VOTING REPORT 2022
This report sets out how we applied our voting policy and exercised our voting rights on behalf our clients in 2022, including detailed statistics on thevotes we cast.
1. Governance and voting principles ................................................................................................................................................................................ 2
2. Main amendment to our voting policy for 2022 ............................................................................................................................................................ 2
3. Voting scope for 2022 .................................................................................................................................................................................................. 3
4. Securities lending programme ..................................................................................................................................................................................... 3
5. Voting statistics for 2022 .............................................................................................................................................................................................. 4
5.1 Geographic breakdown .......................................................................................................................................................................................... 4
5.2 Voting results ......................................................................................................................................................................................................... 4
5.3 Votes against and abstensions, by resolution type ............................................................................................................................................... 5
5.4 Shareholder proposals ........................................................................................................................................................................................... 6
6. Company dialogue ....................................................................................................................................................................................................... 8
6.1 Dialogue with issuers ............................................................................................................................................................................................. 8
6.2 Evaluation of our dialogues .................................................................................................................................................................................... 8
6.3 Engagement Campaign on board diversity ............................................................................................................................................................ 8
6.4 Examples of engagement ...................................................................................................................................................................................... 9
6.5 Promotion of environmental and social disclosure ............................................................................................................................................... 11
6.6 Driving good governance practice around the world ............................................................................................................................................ 116.7. Focus on Solidarity investments ......................................................................................................................................................................... 12
Appendix 1. Statistics related to the management company BNPP AM FRANCE......................................................................................................... 13
Appendix 2: Proposals on Environmental and social issues .......................................................................................................................................... 14
Appendix 3. List of engagements in 2022 ...................................................................................................................................................................... 29
The issuers mentioned in this report are mentioned for information purposes only and should not be considered as aninvestment recommendation.

Voting Report– 2022 - 2

1. GOVERNANCE AND VOTING PRINCIPLES
BNP Paribas Asset Management (BNPP AM’) believes that promoting the best corporate governance practices is one of ouressential duties as a responsible investor. Corporate governance refers to the system by which a corporation is directed andcontrolled. It relates to the functioning of the managing board, supervision and control mechanisms, their interrelationships
and their relations with stakeholders. Good corporate governance creates the framework that ensures that a corporation is
managed in the long-term interest of shareholders. Therefore, BNPP AM expects all corporations in which we invest to comply
with the highest corporate governance standards.
Voting at annual general meetings (AGMs) is a key component of our ongoing engagement with companies in which we invest
on behalf of our clients and forms an integral part of our investment process. We are committed to ensuring1 that we
consistently exercise the voting rights associated with shares held in Undertakings for the Collective Investment ofTransferable Securities (UCITS), Alternative Investment Funds (AIF), foreign investment funds and investment mandates,
where proxy voting has been delegated to us.
Our Governance and Voting Policy explains what we expect of public companies and how we deliver our ownership
responsibilities. The policy outlines our key governance and voting principles, describes our proxy voting process, and setsout guidelines that highlight, for each ballot item, best practices and issues that may trigger an ‘oppose’ or ‘abstain’ vote. We
cast our votes according to each company's specific circumstances.
This document is available on our website https://www.bnpparibas-am.com/en/sustainability-documents/. Moreover, we
publish our votes, by issuer and by resolution, on our website.2

2. MAIN AMENDMENT TO OUR VOTING POLICY FOR 2022
Each year, we review our Governance & Voting Policy to adapt it to current market practices and remaining challenges in thefields of corporate governance and sustainability. Our 2022 policy strengthened and reinforced the link between voting and
ESG integration. We continued to sanction issuers on ESG topics such as non-disclosure of greenhouse gas (GHG) emissions
or their climate lobbying, or lack of respect for our Responsible Business Conduct (RBC) policy. We also reinforced our
climate-related expectations and added two new areas of focus: biodiversity and low ESG scores.
Climate-related expectations: We increased our expectations of companies identified as the world's largest
corporate greenhouse gas emitters. In the light of the climate crisis and our commitment to the Net Zero AssetManager (NZAM) initiative, we consider it essential to demand more action by companies in sectors that are key tosubstantially cutting global GHG emissions. We expected these companies to publicly announce their ambition toachieve net-zero GHG emissions by 2050 or sooner, underpinned by credible decarbonisation strategies andintermediary targets, in line with global efforts to limit warming to 1.5 degrees Celsius.
Biodiversity-related expectations: In relation to our Biodiversity roadmap, we expected selected companies toassess and report on their key impacts and dependencies on nature, beginning with companies in high-impact sectors
and with a priority focus on deforestation and water. As a first step, we targeted such companies that failed to disclose
to through the CDP Water and Forest questionnaires.

1 Taking into account technical and legal aspects.
2 Details of our vote available here: https://vds.issgovernance.com/vds/#/MTc3MQ==/Voting Report – 2022 - 3Companies with low ESG scores: As we apply our proprietary ESG rating system to all of our holdings, we opposed
certain resolutions at companies’ AGMs if they failed to demonstrate an improvement in their practices. We aimed toengage with companies with low scores on our rating system, especially those in which we have active positions, andhad the option to sanction certain resolutions as an escalation measure if that engagement was unsuccessful.
We also included new criteria to guide our voting decisions on ‘Say-on-Climate’ proposals and boosted our expectations inrelation to including ESG performance criteria in remuneration packages, specifically, in at least one component of executive
compensation.

3. VOTING SCOPE FOR 2022
Each year, we monitor the total votable shares of the portfolios we manage and assess the percentage of votes exercised
during the year in alignment with our Governance and Voting Policy. Selection of the shares for which we exercise voting
rights aims to concentrate our efforts on positions that are widely held across our portfolios, and to participate in shareholder
meetings of companies in which our collective investment schemes hold a significant portion of the capital.
Our voting scope comprises companies for which aggregated holding positions meet at least one of the three following
conditions:They represent 90% of the accrued total of our stock positions;
They make up 0.1% or more of the company market capitalisation; orAd-hoc demand.

In 2022, our scope was broader than UCITS3 with mandates, representing around €72 billion of assets under management.
This represented nearly 52%4 of all meetings held by companies in all of our UCITS with mandates and 78% of ballots voted.5

4. SECURITIES LENDING PROGRAMME
In 2022, we introduced a securities lending programme. We have a systematic process of recalling shares for general
meetings in order to vote on a significant portion of its positions and prevent ‘empty voting’. This process comprises bothquantitative restrictions and a qualitative appraisal, to fully take into consideration its clients’ long-term interests. Our policy is
to hold a significant minimum portion of votable shares for all general meetings and we recall all votable shares for general
meetings with major issues at stake, as well as for some funds where we vote on 100% of positions.

3 Undertakings for Collective Investment
4 Full voting scope represented 1,976 general meetings voted out of 3,835 possible in 2022
5 16,396 ballots voted, out of 21,130 votable ballots

Voting Report – 2022 - 4

5. VOTING STATISTICS FOR 2022
5.1 GEOGRAPHIC BREAKDOWN
During 2022, we voted at 1,976 general meetings4, primarily in Europe, reflecting the geographic distribution of our assets
under management.
Geographic breakdown of our votesYear

Meetings
voted

2022

1,976

2021

2,098

EuropeNorth
America

APAC

Others

908

526

432

110

46%

27%

22%

6%

974

554

467

103

46%

26%

22%

5%

5.2 VOTING RESULTS
Of the total of 1,976 general meetings:
At 318 (16%) we voted in favour of all items (vs. 18% in 2021)
At 1,658 (84%) we voted against or abstained on at least one item (vs. 82% in 2021)

Of 27,223 resolutions voted, 26,233 resolutions were submitted by companies and 990 by shareholders.
Among the resolutions submitted by companies (i.e., excluding shareholder proposals):

We voted in favour of 67% of management resolutions (18,255 resolutions)
We opposed 33% of management proposals (we abstained on 1,084 items and voted against 7,884 items).

Over the past three years, we have maintained a high opposition rate. This is because we set high expectations in all areas
and because we review every item on every agenda and make our own voting decisions – a rare practice among large asset
managers. This year the percentage of votes against management was 33%, the same as in 2021, and one percentage point
higher than in 2020.
Geographic zone

Total

EuropeNorth America

APAC

OthersManagement Resolutions
Voted on27,223

15,614

6,227

4,312

1,070

Voted for18,255

11,911

3,177

2,660

507

Voted against

7,884

3,050

2981

1,464

389

Voting Report – 2022 - 5

Abstained

1,084

653

69

188

174

Total Opposition Rate
(abstained or against) 2022

33%

23%

52%

38%

53%

Total Opposition Rate
(abstained or against) 2021

33%

24%

50%

42%

45%

5.3 VOTES AGAINST AND ABSTENSIONS, BY RESOLUTION TYPE
MANAGEMENT PROPOSALSThe table below outlines percentages of votes against or on which we abstained by category.
Total

Board
electionsExecutivepay

Financial
Operations

RoutineBusiness andother6

Shareholder
proposals

27,223

13,833

3,212

2,445

6,743

990

Voted for18,255

8,915

1,264

1,511

5,855

710

Voted against

7,884

4,444

1,676

770

786

208

Abstained

1,084

474

272

164

102

72

Total Opposition Rate (abstain oragainst) - 2022

33%

36%

61%

38%

13%

28%

Total Opposition Rate (abstain oragainst) - 2021

33%

37%

60%

39%

12%

30%

Total Opposition Rate (abstain oragainst) - 2020

32%

36%

59%

42%

11%

37%

Total voted

Our opposition principally related to three key topics (excluding shareholder proposals that are analysed below): executive
compensation, financial operations and board elections.
EXECUTIVE COMPENSATION (61% OF OPPOSITION VS. 60% IN 2021)

Our opposition to executive compensation plans (e.g., stock-options, restricted stock plans, severance payments and “say onpay” proposals) falls into the following general categories:
 A lack of transparency on the compensation policy (volume, weight, nature of the performance criteria, targets, etc.);
 Compensation practices were not in line with stakeholders’ interests, with excessive or disproportionate amounts
relative to the company’s performance;
 Absence or weak ESG performance criteria, not clearly linked to the company’s sustainability strategy;
 A “pay for failure” approach based on insufficiently challenging performance criteria; and/or Compensation not oriented towards rewarding good long-term performance.

6

Approval of accounts, appointment and remuneration of auditors, mergers and acquisitions, anti-takeover measures, etc.

Voting Report – 2022 - 6

FINANCIAL OPERATIONS (38% OPPOSITION VS. 39% IN 2021)

We opposed management proposals related to financial operations, which generally request a share capital increase, for thefollowing reasons: The global volume was considered too significant (i.e. where authorisations exceeded 50% of the share capital); or A share capital authorisation was proposed without pre-emptive rights and without a specific objective (more than 5%of share capital or 20% with a specific purpose) which leads to excessive dilution for current shareholders.
We also voted systematically against all anti-takeover devices.
BOARD ELECTIONS (36% OPPOSITION VS. 37% IN 2021)

Our votes in opposition to individual directors generally indicate our belief that there is weak corporate governance and anissue related to the balance of power. Most votes against directors fall into the following categories:
 A non-independent director with insufficient overall board independence; Non-compliance with our expectations on gender diversity; Directors with poor attendance or term of mandate exceeding four years.
BNPPAM leads the field in opposing directors’ elections at US CA100+ focus companies
A report published by US NGO Majority Action analysed the proxy voting behaviour and reporting of the 75 largest membersof CA100+ at the 2021 annual meetings of the 45 US focus companies within that initiative. Their research found that despite
the Net Zero Company Benchmark demonstrating clear failures of climate governance at these companies, the majority of
the largest investors overwhelmingly voted in favour of their incumbent directors in 2021. However, BNPPAM was the clear
leader, having voted for the fewest directors (31%) at these companies, and in support of the full Board at only one of 30
companies where we voted.
5.4 SHAREHOLDER PROPOSALSSHAREHOLDER PROPOSALS WE VOTED ON

Shareholder proposals on ESG issues are becoming increasingly common. In 2022, 990 shareholder proposals were
proposed worldwide; this was up from 826 in 2021 and 754 in 2020. Because these resolutions are proposed by groups ofinstitutional shareholders with a strong commitment to drive better company performance on particular issues, or bystakeholders like NGOs that work with investors, they are usually opposed by management. Therefore, a vote in favour of the
proposal is a vote against management’s recommendation.
Our principle is to vote in favour of shareholder proposals when they are in line with the long-term interests of the company
and the action requested is warranted given the prevailing practices of the company. However, we abstain when we believe
the proposal not to be appropriate to the company’s specific circumstances or if the request being made is already happening
in practice.
Our rate of support for all types of shareholders’ proposals increased. It was 72% for 2022, companies to 70% in 2021 and
63% in 2020.
Our rate of support for shareholders’ proposals increased in 2022: 72% vs. 70% in 2021.

Voting Report – 2022 - 7

Specifically, we again demonstrated very strong support for social proposals (99% in 2022 vs 100% in 2021 and 86% for2020) and for environmental and climate change proposals (90% in 2022, vs 89% in 2021 and 94% in 2020).
Resolutions
voted onShareholder proposals(Global)990

Voted against
208

21%

Abstained
72

7%

Voted for710

72%

ShareAction again highlights our voting record on shareholder resolutions
In recent years, ShareAction, a UK-based NGO, publishes an analysis of the voting record large asset managers based on
how many shareholder resolutions each manager voted for in the previous year. They also assess their voting behaviour onenvironmental, social, and pay and politics resolutions. The total number of resolutions within the report’s scope for 2022 was
252 (substantially lower than all such resolutions that we voted on). BNPP AM ranked in the top three of 68 managers
assessed, with an overall score of 99%.
FILING SHAREHOLDER PROPOSALSIn 2022, we continued our leadership on the topic of corporate climate lobbying, encouraging companies to align their direct
and indirect lobbying efforts with the goals of the Paris Agreement. We submitted four shareholder proposals on corporate
climate lobbying for the 2022 proxy season, seeking a board-led assessment of whether each company’s direct and indirect
climate lobbying efforts align with the temperature goals of the Paris Agreement.
Our proposal at ExxonMobil received a 64% vote in 2021. We resubmitted the proposal for the company’s 2022 annual
meeting, as we did not have a concrete commitment from the company to comply with our request until after the filing deadline.
After a series of meetings with the company, we ultimately withdrew our proposal in exchange for the publication of Exxon’s
inaugural climate lobbying report. The report contains the company’s first public statement supporting alignment with the ‘well
below 2 degrees’ goal, and the first public evidence that ExxonMobil had conducted an assessment of the company’s direct
or indirect lobbying against any temperature goal. However, InfluenceMap gave the review a score of 36/100, indicating scopefor substantial improvement. The company committed to update this analysis and publish it annually. We led the engagementin partnership with Boston Trust Walden.
We also withdrew our proposal at General Electric (GE), in exchange for a commitment to publish GE’s first Paris-aligned
lobbying report, which GE included in its 2021 Sustainability Report later in the year. We played an active role in thenegotiations on the proposal, in partnership with the New York City Comptroller’s Office, who served as lead filer.
Our proposal at UPS, co-filed with Mercy Investment Services, received a 33% vote at the company’s annual meeting. This
was a relatively strong showing, although not the majority support we received at other companies, possibly because of thecompany’s dual class share structure. Towards the end of 2022, we resubmitted the proposal for the 2023 AGM.
After a majority vote on our proposal at Chevron in 2020, followed by publication of its report, the company did not produce
any climate lobbying reporting in 2022. When we informed the company that we were considering resubmitting our proposal,
the company informed us it will begin annual climate lobbying reporting with its next sustainability report in the spring of 2023.

Voting Report – 2022 - 8

6. COMPANY DIALOGUE
6.1 DIALOGUE WITH ISSUERS
Our engagement with issuers is intended to enhance the long-term value of our shareholdings and to foster corporate
governance best practice, social responsibility and environmental stewardship.
During the proxy season, we engage in dialogue with companies either on our own initiative or at the request of the issuer,
and we generally concentrate on our largest holdings. The goal of these engagements is:

To communicate our voting policy to prepare for the next general meeting of the issuer in order for companies to aligntheir resolutions to our voting policy;
To obtain additional information on individual voting proposals; andTo express our concerns about specific resolutions that contradict our voting policy.

6.2 EVALUATION OF OUR DIALOGUES
We consider a voting-related engagement to be successful if the company withdraws the proposal we are opposing, or if wechange our vote in favour of the proposal after a modification of the resolution from the issuer, or where we obtain additional
information and/or the company agrees to our request.
During the 2022 proxy season, we had 210 interactions with 106 companies related only to voting issues, compared to 239
interactions with 151 companies in 2021. Of these engagements, 35 were successful (33%), an increase compared to 2021
(28%). Where our engagement does not lead to the company making the changes we request, and does not indicate it willconsider them, we escalate our concerns by voting against selected items on the agenda, in line with our voting policy.
In addition to these engagements linked to the proxy season, we also maintain a programme of long-term dialogue with issuers
all year round, focused on a wide variety of environmental, social and governance themes. We report on these each year in
our annual sustainability report.
6.3 ENGAGEMENT CAMPAIGN ON BOARD DIVERSITY
One set of expectations in our voting policy is that Boards have sufficient independence and gender diversity. Extensive
evidence shows that companies with more diverse boards and/or management teams generate more sustainable value
creation over the long term. Our goal is for 40% of all Board members to be women by 2025 in all markets. We set out our
expectations on gender diversity in our 2022 voting policy: for Europe, North America, Australia, South Africa and New
Zealand, we expected a minimum of 30% female board membership, and in Latin America, Asia, Middle East and Africa (ex.
South Africa) our threshold was 15%. (Under certain conditions, we will support boards with a ratio just below this, for example,
if the company has made significant improvements in recent years or commits to reaching our thresholds within two years.)
In 2022, as in previous years, to advance our goal, we identified 40 companies (14 in Europe, 11 in North America and 15 inAsia) held in our active equity portfolios to engage with because their board diversity was not in line with our expectations.
OutcomeNumber%Positive

13

33%

Partial718%

Details
We achieved a positive engagement outcome, i.e., Board gender diversity improved (andBoard independence met our expectations). We therefore voted in favour of board elections.
We receive positive engagement outcome on gender diversity but oppose to the board
election for others reasons.

Voting Report – 2022 - 9

Negative

20

50%

The company did not meet our expectations or make progress. We therefore opposed board
elections either due to lack of improvement on diversity, and/or for other reasons (e.g., lackof independence).

Example of two votes linked to our engagement on gender diversity
Activity: At Telefonica SA’s 2021 AGM, although the company had a high level of board independence (53%), we did notsupport the (re)election of all directors because the proportion of female directors was 29%, just below the required minimum
level of 30% set by our voting policy. We discussed this issue with the company before and after the 2021 AGM and sent a
letter in 2022, for the second consecutive year, outlining our gender diversity expectations. Similarly, we engaged with
Tencent during 2021 and 2022 and had voted against all male directors in 2021.
Outcomes: On a call just ahead of the 2022 AGM, Telefonica SA confirmed the appointment of a new independent female
board director. This increased women’s representation on the board to 33%, above our minimum threshold. We therefore
supported all director (re)elections (Items 4.1 to 4.5) in the absence of any other concerns. Tencent also added a female
director to its board in the third quarter. This boosted the percentage of women from 12% to 22%, in line with our thresholdfor Asia, which means that at next year’s AGM, we will not vote against directors for this reason.
6.4 EXAMPLES OF ENGAGEMENT
Banco Santander – Integrating ESG performance criteria in executive compensation
Activity: In previous years, we had expressed our expectation that the company incorporate ESG performance metrics into
its executive compensation. In February 2022, we had several further email exchanges about its proposed 2022 Remuneration
Policy and in March 2022 we met the Lead Independent Director. We outlined our views on the best approach to ESG
integration in remuneration. In particular, we advocated for operational criteria rather than those solely based on qualitative
factors or ESG ratings. We also highlighted the importance of transparent ex-ante disclosure of ESG criteria (targets, vesting
scales, thresholds) because these enable shareholders to understand the ambition level and to what extent they challenge
the company to deliver strong performance in the relevant areas.
Outcome: We were pleased to find that the Remuneration Policy presented to the 2022 AGM reflected our feedback. It
proposed, for the first time, ESG performance criteria in the deferred variable remuneration of the CEO’s remuneration carrying
20% weight. The level of ex-ante disclosure was satisfactory, with fair transparency of the performance criteria and the subweights, targets, minimum vesting thresholds and maximum awards attached to each criterion. Given these positive steps inline with our requests, and our policy, at the 2022 AGM we supported Item 8. A requesting approval of the new Remuneration
Policy. This resolution received 91% support overall. We continue to engage with the company as we expect further
improvement on other aspects of the remuneration.
Koninklijke Philips NV – Vote against key strategic items
Activity: At the 2022 AGM, we voted against two items that proposed issuance of 10% of issued capital without preemptive
rights and without a specific objective (Items 5b and 6). Our policy sets a maximum limit of 5% of issued capital to avoid
excessive dilution of the value of shares held by existing shareholders. We also voted against Item 2.d ‘Approve Remuneration
Report’ because the supervisory board adjusted the performance outcomes of the short-term and long-term incentives for
unrealized revenues for 2021. The actual performance – before adjustment - was below the pay-out threshold whereas theadjustment allowed partial pay-out. This was therefore a significant decision. The company failed to provide a compellingVoting Report – 2022 - 10

rationale for the need to adjust the outcome, while Philips' performance was heavily impacted by a product recall, which
impacted its share price performance.
Outcome: The opposition rate to resolution 2.d was 79%, i.e., it was rejected by shareholders. However, in The Netherlands,
the ex-post vote on the remuneration report is only advisory and does not necessarily lead changes to payments. In light ofthis proposal being rejected (and a similar result for Dutch-listed Stellantis), the question of the need to make such votes
binding in this market is under discussion at the Dutch asset management association Eumedion, of which we are a member.
Telefonaktiebolaget LM Ericsson – Discharge of directors in relation to controversies
Activity: Ericsson issued press releases in October 2021 and March 2022 relating to breaches of the agreement with the U.S
Department of Justice (DoJ). These statements noted that the DoJ had notified the company that it had failed, as required, tohand over certain details mandated by the Deferred Prosecution Agreement. This breach raised serious concerns, especiallyas it was not a one-off breach. It was unclear whether the settlement made with the DoJ in 2019 covered more recent
allegations related to Iraq and therefore whether Ericsson could face additional potential fines from U.S authorities. In addition,
NASDAQ began investigating whether the company violated stock exchange rules in connection with information publishedwith regard to Iraq, which could also lead to fines. In such cases, where we have doubts or concerns about whether companies
are appropriately exercising the fiduciary duties of directors, we do not approve the discharge of board members.
Outcome: At the 2022 AGM, we voted against the discharge of directors who were on the board at the time of alleged
concerns (Items 8.3 a, b, c, d, e, f, g, h, I, j, k, l, n, r) on a precautionary basis approach and we will monitor the company’s
practices in the future. The voting results are not available for this AGM.
BBVA – Ensuring appropriate and sufficient Board skills
Activity: We met BBVA in December 2021 and December 2022, each time well ahead of the company’s AGM (in March ofeach year) to discuss key updates and identify areas for improvement before the company finalised its proposals and annual
reports. In December 2021, we had asked the company to adopt the practice of publicly disclosing a skills matrix showing
individual competencies of each Board director. Skills matrices help investors to better understand the composition of theboard, which skills are strong and which need to be reinforced. They are also a valuable tool for assessing the suitability ofcandidates proposed by the nomination committee for board elections.
Outcome: During our 2022 engagement meeting, the company demonstrated it had taken our recommendations on board.
It shared its draft corporate report and presented a skills matrix which now shows the competencies of board members on an
individual basis. This improves BBVA’s disclosure on corporate governance. We voted in favour of all three board members
proposed for election at the last AGM; they were all approved by more than 97% of votes cast.
SAP SE – Executive remuneration
Activity: During the 2022 AGM, we voted against the remuneration report presented by the company. The overall level ofdissent was 15%. The company’s 2022 remuneration report contained several features which did not align with our
expectations for good governance and our voting policy:- First, a portion of the long-term incentive plan was time-based, contrary to the principle that executive compensationplans should pay out in relation to good long-term performance.
- Disclosure on some key features of the remuneration package was poor. The targets for each performance criterion
under the Financial performance Share Units (FSUs) of Long-term incentive were not disclosed, inhibiting

Voting Report – 2022 - 11

shareholders’ ability to link the company’s performance with executive remuneration, and the stringency of the criteria
applied.
- Partial vesting at below-peer median performance levels under the relative TSR performance metric was possible,
which also goes against our goal of not allowing pay rewards to be made when performance is below the medianlevel of comparable peers.
- A total discretionary supplementary payment of €4.0 million was paid to the management board in 2021 based on2020 results, a practice we do not support.
Outcome: We engaged with the company following our vote. SAP SE will remove the time-based long-term component of
the policy. This improvement brought this feature into line with our expectations. The company also said that it will review the
KPI performance curve applied to short-term and long-term incentives. We will closely monitor whether it makes any
amendments for the next AGM and we will continue our dialogue with the company on other issues.
6.5 PROMOTION OF ENVIRONMENTAL AND SOCIAL DISCLOSURE
Where companies do not meet our expectations in relation to various environmental and social expectations, as set out in our
voting policy, we oppose management resolutions on the approval of financial statements, discharge of the board, or (re-)
election of directors (depending on the market). In 2022, we opposed 1,391 resolutions at 248 companies for thesereasons (55% related to our climate-related expectations, 24% related to our RBC policy, 13% related to our biodiversityrelated expectations and 7% linked to low ESG scores) – a substantial increase compared to 2021 (969 resolutions at 168
companies).
ESG topic
Responsible Business Conduct policy
Climate-related expectations
Biodiversity-related expectations
Low ESG score
Total

No. ofresolutions% of total7

338
770
187
96
1,391

24%
55%
13%
7%

No. ofcompanies’
meetings
41
140
52
15
248

% of companies’
meetings
17%
56%
21%
6%

6.6 DRIVING GOOD GOVERNANCE PRACTICE AROUND THE WORLD
We take part in a wide range of organisations to advance good governance practice around the world:

We are active in several investor networks focused on establishing strong corporate governance across markets. At
the International Corporate Governance Network (ICGN), our Global Head of Stewardship is a member of the board,as well as member of the ‘Human Capital’ and ‘GNIA’ (Global Network of Investor Associations) committees. We arealso actively involved with a range of UN PRI-organized corporate engagement and public policy workstreams, anactive member of Climate Action 100+, and a Global Network Initiative board member.



In Europe, our Global Head of Stewardship chairs the ‘Corporate Governance’ Committee of the French AssetManagement Association (AFG), is a member of the ‘Oversight committee’ of the Best Practice Principles (BPP) andof the ‘Grand prix jury of the general meetings’ in France. We also participate in the investment committee ofEumedion and our Head of Stewardship for Europe is a member of the Corporate Programme Advisory Group of theInstitutional Investors Group on Climate Change (IIGCC).

7 Figures may not sum to 100% due to rounding errors

Voting Report – 2022 - 12In the United States, we are a member of Ceres and the Council of Institutional Investors (CII), where our Global
Head of Stewardship chairs the International Corporate Governance Committee. Our Head of Stewardship for theAmericas is a member of CII’s Corporate Governance Advisory Council, Ceres’ Biodiversity Advisory Committee (partof Ceres Climate and Land Use Working Group), the Harvard Law School Institutional Investor Forum Advisory
Council and the steering committee of the Investor Alliance for Human Rights.

In the Asia Pacific region, we are a member of the Asian Corporate Governance Association (ACGA) and of the
ACGA’s working groups for Japan and China.

6.7. FOCUS ON SOLIDARITY INVESTMENTS
Through our solidarity funds, mainly distributed in the framework of employee saving schemes, BNP Paribas AM invests inand supports structures with a strong social impact in France. At the end of 2022, we supported 35 non-profit organisations,companies and microfinance funds through the investment of €166 million.
Link to the social performance report 8
We are committed to fully supporting our partners in our solidarity funds. Our support includes the following actions:

Being active shareholders: We invest through equity positions in 18 of our partners. As shareholders, we vote eachyear at general meetings. Resolutions are analysed and a discussion with the company is held if necessary, and wehave been elected to serve as members of four supervisory boards.

Overseeing and monitoring investees: Part of our role includes overseeing and monitoring closely the social
businesses in which we invest. We meet at least once a year face-to-face with management and make an on-site
visit every two years. During our annual review, financial, governance and social issues are discussed in-detail. In
2022, we continue to closely monitor and analyse the impact of the health and economic crisis on our partner
structures and provided them with the best possible support.

Reporting and transparency: We publish a report on social performance twice a year, which includes social
businesses’ performance against a list of customised indicators as well as a complete list of solidarity partners.

Link to the SDG brochure
Key figures for 2022
- AGMs voted on: 17- Of which by remote or physical presence: 9- Member of the Supervisory Board: 4- Meetings with management: 29

8 BNPP AM voting policy mentioned above does not apply to solidarity investments

Voting Report – 2022 - 13

APPENDIX 1. STATISTICS RELATED TO THE MANAGEMENT COMPANY
BNPP AM FRANCE
1. GEOGRAPHIC BREAKDOWN
In relation to the activities of Management Company BNPP-AM France, we voted at 789 general meetings9, mainly in Europe
and North America, representing slightly more than 90% of all possible votes.
Number of meetings
voted

Geographic
breakdown

Europe562

71%

North America

182

23%

APAC

40

5%

Others

5

1%

Total

789

100%

2. VOTING RESULTS
Within our voting scope, out of 789 general meetings voted,

We voted in favour of all items at 101 general meetings; andAt 688 general meetings (i.e., 87%), we voted against or abstained on at least one item.

Of 12,439 resolutions voted, 11,941 resolutions were submitted by companies and 498 by shareholders: We voted in line with the management proposals at 72% of the resolutions; and We voted against the management proposals at 28% of the resolutions.
3. OTHER POINTS
Cases where the portfolio management company considered that it could not comply with the principles set out inits ‘voting policy’ document.
We identified no conflicts with the principles of our voting policy.
Conflicts of interest that the portfolio management company has been required to handle when exercising the voting
rights attached to securities held by the AIFs that it manages.
We identified no conflicts of interest during this financial year.

9789 general meetings voted out of 1,144

Voting Report – 2022 - 14

APPENDIX 2: PROPOSALS ON ENVIRONMENTAL AND SOCIAL ISSUES
We consider environmentally focused proposals at AGMs to be ‘significant votes’. We therefore describe our rationale foreach of these votes, in line with the Shareholder Rights Directive II. As a responsible investor, we believe that ESG issues
may impact the value and reputation of entities in which we invest. We believe that exceeding 1.5°C of global warming above
pre-industrial levels will seriously affect humanity and the global economy. This, in turn, will affect the value of investments inthe long run. Therefore, we expect companies to provide full disclosure of their GHG emissions (scope 1, 2 and 3, whenappropriate), state their commitment to combat climate change and align with the aims of the Paris Agreement.
In 2022, BNPP AM voted on 141 environment and climate-related proposals, including 101 proposed by shareholders and 40
submitted by management. Of these, we supported the following 92 proposals (90%):

1. PROPOSALS SUBMITTED BY SHAREHOLDERS
1.1 PROPOSALS SUPPORTED BY BNPP AMENVIRONMENTAL PROPOSALS
Resolution submitted by BNPP AM

ENERGY TRANSITION

Resolution approved* Resolution supported by management

CLIMATE-RELATED LOBBYING
Company NameCountry

Meeting
Date

Proposal
Number

Proposal Text

% of votes
For

Honeywell International
Inc.
Santos LimitedUSA

25-apr-22

5Report on Climate Lobbying

40%

Australia

03-may-228cApprove Climate-related Lobbying

N/A

United Parcel Service,Inc.
Woodside Petroleum
Ltd.
Alphabet Inc.

USA

05-may-22

5Report on Corporate Climate Lobbying Aligned with Paris Agreement

34%

Australia

19-may-22

10cApprove Contingent Resolution - Climate-Related Lobbying

N/A

USA

01-jun-22

6Report on Climate Lobbying

20%

Tesla, Inc.

USA

04-aug-22

10Report on Corporate Climate Lobbying in line with Paris Agreement

35%

FedEx CorporationUSA

19-sept-22

9Report on Climate Lobbying

N/A

BHP Group Limited

Australia

10-nov-22

14

Approve Policy Advocacy

13%

BNPP AM’s Rationale:
We support resolutions that align with our commitments and expectations of companies on climate change. The information/action requested aligns with the Investor Expectations on Corporate Climate Lobbying, which we co-developed in 2018. This
includes ensuring that direct and indirect lobbying efforts support the goals of the Paris Agreement. We and other investors
will benefit from the requested information/action because it enables us to better assess the company’s climate and ESG
performance, and to make associated investment decisions.

Voting Report – 2022 - 15

APPROVE, ADOPT OR REPORT ON TRANSITION PLAN (SOC VOTE) AND/OR ASSOCIATED SCENARIOS, ANALYSIS OF IMPACTS
Company NameCountry

Meeting Date

The Bank of Nova
ScotiaRoyal Bank of
CanadaCanadian Imperial
Bank of Commerce
Bank of Montreal

Canada05-apr-22

Proposal
Number7

Canada07-apr-22

8

Canada07-apr-22

7

Canada13-apr-22

5

The TorontoDominion Bank
National Bank of
CanadaThe Goldman Sachs
Group, Inc.
Standard Chartered
Plc

Canada14-apr-22

6

Canada22-apr-22

4.2

USA

28-apr-22

6

United Kingdom

04-may-22

32

QBE InsuranceGroup Limited
Chevron Corporation
Amazon.com, Inc.
Exxon Mobil
Corporation
Exxon Mobil
Corporation
The Kansai ElectricPower Co., Inc.
The Kansai ElectricPower Co., Inc.
Sumitomo Mitsui
Financial Group, Inc.
Commonwealth Bank
of Australia
Campbell Soup
Company
Microsoft Corporation

Australia

05-may-22

6b

USA
USA
USA

25-may-22
25-may-22
25-may-22

6
5
8

USA

25-may-22

Japan

Westpac Banking
Corp.
Australia and New
Zealand Banking
Group Limited
National Australia
Bank Limited

Proposal Text
Adopt an annual advisory vote on its environmental and climate change action planand objectives
Adopt an annual advisory vote on its environmental and climate change action planand objectives
Adopt an annual advisory vote on its environmental and climate change action planand objectives
Adopt an annual advisory vote on its environmental and climate change action planand objectives
Adopt an annual advisory vote on its environmental and climate change action planand objectives
Adopt an annual advisory vote on its environmental and climate change action planand objectives
Adopt a Financing Policy Consistent with IEA's Net Zero Emissions by 2050 Scenario% of votes
For
N/A
21.5%
24.3%
N/A
N/A
23.6%
12.5%

Set, disclose and implement a strategy to manage its Fossil Fuel exposure inaccordance with a scenario in which global emissions reach net zero by 2050 andreport annually on progress under that strategy
Approve Climate Risk Management

11.8%

38.7%
9.1%
51.0%

7

Issue Audited Net-Zero Scenario Analysis Report
Report on Retirement Plan Options Aligned with Company Climate Goals
Report on Scenario Analysis Consistent with International Energy Agency's Net Zeroby 2050
Report on Low Carbon Business Planning

28-jun-22

20

Amend Articles to Realize Zero Carbon Emissions by 2050

N/A

Japan

28-jun-22

23

N/A

Japan

29-jun-22

4Australia

12-oct-22

5b

Amend Articles to Disclose Transition Plan through 2050 Aligned with Goals of Paris
Agreement
Amend Articles to Disclose Plan Outlining Company's Business Strategy to Align
Investments with Goals of Paris Agreement
Approve Climate Risk SafeguardingUSA

30-nov-22

6

8.8%

USA

13-dec-22

6

11.2%

Australia

14-dec-22

1bAssess and Report on the Company's Retirement Funds' Management of Systemic
Climate Risk
Assess and Report on the Company's Retirement Funds' Management of Systemic
Climate Risk
Approve Climate Risk Safeguarding

Australia

15-dec-22

6

Approve Climate Risk Safeguarding

N/A

Australia

16-dec-22

6b

Approve Climate Risk Safeguarding

N/A

19.2%

10.5%

N/A
N/A

N/A

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on climate change. The information/action requested aligns because it requests a high GHG emission company to develop and submit to a vote their transition
plans and/or reports charting their progress in implementing those plans, and to provide sufficient detail about the scenarios
and assumptions used, and on the analysis of their impacts on climate change. We and other investors will benefit from therequested information/action because it enables us to better assess the company’s delivery of emissions reductions in linewith the Paris agreement and to make associated investment decisions.

Voting Report – 2022 - 16

FOSSIL FUEL/PARIS-ALIGNED FINANCING, CAPITAL ALIGNMENT/RISK OF STRANDED ASSETS
Company NameCountry

Meeting Date

The Toronto-Dominion
Bank
Citigroup Inc.
Bank of America
Corporation
Wells Fargo &Company
Santos Limited
Santos Limited

Canada14-apr-22

Proposal
Number4

Proposal Text

USA
USA

26-apr-22
26-apr-22

86Adopt a Policy of Not Financing New Fossil Fuel Supply, Including Financing ofCompanies Exploring or Developing Undeveloped Oil and Gas Reserves
Adopt a Financing Policy Consistent with IEA's Net Zero Emissions by 2050 Scenario
Adopt Fossil Fuel Lending Policy Consistent with IEA's Net Zero 2050 ScenarioUSA

26-apr-22

9Adopt a Financing Policy Consistent with IEA's Net Zero Emissions by 2050 Scenario

16.1%

Australia
Australia

03-may-22
03-may-22

8d
8b

N/A
N/A

Dominion Energy, Inc.
JPMorgan Chase & Co.
The Hartford Financial
Services Group, Inc.
Woodside Petroleum
Ltd.
Woodside Petroleum
Ltd.
Chubb Limited

USA
USA
USA

11-may-22
17-may-22
18-may-22745Australia

19-may-22

10d

Approve Decommissioning
Amend the company's constitution to require the company to disclose information that
demonstrates how the company's capital allocation to oil and gas assets will align with ascenario in which global energy emissions reach net-zero by 2050, facilitating theefficient managing down of these assets.
Report on the Risk of Natural Gas Stranded Assets
Adopt Fossil Fuel Financing Policy Consistent with IEA's Net Zero 2050 Scenario
Adopt Policies to Ensure Underwriting Practices Do Not Support New Fossil FuelSupplies
Approve Contingent Resolution - Decommissioning

Australia

19-may-22

10b

Switzerland

19-may-22

14

The Travelers
Companies, Inc.
Morgan StanleyUSA

25-may-22

6USA

26-may-22

4Mitsubishi Corp.

Japan

24-jun-22

6Chubu Electric Power
Co., Inc.

Japan

28-jun-22

9

The Kansai ElectricPower Co., Inc.
The Kansai ElectricPower Co., Inc.

Japan

28-jun-22

30

Japan

28-jun-22

9

Amend the company's constitution and disclose information that demonstrates how thecompany's capital allocation to oil and gas assets will align with net-zero by 2050
Report on Efforts to Reduce GHG Emissions Associated with Underwriting, Insuring,and Investing
Adopt Underwriting Policies in Alignment with IEA's Net Zero 2050 Scenario
Adopt Fossil Fuel Lending and Underwriting Policy Consistent with IEA's Net Zero 2050
Scenario
Amend Articles to Disclose Evaluation concerning Consistency between Capital
Expenditures and Net Zero Greenhouse Gas Emissions by 2050 Commitment
Amend Articles to Require the company to report the result of an annual assessment on
how the assumptions, costs, projection and valuation of the Company's energy-related
assets will be affected by the 2050 Greenhouse Gas Emissions Net Zero Scenario.
Amend Articles to Ban Conclusion of Agreements to Purchase Coal Power Generated
Electricity
Amend Articles to Add Provisions Concerning Management Based on CSR (Withdrawal
from Coal-Fired Power Generation Business)% of votes
For
N/A
14.4%
11.0%

N/A
11.6%
9.9%
N/A
N/A
72.2%
14.3%
9.5%
N/A
N/A
N/A
N/A

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on climate change. The information/action requested does so because it requests a high GHG emission company to align its financing and capital expenditureswith the Paris goals and address any stranded asset risks and/or decommission fossil-fuel based assets. We and otherinvestors will benefit from the requested information/action because it enables us to better assess the company’s delivery ofemissions reductions in line with the Paris agreement and to make associated investment decisions.

Voting Report – 2022 - 17

GHG EMISSIONS DISCLOSURE OR TARGET SETTING
Company NameCountry

Meeting Date

Proposal Number

Proposal Text

% of votes
For
69.9%

Costco Wholesale
Corporation
Charter
Communications, Inc.
Valero Energy
Corporation
Berkshire Hathaway
Inc.
Enbridge Inc.

USA

20-jan-22

5Report on GHG Emissions Reduction Targets

USA

26-apr-22

6Disclose Climate Action Plan and GHG Emissions Reduction Targets

37.5%

USA

28-apr-22

4Disclose Climate Action Plan and GHG Emissions Reduction Targets

52.4%

USA

30-apr-22

4

Report on GHG Emissions Reduction Targets

26.8%

Canada04-may-22

4

N/A

United Parcel
Service, Inc.
ConocoPhillips
Phillips 66
Dominion Energy,
Inc.
Equinor ASA
Equinor ASA

USA

05-may-22

7Strengthen the Company's Net Zero Commitment with a Science-Based Net Zero
TargetAdopt Independently Verified Science-Based GHG Reduction Targets

29.3%

USA
USA
USA

10-may-22
11-may-22
11-may-22

756Report on GHG Emissions Reduction Targets
Adopt GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal
Adopt Medium Term Scope 3 GHG Emissions Reduction Target

45.0%
37.1%
15.8%

NorwayNorway11-may-22
11-may-22

12
11

2.0%
3.7%

BP Plc
JPMorgan Chase &Co.
US Foods Holding
Corp.
Royal Dutch Shell Plc
Chevron Corporation
Chevron Corporation
The Travelers
Companies, Inc.
Exxon Mobil
Corporation
Caterpillar Inc.
Brookfield AssetManagement Inc.
Monster Beverage
Corporation
The Kroger Co.
Mitsubishi Corp.

United Kingdom
USA12-may-22
17-may-22

24
9

USA

18-may-22

4Introduce a Climate Target Agenda and Emission Reduction Plan
Instruct Company to Set Short, Medium, and Long-Term Targets for Greenhouse
Gas (GHG) Emissions of the Companys Operations and the Use of Energy Products
Approve Shareholder Resolution on Climate Change Targets
Report on Absolute Targets for Financed GHG Emissions in Line with Net Zero
Commitments
Adopt Short, Medium, and Long-Term GHG Emissions Reduction Targets

United Kingdom
USA
USA
USA

24-may-22
25-may-22
25-may-22
25-may-22

21
7
5
5

USA

25-may-22

USA
CanadaDollar Tree, Inc.
AMERCOKLA Corporation

14.9%
16.9%
91.1%*
20.3%
2.0%
32.6%
56.3%

6

Request Shell to Set and Publish Targets for Greenhouse Gas (GHG) Emissions
Oversee and Report on Reliability of Methane Emission Disclosures
Adopt Medium and Long-Term GHG Emissions Reduction Targets
Report on Efforts to Measure, Disclose and Reduce GHG Emissions Associated with
Underwriting
Set GHG Emissions Reduction targets Consistent With Paris Agreement Goal

08-jun-22
10-jun-22

44Report on Long-Term Greenhouse Gas Targets Aligned with Paris Agreement
Set Emission Reduction Targets

4.5%
17.4%

USA

14-jun-22

4Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal

44.2%

USA
Japan

23-jun-22
24-jun-22

7
5

N/A
N/A

USA
USA
USA

30-jun-22
18-aug-22
02-nov-22

544Report on Efforts to Eliminate HFCs in Refrigeration and Reduce GHG Emissions
Amend Articles to Disclose Greenhouse Gas Emission Reduction Targets Alignedwith Goals of Paris Agreement
Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal
Adopt GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal
Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal

27.1%

N/A
18.9%
25.5%

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on climate change. The information/action requested aligns by asking the company to set GHG emissions reduction targets in line with the goals of the Paris
agreement. We and other investors will benefit from the requested information/action because it enables us to better assess
the company’s delivery of emissions reductions in line with the Paris agreement and its ESG performance, and to makeassociated investment decisions.

Voting Report – 2022 - 18

PHYSICAL RISK EXPOSURE
Company NameCountry

Alphabet Inc.

USA

MeetingDate01-jun-22

Proposal
Number7

Proposal Text
Report on Physical Risks of Climate Change% of votes
For
18%

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on climate change. The information/action requested aligns by requesting that the company measure and address the physical risks generated by climate change.
We and other investors will benefit from the requested information/action because it enables us to better assess the company’s
climate and ESG performance and to make associated investment decisions.
JUST TRANSITION
Company NameCountry

Marathon Petroleum Corporation

USA

MeetingDate27-apr-22

Proposal
Number9

Proposal Text
Report on Climate Strategy Consistent with ILO's "Just Transition Guidelines"% of votes
For
17%

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on equality and inclusive growth, andin relation to climate change. The information/action requested aligns with our commitments and expectations of companies
to deliver a 'just transition'. We and other investors will benefit from the requested information/action because it enables us tobetter assess the company’s ESG performance and to make associated investment decisions.
OTHER - CLIMATE CHANGE
Company NameCountry
Denmark

MeetingDate24-mar-22

Proposal
Number5bTopdanmark A/S
Berkshire Hathaway Inc.
United Parcel Service, Inc.

USA
USA

30-apr-22
05-may-22

38Comcast Corporation
The Kansai Electric Power Co., Inc.
BHP Group Limited

USA
Japan
Australia

01-jun-22
28-jun-22
10-nov-22

8
19
15

Proposal Text
Require that Topdanmark Join the International Investor Coalition Net Zero
Asset Owner Alliance
Report on Climate-Related Risks and Opportunities
Report on alignment of emissions reductions with carbon neutrality by 2050 anda 1.5 degree future
Report on Retirement Plan Options Aligned with Company Climate Goals
Amend Articles to Encourage Dispersed Renewable Energy
Approve Climate Accounting and Audit% of votes
For
4.9%
26.9%
11.7%
6.0%
N/A
18.8%

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on climate change. The information/action requested aligns with our commitments and expectations of companies to address their climate-related impacts andrisks. We and other investors will benefit from the requested information/action because it enables us to better assess thecompany’s climate and ESG performance, and to make associated investment decisions.

Voting Report – 2022 - 19

ENVIRONMENTAL SUSTAINALBILITY
PLASTIC
Company NameCountry

Metro Inc.
General Mills, Inc.

CanadaUSA

Meeting Date

Proposal Proposal Text
Number25-jan-228Propose an Action Plan to Achieve Zero Plastic Waste by 2030
27-sept-22
6Report on Absolute Plastic Packaging Use Reduction% of votes
For
N/A
56%

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on environmental sustainability. BNPPAM has a long-standing commitment on reducing Plastic Pollution, having endorsed the New Plastics Economy Global
Commitment, the EPR Statement for packaging Extended Producer Responsibility and the revised business statement callingfor a Global Treaty on Plastic Pollution. Plastic pollution is a global problem and generates significant negative impacts on ourenvironment, society and economy. Supporting this request for additional information on plastic pollution and how thecompany intends to meet its sustainability commitments while continuing to distribute single-use plastic shopping bags is
considered a positive contribution to tackling climate change and biodiversity loss, while generating social and economic
impacts. We and other investors will benefit from the requested information/action because it enables us to better assess thecompany’s ESG performance and to make associated investment decisions.
WATER
Company NameCountry

The Kraft Heinz Company
Alphabet Inc.
Tesla, Inc.

USA
USA
USA

Meeting
Proposal Proposal Text
Date
Number05-may-22
5Report on Metrics and Efforts to Reduce Water Related Risk
01-jun-22
8Report on Metrics and Efforts to Reduce Water Related Risk
04-aug-22
13
Report on Water Risk Exposure% of votes
For
7%
23%
36%

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on environmental sustainability. The
information/action requested is aligned because it asks the company to report on key environmental and/or social risks and/or
impacts. We and other investors will benefit from the requested information/action because it enables us to better assess thecompany’s ESG performance and to make associated investment decisions.
ENVIRONMENTAL AND COMMUNITY IMPACT
Company NameCountry

Rockwool International A/S

Denmark

Meeting
Proposal
Date
Number
06-Apr-22 9.d

Proposal Text
Assess Environmental and Community Impacts from Siting of Manufacturing
Facilities% of votes
For
N/A

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on environmental sustainability. The
information/action requested it would ensure the company's commitments with respect to protecting sacred sites andconducting exploration activity in licensed areas, as well as guarantee the company's compliance with relevant legislation.
We and other investors will benefit from the requested information/action because it enables us to better assess the company’s
ESG performance and to make associated investment decisions.

Voting Report – 2022 - 20

OTHER ENVIRONMENTAL ISSUES
Company NameCountry
CanadaMeetingDate25-janv-22

Proposal
Number9

Metro Inc.
Honeywell International Inc.

USA

25-apr-22

6

The Home Depot, Inc.

USA

19-may-22

9Proposal Text
Specify in a Code of Conduct the Corporation's Requirements with its Suppliers
the Commitments of the Preservation of Biodiversity
Report on the company’s due diligence process to identify and addressenvironmental and social risks related to emissions, spills, or discharges from
Honeywell’s operations and value chain.
Report on Efforts to Eliminate Deforestation in Supply Chain% of votes
For
N/A
23%
65%

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on environmental sustainability. The
information/action requested it would ensure the company's commitments with respect to protecting sacred sites andconducting exploration activity in licensed areas, as well as guarantee the company's compliance with relevant legislation.
We and other investors will benefit from the requested information/action because it enables us to better assess the company’s
ESG performance and to make associated investment decisions.
SOCIAL PROPOSALSEQUALITY AND INCLUSIVE GROWTH
In 2022, BNPP AM voted on 82 social proposals, all proposed by shareholders. Of these, we supported the following 81
proposals (99%). In this section, we provide a commentary on our rationale for supporting them. In a later section, we explain
why we abstained or voted against others.
GENDER, EQUALITY AND LABOR ISSUES
Company NameCountry

Meeting Date

Costco Wholesale Corporation
Apple Inc.
Starbucks Corporation

USA
USA
USA

20-jan-22
04-mar-22
16-mar-22

Proposal
Number6
10
5

Charter Communications, Inc.
Charter Communications, Inc.

USA
USA

26-apr-22
26-apr-22

7
8International Business Machines
Corporation
Toromont Industries Ltd.

USA

26-apr-22

6

Canada28-apr-22

5

Berkshire Hathaway Inc.

USA

30-apr-22

5Hennes & Mauritz AB
United Parcel Service, Inc.

SwedenUSA04-may-22
05-may-22

199Constellation Software Inc.
CVS Health Corporation
Onex Corporation

CanadaUSA
Canada05-may-22
11-may-22
12-may-22

575Chipotle Mexican Grill, Inc.

USA

18-may-22

7

NextEra Energy, Inc.

USA

19-may-22

5

Amazon.com, Inc.
Meta Platforms, Inc.

USA
USA

25-may-22
25-may-22

106Proposal Text
Report on Racial Justice and Food Equity
Report on Concealment Clauses
Report on Prevention of Harassment and Discrimination in the
Workplace
Adopt Policy to Annually Disclose EEO-1 Data
Report on Effectiveness of Diversity, Equity and Inclusion Efforts andMetrics
Report on Concealment Clauses
Report on Indigenous Community with Certified External IndigenousLed Standards of Practice
Report on Effectiveness of Diversity Equity and Inclusion Efforts andMetrics
Action by The Board in Respect of Workers in H&M Supply Chain
Report on Effectiveness of Diversity Equity and Inclusion Efforts andMetrics
SP: Report on Racial Diversity in the Workplace
Adopt a Policy on Paid Sick Leave for All Employees
Report on Indigenous Community with Certified External IndigenousLed Standards of Practice
Report on Effectiveness of Diversity Equity and Inclusion Efforts andMetrics
Report on Effectiveness of Diversity, Equity and Inclusion Efforts andMetrics
Report on Risks Associated with Use of Concealment Clauses
Report on Risks Associated with Use of Concealment Clauses% of votes
For
17.3%
50.0%
32.1%
45.5%
44.7%
64.7%
1.0%
26.2%
N/A
37.7%
62.8%
27.1%
16.6%
22.0%
N/A
24.9%
19.0%

Voting Report – 2022 - 21

Twitter, Inc.
Alphabet Inc.
Comcast Corporation

USA
USA
USA

25-may-22
01-jun-22
01-jun-22

5
107Walmart Inc.
SunRun Inc.
Digital Realty Trust, Inc.
The TJX Companies, Inc.
Activision Blizzard, Inc.
The Kansai Electric Power Co.,Inc.
Tesla, Inc.

USA
USA
USA
USA
USA
Japan

01-jun-22
02-jun-22
03-jun-22
07-jun-22
21-jun-22
28-jun-22

7
4
4
8
5
10

USA

04-aug-22

7

FedEx Corporation
Microsoft Corporation

USA
USA

19-sept-22
13-dec-22

85Report on Risks Associated with Use of Concealment Clauses
Report on Risks Associated with Use of Concealment Clauses
Conduct Audit and Report on Effectiveness of Sexual Harassment
Policies
Report on Alignment of Racial Justice Goals and Starting Wages
Report on Risks Associated with Use of Concealment Clauses
Report on Risks Associated with Use of Concealment Clauses
Adopt Paid Sick Leave Policy for All Associates
Report on Efforts Prevent Abuse, Harassment, and Discrimination
Amend Articles to Add Provisions Concerning Management Based on
CSR (Gender Diversity)
Report on Efforts to Prevent Harassment and Discrimination in the
Workplace
Report on Racism in Corporate Culture
Report on Hiring of Persons with Arrest or Incarceration Records

69.3%
12.4%
22.3%
15.0%
2.5%
45.6%
33.8%
N/A
N/A
47.4%
12.8%
10.9%

BNPP AM’s Rationale
BNPP AM is committed to advance diversity, equality and inclusion. BNPP AM uses its proxy voting policy and votes toimprove equality, through wage equality, professional promotion, training, skills development and other issues. It also supports
efforts to promote diversity among professional roles and improve the representations of women on Boards, to realise shared
governance. BNPP AM is also committed to addressing human rights in the supply chain and the rights of local communities
and indigenous peoples.
HUMAN RIGHTS IN THE SUPPLY CHAIN AND AMONG LOCAL COMMUNITIES AND INDIGENOUS PEOPLE
Company NameCountry
USA
USA
USA
CanadaMeetingDate04-mar-22
04-mar-22
09-mar-22
07-apr-22

Proposal
Number7
9
6
5Apple Inc.
Apple Inc.
The Walt Disney Company
Royal Bank of Canada
SVB Financial Group
Citigroup Inc.
Wells Fargo & Company
Wells Fargo & Company
Johnson & Johnson
Hennes & Mauritz AB
Loblaw Companies Limited
Loblaw Companies Limited
Waste Management, Inc.
American Water Works Company, Inc.
Intel Corporation
Republic Services, Inc.
Republic Services, Inc.
The Hershey Company
Chipotle Mexican Grill, Inc.
Anthem, Inc.
Mondelez International, Inc.
The Home Depot, Inc.
Chevron Corporation
Amazon.com, Inc.

USA
USA
USA
USA
USA
SwedenCanadaCanada
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA

21-apr-22
26-apr-22
26-apr-22
26-apr-22
28-apr-22
04-may-22
05-may-22
05-may-22
10-may-22
11-may-22
12-may-22
16-may-22
16-may-22
17-may-22
18-may-22
18-may-22
18-may-22
19-may-22
25-may-22
25-may-22

4
7
8
10
7
21
4
5
4
5
6
5
6
4
6
6
4
10
9
6

Amazon.com, Inc.

USA

25-may-22

13

Amazon.com, Inc.

USA

25-may-22

19

The Travelers Companies, Inc.
Meta Platforms, Inc.
Stericycle, Inc.
McDonald's Corporation
Lowe's Companies, Inc.

USA
USA
USA
USA
USA

25-may-22
25-may-22
26-may-22
26-may-22
27-may-22

7
10
5
8
9

Proposal Text
Report on Forced Labor
Report on Civil Rights Audit
Report on Human Rights Due Diligence
SP 2: Assess and Mitigate the Human Rights and Reputational Risks Involved in
the Financing of Housing
Report on Third-Party Racial Justice Audit
Report on Respecting Indigenous Peoples' Rights
Report on Respecting Indigenous Peoples' Rights
Oversee and Report a Racial Equity Audit
Oversee and Report a Racial Equity Audit
Report on Prevention on Indirect Purchasing of Goods and Use of Forced Labor
SP 1: Report on Actual and Potential Human Rights Impacts on Migrant Workers
SP 2: Publish Annually a Summary of the Company's Supplier Audits Results
Report on Civil Rights Audit
Report on Third-Party Racial Equity Audit
Report on Third-Party Civil Rights Audit
Report on Third-Party Environmental Justice Audit
Report on Third-Party Civil Rights Audit
Report on Eradication of Child Labor in Cocoa Production
Oversee and Report a Racial Equity Audit
Oversee and Report a Racial Equity Audit
Oversee and Report on a Racial Equity Audit
Oversee and Report a Racial Equity Audit
Oversee and Report a Racial Equity Audit
Commission Third Party Report Assessing Company's Human Rights Due
Diligence Process
Report on Protecting the Rights of Freedom of Association and Collective
Bargaining
Commission Third Party Study and Report on Risks Associated with Use of
Recognition
Oversee and Report a Racial Equity Audit
Publish Third Party Human Rights Impact Assessment
Report on Third-Party Civil Rights Audit
Report on Third-Party Civil Rights Audit
Report on Risks from Company Vendors that Misclassify Employees as
Independent Contractors% of votes
For
33.7%
53.6%
40.0%
21.7%
34.9%
35.7%
26.7%
36.8%
62.6%
N/A
11.9%
33.6%
55.5%
49.5%
19.0%
36.1%
39.2%
8.0%
36.7%
41.2%
48.6%
62.8%
47.5%
40.3%
38.9%
40.7%
47.8%
23.8%
60.6%
56.3%
35.7%

Voting Report – 2022 - 22

Alphabet Inc.
Alphabet Inc.

USA
USA

01-jun-22
01-jun-22913Alphabet Inc.

USA

01-jun-22

16

Comcast Corporation
The TJX Companies, Inc.
The TJX Companies, Inc.

USA
USA
USA

01-jun-22
07-jun-22
07-jun-22

556Dollarama Inc.
Salesforce, Inc.
General Motors Company
The Kroger Co.
Tesla, Inc.

Canada
USA
USA
USA
USA

08-jun-22
09-jun-22
13-jun-22
23-jun-22
04-aug-22

4
7
6
6
11

Tesla, Inc.
Sysco Corporation
Sysco Corporation

USA
USA
USA

04-aug-22
18-nov-22
18-nov-22

12
4
5

Oversee and Report a Third-Party Racial Equity Audit
Report on Risks of Doing Business in Countries with Significant Human Rights
Concerns
Commission Third Party Assessment of Company's Management of
Misinformation and Disinformation Across Platforms
Oversee and Report a Racial Equity Audit
Report on Assessing Due Diligence on Human Rights in Supply Chain
Report on Risks from Company Vendors that Misclassify Employees as
Independent Contractors
SP 1: Freedom of Association
Oversee and Report a Racial Equity Audit
Report on the Use of Child Labor in Connection with Electric Vehicles
Report on Human Rights and Protection of Farmworkers
Adopt a Policy on Respecting Rights to Freedom of Association and Collective
Bargaining
Report on Eradicating Child Labor in Battery Supply Chain
Report on Third-Party Civil Rights Audit
Commission Third Party Report Assessing Company's Supply Chain Risks

22.6%
17.3%
23.4%
18.3%
24.6%
31.8%
17.8%
33.9%
23.5%
N/A
35.8%
11.8%
N/A
18.7%

BNPP AM’s Rationale
BNPP AM has committed to respect and promote human rights. We consider the potential human rights impact of the activities
carried out by the companies we invest in and we ensure that those companies have set up the necessary processes to avoid
these serious impacts.
REMUNERATION-RELATED PROPOSALS
Company NameCountry
USA
USA
USA
USA
USA
USA

MeetingDate04-mar-22
09-mar-22
27-apr-22
25-may-22
27-may-22
09-jun-22

Proposal
Number
8
7
5
17
5
5

Apple Inc.
The Walt Disney Company
Cigna Corporation
Amazon.com, Inc.
Lowe's Companies, Inc.
Booking Holdings Inc.
The Kansai Electric Power Co., Inc.

Japan

28-jun-2224

Proposal Text
Report on Median Gender/Racial Pay Gap
Report on Gender/Racial Pay Gap
Report on Gender Pay Gap
Report on Median Gender/Racial Pay Gap
Report on Median Gender/Racial Pay Gap
Report on Climate Change Performance Metrics Into Executive Compensation
Program
Amend Articles to Introduce Executive Compensation System Linked to ESG
Factors% of votes
For
33.6%
60.0%
33.2%
28.8%
58.0%
15.5%
N/A

BNPP AM’s Rationale
BNPP AM takes its moral and legal responsibilities on equal pay seriously and engages regularly with companies to ensurethat remuneration related proposals are fair and gender neutral. It also uses its voting rights to advance equal pay.

Voting Report – 2022 - 23

1.2 PROPOSALS WE VOTED AGAINSTWe voted against only one environmental proposal
Company NameCountry

Equinor ASA

NorwayMeeting
Date
11-May-22

Proposal
Number18

Proposal Text
Instruct Company to Divest all International Operations, First Within Renewable
Energy, then Within Petroleum Production% of votes
For
0.2%

BNPP AM’s Rationale
We voted against this shareholder proposal because we considered it too prescriptive.
1.3 PROPOSALS ON WHICH WE ABSTAINEDWe abstained on eight environmental proposals and on only one social proposal.
Environmental proposals
Company NameCountry
NorwayMeetingDate11-may-22

Proposal
Number14

Equinor ASA
Equinor ASA

Norway11-may-22

15

Equinor ASA

Norway11-may-22

16

Equinor ASA

Norway11-may-22

17

Chubb Limited

Switzerland

19-may-22

13

Chubu Electric Power Co., Inc.
The Kansai Electric Power Co., Inc.

Japan
Japan

28-jun-22
28-jun-22

85Sumitomo Mitsui Financial Group,
Inc.

Japan

29-jun-22

5Company NameCountry

Exelon Corporation

USA

MeetingDate26-apr-22

Proposal
Number4

Proposal Text
Instruct Company to Stop all Oil and Gas Exploration in the Norwegian Sectorof the Barents Sea
Instruct Company to Stop all Exploration Activity and Test Drilling for Fossil
Energy Resources
Increase Investments in Renewable Energy, Stop New Exploration in Barents
Sea, Discontinue International Activities and Develop a Plan for Gradual
Closure of the Oil Industry
Instruct Board to Present a Strategy for Real Business Transformation to
Sustainable Energy Production
Adopt and Disclose Policies to Ensure Underwriting Does Not Support New
Fossil Fuel Supplies
Amend Articles to Introduce Provisions concerning Renewable Energy
Amend Articles to Add Provision that Utility will Operate to Promote Nuclear
Phase-Out, Decarbonization and Renewal Energy
Amend Articles to Disclose Measures to be Taken to Make Sure that theCompany's Lending and Underwriting are not Used for Expansion of Fossil
Fuel Supply or Associated Infrastructure% of votes
For
0.5%
0.2%
0.3%
0.4%
19.4%
N/A
N/A
N/A

Social proposal
Proposal Text
Report on Use of Child Labor in Supply Chain% of votes
For
N/A

BNPP AM’s rationales:
Exelon Corporation: We abstained on this proposal because the proposal appeared to be directed against the developmentof EVs. The Board stated that the company does not manufacture nor control the cobalt supply lines for such batteries andthat the proponent’s concerns related to the supply chain issue associated with cobalt mining are outside of the company’scontrol and primary business focus.
Equinor ASA: We abstained on the four shareholder proposals that we considered too prescriptive.
Chubb Limited: Although we aim to encourage companies in all sectors to improve transparency on how they will tackle
climate change and adopt an ambition to align with Net Zero by 2050, which is why we supported the shareholder proposal

Voting Report – 2022 - 24

made in item 14 (“issue a report”), the proposal made in item 13 was deemed too prescriptive as it advocates for the adoptionof policies which falls within the scope of management decisions. Thus, we did not support this shareholder proposal.
Chubu Electric Power Co., Inc: We decided to abstain on this proposal that we considered too prescriptive. Moreover, weconsider it is the management and board responsibilities to implement the goal of renewables development.
The Kansai Electric Power Co., Inc: We decided to abstain on this proposal because we agreed with the promotion of
decarbonisation and renewable energy but not on the denuclearization.
Sumitomo Mitsui Financial Group, Inc.: We decided to abstain on this proposal as, while the spirit of the proposal (alignfinancing with the goals of the Paris agreement) is relevant, the wording related to the systematic limitation of the use ofproceeds is too vague and overly prescriptive (e.g., "associated infrastructure"). It seems unrealistic considering such alimitation of the use of proceeds would be extremely difficult to implement, for instance in relation to "general purpose" loans.
As such, the content does not warrant support and does not seem to be allowed by the by-laws.

2. PROPOSALS SUBMITTED BY COMPANIES: SAY-ON-CLIMATEPROPOSALS
A notable trend is the emergence of ‘Say-on-Climate’ proposals, a type of resolution proactively tabled by the management
designed to offer a shareholder vote on the company’s climate strategy and/or report.
The number of climate-related management proposals has almost doubled in 2022, with 46 resolutions in total, mostly inEurope. In 2022, we voted on 40 Say-on-Climate proposals that fell within our voting scope versus 21 in the previous year.
Having strengthened our Governance and Voting policy in 2022, we introduced criteria to assess these proposals. We set
precise expectations with regard to companies’ climate action plans. These included the commitment to achieve net-zero
GHG emissions by 2050 or sooner, in line with global efforts to limit warming to 1.5°C. This led to increasing our overall
opposition rate10 on such proposals substantially, from 21% in 2021 to 79% in 2022.
BNPP AM votes on management climate-related
resolutions, 2021 and 2022
100%
71%

80%
56%

60%
40%
20%

19%

23%
10%

21%

0%
AgainstAbstain2021

10 Against and abstain votes.

2022

For

Voting Report – 2022 - 25

2.1 ZOOM ON VOTES FOR
We voted in favour of only 8 Say-on-Climate proposals in 2022 that met our newly strengthened criteria:- Disclosure of relevant GHG emissions linked to its activities (scopes 1, 2, and 3 as appropriate) in absolute terms;- Ambition to achieve net-zero GHG emissions by 2050 or sooner, in line with global efforts to limit warming to 1.5
degrees Celsius;- Short and medium targets to achieve net-zero GHG emissions by 2050 or sooner that address, by priority, the most
relevant scope of emissions;- Task Force on Climate-Related Financial Disclosures (TCFD) aligned reporting;- Better relative performance and climate trajectory than comparable peers.
Company NameCountry

Meeting Date

Proposal
Number

Proposal Text

Dissent
Level

Aena S.M.E. SA

Spain

31-mars-22

12

5.6%

Atlantia SpA

Italy

29-apr.-22

5Advisory Vote on Company's 2021 Updated Report on Climate Action
Plan
Approve Climate Transition Plan

Aviva Plc

United Kingdom 9-may-22

3

Approve Climate-Related Financial Disclosure

2.1%

Canadian National Railway Company

Canada20-may-22

4Management Advisory Vote on Climate Change

1.5%Electricite de France SA

France12-may-22

13

Approve Company's Climate Transition Plan (Advisory)

0.1%

Icade SAFrance22-apr.-22

16

Approve Company's Climate Transition Plan

0.7%

TotalEnergies SE

France25-may-22

16

Approve Company's Sustainability and Climate Transition Plan

11.1%

UBS Group AG

Switzerland

6-apr.-22

3

Approve Climate Action Plan

22.3%

1.5%

Examples of BNPP AM rationales:
Atlantia SpA (Industrials): The company has adopted a Net Zero ambition by 2040, covering all scopes of its activities. At
the date of its AGM, it had shown material progress on delivering against its Scopes 1 and 2 reduction targets, also set at themid- and long-term horizons. Although the company still had to disclose Scope 3 reduction targets for the short- and midterms, this was mitigated by its public commitment to submit it to SBTi by end-2022, to be monitored closely.
Icade SA (Real Estate): The company has adopted a Net Zero ambition by 2050, disclosed its GHG emissions in absoluteterms (incl. Scope 3), set intermediary reduction targets at short-, mid- and long-term horizons aligning with the objective toreach a 1.5°C scenario, and consistently reports against the TCFD recommendations. At the date of its AGM, we noted thatthe company had not yet validated its targets through SBTi, and decided to monitor progress on this point.
TotalEnergies SE (Energy): The company has brought material improvements to its climate strategy since its 2021 AGM,
showing a better climate trajectory than its comparable peers. The company has adopted Net Zero by 2050 ambition covering
Scope 3 emissions, discloses its GHG emissions on all scopes, as well as intermediary targets in absolute terms. Based on
the Transition Pathway Initiative assessment, at the date of its 2022 AGM, the company was better positioned than most of
its European peers towards a 1.5°C scenario. Although the company still had to release a Scope 3 reduction target in the
short-term, this was mitigated by its public commitment to do so in the upcoming months.

Voting Report – 2022 - 26

2.2 ZOOM ON ABSTAIN VOTESWe abstained on climate-related management proposals at 9 companies.
The Say-on-Climate proposals on which we decided to abstain generally included some of the key positive features in theabove list (see the “Votes for and rationales ” section), while lacking others. Abstaining on such proposals is a way for BNPPAM to acknowledge that the company’s climate plan is going in the right direction while pointing at the key features that it isstill missing to be fully credible. This choice was also guided by the consideration of relative performance against peers, interms of climate trajectory but also additional factors deemed material for the business (e.g., development of renewable energy
capacities in the Utilities sectors) or public announcements made by the company regarding upcoming improvements to its
climate plan, including the adoption of new GHG emissions reduction targets.
Company NameCountry

Meeting
Date18-May-22

Proposal
Number21

Proposal Text

Amundi SA

FranceAnglo American Plc

Approve Company's Climate Transition Plan

2.3%

19-Apr-22

19

Approve Climate Change Report

5.8%

Carmila SA

UnitedKingdom
France12-May-22

13

Approve Company's Climate Transition Plan

2.0%

ENGIE SAFrance21-Apr-22

15

Approve Company's Climate Transition Plan

3.3%

Ferrovial SA

Spain

06-Apr-22

10Advisory Vote on Company's Greenhouse Gas Emissions Reduction Plan

7.5%

Holcim Ltd.

Switzerland

04-May-22

6

Approve Climate Report

10.1%

London Stock ExchangeGroup Plc
NatWest Group Plc

UnitedKingdom
UnitedKingdom
UnitedKingdom

27-Apr-22

4

Approve Climate Transition Plan

1.4%

28-Apr-22

28

Approve Climate Strategy

7.4%

24-May-22

20

Approve the Shell Energy Transition Progress Update

20.1%

Royal Dutch Shell Plc

Dissent Level

Examples of BNPP AM rationale:
AngloAmerican Plc (Materials): We did not vote in favour, considering the company has set partial Scope 3 reduction targets
and no SBTi validated targets. However, we did not oppose as the company showed a good relative positioning compared toits peers, with ambitious commitments set in 2021 to have eight sites carbon neutral by 2030 and to achieve carbon neutrality
on Scopes 1 and 2 by 2040. Moreover, the company has set the ambition to achieve 50% reduction of Scope 3 by 2040.
Engie SA (Utilities): We did not vote in favour, considering the company is in the Utilities sector – which is key to the climatetransition – and has publicly stated that it would align its climate commitments with a well-below 2°C (rather than 1.5°C).
However, we did not oppose as the company has well committed to a Net Zero ambition covering all scopes of emissions –at a more stringent horizon than 2050 (2045) – and set itself a strong target in terms of renewable production capacity
development (80GW by 2030 vs. 34.4GW in 2021). Further progress needs to be encouraged on the Climate Transition Plan.
London Stock Exchange Group Plc (Financials): We did not vote in favour, considering the lack of short-term reduction
targets on all scopes (2025 horizon) and a partial Scope 3 reduction target by 2030 that may not include all relevant Scope 3
emissions sources for the company (e.g. outsourced data centres). However, we did not oppose as the company has
committed to reach Net Zero by 2040 (on all scopes of emissions) and set SBTi validated interim targets for 2030.
Royal Dutch Shell Plc (Energy): We did not vote in favour, considering the company’s climate trajectory that remains above
2°C according to the Transition Pathway Initiative and the lack of a Scope 3 GHG emissions reduction target (aggregated
reduction targets for all scopes and expressed in intensity). However, we did not oppose as the company recently improved
its climate plan through new commitments taken in October 2021 and satisfied external stakeholders’ request to set absolute
reduction targets (-50% of GHG emissions on Scopes 1 and 2 by 2030).

Voting Report – 2022 - 27

2.3 ZOOM ON VOTES AGAINSTWe voted against climate-related management proposals at 22 companies.
In 2022, we voted against a significant portion of Say-on-climate proposals given the premature character of climate plans
submitted to a shareholder vote. In some cases, such plans did not even rely on a corporate commitment to achieve net-zero
GHG emissions by 2050 or sooner, or when it did, this ambition did not cover all GHG emissions directly or indirectly generated
by its activities. In many cases, climate plans lacked intermediary reduction targets covering the short (2025) and medium
terms (2030) or these targets were partially covering GHG emissions, often excluding Scope 3. We were particularly attentive
to climate plans lacking Scope 3 GHG emissions disclosure and/or reduction targets when the company operated in a sectorof activity deemed particularly at risk for climate, and Scope 3 represented the larger source of its GHG emissions.
Company NameCountry

Proposal
Number2

Proposal Text

Australia

Meeting
Date
19-Oct-22

APA Group
Barclays Plc

Dissent Level

Approve Climate Transition Plan

20.6%

United Kingdom

04-May-22

26

Approve Barclays' Climate Strategy, Targets and Progress 2022

19.2%

BP PlcUnited Kingdom

12-May-22

3

Approve Net Zero - From Ambition to Action Report

11.5%

Canadian Pacific Railway
LimitedCarrefour SA

Canada27-Apr-22

4

Management Advisory Vote on Climate Change

13.1%

France03-Jun-22

13

Approve Company's Climate Transition Plan

12.6%

Elis SAFrance19-May-22

16

Approve the Company's Commitment to define its Climate Transition Plan

4.5%

Equinor ASA

Norway11-May-22

10

Approve Company's Energy Transition Plan (Advisory Vote)

3.4%

Getlink SE

France27-Apr-22

26

Approve Company's Climate Transition Plan (Advisory)

2.7%

Kingspan Group Plc

Ireland29-Apr-22

5

Approve Planet Passionate Report

3.9%

M&G Plc

United Kingdom

25-May-22

15

Approve Climate Transition Plan and Climate-Related Financial Disclosure

20.4%

Mercialys SA

France28-Apr-22

19

Approve Company's Climate Transition Plan

18.9%

National Grid Plc

United Kingdom

11-Jul-22

19

Approve Climate Transition Plan

1.6%

Nexity SA

France18-May-22

19

Approve Company's Biodiversity and Climate Transition Plan

12.1%

Repsol SA

Spain

05-May-22

17

Advisory Vote on Company's Climate Strategy

17.0%

Rio Tinto Limited

Australia

05-May-22

17

Approve Climate Action Plan

15.7%

Rio Tinto Plc

United Kingdom

08-Apr-22

17

Approve Climate Action Plan

15.7%

Santos Limited

Australia

03-May-22

4

Approve Advisory Vote on Climate Change

36.9%South32 Ltd.

Australia

27-Oct-22

5

Approve Advisory Vote on Climate Change Action Plan

10.4%

SSE Plc

United Kingdom

21-Jul-22

21

Approve Net Zero Transition Report

1.1%

Standard Chartered Plc

United Kingdom

04-May-22

31

Approve Net Zero Pathway

17.0%

United Utilities Group Plc

United Kingdom

22-Jul-22

16

Approve Climate-Related Financial Disclosures

19.4%

Woodside Petroleum Ltd.

Australia

19-May-22

9

Approve Climate Report

49.0%

Examples of BNPP AM rationales:
APA Group (Utilities): The company operates in the Oil & Gas sector and did not disclose its Scope 3 GHG emissions forthe last fiscal year. It is unclear if the company is going to release it in the short-term. Moreover, the company’s Net Zeroambitions does not cover Scope 3 GHG emissions and it has not set Scope 3 reduction targets at any term, while this is asignificant source of total emissions. While the company indicates that it will be working on Scope 3 targets in conjunction
with its next Climate Transition Plan in 2025, 2025 is a far too late horizon for the development of such targets.

Voting Report – 2022 - 28

Carrefour SA (Consumer Staples): The company did not disclose its absolute Scope 3 GHG emissions and has not adopted
a Net Zero ambition covering Scope 3 emissions. In accordance, the company has not yet set a Scope 3 reduction target in
the mid-term. We considered this climate plan was not mature enough to warrant our support.
Santos Ltd. (Energy): The company’s Net Zero ambition does not cover Scope 3 emissions and has not set any Scope 3
reduction target at any time horizon. Moreover, it has not set any Scope 1 and 2 reduction targets in the short-term (before2030) while operating in the sensitive sector of Oil & Gas exploration and production.
South32 Ltd. (Materials): Although the company has adopted a Net Zero ambition by 2050, it has not set any short-term
GHG emissions reduction targets, nor Scope 3 reduction targets including in the mid-term (e.g. 2035 as it did on Scope 1-2)
while it operates in the Metals and mining industry and this represents the larger source of its emissions.
Woodside Petroleum Ltd. (Energy): The company has not set any Scope 3 reduction targets, at any time horizon, and its
current climate trajectory is well above 2°C according to the Transition Pathway Initiative.

Voting Report – 2022 - 29

APPENDIX 3. LIST OF ENGAGEMENTS IN 2022
IssuerCountry

IssuerCountry

3M CO

United States of America

ASTRAZENECA PLC

United Kingdom

A2A SPA

Italy

ATLANTIA SPA

Italy

AAREAL BANK AG

Germany

ATOS SEFranceABN AMRO BANK NV

Netherlands

AUSTRALIA (COMMONWEALTH OF)

Australia

ABU DHABI COMMERCIAL BANK PJSC

United Arab Emirates

AUSTRIA (REPUBLIC OF)

Austria

ACTIVISION BLIZZARD INC

United States of America

AVERY DENNISON CORPORATION

United States of America

ADIDAS AG

Germany

AXA SA

FranceADOBE INC

United States of America

BANCA MEDIOLANUM SPA

Italy

AEDIFICA SA

Belgium

BANCA MONTE DEI PASCHI DI SIENA SPA

Italy

AEROPORTS DE PARIS SAFranceBANCO BILBAO VIZCAYA ARGENTARIA SA

Spain

AIA GROUP LTD

Hong Kong

BANCO BTG PACTUAL SA

BrazilAIB GROUP PLC

Ireland

BANCO PAN SA

BrazilAIR PRODUCTS AND CHEMICALS INC

United States of America

BANCO SANTANDER SA

Spain

AIRBUS SE

Netherlands

BANK OF AMERICA CORP

United States of America

AKZO NOBEL NV

Netherlands

BARCLAYS PLC

United Kingdom

ALIBABA GROUP HOLDING LTD

China

BASF SE

Germany

ALLIANZ SE

Germany

BASQUE AUTONOMOUS COMMUNITY OF

Spain

ALPHABET INC

United States of America

BAYER AG

Germany

ALSTOM SA

FranceBAYERISCHE MOTOREN WERKE AG

Germany

AMADEUS FIRE AG

Germany

BAYERNLB HOLDING AG

Germany

AMAZON.COM INC

United States of America

BEFESA SA

Luxembourg

AMERICAN EAGLE OUTFITTERS INC

United States of America

BELGIUM KINGDOM OF (GOVERNMENT)

Belgium

AMUNDI SA

FranceBENETEAU SA

FranceANDALUCIA AUTONOMOUS COMMUNITY

Spain

BFF BANK SPA

Italy

ANEKA TAMBANG TBK PT

Indonesia

BNP PARIBAS SA

FranceANGLO AMERICAN PLC

United Kingdom

BOLIDEN AB

SwedenANTOFAGASTA PLC

United Kingdom

BOUYGUES SA

FranceAON PLC

Ireland

BPCE SAFranceAPERAM SA

Luxembourg

BRASKEM SA

BrazilAPPLE INC

United States of America

BRISTOL-MYERS SQUIBB CO

United States of America

APPLUS SERVICES SA

Spain

BUNGE LTD

United States of America

ARCELORMITTAL SA

Luxembourg

CAISSE DE REFINANCEMENT DE L HABITATFrance

ARCHER DANIELS MIDLAND CO

United States of America

CANADA (GOVERNMENT OF)

CanadaARDAGH GROUP SA

Luxembourg

CANCOM SE

Germany

ARGENX SE

Netherlands

CAPGEMINI SE

France

ARKEMA SA

FranceCAPITAL ONE FINANCIAL CORPORATION

United States of America

ARNOLDO MONDADORI EDITORE SPA

Italy

CARBIOS SA

FranceASML HOLDING NV

Netherlands

CARREFOUR SA

FranceASR NEDERLAND NV

Netherlands

CBOE GLOBAL MARKETS INC

United States of America

ASSICURAZIONI GENERALI SPA

Italy

CHEVRON CORP

United States of America

IssuerCountry

IssuerCountryVoting Report – 2022 - 30

CHINA MENGNIU DAIRY CO LTD

Hong Kong

EDENRED

FranceCHINA YANGTZE POWER CO LTD

China

EIFFAGE SA

FranceCHR HANSEN A/S

Denmark

ELECTRICITE DE FRANCE SA

FranceCHUBU ELECTRIC POWER COMPANY INC

Japan

EMERGENT BIOSOLUTIONS INC

United States of America

CK HUTCHISON INTERNATIONAL (16) LTD

Cayman Islands

EMIRATES NBD BANK PJSC

United Arab Emirates

CLP HOLDINGS LTD

Hong Kong

EMMI AG

Switzerland

COLUMBIA SPORTSWEAR COMPANY

United States of America

ENCE ENERGIA Y CELULOSA SA

Spain

COMPAGNIE DE SAINT GOBAIN SAFranceENEL SPA

Italy

COMPAGNIE FINANCIERE RICHEMONT SA Switzerland

ENGIE SAFranceCOMPAGNIE GENERALE DESETABLISSEMENTS MICHELIN SCACOMPAGNIE PLASTIC OMNIUM SE

FranceENI SPA

Italy

FranceENTEGRIS INC

United States of America

CONTINENTAL AG

Germany

ERICSSON SPA

SwedenCOPART INC.

United States of America

ESSILORLUXOTTICA SA

FranceCORTEVA INC

United States of America

ESSITY AB (PUBL)

SwedenCOSTCO WHOLESALE CORPORATION

United States of America

EUGLENA CO LTDJapanCOVESTRO AG

Germany

EVONIK INDUSTRIES AG

Germany

COVIVIO SA

FranceEXXON MOBIL CORP

United States of America

CRANSWICK PLC

United Kingdom

FAGRON NV

Belgium

CREDIT AGRICOLE SA

FranceFINECOBANK BANCA FINECO SPA

Italy

CREDIT SUISSE GROUP AG

Switzerland

FLUIDRA SASpain

CRH PLC

Ireland

GECINA SA

FranceCTP NV

Netherlands

GENERAC POWER SYSTEMS INC

United States of America

CYBERARK SOFTWARE LTD

IsraelGENERAL ELECTRIC CO

United States of America

DANONE SA

FranceGENERAL MILLS INC

United States of America

DASSAULT SYSTEMESFranceGENERAL MOTORS CO

United States of America

DATADOG INC

United States of America

GEORG FISCHER AG

Switzerland

DBS GROUP HOLDINGS LTD

Singapore

GLANBIA PLC

Ireland

DELTA AIR LINES INC

United States of America

GLENCORE PLC

Switzerland

DEMIRE DEUTSCHE MITTELSTAND REALESTATE AG
DENMARK KINGDOM OF (GOVERNMENT)

Germany

India

Denmark

GMR HYDERABAD INTERNATIONAL AIRPORTLTDGOLDMAN SACHS GROUP INC/THE

DERICHEBOURG SA

FranceGRAND CITY PROPERTIES SA

Luxembourg

DEUTSCHE BOERSE AG

Germany

GRAY TELEVISION INC

United States of America

DEUTSCHE POST AG

Germany

GREECE REPUBLIC OF (GOVERNMENT)GreeceDEUTSCHE TELEKOM AG

Germany

GREEN PLAINS INC

United States of America

DICKS SPORTING GOODS INC.

United States of America

GREENCORE GROUP PLC

Ireland

DOW CHEMICAL COMPANY (THE)United States of America

GRIEG SEAFOOD ASA

NorwayE.ON SE

Germany

GROUPE CRIT

FranceEAST JAPAN RAILWAY COMPANYJapan

GSK PLC

United Kingdom

EASTMAN CHEMICAL COMPANY

United States of America

HAMBORNER REIT AG

Germany

ECOLAB INC

United States of America

HAMILTON LANE INC

United States of America

ECOMIAM SAFranceHERMES INTERNATIONAL SCA

FranceUnited States of America

Voting Report – 2022 - 31

IssuerCountry

IssuerCountry

HINDALCO INDUSTRIES LTD

India

KWEICHOW MOUTAI CO LTD

China

HOFFMANN GREEN CEMENT TECHNOLOGIESFranceFranceHOLCIM AG

Switzerland

LAIR LIQUIDE SA POUR LETUDE ET LEXPLO DESPROCEDES GEORGES CLAUDE SA
LA POSTE SAHOMEVI SAS

FranceLANXESS AG

Germany

HOPSON DEVELOPMENT HOLDINGS LTD

Hong Kong

LEG IMMOBILIEN SE

Germany

HOSPITAL MATER DEI SA

BrazilLEGRAND SA

FranceHOWDEN JOINERY GROUP PLC

United Kingdom

LEROY SEAFOOD GROUP ASA

NorwayHSBC HOLDINGS PLC

United Kingdom

LG CHEM LTD

Korea (Republic of)

HYDROGEN-REFUELING-SOLUTIONS SA

FranceLI NING CO LTD

China

IBERDROLA SA

Spain

LINDE AG

Germany

ICICI BANK LTD

India

LINK REAL ESTATE INVESTMENT TRUSTHong Kong

ID LOGISTICS SAS

FranceLIVE NATION ENTERTAINMENT INC

ILLINOIS TOOL WORKS INC

United States of America

LONGFOR GROUP HOLDINGS LTD

United States ofAmerica
China

INDUSTRIAL AND COMMERCIAL BANK OF
CHINA LTD
INFINEON TECHNOLOGIES AG

China

LOREAL SA

FranceGermany

LUMIBIRD

FranceINLIFrance

LVMH MOET HENNESSY LOUIS VUITTON SE

FranceINNER MONGOLIA YILI INDUSTRIAL GROUP
CO LTD
INTERNATIONAL BUSINESS MACHINES CORP

China

LYONDELLBASELL INDUSTRIES NV

United Kingdom

United States of America

MADRID COMMUNITY OF

Spain

INTESA SANPAOLO SPA

Italy

MEDIOBANCA BANCA DI CREDITO FINANZIARIO SPA

Italy

INVESTITIONSBANK BERLIN

Germany

MEITUANChina

IPSOS SAFranceMERCIALYS SAFranceIRISH CONTINENTAL GROUP PLC

Ireland

MERCK & CO INC

ITALY (REPUBLIC OF)

Italy

MGI DIGITAL TECHNOLOGY SA

United States ofAmericaFranceJ SAINSBURY PLC

United Kingdom

MICROSOFT CORPORATIONJAPAN POST HOLDINGS CO LTD

Japan

MIDEA GROUP CO LTD

United States ofAmerica
China

JAZZ PHARMACEUTICALS PLC

IrelandMINISTRY OF FINANCE JAPANJapan

JBS SA

BrazilBrazilJG SUMMIT HOLDINGS INC.

Philippines

MITRE REALTY EMPREENDIMENTOS E PARTICIPACOESSAMITSUBISHI CORPORATIONJOHNSON MATTHEY PLC

United Kingdom

MITSUBISHI UFJ TRUST AND BANKING CORPORATIONJapan

JPMORGAN CHASE & CO

United States of America

MORGAN STANLEYJUBILANT FOODWORKS LTD

India

MOSAIC CO/THE

KDDI CORPORATIONJapan

MOWI ASA

United States ofAmerica
United States ofAmerica
NorwayKERING SA

FranceMYTILINEOS SA

GreeceKEYWORDS STUDIOS PLC

Ireland

NATIONAL GRID COMPANY PLC (THE)United Kingdom

KFW

Germany

NATURGY ENERGY GROUP SA

Spain

KLEPIERRE SA

FranceNESTE OYJ

Finland

KONINKLIJKE AHOLD DELHAIZE NV

Netherlands

NESTLE SA

Switzerland

KONINKLIJKE DSM NV

Netherlands

NEUROCRINE BIOSCIENCES INC

KOREA INVESTMENT & SECURITIES CO LTD

Korea (Republic of)

NEXTERA ENERGY INC

KORIANFranceNICHIREI CORPORATION

United States ofAmerica
United States ofAmericaJapan

KPN BV

Netherlands

NOKIA OYJ

FinlandIssuerCountry

IssuerCountry

FranceJapan

Voting Report – 2022 - 32

NOVO NORDISK FOUNDATION

Denmark

SAFRAN SA

FranceNVIDIA CORPORATION

United States ofAmericaJapan

SAGAX AB

SwedenSAMPO PLC

Finland

SAMSUNG ELECTRONICS CO LTD

Korea (Republic of)

ORANGE SA

United States ofAmericaFranceSANOFI SA

FranceORPEAFranceSAP SE

Germany

PACKAGING CORP OF AMERICA

United States ofAmerica
United Kingdom

SCHNEIDER ELECTRIC SE

FranceSCOR SEFranceSEB SA

FrancePERNOD-RICARD SA

United States ofAmericaFranceChina

PETROLEOS MEXICANOS

MexicoSHENZHEN MINDRAY BIO-MEDICALELECTRONICS CO LTDSHERWIN-WILLIAMS COMPANY (THE)PETROLIAM NASIONAL BHD

Malaysia

SIEGFRIED HOLDING AG

United States ofAmerica
Switzerland

PFIZER INC

United States ofAmerica
United States ofAmerica
China

SIEMENS AG

Germany

SIEMENS ENERGY AG

Germany

SIEMENS GAMESA RENEWABLE ENERGY SA

Spain

SIKA AG

Switzerland

SINGAPORE (REPUBLIC OF)

Singapore

POWER ASSETS HOLDINGS LTD

United States ofAmerica
United States ofAmericaHong Kong

SITC INTERNATIONAL HOLDINGS CO LTD

Hong Kong

PPB GROUP BHD

Malaysia

SOCIETE GENERALE SA

France

PPG INDUSTRIES INC

United States ofAmerica
CanadaSODEXO SAFranceSOFTBANK GROUP CORP

Japan

SOITECFrancePUBLICIS GROUPE SA

Taiwan, Province of
ChinaFranceSOLAREDGE TECHNOLOGIES INC

IsraelRAIFFEISEN BANK INTERNATIONAL AG

Austria

SOLVAY SA

Belgium

REC LIMITED

India

SONY CORP

Japan

RECKITT BENCKISER GROUP PLC

United Kingdom

SOPRA STERIA GROUP

FranceRECORDATI SPA

SOUTHERN COMPANY (THE)REGION OF ILE DE FRANCE

United States ofAmericaFranceSPAREBANK 1 SMN

United States ofAmerica
NorwayRELIANCE INDUSTRIES LTD

India

SPIE SAFranceRENAULT SA

FranceSSAB AB

SwedenREPSOL SA

Spain

STATKRAFT AS

NorwayREXEL SAFranceSTELLANTIS NV

Netherlands

RIO TINTO LTD

Australia

STMICROELECTRONICS NV

Switzerland

RITHM CAPITAL CORP

United States ofAmerica
Saudi Arabia

SUMITOMO MITSUI TRUST HOLDINGSJapanSUNNOVA ENERGY INTERNATIONAL INC

RIZZOLI CORRIERE DELLA SERA MEDIAGROUPSPAROYAL BANK OF CANADA

Italy

SUOFEIYA HOME COLLECTION CO LTD

United States ofAmerica
China

CanadaSWEDBANK AB

SwedenROYAL UNIBREW A/S

Denmark

SWISS RE AG

Switzerland

RUBIS SCAFranceSWISSCOM AG

Switzerland

RWE AG

Germany

SWITZERLAND (CONFEDERATION OF)

Switzerland

ODAKYU ELECTRIC RAILWAY CO LTD
OLD DOMINION FREIGHT LINE INCPENTAIR PLC
PEPSICO INCPILGRIMS PRIDE CORPPING AN INSURANCE GROUP CO OF CHINA LTD
PLUG POWER INC
POOL CORPORATIONPSP CAPITAL INC
PTT PCL

RIYAD BANK

IssuerCountry

IssuerCountry

SYMRISE AG

Germany

UNITEDHEALTH GROUP INC

United States of America

TAIWAN SEMICONDUCTOR MANUFACTURING CO
LTD

Thailand

VALEO SEFranceVoting Report – 2022 - 33

TELEFONAKTIEBOLAGET LM ERICSSON

SwedenVEOLIA ENVIRONNEMENT SAFranceTELEFONICA SA

Spain

VICAT SAFranceTELENOR ASA

NorwayVIFOR PHARMA AG

Switzerland

TELEPERFORMANCE

FranceVINCI SAFranceTENAGA NASIONAL BHD

Malaysia

VIRBAC SA

FranceTENCENT HOLDINGS LTD

China

VISA INC

United States of America

TERNA ENERGY SA

GreeceVIVENDI SE

FranceTESCO PLC

United Kingdom

VODAFONE GROUP PLC

United Kingdom

TESLA INC

United States of America

VOLKSWAGEN AG

Germany

TEVA PHARMACEUTICAL INDUSTRIES LTD

IsraelVONOVIA SE

Germany

TEXAS INSTRUMENTS INC

United States of America

WALMART INC

United States of America

THALES SA

FranceWELLS FARGO & COMPANY

United States of America

T-MOBILE US INC

United States of America

WENDEL SE

FranceTMX GROUP LTD

CanadaWEST FRASER TIMBER CO. LTD

CanadaTOKYO CENTURY CORP

Japan

WH SMITH PLC

United Kingdom

TORONTO-DOMINION BANK/THE

CanadaWIENERBERGER AG

Austria

TOTALENERGIES SE

FranceWOORI BANK

Korea (Republic of)

UCB SA

BelgiumWORLDLINE SA

FranceUMICORE SA

Belgium

WUXI BIOLOGICS (CAYMAN) INC

China

UNEDICFranceXIOR STUDENT HOUSING NV

Belgium

UNIBAIL-RODAMCO-WESTFIELD SE

FranceYARA INTERNATIONAL ASA

NorwayUNICREDIT SPA

Italy

ZHONGJI INNOLIGHT CO LTD

China

UNITED PARCEL SERVICE INC

United States of America