Global Corporate Governance Guidelines 2023

Allianz Global Investors Global Corporate Governance Guidelines Active is: Allianz Global Investors January 2023 Value. Shared.

Global Corporate Governance Guidelines Content 3 Preamble 4 Disclaimer 5 Board of Directors 10 Audit and Risk Management 12 S hareholder Rights, Capital Authorities, Corporate Transactions and Corporate Finance Issues 16 Remuneration 19 Sustainability Issues and Shareholder Proposals 22 General Voting Issues 2

Global Corporate Governance Guidelines Preamble Allianz Global Investors is a leading active asset manager with over 600 investment professionals in 21 offices worldwide and managing EUR 521 billion in assets. We invest for the long term and seek to generate value for clients every step of the way. We do this by being active – in how we partner with clients and anticipate their changing needs, and build solutions based on capabilities across public and private markets. Our focus on protecting and enhancing our clients’ assets leads naturally to a commitment to sustainability to drive positive change. AllianzGI has implemented policies and procedures that it AllianzGI is committed to, and actively encourages, open believes are reasonably designed to ensure AllianzGI dialogue with investee companies on corporate satisfies its fiduciary obligation to vote proxies in the best governance, proxy voting and broader sustainability issues interests of its clients. Based on that fiduciary obligation, in advance of shareholder meetings. Our approach to proxy AllianzGI has adopted the Global Corporate Governance voting and company engagement is set out in AllianzGI’s Guidelines (“Guidelines”) described in this document. The Stewardship Statement, which also explains how we Guidelines provide a general framework for our proxy manage conflicts of interests that may arise in relation to voting analysis and are intended to address the most our stewardship activities. significant and frequent voting issues that arise at our investee companies’ shareholder meetings. In the past years, we continued to strengthen our Global Corporate Governance Guidelines with respect to However, the Guidelines are not rigid rules and AllianzGI’s sustainability-related issues. AllianzGI implemented a more consideration of the merits of a particular proposal may rigorous approach in cases where investors’ concerns on a cause AllianzGI to vote in a manner that deviates from the company’s Say on Climate remain unaddressed and Guidelines. AllianzGI invests time and resources evaluating included the option to vote against directors in these cases. corporate governance and proxy voting issues on a case- Going forward, for certain high-emitting companies we will by-case basis. These decisions take into account companies’ hold directors accountable if the company has not put explanations of their governance structures and practices, credible net zero targets in place. Regarding executive variances across markets in regulatory and legal remuneration we expect European large-cap companies to frameworks, best practices, and disclosure regimes. Our include ESG KPIs into their remuneration policies and would votes are cast in the long-term interest of the company and vote against pay policies if not implemented as of 2023. its investors, following analysis of the impact each issue will have on long-term investment value. 3

Global Corporate Governance Guidelines Disclaimer AllianzGI has the sole discretion to vote proxies in the best interests of its clients, independently of influence, either directly or indirectly, by parent or other affiliated companies. The Guidelines represent the views and guidance of AllianzGI as at the date of publication and are subject to change at any time. 4

Global Corporate Governance Guidelines Board of Directors Role, composition and Notwithstanding these differences, our maximum board effectiveness, effectiveness research and experience suggests that finding a balance between there are certain universal principles continuity and fresh perspectives Composition and effectiveness of the which help to create effective and taking timely action to address board of directors is fundamental to company boards that lead and emerging issues through board robust corporate governance contribute to long-term value creation refreshment. practices and is of utmost importance for both the company’s investors and – A scertain that all board members to the long-term success of businesses, other key stakeholders. We therefore have sufficient time and energy to their investors and other stakeholders. expect boards of all companies to: fulfil their responsibilities towards – Have a mix of competences, skills the company, its investors and other The key responsibilities of the board and experience that would enable stakeholders, both under normal include: setting and testing the effective supervision and advice to circumstances and in extraordinary strategy proposed by the executive the management across all aspects situations that may pose significant and overseeing its execution, of the company’s activities that are additional demands on directors’ determining risk appetite for the critical to the success of the business time. business, ensuring independence and and its long-term sustainability. – E stablish accountability of all board effectiveness of external audit, – Exhibit essential diversity attributes members to shareholders through succession planning for both the determined by key characteristics of regular board elections and executive and the board as a whole, the business, including its products dialogue with investors, and ensure and creating a culture that promotes and services, geography of directors have direct exposure to desired behaviours and encourages operations, demographics of other key stakeholders as employees to act with integrity. customer base and workforce, appropriate. expectations of its key stakeholders, The term “board” in this document as well as existing and emerging AllianzGI’s general expectations of covers the unitary board, the two-tier areas of risk, technological board composition and practices board and the unitary board developments and sustainability are set out below. However, we supported by an executive body aspects. Boards should aim for a understand that each company’s whose members may or may not be diversity of perspectives and circumstances are unique and will be members of the public company experience, including professional keen to learn how alternative board. In companies with a two-tier experience, gender, ethnicity, as governance structures and practices board structure, the term “executive well as national, cultural and social benefit their business, investors and director” applies to Management background that would add value other key stakeholders, and how Board members, and the term “non- to board and management potential governance risks are executive director” applies to deliberations and decision-making. addressed. Supervisory Board members. – Include an adequate number of high-quality independent directors Size, independence and The composition of a board of with sufficient powers to protect the diversity directors will vary based on the board interests of unaffiliated investors structure and the legal and regulatory and other stakeholders in situations AllianzGI believes that for maximum framework applicable to the company. where conflicts of interests might effectiveness a board should include A company’s ownership structure is arise. between five and 15 directors and up another powerful factor that can – Ensure that board size, composition to 20 directors for companies with shape the composition of its board. and processes are optimal for codetermination structures. We 5

Global Corporate Governance Guidelines accept, however, that an optimal directors at widely held companies to links with other directors (eg, board size depends on the company’s be unquestionably independent. interlocking boards); circumstances and a larger or a – L arge shareholding (≥5%) or smaller board may be appropriate. While we would like to see the affiliation with a special interest Therefore, we will be looking at the majority independence standard group (eg, trade unions, board composition and processes adhered to by all boards, we government, affiliated companies, before making voting decisions. understand that this may not always etc); be achievable in the cases of – S ignificant commercial involvement In companies with unitary board controlled companies, companies with with the company as a professional structures, AllianzGI advocates a good co-determination structures and adviser, major supplier or customer; balance between executive and non- smaller public companies. Our or executive directors. We generally see expectation in such cases is for a – E ntitlement to performance-related it as a healthy practice for companies minimum of one-third independent pay, stock options, pension, or to have more than one executive directors, which provides the receiving benefits in the form of director on the board. necessary balance between large donations to charitable objectivity, protection of minority causes of their choice. In companies with a dual board interests and flexibility to shape an structure, where management and effective board that both reflects the AllianzGI believes that healthy gender supervisory responsibilities are split, company’s governance and/or balance can positively influence having a former executive can also ownership structure and helps the group dynamics, leading to better benefit the board and investors by company to achieve its business decision-making. For this reason, we bringing in-depth knowledge of the objectives. strongly encourage all boards and company to the supervisory board; management teams to strive for at however, this needs to be carefully In markets where establishing effective least 30% representation of male and weighed against the benefits of majority independent boards continues female genders. AllianzGI normally adding external knowledge and to be challenging for many companies votes against the re-election of the perspectives, particularly where (eg, developing markets, South Korea, Nominations Committee Chairperson boards also comprise employee Japan) we would also expect a of large-cap companies in developed 1 representatives. minimum of one-third of independent markets where board gender directors. However, we expect diversity is below 30%. We also expect Investors find it both important and companies to develop a clear roadmap to see national and ethnic diversity helpful to understand how the board in establishing majority board that appropriately reflects the fulfils its responsibilities and exercises independence over time and seek to geographic footprint and employee/ its supervisory functions, particularly identify and attract independent customer base of the business, as in relation to overseeing the candidates that would add value to well as other diversity attributes at implementation of the business the board and to the business. board level that can improve its strategy by the management. The effectiveness. AllianzGI would not flow of information to the board, AllianzGI defines director support the re-election of the board governance and decision- independence as being free of Nominations Committee Chairperson making processes, directors’ conflicts of interest or relationships of large-cap companies in the UK, the interactions with senior management with the company that may affect his/ US and Canada where there is not at outside of formal board meetings, and her independence of judgement. The least one member with an ethnically deep understanding of expectations circumstances that, in our view, can diverse background on the board. and concerns of the company’s main affect directors’ independence We strongly encourage disclosure of stakeholders are of critical importance include, but are not limited to the specific diversity targets set by the to board effectiveness and, following: board and reporting on performance consequently, a strong area of interest – Current employment by the against these targets. for investors. company; – Previous executive position at the Board leadership AllianzGI places great importance on company (a “cooling off” period of having a critical mass of five years or longer prior to AllianzGI believes that the roles of unquestionably independent non- appointment will be considered a Chairperson and Chief Executive executive directors on the board to mitigating factor); Officer should be separate to ensure a ensure that the interests of – Close family ties with the company’s clear division of responsibility at the unaffiliated shareholders are directors, senior employees or top of the company. For this reason, protected and conflicts of interests are advisors; AllianzGI will normally support managed effectively at all times. In – Board tenure of more than 12 years; resolutions requiring an independent general, we expect the majority of – Cross-directorships or significant chair. However, we may support the 6

Global Corporate Governance Guidelines appointment of a combined support such an appointment in some AllianzGI expects executive and non- Chairperson/CEO where: circumstances, including the following: executive directors to have sufficient – T he combination of the roles is – The arrangement is temporary to capacity and energy to discharge their temporary and covers a cover a specified restructuring or board and committee responsibilities restructuring or a transition period transition/ succession period of no both under normal circumstances and of no longer than three years; or longer than three years; when special situations or unexpected – The board meets AllianzGI’s – After a cooling-off period of ≥ five developments require substantial independence criteria, has a Senior/ years and provided there is an additional time commitment. Over- Lead Independent Director appropriate balance of commitment by directors is a serious appointed to counterbalance the independence on the board; concern for investors as it can concentration of power at the top, – The Chairperson to be is a founder compromise the quality of boards and there are no major concerns and/or a major shareholder with and, where directors hold full-time over governance practices at the a significant influence over the executive positions, their executive company. company; or responsibilities. While each director’s – There is a convincing rationale circumstances will be different, we will AllianzGI has a strong preference for provided by the company (eg, question all instances where: an independent non-executive strong need for specific expertise – A n on-executive director has more Chairperson of the board. However, and skills that are difficult to find than six non-executive roles in we may support the election of a non- outside the company). public or private companies2. We independent Chairperson if his/her expect the total number of board election is well justified and deemed In all instances, we will be looking at mandates to be even smaller where to be in the interests of the company the quality and independence of the directors have board committee and its investors, and provided the board to ensure appropriate checks responsibilities or other significant board has an appropriate balance of and balances are in place and the external commitments; independence. AllianzGI expects a interests of minority shareholders are – A n on-executive Chairperson has Senior/Lead Independent Director to protected. more than one additional non- be appointed in such circumstances. executive chairmanship, or more Considerations when voting than three additional non-executive AllianzGI values the role of a Senior/ on director election directorships in public or private Lead Independent director and companies; recommends that all companies AllianzGI cannot make an informed – A f ull-time executive director, create this role. A Senior/Lead decision in the absence of sufficient including an Executive Chairperson, Independent Director is important information on nominees at the time of has more than one non-executive for investors as he/she is expected to voting. Hence, we expect all role in a private or public company. be a strong independent voice on the companies to disclose: the names, core board, able to advise and challenge competencies and qualifications of the AllianzGI believes that in companies the Chairperson. This is why any candidates, diversity characteristics with a dual board structure, the candidate for this role should be and skills the candidates bring to the Supervisory Board should comprise no unquestionably independent. A board, as well as professional and more than one former executive to Senior/Lead Independent Director other background, recent and current maintain a proper balance of should support the Chairperson, board and management mandates at authority and responsibility between ensure appropriate checks and other public and private companies, executive and supervisory bodies and balances on the board where the factors affecting independence, and to encourage independence and fresh Chairperson is not independent, attendance at board and committee perspectives on the board. implement an orderly succession plan meetings. for the Chairperson, and act as a point AllianzGI does not approve of age or of contact for investors, non-executive AllianzGI expects directors to attend tenure limits for directors, as our directors and senior executives where all board and committee meetings preference is for boards with a good normal channels of communication held during the year. We expect balance of continuity and fresh through the Chairperson are disclosure of individual directors’ perspectives. However, where limits considered inappropriate. attendance in the annual report. The have to be set, we prefer to see these company must explain all instances of expressed as a maximum number of AllianzGI does not approve of a nonattendance. We will not consider terms that directors can serve rather former CEO being appointed as “other professional or personal than the age of individual board Chairperson of the board as this can commitments” as an appropriate members. In companies and markets affect the balance of authority and justification for a director’s non- where board tenure is not seen as a responsibility between the board and attendance except in the first year factor affecting directors’ management. Exceptionally, we may following the appointment. independence, we will normally vote 7

Global Corporate Governance Guidelines against tenure limits in excess of 12 – The board fulfilling its fiduciary duty non-executive directors and report on years. to shareholders (eg, serious their activities to shareholders. Any business conduct or lack of committee should have the authority AllianzGI believes that officers and supervision allegations against the to engage independent advisers directors should only be eligible for company or individual board where appropriate at the company’s indemnification and liability protection members); expense. if they have acted in good faith on – Reliability of the accounts and/or company business and were found the auditor’s report; Audit committee innocent of any civil or criminal charges – Substantial reporting and/or The board should disclose and explain for duties performed on behalf of the disclosure issues; or the main role and responsibilities of company. We do not support – Material legal proceedings the Audit Committee, as well as the proposals where liability cover extends instituted against the company or process by which the committee beyond legal costs, and which can: the directors in the year in question. reviews and monitors the quality of – L imit or eliminate all liability for audit, the robustness of internal monetary damages, for directors AllianzGI would also include failure to controls and the independence of the and officers who violate the duty of adequately guard against or manage external auditor. “Long-form” auditor care; or ESG risks including, for example, and audit committee reports should – Expand indemnification to cover climate risks, biodiversity-related risks become a standard reporting format acts, such as negligence, that are or human rights issues into account for all audit committees and external more serious violations of fiduciary when assessing the board. auditor. These should discuss the obligations than mere carelessness. scope of the audit, materiality AllianzGI believes it is important that thresholds, major audit and AllianzGI cannot support the election discharge of liabilities or ratification accounting issues reviewed by the of a director convicted of crime or of acts is sought for each individual Committee and the external auditor misconduct. We evaluate the re- director rather than the board as a during the year and their respective election of directors under whole. conclusions, as well as any identified investigation for civil or criminal areas of improvements. offenses on a case-by-case basis and AllianzGI may vote against individual usually abstain on their re-election. board members or the entire board AllianzGI normally expects the Audit where the directors have failed to take Committee to comprise directors who AllianzGI is concerned that non-voting action on the proposals approved by are unquestionably independent and directors, or censors, can have the shareholder meeting. have the appropriate qualifications, considerable influence on the board experience, skills and capacity to while not being directly accountable Board Committees contribute effectively to the to shareholders. Censors should be committee’s work. In companies with appointed only in the event of AllianzGI encourages all boards to co-determination structures, AllianzGI exceptional and temporary establish at least three key board would like to see at least 50% (and circumstances and if their presence committees specialising in audit, ideally a higher proportion) of adds significant value in terms of director nomination and compensation independent directors on the Audit board composition and board issues. Such committees constitute a Committee as well as an independent functioning. critical component of a robust committee chairperson. corporate governance structure and AllianzGI will consider composition, contribute to the proper functioning of AllianzGI also expects the Audit attendance and performance of the the board of directors. Other Committee Chairperson and, board during the year under review committees, such as a separate risk preferably, another committee when voting on proposals to committee, technology committee, member to have audit, accounting discharge the board of liabilities or sustainability committee, etc. may also or appropriate financial expertise, ratify the board’s acts. Where be appropriate depending on the unless there are stricter local laws. individual directors are not standing circumstances of the business. While for re-election during the year under we would not necessarily expect AllianzGI expects all companies to review, and we have concerns over companies to establish a separate establish a robust policy regulating board governance practices, we may sustainability committee, we would like and restricting the pledging of use the board discharge/ratification to understand how the board has company’s shares by executives. We proposals to express our concerns. anchored responsibility for expect the Audit Committee to sustainability matters on the board, oversee any pledging of shares by AllianzGI will vote against individual either with individual board members executive directors to ensure this directors or the whole board where or with a committee. The key board activity does not present undue risks there are concerns about: committees should be comprised of for minority shareholders. 8

Global Corporate Governance Guidelines AllianzGI will not support the election Voting on director elections own directors to the board. We will of candidates to Fiscal Councils, vote case-by-case on proposals to Boards of Statutory Auditors or any AllianzGI sees the power to elect or reimburse proxy solicitation expenses. other audit and control bodies unless remove company directors as a When voting in conjunction with the full information on the candidates is fundamental shareholder right. We support of a dissident slate, AllianzGI provided at the time of voting and the consider the majority-voting standard will support the reimbursement of candidates meet the criteria of to be an appropriate mechanism for appropriate proxy solicitation independence and expertise similar to electing/removing directors. expenses associated with the election. those for the Audit Committee. AllianzGI expects to be able to vote on Remuneration committee each director individually. We will only AllianzGI expects the Remuneration be able to support a bundled Committee to be at least 50% proposition on the election (or independent and comprise directors discharge) of directors if we are who have the qualifications, satisfied with the overall board experience, skills and capacity to composition and the performance of contribute effectively to the every director. committee’s work. In companies with co-determination structures, we AllianzGI believes that all directors expect the Remuneration Committee should be subject to re-election at to be at least one-third independent. regular intervals (ideally annually) to ensure effective board governance AllianzGI will vote against any and accountability to shareholders. executive director, including an Consequently, we will support efforts Executive Chairperson, standing for to declassify classified/staggered election if they are expected to serve boards with a view to helping on the Remuneration Committee. eliminate any barriers that hinder the board’s ability to adapt quickly in a Nomination committee changing environment. AllianzGI expects the Nomination Committee to be at least 50% Proxy Contests independent and comprise directors Proxy contests are among the most who have the qualifications, difficult corporate governance experience, skills and capacity to decisions because an investor must contribute effectively to the determine which group is best suited committee’s work. In companies with to manage the company. Factors co-determination structures, AllianzGI AllianzGI will consider in voting on expects the Nomination Committee to proxy contests include the following: be at least one-third independent. – S trategy of the incumbents versus the dissidents; We expect the Nomination – Past performance relative to peers; Committee to report to investors as – M easures taken by the board to regards the continuing address issues raised by the appropriateness of the board dissidents and other investors; composition and diversity, and steps – E xperience and skills of director taken to refresh the combination of candidates proposed by both sides; experience, skills and diversity of – G overnance profile of the company; perspectives on the board. and Furthermore, we expect the – E vidence of management Nomination Committee to have a entrenchment. succession plan in place for the key board and management positions, AllianzGI expects activist shareholders and would like to see a statement to to engage in a robust constructive this effect in the annual report and dialogue with the board of the target accounts. company before seeking to appoint 1) This guideline will not appl y to Japan, Hong Kong and Singapore where we believe a longer transition period will be needed to achieve 30% gender diversity on boards. 2) Directorships in subsidiaries of a group are considered as part of a single board position. 9

Global Corporate Governance Guidelines Audit and Risk Management Audit AllianzGI expects companies to disclose information on the fees paid to the auditor and AllianzGI sees high quality external audit, robust provide explanation of any non-audit services oversight of financial controls and integrity of received from the auditor. We believe that high- financial statements as fundamental to the levels of non-audit fees can undermine the healthy functioning of financial markets and the auditor’s independence and can affect the success of our investments. As a result, we may quality of audit due to potential conflicts of withdraw our support from the company’s board interests arising when the audited company has and management if there are concerns over the acted on advice provided by the auditor’s own quality and integrity of financial statements and firm. Therefore, we expect companies to provide of the audit process, the independence of a clear breakdown of both audit and non-audit auditors or supervisory bodies, the integrity of the services and fees, and favour restrictions on the auditor selection process, or the robustness of non-audit work an external auditor can internal controls. undertake for its audit clients. We may vote against the re-election of the auditor or Audit We expect all companies to provide robust Committee members where non-audit fees disclosures in relation to the resolutions seeking exceed 50% of audit fees on a recurring basis. election or ratification of the external auditor. In AllianzGI recommends that companies with particular, we expect an explanation of any recurring needs for certain non-audit services changes in external audit arrangements and a consider seeking advice outside of their audit report on the selection process of a new external firms. auditor. Any resignation of the auditor before the end of their contract should be disclosed along AllianzGI considers it prudent for companies to with the reasons given by the auditor. tender the external audit mandate at least every 10 years and to change the auditor after a AllianzGI places high importance on the maximum of 20 years, unless there are stricter independence of the external auditor, objectivity local laws, to ensure auditor independence and of the audit process and professional scepticism benefit from a fresh perspective that a new applied by the auditor. We expect the Audit auditor brings. There is also mounting evidence Committee to have a direct ongoing dialogue from companies that have rotated their external with the external auditor. auditors in the past five years of an improvement in the quality of audits both before and after the AllianzGI does not support proposals that limit transition of the auditor. auditor liabilities as they could potentially reduce shareholders’ ability to recover any losses incurred. 10

Global Corporate Governance Guidelines AllianzGI is supportive of the introduction of Cyber risk has become a part of modern extended auditor reports in all jurisdictions as we business landscape with all companies facing find them insightful and useful for investors, as varying degree of exposure. AllianzGI expects well as being conducive to greater accountability company disclosures around cyber security from the auditor and the company’s oversight governance, including key roles within the bodies (ie, Audit Committee, Board of Statutory company responsible for cyber resilience of the Auditors or Fiscal Councils). In this context, we business, and the board’s approach to ensuring expect both the external auditor and the internal robust oversight. oversight bodies to comment on any major audit and accounting issues that came up during the Climate-related risks can have material impact year under review in their respective reports to on companies’ business model, operations and investors. performance. AllianzGI, therefore, expects boards and management of all companies, and particularly those in carbon intensive industries, Risk Management to develop a sustainability strategy, assess the impact of climate-related risks, and take steps AllianzGI believes that boards of companies with to minimize Scope 1, 2 and 3 GHG emissions high standards of corporate governance will be and address other risks to the business posed able to make sound strategic decisions, by climate change. We expect companies to determine an appropriate risk appetite for the report to investors on targets, measures and company and oversee its approach to risk achievements regularly and consistently, ideally management. The board has the responsibility using TCFD reporting framework. to ensure that the company has implemented an effective process to identify material risks to the Biodiversity-related risks such as risks that may business and to proactively manage those risks arise relating to water, waste, deforestation, and as appropriate. This includes risks arising from the use of natural resources including marine environmental and social impacts of business resources should be included in regular risk operations, and its governance structures and assessments. We expect companies to adopt practices. appropriate risk management strategies and report on targets and progress regularly. AllianzGI is supportive of proposals which require the board to conduct a review of the effectiveness of the company’s risk management, its internal control systems and its risk management plan at least annually. We support the establishment of a risk committee responsible for supervision of risks within the company. If necessary, the board or the risk committee should seek independent external support to supplement internal resources. We also encourage companies to consider appointing their Chief Risk Officer to the board. 11

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

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

Global Corporate Governance Guidelines Capital Management and will be analysed in light of our criteria AllianzGI will support private Corporate Finance issues for share issuance authorities. placements and issuances of warrants and/or convertible debentures in a AllianzGI believes that proposed AllianzGI will vote case-by-case on the private placement, if it is expected dividend payments should be conversion of securities taking into that the company will file for disclosed in advance to shareholders consideration the dilution to existing bankruptcy if the transaction is not and be put to a vote. Shareholders shareholders, the conversion price approved. should also be able to approve the relative to market value, financial company’s financial statements and issues, control issues, termination Shareholder Rights its dividend policy. penalties, and conflicts of interest. AllianzGI will support the conversion if AllianzGI considers the ability to call a AllianzGI would normally only support it is expected that the company will be special meeting or to put resolutions scrip dividend proposals that allow for subject to onerous penalties or will be to a shareholder meeting’s agenda to a cash option to offer investors a forced to file for bankruptcy if the be a fundamental shareholder right. choice. In such instances, we expect transaction is not approved. We encourage companies to establish companies to offset dilution caused by thresholds for shareholder resolutions scrip dividend through share AllianzGI will consider proposals that are high enough to prevent buybacks. We are generally not regarding private placements, abuse, but low enough to allow issues supportive of scrip dividends where warrants, and convertible debentures that concern a large number of scrip is offered at a discount to the on a case-by-case basis, taking into smaller shareholders being raised in cash option. consideration: shareholder meetings. This can be – Dilution to existing shareholders; achieved if the threshold is set by a AllianzGI will approve share – Terms of the offer (discount/ reference to either a shareholding repurchase programs where these are premium in purchase price to requirement or the size of a proponent deemed in the best interests of investors, including any fairness group. shareholders, all shareholders can opinion, conversion features, participate in the buyback termination penalties, exit strategy); Shareholders should be able to programme on equal terms and – Financial issues (the company’s nominate candidates for the board of AllianzGI agrees that the company financial condition, degree of need directors. AllianzGI supports proxy cannot use the cash in a more for capital, use of proceeds, effect access proposals with reasonable productive way. AllianzGI will also of the financing on the company’s ownership threshold and duration view such programs in conjunction cost of capital, current and requirements that do not impose limits with the company’s capital allocation proposed cash burn rate, going on the number of shareholders in a policy. concern viability, and the state of nomination group or set an the capital and credit markets); unreasonably low cap on the AllianzGI will vote in favour of share – Management’s efforts to pursue proportion of shareholder nominees repurchase authorities in excess of alternatives and whether the on the board. 10% of the issued share capital only if company engaged in a process to the company provides clear and evaluate alternatives; AllianzGI believes that companies convincing justification for the – Control issues (potential change in should enable holders of a specified proposal. AllianzGI believes that share management/board composition, portion (eg, 5-25%) of its outstanding buybacks at a significant premium to change in control, standstill shares or a specified number of the market price can be value provisions, voting agreements, veto shareholders to call a meeting of destructive and are generally not in power over certain corporate shareholders for the purpose of the interests of shareholders. We will actions, and minority versus transacting the legitimate business of not support share repurchase majority ownership and the company. Shareholders should be authorities where these can be used corresponding minority discount or enabled to work together to make as a takeover defence mechanism. majority control premium); such a proposal. Shareholders should – Conflicts of interest (as viewed from be able to exercise both rights to call AllianzGI is in favour of debt issuance the perspective of the company and special meetings and act by written proposals that enhance companies’ the investor), considering whether consent. long-term prospects and do not result the terms of the transaction were in unacceptable levels of financial negotiated at arm’s length, and AllianzGI does not support proposals leverage. AllianzGI agrees that whether managerial incentives are that can facilitate a concert party investors should be consulted on aligned with shareholder interests; gaining or increasing control of the significant issuances of debt and and company without paying an proposals to raise borrowing limits. – Market reaction to the proposed appropriate premium to minority Any proposal to issue convertible debt deal. shareholders. 14

Global Corporate Governance Guidelines AllianzGI does not support reincorporation proposals that may result in the reduction in legal and regulatory protections available to shareholders, erosion of shareholder rights, and potential deterioration in governance standards at the company. AllianzGI does not support changes in the company’s articles or by-laws that can lead to erosion of shareholder rights. We expect all shareholders to be treated equally and do not approve of changes in articles that may disadvantage certain groups of shareholders. AllianzGI expects all changes to the company’s articles and bylaws to be put to a shareholder vote and will oppose proposals giving the board an exclusive authority to amend the company’s articles and bylaws. While we continue to favour hybrid shareholder meetings over purely virtual ones, we support amendment of bylaws to hold virtual only meetings only if companies guarantee shareholders’ rights at the meeting. In Germany, we support these resolutions up to three years. AllianzGI evaluates company practice when making voting decisions. 15

Global Corporate Governance Guidelines Remuneration Remuneration of Executive AllianzGI believes that executive AllianzGI encourages all companies to Directors and Senior directors should be encouraged to require that the management build Managers receive a proportion of their substantial shareholding in the compensation in form of company company in order to align their shares. Therefore AllianzGI would interests better with the interests of AllianzGI expects companies to operate generally support the use of well- investors. Only shares that are within the parameters of their designed share-based compensation beneficially owned by executives remuneration policy as approved by plans, including appropriate deferrals. should be counted towards formal shareholders. Both the structure and share ownership requirements. level of executive remuneration should AllianzGI supports management be designed to promote long-term incentive plans where: AllianzGI favours share-based success of the company. The board and – Incentive awards are subject to incentive schemes over stock options the Remuneration Committee should relevant KPIs and robust due to concerns over potentially be able to explain and justify the performance targets; disproportionate incentive for structure and quantum of executive pay – The award opportunity is clearly executives to drive shorter-term share in the context of the company’s business defined; price performance at the expense of environment and performance. – Performance periods are of the longer-term health of the business, appropriate duration (eg, no less as well as excessive shareholder AllianzGI does not approve of than three years for a long-term dilution (the latter can be mitigated significant salary increases that are not incentive award); through the use of Share Appreciation linked to material changes in the – For primary KPIs, vesting under Rights (ie, SARs)). business or in the role and relative performance metrics is responsibilities of executive directors. linked to robust performance AllianzGI expects clear disclosure of all We do not consider it appropriate to against that of the selected peer KPIs and performance targets under offer contractual multi-year group; and all management incentive plans, with a guarantees of salary increases, bonus – The vesting scale is designed to view to enabling investors better to payments and/or equity encourage higher levels of assess the link between executive compensation. AllianzGI expects performance. compensation and corporate strategy companies to pay no more than and performance. We are keen to necessary on recruitment of executive We are generally willing to accept understand both annual and long- directors and, whenever possible, to small-scale share awards that are not term targets set by the board for link recruitment-related awards to the conditional on performance (eg, executives, as well as performance company’s performance. restricted shares or time-vested shares) against these targets. Particular up to a limit of 100% salary. Any larger importance is placed on the following Generally, we would like to see share-based awards should be subject considerations: executive compensation comprising to robust performance targets as – T he link between performance KPIs short-term and long-term elements stated above, although we and targets, and the mid- and long- that align executives with shareholders acknowledge that there may be term goals of the company; and where superior rewards can be exceptional circumstances (eg, – A h ealthy mixture of KPIs to ensure achieved by attaining superior turnaround/recovery situations) where there is no over-reliance on a single performance. However, we a larger restricted share award will be dimension of performance or key acknowledge that remuneration appropriate. In the United States we indicator; policies will differ depending on the would accept restricted or time-vested – I ncorporation of risk considerations company’s circumstances and are shares up to 50% of share-based pay. so that there are no rewards for prepared to consider alternative taking inappropriate risks at the arrangements. 16

Global Corporate Governance Guidelines expense of the company and its strategy has delivered sustainable AllianzGI encourages the introduction investors; and value creation it was meant to achieve. of a clawback policy comprising both – Performance measurement over This secondary assessment can be compliance- and result-related clauses timescales sufficient to determine made against share-price and the inclusion of appropriate that value has in fact been added performance, total shareholder clawback provisions under the terms of for the company and its shareholders returns, return on capital employed, incentive plans. (for long-term awards we expect a return on equity or any other minimum performance period of performance metrics that best reflect AllianzGI pays close attention to three years, but we encourage long-term sustainable value creation. perquisites, including pension companies to consider a five-year arrangements, and will vote against if performance period or introduce an We understand that for short-term deemed excessive. We expect additional holding period). performance awards, such as annual executive pension arrangements to be bonus schemes, disclosure of targets in line with those offered to company AllianzGI expects large-cap companies under operational and financial KPIs employees, and will only support in Europe to integrate social, may be commercially sensitive and, additional pension schemes for environmental and governance metrics therefore, undesirable. However, we executive directors (in markets where into their remuneration policies based expect all companies to disclose such this is allowed by law) where, on on their respective materiality analysis. targets retrospectively, as part of the retirement, an executive does not also AllianzGI generally votes against annual report and/or results benefit from generous severance remuneration policies of those presentation for the year for which the payments and/or compensation under European large-cap companies that bonus was paid. Any non-disclosure of a “non-compete clause”. AllianzGI does have not included ESG KPIs in their bonus targets should be explained and not approve of the inclusion of variable remuneration policies. For companies justified by the company. pay in the pension calculation or in other regions and smaller crediting additional years of service to companies AllianzGI encourages AllianzGI does not support executive directors as a benefit. the integration of ESG factors in retrospective amendments to the remuneration policies where material terms of incentive schemes without a We will not support transaction and appropriate. prior shareholder approval. We will bonuses and retrospective ex-gratia vote against incentive plans that may payments, and will not approve When it comes to performance-based be materially altered (eg, cancellation financial assistance to directors, share incentive schemes, we currently and re-issue, re-testing, re-pricing officers or related persons without observe two main approaches: or backdating of options) without clear explanation and robust – F irst and most common approach is shareholder approval, allow justification from the company. We will for companies to make annual share management significant discretion only approve a one-off special awards to executives at a level set in granting certain awards, or are payment/award where the company under the policy, and measure otherwise inconsistent with the can demonstrate truly exceptional performance against pre- interests of shareholders. In light of circumstances and significant determined KPIs and targets at the current economic conditions, in additional value creation. end of the performance period; particular high inflation rates in many – S econd approach is to determine countries, AllianzGI will carefully AllianzGI believes that severance the size of the long-term award on evaluate generous pay packages payments to executives should be set the basis of an annual performance taking into account pay increases of at a reasonable level. Ideally, assessment and apply a deferral the wider workforce and consider severance pay should not exceed one period to ensure alignment between whether companies received direct year’s fixed salary and benefits or executives and shareholders over an state aid, underwent significant minimum legal requirements in the extended period of time. layoffs and/or restructuring or cut markets where these are higher than dividends. We generally vote against 12 months’ fixed pay. Where We have seen both approaches used if we consider pay packages overly appropriate, payments to former effectively to the benefit of the generous taking these aspects into executives should be subject to company and shareholders. However, account. performance targets. All incentive where the initial performance awards should be time pro-rated and assessment covers a period of one AllianzGI may not support equity tested for performance, including in year only, we expect application of award plans that are too dilutive (eg, the event of an early termination due objective and transparent >10% of the issued share capital in 10 to the change in control. Termination performance measures to determine years for executive and all-employee payments following a change in the size of the award, as well as a plans) and expensive to existing control should only be available in the secondary assessment on vesting to shareholders. event of a loss of job or substantial ensure that the management’s diminution of duties, and should be 17

Global Corporate Governance Guidelines similar to those available under normal AllianzGI supports all-employee equity the Remuneration Committee and circumstances. We will vote against plans as we generally consider these fully disclosed to shareholders in a any severance payments or retirement beneficial in aligning employee Remuneration Report. bonuses when the amount paid is not interests with shareholders. However, disclosed or the recipient is moving to we may not be able to support AllianzGI supports annual votes on another position within the company. employee share plans, which appear executive remuneration, which provide to be excessively dilutive for the most consistent and clear AllianzGI expects disclosure of a policy shareholders. communication channel for addressing possible hedging of the shareholder concerns about company’s stock by its executives, Remuneration of Non- companies’ executive pay programs. where such activity is permitted. Using Executive Directors AllianzGI encourages moves to give hedging instruments to protect shareholders a vote on executive management against negative share AllianzGI believes that compensation remuneration. price movements undermines the of non-executive directors should be purpose of equity incentive plans and structured in a way that aligns their AllianzGI will vote against remuneration reduces alignment with shareholder interests with long-term interests of related proposals – either on policy or interests. shareholders, does not compromise the report – where insufficient their independence from management information has been provided to We note that, in some markets, or from controlling shareholders of the allow investors to make an informed companies seek approval of a so company, and does not encourage decision. called “budget” to pay its directors, excessive risk-taking behaviour. In without disclosing details of the particular, AllianzGI believes that non- AllianzGI expects all companies that remuneration policy or approach. In executive board members should not received high levels of dissent on their such cases, AllianzGI will review past receive variable remuneration, equity remuneration proposals to understand remuneration of directors and incentives or retirement benefits as the rationale behind negative votes management, as well as proposed pay these could compromise their and address investor concerns. We levels. We may not approve significant independence and ability to hold may vote against the Chairperson increases in board remuneration that management accountable. and members of the Remuneration are not linked to material changes in Committee where shareholder the business, or in the number, roles AllianzGI believes that non-executive concerns remain unaddressed despite and responsibilities of directors. We directors’ fees should be sufficient to significant shareholder dissent or would like to see all remuneration attract directors of appropriate calibre where we remain unsatisfied with related proposals to be sufficiently and experience, while all notable the remuneration policy following detailed to allow shareholders to differences in board members’ fees engagement with the company. assess the structure of and approach should reflect their responsibilities and to director remuneration. time commitment and be clearly AllianzGI expects all plans that allow explained and justified. grants of shares to executive directors Employee Remuneration to be put to a shareholder vote, We expect all non-executive directors regardless of whether the shares are Remuneration structures and to share their expertise and offer newly issued or purchased on the frameworks for employees should help advice to the board and management market. reinforce corporate culture and foster as part of their role. We therefore find performance. In this respect and in any chargeable consultancy services We also believe that all incentive accordance with applicable laws provided by directors inappropriate, as plans should be of a limited duration AllianzGI encourages companies to they compromise directors’ objectivity and require shareholder approval provide shareholders with information and ability to hold management prior to renewal. on the ratio between senior accountable. management compensation and that AllianzGI believes that the of the wider workforce, including AllianzGI cannot approve a substantial Remuneration Committee should have calculation methodology and changes increase in directors’ fees without a discretion to adjust pay levels under over time. robust justification by the company. the remuneration policy to reflect shareholder experience and help Performance measurement for staff Remuneration Committee avoid reputational and other risks to remuneration should incorporate risk and “Say on Pay” the business. However, we do not considerations to ensure that there are approve of unlimited discretion. no rewards for taking inappropriate The company’s remuneration policy risks at the expense of the company and the structure/quantum of pay for and its investors. each director should be determined by 18

Global Corporate Governance Guidelines Sustainability Issues and Shareholder Proposals AllianzGI expects companies to develop a allowing investors to judge progress. We may sustainability strategy addressing material vote against the Chairperson or director in environmental and social issues including charge of sustainability matters on the board climate change, to set targets in line with the where shareholder concerns remain Paris Agreement and report on progress. unaddressed despite significant shareholder dissent or where we remain unsatisfied with the AllianzGI anchors sustainability-related matters company’s responsiveness to implementing a in various aspects of its Global Corporate Say on Climate. Governance Guidelines. These comprise, but are not limited to: Going forward, for certain high-emitting – clearly assigning sustainability-related companies AllianzGI will hold directors responsibilities on the board; accountable if the company does not have – the management of sustainability-related risks credible net zero targets in place. As of 2024, when assessing the board and electing depending on the set-up of the board AllianzGI directors; and will vote against the Chairperson of the – the inclusion of ESG KPIs into remuneration Sustainability Committee, the Strategy policy. Committee or the Chairperson of the Board of certain high-emitting companies if it does Please refer to the respective section of these not have net zero targets or GHG reductions Guidelines for policy application. targets and TCFD disclosure in place. AllianzGI encourages high-emitting companies If shareholders raise a resolution related to a Say to ask shareholders for support of their climate on Climate resolution, AllianzGI evaluates these strategy. We support such proposals if the on a case-by-case basis. Where shareholder company provides a challenging climate proposals are prescriptive in nature, requesting strategy including clear targets and milestones the board and management to take certain that balances business and climate-related actions, AllianzGI will consider the rationale and targets without unduly compromising the feasibility of each proposal, the consistency of company’s medium-term business outlook. We the wording of the proposal with its intent, the would expect companies to define clear impact of the proposal on the company’s short- accountability on the board for climate-related term and long-term value as well as other matters to ensure reasonable oversight over relevant background circumstances including climate-related strategies. Boards should the company’s performance in these areas, past commit to reporting annually following responsiveness to shareholder engagement and established reporting frameworks and thus risk evidenced by controversy. 19

Global Corporate Governance Guidelines Shareholder resolutions our vote direction, we take into account the company’s current state of policies and AllianzGI customarily reviews shareholder disclosure, the potential impact of non- proposals concerning corporate governance compliance as well as the nature and scope of and broader sustainability issues, including for the company’s operations. AllianzGI supports example proposals related to climate change proposals asking companies to report on action, reporting on climate change or emissions environmental damage of their operations in and increasingly proposals related to social protected regions. We also support resolutions issues such as gender and racial/ethnic diversity asking companies to adopt recycling strategies. and human rights-related topics. Given the AllianzGI votes for proposals requesting a variety and variability of shareholder proposals, company to report on or adopt a policy on it is often difficult to develop policy positions on water-related risks. the issues raised by shareholders; hence we prefer to review and vote on a case-by-case Product Safety and Toxic/Hazardous basis, taking account of factors such as the Materials: AllianzGI supports proposals nature of the proposal, whether it might be requesting that a company reports on its overly prescriptive in nature as well as the policies, initiatives, procedures, and oversight company’s policies and progress. Nevertheless, mechanisms related to toxic/hazardous the positions described below outline our materials or product safety in its supply chain, as general voting stance in particular areas. well as resolutions requesting that companies develop a feasibility assessment to phase out AllianzGI supports proposals that ask company certain toxic/hazardous materials, or evaluate boards and management to enhance and disclose the potential financial and legal transparency, adhere to internationally risks associated with utilizing certain materials. recognized standards and principles, and give greater consideration to sustainability issues Diversity and human capital management: deemed material to the long-term performance AllianzGI supports proposals seeking enhanced of the company or to key stakeholders (eg, reporting of the company’s efforts to enhance employees, local communities). diversity of boards, management and workforce. We will support shareholder proposals seeking Shareholder resolutions relating to enhanced reporting of human capital data, environmental and social issues including composition of the workforce, Climate change: AllianzGI supports shareholder employee turnover, absenteeism rates, gender proposal asking companies to report on their diversity, racial/ethnic diversity, and other useful climate change strategy in alignment with the indicators that help investors assess companies’ Paris Agreement and within the framework human capital management practices. AllianzGI described above as well as environmental supports resolutions seeking introduction of policies. We support shareholder proposals policies and statements that explicitly prohibit seeking information on climate-related financial, discrimination and promote equal opportunities physical or regulatory risks and how the at investee companies. We support resolutions company identifies, measures, and manages asking for improved reporting on gender and such risks. We support shareholder proposals racial/ethnic pay gaps taking into account the calling for the reduction of GHG emissions, company’s policies and disclosure as well as subject to our assessment of the company’s recent controversies. If required in our view, we efforts and improvements achieved. We also may support proposals requesting external vote for shareholder proposals requesting a audit of the issue. report/disclosure of a company’s goals on GHG emissions from operations and/or products as Human Rights and Labour Rights: AllianzGI well as progress against these goals. AllianzGI supports proposals requesting a report on the supports proposals requesting that a company company’s or its suppliers’ labour and/or human report on its energy efficiency policies and the rights standards and policies, as well as feasibility of developing/switching to renewable implementation of human rights standards and energy sources. workplace codes of conduct in general and in relation to countries in which there are Environmental impact: AllianzGI supports systematic violations of human rights. AllianzGI resolutions that ask companies to outline may support shareholder proposals that call for environmental policies and the community independent monitoring programs in impact of their operations. When determining conjunction with recognized human rights 20

Global Corporate Governance Guidelines groups to monitor compliance. We expect Lobbying: AllianzGI generally supports companies to comply with international labour shareholder proposals that ask for transparency standards as outlined by the International on climate lobbying to ensure that a company’s Labour Organization’s Fundamental lobbying efforts are in line with their stated Conventions. AllianzGI supports shareholder decarbonisation targets. proposals to adopt labour standards for foreign and domestic suppliers to ensure that the Tax transparency: AllianzGI generally supports company will not do business with suppliers that shareholder proposals that ask for improved tax manufacture products using forced labour, child transparency and/or country by country labour, or that fail to comply with applicable reporting. We note regulatory developments on laws protecting employee’s wages and working tax transparency and are supportive of progress conditions. We will also vote for proposals towards more consistency between markets. requesting that a company conducts an assessment of the human rights risks in its operations or in its supply chain, or report on its human rights risk assessment process. AllianzGI votes case-by-case on resolutions requesting that a company reports on workplace safety and/or security risks taking into account compliance with applicable regulations, disclosure standards and controversies. Shareholder proposals related to governance issues AllianzGI uses its Corporate Governance Guidelines as the main reference point for considering corporate governance proposals put forward by other shareholders. Our duty is to act in the interest of our clients at all times, so we consider each proposal on merit and will support those deemed to be beneficial for the company and our investment. Executive remuneration: AllianzGI generally supports shareholder proposals related to executive remuneration that call for improved disclosure, greater link between pay and performance, increased accountability to shareholders and elimination of problematic practices identified under AllianzGI’s policy. Where proposals are prescriptive on quantum of pay and KPIs used under the incentive schemes, we take decisions on a case-by-case basis. Political donations: AllianzGI does not support using shareholder funds for political donations and supports disclosure and justification to shareholders of all substantial political expenditures. Where management puts forward a resolution to avoid a similar shareholder proposal, AllianzGI will only support the management proposal if it is more shareholder friendly than the original shareholder proposal. However, if the management proposal is less shareholder friendly, we will vote against the proposal and may vote against the re-election of the Governance Committee members. 21

Global Corporate Governance Guidelines General Voting Issues Agenda items at shareholder meetings should Many routine proposals are operational issues be presented clearly, distinctly and of a noncontroversial nature. The list of unambiguously. AllianzGI favours voting on operational issues includes, but is not limited to: individual issues and will vote against bundled – Changing date, time, or location of the annual resolutions if we disagree with at least one meeting; component of a bundled proposal. – Amending quorum requirements; – Amending minor bylaws; AllianzGI in general opposes “Other Business” – Approving financial results, director reports, proposals unless there is full and clear and auditor reports; information about the exact nature of the – Approving allocation of income; business to be voted on. – Changing the company’s fiscal term; and – Lowering disclosure threshold for stock AllianzGI believes that companies should apply ownership. high standards of disclosure and transparency. In this regards, AllianzGI shows a preference for: While these proposals are considered to be – A t least half-year or full-year reports; routine, they are not inconsequential. Fiduciaries – A dherence to consistent internationally remain charged with casting their votes, so these accepted financial standards; proposals must be evaluated on a case-by-case – A vailability of financial information and basis, taking into account shareholders’ rights investor communication in English; and the potential economic benefits that would – P ersonal accessibility and availability of top be derived from implementation of the proposal. management and non-executive directors to investors; – P ublication of documents on the Internet; – M andatory presence of directors at general meetings; – A doption of electronic voting; and – S tandardisation of voting forms and confirmation of votes to investors. AllianzGI will generally oppose proposals to provide management with the authority to adjourn an annual or special meeting absent compelling reasons to support the proposal. However, AllianzGI will support proposals that Contact for queries relate specifically to soliciting votes for a merger or transaction if supporting that merger or Dr Antje Stobbe transaction. Tel: +49 (0) 69 24431 2630 Email: [email protected] AllianzGI Stewardship Team Email: [email protected] 22

Allianz Global Investors GmbH Seidlstrasse 24–24a 80335 Munich Germany www.allianzgi.com Disclaimer Investing involves risk. The value of an investment and the income from it will fluctuate and investors may not get back the principal invested. Past performance is not indicative of future performance. This is a marketing communication. It is for informational purposes only. This document does not constitute investment advice or a recommendation to buy, sell or hold any security and shall not be deemed an offer to sell or a solicitation of an offer to buy any security. The views and opinions expressed herein, which are subject to change without notice, are those of the issuer or its affiliated companies at the time of publication. Certain data used are derived from various sources believed to be reliable, but the accuracy or completeness of the data is not guaranteed and no liability is assumed for any direct or consequential losses arising from their use. The duplication, publication, extraction or transmission of the contents, irrespective of the form, is not permitted. This material has not been reviewed by any regulatory authorities. In mainland China, it is used only as supporting material to the offshore investment products offered by commercial banks under the Qualified Domestic Institutional Investors scheme pursuant to applicable rules and regulations. This material is being distributed by the following Allianz Global Investors companies: Allianz Global Investors U.S. LLC, an investment adviser registered with the U.S. Securities and Exchange Commission; Allianz Global Investors GmbH, an investment company in Germany, authorized by the German Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin); Allianz Global Investors Asia Pacific Ltd., licensed by the Hong Kong Securities and Futures Commission; Allianz Global Investors Singapore Ltd., regulated by the Monetary Authority of Singapore [Company Registration No. 199907169Z]; Allianz Global Investors Japan Co., Ltd., registered in Japan as a Financial Instruments Business Operator [Registered No. The Director of Kanto Local Finance Bureau (Financial Instruments Business Operator), No. 424, Member of Japan Investment Advisers Association]; Allianz Global Investors Korea Ltd., licensed by the Korea Financial Services Commission; and Allianz Global Investors Taiwan Ltd., licensed by Financial Supervisory Commission in Taiwan. January 2023