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