Global Corporate Governance Guidelines welcome a shareholder vote on all plan can serve two legitimate of the issued share capital is material related-party transactions. purposes: (i) to increase the minimum structured as a rights issue); or time period during which a Permitted – I ssue shares non-preemptively up to AllianzGI will vote case-by-case on Bid may remain outstanding in order 10% of the issued share capital of going private transactions, taking into to give the board of a target company the company. account offer price/ premium, fairness sufficient time to find an alternative to opinion, how the deal was negotiated, the takeover bid that would increase In Germany, AllianzGI will only support any conflicts of interest, any shareholder value; and (ii) to ensure routine proposals to issue shares with alternatives/ offers considered, and that all shareholders are treated pre-emption rights up to 30% of the non-completion risk. equally in the event of a bid for their issued capital of the company. We are company. Granting shareholders a concerned that, in the absence of laws AllianzGI will vote case-by-case on right of approval prior to deployment and regulations requiring shareholder going dark transactions, determining should ensure that it is used for the approval of significant corporate whether the transaction enhances above purposes only. transactions, large share issuance shareholder value and considering authorisations can facilitate balanced interests of continuing vs. Greenmail is the practice of buying transformational deals without cashed-out shareholders. shares owned by a corporate raider offering investors a say in the process. back at a premium to the market As a result, we will continue tightening When voting on proposals to form price. AllianzGI will generally support our policy on share issuance authorities joint ventures, AllianzGI will consider anti-greenmail provisions that do not unless companies explicitly commit to percentage of assets/ business include other anti-takeover provisions. seek shareholder approval of such contributed, percentage ownership, transactions in their by-laws. financial and strategic benefits, AllianzGI will not support “fair price” governance structure, conflicts of provisions where the shareholder vote For capital authorisation and issuance interest, other alternatives, and non- requirement is greater than a majority proposals exceeding these limits we completion risk. of disinterested shares and/or the fair expect a clear rationale and price calculation is not objective and justification from companies, which we AllianzGI will consider liquidations on independently appraised. will consider on a case-by-case basis. a case-by-case basis, taking into account the management’s efforts to We expect all companies to seek AllianzGI will not support share pursue other alternatives, appraisal shareholder approval of any renewal issuance authorities where these can value of assets, and the compensation of or changes to the existing takeover be used during a public tender offer or plan for executives managing the defences. takeover due to concerns that the liquidation. We will support the issuance authority may serve as a liquidation if the company will be Capital Issuance Authorities takeover defence mechanism. forced to file for bankruptcy if the proposal is not approved. AllianzGI generally accepts capital AllianzGI will not support placement of increases for purposes, which aim to shares at a significant discount to the AllianzGI will consider SPAC mergers increase shareholder value in the long market price as a part of routine share and acquisitions on a case-by-case term. Dilution of existing shareholders is issuance authorities and without basis taking into account the business, a major consideration for all proposals appropriate justification from the financials and the terms of the seeking to increase share capital. company. proposed business combination, valuation, market reaction, timing of AllianzGI expects companies to AllianzGI will in general support the the deal, process of identification of a protect shareholders from unwanted issuance or the increase of preferred target company, any conflicts of dilution and generally favours pre- stock if its conditions are clearly interests and voting agreements. emptive rights – ie, for any new issue defined (in terms of voting, dividend of shares to be first offered to existing and conversion possibility, as well as Anti-takeover mechanisms shareholders. AllianzGI will normally other rights and terms associated with support routine proposals to: the stock) and are considered AllianzGI does not support anti- – I ncrease authorised common stock reasonable by reference to the overall takeover mechanisms. Exceptionally, by up to 10% of the existing capital structure of the company, as we may support a shareholder rights authorised capital; well as previously issued preferred plan or a similar mechanism where – I ssue shares with pre-emption rights stock. AllianzGI will in this respect also shareholder approval is required prior up to 33% of the issued share capital consider the impact of issuance/ to deployment, there is independent of the company (a higher limit can increase of preferred stock on the board oversight and the plan is of a be potentially justified in markets current and future rights of ordinary limited duration. A shareholder rights where any issuance in excess of 33% shareholders. 13