FOR PROFESSIONAL INVESTORSGOVERNANCE
AND VOTINGPOLICY2024

Governance and Voting Policy – 2024 - 2

INTRODUCTION ....................................................................................................................................................... 3
PART I: VOTING PRINCIPLES ..................................................................................................................................... 4
PART II: VOTING APPROACH ..................................................................................................................................... 51.

CLIENT APPROACH ................................................................................................................................. 5

2.

THE STEWARDSHIP COMMITTEE .............................................................................................................. 53.

VOTING SCOPE ...................................................................................................................................... 54.

PROXY VOTING PROCESS ....................................................................................................................... 65.

ENVIRONMENTAL AND SOCIAL CONSIDERATIONS ...................................................................................... 7

6.

CONFLICTS OF INTEREST ........................................................................................................................ 7

7.

TRANSPARENCY & REPORTING ................................................................................................................ 8

PART III: VOTING GUIDELINES ................................................................................................................................... 9
1.

REPORTS AND ACCOUNTS .................................................................................................................... 10

2.

FINANCIAL OPERATIONS ....................................................................................................................... 12

3.

BOARD ELECTIONS ............................................................................................................................... 14

4.

COMPENSATION PRACTICES ................................................................................................................. 155.

ENVIRONMENTAL AND SOCIAL PROPOSALS AND CONSIDERATIONS ........................................................... 18

6.

SHAREHOLDER PROPOSALS.................................................................................................................. 21

7.

OTHER VOTING ISSUES ......................................................................................................................... 23

Disclaimer .......................................................................................................................................................... 24

Governance and Voting Policy – 2024 - 3

INTRODUCTION
The present policy applies to BNP Paribas Asset Management Holding (BNPP AM Holding), as parent entity of BNP Paribas Asset Management
France (BNPP AM France), the asset management business of BNP Paribas Group and, as such, as ultimate owner of the Corporate Governance andSustainable Investment policies of BNP Paribas Asset Management (BNPP AM).
At BNPP AM, we believe that promoting good corporate governance standards is an essential part of our ownership responsibilities. Corporate
governance refers to the system by which a corporation is directed and controlled. It relates to the functioning of the managing board, supervision andcontrol mechanisms, their inter-relationships and their relations with stakeholders. Good corporate governance creates the framework that ensuresthat a corporation is managed in the long-term interest of its stakeholders. Therefore, BNPP AM expects all corporations in which we invest to comply
with high corporate governance standards.
Voting at AGMs is a key component of the ongoing dialogue with companies in which we invest on behalf of our clients and forms an integral part of
BNPP AM’s investment process. This voting policy applies to BNPP AM and to all funds which have delegated proxy voting authority to BNPP AM,
including the voting rights associated with shares held in Undertakings for the Collective Investment of Transferable Securities (UCITS), alternative
investment funds (AIF), foreign investment funds and investment mandates. We are committed to ensure that these policies are consistently exercised
across portfolios and markets. However, we take into account specific circumstances relating to individual companies such as geographic andregulatory differences, as well as size. We also accommodate certain custom voting policies, provided for specific client mandates. External investment
managers to which we delegate portfolio management are required to have a proxy voting policy and should exercise voting rights in line with market
practices, and to report regularly on results achieved.
Our policies and guidelines are reviewed annually in order to reflect the evolution of corporate governance codes and market practices, and areapproved by our Stewardship Committee and then by BNPP AM’s Board of Directors.
The first section of this document outlines our key governance and proxy voting principles. The second section describes our proxy voting process.
The final section is a set of guidelines on key voting issues relating to approval of accounts and management reports, financial operations, appointment
and remuneration of directors and executives, and other types of resolutions.

Governance and Voting Policy – 2024 - 4

PART I: VOTING PRINCIPLES
The following principles describe BNPP AM’s expectations of the public companies in which we invest. We believe that corporate performance on
Environmental, Social and Governance (ESG) issues impact the value of our clients’ investments, in addition to driving systemic risks andopportunities. We are therefore committed to incorporating ESG standards into our investment processes and voting criteria, in the long-term interestsof our clients. These principles act as a guiding framework by which BNPP AM executes its ownership responsibilities.
1. FOCUS ON LONG-TERM SUSTAINABLE VALUE CREATIONThe Board of Directors plays a critical oversight role to ensure that companies deliver long-term sustainable value, meaning value that can be sustained
over the long term, in balance with the interests of society and the environment. Corporate governance practices ensure the board’s attention remains
focused on this goal, with a clear strategy that takes into account all key stakeholders. Boards should maintain an open dialogue with investors andbe prepared to discuss their long-term plans for sustainable value creation.
2. PROTECT SHAREHOLDER RIGHTS
Shareholders play a key role in the system of corporate accountability and value creation. Our rights as shareholders allow us to take action to defend
the interests of our clients, when companies fall short of our expectations. It is therefore critical that shareholder rights be preserved and, where
necessary, strengthened:• Companies should ensure that the rights of all investors are protected and should treat investors equitably, notably by respecting the principleof one share - one vote - one dividend• All shareholders should be given the opportunity to vote on all decisions concerning fundamental corporate changes• Capital increases should be carefully controlled to minimise dilution of existing shareholders• Anti-takeover devices should not be used
• Shareholders should have opportunities to address material concerns, including through direct access to proxy votes to nominate directors andthrough the submission of shareholder proposals.
3. ENSURE INDEPENDENT, EFFECTIVE AND ACCOUNTABLE BOARD STRUCTURE
There should be a sufficient counter-balancing structure of the Board and its committees with a strong presence of qualified, engaged and independent
directors to allow for objective and effective oversight of management, with independent leadership. Formal evaluation of the Board, executive sessions
and succession plans should be in place. Directors should be elected annually, by a majority vote of shareholders. Board composition should include
the expertise necessary to understand and address emerging risks facing the company and its key stakeholders.
4. ALIGN INCENTIVE STRUCTURES WITH LONG-TERM INTERESTS OF STAKEHOLDERS
Executive compensation plans should be aligned with the long-term performance of the company, and should discourage irresponsible risk-taking,strengthen employee loyalty, take into consideration their impact on inequality and aim to foster inclusive growth. They should include non-financial
targets, including those relating to the key sustainability risks and opportunities presented by the company’s business model. Compensation
programmes should not restrict the company’s ability to attract aùnd retain talented executives, and should respect best market practices. They should
be disclosed to shareholders clearly and thoroughly, and be subject to shareholder approval.
5. ENSURE RESPECT FOR SOCIETY AND THE ENVIRONMENT
Long-term sustainable returns depend upon proactive and effective management of ESG risks and opportunities to ensure that growth is not at theexpense of social and environmental health and stability. As a sustainable investor, we expect companies to understand the risks they face and create,
as well as the opportunities that better ESG performance might bring to their businesses, and to act responsibly towards all stakeholders. All companies
should strive to meet high corporate governance, environmental and social standards to protect stakeholders’ long-term interests.
6. DISCLOSE ACCURATE, ADEQUATE AND TIMELY INFORMATION
Companies should ensure that timely and accurate disclosure is made on financial and operating results, ownership issues, lobbying activities andperformance on key ESG issues, including full disclosure of greenhouse gas emissions and commitments to combating climate change. Corporate
reporting should aim to provide investors with an accurate and holistic view of foreseeable risks to the company, as well as the company’s contribution
to the health and stability of key social and environmental systems. Annual audits of the financial statements carried out on behalf of shareholders byindependent external auditors should be required for all companies.

Governance and Voting Policy – 2024 - 5

PART II: VOTING APPROACH
1. CLIENT APPROACH
We advise our clients to delegate proxy voting authority to BNPP AM to safeguard their shareholder interests. BNPP AM shall vote in proxy of its
clients solely in the interest of its clients and the ultimate beneficiaries of the funds for which they are responsible. We shall not subordinate theinterests of our clients to unrelated objectives.
For clients that have delegated proxy voting authority to us, we will make every reasonable effort to ensure that proxies are received and voted inaccordance with these proxy voting guidelines. All BNPP AM clients are informed that this policy and proxy voting procedures are in place.
Although we seek to apply these policies consistently, we will always take into account company-specific circumstances. For that reason, these policies
are presented in the form of general principles, which are designed to identify the kinds of practices we would like to see, and those that present
concerns.
In executing its proxy voting responsibilities, BNPP AM seeks to develop a generally constructive and positive approach with the Boards of companies
it invests in, clearly setting out its expectations as a diligent steward of assets. But BNPP AM will not hesitate to abstain or oppose management
proposals that run counter to these policies, nor to support shareholder proposals consistent with our policies, which are designed to advance thelong-term interests of our clients.
We use the services of proxy voting providers ISS, which provides voting research and a voting platform for all companies, Glass Lewis for voting
research, and Proxinvest, which provides research on French companies.
These proxy voting providers are used to help us implement our policies. We do not delegate decision-making authority to them, as BNPP AM willtake each voting decision at every shareholder’s meeting internally with no outsourcing of the final decision in order to serve its clients’ best interests.
Arrangements with proxy voting providers are reviewed annually.
2. THE STEWARDSHIP COMMITTEEBNPP AM has appointed a Stewardship Committee that is empowered to establish voting guidelines and is responsible for ensuring that thoseguidelines and procedures are followed. This committee comprises members of the Management and Compliance teams. As proxy voting is considered
an integral part of the investment process, the ultimate responsibility for proxy voting lies with the Chief Executive Officer (CEO) of BNPP AM.
3. VOTING SCOPE
Voting rights are exercised on equities for mutual funds, UCITS, AIF, foreign investment funds, mandates and for Employee Investment Funds forwhich voting rights are delegated to BNPP AM.
We do not vote on 100% of our holdings as it would imply:• A significant increase of the costs of proxy voting for clients;1 and• A need to outsource a greater value-added part of the voting activity, which would reduce the qualitative and committed aspects of our voting
process.

Our voting scope is made up of companies for which aggregated positions meet one of the three following conditions:2• Represents 90% of our aggregated stock positions• Represents 0.1% or more of the company’s market capitalisation• Ad hoc demand or local market regulations

These factors ensure that we concentrate our efforts on positions held in a wide proportion in our assets under management, and participate efficiently
and effectively at shareholders’ meetings of companies in which our collective investment schemes hold a significant proportion of the capital.
1 Custodian and proxy voting provider costs.
2 We will not vote in ballots when local markets impose meaningful costs for casting the vote (e.g. if a Power of Attorney is needed per AGM or per funds; if our custodian does not offer the proxy voting services in
the country, etc.).

Governance and Voting Policy – 2024 - 6

4. PROXY VOTING PROCESSThe following points outline the key steps of the proxy voting process from the notification of voting agendas in the context of Annual or
Extraordinary General Meetings (AGM-EGM) to actual voting execution:

PROCESS FOR SECURITIES LENDING:As of today, we do not undertake any securities lending activity. In the context of such an activity request by a client, BNPP AM would in any casemonitor the number of shares on loan and apply a systematic process of recalling shares for general meetings.

Governance and Voting Policy – 2024 - 7

5. ENVIRONMENTAL AND SOCIAL CONSIDERATIONS
In applying our voting policy, we strive to implement the principles and goals outlined in our Global Sustainability Strategy (GSS) and our Stewardship
Policy.
Beyond voting on resolutions directly targeting environmental and social issues such as shareholder proposals, say-on-climate and non-financial
reporting that are detailed on our guidelines, we apply E&S considerations to voting on other items that we consider strategic for the company or
relevant to managing key impacts on society or the environment.
This is the case for items such as the Discharge of Board and Management / Board Re-elections / Financial Statements and Director and
Auditor Reports, to which we apply our environmental and social considerations, depending on the market 3.
In addition, we apply E&S considerations to Remuneration items (reports and/or policies). We require companies in all sectors to link executive
variable compensation plans to relevant environmental and social performance criteria.
We also set standards for gender and racial diversity on corporate boards. We oppose the (re-) election of male directors on boards that fail to meet
our standards for gender diversity and of nominating committee members for boards that fail to meet our requirements for racial diversity.
We may oppose or abstain on items where the company is implicated in serious violations of our Responsible Conduct Policy (RBC) – including
violations of the UN Global Compact principles and/or our Sector Policies, linked to human rights and/or social risks.
Similarly, where the company has a low score on BNPP AM’s proprietary ESG rating system and/or has failed to improve its practices over time on
human rights and/or social risks, we may oppose or abstain on an item on the agenda.
In some cases, our votes on these issues serve as an escalation mechanism when companies have not been responsive to our engagement.
Our specific expectations and the list of voting items to which they apply are detailed in section 4.5 of this policy (‘Environmental and social
considerations for management proposals’).
6. CONFLICTS OF INTEREST
As an asset manager owned by a large financial institution, BNPP AM Holding can sometimes face potential conflicts between its clients’ interests andthose of BNPP AM in specific circumstances, including the following:• Employees being linked personally or professionally with a company whose securities are submitted to vote
• Business relations existing between the company whose shares are being voted on and BNP Paribas Group; or• Exercise of voting rights concerning shares of BNP Paribas Group or of significant participations or holdings of the Group.
BNPP AM has implemented several principles, mechanisms and decision processes to ensure that conflicts of interest do not influence our votes,
such as:• BNPP AM’s Voting Policy stresses that voting rights are exercised in the best interests of clients to protect and enhance the long-term value of
their shareholdings• These Governance and Voting Principles, which determine the decision-making process for the exercise of voting rights is approved by the
Board of Directors, which includes independent directors• Employees must comply with BNPP AM’s Code of Ethics and declare any outside business activity. All employees receive annual training onthese policies and must complete annual certifications of compliance.
• ‘Chinese walls’ between BNPP AM’s entities and other BNP Paribas Group companies ensure that BNPP AM employees remain independentand neutral in the exercise of their responsibilities.
Records of all potential conflicts of interest and their resolution are kept in the Stewardship Committee’s minutes.
Any material conflicts of interest that are identified trigger an escalation process involving top management, including the following:
3 Different rules apply across countries and thus not all items are available at all general meetings. We target three item categories to ensure that we can apply our environmental and social considerations to at least

one votable item.

Governance and Voting Policy – 2024 - 8• The relevant CIO• The head of Compliance and senior managers of other Control Functions involved• The CEOAt each level, the “’est interest of clients’ principle is paramount in the decision outcome.
When a conflict of interest is identified, it is duly disclosed to the concerned clients where applicable laws so require.
7. TRANSPARENCY & REPORTING
BNPP AM is committed to transparency in its proxy voting approach and execution. A copy of this policy can be accessed on our website4.
We publish an annual report, providing an overview of proxy voting activities and engagement, and provide quarterly reports to clients, upon request.
Lastly, voting records of individual agenda items at company meetings are publicly available in a searchable database on our website.

4

https://www.bnpparibas-am.com/en/stewardship-future-maker-in-action/

Governance and Voting Policy – 2024 - 9

PART III: VOTING GUIDELINES
These detail how BNPP AM will vote on the most common proxy voting items. They address key voting issues, which fall into seven groups:
4.1.
4.2.
4.3.
4.4.
4.5.
4.6.
4.7.

Reports and approval of accounts
Financial operations
Board elections
Remuneration
Environmental and social proposals and considerations
Shareholder proposals
Other relevant issues (e.g., related-party transactions).

For each issue, these guidelines highlight criteria that reflect or tend towards best practices and that we actively support, as well as issues that maytrigger an ‘against’ or ‘abstain’ vote. These factors tend to have a significant impact on our voting decisions but do not automatically imply votes ‘for’,‘abstain’ or ‘against’, as we consider the specific circumstances of each company.
Voting decisions are based on the following considerations:• For: The proposed resolution aligns with good practice and stakeholders’ long-term best interests• Abstain: We may abstain for a number of reasons. In general, we intend our abstention to signal a half-way position between support andopposition• Against: The proposal is not acceptable and is not in the stakeholders’ long-term best interests.
The following guidelines describe the factors that we consider in casting our votes.

1. REPORTS AND ACCOUNTSVOTING ISSUE

Financial Statements /Director and Auditor
Reports

Discharge of Board
and Management

FOR

ABSTAINAGAINST• Information provided by the Board presents a full andfair view of company affairs and financial situation,
at least 21 days before the AGM• The accounts have been recommended by anindependent5 audit committee• The company provides adequate disclosures on key
financial and extra-financial risks.

• The accounts are not available at the cut-off date to cast our vote
• The auditors express reservations or refuse to certify the accounts after having discovered serious irregularities• The Board has not set up an audit committee (to be reviewed on a case-by-case basis for smaller companies and market
practice)6• The company is in breach of our environmental and social expectations.

• There is no contentious issue about the board or the
management of the company.

• There are serious questions about actions of the Board or management for the year in question• Legal action is being taken against the Board by other shareholders.
• The auditors had serious reservations about the financial statements or refused to certify the accounts• The company is in breach of our environmental and social expectations.

5 The audit committee is composed of more than 50% independent members, does not include an executive director, and its members have financial competence.
6 Market capitalisation of less than EUR 1 billion.

Stewardship Policy – 2024 - 11

VOTING ISSUEFOR

ABSTAIN

Allocation of Income• A sustainable dividend is a dividend with a reasonable
pay-out ratio that does not undermine the company’s
capacity to invest for the future and does not affect the
remuneration of other stakeholders.
• The company has provided sufficient information toindicate the level of dividend.
• In case of payment of the dividend in shares, theshareholder can possibly be paid in cash.

• The payout ratio is excessively higher than in the previous year and the company has failed to explain this (to bereviewed on a case-by-case basis for growth companies which usually need to conserve more cash than maturecompanies).
• The mark-up of the preferred dividend is more than 10% of the regular dividend.
• The company does not have a sustainable dividend in place7.

Appointment ofAuditors and Approvalof Audit Fees

• The auditors have been recommended by anindependent audit committee.8• The audit committee has disclosed its policy for theprovision of non-audit services by the auditors (e.g.,
excluded services and pre-approval works).
• There is full disclosure of audit fees and advisory fees.
• The auditors do not provide advisory services.
Otherwise, the remuneration for advisory services does
not cast doubt on the auditor’s independence.
• There is a mandatory rotation of the auditors after nomore than 15 years, with a clearwater period of at least
five years before the auditor can be re-appointed.

• Advisory or audit fees are not disclosed.
• Audit fees are equal to non-audit fees, presenting
a potential conflict of interest.
• The company has not disclosed the tenure of the
proposed auditors.

7 To be reviewed on a case-by-case basis: Payout ratio could be excessive if the company has a ratio above 100% for two consecutive years or the level could compromise the long-term strategy of the company
8 The audit committee is composed of more than 50% independent members, does not include an executive director, and its members have financial competence.

AGAINST• The Board does not have an audit committee. For smaller
companies that lack an audit committee, if at least one
executive sits on the board.
• There are potential concerns regarding the independence of
the auditors, such as:
₋ Non-audit fees exceed audit fees₋ Appointments exceeding a 6-year mandate
₋ Auditors’ tenure exceeds 24 years
₋ There is reason to believe that the independent auditor
gave an opinion that is neither accurate nor indicativeof the company’s financial position.

Stewardship Policy – 2024 - 12

2. FINANCIAL OPERATIONSVOTING ISSUE

Authority to issue
shares or securities
giving access tocapitalShare Repurchase
Plan

Share issues
reserved to
employees

FOR

ABSTAINAGAINST• The authority respects the ‘one share – one vote – one
dividend’ principle• The authority is suitably justified and limited, in amountand duration (two years)• The authority includes pre-emptive rights (or otherwise
priority rights of at least five days), does not create
significant imbalances between the different categories ofshareholders, and avoids the dilution risk for current
shareholders.

• The authorisation respects our limits, but all
share issue authorities in aggregate exceed 50%of the issued share capital.9• The authority with pre-emptive rights exceeds 50% of issued
share capital (to be reviewed on a case-by-case basis16)• The authority without pre-emptive rights and with priority
rights or with a specific object10 exceeds 20% of issued sharecapital• The authority without pre-emptive rights and without priority
rights exceeds 5% of issued share capital (to be reviewed ona case-by-case basis16)• The authority is likely to be used as an anti-take-overmeasure.

• Share repurchase represents best use of company
resources and is limited both in volume and duration, thediscount is limited and the authorisation does not exceed
18 months.

• The maximum upward and downward deviation
exceeds 5% of the average market price over arepresentative period or 10% if the resolution
refers to a day price.

• The share repurchase plan meets at least ONE of thefollowing conditions:- The authorization would be executable during a takeover
period- The buyback exceeds 10% of the issued capital11- Allows for the reissuance of repurchased shares, in excess
of 5% of the issued capital- Use of financial derivatives for share repurchases- There is no limit on the possible discount.

• The authority to issue shares does not create significant
imbalances between categories of shareholders.

• Cumulative volume exceeds 10% of issued capital AND discount over 10% (to be reviewed on a case-by-casebasis16).

9 Exceptions from these guidelines may be granted if the board can give a compelling justification for an increase in excess of the guidelines (e.g. for the financial services industry in light of the regulatory capital ratio requirement).
10 Share capital increases up to 20% to finance external growth operations or conversion of warrants/bonds are permissible.
11 Including shares held by subsidiaries. We apply a limit of 15% for the UK due to the local code.

Stewardship Policy – 2024 - 13

VOTING ISSUE
Debt restructuring

Mergers andAcquisitions

Corporate
Restructuring

12 See previous page.

FOR

ABSTAINAGAINST• The level of dilution given the full conversion of securities
is not excessive.

• Dilution risk is too high for the ownership interests of existing shareholders and to future earnings.
• The proposal would result in a change of control at the company.
• If bankruptcy or the threat of bankruptcy is the main factor driving the restructuring.

• The merger or acquisition makes commercial and strategic
sense for the company• The proposal is beneficial to shareholders and the impact
on voting rights is not disproportionate• The combined company has a better governance structure• The operation concerns a subsidiary and is considered aninternal restructuring.

• Given the complex nature of most merger & acquisition proposals, such issues will be reviewed on a case-by-casebasis from a transparency, corporate governance and financial point of view. The limits concerning capitalincreases12 will not apply on merger cases. Issues that will be taken into account, where sufficient information isavailable, include:• The rationale driving the transaction• The impact of the merger on shareholder value• The offer price i.e., cost vs. premium• Financial viability of the combined companies as a single entity and the associated integration risks• An analysis of the arm’s length nature of the transaction, potential conflicts of interest and an assessment of thedeal maker’s ‘good faith’• The presence or lack of a fairness opinion• Proposed changes in corporate governance and their impact on shareholder rights• Impact on community stakeholders and employees in both workforces• No conflicts of interest among the various parties• A shareholder vote on a legitimate corporate restructuring• The restructuring does not create significant imbalances
between categories of shareholders• Shareholder value is being preserved.

Votes concerning corporate restructuring are considered non-routine and evaluated on a case-by-case basis. Issues
that will be taken into account include:
Spin-offs• Potential tax and regulatory advantages• Planned use of proceeds• Market focus and managerial incentives
Asset sales• Impact on the balance sheet and working capital• Value received for the asset and the potential elimination of diseconomies
Liquidations• Management’s efforts to pursue other alternatives• Appraisal value of the assets• The compensation plan for executives managing the liquidation

Stewardship Policy – 2024 - 14

3. BOARD ELECTIONSVOTING ISSUE

Board elections

FOR• The Board of Directors (or Supervisory Board) is more than
50% independent from management, represents theinterests of majority and minority shareholders, andsufficiently diverse• Specialised committees comprise a majority of independent
members with an independent Chair (The audit and the
remuneration committees do not include an executive
director)• An independent nomination committee proposes
candidates. We are in favour of annual votes• The Board has fewer than 18 members• There is an open dialogue between the Board (independent
members) and its investors• The Chair and CEO roles are split and the Chair is
independent.
• Non-executive directors have less than five total director
mandates or less than three total director mandates for
executive directors (including outside CEOs)• There is sufficient biographical information for shareholders
to vote on an informed basis• Shareholders can vote separately on the election ofindividual directors.

13 Factors that may compromise independence include: To represent a significant shareholder or

ABSTAINAGAINST• The candidate is not independent13 and the Board comprises less than 50% independent directors excluding
employee representatives (for non-controlled companies) or the Board comprises less than 33% independent
directors incl. employee representatives (for controlled companies or in cases of a Board with at least 50% ofcompulsory employee representatives). A different independence threshold can be applied depending on local codeand market practice (with a minimum of 33%).14• The candidate is both Chair and CEO of the company15.
• Appointments exceed a four-year mandate.
• The candidate is not a woman, and:- Less than 35% of directors are female (for Europe, North America, Australia, New Zealand and South Africa) 16,or- Less than 20% of directors are female (for the other markets)17.
• The candidate is a member of the nomination committee and the Board has no apparent racially or ethnically diverse
composition18.
• The candidate is a member of the governance/nomination committee (or Board Chair in the absence of votes) where
there is a dual class share system with differential voting rights.19• The director had a very low level of attendance without any satisfactory justification (below 75%).
• The director failed to meet her/his fiduciary duties, or has exhibited behavior that raises doubts about her/his ability
to serve the best interests of stakeholders.20• The election is for censor position (except for temporary election, less than one year).
• The company is in breach of our environmental and social expectations, cf. Appendix 4.5.

be related by close family ties to a corporate officer, to be an employee or corporate officer of the corporation, or an employee or director of its parent or a company that it consolidates within the previous five
years, to be a chief executive officer of another company (Company B) if one of the following requirements is met: The concerned company (Company A) is directly or indirectly controlled by Company B; An employee or executive of Company A is a director of Company B (within the past 5 years); to be acustomer, supplier, investment banker or commercial banker that is material for the corporation or its group, or a significant part of whose business the corporation or its group accounts, or to have been an auditor of the corporation within the previous five years; or has served as a director of the corporationfor 12 years or more (or less, depending on local code).
14 For example, in the US, the threshold level requirement is two-thirds and key committees are composed entirely of independent members.
15 We may abstain on the item related to the joint role where important checks and balances in the governance of the company are in place: presence of a strong lead independent director (with the ability to convene a board meeting and add items to the meeting agenda, who engages with shareholders,
and/or can convene meetings without the presence of executives), independence of key functions including the recruitment of board members, succession planning, regulatory compliance, where there is a strong performance track record. We will generally support the combined role in case of important
checks and balances described above if it is temporary (2 years maximum or commitment to separate the functions for the next CEO) or the CEO/Chair does not have a link with the dominant shareholder
16 From 2025, we will apply a threshold of 40% of women on the board in mature markets (Europe, North America, Australia, New Zealand and South Africa).
17 Exceptions can be applied if the percentage of women is below the threshold (between 20-35% for Europe, N. America, Australia, New Zealand and South Africa or 10-20% for other markets), in which case we may support male directors, if the company has made important improvements or , in cases
where the board is small (8 directors maximum), or where there company is a new IPO; a racially/ethnically diverse board (for North America and UK/Ireland) if there is a commitment to reach our threshold within a short time, or the CEO or Chair is a woman.
18 For North America and UK/Ireland.
19 Exception possible if the sunset clause comes into force within 5 years of the IPO.
20 For example, the Company did not respond to a majority shareholder vote last year, the director failed to gain majority support, the by-laws contain unfriendly restrictions on shareholders’ rights, there has been a restatement of the financial accounts, or there have been substantial ESG controversies,
violations of international norms, criminal violations or significant regulatory fines.

Stewardship Policy – 2024 - 15

4. COMPENSATION PRACTICESVOTING ISSUE

Remuneration policy and report (say-onpay)

FOR• The company must present a transparent, exhaustive and clear overview of its
compensation practices• The company explains the philosophy of its remuneration policy, including thelink with strategy and its human resources policy• The policy explains the amount, the split, and the evolution between the
different remuneration components chosen• The remuneration schemes are in line with the long-term company
performance (e.g. the remuneration committee has considered the impact ofshare repurchases undertaken during the previous year on relevant
performance targets for incentive schemes)• The remuneration scheme has been recommended by a remunerationcommittee composed of more than 50% independent members and does notinclude an executive director• The company has a long-term remuneration policy in place, including
environmental and social performance criteria that are transparent andchallenging, linked to the sustainability strategy• The compensation policy includes stock ownership and clawback guidelines
for executives.

ABSTAINAGAINST• The remuneration is unclear or lacks transparency in order for shareholders tohave an appropriate opinion upon it• The policy allows the company to derogate from the approved remuneration
policy and change weights, criteria or volume of remuneration• The remuneration scheme is disproportionate with regard to the evolution of its
median employee’s remuneration, NEOs, or its relevant peer group• The remuneration scheme is misaligned with regard to performance (based onshare value and/or intrinsic value). The compensation scheme allows a pay-forfailure approach or is not long-term oriented• If one or few significant elements of the remuneration are not in line with ourguidelines below (to be reviewed on a case-by-case basis depending on thecompany’s policy and in light of the company’s trend regarding transparency andpractices)• The company has not included any environmental or social performance criteria
within either the short or long-term component of executive variable
remuneration21.
• The company has not included any climate-related criteria22, which aremeasurable and quantifiable, within either the short or long-term component ofexecutive variable remuneration23.

21 In the case of small and mid-caps, such requirement shall be reviewed on a case-by-case basis.
22 For 2024 for climate priority sector: Energy, utilities, industrials and materials sectors and/or for companies identified as world’s largest GHG emitters, based on the scope of Climate Action 100+. Link: Companies | Climate Action 100+. Applicable for 2026 for all sectors.
23 In the case of small and mid-caps, such requirement shall be reviewed on a case-by-case basis.

Stewardship Policy – 2024 - 16

VOTING ISSUE

Short-Termremuneration (Fixed
and bonus)

Remuneration of
executive
directors andseniorexecutives

Long-Term
incentive
plan (Freeshares,Stockoptions)FOR

ABSTAINAGAINST• The company discloses the rules to establish the base salary and its
evolution. It needs to be justified and reasonable• The bonus is linked to transparent, pertinent and challenging criteria,
relevant to the company business and strategy• The company discloses performance criteria, their weights andperformance targets in absolute terms. The bonus is limited to a certain
percentage of the fixed remuneration. Any non-quantifiable part of thebonus is absent or limited.

• The company significantly increased the base salary or bonus cap of an executive without asatisfactory explanation, or the increase is not justified based on company performance, and is
not aligned with the wider workforce pay evolution• The bonus does not have a cap• The bonus is not linked to transparent, pertinent or challenging criteria• The nature and weightings for each performance criterion are not disclosed• The actual level of fulfilment of each performance criterion is not disclosed.

• The plan must be understandable for shareholders, with specific andquantitative pre-established criteria and targets for future plans, and avesting and performance period of at least five years.
• The company discloses a cap, performance criteria, their weights andperformance targets in absolute terms.
• The authorities for executive directors are separated from those for
employees. Otherwise, the stock options and the free shares allotted
to executive directors are limited explicitly.
• The volume of the granted additional compensation is reasonable andin line with market practices• The company has the possibility to recover partially or entirely a pastplan following special circumstances such as a restatement of theaccounts (Clawback policy).
• The company has included ESG performance criteria.

The plan meets at least ONE of the following conditions: 24• Cumulative volume of proposed and outstanding stock option plans and free shares exceeds
10% of issued capital including 3% maximum for corporate officers25• Volume of stock option plans per year exceeds 2.5% of issued capital28• Free shares distribution per year exceeds 1% of issued capital28• Significant increase without satisfactory explanations or not justified with regard to performance• Grants of stock options and free shares are not linked integrally to the achievement oftransparent, pertinent or challenging performance criteria26• Possibility to re-test exercising conditions• Existence of a discount for executives on stock-options• Sum of vesting and holding periods or performance period less than three years (for stock option
and free shares)• The actual level of fulfilment of each performance criteria is not disclosed.
NB. The proposed resolution is assessed in light of the existence and degree of independence ofthe remuneration committee.

24 To be reviewed on a case-by-case basis for different geographic zones in which such conditions may not be a market practice.
25 To be reviewed on a case-by-case basis depending on historic burn rate and on market practices.
26 For example, if the company set objectives that are far below market announcements.

Stewardship Policy – 2024 - 17

VOTING ISSUE

Remunerationof theexecutive
directors andseniorexecutives

Exceptional
remuneration

Remuneration of the non-executive
directors

Employee remuneration

FOR

ABSTAINAGAINST• The additional pension schemes respect the following principles: thebeneficiary has a significant seniority within the group; is employed withthe company at the time of retirement; his/her rights may only account fora reasonable limited percentage of the compensation; the period taken
into account for the calculation covers several years; the group of potential
beneficiaries must be broader than the sole executive• No severance payment. Otherwise, the amount is reasonable, limited, andwill only be given in case of a constraint departure• No exceptional remuneration. Otherwise, it is not repeated, conditions andmaximum level of award are well described and linked to performance
criteria.

• The termination or change in control payments for executive directors or the Chair of theBoard exceed two years of both annual fixed and variable compensation (stock options
and other compensation excluded)27• The termination payments are not conditional on seniority criteria or with explicit
performance requirements• The combination of a severance payment (or a non-compete clause) with an additional
pension scheme• The post-mandate exercise of unvested stock-based plans or an indemnity compensating
for his loss of the right to exercise the stock-based plans• The severance payment is triggered by a resignation• Exceptional remuneration is granted without any compelling explanation or not linked toperformance conditions.

• Linked to the attendance of directors to the board and committees, and to
the importance of carried out missions, and in line with benchmarks(based on country practices)• Full disclosure of all remuneration components for each director servingon the board• The different elements constituting the pay need to be identified and theirrespective policies explained. The pay should be transparent enough forshareholders to allow them to distinguish the remuneration of executives
from that of non-executive directors.

• Not linked to attendance• The individual amounts are not communicated (to be reviewed on a case-bycase basis depending on market andcompany practices28).

• Not linked to attendance and deemedexcessive• The global and/or individual amounts
are not communicated (to be reviewed
on a case-by-case basis depending onmarket and company practice29).

For the other beneficiaries of the plan (excluding the top executives), the principles are less strict (especially regarding the performance criteria) and analysed in light of the
global conditions of the plan.

27 Case-by-case basis based on market practice (e.g. one year in UK and Netherlands).
28 We will abstain if the market practice is not to communicate such information, and vote against if it is market practice to provide this information.
29 We will abstain if the market practice is not to communicate such information, and vote against if it is market practice to provide this information.

Stewardship Policy – 2024 - 18

5. ENVIRONMENTAL AND SOCIAL PROPOSALS AND CONSIDERATIONSThis section summarises how environmental and social considerations are integrated into our voting decisions
GENERAL ENVIRONMENTAL EXPECTATIONS30
VOTING ISSUE

General expectations

ABSTAIN / AGAINSTClimate• The company is implicated in serious violations of
our Responsible Conduct Policy (RBC) –including violations of the UN Global Compact
principles and/or our Sector Policies, linked toenvironmental and/or climate risks• The company has a low ESG score performanceon BNPP AM’s proprietary ESG rating system
and/or has failed to improve its practices overtime, linked to environmental and/or climate risks.

• The company does not properly report on its greenhouse gas
emissions (scope 1, 2, and where appropriate32, scope 3)• The company is a BNPPAM priority company in relation to its climate
lobbying activities and does not align with our expectations in terms ofclimate lobbying reporting• The company is a BNPP AM priority company in relation to its climate
impacts and fails to communicate or constructively engage on its
climate strategy• The company is among the world’s largest corporate GHG emitters33
and has not yet set an ambition to achieve net-zero GHG emissions
by 2050 or sooner, underpinned by credible decarbonisation
strategies and intermediary targets, in line with global efforts to limit
warming to 1.5 degrees Celsius.

Say-on-Climate
management
proposal31
Discharge ofBoard andManagement

Board
Re-elections

Biodiversity• The company fails to assess and report on its key
impacts and dependencies on nature, while
having critical impacts on forests and water
security34.

Financial
Statements

Remuneration• The company has not included any environmental or social criteria within either the short or long-term component of executive variable remuneration35• The company has not included any climate-related criteria36, which are measurable and quantifiable, within either the short or long-term component of executive variable remuneration.

30 As different rules apply across countries, we select different categories of strategic voting items in order to make sure that at least one of them is sanctioned.
31 For companies that fall within the scope of our climate expectations: in the case of a Say-on-Climate vote, we will assess on a case-by-case basis the possibility of voting against or abstaining on more than one item.
32 We expect scope 3 disclosure in the following sectors: Energy, Utilities, Industrials, Materials, Real Estate, Consumer Goods, and Consumer Discretionary.
33 We use the Net Zero Company Benchmark of Climate Action 100+ to identify the largest GHG emitters and to evaluate progress, in addition to our own research and analysis.
34 We assess disclosure using the CDP global disclosure platform for companies invited to complete the Forests and Water security questionnaires.
35 In the case of small and mid-caps, such requirement shall be reviewed on a case-by-case basis.
36 For 2024 for climate priority sector: Energy, Utilities, Industrials and Materials sectors and/or for companies identified as world’s largest GHG emitters, based on the scope of Climate Action 100+. Link: Companies | Climate Action 100+. Applicable for 2026 for all sectors. In the case of small and mid-caps, such requirement shall be reviewed on a case-by-case basis.

Stewardship Policy – 2024 - 19

SAY-ON-CLIMATE PROPOSALSVOTING ISSUEFOR

ABSTAIN / AGAINST

Say-on-Climate(either
Strategy/Plan orProgress Report)• The company discloses all GHG emissions linked to its activities,
including the most relevant categories of scope 3 emissions• The company has adopted a credible ambition to achieve carbon
neutrality by 2050, which covers all its operations and refers to a 1.5degree Celsius scenario• The company has set absolute GHG emissions targets, covering
Scopes 1 and 2 as well as the most relevant categories of scope 3
emissions• These targets are set for short, medium and long-term horizons• The company discloses and quantifies the principal actions it will
undertake to deliver the GHG emissions targets including setting out
capital expenditure plans and investment in climate solutions where
relevant.

• The company fails to disclose all relevant GHG emissions linked to its activities (scopes 1 2, and 3)• The company fails to set an ambition to achieve net-zero GHG emissions by 2050 or sooner, in line with
global efforts to limit warming to 1.5 degree Celsius• The company fails to set short and medium-term targets to achieve net-zero GHG emissions by 2050 orsooner that address, by priority, the most relevant scopes of emission• The company fails to report on its climate governance, strategy, risk management, metrics or targets inline with the Task Force on Climate-Related Financial Disclosures (TCFD) standards• If not decisive, additional factors may be considered in relation to how the company performs compared
to its peers in terms of climate strategy, considering all recent published information, independent externalsources, as well as BNPP AM’s proprietary NZ:AAA assessment methodology.

NON-FINANCIAL INFORMATION STATEMENTS
VOTING ISSUE

Non-Financial
Information
Statement

FOR

ABSTAIN / AGAINST• The Non-Financial Information Statement has been approved by the Board of directors and reviewed
by the Audit committee• The Non-Financial Information Statement has been verified by an independent auditor• The independent auditor’s opinion is unqualified based on a reasonable assurance• The company provides adequate disclosures on key extra-financial risks. (Using internal disclosure
framework such as TCFD, TNFD, CDP…)• The Non-Financial Information Statement has not been verified by anindependent auditor37• The auditor has expressed a qualified opinion• The company is in breach of our environmental and social expectations
described above.

37 To be reviewed on a case-by-case basis for companies presenting their Non-Financial Information Statement for the first time.

Stewardship Policy – 2024 - 20

GENERAL SOCIAL EXPECTATIONS38
VOTING ISSUE
Discharge of Board andManagement

General expectations

ABSTAIN / AGAINSTGender Diversity (Gender, racial and ethnic)

Financial Statements• The company is implicated in serious violations of
our Responsible Conduct Policy (RBC) –including violations of the UN Global Compact
principles and/or our Sector Policies, linked tohuman rights and/or social risks• The company has a low ESG performanceaccording to BNPP AM’s proprietary ESG rating
system and/or has failed to improve its practices
over time, linked to human rights and/or social
risks.

Remuneration

The company has not included any environmental or social performance criteria within either the short or long-term component of executive variable remuneration42.

Board(Re)elections• The candidate is not a woman, and fewer than 35% of directors are female (for Europe, North America, Australia, New
Zealand and South Africa)39, or fewer than 20% of directors are female (other markets)40.
• The candidate is a member of the nomination committee and the board has no apparent racially or ethnically diverse
composition41.

38 Knowing that different rules apply across countries, we target three categories of resolutions to make sure that at least one of them is subject to our sanction vote.
39 From 2025, we will apply a threshold of 40% of women on the board for these mature markets.
40 Exceptions can be applied if the percentage of women is below the threshold (between 20-35% for Europe, N. America, Australia, New Zealand and South Africa or 10-20% for other markets). Factors include: if the company has made important improvements within the past year, in cases where theboard is small (8 directors maximum), where the company is a new IPO, where the board is notably racially/ethnically diverse (for North America and UK/Ireland), if there is a commitment to reach our threshold within a short time, or the CEO, Chair or Nominations Committee Chair is a woman.
41 For North America and UK/Ireland.
42 In the case of small and mid-caps, such requirement shall be reviewed on a case-by-case basis.

Stewardship Policy – 2024 - 21

6. SHAREHOLDER PROPOSALSVOTING ISSUEFOR

ABSTAINAGAINST• Proposals whose intent is in line with stakeholders’long-term interests but not in its application and/or if it
has already been substantially implemented by thecompany.

Environmental andSocial43• Proposals in line with our voting guidelines and/or our
Global Sustainability Strategy or Responsible
Business Conduct (RBC) policy• Proposals that introduce or facilitate legal
proceedings to compensate shareholders for damage
suffered by the company• Proposals that help to improve the company’s socialand environmental performance, contributing to theprotection of stakeholders’ long-term interests• Proposals that align with our climate change
expectations (e.g. GHG emissions disclosure, Net
Zero alignment, Paris-aligned climate lobbying
reporting, as listed in section 4.5)
• We will generally support shareholder proposals
designed to address a company’s contribution tosystemic risk (e.g., climate change, nature loss,
inequality) or reduce negative externalities, throughthe production of a report or a requested change inpolicy or practice.

• Proposals not in line with our guidelines or withstakeholders’ long-term interests• Proposals not appropriate for the general meeting, appear
to be based on inaccurate information or would be
impractical or excessively costly or risky to implement• Proposals that appear designed to reverse or slow a
company’s progress on social or environmental matters,
taking into account the body of the proposal as well as theapparent motivation of the proponent. Such proposals cancommonly be referred to as ‘anti-ESG proposals’.

43 Shareholder proposals are considered on a case-by-case basis in light of the justification by its authors and board support or justification of opposition.

Stewardship Policy – 2024 - 22

VOTING ISSUEFOR

ABSTAINAGAINST• Proposals whose intent is in line with stakeholders’long-term interests but not in its application and/or if it
has already been substantially implemented by thecompany• Proposals that seek to improve Board accountability
and oversight in line with our Governance and Voting
Principles, but are overly restrictive in their application• Proposals seeking the right to act by written consent,
given the lack of transparency in the written consent
process• Cumulative votes (eliminate cumulative voting/restore
or provide for cumulative voting) (we favour a majority
vote standard)• Proposals that aim to facilitate proxy access but withpotential threshold to propose nominees that are notlinked to a percentage of capital held or less than 0.5%of capital.

• Proposals not in line with our guidelines or withstakeholders’ long-term interests• Proposals not appropriate for the general meeting, appear
to be based on inaccurate information or would be
impractical or excessively costly or risky to implement.

Corporate
Governance44• Proposal is in line with our Governance and Voting
Principles and/or our Global Sustainability Strategy or
Responsible Business Conduct (RBC) policy• Proposals that aim to improve the governance of acompany, such as:- Split of the roles of CEO/Chair- Establish an independent Chair- Improve board diversity- Provide for employee representation on the board- Reduce supermajority vote requirement- Declassify the board- Establish one share, one vote
• Proposals that aim to facilitate Proxy Access• Proposals that seek greater disclosure of politicalcontributions and lobbying, including governance,
policy positions, and full disclosure of recipients• Proposals that seek to improve transparency ofcorporate tax policy and practices, including proposals
seeking reports prepared using the Global Reporting
Initiative’s Tax Standard.

44 Shareholder proposals are considered on a case-by-case basis in light of the justification by its authors and board support or justification of opposition.

Stewardship Policy – 2024 - 23

7. OTHER VOTING ISSUESVOTING ISSUE

Changes toCompany Statutes

Related-party
Transactions andother Resolutions

FOR

ABSTAINAGAINST• By-laws that respect the ‘one share – one vote – one dividend’principle.

• Resolutions that carry adverse impacts on shareholder rights (to be considered on a case-by-case basis in light of
information provided by the company)• Multiple Voting Shares or non-Voting Depository Receipts• Ownership ceiling or voting right ceiling, Priority shares, Golden share• Statutory disclosure thresholds below 5% of the issued capital• Reduce the delay of declaration for the crossing of thresholds.

• There is full disclosure of information relevant to the resolution
and such information is presented in a fair and balanced way.

• Insufficient disclosure of relevant information• The related-party transactions include
elements which may be contrary to ourremuneration policy (see above).

• Resolutions bundled together that include a substantial andunacceptable proposal• Blind resolutions• The related-party transactions include elements which may becontrary to our remuneration policy (see above).

Any Other Voting Items: Any item that is not covered by these guidelines will be voted on a case-by-case basis taking into account the BNPP AM key proxy voting
principles.

Disclaimer
BNP PARIBAS ASSET MANAGEMENT France, “the investment management company”, is a simplified joint stock company with its registered officeat 1 boulevard Haussmann 75009 Paris, France, RCS Paris 319 378 832, registered with the “Autorité des marchés financiers” under number GP
96002.
This material is issued and has been prepared by the investment management company.
This material is produced for information purposes only and does not constitute: 1. an offer to buy nor a solicitation to sell, nor shall it form the basis ofor be relied upon in connection with any contract or commitment whatsoever or 2. investment advice.
This material makes reference to certain financial instruments authorised and regulated in their jurisdiction(s) of incorporation.
No action has been taken which would permit the public offering of the financial instrument(s) in any other jurisdiction, except as indicated in the mostrecent prospectus of the relevant financial instrument(s), or on the website (under heading “our funds”), where such action would be required, inparticular, in the United States, to US persons (as such term is defined in Regulation S of the United States Securities Act of 1933). Prior to any
subscription in a country in which such financial instrument(s) is/are registered, investors should verify any legal constraints or restrictions there may
be in connection with the subscription, purchase, possession or sale of the financial instrument(s).
Investors considering subscribing to the financial instrument(s) should read carefully the most recent prospectus and Key Information Document (KID)
and consult the financial instrument(s’) most recent financial reports.
These documents are available in the language of the country in which the financial instrument(s) is authorised for the distribution and/or in English as
the case may be, on the following website, under heading "our funds": https://www.bnpparibas-am.com/
Opinions included in this material constitute the judgement of the investment management company at the time specified and may be subject to change
without notice. The investment management company is not obliged to update or alter the information or opinions contained within this material.
Investors should consult their own legal and tax advisors in respect of legal, accounting, domicile and tax advice prior to investing in the financial
instrument(s) in order to make an independent determination of the suitability and consequences of an investment therein, if permitted. Please notethat different types of investments, if contained within this material, involve varying degrees of risk and there can be no assurance that any specificinvestment may either be suitable, appropriate or profitable for an investor’s investment portfolio.
Given the economic and market risks, there can be no assurance that the financial instrument(s) will achieve its/their investment objectives. Returns
may be affected by, amongst other things, investment strategies or objectives of the financial instrument(s) and material market and economic
conditions, including interest rates, market terms and general market conditions. The different strategies applied to financial instruments may have asignificant effect on the results presented in this material. Past performance is not a guide to future performance and the value of the investments infinancial instrument(s) may go down as well as up. Investors may not get back the amount they originally invested.
The performance data, as applicable, reflected in this material, do not take into account the commissions, costs incurred on the issue and redemption
and taxes.
You can obtain this by clicking here: www.bnpparibas-am.fr/investisseur-professionnel/synthese-des-droits-des-investisseurs a summary of investor
rights in French. BNP PARIBAS ASSET MANAGEMENT FRANCE may decide to discontinue the marketing of the financial instruments, in the cases
covered by the applicable regulations.
“The sustainable investor for a changing world” reflects the objective of BNP PARIBAS ASSET MANAGEMENT France to integrate sustainable
development into its activities, without all funds of BNP PARIBAS ASSET MANAGEMENT France belonging to articles 8 or 9 of the Regulation (EU)2019/2088 on sustainability‐related disclosures in the financial services sector (“SFDR”). For more information, please see www.bnpparibasam.com/en/sustainability.