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Important Information

This communication contains certain information as to the voting intentions of Candriam acting as investment management company for and on behalf of collective investment schemes and discretionary portfolio management mandates. Candriam ‘s voting intentions result from internal and independent decisions and the votes will be cast in compliance with Candriam Proxy Voting Policy, available on Candriam website, or in compliance with the clients’ policy for certain mandates, as the case may be.

The opinions, analysis and views expressed in this document are provided for information purposes only and are not intended to recommend to the investor how to exercise his voting rights. Nothing herein constitutes an offer to buy or sell financial instruments, nor does it represent an investment recommendation or confirm any kind of transaction.

Although Candriam selects carefully the data and sources within this document, errors or omissions cannot be excluded a priori. Candriam cannot be held liable for any direct or indirect losses as a result of the use of this document. The intellectual property rights of Candriam must be respected at all times, contents of this document may not be reproduced without prior written approval.

Candriam purposefully published its voting intention for the resolutions below only. The publication of the information below does not prefigure anything about Candriam’s voting intentions on other resolutions submitted to the general assembly meeting.

Information disclosed is subject to change without notice.

Candriam engages in securities lending programs for some portfolios which are included in the Candriam voting perimeter. For the purposes of exercising the voting at the shareholders” meetings listed on this page, a recall of all of the related shares lent has been requested and performed, when materially feasible. More details are available in our voting policy 

No assumption shall be made or reliance placed on the number of votes that will be cast.

2026 Voting Season 

 

Company Name Pre-declaration Trigger
AENA SME SA Say-on-Climate
ANGLO AMERICAN PLC Say-on-Climate
Anheuser-Busch InBev NV Previous/Ongoing Engagement Related
AVIVA PLC Say-on-Climate
BP PLC Previous/Ongoing Engagement Related
CANADIAN NATIONAL RAILWAY CO Say-on-Climate
Danone SA Previous/Ongoing Engagement Related
EssilorLuxottica SA Previous/Ongoing Engagement Related
FERROVIAL SE Say-on-Climate
Leonardo SpA Specific Shareholder Resolution Co-filing and/or Support
MERCIALYS SA Say-on-Climate
Nestle SA Previous/Ongoing Engagement Related
Royal Bank of Canada Specific Shareholder Resolution Co-filing and/or Support
Tecan Group AG Previous/Ongoing Engagement Related
TERNA Rete Elettrica Nazionale SpA Specific Shareholder Resolution Co-filing and/or Support

 

Date of publication - 02 April 2026

AENA SME SA

Pre-declaration TriggerSay-on-Climate

Meeting: 16 April 2026

Summary of Resolution: Item 11: Advisory Vote on Company's 2025 Updated Report on Climate Action Plan

Candriam's Vote Intention: AGAINST  (against management recommendation)

Rationale: While we acknowledge the validation of Aena’s near- and long-term climate targets by the SBTi in 2024, we do not consider that this, in itself, ensures that the company’s climate strategy is sufficiently aligned with its most material sources of emissions.

The company attributes the year-on-year increase in Scope 1 and 3 emissions (+12.5% and +2.9%, respectively) to traffic recovery and growth, and indicates that emissions intensity has improved. 

Scope 3 emissions represent approximately 99% of Aena’s total footprint, largely driven by aircraft activity (LTO cycle), while Scopes 1 and 2 account for a marginal share. Aena highlights that these emissions fall outside its direct operational control and positions its role as that of a facilitator and sector coordinator. While this reflects the structural constraints of an airport operator, it does not remove the need for a strategy that provides clear, outcome-oriented pathways addressing the company’s most material emissions exposure.

In this context, Aena’s absolute Scope 3 reduction targets focus primarily on procurement and corporate-related categories, excluding the most material “use of sold product” category. This category is instead addressed through a customer engagement target (67% of customers by emissions to set SBTs by 2028). This approach does not provide a quantified emissions reduction pathway aligned with the company’s main climate impact. Furthermore, no progress has been disclosed against this 2028 target, limiting visibility on its implementation.

Aena aims to achieve carbon neutrality for Scope 1 and 2 by 2026 through a combination of operational reductions and offsets. While the company indicates that offsets are intended to play a complementary and temporary role, the expected level of reliance in the near term is not clearly quantified. More broadly, the absence of detailed, quantified contributions from individual decarbonization levers limits the ability to assess how targets will be delivered.

The long-term strategy appears materially dependent on Sustainable Aviation Fuels (SAF), which are expected to contribute a significant share of emissions reductions toward Net Zero by 2050. Given current constraints on SAF availability, scalability, and cost, this introduces execution risk and uncertainty regarding the achievability of long-term targets.

Finally, disclosure remains insufficiently clear to enable a consistent assessment of performance. While the company explains that differences between the “Consolidated Management Report 2025” and the “Updated Report of the 2025 Climate Action Plan” reflect different reporting boundaries, the absence of a clear reconciliation between these sources continues to limit comparability and transparency.

We do not consider that the company provides sufficient clarity and confidence on how its strategy will deliver credible emissions reductions aligned with its most material impact. We therefore recommend voting AGAINST the 2025 Climate Action Plan Update Report.

Date of publication - 16 april 2026

ANGLO AMERICAN PLC

Pre-declaration TriggerSay-on-Climate

Meeting: 29 April 2026

Summary of Resolution: Item 17: Approve 2026-2028 Transition Plan

Candriam's Vote Intention: AGAINST  (against management recommendation)

Rationale

A vote against this resolution is warranted.

We acknowledge that Anglo American has made tangible progress on its Scope 1 and 2 emissions, achieving a -26% reduction by 2025 against its 2020 baseline, putting it on track toward its -30% target by 2030. We also recognise the company's efforts to engage its value chain through decarbonisation MoUs with steel clients, its responsible sourcing standard covering 13,000 suppliers, and its public support for the Paris Agreement and carbon pricing policies.

However, several shortcomings prevent us from supporting this resolution. First, on targets, Anglo American's net zero ambition covers only Scopes 1 and 2, which represent less than 2% of the group's total emissions. Scope 3, at 86.4 MtCO₂e, is excluded from any binding commitment. The Scope 3 target has been downgraded from an absolute reduction to an intensity-based metric, signalling a weakening of ambition compared to the 2024 objective of -50% by 2040. This raises concerns about alignment with a 1.5°C trajectory, as intensity-based targets do not guarantee absolute emission reductions.

Second, on investment alignment, while the company indicates that decarbonisation is embedded within existing projects or delivered through partnerships, resulting in no significant dedicated CAPEX over 2026–2028, this approach limits transparency. The absence of clearly identified or quantified climate-related investments including within multi-purpose projects makes it difficult to assess the extent to which capital allocation is aligned with the transition plan and its overall financial credibility.

Third, on governance and remuneration, the 2026 LTIP contains no explicit climate or environmental criterion, which undermines the accountability of management on climate delivery.

Given these shortcomings, we recommend voting against the Company’s 2026-2028 Transition Plan  

Date of publication - 17 April 2026

Anheuser-Busch InBev NV

Pre-declaration Trigger: Previous/Ongoing Engagement Related

Meeting: 29 April 2026

Summary of Resolution: Item B.9.a-e: Elect Directors

Candriam's Vote Intention: Against (against management recommendation)

Rationale: We vote against the re-election of the non-independent directors due to persistent concerns regarding board independence, composition, and overall governance standards.

The board is composed of less than 50% independent directors, which falls short of widely accepted governance expectations and may impair effective oversight. 

We also note that the company has failed to achieve an appropriately gender-balanced board. In line with leading European market standards, we expect at least 40% representation of women among non-executive directors. Progress in this area is important to support diverse perspectives, effective decision-making, and long-term value creation.

While we engaged with the company, including through direct dialogue, our concerns, particularly regarding board composition and the significant levels of dissent recorded on this item over multiple years, have not been adequately addressed..

In the absence of meaningful responsiveness or progress, we do not support the re-election of these directors.


Summary of Resolution: Item B.10: Approve Remuneration Policy
Item B.11: Approve Remuneration Report

Candriam's Vote Intention: Against (against management recommendation)

Rationale

We vote against the remuneration policy and remuneration report due to ongoing concerns regarding pay structure, transparency, and responsiveness to shareholder feedback.

Remuneration Policy:
We have significant concerns regarding the design and complexity of the remuneration framework. A majority of the LTI plans lack clear and disclosed performance objectives, and no clearly defined maximum award limits are set, contrary to best practice. The presence of multiple overlapping LTI plans increases complexity and reduces transparency. In addition, the policy allows for discretionary one-off awards and includes a broadly defined derogation clause, granting the board excessive discretion. These features may result in pay outcomes that are insufficiently linked to performance and excessive relative to peers. While we have engaged with the company, including through direct dialogue, it has not adequately addressed shareholder concerns nor responded meaningfully to significant dissent expressed in previous AGM.

Remuneration Report:
We also raise concerns regarding the outcomes disclosed in the remuneration report. The CEO’s realized pay package of EUR 55.6 million is considered excessive, representing 7.1 times the peer group median in 2025. Disclosure on performance metrics and targets, particularly across the various LTI plans, remains insufficient, and maximum award levels are not clearly disclosed. Approximately 27% of total 2025 LTI awards consist of RSUs not subject to performance conditions. We further note the significant RSU grants to the CEO under the 2025 plan, with a total value of EUR 46 million at grant, without adequate justification. In addition, non-executive director remuneration appears substantially above market practice. 

In the absence of adequate disclosure, justification, and responsiveness, we do not support the remuneration policy or the remuneration report.

Date of publication - 22 April 2026

AVIVA PLC

Pre-declaration TriggerSay-on-Climate

Meeting: 06 May 2026

Summary of Resolution: Item 6:  Approve Climate-Related Financial Disclosures

Candriam's Vote Intention: AGAINST  (against management recommendation)

Rationale: Aviva has demonstrated a clear commitment to climate action through its Net Zero ambition by 2040, covering all scopes, including investments, which represent the majority of its emissions. This ambition is supported by a medium-term carbon intensity target that is already close to being achieved, alongside measurable progress in reducing operational emissions and the carbon intensity of its portfolio.

However, significant gaps remain that limit the credibility and completeness of this strategy. Alignment with a 1.5°C pathway is still uncertain, notably due to the exclusion of Scope 3 emissions from investee companies (Scope 3 of Scope 3) and the absence of quantified targets for key segments such as sovereign bonds and insurance activities. In particular, the company does not yet disclose its insurance-associated emissions under Scope 3 category 15 (underwriting). The lack of a clear commitment to phase out new fossil fuel investments further weakens the approach, especially as current restrictions remain limited to specific activities such as Arctic oil, oil sands, and certain coal-related developments, without broader limitations on oil and gas companies.

In addition, financed emissions remain very high and have increased in absolute terms, while coverage is still partial and does not provide a consolidated view. The company’s reporting does not allow for a complete understanding of progress against targets, notably due to insufficient transparency regarding emissions coverage, baseline assumptions, and progress against NZAOA targets. Targets are primarily intensity-based and focused on the 2030 horizon, with no clearly articulated pathway beyond that. The withdrawal of SBTi validation, including previously validated targets, and the absence of interim milestones further raise concerns regarding the robustness and transparency of the overall strategy.

Furthermore, as noted previously, following the achievement of the £6 billion sustainable asset target, we would welcome the introduction of updated transition finance targets to maintain momentum and demonstrate continued leadership in sustainable investing. More broadly, the company has yet to provide a comprehensive quantitative assessment of the potential financial impacts associated with its physical and transition climate risks and opportunities.

In light of these shortcomings, further improvements are expected, particularly the full integration of Scope 3 emissions into investment strategies, enhanced disclosure of insurance-associated emissions, stronger and more comprehensive commitments on fossil fuel exclusions, improved transparency on target coverage and progress, and the establishment of comprehensive, quantified targets across all activities. Until greater clarity, coverage, and ambition are demonstrated, a cautious stance is warranted.

Date of publication - 09 April 2026

BP PLC

Pre-declaration Trigger: Previous/Ongoing Engagement Related

Meeting: 23 April 2026

Summary of Resolution: Item 4: Elect Albert Manifold as Director
Item 5: Elect Meg O'Neill as Director
Item 6: Re-elect Kate Thomson as Director
Item 7: Re-elect Dame Amanda Blanc as Director
Item 8: Re-elect Tushar Morzaria as Director
Item 9: Re-elect Ian Tyler as Director
Item 10: Re-elect Satish Pai as Director
Item 11: Re-elect Johannes Teyssen as Director
Item 12: Re-elect Hina Nagarajan as Director

Candriam's Vote Intention: Against (against management recommendation)

Rationale: A vote AGAINST all incumbent directors, as well as the newly appointed CEO and Chairman, is warranted due to the company’s absence of progress in addressing material long-term transition risks that may affect its strategic resilience and shareholder value. The company has abandoned key climate targets and significantly altered its business strategy without having shareholder approval. This vote also reflects concerns on the fact that the company is taking steps to be less transparent and accountable to shareholders regarding its climate strategy by revoking previously-passed climate-risk disclosure commitments and failing to table a climate-related shareholder proposal.


Summary of Resolution: Item 23: Approve Revocation of Resolution 25 (2015) and Resolution 22 (2019)

Candriam's Vote Intention: Against (against management recommendation)

Rationale

The Board is seeking shareholder approval to revoke both resolution 25, passed at the Company s 2015 AGM; and resolution 22, passed at the Company's 2019 AGM, such that they cease to apply and have effect from the conclusion of the upcoming AGM.

A vote AGAINST this item is warranted.

The Board argues that the requirements stemming from these resolutions detract from clarity of reporting and standardised disclosures, and that the resolutions have been largely superseded by current reporting requirements.

However, a particularly compelling argument would be required to justify such a legal revocation, which we believe is unprecedented in the UK context. We do not consider the Board's argument that the prior resolutions detract from the clarity of reporting and standardised disclosures to constitute a sufficiently compelling case to offset the concerns for 'retiring' the relevant disclosures.

 


Summary of Resolution: Item 24: Approve Shareholder Requisitioned Resolution

Candriam's Vote Intention: FOR (against management recommendation)

Rationale: A vote FOR this item is warranted, as the enhanced disclosures requested could increase transparency to shareholders about the Company's investment decision-making, particularly related to climate-risk-related capital allocation.

Date of publication - 17 april 2026

CANADIAN NATIONAL RAILWAY CO

Pre-declaration TriggerSay-on-Climate

Meeting: 01 May 2026

Summary of Resolution: Item 11: Advisory Vote on Company's 2025 Updated Report on Climate Action Plan

Candriam's Vote Intention: AGAINST  (against management recommendation)

Rationale

A vote against this resolution is warranted.

 While we acknowledge Canadian National Railway’s ambition to align with global climate goals, reflected in its SBTi-approved 2050 net-zero target (1.5°C aligned) and its validated 2030 emissions intensity targets (“well below 2°C”), as well as its solid progress in reducing emissions, including an approximate 19% decline in absolute emissions since 2019 alongside improvements in emissions intensity, the credibility of its decarbonization pathway remains uncertain.

 The feasibility of CN’s strategy is heavily dependent on external factors, notably the availability of cost-competitive renewable fuels and the development and scalability of alternative propulsion technologies, where visibility remains limited. CN's Climate Action Plan focuses on five core levers: fleet renewal, fuel efficiency, technological optimization, operational improvements, and cleaner fuels. Given the structural challenges associated with rail electrification in North America, near-term decarbonization relies primarily on incremental efficiency gains and the scaling of biofuels. At the same time, longer-term solutions such as hydrogen, battery electric, or hybrid locomotives remain at an exploratory stage and are subject to significant uncertainty.

 These challenges reflect broader sectoral constraints, as progress depends on technological advancements and infrastructure developments beyond the company’s direct control. In addition, the absence of forward-looking decarbonization CapEx reduces confidence in the robustness and financial credibility of the transition plan. 

Moreover, although CN previously indicated that its 2030 targets would require revalidation by 2026 to align with a 1.5°C pathway under SBTi guidelines, no update has been disclosed in its latest reporting.

In light of these limitations, while we recognize CN’s continued efforts and incremental progress, we do not consider its current trajectory, nor that of the sector at this stage, to be credibly aligned with a 1.5°C net-zero pathway. We therefore recommend voting against the management Advisory Vote on Climate Change.  

Date of publication - 09 April 2026

Danone SA

Pre-declaration Trigger: Previous/Ongoing Engagement Related

Meeting: 23 April 2026

Summary of Resolution: Item 8: Approve Compensation of Antoine de Saint-Affrique, CEO
Item 10: Approve Remuneration Policy of Executive Corporate Officers

Candriam's Vote Intention: Against (against management recommendation)

Rationale: We vote against the compensation due to insufficiently ambitious nutrition-related targets within the LTIP.
The KPI based on achieving ≤10g of total sugars per 100g does not constitute a robust or health-aligned threshold given the fact that according to widely recognised public health frameworks (WHO, UK nutrient profiling, Nutri-Score), this level corresponds to a moderate, not healthy, sugar content.
Our analysis of the current portfolio indicates that a large portion of products may already meet the 10g threshold. As such, the target lacks sufficient stretch and risks rewarding limited progress.
Executive remuneration should be tied to genuinely ambitious and health-aligned objectives. In this context, the company should target materially lower thresholds, such as ≤5g/100g at minimum, and closer to ~2.8g/100g in line with best-performing segments.
On other remuneration criteria, we welcome the shift of GHG emission reduction targets exclusively to the LTIP, which addresses our previous concern regarding potential misalignment between short- and long-term incentives.
However, we are concerned about the removal of the water consumption intensity metric and the absence of methane- and plastics-related criteria. While we understand the aim to simplify the framework, we expect greater clarity on how the regenerative agriculture metric will translate into measurable outcomes such as reduced water use and methane emissions.
We also regret the absence of plastics-related targets, given their strategic importance and the challenges associated with achieving them.
As such, we vote against the remuneration policy as well as the CEO remuneration paid for 2025. We also note that total variable remuneration is more than 450 percent of the base salary which exceeds our guidelines.
Lastly, we note that the remuneration policy for executive corporate officers does not include a claw back clause for LTIP awards.

Date of publication - 10 April 2026

EssilorLuxottica SA

Pre-declaration Trigger: Previous/Ongoing Engagement Related

Meeting: 28 April 2026

Summary of Resolution: Item 9: Approve Remuneration Policy of Chairman and CEO

Candriam's Vote Intention: Against (against management recommendation)

Rationale: We vote against the remuneration policies due to ongoing concerns regarding their structure, transparency, and overall rigor, which remain insufficiently addressed.

Performance conditions attached to executive termination payments do not appear sufficiently challenging, raising concerns about potential rewards for underperformance. In addition, the board retains discretion to allow full vesting of long-term incentive plans upon an executive’s departure, weakening alignment with long-term shareholder value creation.

The policy also allows for the granting of exceptional awards without clearly disclosing the circumstances under which such awards would be justified. The potential magnitude of these awards appears substantial relative to market practice, further increasing concerns around pay excess and insufficient safeguards.

These issues are compounded by the company’s limited responsiveness to shareholder feedback. As a long-term shareholder, we sought to engage with the company ahead of the 2026 AGM, but received no response, following similar concerns raised at the 2025 AGM.

In the absence of meaningful engagement or demonstrated improvements, we do not consider the remuneration policies to be adequately aligned with shareholder interests or long-term performance.


Summary of Resolution: Item 18: Reelect Andrea Zappia as Director

Candriam's Vote Intention: Against (against management recommendation)

Rationale: We vote against the re-election of Andrea Zappia, Chair of the Nomination and Compensation Committee, due to continued concerns over the board’s responsiveness to shareholder feedback on remuneration.

Significant levels of shareholder dissent have been recorded at previous AGMs on remuneration-related items. However, the company has not demonstrated an adequate response to these concerns, nor provided sufficient evidence of meaningful changes to the remuneration framework. As Chair of the Nomination and Compensation Committee, Andrea Zappia holds responsibility for overseeing these matters. The lack of responsiveness and limited progress in addressing shareholder concerns raises questions regarding the effectiveness of the committee’s oversight.

Date of publication - 27 March 2026

FERROVIAL SE

Pre-declaration TriggerSay-on-Climate

Meeting: 09 April 2026

Summary of Resolution: Item 3: Approve Climate Strategy Report

Candriam's Vote IntentionFor (with management recommendation)

Rationale: We acknowledge and commend the company’s notable progress in improving its climate disclosure and the credibility of its climate transition plan. In particular, we welcome the February 2025 validation by the SBTi of its net zero by 2050 target, as well as the strengthening of its absolute emissions reduction ambitions across Scopes 1, 2, and 3. The updated Scope 3 target, a 25% absolute reduction by 2030 from a 2020 baseline, now encompasses relevant upstream categories such as purchased goods and services that were previously excluded. The company also appears to be on track to meet its 2030 objectives.

We further appreciate the enhanced transparency regarding the contribution of each decarbonization lever by scope, addressing a point we raised in our 2024 rationale. Progress in the disclosure and integration of physical climate risks within the broader climate strategy is also noted positively.

However, we still note material shortcomings in the company’s climate strategy, preventing its alignment with the Paris goals. In particular, as stated in the previous years, we regret the absence of scope 3 category 11 “Use of sold products” disclosure, which represents the most material share of Ferrovial’s value chain emissions, especially through its highways and airports activities. We also regret the backpedaling on green capex commitment and note a negative trend in the percentage of capex aligned with the EU Taxonomy, which raises question regarding the real pace of the company’s transition.

From a governance perspective, the board does not appear to have established a dedicated sustainability committee, with sustainability oversight seemingly addressed primarily from a reporting perspective under the audit committee. The board also lacks climate and ESG expertise. In addition, climate-related criteria in executive remuneration account for a very small share of performance criteria, which fails to provide real incentive to accelerate the transition.

Despite these shortcomings, we will vote FOR this resolution this year, in order to recognize the progress being made and encourage the company to accelerate progress on the areas of improvements identified.  

Date of publication - 22 April 2026

Leonardo SpA

Pre-declaration Trigger: Specific Shareholder Resolution Co-filing and/or Support

Meeting: 07 May 2026

Summary of Resolution: Item 5B: Slate 2 Submitted by Institutional Investors (Assogestioni)

Candriam's Vote IntentionFOR  (against management recommendation)

Rationale: As co-filers of this resolution, we endorse the slate put forward by Assogestioni as we believe that the nominees could be the best positioned to represent the interests of minority shareholders and carry out an effective oversight on the management's behaviour.

Candidates on this list have agreed to adhere to the chart of corporate governance principles adopted by Assogestioni.  

 

Date of publication - 17 april 2026

MERCIALYS SA

Pre-declaration TriggerSay-on-Climate

Meeting: 23 April 2026

Summary of Resolution: Item 15: Approve Company's Climate Transition Plan

Candriam's Vote Intention: AGAINST  (against management recommendation)

Rationale:  We acknowledge Mercialys' Net Zero 2050 ambition, SBTi validation in 2025 under the Whole Building approach aligned with a 1.5°C pathway for both 2030 and 2050, and strong CAPEX eligibility of 99.8% with 71.1% alignment. We appreciate the company's commitment to disclose Scope 3 broken down by the fifteen GHG Protocol categories in its next publication.

On targets, no reduction targets are set for the period prior to 2030, and the framing of 2030 as the short-term horizon does not substantively close this gap. The exclusion of Scope 3 categories 1, 3, 6, 7, 8, 9 and 15 under the SBTi Building Standard's 5% threshold is noted, though their combined materiality require further scrutiny given Scope 3 represents approximately 90% of total emissions.

On disclosure of scope, the inconsistency between the 2024 and 2025 DEU scope 3 filings remains unexplained, and no action plan is disclosed beyond 2030.

On capex, financial resources per transition lever are not quantified at asset level, with decarbonization investments embedded in standard programmes rather than climate focus envelope.

On governance, the 2026 variable remuneration policy has removed the direct GHG emissions reduction criterion in favour of a CDP ranking proxy, that more focus on transparency rather than actual climate performance. Long-term remuneration still lacks an explicit Scope 3 target despite its dominant share of the footprint.

Given these shortcomings, a vote against the Company’s Climate Transition Plan is warranted  

Date of publication - 02 April 2026

Nestle SA

Pre-declaration Trigger: Previous/Ongoing Engagement Related

Meeting: 16 April 2026

Summary of Resolution: Item 4.1.b: Reelect Dick Boer as Director

Candriam's Vote Intention: Against (against management recommendation)

Rationale: We vote against the re-election of Arie (Dick) Boer as Lead Independent Director due to concerns regarding board composition and oversight.

The company has not achieved an appropriately gender-balanced board. In line with leading European governance standards, we expect at least 40% representation of women among non-executive directors, which we consider essential for effective oversight and long-term shareholder value.

In addition, our engagement highlighted shortcomings in the Board’s handling of succession for key executive roles, following two failed succession processes within a short period. This raises concerns about the Board’s ability to ensure robust succession planning and maintain a clear and stable leadership mandate—an area where the Lead Independent Director plays a critical oversight role.

Taken together, these concerns indicate insufficient effectiveness in the discharge of the LID’s responsibilities. We therefore do not support his re-election.


Summary of Resolution: Item 1.2: Approve Remuneration Report (Non-Binding)

Candriam's Vote Intention: Against (against management recommendation)

Rationale: We vote against the approval of the remuneration report due to concerns regarding the structure, alignment, and transparency of executive pay.

The current remuneration framework remains largely unchanged from the previous year, despite the appointment of a new CEO. We do not consider that the structure sufficiently reflects or supports the new leadership mandate, nor does it appear to incentivise the strategic priorities expected under new leadership. In our view, executive remuneration should clearly signal and reinforce the company’s direction, particularly during a leadership transition.

In addition, disclosure remains insufficient. There is limited ex-post transparency on STI outcomes, as the company does not disclose specific financial targets or the extent to which they have been achieved. Furthermore, the value of vested awards under the LTI is not provided. This lack of transparency limits shareholders’ ability to effectively assess pay-for-performance alignment.

As a global company competing internationally, we expect Nestlé to demonstrate a high standard of disclosure and to ensure that executive remuneration frameworks clearly reflect leadership priorities and long-term value creation.

We therefore do not support the remuneration report.

Date of publication - 27 March 2026

Royal Bank of Canada

Pre-declaration TriggerSpecific Shareholder Resolution Co-filing and/or Support

Meeting: 09 April 2026

Summary of Resolution: Item 1.5: Elect Director Cynthia Devine

Candriam's Vote IntentionWITHHOLD  (against management recommendation)

Rationale: A vote WITHHOLD on the election of director Cynthia Devine, Chair of the committee responsible for climate risk oversight (Audit Committee) is warranted, due to the company’s limited progress in addressing material long-term transition risks that may affect its strategic resilience and shareholder value.

In 2025, the company weakened its climate commitments by abandoning its sustainable finance target and removing key documents, such as its Policy Guidelines for Sensitive Sectors and Activities, from the public domain.

We expect clearer targets and oversight mechanisms that align with our expectations for managing financially relevant risk exposures in line with our voting policy and guidelines as well as our proprietary assessment framework.  


Summary of Resolution: Item SP3: Adopt Performance-Aligned Compensation Policy

Candriam's Vote IntentionFor (against management recommendation)

Rationale: In line with Candriam’s Proxy Voting Policy, we support remuneration structures that are clearly aligned with long-term performance and shareholder interests. The adoption of a performance-aligned compensation policy would enhance transparency on the link between executive pay and the bank’s long-term performance. This is essential to assess whether incentives appropriately reward value creation and do not encourage excessive risk-taking.

Furthermore, strengthening disclosure and alignment mechanisms supports board accountability and allows shareholders to better evaluate the effectiveness of remuneration practices. In this context, we consider the proposal a positive step towards ensuring that executive compensation is consistent with long-term shareholder value and prudent risk management.  


Summary of Resolution: Item SP4: Adopt New Skill Diversification Policy

Candriam's Vote Intention: For (against management recommendation)

Rationale: In line with Candriam’s Proxy Voting Policy, we support board compositions that ensure an appropriate diversity of skills and expertise to enable effective oversight of the company’s strategy and risk profile. Enhancing the board’s competencies in areas that are material to the company’s activities and strategy is increasingly important to address evolving risks and opportunities that may impact the company’s long-term performance and to reinforce the board’s oversight.


Summary of Resolution: Item SP7: Report on AI-Use in High-Level Decision-Making, Risk Assessment and Loan Grants

Candriam's Vote Intention: For (against management recommendation)

Rationale: A vote FOR this proposal is warranted, as we support enhanced transparency and disclosure on emerging risks that may materially impact a company’s long-term performance. The increasing use of artificial intelligence in high-level decision-making, risk assessment and lending processes introduces significant governance, operational and reputational risks, including model bias, lack of explainability and potential regulatory exposure.

Consistent with our broader view on the topic, we consider that robust oversight, clear guidelines and transparent reporting on AI use are essential to ensure responsible deployment and to safeguard stakeholders’ interests. As such, we view the proposal as a constructive step towards strengthening governance and supporting sustainable, long-term value creation.  


Summary of Resolution: Item SP9: Advisory Vote on Environmental Policies

Candriam's Vote Intention: For (against management recommendation)

Rationale: A vote FOR this shareholder proposal is warranted. Additional information on the company's plan to reduce its GHG emissions would allow investors to better understand how the company is managing its climate change-related risks. Such information would also allow shareholders to express their opinions on the climate risk management practices of the company.

It is also highlighted that some shortcomings related to disclosure and targets have been identified. RBC has only set 2030 targets for three sectorial financed emission. Moreover, the bank has not set targets approved by the Science-based Targets Initiative (SBTI). Its financed emissions reported have not been verified by an independent third party. In 2025, the company weakened its climate commitments by abandoning its sustainable finance target and removing key documents, such as its Policy Guidelines for Sensitive Sectors and Activities, from the public domain.

Date of publication - 01 April 2026

Tecan Group AG

Pre-declaration Trigger: Previous/Ongoing Engagement Related

Meeting: 15 April 2026

Summary of Resolution: Item 11.1: Approve Remuneration Report (Non-Binding)

Candriam's Vote IntentionFor (with management recommendation)

Rationale: A vote FOR the remuneration report is warranted as we acknowledge that the company has introduced several improvements to its remuneration policy, notably strengthening pay-for-performance by replacing the previous LTI structure with a Performance Share Unit Plan and introducing relative TSR as a performance metric, while also reducing overlap between STI and LTI KPIs to improve clarity. During our 2025 engagement with the company, we also noted its efforts to enhance ex-post disclosure on target achievement, alongside ongoing reviews of board composition and benchmarking practices, and adjustments to base salaries toward market levels.

However, this support is not without reservations. Key concerns remain, particularly regarding insufficient transparency on performance targets and maximum payout opportunities, questionable calibration of performance metrics given historically low achievement levels, and a potentially weaker long-term alignment due to the reallocation of RSUs into base salary and STI rather than LTI. We will closely monitor progress on these issues at next year’s AGM, particularly in light of the enhanced disclosure expected in the 2026 remuneration report.  

Date of publication - 21 April 2026

TERNA Rete Elettrica Nazionale SpA

Pre-declaration Trigger: Specific Shareholder Resolution Co-filing and/or Support

Meeting: 12 May 2026

Summary of Resolution: Item 5B: Slate 2 Submitted by Institutional Investors (Assogestioni)

Candriam's Vote IntentionFOR  (against management recommendation)

Rationale: As co-filers of this resolution, we endorse the slate put forward by Assogestioni as we believe that the nominees could be the best positioned to represent the interests of minority shareholders and carry out an effective oversight on the management's behaviour.
 
Candidates on this list have agreed to adhere to the chart of corporate governance principles adopted by Assogestioni.  

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