DocuSign Envelope ID: 706729E6-E6CB-4DD6-A276-F430083C6788
ESSENTIAL FACT
AES ANDES S.A.
REGISTRATION IN THE SECURITIES REGISTER NO 0176
Santiago, March 31, 2022
Lord:
Joaquin Cortez H.
President of the Commission for the Financial Market
Avda. Libertador Bernardo O’Higgins 1449
Present
Ref.: Communicates Summons to Ordinary and Extraordinary Meeting
of Shareholders
Of our consideration
In compliance with the provisions of Article 9? and first paragraphs
and second of Article 10? of Law No. 18,045 on the Securities Market, in Article 63 of the Law
N*18.046 on Corporations, as well as the provisions of General Standard N*30
of the Commission under your charge (“CMF”), and duly authorized, I inform and communicate to you, in
in fact essentially, that by resolutions of the Board of Directors of AES Andes S.A. (the “Company”), adopted in
meeting held on March 31, 2022, it was agreed to convene the shareholders to the Meeting
Ordinary Shareholders for April 28, 2022, at 09:00 hours, at the offices of the
Society located in Los Conquistadores N” 1730, 10th floor, Providencia and, then and
immediately after this, to the Extraordinary Shareholders’ Meeting for April 28, 2022,
to be held in the same manner as indicated above (the “Meetings”).
The matters to be dealt with and submitted to the consideration of the gentlemen
Shareholders in the respective Meetings mentioned will be the following:
ORDINARY SHAREHOLDERS MEETING
1. The formalities specific to matters relating to the manner in which agreements are adopted,
assistance, summons, powers of attorney and other formalities for the constitution of the Board
Ordinary Shareholders;
2. The designation of shareholders who, together with the Chairman and the Secretary,
sign the minutes of the Ordinary Shareholders’ Meeting;
The Pathfinders 1730 | Providencia, Santiago a>s. | ass to
Phone: (56-2) 2686-8900 Andes Chile
DocuSign Envelope ID: 706729E6-E6CB-4DD6-A276-F430083C6788
10.
11.
12.
13.
14.
15.
16.
The Annual Report, Balance Sheet and Financial Statements for the year ended
December 31, 2021; the situation of the Company; and the respective report of the Company
External Audit;
If applicable, the distribution of dividends and the distribution of the profits of the
2021 financial year;
The dividend policy for 2022 and the authorization to the Board of Directors for the distribution
interim dividends, as appropriate;
The renewal of the board of directors in accordance with Article 32 of Law No. 18,046 on Companies
Anonymous;
The determination of the remuneration of the members of the Directors’ Committee;
The approval of the budget of the Directors’ Committee and its advisors for the year 2022;
Information on the expenditure and activities carried out by the Committee during the year
2021
The approval of the budget of the Board and its advisors for the year 2022;
The designation of the External Audit firm for the year 2022;
The designation of Risk Rating Companies for the year 2022;
The account of the agreements corresponding to the operations with related parties to which
refers to Title XVI of Law No. 18,046 on Corporations;
The designation of the newspaper for the publications to be made by the Society;
Other matters of social interest that are specific to the Ordinary Shareholders’ Meeting; and
In general, adopt such other arrangements as may be necessary or desirable for the
materialization of the decisions resolved by the Ordinary Shareholders’ Meeting. –
EXTRAORDINARY SHAREHOLDERS MEETING
The formalities specific to matters relating to the manner in which agreements are adopted,
assistance, summons, powers of attorney and other formalities for the constitution of the Board
Extraordinary Shareholders;
The designation of shareholders who, together with the Chairman and the Secretary,
sign the minutes of the Meeting;
Modify the current Article Fifth of the bylaws, relating to the capital of the Company,
with a view to reducing said capital by the actual amount of $132,000,273 of the
United States of America or such amount as may be agreed by the Board, and its return to the
The Pathfinders 1730 | Providencia, Santiago a>s. | ass to
Phone: (56-2) 2686-8900 Andes Chile
DocuSign Envelope ID: 706729E6-E6CB-4DD6-A276-F430083C6788
Shareholders, without altering the number of shares in which the capital is divided. To these
effects, the Board of Directors proposes to shareholders that the capital increase be cancelled
Agreed at the extraordinary shareholders’ meeting held on April 16, 2020 in part no
subscribed and paid on the date of the Extraordinary Shareholders’ Meeting;
4. Set the date for the distribution resulting from the capital reduction, if applicable;
5. Modify the current Twelfth Article of the bylaws, relating to the
administration of the Company, in order to eliminate alternate directors; and
6. In general, adopt such other arrangements as may be necessary or desirable for the
materialization of the decisions resolved by the Board.
In view of the fact that the Extraordinary Shareholders’ Meeting is convened, among other matters, to
to decide on a capital reduction, we note that this notice is
carries out, in turn, in compliance with the provisions of Circular No. 660, dated October 22
of 1986 of the CMF.
Shareholders with the Right to Participate
They shall have the right to participate in the Shareholders’ Meeting, and to exercise their right to speak and vote therein,
holders of shares registered in the Register of Shareholders of the Company at midnight on
Fifth working day immediately preceding the day of its celebration, in accordance with the first paragraph
of Article 103 of the Regulations of Corporations.
Remote Participation and Voting and Health Prevention Measures
In accordance with General Standard N? 435 and Circular Letter No. 1.141, both of
the CMF, and in accordance with the first value of the Company, which is security, the Board of Directors of the
Society approved, in extraordinary session of December 6, 2021, a new “Protocol on
Participation and Voting for Shareholders’ Meetings of AES Andes S.A.”, whose updated text is
is available on the Company’s website, https://www.aesandes.com/es (the
“Protocol”). The Protocol establishes the procedures for the verification of identity, income and
remote voting at the Company’s shareholder meetings in response to the global outbreak
of the virus called sars-cov-2 virus that causes coronavirus disease 2019 or Covid-19,
and conforms to the sanitary measures adopted to protect the national population.
To attend the Meetings by remote means, you must inform the Company by mail.
electronic sent to the address juntadeaccionistasWaes.com, no later than 23:59 hours
third working day prior to the holding of the Meetings, attaching the background information indicated in the
Protocol.
While on the date on which the Meetings are held it is possible that the measures imposed by the
corresponding authorities do not prevent face-to-face participation in them, the
Company invites its shareholders to participate remotely, in accordance with the established mechanism
in the Protocol and other background information to be sent to shareholders together with the letter of summons
to the Meetings and which have been made available to them on the Company’s website:
https://www.aesandes.com/es, thus avoiding contagion and risks to your health.
The Pathfinders 1730 | Providencia, Santiago a>s. | ass to
Phone: (56-2) 2686-8900 Andes Chile
DocuSign Envelope ID: 706729E6-E6CB-4DD6-A276-F430083C6788
The Company has made available to shareholders the email address
Shareholders’ Meeting Vaes.com, to resolve any doubts, facilitate their remote participation in the
Meetings and to coordinate the exhibition of the background that by law must be made available
of shareholders.
Yours sincerely yours,
DocuSigned by:
María Paz, (rrda.
7DDOQEESA74E2
Maria Paz Cerda
VP Legal Affairs
AES Andes S.A.
C.C.: Santiago Stock Exchange
Electronic Stock Exchange of Chile
Banco de Chile, Representative of Stockbrokers
Fitch Ratings, Fitch Chile Risk Rating Agency
Feller Rate Risk Rating
The Pathfinders 1730 | Providencia, Santiago a>s. | ass to
Phone: (56-2) 2686-8900 Andes Chile
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=759c43660802ba9591074032b829b818VFdwQmVVMXFRWHBOUkVWNVRtcFZlRTVCUFQwPQ==&secuencia=-1&t=1682376108
