion

In 2025, we reaffirmed our commitment to equity, diversity and inclusion (EDI) with the renewal and publication of our Group EDI policy. We continued to mature our approach to the topic through implementation across four areas: data and reporting, policy and process, co-worker engagement and learning, and communications and awareness.

A robust organisational approach to EDI is an integral part of bringing our organisational value of equity to life and fostering an inclusive working environment. We highlight equity within our approach because we recognise that treating everyone equally has shortcomings when the playing field is not level. Our approach to EDI also resonates with our belief in human dignity, and it aligns with our Code of Conduct, which reflects our commitment to the highest ethical standards. We also embed EDI principles into other policies and processes as appropriate to drive implementation across the bank.

Specific EDI actions in 2025 included the continuation of an EDI index in the co-worker survey cycle, greater transparency around our approach to EDI, and the launch of the EDI Foundations e-learning module during Identity Week. We also delivered several co-worker engagement activities and training, for example for active hiring managers on inclusive hiring and upskilling our inclusion forum and co-worker network leaders. We had a regular cadence of awareness raising and engagement with co-workers on EDI topics including webinars, open-hours and internship research. We also continued our work to improve gender balance as part of our wider EDI strategy, including expanding the RISE development programme which supports co-workers traditionally underrepresented in leadership roles, the ongoing efforts of the Triodos Bank Talent Board, external partnerships and broader initiatives like mutual mentoring.

Profit and loss account

For 2025, we recorded a net loss of EUR 25.0 million after tax. Return on equity (RoE) amounted to -2.0% in 2025. The decrease compared to the prior year reflects the net loss recorded for the year.

Total income decreased to EUR 442.4 million in 2025, a decline of 4.5%, mainly driven by a lower net interest income. This occurred despite modest lending growth, as the impact of a less favourable interest rate environment and higher funding costs more than offset balance sheet expansion. The net interest income declined by EUR 16.6 million to EUR 331.1 million. Throughout the year the net interest margin stabilised at 1.92%, reflecting disciplined balance sheet and funding management.

The bank’s net fees and commission income decreased by 5.2% to EUR 109.4 million in 2025. This decrease was mainly driven by lower management fee income,



reflecting reduced funds under management following net outflows amid volatile market conditions.

Total operating expenses decreased by EUR 77.0 million to EUR 374.2 million. This reduction was mainly driven by the non‑recurrence of the settlement offer provision recognised in 2024, which had materially increased operating expenses in that year. When excluding all non‑credit provisions, underlying operating expenses remained broadly stable in 2025 compared to 2024.

Personnel expenses increased by EUR 23.9 million. When excluding the non-credit provisions the increase in personnel expenses was primarily driven by inflationary wage drift and was largely offset by lower regulatory costs, lower depreciation and amortisation, lower recoverable VAT expenses, and disciplined cost management across the organisation.

The taxation on our operating result was EUR 21.7 million in 2025. The effective tax rate (ETR) was 655%. This exceptionally high ETR is primarily the result of a limited pre‑tax result in combination with material non‑deductible items. These include, most notably, the write‑off of deferred tax assets and other costs related to the decision to wind down our German operations, as well as other non‑deductible provisions and one‑off expenses.

Impairments and value adjustments on financial instruments amounted to EUR 71.5 million in 2025, representing an increase of EUR 59.9 million. This increase was almost entirely driven by a EUR 59.7 million pre‑tax provision recognised in the second half of the year on the German fibre optic loan portfolio.

The provision followed a sector‑wide deterioration in market conditions, characterised by slower‑than‑expected network rollout, increased competitive pressure and downward revisions of business cases across multiple operators. Based on a reassessment of expected recoveries and future cash flows, we concluded that an adjustment was necessary to reflect current market realities. The cost of risk for 2025 increased to 62 bps, reflecting the large impact of the provision.

Outside the German fibre optic portfolio, credit performance remained resilient. The remainder of the loan portfolio continued to benefit from proactive credit risk management and a high level of diversification across geographies, sectors and transition themes.

Balance sheet

Our total balance sheet amounted to EUR 17.6 billion at year-end 2025. The increase reflects continued growth in customer deposits and changes in the composition of the treasury portfolio. Total liabilities increased to EUR 16.4 billion at year-end in 2025.

Loans and advances to customers increased by EUR 90 million to EUR 11.5 billion. The debt securities at amortised cost increased to EUR 3.7 billion. This increase mainly reflects a further shift within the liquidity portfolio from cash held at the European Central Bank to high‑quality debt securities, in line with prudent liquidity and balance sheet management.

The customer loans‑to‑deposits ratio decreased further to 76.2% at year-end 2025, reflecting the continued growth in customer deposits relative to lending volumes.

Debt securities issued increased during the year, reflecting the issuance of EUR 300 million of MREL‑eligible green senior preferred notes. This issuance further diversified the bank’s funding sources and strengthened the resilience of the funding profile.

The bank’s equity position amounted to EUR 1,192 million at year-end 2025. The decrease compared to year‑end 2024 mainly reflects the net loss recorded for the year, along with the interim dividend paid in September 2025.

The balance‑sheet provision for expected credit losses (ECL) increased to EUR 120.4 million at year-end 2025. This increase was largely driven by the provision recognised on the German fibre optic loan portfolio in December 2025. The provisions for stage 2 and 3 exposures increased significantly, while the stage 1 provisions remained broadly stable.

Prudential capital and liquidity

Our prudential capital position remained strong throughout 2025, supporting lending activities and providing a solid buffer against adverse developments. Capital levels remained comfortably above regulatory requirements, reflecting disciplined risk management, the implementation of Capital Requirements Regulation (CRR) III, and prudent balance sheet management in a year characterised by significant strategic adjustments.

At year-end 2025, CET1 capital amounted to EUR 1,151 million. The decrease compared to the previous year mainly reflects the net loss recorded in 2025, partly offset by changes in risk‑weighted assets.

The bank’s total capital ratio (TCR) increased to 21.2% at 31 December 2025. The increase was mainly driven by a reduction in risk‑weighted assets resulting from the updated CRR. Tier 2 capital remained broadly stable at EUR 250 million and consisted of the subordinated Green Bond issued in November 2021.

The leverage ratio amounted to 6.4% at year-end, remaining well above the minimum regulatory requirement of 3.0%.

In addition, we further diversified our funding profile during the year through the issuance of EUR 300 million of MREL‑eligible green senior preferred notes, strengthening the resilience of the balance sheet and supporting compliance with regulatory requirements.

The bank’s liquidity position remained robust throughout 2025. Liquidity was supported by a stable and diversified customer deposit base and prudent liquidity management.

Our capital position remained strong throughout 2025. The CET1 ratio increased to 17.4% at year-end, well above both our medium target and the applicable regulatory requirements. The total capital ratio stood at 21.2%, providing a solid buffer to absorb the impact of the strategic provisions taken during the year and to support future business development.

Our liquidity position also remained robust. The Liquidity Coverage Ratio (LCR) was 206% at year-end, comfortably exceeding the regulatory minimum of 100% and reflecting our conservative approach to liquidity risk management.

Funds under management

Funds under management decreased in 2025 to EUR 6.6 billion. The decrease reflects market developments during the year, including lower asset valuations and net outflows across several portfolios.

Market volatility continued to affect investor behaviour, resulting in reduced investment volumes. In addition, a shift from investment products towards savings products was observed during the year, further contributing to the decline in funds under management.

Capital management process

Dividend

Our dividend policy is aimed at distributing a total dividend of 50% of our net profit over each financial year. The payout may be adjusted upwards, as evidenced by the 75% payout ratio in 2023, or downwards, should circumstances warrant such a change.

Our dividend policy provides for the possibility of three types of dividends: 1) regular dividend, 2) interim dividend and 3) extraordinary dividend. All dividend payments are non-cumulative.

When formulating dividend proposals, we take into consideration a range of factors, including anticipated future regulatory capital requirements, strategic growth opportunities, the outlook for maintaining a robust capital position, and other relevant expectations or circumstances. All dividend proposals are subject to compliance with the prevailing capital requirements applicable to Triodos Bank.

Given the provision related to the anticipated loan losses linked to the German fibre optic market, we propose not to pay a final dividend per DR for the year 2025. This proposal results in a total dividend which equals the interim dividend of EUR 0.60 per DR that was paid out in September 2025.

Dividend paid per year

In euros

Prudential capital management strategy

Capital position

Our capital position remained strong in 2025.We have sufficient buffers to withstand various severe stress scenarios at both the consolidated and solo level. Our Tier 1 target level of >15% is well above the overall SREP CET1 requirement, implying a management buffer of at least 200 basis points.

Our capital ratios at the end of the year increased compared to 2024, primarily due to lower risk weighted assets. We had a Tier 1 ratio of 17.4% as of 31 December 2025 versus an overall SREP Tier 1 requirement (including buffer requirements) of 13.0%. The total capital ratio increased from 20.0% at the end of 2024 to 21.2% at the end of 2025.

Depository Receipts

On 18 June 2025, Triodos Bank DRs were admitted to trading on Euronext Amsterdam under the ticker TRIO and with the international securities identification number (ISIN) NL0010407946. The listing has improved tradability of and accessibility to DRs which has enhanced our visibility among investors.

As at 31 December 2025, 14,467,056 DRs have been issued. They are denominated in euros and carry a nominal value of EUR 1. Based on the trading post listing, Triodos Bank DRs were admitted to the Euronext Amsterdam AMS Next 20 (AScX) and the MSCI Micro Cap Index, further enhancing liquidity, index visibility and international investor recognition.

To protect the independence, identity and mission of Triodos Bank, all shares issued by Triodos Bank N.V. are held by Stichting Administratiekantoor Aandelen Triodos Bank (SAAT) which in turn issues DRs. DR Holders benefit from the economic rights associated with ordinary shares, such as the right to dividends, pursuant to the voting policy and terms of administration of SAAT, DR Holders are granted a proxy to exercise the voting right on shares connected to their DRs. SAAT only exercises the voting rights on shares when they are actively requested by DR Holders to vote on their behalf or if there is an exceptional situation in which SAAT is authorised by law to exercise the voting right. DR Holders also have a right of substitution, meaning that they may mandate a third party to exercise the voting right on their behalf. In exceptional circumstances, SAAT may refuse to grant a proxy to DR Holders, or SAAT may revoke a proxy.

On 31 December 2025, one investor held more than 3% of Triodos Bank DRs in circulation: Coöperatieve Rabobank U.A.: 4.1% (2024: 4.1%). Triodos Bank held 274,982 DR on 31 December 2025.

Debt issuance programme

In August 2025, we announced the successful pricing of EUR 300 million in minimum requirement for own funds and eligible liabilities (MREL)-eligible senior preferred notes under our EUR 2.5 billion debt issuance programme. These notes, with a 5-year maturity and a fixed coupon of 3.875%, include an issuer call option after four years. The book was more than three times oversubscribed, and the transaction attracted significant interest with more than 100 national and international institutional investors involved.

The target market for this issuance was MiFID II professionals and eligible counterparties only. The proceeds of the issuance are being used to finance or refinance eligible green loans, supporting our commitment to sustainability. This issuance has enabled us to further diversify our funding sources, expand our investor base, and implement our funding strategy to meet regulatory requirements for MREL.

The base prospectus for the programme dated 20 June 2025 comprises the registration document and the securities note, as amended from time to time, available at: www.triodos.com/en/investor-relations/debt-investors

Investor Relations policy

We maintain an active, open and transparent dialogue with current and potential DR Holders and bondholders, rating agencies and research analysts with accurate and timely information on developments within our business. We engage in active dialogue with all our financial stakeholders by publishing press releases, our Annual and Half Year Reports as well as Green Bond Reports, and by organising meetings, roadshows and one-to-one discussions with existing and potential investors. We maintain a silent period of four weeks prior to the publication of our annual and half year results. No meetings are held with investors or analysts during this period.

Investors and analysts with questions about Triodos Bank are welcome to contact our Investor Relations team by emailing investor.relations@triodos.com.

Personal Banking

Personal Banking customers usually make a conscious choice to bank with us because of our values and our commitment to using money for positive change. Furthermore, our customers expect a banking service that is in line with market standards, both in terms of user experience and innovation, as well as transparency and fair pricing. In total 29,818 new Personal Banking customers started a banking relationship with Triodos Bank in 2025.

In 2025, we took multiple decisions to optimise our product-market combinations. We discontinued offering personal loans and credit cards in Spain and mortgages in Belgium and Spain. Although the Netherlands is now the only country where we actively offer private mortgages, we do continue to serve the existing private mortgage clients in Belgium and Spain.

The housing shortage remains a dominant issue in the Dutch housing market and concerns remain about the ability of first-time buyers to fulfil their wish of owning a house. One way we contributed to solutions for the housing shortage was by providing mortgages for co-housing. This means that a small group of individuals (maximum four people) can develop and realise a co-housing project. They live independently but share certain facilities such as a garden, laundry room or communal space. The story of one co-housing group is highlighted on page x.

We were the first and are still the only bank in the Netherlands offering bio-based mortgage loans where the interest rate is linked to the choice of materials for the home. Triodos bio-based mortgage customers receive an extra low interest rate if they intend to live in or build a bio-based home. Bio-based building is a method that uses renewable, plant-based building materials that absorb CO₂ while growing and also grow back quickly after harvesting. Our interest rates are linked to the energy label of a home, and our customers can borrow extra money up to a maximum of EUR 25,000 at 0% interest for a maximum of ten years to make their homes even more sustainable. 

Business Banking

In our 45th year, we continue to build a value-based portfolio that has shaped our journey since inception. Our long-term experience remains the foundation of our environmental and social expertise and our drive for innovation, as we respond to evolving societal and ecological needs.

Our customers matter to us. We are grateful for the trust they place in us to help them realise their ambitions, whether they are entrepreneurs seeking finance for sustainable initiatives or individuals choosing to save and transact in line with their values. The insights gained over recent years have been invaluable, showing us where we are performing well and, importantly, where we can improve.

One clear learning from our NPS results is that there is room to enhance our payment services. We recognise that reliable, efficient payment solutions are essential for our customers, and we are committed to investing in these services to better meet their needs.

In 2025, we initiated several improvements in our processes and customer support. For example, we introduced an improved online portal that allows customers to easily download account statements and other documents at any time. We also streamlined onboarding and payment authorisation processes by moving to fully digital workflows, reducing paperwork and processing times. We enabled secure and convenient authentication by launching soft tokens within our mobile banking app, and we made Apple Pay available, offering clients greater flexibility in their payment options. Another important improvement was the integration with leading accounting software, allowing clients to automatically synchronise their banking transactions with their financial administration. These changes were driven by ongoing customer feedback and address key areas such as document accessibility, operational efficiency, security, payment convenience and seamless financial administration.

As part of our broader modernisation programme, we will continue to invest in digital innovations in 2026 and 2027. Planned initiatives include introducing real-time payment capabilities to enable instant transfers and expanding support for international payments. Furthermore, we will integrate additional popular payment platforms such as Google Pay, providing our clients with even more flexibility and convenience. To further support our clients’ business needs, we will also roll out advanced financial management tools, including automated cash flow forecasting, digital invoicing solutions, and spending analytics dashboards. These enhancements are designed to help our clients manage their finances more efficiently and make informed business decisions.

Our business lending focuses on five transition themes: the energy, food, resource, societal and wellbeing transitions. By the end of 2025, the gross business lending portfolio amounted to EUR 6,205 million (2024: EUR 6,256 million). In comparison to 2024, we managed to keep the portfolio decline limited (~ -1%), despite increased early redemptions, winding down of our German activities and the exchange rate difference for the UK loan book. The distribution of the business loans per transition theme is visualised in the next graph.

Business loans by transition theme

As at 31 December 2025

We are actively engaging with the evolving landscape around social impact financing, while acknowledging that clear market guidelines and standardised reporting frameworks are still in development. In this context, we seek to contribute to best practices by closely monitoring sector developments, participating in relevant dialogues and continuously refining our own approach to measuring and reporting social impact.

Our intention to finance the societal and wellbeing transition themes is also reflected in our Business Banking portfolio. In 2025, the social housing, arts and culture, and healthcare sectors remained a substantial part of our portfolio, supported by targeted capital allocation and enhanced risk management. Our UK social housing portfolio reached EUR 389 million, now representing over 31% of Triodos Bank UK's Business Banking assets, and amongst others earning us The King’s Award for Enterprise – Sustainable Development. In the arts and culture sector, new loans totalled EUR 106 million, one of the largest sectors in our Spanish branch. Healthcare origination totalled EUR 153 million, supporting innovative projects in all the countries where we operate(also see our customer stories).

Our energy transition financing began with financing the development of the first wind turbine; a milestone that set the standard for our continued expertise. Today, we leverage this experience in markets where wind and solar energy are still evolving, such as in Spain, where our financing supports a new generation of renewable projects. In mature markets like the Netherlands, we have strategically shifted towards battery storage and hydrogen investments, like in the Holthausen Energy Point's story. In 2025, assets in the energy transition theme grew by 6%. Read more about the impact of our financing in the Our impact chapter.

Our commitment to NbS, established in previous years, remains central to our strategy. Signature projects in 2025 included the restoration of 500 hectares of forest in Belgium and the creation of 28 hectares of urban wetlands in the UK. Our corporate finance team plays a key role, providing advisory and fundraising expertise for nature-positive initiatives. Our commitment to financing high‑integrity NbS projects remains strong, and we will continue to mobilise capital towards NbS opportunities.

"In 2025, we worked on the modernisation of our visual identity. This is not just a new set of colours and a refreshed logo. We’re setting the stage for the new chapter ahead for Triodos Bank. One where we aim to communicate our important vision and mission to an even broader audience, in the markets that we focus on."

Investment Management

Our approach to transitions

We aim to use both our financing and our role as a financial institution to accelerate transformative change in five interlinked transition themes we have identified: the energy, food, resource, societal and wellbeing transitions.

Transitions are not neat, linear processes; they can be sped up or slowed down by different factors. Society and the economy consist of complex systems and subsystems. A transition is a change in the behaviour of those systems. Our approach in financing transitions is first and foremost based on values-based expert judgement, enabling us to select financing options that generate positive impact. Our minimum standards reflect our values-based approach to financing and investment. They guide us in making ethical, positive choices that align with our mission. While these standards also help mitigate risks, their primary purpose is to ensure our activities contribute to social and environmental wellbeing. This approach is supported by our business principles.

Our five transition themes are closely connected to our climate and nature ambitions and form the foundation of our impact strategy. Each theme drives systemic change that reduces environmental pressures while fostering social resilience. The energy transition is to accelerate fossil-free solutions and phase out fossil-based activities to meet climate targets. The food and resource transitions promote regenerative agriculture and circular economies while eliminating harmful practices to restore ecosystems and safeguard natural resources. The societal and wellbeing transitions ensure these shifts deliver inclusive prosperity and healthy living conditions.

Money plays a pivotal role in enabling these transitions by directing capital towards businesses and projects that create positive environmental and social outcomes. Through our financing decisions, we aim to reduce financed emissions by at least 42% by 2030 and commit significant resources to the NbS sector. By aligning transition themes with climate and nature strategies, we make positive change investable and create a roadmap for transformative impact that benefits both people and the planet. In these transitions, financial institutions are not just spectators but are highly active participants. Given the financial sector’s role in channelling funds, it is essential to have mechanisms and incentives that align its operations with society’s broader goals. Quantitative impact metrics can help inform decisions and measure progress in a transition.

In this chapter, we outline how we advanced our mission in 2025 through our ongoing advocacy with the aim of 'changing finance', and 'financing change' through our loans and investments. We provide insights into our financed portfolio using quantitative results and customer stories that illustrate how our customers and investees contributed to the five transition themes. More information on our impact, risks and opportunities is provided in the Consolidated sustainability statements.

Change finance: Driving systemic transformation

Through direct engagement, strategic partnerships and evidence-based action, we sharpened our advocacy strategy to challenge the status quo and drive systemic change towards a financial system that serves society and the planet. In 2025, we published our vision for the future of finance, calling for a fundamental transformation of the financial system. This included stronger public control over capital flows and the introduction of a public digital currency to ensure finance serves people, planet and the real economy. In addition, we held a thought leadership event in the Netherlands to amplify our message.

In line with this vision, we responded to key European Union consultations, including on the Sustainable Finance Disclosure Regulation (SFDR) and the Corporate Sustainability Reporting Directive (CSRD), and we co-signed progressive business statements on climate and industrial policy.

Our decision to withdraw from the Net-Zero Banking Alliance was driven by its weakening guidelines, including the removal of the 1.5°C target requirement and the shift from strict obligations to voluntary disclosures. All of these contradict our own climate ambition and commitment to combatting climate change. We remain dedicated to influencing the financing sector by advocating for stricter climate policies and ensuring our loans and investments are in line with the 1.5°C global warming scenario. We continued to advocate for robust climate finance frameworks and ambitious national contributions to reduce emissions, including in relation to COP30.

Locally, we engaged with communities through events like Fair Finance Week in Germany and Belgium, launched the Triodos Advocacy Academy in Spain and contributed to national consultations such as the Spanish Sustainable Consumption Law.

Nature finance: Supporting biodiversity

We advocate for a financial system that protects and restores nature. We promote the integration of nature-positive investment strategies to safeguard biodiversity and natural capital, essential foundations for a thriving society within planetary boundaries.

In 2025, we advanced this mission through a multi-faceted approach. We updated our Climate and Nature strategy to further align our actions with our ambitions for systemic change. We called for strong reforms in environmental finance. We also advocated for the redirection of harmful subsidies and reform of public and private finance flows to halt biodiversity loss.

We contributed to thought leadership by sharing case studies in the UNEP-WCMC 'Playbook for Accessing Private Finance as a Restoration Project Developer in Europe'. In partnership with Collectief Natuurinclusief, we hosted a Biodiversity net gain (BNG) knowledge session with over 45 organisations, exploring how the UK’s BNG policy could be adapted for the Netherlands. The event featured expert insights from Wageningen University and Triodos Bank UK and highlighted the importance of cross-sector collaboration. This collaboration cumulated in the Manifest Netto Natuurwinst (Net nature gain Manifesto). Through this initiative, stakeholders send a clear signal to the incoming Dutch government: embed Netto Natuurwinst into legislation so that nature restoration becomes a structural and predictable part of construction, energy and development projects.

Beyond events, we actively participated in forums such as the Spanish Business and Biodiversity Initiative (IEEB) and SpainNAB, sharing best practices and scaling NbS. We supported research and impact measurement, demonstrating the environmental benefits of bio-based homes. Through advocacy, partnerships, research and direct financing, we helped to mobilise capital, raise awareness and accelerate the transition to a nature-positive economy across Europe.

Housing finance: Advocating for socially just and sustainable solutions

We advocate for housing solutions that are both environmentally sustainable and socially just. We believe access to quality, affordable homes is a human right and that housing must support community wellbeing while respecting ecological boundaries.

In 2025, we sought to address the housing crisis in the European countries where we operate. In the Netherlands, we published our vision for resolving the housing shortage through a balance of social equity and ecological responsibility, and we hosted a thought leadership event to spark public dialogue and influence policymakers.

At the European level, we contributed expertise to parliamentary hearings on affordable housing, highlighting innovative financing models and the role of EU funds in expanding access. Triodos Bank UK actively advocated for the protection of Warm Homes Plan funding, joining sector-wide calls to safeguard vital support for energy efficiency measures, to ensure lower energy bills, reduce fuel poverty and support the UK's transition to sustainable housing and energy security. We also teamed up with like minded stakeholders and signed various joint statements advocating for affordable and sustainable homes.

Throughout these efforts, we emphasised the responsibility of financial institutions to uphold human rights and prevent violations. We advocated for inclusive housing solutions that integrate sustainability and social justice.

Our Climate and Nature strategy and progress

A full overview of progress on our climate targets can be found in the Climate change section of our Consolidated sustainability statements. More information on our climate transition plan that shows the actions we will take to stay on course with a 1.5 °C pathway can also be found in the Climate change section of our Consolidated sustainability statements. For more details on our biodiversity targets, see the biodiversity targets section in the Sustainability Statement. On the next page we give an update on the core targets of the four pillars of our Climate and Nature strategy.

Climate impact of our own operations

Our direct (scope 1) emissions, resulting from gas consumption in our offices and fuel consumption for our lease cars, decreased from 179 tCO₂e in 2024 to 116.70 tCO₂e in 2025. This reduction is mainly attributable to a further phasing out of fossil fuel-powered lease cars to electric vehicles. The shift to electric lease cars is also the main reason for an increase in our indirect (scope 2) emissions resulting from electricity consumption: from 121 tCO₂e in 2024 to 129 tCO₂e in 2025 (market-based scope 2 emissions). However, the overall increase in market-based emissions has been limited, thanks to a significant reduction in electricity consumption in our offices, achieved through energy-saving measures in the Netherlands and the downsizing of office space in Spain and the United Kingdom.

Our indirect (scope 3) emissions resulting from waste generated in operations (category 5), business travel (category 6), commuting (category 7) and downstream leased assets (category 13) decreased from 1,400 tCO₂e in 2024 to 1,046 tCO₂e in 2025. The primary reason for this decline is a significant reduction of 242 tCO₂e from air travel, resulting from incremental travel restrictions implemented in the summer of 2025 to lower both costs and CO₂e emissions. For more details, please refer to the section on Sustainable mobility.

The pie chart on the right shows the relative contributions of the different categories directly linked to our own operations, to our total CO₂e emissions. The emissions of the categories in the pie chart are compensated with carbon credits; in total 1,292 tCO₂e.

The scope 3 category 1 'purchased goods and services' is not covered in the pie chart. This is because these emissions are primarily linked to the activities of our suppliers, rather than our own day-to-day operations. As such, we have less direct influence over them compared to our own operational emissions. The emissions for this category are estimated to be 12,100 tCO₂e, using low quality sector average data for most part, rather than detailed, company-specific information. This means the figure is less precise and could change significantly with better data in the future. For these reasons, we report this category separately, to ensure that our pie chart provides a clear and accurate picture of the emissions we can most directly control.

Operational emissions in 2025

Total: 1,292 tCO₂e

Details of the methodology we use to calculate our CO₂e emissions is included in the Environmental information of our Consolidated sustainability statements.

Risk identification

Risk identification is the starting point of risk management since risks can only be managed and controlled once they have been identified. Risks which have not been identified in a timely way may seriously hamper and/or endanger the bank’s strategy realisation. Risk identification therefore is an essential process, directed at ensuring that relevant risks that Triodos Bank is or may be exposed to are identified in a timely way.

Specific regulations may be relevant depending on the risk type, and a variety of external and internal risk drivers are important for properly assessing individual risks. Incurred but non-identified risks could endanger the achievement of our objectives. The process of risk identification aims to ensure that all relevant risks that we are or may be exposed to are identified in a timely way.

Risk taxonomy

The main risk categories within our risk taxonomy are enterprise risk, financial risk and non-financial risk. The risk taxonomy supports a common understanding or ‘risk language’ by clearly defining the risk types and related sub-risks. The figure below illustrates the risk taxonomy approach at a high level.

Environmental, social and governance related factors (ESG factors) are increasingly relevant to assess the risks to which we may be exposed. Triodos bank's risk taxonomy is aligned with the general regulatory view (amongst others ECB, EBA) that ESG

factors manifest themselves as drivers of existing categories and types of risk. Therefore ESG factors are not positioned as ‘stand alone’ risk types in the risk taxonomy.

Risk appetite

Our risk appetite is the aggregate level and types of risk we are willing to assume within our risk capacity to achieve our strategic objectives and business plan. Our risk appetite supports us to achieve our goals by identifying and managing any risks that might endanger achieving these goals.

The risk appetite framework describes the overall approach to establish, communicate and monitor risk appetite. The framework considers material risks, aligns with our strategy and is part of the overall risk management framework. It governs the Risk Appetite Statement (RAS), which articulates our tolerance towards the aggregate level and types of risk in pursuit of our business objectives. This includes qualitative statements as well as quantitative indicators expressed relative to earnings, capital, liquidity and other relevant metrics as appropriate. It also addresses risks that are harder to quantify such as reputation and conduct risk.

Triodos Bank strives for an overall modest risk profile. Specific key risk indicators (KRIs) have been developed to track the risk subcategories as defined in our risk taxonomy. These KRIs are reviewed on an annual basis during the RAS review to ensure that the key focus areas and respective risk appetites are set in line with relevant internal and external developments. The risk limits, determined at Group level, are cascaded for each business unit. Breaches of risk appetite limits are governed by a specific breach procedure.

The RAS also includes an outline of the roles and responsibilities of those overseeing its implementation and monitoring.

Risk governance

The CRO organisation consists of four main departments (enterprise risk management, financial risk management, operational risk management, and compliance) that align with the breakdown of risks as per the risk taxonomy.

Strategic risk

Strategic risk is the risk of a lack of achievement of our strategic objectives due to internal or external factors. Our internal and external environment is periodically assessed to inform our short-term, mid-term and long-term corporate strategy, as well as our Risk Taxonomy. Any material new risk types and subtypes identified are included in the Risk Appetite Statement (RAS), so that all relevant risks, including strategic risks, are not only identified in a timely way but also managed and monitored accordingly.

Once our strategic direction has been established, taking into account the findings from such periodic risk assessments as well as our annual RAS review process, the execution of the strategy is monitored by the ERC. In the event of sudden and/or severe changes in either the internal and/or external environment, the strategic direction is reviewed and, if needed, modified.     

Our mission is to make money work for positive change in society. We are in business to help create a society that promotes the quality of life of all its members on a thriving planet, with human dignity at its core. Although we continually make conscious choices about how to best position ourselves in an ever-changing environment, the pace and variety of change are challenging and come with a level of uncertainty and associated risk. To manage this risk, we focus on the timely identification of any internal and external developments that may adversely impact the mission and continuity of our organisation. The Enterprise Risk Committee (ERC) is responsible for overseeing the risk, including strategic risk, identification and management process and establishing a risk appetite that allows us to effectively realise our purpose and the derived Group strategy and business objectives. In addition, the ERC maintains an overview of our integral risk profile to promote management’s awareness of how strategic dilemmas and choices may impact our risk profile.

Reputational risk

Reputational risk arises from the negative perception of customers, counterparties, investors, co-workers, regulators or other stakeholders that can harm our ability to maintain existing business relationships, establish new ones or continue to access sources of funding.

We aim to manage our reputation and the associated risk by acting in line with our mission and purpose. As a mission-driven bank, our reputation is very valuable and vital to our ability to perform our activities and realise our mission. Reputational risk matters are managed in a Group-wide consistent way and are aligned with and support our strategic goals.

In 2025, litigation risk has been a prominent factor driving reputational risk. However, litigation risk has been significantly reduced over the course of 2025. Favourable Spanish Supreme Court rulings in May 2025 reduced cases brought by DR Holders, especially in Spain. Also, over 82% of DR Holders registered for settlement. The Identity and Reputational Risk Committee plays a pivotal role in guarding our identity by ensuring that overarching questions, dilemmas and challenges that may affect or compromise our identity are consistently addressed and managed Group wide.

Model risk

Model risk refers to the potential for negative consequences arising out of the decisions made based on incorrect or misused model outputs and reports. This can result in financial loss, incorrect decision-making and damage to our reputation.

We want to mitigate adverse consequences arising from decision-making based on incorrect or misused model outputs and reports. The Model and Assumptions Review Committee monitors and approves the review of models and underlying assumptions used within Triodos Bank Group in order to make sure the models are in line with the model risk management framework. It also ensures that related model risks are in line with the defined normative framework. The applicable risk committee is always involved and consulted in advance regarding the fundamental methodology of a model and its underlying assumptions, as well as material changes made to it.

Environmental, social and governance risk factors

Environmental, social and governance (ESG) risk factors are diverse, thereby affecting risk policies and frameworks across the Group.

Environmental risk refers to the risk of any negative impact on the bank stemming from the current or prospective impact of environmental factors on our counterparties or invested assets, including factors related to the transition towards the objectives set out in Article 9 of Regulation (EU) 2020/852 of the European Parliament and of the Council (Taxonomy regulation). These are: climate change mitigation, climate change adaptation, the sustainable use and protection of water and marine resources, the transition to a circular economy, pollution, prevention and control, and the protection and restoration of biodiversity and ecosystems. Environmental risk includes the two main risk drivers: physical risk (the risk of any negative financial impact on the bank from the current or prospective impact of the physical effects of environmental factors on acute and chronic risks) and transition risk (the negative financial impact from the current or prospective impact of the transition to an environmentally sustainable economy). Social risk refers to the risk of any negative financial impact on the bank stemming from the current or prospective social factors on our counterparties or invested assets. Governance risk refers to the risk of any negative financial impact on the bank stemming from the current or prospective impact of governance factors on our counterparties or invested assets.

The management of ESG risk factors takes place within each relevant risk type: credit risk, operational risk (including legal risk), market risk, liquidity risk, strategic risk and reputational risk.

An ESG risk management framework is in place, ensuring the effective management of ESG risk factors to support the realisation of our purpose and strategy in line with the relevant ESG-related regulation. The framework serves as the main governing document for embedding ESG risk factors within all three lines of defence according to regulatory requirements. It describes the assigned responsibilities for managing and reporting ESG risk factors within the organisation in accordance with the three lines of defence model. The ESG Risk Committee (ESGRC) – a subcommittee of the Enterprise Risk Committee – started its activities after finalisation of the ESG programme (a bank-wide project) in April 2025. The ESGRC ensures ESG risk factors are integrated and considered across the Group, thereby safeguarding effective oversight of ESG risk factors.

Operational risk

Operational risk means the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events, including, but not limited to legal risk, reporting risk or information and communication technology (ICT) risk, but excluding strategic and reputational risk. Operational risk is inherent to all our products, activities, processes and systems.

Within Triodos Bank, operational risk involves identifying, analysing, managing and monitoring the risks within the following risk subtypes; legal risk, statutory reporting and tax risk, physical security and safety risk, process risk, people risk, systems related risk and third-party risk. Only the subtypes with the most important risk developments in 2025 will be discussed below.

Compliance risk

We define compliance risk as the risk of fines, penalties, regulatory sanctions, enforcement actions, restrictions on business activities, litigation or remediation costs and/or the damage to reputation that we may suffer because of a failure to comply with laws, regulatory standards, related internal policies and codes of conduct applicable to our banking and investment activities.

To monitor the level of compliance with relevant laws and regulations, key risk indicators have been developed. These target our risks related to the primary compliance risks related to the areas of financial crime, conduct and data protection.

Regulatory change management has been strengthened through ongoing initiatives that are improving process maturity. Still, the In Control Statement outcomes point to further opportunities to clarify roles, accelerate implementation and expand monitoring to ensure regulatory changes are tracked and fully incorporated into daily operations.

Financial crime risk

Financial crime refers to illegal activities that involve the unlawful acquisition or management of money, assets or financial resources. These crimes are committed to the detriment of the bank and/or its customers, whether they are natural persons or legal entities, governments or other financial institutions, for personal or corporate gain. Financial crime can take many forms and includes but is not limited to:

• Fraud: Deceptive practices intended to secure an unlawful financial gain, such as credit card fraud and investment fraud.

• Money laundering: The process of concealing the origins of illegally obtained money, typically by means of transfers or financial transactions designed to make the money appear legitimate.

• Sanction violation: The risk of violating sanctions imposed by governments or international organisations.

• Bribery and corruption: Offering, giving, receiving or soliciting something of value to influence the actions of an individual or institution, often involving public officials.

• Embezzlement: The theft or misappropriation of funds placed in our trust or care, often by co-workers or public officials.

• Tax evasion: The illegal act of deliberately avoiding paying taxes owed to the government.

• Forgery: The act of falsely creating or altering documents, such as cheques, contracts or identity documents, to deceive others and gain financial benefits.

The purpose of the compliance function is to assist Triodos Bank Group in managing its overall compliance and financial crime risks.

We continue to strengthen our compliance with financial crime regulations across all jurisdictions in which we operate, and we expect to initiate further improvement initiatives, including the increased use of technology and data analytics, to enhance the effectiveness of the current organisation. We identified areas of improvement in financial crime prevention activities, with further challenges arising from the operating framework including key control testing, data quality and process complexity. Efforts are continuing to implement such improvements as well as the implementation of new regulation.

To address these areas for improvement and to further strengthen KYC and broader financial crime controls, we have initiated a multi‑phased programme. This programme aims to establish a controlled and compliant foundation, while also creating the basis for subsequent improvement phases through improved coordination and acceleration of existing initiatives, taking into account upcoming regulatory requirements.

Conduct risk

Conduct risk is the risk that the behaviour of the bank or any of our co-workers will result in unfavourable customer outcomes. This may be the result of faulty product design, errors in the adherence to defined target markets, issues related to the distribution and sales of products or market abuse, such as insider trading.

Compliance independently monitors and challenges the extent to which we comply with conduct related laws, regulations and internal policies. Within this, there is an emphasis on treating customers fairly, preventing and managing conflicts of interest, ensuring that products and services meet customer needs, achieving desirable customer outcomes, and maintaining ethical and sound business practices.

We have defined key risk indicators to assess whether we operate in a compliant manner. During 2025, there were no significant changes to the way we managed conduct risk.

Data protection risk

Data protection risk encompasses a range of threats to personal data, including potential data breaches, non‑compliance with regulatory requirements that may result in fines or penalties, and reputational damage affecting relationships with customers, stakeholders and supervisory authorities.

These risks include harm to natural persons arising from the compromise of their personal data, such as identity theft, discrimination or loss of privacy. As an organisation, we have a legal and ethical obligation to protect personal data and to mitigate such risks. Failure to do so may result in reputational damage and adverse financial consequences. Any personal data breach may trigger regulatory scrutiny, sanctions, fines, compensation claims and, in the most severe cases, collective legal actions, all of which could significantly affect the bank’s reputation and financial performance. We manage our data protection risks through regular data protection impact assessments, which are used to identify and mitigate risks associated with business activities and processes. These assessments support the consistent application of data protection by design and by default in our daily operations. In addition, formal procedures and working instructions are in place for identifying, recording and managing data protection risks. This includes maintaining a register of processing activities and monitoring compliance with established policies and procedures.

To safeguard personal data and protect it against breaches, close cooperation and coordination with information security functions is ensured, including the implementation of appropriate technical and organisational measures. In the event of a personal data breach, procedures are in place to ensure timely notification to affected individuals and the relevant supervisory authorities.

During 2025, the data protection framework and related policies were revised to enhance role clarity and strengthen the segregation of duties within the data protection function. Further improvements in role definition and the assignment of responsibilities within operational departments remain necessary. In parallel, documentation of processes and controls is being enhanced to address recent audit and compliance findings.

Risk awareness is further promoted among co‑workers through mandatory participation in security and behavioural programmes, including regular information security and data protection e‑learning and testing. Customers are also informed about secure banking practices and fraud prevention through our websites, including alerts with practical guidance and tips.

For further information, please refer to the Consolidated sustainability statements on pages .

The effective management of operational and compliance risk

In 2025, we conducted a structured maturity assessment of our operational and compliance risk management framework, using the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control–Integrated Framework (2013) as a reference point. The six COSO criteria are used to assess the maturity of our risk management and control framework. Our maturity assessment (first element) identified that components of the framework, such as governance, risk identification and assessment, monitoring and reporting are in place at a sufficient level of maturity.

The effectiveness of the risk management and control framework was then assessed through the internal In Control Statement process (second element). The outcome including the areas for improvement were presented to higher management. This process is based on the ability to demonstrate robust control over operations by assessing in control activities across the bank, such as key risk indicators, key control activities, internal regulatory change management, timely remediation of internal and external audit findings, risk identification activities and contract management. The outcome of this assessment identified clear areas of improvement. Please refer to the Operational risk and Compliance risk sections.

The final elements used to assess the risk management and control framework's effectiveness lies in the existence and effectiveness of remediation programmes (third element) and any external audit and supervisory findings (fourth element). Although remediation programmes and activities have been established to address these areas for improvement, progress has in some instances not been achieved in the anticipated time. Therefore, some areas for improvement have been persistent. Enhanced remediation activities have been set up to accelerate the required progress. The external and supervisory findings identified similar areas for improvement as those identified in the internal In Control Statement process. This therefore underlines the importance of remediating those areas for improvement effectively and adequately to improve the effectiveness of our Operational risk and Compliance framework when taking all four elements into account. Given these ongoing areas for improvement, our risk and compliance management frameworks currently provide for some certainty regarding the effectiveness of our internal control environment.

This assessment is the basis for part of the Risk Management Statement under principle 1.4.3 (iv) of the Code.

Executive Board role and responsibilities

The Executive Board serves as the statutory management board of Triodos Bank, as defined in Section 2:129 of the Dutch Civil Code. It is responsible for the overall management and continuity of the bank as a group, the sustainable long-term value creation, the general policy and strategic direction of the bank. In carrying out its duties, the Executive Board acts in the best interests of Triodos Bank and our business, while also considering the interests of our customers and other stakeholders. The Executive Board is accountable to the Supervisory Board, which is also responsible for the appointment and reappointment of its members.

Executive Board composition and diversity

The Executive Board consists of six members: the Chair of the Executive Board and Chief Executive Officer, the Chief Financial Officer, the Chief Risk Officer, the Chief Commercial Officer, the Chief Transformation Officer and the Chief Information Officer.

At the general meeting on 23 May 2025, DR Holders were informed of the appointment of Marcel Zuidam as Chief Executive Officer after Jeroen Rijpkema stepped down as Chief Executive Officer due to the end of his term. At the extraordinary General Meeting on 26 September 2025, DR Holders were informed of the re-appointment of Jacco Minnaar as Chief Commercial Officer and the intended appointment of Suzanne Schilder as Chief Transformation Officer and Barbara van Duijn as Chief Information Officer following Nico Kronemeijer stepping down as Chief Operational Officer at the end of his term.

The composition of the Executive Board is designed to ensure an appropriate level of diversity that reflects the needs of Triodos Bank. This includes diversity in expertise, experience, competencies, personal qualities, gender identity, age, nationality, cultural or other backgrounds. Such diversity enables the Executive Board to perform its duties effectively, in line with the diversity policy established by the Supervisory Board regarding its composition. The size of the Executive Board is aligned with these requirements.

Executive Board induction and learning programme

Upon their appointment, new members of the Executive Board participate in an induction programme designed to equip them with the relevant knowledge of Triodos Bank necessary to fulfil their responsibilities effectively. This programme covers a comprehensive understanding of our mission, business activities and financial reporting, as well as financial, environmental, social, governance, risk, compliance and legal matters related to Triodos Bank. Given the varied backgrounds, knowledge and experience of newly appointed Executive Board members, we tailor the induction programme to meet the specific needs of each individual.

Members of the Executive Board maintain and where necessary further develop their competences and expertise expected for their role.

In 2025, particular attention was given to the impact of the listing on Euronext (e.g. business transformation programmes, cultural change programme, compliance and Market Abuse Regulation); new regulations applicable to Triodos Bank, sustainable banking and impact investing in the context of digital banking and ESG risks; and compliance in the areas of KYC, conduct and privacy.

Governance structure

Triodos Bank is a Dutch public limited liability company (naamloze vennootschap, N.V.) with a registered office in Zeist, the Netherlands. Triodos Bank heads a company group which comprises the wholly-owned subsidiaries Triodos Investment Management B.V. and Triodos Bank UK Ltd. We operate in the Netherlands, Belgium, Spain and Germany by means of local branch offices. In the United Kingdom, we operate through our subsidiary Triodos Bank UK Ltd.

We are subject to the large company regime of Article 153, Title 4 of Book 2 of the Dutch Civil Code. Under this regime, a number of powers traditionally vested in the general meeting of shareholders (the General Meeting) are transferred to the Supervisory Board. We have a two-tier board structure consisting of the Executive Board and the Supervisory Board. More information on the composition, appointment, responsibilities and functioning of the Executive Board and Supervisory Board is provided in the Executive Board section and the Supervisory Board Report of this Leadership and governance chapter.

To ensure the protection of our mission and identity, all shares in the capital of Triodos Bank are held for administration purposes by Stichting Administratiekantoor Aandelen Triodos Bank (Foundation for the Administration of Triodos Bank Shares, SAAT). SAAT is the legal owner of the shares and has issued Depository Receipts (DRs), which represent these shares. In all of its activities, SAAT is guided by the threefold perspective: the interests of the DR Holders, the interests of Triodos Bank and Triodos Bank’s mission. Pursuant to the voting policy and terms of administration of SAAT, DR Holders are granted a proxy to exercise the voting right on shares connected to their DRs. SAAT only exercises the voting right on shares for which DR Holders have actively requested SAAT to vote on their behalf. DR Holders may also issue a voting instruction to SAAT. DR Holders also have a right of substitution, meaning that they may mandate a third party to exercise the voting right on their behalf. In exceptional circumstances, SAAT may refuse to grant a proxy to DR Holders, or SAAT may revoke a proxy. More information on DRs is provided in the Our investors section of the Triodos Bank in 2025 chapter.

On 18 June 2025, we listed our DRs on Euronext Amsterdam. No new shares or DRs were offered in connection with the listing. The listing marked the end of trading of DRs on the multilateral trading platform operated by Captin B.V. Our mission, values and ambition to be a frontrunner in sustainable banking remain unchanged.

The Euronext listing was preceded by a period of careful preparations. This included the implementation of several key changes to our governance policies and documentation which became effective in 2025. Amendments were made to our Articles of Association, the Executive Board Charter and the Supervisory Board Charter. These amendments were primarily required to ensure compliance with mandatory regulatory requirements for publicly listed companies.

In connection with the Euronext listing, changes were also made to SAAT's articles of association, terms of administration and voting policy. These changes reflect the modernisation of SAAT's governance, as well as technical changes to facilitate the public trading of DRs. The changes include the introduction of a co-optation model for the appointment of SAAT Management Board members, removal of the cap of 1,000 votes for DR Holders to vote in the DR Holder meeting and the introduction of the right of substitution. More information on the governance of SAAT is available on the SAAT website.

Corporate Governance Code

The Dutch Corporate Governance Code sets out norms for good governance and applies to publicly listed companies that are incorporated in the Netherlands. The Corporate Governance Code applies on a comply-or-explain basis, meaning that a company may deviate from the best practices set out by the Corporate Governance Code if it provides sufficient motivation. The Code has applied since 2003 and has since been amended on multiple occasions.

In 2025, changes to the Corporate Governance Code came into effect which provide best practices for the Risk management statement (Verklaring Omtrent Risicobeheersing (VOR)). These best practices stipulate, in summary, that the Executive Board provides a statement on the effectiveness of the internal risk management and control systems. We apply these best practices, and the statement has been incorporated in the Risk management statement.

Although we generally comply with the principles and best practices of the Corporate Governance Code, we opted to deviate from best practices in certain provisions of the Code. The first deviation relates to the right of DR Holders to request a proxy for exercising voting rights on the underlying shares (Best Practice 4.5.8). Pursuant to the voting policy of SAAT, DR Holders have the right to exercise the voting right for themselves. However, in a limited number of cases and when this is in the interest of the continuity of Triodos Bank, SAAT may decide to limit, exclude or revoke the voting right of DR Holders. This is in line with the legal requirements for voting by holders of certificates of shares as laid down by Article 2:118a of the Dutch Civil Code.

Secondly, we deviate from the best practice to submit proposals to the General Meeting for material amendment to the Articles of Association as separate agenda items (Best Practice 4.1.3). For practical reasons, the possibility is retained, at the discretion of the Executive Board and the Supervisory Board, to submit a proposal for multiple amendments to the Articles of Association as one single agenda item when there is a strong degree of interrelatedness between the proposed amendments.

Finally, the Corporate Governance Code contains a number of best practices which are not applicable to Triodos Bank. These include best practices relating to share plans and option schemes for executive remuneration, which are not relevant as these types of remuneration are not awarded in line with our remuneration policy. 

A further explanation of our application of the Corporate Governance Code, and where relevant, the deviations thereof, is set out by the comply-or-explain matrix which is available at www.triodos.com/governance.

Banking Code, bankers’ oath and rules of conduct

The Banking Code applies to banks with a registered office in the Netherlands and sets out principles Dutch banks should observe. The primary focus of the Banking Code is on governance and culture, and the Banking Code puts the interests of the customer at the centre. This fully aligns with our vision and business principles.

The Banking Code was first introduced in 2009 by the Dutch Banking Association (Nederlandse Vereniging van Banken, NVB), as a part of the Future-oriented Banking package. This package also included a Social Charter and rules of conduct for bank co-workers. In connection with the rules of conduct, bank co-workers are required to take the bankers’ oath.

We comply with the Banking Code and continuously monitor our compliance. The sections of the Banking Code relating to variable remuneration are not relevant for Triodos Bank. Triodos Bank does not offer variable remuneration based on predetermined financial targets or achievements as this may enhance a culture of taking inappropriate risks. A full overview of our application of the Banking Code, and where relevant, the deviations thereof, is set out by the comply-or-explain matrix which is available at www.triodos.com/governance.

Executive Board members, Supervisory Board members and all co-workers in the Netherlands are required to take the bankers’ oath. As a result of taking the oath, they become subject to the rules of conduct which set ethical and professional norms for the banking sector. The bankers’ oath and the rules of conduct conform with our existing practice and align with our business principles.

Corporate governance statement

Further to Article 2a of the Decree on the Executive Board Report (Besluit inhoud bestuursverslag) and Article 2 of the Decree on disclosure of non-financial information (Besluit bekendmaking niet-financiële informatie), we are required to provide a statement elaborating on certain matters relating to corporate governance and non-financial information. The elaboration on these matters is set out by the Annual Report 2025, and additional information is available at www.triodos.com/governance.

The sections of the Annual Report 2025 and the Triodos Bank website which provide the elaboration required by the Decree on the Executive Board Report and the Decree on disclosure of non-financial information are set out below. This information is deemed inserted and repeated in this corporate governance statement.

• Information concerning compliance with the Dutch Corporate Governance Code and an explanation of intentional deviations is included in the Corporate governance section of the Leadership and governance chapter of the Annual Report 2025. Please find the complete comply-or-explain statement regarding adherence to the Dutch Corporate Governance Code at www.triodos.com/governance.

• Information on the main features of internal control and risk management systems in relation to our financial reporting process is included in the Risk management chapter of the Annual Report 2025.

• Information on the operation of the General Meeting of shareholders, including rights of shareholders and Depository Receipt Holders is included in the Corporate governance section of the Leadership and governance chapter of the Annual Report 2025.

• Information on the composition and operation of the Executive Board, Supervisory Board and Supervisory Board committees is included in the Annual Report 2025, in the Executive Board section and Supervisory Board Report in this Governance and leadership chapter.

• Information on our business model is included in the About Triodos Bank section of the Triodos Bank in 2025 chapter of the Annual Report 2025.

• Information on our policies and implemented due diligence processes and their outcomes pertaining to environmental, social and employee matters, respect for human rights, anti-corruption and bribery matters is included in the Annual Report 2025, in the Consolidated sustainability statements chapter, the Our impact chapter, the Our co-workers section of the Triodos Bank in 2025 chapter and the Risk managementchapter.

• Information on non-financial risks, and management of these risks, is included in the non-financial risk section of the Risk management chapter of the Annual Report 2025.

• Information on non-financial key performance indicators, impact, environment and people, is included in the Annual Report 2025, in the Triodos Bank in 2025, the Our Impact chapter and the Consolidated sustainability statements chapter.

• Information on the policy for equity, diversity and inclusion is provided in the Annual Report 2025, in the Consolidated sustainability statements chapter.

The following disclosures are made in accordance with the Decree on Article 10 of the Takeover Directive (Besluit Artikel 10 overnamerichtlijn). Where appropriate, reference is made to other sections of this Annual Report for further information.

• The authorised capital of Triodos Bank capital consists of ordinary shares. There are no special share classes and there are no special control rights attached to the shares. All shares have been issued to SAAT for administration. For these shares, SAAT has issued corresponding DRs. The position of SAAT and the DRs are governed by SAAT's articles of association, terms of administration and voting policy. For more information on the composition of the share capital, please refer to the Consolidated financial statements of the Annual Report 2025. For more information on the rights and obligations attached to shares and DRs, please refer to the Governance structure section of this Annual Report 2025.

• Triodos Bank shares and DRs are freely transferable. However, substantial holdings of shares or DRs are subject to regulatory notification requirements and may require prior approval by our supervisory authorities pursuant to the Dutch Financial Supervision Act (Wet op het financieel toezicht) .

• Information on investors with a holding of Triodos Bank shares or DRs that qualifies as substantial under sections 5:34, 5:35 and 5:43 of the Financial Supervision Act is provided in the Our investors section of the Annual Report 2025.

• We do not have an employee share plan in place.

• More information on the voting right attached to Triodos Bank shares and DRs is provided in the Governance structure of the Annual Report 2025.

• We are not party to and are not aware of any agreements with or amongst shareholders or DR Holders that may result in restrictions on the transfer of shares, DRs or voting rights.

• More information on the appointment and dismissal of members of the Supervisory Board and Executive Board is provided in the Supervisory Board Report and Executive Board section of the Annual Report 2025.

• The process for amendment of the Articles of Association is set out in our Articles of Association. The General Meeting is authorised to decide on the amendment of the Articles of Association, at the proposal of the Executive Board and with prior approval of the Supervisory Board. The decision must be taken by a three-quarters majority of all votes cast at the General Meeting. At least three-quarters of the issued capital must be represented in the General Meeting that decides on the amendment. If the quorum requirement is not met, a second meeting must be organised where the quorum requirement does not apply.

About the Supervisory Board

The Supervisory Board currently consists of five members, including the Chair. The Supervisory Board has two permanent committees, the Audit and Risk Committee and the Nomination and Remuneration Committee, whose members are appointed by the Supervisory Board from its own members. The Supervisory Board is advised by these committees. The full Supervisory Board is responsible for its decisions even if they were prepared by one of the committees.

The Supervisory Board is composed to reflect a level of diversity appropriate to the nature of the bank’s business, including expertise, experience, competencies, personal qualities, gender identity, age, nationality and cultural or other backgrounds. In accordance with governance requirements, one-third of the Supervisory Board’s members are nominated by the Supervisory Board based on recommendations from the Dutch Works Council. Currently, these positions are held by Kristina Flügel and Simone Huis in ‘t Veld.

Members of the Supervisory Board are appointed and reappointed by the Triodos Bank General Meeting, based on nominations put forward by the Supervisory Board. These members are appointed for a term of four years and can be reappointed for a second term. Thereafter, a Supervisory Board member may then be reappointed again for a period of two years, which appointment may be extended by a maximum of two years.

All Supervisory Board members qualify as independent within the meaning of the Supervisory Board Charter and the Dutch Corporate Governance Code, and currently 60% of the Supervisory Board members are female.

Mike Nawas is Chair of the Supervisory Board, Willem Horstmann is Chair of the Audit and Risk Committee and Kristina Flügel is Chair of the Nomination and Remuneration Committee.

At the Annual General Meeting (AGM) on 23 May 2025, Daniëlle Melis stepped down from the Supervisory Board following the end of her first term as Supervisory Board member, Simone Huis in ‘t Veld was appointed and Susanne Hannestad was re-appointed as Supervisory Board member.

Mike Nawas

Chair

Current principal position(s): Chair of Triodos Bank Supervisory Board; Co-founder and Partner of Bishopsfield Capital Partners Ltd.

Ancillary positions: Member of Achmea Pension & Life Insurance N.V., Lifetri Uitvaartverzekeringen N.V. and Lifetri Verzekeringen N.V. Supervisory Boards; Senior Lecturer Financial Markets at Nyenrode Business University; Chair of Stichting Akademeia for liberal arts and philosophy.

Most relevant former position(s): Global Head of Structured Finance and Fixed Income Capital Markets at ABN AMRO Bank; Global Head of Corporate and Structured Debt Capital Markets at The Royal Bank of Scotland (now NatWest Group); member of the Board of Stichting Administratiekantoor Aandelen Triodos Bank (SAAT).

Mike is Dutch and American, male and was born in 1964. He does not own any Triodos Bank DRs.

Susanne Hannestad

Member

Current principal position(s): Member of Triodos Bank Supervisory Board; Chief Executive Officer of Fintech Mundi AS.

Ancillary positions: Non-Executive Board Director at ClearBank Group Ltd; Non-Executive Board Director at Monty Mobile Ltd; Non-Executive Board Director at Crunchfish AB; Non-Executive Board Director at Zimpler AB.

Most relevant former position(s): Board Director at Nordax Group AB; Executive Chair at Zwipe AS; Advisory Board member at Mastercard Europe; Executive Director at Nordea Bank.

Susanne is Norwegian, female and was born in 1961. She does not own any Triodos Bank DRs.

Kristina Flügel

Member

Current principal position(s): Member of Triodos Bank Supervisory Board.

Ancillary positions: Senior Executive Coach (Member of the Kets de Vries Institute Coaching Community.

Most relevant former position(s): Global Head Human Resources at DWS (part of the Deutsche Bank Group); Global Head Human Resources Transaction Banking; Regional Head HR Private and Business Clients Germany; Global Head HR Products Private and Commercial Bank at Deutsche Bank.

Kristina is German, female and was born in 1969. She does not own any Triodos Bank DRs.

Willem Horstmann

Member

Current principal position(s): Member of Triodos Bank Supervisory Board.

Ancillary positions: none.

Most relevant former position(s): Chief Financial Officer ad interim of Knab Bank; Member of Aegon Bank Supervisory Board; Member of the Executive Boards of Aegon Nederland, Aegon Levensverzekeringen, Aegon Schade Verzekeringen, Aegon Mortgages, and Aegon Investment Management; Member of the Executive Boards of Vivat Verzekeringen and Zwitserleven (SRLEV); Interim CFRO at CCV Group.

Willem is Dutch, male and was born in 1967. He does not own any Triodos Bank DRs.

Simone Huis in 't Veld

Member

Current principal position(s): Member of Triodos Bank Supervisory Board.

Ancillary positions: Chair of NTR Supervisory Board; member of Eurostar Group Supervisory Board.

Most relevant former position(s): Chief Operating Officer and board member of Deutsche Bank NL; Chief Executive Officer of Euronext Amsterdam; board member of Euronext N.V.; member of Euronext Securities Copenhagen Supervisory Board; member of MTS Supervisory Board.

Simone is Dutch, female and was born in 1970. She does not own any Triodos Bank DRs.

The matrix provides the extent to which individual members of the Supervisory Board possesses specific competencies relevant to their supervisory roles. The assessment upon which the competencies were identified is based on the requirements set out in the collective profile of the Supervisory Board, which is regularly reviewed, updated and published at www.triodos.com/governance.

In addition, all Supervisory Board members share affinity with the mission and values of Triodos Bank, which is a prerequisite for appointment to the Supervisory Board.