Global Corporate Governance Guidelines Shareholder Rights, Capital Authorities, Corporate Transactions and Corporate Finance Issues Differential ownership rights which can serve to protect and Corporate Transactions entrench founders, lessening their AllianzGI is not supportive of any accountability to the providers of AllianzGI expects companies to put structures that allow control over equity capital. Sunset provisions all major corporate transactions to publicly listed companies which is should be no longer than seven years, shareholder approval in a separately disproportionate to the economic at which point differential voting convened shareholder meeting interests and cash flow rights of structures should collapse to one- notwithstanding the existing share investors. It is our view that controlling share one-vote. issuance authorities. It is important interest is much more likely to deliver that shareholders have a say in expected returns to minority AllianzGI will oppose proposals to decisions that can significantly impact shareholders where the economic amend the charter to include control the profile, purpose, strategy, business interests of majority and minority share acquisition provisions and will prospects and financial position of the shareholders are aligned and the normally support proposals to restore company. investment risk is allocated voting rights to the control shares. proportionately – ie, through Control share acquisition statutes AllianzGI expects companies to adherence to the “one share, one vote” function by denying shares their voting provide sufficient information to principle. Furthermore, while rights when they contribute to enable investors to evaluate the merits differential ownership and control ownership in excess of certain of M&A, significant restructuring or structures do not guarantee positive thresholds. We will support proposals spin off transactions. AllianzGI expects outcomes for minority shareholders, to opt out of control share acquisition all significant changes in the structure they significantly reduce their ability to statutes unless doing so would enable of a company to be approved by its address any misalignment of interests the completion of a takeover that shareholders. that may occur over time and deny would be detrimental to shareholders. investors the tools they can use to put AllianzGI will normally support things right if they go wrong. Control share cash-out statutes give corporate transactions where these dissident shareholders the right to appear to offer fair value to As AllianzGI supports the “one-share, “cash-out” of their position in a shareholders, all shareholders are one-vote” principle, we normally favour company at the expense of the treated equally, and the corporate conversions to a “one-share, one-vote” shareholder who has taken a control governance profile, including capital structure, and will not support position (ie, when an investor crosses a shareholder rights, is unaffected. In the introduction of multiple-class pre-set threshold level, remaining companies with multiple share classes, capital structures or the creation of shareholders are given the right to sell AllianzGI sees tag-along rights for new super-voting/non-voting shares. their shares to the acquirer, who must ordinary shares as a prerequisite for We will also vote against issuance of buy them at the highest acquiring approving a transaction that may securities conferring special rights to price). AllianzGI will generally support lead to a change in control. some shareholders. proposals to opt out of control share cash-out statutes. AllianzGI believes that all material AllianzGI sees time-based sunset related-party transactions should be provisions as a mitigating factor that reported to the board and helps to address the longer-term shareholders, and explained and problem of unequal voting rights justified by the company. We would 12