ESSENTIAL FACT
AES ANDES S.A.
REGISTRATION IN THE SECURITIES REGISTER NO 0176
Santiago, March 30, 2023
Mrs:
Solange Berstein Jáuregui
Chairman Financial Market Commission
Avda. Liberator 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 empowered to do so, I inform and communicate to you,
as an essential fact, that by agreements of the Board of Directors of AES Andes S.A. (the “Company”,
Adopted at a session held on March 30, 2023, it was agreed to convene the gentlemen
shareholders to the Ordinary Shareholders’ Meeting for April 21, 2023, at 10:00 a.m., at
offices of the Society located at Los Conquistadores N” 1730, 10th floor, Providencia and, at
continuation and immediately after this, to the Extraordinary Meeting of Shareholders for the 21st
of April 2023 (the “Boards”.
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 aes | AES >
Phone: (56-2) 2686-8900 Andes Chile
10.
11.
12.
13,
14.
15.
The Annual Report, Balance Sheet and Financial Statements for the year ended
December 31, 2022; the situation of the Company; and the respective report of the Company
External Audit;
The dividend policy for 2023 and the authorization to the Board of Directors for the distribution
interim dividends, as appropriate;
If applicable, the distribution of dividends and the distribution of the profits of the
2022 financial year;
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 2023;
Information on the expenditure and activities carried out by the Committee during the year
2022;
The approval of the budget of the Board and its advisors for the year 2023;
The designation of the External Audit firm for the year 2023;
The designation of Risk Rating Companies for the year 2023;
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;
Amend the current Article 4? of the articles of association, relating to the purpose of the Company, with
the purpose of eliminating the limitation of ownership of at least 51% in those societies
that are constituted by providing them with assets directly related to generation
electric;
Modify the current Article Fifth of the bylaws, relating to the capital of the Company,
in order to reduce said capital by the effective amount of $120,000,720 of the
The Pathfinders 1730 | Providencia, Santiago aes | AES >
Phone: (56-2) 2686-8900 Andes Chile
United States of America or such amount as may be agreed by the Board, and its return to the
Shareholders, without altering the number of shares into which the capital is divided;
5. Set the date for the distribution resulting from the capital reduction, if applicable;
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.
Obtaining Documents
The shareholders may obtain a copy of the documents that support the matters on which
which must be pronounced at the Shareholders’ Meeting, as of April 6, 2023, at the
offices of the Society, located at Los Conquistadores N* 1730, 10th floor, Providencia, Santiago and
on the Company’s website, www.aesandes.com. The founding antecedents may only
be reviewed at the offices of the Company after coordination with the administration of the same,
which must be requested to the email Shareholders’ Meeting (daes.com.
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.
Javier Federico Dib
General Manager
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 aes | AES >
Phone: (56-2) 2686-8900 Andes Chile
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=002a60da239f7e4fd9c35960114ba182VFdwQmVVMTZRWHBOUkVWNlRsUm5NVTFSUFQwPQ==&secuencia=-1&t=1682376108
