ESSENTIAL FACT
AES Andes S.A.
REGISTRATION IN THE SECURITIES REGISTER NO 176
Santiago, April 28, 2022
Mrs:
Solange Bernstein J.
President of the Commission for the Financial Market
Avda. Liberator Bernardo O”Higgins 1449
Present
Ref: Communicates resolutions adopted at the Meeting
Ordinary and Extraordinary Shareholders on
approval of renewal of the Board of Directors,
Decrease of capital and modification of the
administration of the Company, among others.
From our consideration:
In accordance with Article 9? and the second paragraph of Article 10% of Law No. 18,045,
of the Securities Market, as well as the provisions of Section II of General Standard No. 30 of
the Commission for the Financial Market, reported as an Essential Fact of AES Andes S.A. (the
“Company” or the “Company”) that, at the Ordinary Shareholders’ Meeting, held on this date, and at the Meeting
Extraordinary Shareholders held immediately after the previous one, the shareholders of the
The company adopted, among others, the following agreements:
(a) At the Ordinary Shareholders’ Meeting, it was agreed to completely renew the Company’s Board of Directors.
pursuant to Article 32 of the Law on Corporations and Article Thirteenth of the
Bylaws. The new directors of the Company whose term of office extends until the celebration
of the ordinary shareholders’ meeting corresponding to the year 2025 are:
Mr. Juan Ignacio Rubiolo
Mr. Bernerd da Santos
Ms. Madelka McCalla
Mr. Arminio Borjas
Mr. Radovan Razmilic Tomicic
Mr. Gonzalo Parot Palma
Mr. Daniel Fernandez Koprich
CUSTOMS
It is hereby noted that Mr. Gonzalo Parot Palma and Mr. Daniel Fernández Koprich, were elected
as independent directors, in accordance with Article 50 bis of Law 18,046 on
Corporations, without the votes of Inversiones Cachagua SpA. No directors were elected
substitutes due to the fact that in the Extraordinary Shareholders’ Meeting held on this same date and
The Pathfinders 1730 | Providencia, Santiago ass | AES >
Phone: (56-2) 2686-8900 Andes Chile
immediately after the Ordinary Shareholders’ Meeting, the bylaws were amended
eliminating the position of alternate director.
(b) At an Extraordinary Shareholders’ Meeting:
DC:
(1) It was agreed to cancel the capital increase agreed at the 44th Extraordinary Meeting of
Shareholders held on April 16, 2020 in that part that was not
fully subscribed and paid to date, and in this way, reduce the capital by
200,396,839.58 United States dollars (“Dollars”) and accordingly
reduce the number of shares not issued to date on account of such capital increase,
leaving the capital divided into $ 2,351,635,325.82 Dollars, divided into 10,376,645,776
shares, of the same and unique series and without par value.
(ii) It was additionally agreed to decrease the share capital from $2,351,635,325.82 to
$ 2,219,635,052.82 Dollars, which is fully subscribed and paid. It was agreed that
the decrease of $ 132,000,273 Dollars, will be carried out through the distribution to the gentlemen
shareholders of said sum in proportion to their respective participation in the share capital, of
agreement with the number of shares they own registered in the Register of Shareholders at the
midnight on the fifth business day preceding the delivery date, which will be payable on June 20
of 2022 or that date on which the legal period provided for in article 28 of
Law 18.046. As a result of this decrease, the share capital was as follows:
$2,219,635,052.82 Dollars, divided into 10,376,645,776 shares, of the same and unique series,
without face value, fully subscribed and paid. As a result of the above, it was agreed
Adapt the fifth and first transitory articles of the Bylaws, both relating to the
share capital.
(111) It was agreed to amend Article Twelfth of the Articles of Association relating to the
administration of the Company, in the sense of eliminating the position of alternate directors.
The Board of Directors of the Company shall be composed of seven re-eligible members, and may or
not be shareholders of the Company.
Without further particular, you and
Ricardo Falú
General Manager
Santiago Stock Exchange
Electronic Stock Exchange of Chile
Banco de Chile, Representative of Bondholders
Fitch Ratings, Fitch Chile Risk Rating Agency
Feller Rate Risk Rating
Risk Classification Commission
The Pathfinders 1730 | Providencia, Santiago ass | AES >
Phone: (56-2) 2686-8900 Andes Chile
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=c55cbc497e08116c2b47ea0dcc54d0fbVFdwQmVVMXFRVEJOUkVVeVRsUk5NMDVCUFQwPQ==&secuencia=-1&t=1682376108
