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