AESGENER: AES GENER S.A. 2013-12-19 T-12:40

Ones Gener

energía confiable

HECHO ESENCIAL Rosario Norte 532, piso 19
Las Condes, Santiago, Chile

AES Gener S.A. ies

INSCRIPCIÓN EN EL REGISTRO DE VALORES N? 176

Santiago, 19 de diciembre de 2013
G.G,N* 047/2013

Señor:

Fernando Coloma Correa
Superintendente de Valores y Seguros
Avda. Libertador Bernardo O’Higgins 1449
Presente

Ref.: Informa colocación de Bonos en el mercado internacional.
De nuestra consideración:

En conformidad a lo dispuesto en los artículos 9? y 10? de la Ley N*18.045, sobre
Mercado de Valores y en la Circular N*1.072 de 14 de mayo de 1992, ambas de la
Superintendencia a su cargo. el suscrito, debidamente facultado al efecto, informa en
carácter de Hecho Esencial:

El día de ayer AES Gener S.A (“AES Gener”) ha colocado en el mercado
internacional, al amparo de la Norma 144-A y la Regulación S de las normas de
valores de los Estados Unidos de América, bonos subordinados de largo plazo por
hasta un monto máximo de US$450.000.000, con un vencimiento estimado de 60
años desde la fecha de su colocación (los “Bonos 144-A”), a una tasa de interés
inicial de 8.375% anual.

Dichos Bonos 144-A tendrán como objeto financiar: (a) el repago del remanente de
US$147,050,000 de aquellos bonos que AES Gener colocó en el mercado
internacional con fecha 22 de marzo de 2004 al amparo de la Norma 144-A y la
Regulación S de las normas de valores de los Estados Unidos de América, con una
tasa de interés del 7,50% y que vencen en marzo de 2014; (b) el desarrollo de
nuevos proyectos; y (c) otros fines corporativos generales de AES Gener.
(nes Gener

energía confiable

En relación a lo anterior, se adjunta a la presente el formulario previsto en la citada
Circular 1.072,

Sin otro particular. le saluda atentamente,

AES Gener S.A.

Gerente General Subrogante

ce Bolsa de Comercio de Santiago.
Bolsa Electrónica de Chile.
Bolsa de Valores de Valparaiso.
Tenedores de Bonos.
1.0

2.0

3.0

FORMULARIO HECHO ESENCIAL

COLOCACIÓN DE BONOS EN EL EXTRANJERO

IDENTIFICACIÓN DEL EMISOR

1,1 Razón Social: AES Gener S.A,
1.2 Nombre Fantasia: N/A

1.3 R.U.T.: 94.272.000-9

1.4 N” Inscripción

Reg. Valores: 0176
1.5 Dirección: Rosario Norte 532, piso 19. Las Condes, Santiago
1.6 Teléfono: +56 2 2686 8900

1.7 Actividades y negocios: La generación, transmisión, compra y venta de energia eléctrica o de cualquier

otra naturaleza.

ESTA COMUNICACIÓN SE HACE EN VIRTUD DE LO ESTABLECIDO EN EL ARTICULO 9” E INCISO
SEGUNDO DEL ARTICULO 10? DE LA LEY N” 18,045, Y SE TRATA DE UN HECHO ESENCIAL
RESPECTO DE LA SOCIEDAD, SUS NEGOCIOS, SUS VALORES DE OFERTA PUBLICA Y/O DE LA
OFERTA DE ELLOS, SEGUN CORRESPONDA.

CARACTERÍSTICAS EMISIÓN
3.1 Moneda de denominación:

3.2 Monto total emisión:

3.3 Portador/a la orden:

Dólares de los Estados Unidos de América.

U.S.5450,000,000 en bonos emitidos por dinero efectivo, al
amparo de la Norma 144-A y la Regulación S de las normas de
valores de los Estados Unidos de América, con una tasa de
interés inicial del 8,375% y que vencen el año 2073 (en adelante,
los “Bonos Subordinados”). Estos bonos están subordinados y
sujetos al pago previo, integro y efectivo de toda obligación
presente o futura contraida o adeudada directa o indirectamente
por AES Gener por cualquier causa, pero existente a la fecha en
que se inicie un procedimiento de insolvencia, distinta de aquellas
obligaciones contraidas o adeudadas por AES Gener en el futuro
cuyo pago, sea o resulte por declaración, pacto expreso o causa
legal: (1) que sea subordinado al pago de los Bonos Subordinados
o (i) se sujete a condiciones de subordinación equivalentes a
aquellas a que se sujetan los Bonos Subordinados.

Nominativos.

3.4 Series: Única

3.4.1 Monto de la serie: 1US$450.000.000.

3,4.2 N” de bonos: Los bonos se emitieron bajo la modalidad de Global Notes, por lo
que sólo hay 2 bonos, un Bono 144A y un Bono Reg S, bajo el
cual se registran los tenedores. Copia de los bonos se adjuntan al
presente Formulario al final del Anexo N” 1.

3.4.3 Valor nominal bono: Denominación minima de US$200.000, o múltiplos integrales de
US$1.000.

3.4.4 Tipo reajuste: Ninguno

3.4,5 Tasa de interés: De Diciembre, 2013 a Junio, 2019, 8.375%, de Junio, 2019 a
Junio, 2024: reajuste a la tasa swap de 5 años + 6.820% anual; de
Junio, 2024 a June, 2039: reajuste cada 5 años a la tasa swap de
5 años + 7.070% per anual; de Junio 2039, en adelante, reajuste
cada 5 años a la tasa swap de 5 años + 7 820% anual.

3,4.6 Fecha de emisión: 18 de Diciembre de 2013

3.4.7 Tabla de desarrollo:

O plis Fecha intereses Amortización Total Cuota Saldo Capital
1 1812/2013 USD18.843750 USD18.843750 | USD450.000.000
3 18/06/2014 USD18 843 750 USD18.843780 | spaso.coo.000
$ 18/12/2014 USD18.843.750 USDI8.843.750 | uso450.000.000
a 16/06/2015 USD18.843 750 USD18.843.750 | usp4s0.000.000
5 18/12/2015 USD18,843 750 USD18.843.750 | ysp4s0.000.000
6 , 18/06/2016 USD18,843.750 USO18.843.750 | so450.000.000
E 18/12/2016 USD18.843.750 USO18.843.750 | ysc4s0 000.000
8 7 18/05/2017 USD18,843.750 USO18.843.750 | ys450.000.000
a 18/12/2017 USD18.843.750 USD18.843:750 | yse450000.000
v0 — 18/08/2018 USD18,843,750 USD16.843,750 | yeceso.000.000
ñi E 18/12/2018 USO18,843.750 USD18 843.750 | season 000.000

Monto será
determinado según
reajuste tasa swap de
i2ala E 18/06/2019 al | 5 años más el spread

120 18/06/2073 | anual indicado en el
punto 345
precedente
Monto será
detesminado según

121 1 18/12/2073 Soros ms isos veces as o
anual indicado en el ‘ a…
punto 345
precedente

3.5 Garantias:
Si NO x

3.5.1 Tipo y montos de las garantías: N/A
3.6 Amortización Extraordinaria:

Si Xx NO

3.6.1 Procedimientos y fechas: Conforme se describe con mayor detalle en las páginas 157 a 159
del prospecto informativo (Offering Memorandum) que se adjunta al presente Formulario en el
Anexo N* 1, AES Gener S.A. podrá rescatar todo (y no parte) de los bonos en forma opcional,
previo a su vencimiento, en las oportunidades señaladas en dichas páginas. Además, en caso
de ocurrir ciertos cambios o modificaciones en la legislación tributaria chilena, AES Gener S.A.
podrá rescatar los bonos en forma opcional, la totalidad de los bonos. Asimismo, las citadas
páginas describen el procedimiento, forma de selección y avisos requeridos con ocasión del
rescate de los bonos.

4.0 OFERTA Pública Privada Xx

5.0 PAÍS DE COLOCACIÓN

5.1 Nombre: Estados Unidos de América y Europa.

5.2 Normas para obtener autorización de transar: Regla 144-A y Reglamento S de la Ley de Valores
(Securities Acf) de 1933, de los Estados Unidos de América.

6.0 INFORMACIÓN QUE PROPORCIONARA

6.1 A futuros tenederos de bonos: Prospecto Informativo (Offering Memorandum) que se adjunta a este
Formulario en el Anexo N” 1

6.2 A futuros representantes de tenedores de bonos: Prospecto Informativo (Offering Memorandum) que
se adjunta a este Formulario en el Anexo N” 1
7.0

CONTRATO DE EMISIÓN

7.1 Caracteristicas generales: Contrato en idioma inglés denominado “Indenture”, celebrado con esta fecha,
18 de Diciembre de 2013, en la ciudad de Nueva York, Estados Unidos de América, entre AES Gener
SA., como emisor, Citibank N.A., como frustee, registrador de los bonos, agente pagador, calculation
agent y transfer agent, y Banque Internationale á Luxembourg S.A., como agente pagador en Luxemburgo
y Luxembourg Transfer Agent.

7.2 Derechos y obligaciones de los tenedores de bonos: Los tenedores de bonos pueden hacer exigible
anticipadamente la totalidad del capital, intereses y cualquier otra suma adeudada bajo el contrato de
emisión en el evento de que tengan lugar las causales de incumplimiento descritas en las páginas 164 y
165 del prospecto informativo (Offering Memorandum) que se adjunta al presente Formulario en el Anexo
Na.

La transferencia de bonos está sujeta a las restricciones establecidas en las páginas 189 y 190 del
prospecto informativo (Offering Memorandum) que se aojunta al presente Formulario en el Anexo N* 1

OTROS ANTECEDENTES IMPORTANTES
+ Bonos emitidos en denominaciones de US$200.000 o múltiplos integrales de US$1.000.
* Bonos listados en la Bolsa de Valores de Luxemburgo.

* Los bonos no han sido registrados en los Estados Unidos de América bajo la Ley de Valores
(Secunties Act) de 1933, por lo que sólo pueden ser vendidos a ciertos compradores institucionales
calificados conforme a la Regla 144-A de dicha ley y fuera de los Estados Unidos de América conforme
al Reglamento S de la misma ley.

+ Con fecha, 11 de Diciembre, AES Gener S.A., como emisor y vendedor, y Citigroup Global Markets
Inc., Goldman Sachs 4 Co., Deutsche Bank Securities Inc., Mitsubishi UFJ Securities (USA), Inc., y
5.SMBC Nikko Securities America, Inc. como compradores iniciales, celebraron un contrato de
compraventa (Purchase Agreement), en virtud del cual Citigroup Global Markets Inc. y Goldman Sachs
£ Co. adquirieron la totalidad de los bonos emitidos por AES Gener S.A. que no fueron permutados por
los Bonos Extranjeros Originales.

DECLARACIÓN DE RESPONSABILIDAD

El suscrito, en su cahdad de Gerente General Subrogante de AES Gener S.A.. a fin de dar debido cumplimiento
a lo dispuesto en la Circular 1.072 de la Superintendencia de Valores y Seguros, declara y da fe, bajo
juramento, en este acto y bajo su correspondiente responsabilidad legal, respecto de la veracidad y
autenticidad de toda la inf ) ntada en y adjuntada al presente “Formulario Hecho Esencial
Colocación de j fecha 18 de diciembre de 2013.

Nombre: DandrAndrés Stadelmann Rojas

Cédula de Identidad: 6.921.313-8

Cargo: Gerente General Subrogante
ANEXO N*1
OFFERING MEMORANDUM

Cnes Gener

U.5,5450,000,000
AES Gener S.A,
8.375% Junior Subordinated Capital Notes due 2073

Interest payable on June 18 and December 18

We are offering U.S $450,000,000 agregate principal amore ol our 8.375% passar subordinated capital motes due 2073 (te “motes”)
The notes will matare on December 18, 2073 (Ue “Maturity Date”) However, sl our option, we may rales the motes, in whole bra not in part,
on the Pirst Reset Date and any Interest Payment Dote (as both see defined bercin) thercafes, at thew ageregate proncipal amount, together with
any accrued and unpaid interest to, but excluding. Uhe First Reset Date or the rebevar Interest Paymene Dote and any Arrears of Interest (as
defined hercin) We may also redeem the motes, in whole but not mm part, upon the occurresce ol a Withholding Tax Event, a Substantial
Repurchase Event, a Ratings Methodology Event or a Tax Deductibility Evene ar the applicable Eariy Redemprion Price as set forth in tes
oflermg memorandum. Subgoct to cur right to defñer payment. imerest on Ue notes will be payable senusaenwally in arreees on June 18 amd
December 1£ of each year, beginmrg os June 18, 2014

As more fally described in this oflenmg memorandum, we may defer interest paymezas on the notes for amy period of time, provided
that any such deferred parmerts will Ihemsclves bear interest at he same fans as the peincipal amount of the notes and will become due md
payable on the Mandatory Settiement Dates (ss deficod bercin?

Thwe motes will bear interes on their principal amount frowe (and excluding) the Issue Date (as defimed herein) to, but exchuding, the
First Reset Date al y rate of 8.375% por arm Thercaltos, froen and incladang the Fest Reset Dare to, but excluading, the Maturity Date, For each
Reset Period (as defimed hercin), the notes will bese interes! $1 4 es0s quel 10 he relevant $ year Swap Rate (as defined herein), plus (a) in respect
af the Reset Period commencing on the Firsa Reset Date: 6.820%. (d) in eespect of the Reset Periods commencing on June 15, 2024, June 15,
2009 and Jam 18, 2094: 7.0% (6) de respect of any other Reset Period: 7 830%

The notes will consirtas unsecuarcd, desply subordeated abliganicas The claiens of holders under the notes are intended do be senior
andy to claims of holders of our Common Shares (as defined herein) We currentiy hawe no securities outstanding Uat conk junior Lo Ue notes
her Usan cur Comenan Sheses In addition, the notes wii be siructurally subardimated to all exesting and future unsacured and unsubordinaed
debt and other liabelties (mctuding vado payables) of our operating subsidiarios

Application has besa made ts list the notes as the Official Lex of the Luxembowg Stock Exchange sed to trading, on Ue Euro MTF
mirket. This olTenieg, memorandam corsríutes a prospectus for the purposes of Luxembosrg low daved July 10, 2005 on Prospectuses lor
Securities as amendod

Investing in the notes involves risks, See” Hisk Factors” beglaning on page 13.

Price: 100% plus »ccroed interest, ¡Camy, From December 18, 2013.

Me notes have not been and will not be registered under the US. Securities Act of 1933, as amondod (Ue “Socuribes Act”)

Prospective purchasers tbal are qualified institutional bayers are hereby notified Ural the sellers of 1he mes ay be relying on an exemprion from.
Yhe provisions of Section $ of the Securities Act provided by Rule 144A under the Securities Act. Outside the United States, the offering is bem
made sm rellenos on Regulation $ under the Secunties Act.
The noes may noe be publicly afferod or sold, directiy oc indirectly, in the Republic od Chill: (“Chale”), or 10 any residen of Chale. The moves will
mot be registered under Law No. 18,045, us amended. (the secoritees market law ol Chile) with the Superintendeney of Securties and Insurance
(Saperimendencia de Valores y Seguros oc” SVS”Y and, accoedingly, the notes carmot and will not be olferad oe sold to persons in Chile except in
eucumszances which have not resulted and wall not result in a public offering under Chilean law, and in camplianos with Rule (Norma de
Carácter General) No. 336, datod fune 27, 2012, issued by Ue SVS (“Rude 336″) Pursaan 10 Rude 336, the motes may be privately offered
Chile 10 certain “qualibied investors,” identified as such tbercin (uhich in turn are further described in Rule No. 216, dened June 12, 2008, of the
SvSs1

Delivery of the notes in book-enir» fores is expactod on December 18, 2013, 1heough the facdimes of The Depository Trust Company
(DTC and its direct and indirect participamis, including Euruciear Bark SASNV us operator ol he Eurocicar System (“Esrociear”) and
Clearsiresm Hacking. sociéré arvcmyme 1 Clearstream. Lawembourg”)

Sole Srucraring Agen

Citigroup

Salar Becker s
Citigroup Goldman, Sachs £ Co.

Co- Managers
Desátsche Bank Securities Mitsubishi UFJ Securities SMBC Nikko

The date af dis oflenag memoraadan + December 11, 2013
redemption. 1 the Issuer fails to redecm the notes when due, interest will continue to accrue as provided in the
Indenture.

As used hercin, the term “Early Redemption Price” will be the amount determined by the Calculation
Agent on the fourth Business Day prior to the relevant early redemption date (cach an “Early Redemption Date”) us
follows:

(1) in the case of an Optional Redemption, a Withholding Tax Event or a Substantial Repurchase
Event, at any time, 100% of the principal amount of the notes then oulstanding: or
(1) in the case ofa Rating Methodology Event or a Tax Deductibility Event, either;

ta) 101% of the principal amount of the notes then outstanding ¡f’the Early Redemption Date
is prioe to the First Reset Date: or

(b) 100% of the principal amount of the notes then outstanding ¡fthe Early Redemption Date
is on or afler the First Reset Date (as defined below).

and in each case together with any accrued interest up to, but excluding, the relevant Early
Redemption Date and any Arrears of Interest (as defined under “— Optional Interest Deferral”).

“Rating Agency” (and collectively. the “Rating Agencies”) means any of Moody’s, S££P, Fitch and any
other rating agency substituted for any of them by the Issuer upon the prior written notice Lo the Trustec and, in cach
case, any of their respective suecessors to the rating business thereof.

“Rating Agency Confirmation” means y written confirmation from a Rating Agency which has assigned
ratings to the Issuer on a basis sponsored by the Issuer which is either received by the Issuer directly from the
relevant Rating Agency or indirectly vía publication by such Rating Agency.

“Rating Methodology Event” shall be deemed to have occurred ¡if the Issuer has received a Rating Agency
Confirmation stating that, due to an amendment, clarification or change in the “equity credit” criteria olf’ such Rating
Agency, which amendment, clarification or change has occurred after the Issue Date, that the notes are cligible for a
level of equity credit that is lower than the level or equivalent level of! equity credit assigned to the notes by any one
of the Rating Agencies on the Issue Date.

“equity credit” shall include such other nomenclature as any Rating Agency may use from time to time to
ES

“Fitch” means Fitch Ratings Limited.

“Moody’s” means Moody’s Investors Service Limited.

“SAP” means Standard £ Poor’s Rating Services, a division of The McGraw Hill Companies, Inc.

“Substantial Repurchase Event” shall be deemed to have occurred if, prior to the giving of the relevant
notice of redemption, al leas! 80% of the aggregate principal amount of the notes issued on the Issue Date has been
purchased by or on behalf of the Issuer or a subsidiary and has been cancelled.

Optional Redemption

The Issuer muy redeem all of the notes (but not some only) on the First Reset Date and any Interest
Payment Date (as both are defined below) thereafler, in each case 41 Uhe applicable Early Redemption Price. subject
to having given not less than 30 nor more than 60 calendar days” notice to the Holders im accordance with “—
Notices” (which notice shall be binding and irrevocable).

Early Redemption following a Rating Methodology Event
Ifa Rating Methodology Event occues, then the Issuer may, subject to having given not less than 30 nor

more than 60 calendar days” notice lo the Holders in accordance with “—Notices” (which notice shall be binding
and irrevocable). redecm the notes in whole but not in part al any time al the applicable Early Redemption Price.

157
Issuer is. or is expected to become. obligated to pay such Excess Additional Amounis as a result of
a change or amendment, as described above. The Trustce shall be entitled to accept and rely
conclusively upon the above certificate and opinion as sufTicient evidence of the satisfaction of the
conditions precedent sel out above, in which event the same shall be conclusive and binding on the
Holders.

Tax Deductibility Event

Mí. as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated
thereunder) of Chile, or any change in the official application, administration or interpretation of such laws,
regulations or rulings (including a holding by a court of competent jurisdiction), payments of interest by the Issuer in
respect of the notes are no longer, or within 90 calendar days of the date of any opinion provided pursuant to section
(1) of the below paragraph will no longer be, deductible in whole or in part for corporate income tax purposes in
Chile, and the Issuer cannot avoid the foregoing by taking reasonable measures available to it (a “Tax Deductibility
Event”), then the Issuer may, upon giving not less than 30 nor more than 60 calendar days” notice to the Holders in
nocordance with “-— Notices” (which notice shall be binding and irrevocable), redeem in whole but not in part the
notes then outstanding at any time at the applicable Early Redemption Price.

Prior to giving of notice of redemption of the notes following a Tax Deductbility Event, the Issuer will
deliver to the Trustec in a form and with content reasonably satistactory to the Trustee (1) an oficer’s certificate to
the effect that;

(a) the Issuer is entitled to effect such redemption pursuant to the Indemture and setting forth in
reasonable detail the circumstances giving rise to such right of redemption: and

(b) the Issuer cannot avoid the non-deductibility of such payments of interest for by taking reasonable
measures available to the Issuer (for the avoidance of doubt, reasonable measures shall not include
a change in the jurisdiction of the Issuer), and

(1) a written opinion of recognized counsel in Chile independent of the Issuer to the effect, among other
things. that payments of interest by the Issuer in respect of the notes are no longer, or within 90 calendar days of the
date of that opinion will no longer be, deductible in whole or in part for corporate income tax purposes in Chile as 4
result of a change or amendment. as described above. The Trustee shall be entitled to accept the above certificate
and opinion as sullicient evidence of the satisfaction of the conditions precedent set out above, in which event the
same shall be conclusive and binding on the Holders.

Reacquisidon

The Issuer or any subsidiary of the Issuer may at any time purchase notes in any manner and al any price,
subject to applicable laws and regulations, Such notes may be held, reissued, resold or, at the option of the Issuer,
surrendered to the paying agent for cancellation.

Optional Redemption Procedures

The Issuer will mail, or cause to be mailed, a notice of redemption to each Holder (which, in the case of the
Global notes, will be DTC) at least 30 days and not more than 60 days prior to the relevant Early Redemption Date,
to the address of! each holder as it appears on the register maintained by the registrar. Notices of redemption will
also be published as set forth under “— Notices”. A notice of redemption will be irrevocable,

A partial redemplion of the notes shall be effectod in compliance with the requirements of DTC, or if such
notes are not held through DTC or DTC prescribes no method of selection, on a pro rata basis, or by such method as
the Trustee deems fair and appeopriate provided, however, that the selection for redemption of’a portion of the
principal amount of notes held by a Holder must be equal to an authorized denomination. The Issuer has been
advised that it is DTO’s practice lo determine by the lot the amount of each participant in the securitics to be
redoemed.

Except in the cose of a default in payment of the applicable Early Redemption Price, on and after 1he
relevant Early Redemption Date interest will cease to acerue on the notes.

159
determinable from information contained thercin, including the Issuer’s compliance with any of the covenants
contained in the Indenture (as to which the Trustee will be entitled lo conclusively rely upon an officer’s certificate).

Events of Default
The following will be events of default (each an “Event of Default”) with respect to the notes:

(5 defvult in the payment of the principal or premium. if any. in respect of any Note, at maturity.
upon redemption or otherwise;

109) default in the payment of interest or Additional Armounis in respect of the notes ¿f such default
comtinues for 30 days after any such interest or Additional Amount becomes due (provided,
however, that a deferral of interest as discussed above in “— Optional Interest Deferral” will not
constitute an Event of Default);

(ii) any Insolvency Proceedings are commenced against the Issuer and a decree or order by a count
having jurisdiction has been entered adjudging or declaring the Issuer as bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization of the Issuer and such decree or order
continues undischarged or unstayed for a period of 60 days; or a decree or order of a court having
jurisdiction for the appointment of a receiver or liquidator or for the liquidation or dissolution of
the Issuer, has been entered, and such decree or order continues undischarged and unstayed for a
period of 60 days or

(iv) the Issuer institutes or consents to any Insolvency Proceedings against it.

For the avoidance of doubt, other than as set forth above. breach by the Issuer of any covenant set forth in
the Indenture shall never constitute an Event of Default,

Man Event of Default specified in cluuse (111) or (iv) above occurs, the maturity of all outstanding notes
will automatically be accelerated and the principal amount of the notes, together with accrued and unpaid interest up
to but excluding the date on which the notes become due and payable and any Arrears of Interest, will be
immediately due and payable, If any other Event of Default occurs and is continuing, the Trustec or the Holders of
not less than 25% of the aggregate principal amount of the notes then outstanding may. by wrilten notice to the
Issuer (and to the Trustec if given by Holders), declare the principal amount of the notes, together with accrued and
unpaid interest up to but excluding the date on which the notes become due and payable and any Arrears of Interest,
immediately due and payable. The right of the Holders to give such acceleration notice will terminate if the event
giving rise to such right has been cured before such right is exercised. Any such declaration may be annulled and
rescinded by written notice from the Holders of a majority of the aggregate principal amount of the notes then
vutstanding to the Issuer if all amounts then due with respect to the applicable notes are paid (other than amounts
due solely because of such dectaration) and all other defaults with respect to the notes are cured and all amounts
owed to the Trustee are paid.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case the Issuer fuils to
comply with ¡ts obligations under the Indenture or the notes and such failure is continuing, the Trustee will be under
no obligation to exercise any of its rights or powers under the Indenture al the request or direction of any of the
Holders, unless such Holders have offered to the Trustee security or indermnity satisfaciory Lo il, Subject to its being
secured and/or indemnified to lts satisfaction, the Trustee at its sole discretion may institute steps in order to obtain a
judament against the Issuer for any amounis due in respect of the notes, including the institution of Insolvency
Proceedings against the Issuer or the filing of a proof of claim and participation in any Insolvency Proceedings or
proceedings for the liquidation, dissolution or winding-up of the Issuer.

No Holder of any Note will have any right to institute any proceeding with respect to the Indenture or the
notes or for any remedy thereunder, unless such Holder has previously given to the Trustee wrillen notice of a
continuing Event of Default and unless also the Holders of al least 25% in aggregate principal amount of the
outstanding notes have made a written requesl lo the Trustee lo institute proccedings in respect of such Event of
Default in its own name as Trustee, such Holder or Holders have offered to the Trustee security or indemnity
satisfactory to it, the Trustee for 60 days after receipt of such notice has failed to institute any such proceeding and
no direction inconsistent with such request has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the outstanding notes. However, such limitations do not apply to a suit
individually instituted by a Holder of a Note for enforcement of payment of principal. premium, ifany, and interest

164
in respect of such Note on or alter respective due dates expressed in such Note; see “— Ranking and Subordination
—Holders’ Acknowledgement of Subordination of notes” for further description of Holders” rights in the event of
any Insolveney Proceedings.

So long as certain conditions are met. the Holders of a majority in aggregate principal amount of the notes
then outstanding by notice lo the Trustee and the Issuer may waive an existing Event of Default and its
consequences except (1) an Event of Default in the payment of the principal of or interest on a Note or (11) an Event
of Default in respect of a provision that cannot be amended without the consent of cach Holder affected. When an
Event of Default is waived, it is deemed cured, but no such waiver shall (a) extend to any subsequent or other Event
of Default or (b) impair any consequent right,

Legal Defeasance and Covenant Defensance

The Issuer may, at its option and at any time, elect to have ts obligations with respect to outstanding notes
dischurged (“Legal Defeasance”). 1 the Issuer exercises its Legal Defeasance option, payment of the notes may not
be accelerated because of an Event of Default with respect Ihereto. Such Legal Defeasance means that the Issuer
will be deemed 1o have paid and discharged the entire indebtedness represented by the outstanding notes afler the
deposit specified in clause (1) of the third following paragraph, except for:

10) the rights of Holders to receive payments of the principal, premium, if any, and interest in respect
of the notes when such payments are due,

1) the Issuer’s obligations with respect to the notes concerning issuing temporary notes, registration
of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or ageney for
payments;

00) the rights, powers, trust, duties and immunitics of the Trustee and the Issuer’s obligations in
connection therewith; and

(iv) the Legal Defeasance provisions of the Indenture.

In addition, the Issuer may, at Hs oplion and al any Lime, elect to have its obligations released with respect
to the covenants described under “— Covenants” (“Covenant Deficasance”) and thereafter any omission to comply
with such obligations will not constitute a default or Event of Default with respect to the notes.

in the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy,
receivership, reorganization and insolvency events) described under “— Events of Default” will no longer
constitute an Event of Default with respect to the notes.

In order to exercise cither Legal Defeasance or Covenant Defeasance:

1) the Issuer must irrevocably deposit with the Trustec, in trust, for the benefit of the Holders cash in
U.S, dollars, certain direct non-callable obligations of, or guaranteed by, the United States, or a
combination thercof, in such amounts as will be sufficient without reinvestment, in the opinion of
an imternationally recognized investment bank, appraisal firm or firm of independent public
accountanás, lo pay the principal, premium, ifany, and interest (including Additional Amounts) in
respect of the notes on the stated date for payment thercof;

(ii) in the case of Legal Defeasance, the Issuer will have delivered to the Trustee an opinion of counsel
from counsel in the United States reasonably acceptable to the Trustee and independent of the
Issuer to the efect that (subject to customary exceptions and exclusions):

(a) the Issuer has received from, oe there has been published by. the U.S. Internal Revenue
Service a ruling; or

(b) since the date of issuance of the notes, there has been a change in the applicable US.
federal income tax law, in cither case to the effect that, and based thereon such opinion of
counsel state that, 1he Holders will not recognize income. gain or loss for U.S. federal
income tax purposes as a result of such Legal Defeasance and will be subject to U.S.
federal income Lax on the same amounis, in the same manner and al the same times as
would have been the case if such Legal Defeasance had not occurred;

165
TRANSFER RESTRICTIONS

The notes have not been registered, and will not be registered. under the Securities Act or any state
securities laws, and the notes may not be offered or sold except pursuant lo an effective registration statement or
pursuant to transactions exempt from, or not subject to, registration under the Securities Act. Accordingly, the notes
are being offered and sold only:

. in the United States to qualificd institutional buyers (us defined in Rule 144A) pursuant to Rule 144A under
the Securities Act; and
. outside of the United States, to certain persons, other than US, persons, in offshore transactions meeting

the requirements of Rule 903 of Regulation $ under the Securities Act.
Purchasers” Representations and Restrictions on Resale and Transfer

Each purchaser of notes (other than the initial purchasers in connection with the initial issuance and sale of
notes) and each owner of any beneficial interest therein will be deemed, by its acceptance or purchase thercof, to
have represented and agreed as follows:

(m it is purchasing the notes for lts own account or an account with respect to which it exercises sole
investment discretion and it and any such account is either (a) a qualified institutional buyer and is aware thal the
sale to ¡t is being made pursuant to Rule 144A or (b) a non-U,S. person that is outside the United States;

(2) it acknowledges that the notes have not been registered under the Securities Act or wilh any
securities regulatory authority of any state and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except as set forth below:

3) it understands and agrces that notes initially offered in the United States to qualificd institutional
buyers will be represented by a global note and that notes offered outside the United States pursuant to Regulation $
will also be represented by a global note;

(4) it will mot ofler, sell, pledge or otherwise transfer any of such notes except (a) to us or any of our
subsidiaries. (b) to a qualificd institutional buyer in compliance with Rule 144A under the Securities Act, (c) in an
offshore transaction complying with the requirements of Rule 903 or Rule 904 of Regulation $ under the Securities
Act, (d) pursuant lo an exemption from registration under the Securities Act (if available) or (e) pursuant to a
registration statement that has become effective under the Securities Act and in accordance with all applicable
securitics laws of the States of the United States and other jurisdictions;

(5) itagrees that it will give lo each person to whom il transfers the notes notice of any restrictions on
transfer of such notes;

16) itucknowledges that prior to any proposed transfer of notes (other than pursuant lo an effective
registration statement or in respect of notes sold or transferred cither pursuant to (a) Rule 144A or (b) Regulation S)
the holder of such notes may be required to provide centifications relating to the manner of such transfer as provided
in the indenture;

17m) it acknowledges thal the trustee, registrar or transfer agent for the notes may not be required to
accept for registration or transter of any notes acquired by it, except upon presentation of evidence satisfaciory lo us
that the restrictions set forth hercin have been complied with:

18) it acknowledges that we, the initial purchasers and other persons will rely upon the truth and
accuracy of the foregoing acknowledgemenis. representations and agreements and agrecs that if any of the
acknowledgements, representations and agreements deemed to have been made by its purchase of the notes are no
longer accurate, it will promptly notify us and the initial purchasers; and

(9) ¡fit is noguiring the notes as a fiduciary or agent for one or more investor accounts, il represents

that it has sole investment discretion with respect to each such account and it has full power to make the foregoing
acknowledgements, representations and agreements on behalf of each account.

189
Legends

The following is the form of restrictive legend which will appear on the face of the Rule 144A global note
and which will be used to notify transferces of the foregoing restrictions on transfer, This legend will only be
removed with our consent. 1f we so consent, it will be deemed to be removed.

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE OR OTHER
SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY IT’S ACQUISITION HEREOF OR OF
A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS SECURITY BY MTS ACCEPTANCE HEREOF
(1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT 1S ACTING, (A) IS A “QUALIFIED
INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 1444 UNDER THE SECURITIES ACT) OR
(B) IS NOT A U.S. PERSON AND 18 ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION”
PURSUANT TO RULE 903 OR 904 OF REGULATION S AND, WITH RESPECT TO (A) AND (B),
EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO SUCH ACCOUNT; (2) AGREES FOR
THE BENEFIT OF THE ISSUER THAT HT WILL NOT OFFER. SELL, PLEDGE OR OTHERWISE TRANSFER
THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT (A) (1) TO THE ISSUER OR ANY
SUBSIDIARY THEREOF, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME
EFFECTIVE UNDER THE SECURITIES ACT, (1M)TO A QUALIFIED INSTITUTIONAL BUYER 1N
COMPLIANCE WITH RULE 1444 UNDER THE SECURITIES ACT, (IV) IN AN OFFSHORE TRANSACTION
COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (VW) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT (IF AVAILABLE), AND (8) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS; AND (3) AGREES
THAT [T’ WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY [8 TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S, PERSON” HAVE THE RESPECTIVE MEANINOS GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT,

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE — WITH
PARAGRAPH 24(V) ABOVE, THE ISSUER RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF
SUCH LEGAL OPINIONS, CERTIFICATIONS, OR OTHER EVIDENCE AS MAY REASONABLY BE
REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER 1S BEING MADE IN
COMPLIANCE WITH THE SECURFMES ACT AND APPLICABLE STATE SECURITIES LAWS, NO
REPRESENTATION 15 MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

The following is the form of restrictive legend which will appear on the face of the Regulation $ global
note and which will be used Lo notify translerees of the foregoing restrictions on transfer:

PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED
IN REGULATION S (REGULATION 5%) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), THIS SECURITY MAY NOT BE REOFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION $) OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, A US. PERSON (AS DEFINED IN REGULATION S) EXCEPT TO A
QUALIFIED INSTITUTIONAL, BUYER IN COMPLIANCE WITH RULE 1444 UNDER THE SECURITIES
ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF THE INDENTURE REFERRED TO
HEREIN.

190
THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED
TO HEREINAFTER.

UNLESS THIS CERTIFICATE 18 PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK. NEW YORK, TO THE COMPANY OR IT’S AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE £ CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE £ CO. OR TO SUCH OTHER ENTITY AS 1S REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC). ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON 1S WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE £ CO., HAS AN INTEREST
HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF,

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
SENTENCE. BY [TS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
(1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH 1T IS ACTING, (A) 1S A
“QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT) OR (B) IS NOT A U.S. PERSON AND 1S ACQUIRING
THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903
OR 904 OF REGULATION S AND, WITH RESPECT TO (A) AND (B), EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO SUCH ACCOUNT; (2) AGREES FOR
THE BENEFIT OF THE ISSUER THAT [Tf WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN,
EXCEPT (A) (1) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (11) PURSUANT TO
A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, (HI) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A— UNDER THE SECURITIES ACT, (IV)IN AN OFFSHORE
TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, OR (V) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE),
AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND OTHER JURISDICTIONS; AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY 1S
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, AS
USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND
“U.S. PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH
PARAGRAPH 2A(V) ABOVE, THE ISSUER RESERVES THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS, OR OTHER EVIDENCE AS
MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER 1S BEING MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE
AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.
AES GENER S.A.
8.375% JUNIOR SUBORDINATED CAPITAL NOTES DUE 2073
No. R-001 Principal Amount U.S.$57,963,000

as revised by the Schedule of Increases and
Decreases in Global Note attached hereto

CUSIP NO, 00105D AD7
ISIN NO. USO00105DAD?S
COMMON CODE 100814838

AES Gener S.A., an open stock corporation (sociedad anónima abierta)
organized under the laws of the Republic of Chile, promises to pay to Cede € Co., the nominee
for The Depository Trust Company, or registered assigns, the principal sum of FIFTY SEVEN
MILLION NINE HUNDRED SIXTY THREE THOUSAND U.S. DOLLARS
(U.S.$57,963,000), as revised by the Schedule of Increases and Decreases in Global Note
attached hereto, on December 18, 2013.

Interest Rare: From and including December 18, 2013 to but excluding June 18,
2019. the Notes will bear interest at a rate 0 8.375% per annum,
payable semianmually in arrears on each Interest Payment Date
commencing on June 18, 2014,

From and including Ue First Reset Date to but excluding the Maturity
Date, for cach Reset Period the Notes will bear interest at a rate equal
to the relevant $ year Swap Rate, plus (a) in respect of the Reset
Period commencing on the First Reset Date: 6.820%; (b) in respect of
ihe Reset Periods commencing on June 18, 2024, June 18. 2029 and
June 18, 2034: 7,070%: (c) in respect of any other Reset Period:
7.820%.

Interest Payment Dates: Subject to the Company’s right to defer payment serni-annually on June 18
and December 18 of each year, commencing on June 18, 2014

Record Dates: June | and December 1
REVERSE SIDE OF NOTE
l Interest Rates Interest Amounts

AES Gener S.A., an open stock corporation (sociedad anónima abierta)
organized under the laws of the Republic of Chile (and its successors and assigns under the
Indenture hercinafter referred to, the “Company”), promises to pay interest on the principal
amount of this Note at the rate per annum and in the manner described below.

The Company shall pay interest semi-annually in arrears on cach Interest Payment
Date of cach year, commencing on June 18, 2014. Interest on the Notes shall accrue from the
most recent date to which interest has been paid on the Notes or, if no interest has been paid,
from December 18, 2013.

Unless previously redeemed or repurchased and cancelled as described herein and
subject to the further provisions described in Paragraph 2 below, the Notes will bear interest on
their principal amount as follows:

(a) —— Fromand including December 18, 2013 (the “Issue Date”) to but
excluding June 18, 2019 (the”First Reset Date”), the Notes will bear interest at a rate 0f 8,375%
per annum, payable semiannually in arrears on each Interest Payment Date (as defined below)
commencing on June 18, 2014.

(b) — Fromand including the First Reset Date to but excluding the Maturity
Date, for each Reset Period (as defined below) the Notes will bear interest at a rate equal to the
relevant 5 year Swap Rate (as defined below), plus (a) in respect of the Reset Period
commencing on the First Reset Date: 6.820%; (b) in respect of the Reset Periods commencing on
June 18, 2024, June 18, 2029 and June 18, 2034: 7.070%; (c) in respect of any other Reset
Period; 7.820%

each as determined by the Calculation Agent and payable semi-annually in arrears on each
Interest Payment Date, commencing on June 18, 2014.

*5 Year Swap Rate” means, in respect of a Reset Period, the semi-annual mid-swap rate for USD
swap transactions with a maturity of five years as displayed on the Reset Sereen Page on the
relevant Reset Interest Determination Date. 1f the relevant 5 year Swap Rate does not appear on
the Reset Screen Page on the relevant Reset Interest Determination Date, the Calculation Agent
shall request cach of the Reset Reference Banks to provide it with its 5 year Swap Rate
Quotation and will determine the 5 year Swap Rate as the Reset Reference Bank Rate on the
relevant Reset Interest Determination Date. Ifat least three quotations are provided by the Reset
Reference Banks, the 5 year Swap Rate will be determined by the Calculation Agent on the basis
of the arithmetic mean of the quotations provided, eliminating the highest quotation (or, in the
event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of
the lowest). If fewer than three quotations are provided by the Reset Reference Banks, the 5 year
Swap Rate will be determined by the Calculation Agent by obtaining the semi-annual mid-swap
rate for USD swap transactions with a maturity of five years as displayed on the Reset Screen
Page on the last calendar day prior to such relevant Reset Interest Determination Date on which
such quotation was displayed.

“5 year Swap Rate Quotation” means, in relation to any Reset Period, the arithmetic mean of the
bid and offered rates for the semi-annual fixed leg (calculated on a 30/360 day count basis) of a
fixed-for-floating U.S. dollar interest rate swap which (1) has a term of 5 years commencing on
the relevant Reset Date, (11) is in an amount that is representative of a single transaction in the
relevant market at the relevant time with an acknowledged dealer of good credit in the swap
market, and (i11) has a floating leg based on the 3-month LIBOR rate (calculated on an
Actual/360 day count basis).

The Company shall pay interest on overdue principal (plus interest on such
interest to the extent lawful), at the rate borne by the Notes to the extent lawful. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

Jurisdiction”), unless such withholding or deduction is required by law or by the criado or
administration thereof. In the event of any such withholding or deduction of such Taxes, the
Company will pay to Holders such additional amounts (“Additional Amounis”) as will result in
the receipt by each Holder of the net amount that would otherwise have been reccivable by such
Holder in the absence of such withholding or deduction, subject to the limitations set forth in the
Indenture.

In the event that Additional Amounts are actually paid at the tax rate applicable to
Excessive Indebtedness, but it is subsequently determined that the rates of deduction or
withholding of withholding taxes so applied were in excess of the appropriate rate applicable to
the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a
refund (or credit in lieu of such refund) of such excess from the Chilean authority imposing such
tax, then such Holder shall, by accepting such Notes, be decmed to have assigned and transferred
all right, title, and interest to any such claim for a refund (or credit in lieu of such refund) of such
excess to the Company, However, by making such assignment, the Holder makes no
representation or warranty that the Company will be entitled to receive such claim for a refund
(or credit in lieu of such refund) and incurs no other obligation with respect thereto.

The Company shall pay interest (including Post-Petition Interest in any
proceeding under any Bankruptey Law or in the course of any Insolveney Proceeding) on
overdue principal and, to the extent such payments are lawful, interest on overdue installments of
interest (“Defaulted Interest”) without regard to any applicable grace periods at the interest rate
shown on this Note, as provided in the Indenture.
2, i Intere ferral

Interest which accrues during an Interest Period ending on but excluding an
Interest Payment Date will be due and payable on that Interest Payment Date unless the
Company, by notice to (1) the Holders in accordance with Section 10.1 of the Indenture and (ii)
the Trustee and Paying Agent at least five, but not more than 30, Business Days prior to the
relevant Interest Payment Date, elects in its sole discretion to defer payment in whole, but not in
part, of the interest acerued on the Notes in respect of any Interest Period. If the Company makes
such election, interest will continue to accrue, however, the Company shall have no obligation to
make such payment and any failure to pay shall not constitute a default by the Company or any
other breach of obligations under the Notes or for any other purpose.

(a) — Optional Payment of Arrears of Interest

The Company may pay Arrears of Interest, in whole (but not in part) at any time,
upon giving not less than 10, and not more than 15, Business Days notice to the Holders in
accordance with Section 10,1 of the Indenture (which notice shall be irrevocable and will oblige
the Company to pay the relevant Arrears of Interest on the payment date specified in such notice)
and to the Trustee or the Paying Agent at least five, but not more than 30, Business Days prior to
the relevant due date for payment.

(b) Mandatory Payment of Arrears of Interest

The entire amount (and not any lesser portion) of any Arrears of Interest in
respect of all Notes then outstanding shall become due and payable in full and shall be paid by
the Company on the first occurring Mandatory Settlement Date, Notice of the occurrence of any
Mandatory Settlement Date shall be given to the Holders in accordance with Section 10,1 of the
Indenture and to the Trustee and Paying Agent at least five, but not more than 30, Business Days
prior to the relevant due date for payment.

Upon the occurrence of a Mandatory Settlement Date, the Company will prompily
deliver to the Trustee a certificate signed by a duly authorized representative of the Company
confirming the occurrence thereof.

“Mandatory Settlement Date” means the carliest of:

(1) the fifth Business Day following the date on which a Mandatory Arrears
of Interest Settlement Event occurs:

(11) following any deferred interest payment, on the next scheduled Interest
Payment Date on which the Company does nat elect to defer all of the interest accrued in respect
of the relevant Interest Period for the Notes;

(Mi) the date on which the Notes are redeemed (in whole) or repaid in
accordance with the terms of the Indenture; and
(iv) the date on which an order is made or a resolution is passed for the
commencement of any Insolvency Proceedings in respect of the Company, or the date on which
the Company takes any corporate action for the purposes of opening, or initiates or consents to,
Insolvency Proceedings in respect of itself.

A “Mandatory Arrcars of Interest Settlement Event” shall have occurred if:

10) sharcholders of the Company resolve to make any dividend payment
above the Minimum Legally Required Dividend on its share capital;

(11) the Company pays any distributions on Parity Securities, Fany; or

(ii) the Company repurchases, redeems or otherwise acquires any Parity
Securities or any of its share capital;

except, in each case, where the Company or any of its subsidiaries (a) is obliged under the terms
of such securities to make such declaration, distribution, payment, redemption, repurchase or
acquisition, (b) undertakes any purchase of Common Shares in connection with any employee
stock option plan or other employee participation plan, (c) directly or indirectly acquires
Common Shares, except in consideration for cash or other property of the Company, and only in
accordance with Article 27 of Law No, 18,046 of Chile, as amended, on Stock Corporations, in
connection with any merger by the Company with one of its subsidiaries or shareholders, or (d)
effects such redemption, repurchase or acquisition as a cash tender offer or exchange offer to all
holders thereof at a purchase price per security which is below its par value.

3 Method of Payment

(a) Payments on the Notes may be made at the corporate trust office of the
Trustec. Altematively, the Company may choose to pay such amounts by (1) check mailed or
delivered to the address of the person entitled thereto at the address appearing in the register or
(11) wire transfer to an account located in the United States as specified by the person entitled
thereto.

(b) By 12:00 noon (New York time), at least one Business Day prior to each
due date of principal or interest on a Note, the Company shall deposit with the Trustee or a
Paying Agent, as applicable, a sum sufficient to pay such principal or interest. lfany payment in
respect of a Note is due on a date that is not a Business Day, then such payment need not be
made on such date but may be made on the next succeeding day that is a Business Day, with the
same force and effect as if made on the date for such payment, and no interest will accrue for the
period from and after such date. “Business Day” means a day other than a Saturday, Sunday or
any day on which banking institutions are authorized or required by law to close in New York,
New York or Santiago, Chile.

tc) Payments of interest will be made to the person in whose name a Note is
registered at the close of business on the respective Record Date immediately preceding an
Interest Payment Date. Notwithstanding the foregoing, any interest which is payable, but which
is not punctually paid or duly provided for (subject to optional interest deferral; see Paragraph 2
above), on any Interest Payment Date will cease to be payable to the Holder registered on such
date, and will be payable, at the election of the Company, to the person in whose name such Note
is registered at the close of business on a special Record Date to be fixed by the Trustee not more
than 15 nor less than 10 days prior to the date fixed by the Company for payment thereof.

4. — Ranking and Subordination

(a) The Notes constitute direct, unsecured and subordinated obligations of the
Company.

(b) The Notes will be subordinated to the Senior Indebtedness (as defined
below). In addition, the Notes will be structurally subordinated to all existing and future
unsecured and unsubordinated debt and other liabilities (including trade payables) of the
operating subsidiaries of the Company.

(c) — Theobligations of the Company to make payment in respect of principal
and interest on the Notes, including its obligations in respect of any Arrears of Interest, will, in
the event of any Insolveney Proceedings, rank:

(1) ¡junior to all present and future Senior Indebtedness;
(1) pari passu among themselves and with the Company’s present and
future Parity Securities: and

(11) senior only to the Company*s common shares (“Common
Shares”),

in each case except as otherwise required by mandatory provisions of applicable law. The
Company has entered into a unilateral statement of subordination pursuant to Chilean law
(declaración unilateral de subordinación).

(d) Each Holder (for itself and on behalf of the beneficial owners thereof), by
purchasing the Notes, whether in connection with the initial offering of the Notes or a purchase
at a later date, will be deemed to have agreed with the Company for the benefit of all the
Company”s present and future creditors, to subordinate its rights as such Holder to collect any
amount of principal, premium, if any, and interest due or to become due in respect of the Notes
as described Paragraph 2 above. The Company, for the benefit of all of its present and future
ereditors, accepts this undertaking of the Holders.

(e) Each Holder agrees that (1) the Trustee will be the only party entitled to
receive and distribute amounts paid in respect of the Notes in the event of any Insolveney
Proceedings and (11) upon the oceurrence of any Insolvency Proceedings, no payment of
principal and interest, including any Arrears of Interest, on the Notes will be made unless the
Company has discharged or secured payment in full on the Senior Indebtedness. Prior thereto,
holders of the Notes will have only a limited ability to influence the conduct of such Insolvency
Proceedings. 1f, upon the occurrence of any Insolvency Proceedings, the Trustee or any Holder
receives any payment or distribution of any kind or character (except for amounts owed to the
Trustee, other than amounts payable by the Trustee to the Holders), whether in cash, property or
securities, before the Senior Indebtedness is paid in full, that payment or distribution must be
paid over or delivered to the Trustee in bankruptcy or other person making payment or
distribution of assets of the Company for application to the payment of all the Senior
Indebtedness until the Senior Indebtedness is paid in full, after giving effect to any concurrent
payment or distribution to the holders of the Senior Indebtedness in respect of the Company.

5. Paying Agent, Transfer Agent and Registrar

Initially, Citibank, N.A., shall act as Trustee, Paying Agent, Calculation Agent,
Transfer Agent and Registrar, The Company may appoint and change any Paying Agent,
Calculation Agent, Transfer Agent, Registrar or co-Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act as Paying Agent, Transfer Agent, Registrar or co-
Registrar.

6. Indenture

The Company originally issued the Notes under an Indenture, dated as of
December 18, 2013 (as it may be amended or supplemented from time to time in accordance
with the terms thereof, the “Indenture”), among the Company, the Trustee and Banque
Internationale á Luxembourg SA, as Luxembourg Paying Agent and Luxembourg Transfer
Agent. The terms of the Notes include those stated in the Indenture. Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are
subject Lo all such terms, and Holders are referred to the Indenture for a statement of those terms,
Each Holder by accepting a Note agrees to be bound by all of the terms and provisions of the
Indenture, as amended or supplemented from time to time.

Subject to the conditions set forth in the Indenture and without the consent of the
Holders, the Company may issue Additional Notes. All Notes shall be treated as a single class of
securities under the Indenture.

The Indenture imposes certain limitations, subject to certain exceptions, on,
among other things, the ability of the Company to make certain dividend payments.

7. Redemption

(a) — Asexplained further below, the Company may redeem the Notes in the
circumstances, in the manner and at the prices described below, Holders have no right to require
the Company to redeem the Notes. Unless previously redeemed or purchased and cancelled as
provided below, the Company will redeem the Notes on the Maturity Date at their principal
amount together with any accrued interest up to (but excluding) the Maturity Date and any
Arrears of Interest. The Notes will cease to bear interest from (and including) the calendar day
on which they are due for redemption. If the Company fails to redeem the Notes when due,
interest will continue to accrue as provided in the Indenture,

(b) Asused hercin, the term “Early Redemption Price” will be the amount
determined by the Calculation Agent on the fourth Business Day prior to the relevant early
redemption date (each an “Early Redemption Date”) as follows:
(1) in the case of an Optional Redemption. a Withholding Tax Event
or a Substantial Repurchase Event, at any time, 100% of the principal amount of the Notes then
outstanding; or

(ii) in the case ofa Rating Methodology Event or a Tax Deductibility
Event, either:

(1) 101% of the principal amount of the Notes then
outstanding if the Early Redemption Date is on or prior to the First Reset Date; or

(2) 100% of the principal amount of the Notes then
outstanding if the Early Redemption Date is after the First Reset Date (as defined
below),

and in each case together with any accrued interest up to, but excluding, the relevant Early
Redemption Date and any Arrears of Interest (as defined under Paragraph 2 above).

“Early Redemption Date” means the fourth Business Day prior to the relevant
early redemption date.

“Early Redemption Price” means the amount determined by the Calculation
Agent on the Early Redemption Date,

“Equity Credit” shall include such other nomenclature as any Rating Agency may
use from time to time to describe the degree to which an instrument exhibits the characteristics of
an ordinary share.

“Fitch” means Fitch Ratings Limited.
“Moody’s” means Moody’s Investors Service Limited.

“Rating Agency” (and collectively, the “Rating Agencies”) means any of
Moody’s, S£P, Fitch and any other rating agency substituted for any of them by the Company
upon the prior written notice to the Trustee and, in each case, any of their respective successors
to the rating business thercof,

“Rating Agency Confirmation” means a written confirmation from a Rating
Agency which has assigned ratings to the Company on a basis sponsored by the Company which
is either received by the Company directly from the relevant Rating Ageney or indirectly via
publication by such Rating Agency.

“Rating Methodology Event” shall be deemed to have occurred ¡fihe Company
has received a Rating Agency Confirmation stating that, due to an amendment, clarification or
change in the “equity credit” criteria of such Rating Agency, which amendment, clarification or
change has occurred after the Issue Date, that Notes are eligible for a level of equity credit that is
lower than the level or equivalent level of equity credit assigned to the Notes by any one of the
Rating Agencies on the Issue Date.
“S£P” means Standard $: Poor’s Rating Services, a division of The McGraw Hill
Companies, Inc.

“Substantial Repurchase Event” shall be deemed to have occurred if, prior to the
giving of the relevant notice of redemption, at least 80% of the aggregate principal amount of the
Notes issued on the Issue Date has been purchased by or on behalf of the Company or a
subsidiary and has been cancelled.

(0) Optional Redemption. the Company may redeem all of the Notes (but not
some only) on the First Reset Date and any Interest Payment Date (as both are defined below)
thereafter, in each case at the applicable Early Redemption Price, subject to having given not less
than 30 nor more than 60 calendar days’ notice to the Holders in accordance with Section 10,1 of
the Indenture (which notice shall be binding and irrevocable).

(d) — Early Redemption following a Ratings Methodology Event. Ifa Rating
Methodology Event occurs, then the Company may, subject to having given not less than 30 nor
more than 60 calendar days’ notice to the Holders in accordance with Section 10,1 of the
Indenture (which notice shall be binding and irrevocable), redeem the Notes in whole but not in
part at any time at the applicable Early Redemption Price.

At least 15 calendar days prior to the giving of notice of redemption of the Notes
following a Rating Methodology Event pursuant to the Indenture, the Company will deliver to
the Trustee in a form and with content reasonably satisfactory to the Trustee:

(1 an officer’s certificate to the effect that the Company is or at the
time of the redemption will be entitled to effect such a redemption pursuant to the Indenture, and
setting forth in reasonable detail the circumstances giving rise to such right of redemption; and

(1) acopy of the Rating Agency Confirmation relating to the
applicable Rating Methodology Event unless the delivery of such Rating Agency Confirmation
would constitute a breach of the terms on which such confirmation is delivered to the Company,
and the Trustee shall be entitled to accept and rely conclusively upon the above certificate and, if
applicable, copy of the Rating Agency Confirmation as sufficient evidence of the satisfaction of
the conditions precedent set out above, in which event the same shall be conclusive and binding
on the Holders.

At least 15 calendar days prior to the giving of notice of redemption of Notes
following a Substantial Repurchase Event pursuant to the Indenture, the Company will deliver to
the Trustee in a form and with content reasonably satisfactory to the Trustee:
(1 an officer’s certificate to the effect that the Company is or at the
time of the redemption will be entitled to effect such a redemption pursuant to the Indenture, and
setting forth in reasonable detail the circumstances giving rise to such right of redemption; and

(11) a written opinion of recognized counsel independent of the
Company to the effect, among other things, that all governmmental approvals necessary for the
Company to effect the redemption have been obtained and are in full force and effect or
specifying any such necessary approvals that as of the date of such opinion have not been
obtained, and the Trustee shall be entitled to accept and rely conclusively upon the foregoing
certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set
out above, in which event the same shall be conclusive and binding on the Holders.

(1 Early Redemption following a Withholding Tax Event. The Notes may be
redeemed, in whole but not in part, at the Company’s option, subject to applicable laws, at the
applicable Early Redemption Price if as a result of any change in, or amendment to, the laws (or
any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or any
change in the official application, administration or interpretation of such laws, regulations or
rulings (including a holding by a court of competent jurisdiction), the Company has or will
become obligated to pay Additional Amounts in respect of interest received on the Notes at a rate
of withholding or deduction in excess of 4.0% (“Excess Additional Amounts”), if such change or
amendment is announced or occurs on or after the date of the Indenture and such obligation
cannot be avoided by the Company taking reasonable measures available to it (including, without
limitation, taking reasonable measures to change the Paying Agent and provided that reasonable
measures shall not include a change in the jurisdiction of the Company) (a “Withholding Tax
Event”); provided that no such notice of redemption (which notice will in any event be given in
accordance with Section 10.1 of the Indenture and be binding and irrevocable) will be given
earlier than 60 days prior to the earliest date on which the Company would be obligated to pay
such Excess Additional Amounts, were a payment in respect of the Notes then due.

At least 15 calendar days prior to the giving of notice of redemption of Notes
following a Withholding Tax Event pursuant to the Indenture, the Company will deliver to the
Trustee in a form and with content reasonably satisfactory to the Trustee:

(1) an officer’s certificate to the effect that: the Company is or at the
time of the redemption will be entitled to effect such a redemption pursuant to the Indenture, and
setting forth in reasonable detail the circumstances giving rise to such right of redemption; and
(b) the Company cannot avoid payment of such Excess Additional Amounts by taking
reasonable measures available to the Company (for the avoidance of doubt, reasonable measures
shall not include a change in the jurisdiction of the Company), and

(ii) a written opinion of recognized counsel in the Relevant Taxing
Jurisdiction independent of the Company to the effect, among other things, that the Company is,
or is expected to become, obligated to pay such Excess Additional Amounts as a result of a
change or amendment, as described above. The Trustee shall be entitled to accept and rely
conclusively upon the above certificate and opinion as sufficient evidence of the satisfaction of
the conditions precedent set out above, in which event the same shall be conclusive and binding
on the Holders.
(8) Early Redemption following a Tax Deductibility Event. M6, as a result of
any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder)
of Chile, or any change in the official application, administration or interpretation of such laws,
regulations or rulings (including a holding by a court of competent jurisdiction), payments of
interest by the Company in respect of the Notes are no longer, or within 90 calendar days of the
date of any opinion provided pursuant to section (11) of the below paragraph will no longer be,
deductible in whole or in part for corporate income tax purposes in Chile, and the Company
cannot avoid the foregoing by taking reasonable measures available to it (a “Tax Deductibility
Event”), then the Company may, upon giving not less than 30 nor more than 60 calendar days”
notice to the Holders in accordance with Section 10,1 of the Indenture (which notice shall be
binding and irrevocable), redeem in whole but not in part the Notes then outstanding at any time
at the applicable Early Redemption Price.

At least 15 calendar days prior to the giving of notice of redemption of the Notes
following a Tax Deductibility Event, the Company will deliver to the Trustee in a form and with
content reasonably satisfactory to the Trustee:

(1) an officer’s certificate to the effect that: (a) the Company is
entitled to effect such redemption pursuant to the Indenture and setting forth in reasonable detail
the circumstances giving rise to such right of redemption: and (b) the Company cannot avoid the
non-deductibility of such payments of interest for by taking reasonable measures available to the
Company (for the avoidance of doubt, reasonable measures shall not include a change in the
jurisdiction of the Company), and

(11) a written opinion of recognized counsel in Chile independent of the
Company to the effect, among other things, that payments of interest by the Company in respect
of the Notes are no longer, or within 90 calendar days of the date of that opinion will no longer
be, deductible in whole or in part for corporate income tax purposes in Chile as a result ofa
change or amendment, as described above, The Trustce shall be entitled to accept and rely
conclusively upon the above certificate and opinion as sufficient evidence of the satisfaction of
the conditions precedent set out above, in which event the same shall be conclusive and binding
on the Holders.

(h) Reacquisition. The Company or any subsidiary of the Company may at
any time purchase Notes in any manner and at any price, subject to applicable laws and
regulations. Such Notes may be held, reissued, resold or. at the option of the Company,
surrendered to the Paying Agent for cancellation.

(1) Optional Redemption Procedures. The Company will mail, or cause to be
mailed, a notice of redemption to each Holder (which, in the case of the Global Notes, will be
DTC) at least 30 days and not more than 60 calendar days prior to the relevant Early Redemption
Date, to the address of each holder as it appears on the register maintained by the registrar.
Notices of redemption will also be published as set forth under Section 10.1 of the Indenture. A
notice of redemption will be irrevocable.

A partial redemption of the Notes shall be effected in compliance with the
requirements of DTC, or if such Notes are not held through DTC or DTC prescribes no method
of selection, on a pro rata basis, or by such method as the Trustee deems fair and appropriate,
provided, however, that the selection for redemption of a portion of the principal amount of
Notes held by a Holder must be equal to an authorized denomination. The Company has been
advised that it is DTC*s practice to determine by the lot the amount of each participant in the
securities to be redeemed.

Except in the case of a default in payment of the applicable Early Redemption
Price, on and after the relevant Early Redemption Date interest will cease to accrue on the Notes.

Notice of any redemption shall be mailed by first-class mail, postage prepaid, at
least 30, but not more than 60, calendar days before the redemption date to Holders of Notes to
be redeemed at their respective registered addresses. For so long as the Notes are listed on the
Luxembourg Stock Exchange for trading on the Euro MTF Market, and the rules of such
Exchange require, the Company shall cause notices of redemption to also be published as
provided under Section 10.1 of the Indenture.

Notes called for redemption shall become due on the date fixed for redemption.
The Company shall pay the redemption price for any Note together with accrued and unpaid
interest thercon through the date of redemption. On and after the redemption date, interest shall
ccase Lo accrue on Notes called for redemption as long as the Company has deposited with the
Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.
Upon redemption of any Notes by the Company, such redeemed Notes shall be cancelled.

8. Denominations; Transfer; Exchange

The Notes are in fully registered form without coupons, and only in a minimum
denomination of U.S.$200,000 and denominations which are integral multiples of U.S.$1,000 in
excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.
The Registrar shall be entitled to request such evidence reasonably satisfactory to it documenting
the identity and/or signatures of the transferor and the transferee. The Registrar need not register
the transfer of or exchange (1) any Notes selected for redemption for a period
beginning 15 calendar days before the mailing of a notice of Notes to be redeemed and ending on
the date of such mailing or (11) any Notes for a period beginning 15 calendar days before an
Interest Payment Date.

9, Persons Deemed Owners

The registered holder of this Note shall be treated as the owner of it for all
purposes.

10. — Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years,
the Trustce or Paying Agent shall pay the money back to the Company at ¡ts written request
unless an abandoned property law designates another Person. After any such payment, Holders
entitled to the money must look only to the Company and not to the Trustee for payment,
11. Discharge Prior to Redemption or Maturity

Subject to certain conditions set forth in the Indenture, the Company at any time
may terminate some or all of its obligations under the Notes and the Indenture if the Company
deposits with the Trustee U.S. Dollars or U.S. Government Obligations for the payment of
principal of and interest on the Notes to redemption or maturity, as the case may be.

12, Amendment; Waiver

(a) Subject to certain exceptions set forth in the Indenture, without the consent
of any Holder, the Company and the Trustec may, among other things, amend or supplement the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency: to provide for
the assumption by a successor Person of the obligations of the Company under the Indenture; to
add to the covenants of the Company for the benefit of the Holders or to surrender any right or
power herein conferred upon the Company; to provide for the issuance of Additional Notes; to
conform the text of the Indenture or the Notes to any provision of the Oflering Memorandum; to
evidence the replacement of the Trustee as provided for under the Indenture; or to make any
other changes which do not adversely affect the rights of any of the Holders in any material
respect.

(b) Subject to certain exceptions set forth in the Indenture, (1) the Indenture or
the terms and conditions of the Notes may be amended or supplemented with the written consent
of the Holders of at least a majority in principal amount of the then Outstanding Notes or by
adoption of resolutions at a meeting of Holders of at least a majority of the Outstanding Notes
and (ii) any Default or Event of Default under the Indenture (except a Default in the payment of
the principal of, premium, ifany, or interest on any Notes) may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes
or by adoption of resolutions at a mecting of Holders of at least a majority of the Outstanding
Notes. However, without the consent or affirmative vote of each Holder affected thereby, no
amendment may, among other things, change the interest rate with respect to any Notes or
reduce the principal amount of any Notes, or change the time for such payments; modify the
obligation to pay Additional Amounts; change the prices at which the Notes may be redecmed by
the Company, or change the time at which any note may be redeemed; change the currency in
which, or change the required place at which, payment on principal, premium, ifany, and interest
with respect to the Notes is payable; impair the right to institute suit for the enforcement of any
payment obligation on or with respect to any note; or reduce the above-stated percentage of
principal amount of Outstanding Notes whose Holders are required to consent to modify or
amend the Indenture or the terms or conditions of the Notes or to waive any future compliance or
past default,

13. Defaults and Remedies

Subject to certain exceptions set forth in the Indenture, ifan Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then Outstanding Notes may declare all the Notes to be due and payable
immediately. Certain events of bankruptey or insolvency are Events of Default, which shall
result in the Notes being due and payable immediately upon the oceurrence of such Events of
Default,

Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives
indemnity or security satisfactory to it, The Trustec may withhold from Holders notice of any
continuing Default or Event of Default (except a Default or Event of Default in payment of
principal or interest) if it determines that withholding notice is in their interest,

14, Trustee Dealings with the Company

Subject to certain limitations set forth in the Indenture, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or pledgec of Notes and
may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates with the same rights it would have ¡fit
were not Trustec.

15. No Recourse Against Others

No past, present or future incorporator, director, officer, employee, shareholder or
controlling person, as such, of the Company shall have any liability for any obligations of the
Company under the Notes or the Indenture or for any claims based on, in respect of or by reason
of such obligations or their creation, By accepting a Note, each Holder waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes.

16. — Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent acting on its behalf) manually signs the certificate of authentication on the
other side of this Note.

17. — Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignec,
such as TEN COM (=tenants in common). TEN ENT (Htenants by the entirety), JT TEN (Fjoint
tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and
U/G/M/A (Uniform Gift to Minors Act).

18. — CUSIP or ISIN Numbers

Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP or ISIN numbers to
be printed on the Notes and has directed the Trustee to use CUSIP or ISIN numbers in nolices of
redemption as a convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon,

19. — Governing Law
This Note shall be governed by, and construed in accordance with, the laws of the
State of New York.

20, — Currency of Account: Conversion of Currency.

U.S, Dollars is the sole currency of account and payment for all sums payable by
the Company under or in connection with the Notes or the Indenture. The Company shall
indemnify the Holders as provided in respect of the conversion of currency relating to the Notes
and the Indenture,

21. Agent for Service; Submission to Jurisdiction: Waiver of Immunities.

The parties hereto have agreed that any suit, action or proceeding arising out of or
based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal
court in New York, New York. The parties hereto have irrevocably submitted to the jurisdiction
of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury,
any objection they may now or hereafter have to the laying of venue of any such proceeding. and
any claim they may now or hereafter have that any proceeding in any such court is brought in an
inconvenient forum and any right to the jurisdiction of any other courts to which any of them
may be entitled, on account of place of residence or domicile, The Company has appointed CT
Corporation System with offices currently at 111 Eighth Avenue, 13th floor, New York,

NY 10011, as its authorized agent upon whom all writs, process and summonses may be served
in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which
may be instituted in any New York state or U.S, federal court in New York, New York, To the
extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise)
from any legal action, suit or proceeding. from jurisdiction of any court or from set-off or any
legal process (whether service or notice, attachment in aid or otherwise) with respect to it or any
of their property, the Company has irrevocably waived and agreed not to plead or claim such
immunity in respect of its obligations under the Indenture or the Notes.

Nothing in the preceding paragraph shall affect the right of the Trustee or any
Holder of the Notes to serve process in any other manner permitted by law.

The Company shall furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type.
Requests may be made to:

Rosario Norte 532, 19th Floor

Las Condes

Santiago, Chile

Attention: VP of Finance and Finance Director
Fax No.: +56 2 686 8991
ASSIGNMENT FORM
To assign this Note, fill in the form below:
(1) or (we) assign and transfer this Note to:
(Print or type assignee’s name. address and zip code)
(Insert assignee’s Social Security or Tax LD. Number)

and irrevocably appoint to transfer this Note on the books of the Company.
The agent may substitute another to act for him.

Date: Your Signature:
(Sign exactly as your name appears on the other side of this Note.)

Signature Guarantee:
(Signature must be guaranteed)

The signature(s) should be guaranteed by an cligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved signature
guarantec medallion program), pursuant to Exchange Act Rule 17Ad-15.
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made:

Date of Amount of decrease Amount of increase Principal Amountof Signature of
Increase or in Principal Amount in Principal Amount this Global Note authorized signatory
Decrease of this Global Note of this Global Note following such of Trustee or Note

decrease or increase Custodian

THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED
TO HEREINAFTER.

UNLESS THIS CERTIFICATE 18 PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE £ CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE £ CO. OR TO SUCH OTHER ENTITY AS 18 REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON 1S WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE £ CO., HAS AN INTEREST
HEREIN.

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
(1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, (A) IS A
“QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903
OR 904 OF REGULATION S AND, WITH RESPECT TO (A) AND (B), EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO SUCH ACCOUNT; (2) AGREES FOR
THE BENEFIT OF THE ISSUER THAT IT WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN,
EXCEPT (A) (1) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (11) PURSUANT TO
A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, (HI) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A— UNDER THE SECURITIES ACT. (IV)IN AN OFFSHORE
TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, OR (V)PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE),
AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND OTHER JURISDICTIONS; AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, AS
USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND
“U.S. PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY
REGULATION $ UNDER THE SECURITIES ACT,

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH
PARAGRAPH 2A(V) ABOVE, THE ISSUER RESERVES THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH LEGAL, OPINIONS, CERTIFICATIONS, OR OTHER EVIDENCE AS
MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION 18 MADE
AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR OTHER SECURITIES LAWS. PRIOR TO EXPIRATION OF THE40DAY
DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S
(“REGULATION S”) UNDER THE SECURITIES ACT), THIS SECURITY MAY NOT BE
REOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, A US. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 1444 UNDER THE
SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF THE
INDENTURE REFERRED TO HEREIN,
AES GENER S.A.

8.375% JUNIOR SUBORDINATED CAPITAL NOTES DUE 2073

No. S-001

Principal Amount U.S.$392,037,000

as revised by the Schedule of Increases and
Decreases in Global Note attached hereto

CUSIP NO. P06071, AA1
ISIN NO. USPOG6O7LAA19
COMMON CODE 098860134

AES Gener S.A., an open stock corporation (sociedad anónima abierta)
organized under the laws of the Republic of Chile, promises to pay to Cede € Co., the nomince
for The Depository Trust Company, or registered assigns, the principal sum of THREE

HUNDRED NINETY TWO MILLION

THIRTY SEVEN THOUSAND U.S. DOLLARS

(U.S.$392,037,000), as revised by the Schedule of Increases and Decreases in Global Note
attached hereto, on December 18, 2013.

Interest Rate:

Interest Payment Dates:

Record Dates:

From and including December 18, 2013 to but excluding June 18,
2019, the Notes will bear interest at a rate 0 8.375% per annum,
payable semianaually in arrears on each Interest Payment Date
commnencios os June 18, 2014.

Eram and including he First Reset Date to but excluding the Maturity
Date, for cach Reset Period the Notes will bear interest at a rate equal
lo 1he relevant $ year Swap Rate, plus (a) in respect of Ihe Reset
Period commencing on the First Reset Date: 6.820%; (b) in respect of
Ue Reset Periods commnencing on June 18, 2024, June 18, 2029 and
June 18, 2034: 7,070%: (c) in respect ofany other Reset Period:
7.820%.

Subject to the Company’s night to defer payment, semi-anmually on June 18
and December 18 of cach year, commencing on June 18. 2014

June | and December 1
REVERSE SIDE OF NOTE
hi Interest Rates and Interest Amounts

The Company shall pay interest semi-annually in arrears on each Interest Payment
Date of each year, commencing on June 18, 2014, Interest on the Notes shall accrue from the
most recent date to which interest has been paid on the Notes or, if no interest has been paid,
from December 18, 2013,

(a) Fromand including December 18, 2013 (the “Issue Date”) to but
excluding June 18, 2019 (the”First Reset Date”), the Notes will bear interest at a rate 01 8.375%
per annum, payable semiannually in arrears on each Interest Payment Date (as defined below)
commencing on June 18, 2014.

(bj) Fromand including the First Reset Date to but excluding the Maturity
Date, for each Reset Period (as defined below) the Notes will bear interest at a rate equal to the
relevant 5 year Swap Rate (as defined below). plus (a) in respect of the Reset Period
commencing on the First Reset Date: 6.820%; (b) in respect of the Reset Periods commencing on
June 18, 2024, June 18, 2029 and June 18, 2034: 7.070%; (c) in respect of any other Reset
Period: 7,820%

each as determined by the Calculation Agent and payable semi-annually in arrears on each
Interest Payment Date, commencing on June 18, 2014.

“5 Year Swap Rate” means, in respect of a Reset Period, the semi-annual mid-swap rate for USD
swap transactions with a maturity of five years as displayed on the Reset Sereen Page on the
relevant Reset Interest Determination Date. Hthe relevant 5 year Swap Rate does not appear on
the Reset Sereen Page on the relevant Reset Interest Determination Date, the Calculation Agent
shall request each of the Reset Reference Banks to provide it with its 5 year Swap Rate
Quotation and will determine the 5 year Swap Rate as the Reset Reference Bank Rate on the
relevant Reset Interest Determination Date. Ifat least three quotations are provided by the Reset
Reference Banks, the 5 year Swap Rate will be determined by the Calculation Agent on the basis
of the arithmetic mean of the quotations provided, eliminating the highest quotation (or, in the
event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of
the lowest). 1f fewer than three quotations are provided by the Reset Reference Banks, the 5 year
Swap Rate will be determined by the Calculation Agent by obtaining the semi-annual mid-swap
rate for USD swap transactions with a maturity of five years as displayed on the Reset Sereen
Page on the last calendar day prior to such relevant Reset Interest Determination Date on which
such quotation was displayed.

“5 year Swap Rate Quotation” means, in relation to any Reset Period, the arithmetic mean of the
bid and offered rates for the semi-annual fixed leg (calculated on a 30/360 day count basis) of a
fixed-for-floating U.S. dollar interest rate swap which (1) has a term of 5 years commencing on
the relevant Reset Date, (11) is in an amount that is representative of a single transaction in the
relevant market at the relevant time with an acknowledged dealer of good credit in the swap
market, and (111) has a floating leg based on the 3-month LIBOR rate (calculated on an
Actual/360 day count basis).

The Company shall pay interest on overduc principal (plus interest on such
interest to the extent lawful), at the rate borne by the Notes to the extent lawful. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

All payments of principal, premium, ifany, and interest in respect of the Notes
will be made free and clear of, and without withholding or deduction for or on account of, any
present or future taxes, duties, assessments or governmental charges of whatever nature
(“Taxes”) imposed, levied, collected. withheld or assessed by or within any jurisdiction where
the Company is incorporated, resident or doing business for tax purposes or by or within any
political subdivisión thereof or any authority therein or thereof having power to tax or any other
jurisdiction through which payments are made in respect of the Notes (each, a “Relevant Taxing
Jurisdiction”), unless such withholdimg or deduction is required by law or by the interpretation or
administration thereof. In the event of any such withholding or deduction of such Taxes, the
Company will pay to Holders such additional amounts (“Additional Amounts”) as will result in
the receipt by each Holder of the net amount that would otherwise have been receivable by such
Holder in the absence of such withholding or deduction, subject to the limitations set forth in the
Indenture.

In the event that Additional Amounts are actually paid at the tax rate applicable to
Excessive Indebtedness, but it is subsequently determined that the rates of deduction or
withholding of withholding taxes so applied were in excess of the appropriate rate applicable to
the Holder of such Notes, and, as a result thercof such Holder is entitled to make claim for a
refund (or credit in lieu of such refund) of such excess from the Chilean authority imposing such
tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred
all right, title, and interest to any such claim for a refund (or credit in lieu of such refund) of such
excess to the Company, However, by making such assignment, the Holder makes no
representation or warranty that the Company will be entitled to receive such claim for a refund
(or credit in lieu of such refund) and incurs no other obligation with respect thereto.

The Company shall pay interest (including Post-Petition Interest in any
proceeding under any Bankruptey Law or in the course of any Insolvency Proceeding) on
overdue principal and, to the extent such payments are lawful, interest on overdue installments of
interest (“Defaulted Interest”) without regard to any applicable grace periods at the interest rate
shown on this Note, as provided in the Indenture.
2. Optional Interest Deferral

Interest which acerues during an Interest Period ending on but excluding an
Interest Payment Date will be due and payable on that Interest Payment Date unless the
Company, by notice to (1) the Holders in accordance with Section 10,1 of the Indenture and (11)
the Trustee and Paying Agent at least five, but not more than 30, Business Days prior to the
relevant Interest Payment Date, elects in its sole discretion to defer payment in whole, but not in
part, of the interest accrued on the Notes in respect of any Interest Period. Ifthe Company makes
such election, interest will continue to acerue, however, the Company shall have no obligation to
make such payment and any failure to pay shall not constitute a default by the Company or any
other breach of obligations under the Notes or for any other purpose.

(a) Optional Payment of Arrears of Interest

(b) Mandatory Payment of Arrears of Interest

The entire amount (and not any lesser portion) of any Arrears of Interest in
respect of all Notes then outstanding shall become due and payable in full and shall be paid by
the Company on the first occurring Mandatory Settlement Date. Notice of the occurrence of any
Mandatory Settlement Date shall be given to the Holders in accordance with Section 10,1 of the
Indenture and to the Trustee and Paying Agent at least five, but not more than 30, Business Days
prior to the relevant due date for payment.

Upon the occurrence of a Mandatory Settlement Date, the Company will promptly
deliver to the Trustee a certificate signed by a duly authorized representative of the Company
confirming the occurrence thereof.

“Mandatory Settlement Date” means the earliest of:

(1) the fifth Business Day following the date on which a Mandatory Arrears
of Interest Settlement Event occurs;

(1) following any deferred interest payment, on the next scheduled Interest
Payment Date on which the Company does not elect to defer all of the interest acerued in respect
of the relevant Interest Period for the Notes;

(ii) the date on which the Notes are redeemed (in whole) or repaid in
accordance with the terms of the Indenture: and
(iv) the date on which an order is made or a resolution is passed for the
commencement of any Insolveney Proceedings in respect of the Company, or the date on which
the Company takes any corporate action for the purposes of opening, or initiates or consents to,
Insolvency Proceedings in respect of itself.

A “Mandatory Arrears of Interest Settlement Event” shall have occurred if:

(1) shareholders of the Company resolve to make any dividend payment
above the Minimum Legally Required Dividend on its share capital;

(1) the Company pays any distributions on Parity Securities, ifany: or

(11) the Company repurchases, redeems or otherwise acquires any Parity
Securities or any of its share capital;

except, in cach case, where the Company or any of its subsidiarios (a) is obliged under the terms
of such securities to make such declaration, distribution, payment, redemption, repurchase or
acquisition, (b) undertakes any purchase of Common Shares in connection with any employee
stock option plan or other employee participation plan, (c) directly or indirectly acquires
Common Shares, except in consideration for cash or other property of the Company, and only in
accordance with Article 27 of Law No. 18,046 of Chile, as amended, on Stock Corporations, in
connection with any merger by the Company with one of its subsidiaries or shareholders, or (d)
effects such redemption, repurchase or acquisition as a cash tender offer or exchange offer to all
holders thercof at a purchase price per security which is below its par value.

3. Method of Payment

(a) Payments on the Notes may be made at the corporate trust office of the
Trustee. Alternatively, the Company may choose to pay such amounts by (1) check mailed or
delivered to the address of the person entitled thereto at the address appearing in the register or
(11) wire transfer to an account located in the United States as specified by the person entitled
thereto.

(b) By 12:00 noon (New York time), at least one Business Day prior to each
due date of principal or interest on a Note, the Company shall deposit with the Trustee or a
Paying Agent. as applicable, a sum sufficient to pay such principal or interest. Ifany payment in
respect of a Note is due on a date that is not a Business Day, then such payment need not be
made on such date but may be made on the next succeeding day that is a Business Day, with the
same force and effect as if made on the date for such payment, and no interest will accrue for the
period from and after such date, “Business Day” means a day other than a Saturday, Sunday or
any day on which banking institutions are authorized or required by law to close in New York,
New York or Santiago, Chile.

(c) Payments of interest will be made to the person in whose name a Note is
registered at the close of business on the respective Record Date immediately preceding an
Interest Payment Date, Notwithstanding the foregoing, any interest which is payable, but which
is not punctually paid or duly provided for (subject to optional interest deferral; see Paragraph 2
above), on any Interest Payment Date will cease to be payable to the Holder registered on such
date, and will be payable, at the election of the Company, to the person in whose name such Note
is registered at the close of business on a special Record Date to be fixed by the Trustee not more
than 15 nor less than 10 days prior to the date fixed by the Company for payment thereof.

4. Ranki | Subordinati

(a) The Notes constitute direct, unsecured and subordinated obligations of the
Company.

(c) Theobligations of the Company to make payment in respect of principal
and interest on the Notes, including its obligations in respect of any Arrears of Interest, will, in
the event of any Insolvency Proceedings, rank:

10) Junior to all present and future Senior Indebtedness;

(11) pari passu among themselves and with the Company’s present and
future Parity Securities: and

(111) senior only to the Company’s common shares (“Common
Shares”),

(d) Each Holder (for itself and on behalf of the beneficial owners thereof), by
purchasing the Notes, whether in connection with the initial offering of the Notes or a purchase
ata later date, will be deemed to have agrecd with the Company for the benefit of all the
Company”s present and future creditors, to subordinate ¡ts rights as such Holder to collect any
amount of principal, premium, if any, and interest due or to become due in respect of the Notes
as described Paragraph 2 above, The Company, for the benefit of all of its present and future
ereditors, accepts this undertaking of the Holders.

(e) Each Holder agrees that (1) the Trustee will be the only party entitled to
receive and distribute amounts paid in respect of the Notes in the event of any Insolvency
Proceedings and (ii) upon the occurrence of any Insolvency Proceedings, no payment of
principal and interest, including any Arrears of Interest, on the Notes will be made unless the
Company has discharged or secured payment in full on the Senior Indebtedness. Prior thereto,
holders of the Notes will have only a limited ability to influence the conduct of such Insolvency
Proceedings. If. upon the occurrence of any Insolvency Proceedings, the Trustee or any Holder
receives any payment or distribution of any kind or character (except for amounts owed to the
Trustee, other than amounts payable by the Trustec to the Holders), whether in cash, property or
securities, before the Senior Indebtedness is paid in full, that payment or distribution must be
paid over or delivered to the Trustec in bankruptey or other person making payment or
distribution of assets of the Company for application to the payment of all the Senior
Indebtedness until the Senior Indebtedness is paid in full, after giving effect to any concurrent
payment or distribution to the holders of the Senior Indebtedness in respect of the Company.

3. Paying Agent, Transfer A, ist

6. Indenture

The Company originally issued the Notes under an Indenture, dated as of
December 18, 2013 (as it may be amended or supplemented from time to time in accordance
with the terms thereof, the “Indenture”), among the Company. the Trustee and Banque
Internationale á Luxembourg SA, as Luxembourg Paying Agent and Luxembourg Transfer
Agent. The terms of the Notes include those stated in the Indenture. Capitalized terms used
hercin and not defined hercin have the meanings ascribed thereto in the Indenture, The Notes are
subject to all such terms, and Holders are referred to the Indenture for a statement of those terms.
Each Holder by accepting a Note agrees to be bound by all of the terms and provisions of the
Indenture, as amended or supplemented from time to time.

Subject to the conditions set forth in the Indenture and without the consent of the
Holders, the Company may issue Additional Notes, All Notes shall be treated as a single class of
securities under the Indenture.

The Indenture imposes certain limitations, subject to certain exceptions, on,
among other things, the ability of the Company to make certain dividend payments,

7. Redemption

(a) Asexplained further below, the Company may redeem the Notes in the
circumstances, in the manner and at the prices described below. Holders have no right to require
the Company to redeem the Notes, Unless previously redeemed or purchased and cancelled as
provided below, the Company will redeem the Notes on the Maturity Date at their principal
amount together with any acerued interest up to (but excluding) the Maturity Date and any
Arrears of Interest. The Notes will cease to bear interest from (and including) the calendar day
on which they are due for redemption. 1fthe Company fails to redcem the Notes when duc,
interest will continue to accrue as provided in the Indenture.
(b) As used herein, the term “Early Redemption Price” will be the amount
determined by the Calculation Agent on the fourth Business Day prior to the relevant early
redemption date (each an “Early Redemption Date”) as follows:

10) in the case of an Optional Redemption, a Withholding Tax Event
or a Substantial Repurchase Event, at any time, 100% of the principal amount of the Notes then
outstanding; or

(11) inthe case ofa Rating Methodology Event or a Tax Deductibility
Event, either:

(1) 101% of the principal amount of the Notes then
outstanding if the Early Redemption Date is on or prior to the First Reset Date; or

(2) 100% of the principal amount of the Notes then
outstanding if the Early Redemption Date is afler the First Reset Date (as defined
below),

and in each case together with any accrued interest up to, but excluding, the relevant Early
Redemption Date and any Arrears of Interest (as defined under Paragraph 2 above).

“Early Redemption Date” means the fourth Business Day prior to the relevant
early redemption date,

“Early Redemption Price” means the amount determined by the Calculation
Agent on the Early Redemption Date,

“Fitch” means Fitch Ratings Limited.
“Moody’s” means Moody’s Investors Service Limited.

“Rating Agency Confirmation” means a written confirmation from a Rating
Agency which has assigned ratings to the Company on a basis sponsored by the Company which
is either received by the Company directly from the relevant Rating Agency or indirectly via
publication by such Rating Agency.

“Rating Methodology Event” shall be deemed to have occurred ¡fthe Company
has received a Rating Agency Confirmation stating that, due to an amendment, clarification or
change in the “equity credit” criteria of such Rating Agency, which amendment, clarification or
change has occurred after the Issue Date, that Notes are eligible for a level of equity credit that is
lower than the level or equivalent level of equity credit assigned to the Notes by any one of the
Rating Agencies on the Issue Date.

“S£P” means Standard £ Poor’s Rating Services, a division of The McGraw Hill
Companies, Inc.

(c) Optional Redemption. the Company may redeem all of the Notes (but not
some only) on the First Reset Date and any Interest Payment Date (as both are defined below)
thereafter, in each case at the applicable Early Redemption Price, subject to having given not less
than 30 nor more than 60 calendar days’ notice to the Holders in accordance with Section 10,1 of
the Indenture (which notice shall be binding and irrevocable).

(d) jarly Redemption following a Ratings M ology Event. Ifa Rating
Methodology Event occurs, then the Company may, subject to having given not less than 30 nor
more than 60 calendar days” notice to the Holders in accordance with Section 10.1 of the
Indenture (which notice shall be binding and irrevocable), redeem the Notes in whole but not in
part al any time at the applicable Early Redemption Price.

(1) an officer”s certificate to the effect that the Company is or at the
time of the redemption will be entitled to effect such a redemption pursuant to the Indenture, and
setting forth in reasonable detail the circumstances giving rise to such right of redemption; and

(11) acopyof the Rating Agency Confirmation relating to the
applicable Rating Methodology Event unless the delivery of such Rating Agency Confirmation
would constitute a breach of the terms on which such confirmation is delivered to the Company.
and the Trustee shall be entitled to accept and rely conclusively upon the above certificate and, if
applicable, copy of the Rating Agency Confirmation as sufficient evidence of the satisfaction of
the conditions precedent set out above, in which event the same shall be conclusive and binding
on the Holders.

(e) Early Redemption following a Substantial Repurchase Event. Ifa
Substantial Repurchase Event occurs, then the Company may, subject to having given not less
than 30 nor more than 60 calendar days” notice to the Holders in accordance with Section 10,1 of
the Indenture (which notice shall be irrevocable and binding), redeem the Notes in whole but not
in part al any time, at the applicable Early Redemption Price.
At least 15 calendar days prior to the giving of notice of redemption of Notes
following a Substantial Repurchase Event pursuant to the Indenture, the Company will deliver to
the Trustee in a form and with content reasonably satisfactory to the Trustee:

10) an officer”s certificate to the effect that the Company is or at the
time of the redemption will be entitled to effect such a redemption pursuant to the Indenture, and
setting forth in reasonable detail the circumstances giving rise to such right of redemption; and

(ii) a written opinion of recognized counsel independent of the
Company to the effect, among other things, that all governmental approvals necessary for the
Company to effect the redemption have been obtained and are in full force and effect or
specifying any such necessary approvals that as of the date of such opinion have not been
obtained. and the Trustee shall be entitled to accept and rely conclusively upon the foregoing
certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set
out above, in which event the same shall be conclusive and binding on the Holders.

(Early Redemption following a Withholding Tax Event. The Notes may be
redeemed, in whole but not in part, at the Company’s option, subject to applicable laws, at the
applicable Early Redemption Price if as a result of any change in, or amendment to, the laws (or
any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or any
change in the official application, administration or interpretation of such laws, regulations or
rulings (including a holding by a court of competent jurisdiction), the Company has or will
become obligated to pay Additional Amounts in respect of interest reccived on the Notes at a rate
of withholding or deduction in excess of 4,0% (“Excess Additional Amounts”), if such change or
amendment is announced or occurs on or afler the date of the Indenture and such obligation
cannot be avoided by the Company taking reasonable measures available to it (including, without
limitation, taking reasonable measures to change the Paying Agent and provided that reasonable
measures shall not include a change in the jurisdiction of the Company) (a “Withholding Tax
Event”): provided that no such notice of redemption (which notice will in any event be given in
accordance with Section 10,1 of the Indenture and be binding and irrevocable) will be given
earlier than 60 days prior to the earliest date on which the Company would be obligated to pay
such Excess Additional Amounts, were a payment in respect of the Notes then due,

(1 an officer”s certificate to the effect that: the Company is or at the
time of the redemption will be entitled to effect such a redemption pursuant to the Indenture, and
setting forth in reasonable detail the circumstances giving rise to such right of redemption; and
(b) the Company cannot avoid payment of such Excess Additional Amounts by taking
reasonable measures available to the Company (for the avoidance of doubt, reasonable measures
shall not include a change in the jurisdiction of the Company), and

(11) a written opinion of recognized counsel in the Relevant Taxing
Jurisdiction independent of the Company to the effect, among other things, that the Company is,
or is expected to become, obligated to pay such Excess Additional Amounts as a result ofa
change or amendment, as described above. The Trustee shall be entitled to accept and rely
conclusively upon the above certificate and opinion as sufficient evidence of the satisfaction of
the conditions precedent set out above, in which event the same shall be conclusive and binding
on the Holders.

(g) Early Redempti wing a Tax Deductibility Event. If, as a result of

any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder)
of Chile, or any change in the official application, administration or interpretation of such laws,
regulations or rulings (including a holding by a court of competent jurisdiction), payments of
interest by the Company in respect of the Notes are no longer, or within 90 calendar days of the
date of any opinion provided pursuant to section (ii) of the below paragraph will no longer be,
deductible in whole or in part for corporate income tax purposes in Chile, and the Company
cannot avoid the foregoing by taking reasonable measures available to it (a “Tax Deductibility
Event”), then the Company may, upon giving not less than 30 nor more than 60 calendar days”
notice to the Holders in accordance with Section 10.1 of the Indenture (which notice shall be
binding and irrevocable), redeecm in whole but not in part the Notes then outstanding at any time
at the applicable Early Redemption Price.

10) an officer”s certificate to the effect that: (a) the Company is
entitled to effect such redemption pursuant to the Indenture and setting forth in reasonable detail
the circumstances giving rise to such right of redemption: and (b) the Company cannot avoid the
non-deductibility of such payments of interest for by taking reasonable measures available to the
Company (for the avoidance of doubt, reasonable measures shall not include a change in the
Jurisdiction of the Company), and

(11) a written opinion of recognized counsel in Chile independent of the
Company to the effect, among other things, that payments of interest by the Company in respect
of the Notes are no longer, or within 90 calendar days of the date of that opinion will no longer
be, deductible in whole or in part for corporate income tax purposes in Chile as a result ofa
change or amendment, as described above. The Trustee shall be entitled to accept and rely
conclusively upon the above certificate and opinion as sufficient evidence of the satisfaction of
the conditions precedent set out above, in which event the same shall be conclusive and binding
on the Holders.

(h) Reacquisition. The Company or any subsidiary of the Company may at
any time purchase Notes in any manner and at any price, subject to applicable laws and
regulations. Such Notes may be held, reissued, resold or, at the option of the Company,
surrendered to the Paying Agent for cancellation.

(1) Optional Redemption Procedures. The Company will mail, or cause to be
mailed, a notice of redemption to each Holder (which, in the case of the Global Notes, will be
DTC) at least 30 days and not more than 60 calendar days prior to the relevant Early Redemption
Date, to the address of each holder as it appears on the register maintained by the registrar.
Notices of redemption will also be published as set forth under Section 10,1 of the Indenture. A
notice of redemption will be irrevocable.

A partial redemption of the Notes shall be effected in compliance with the
requirements of DTC, or if such Notes are not held through DTC or DTC prescribes no method
of selection, on a pro rata basis, or by such method as the Trustee deems fair and appropriate.
provided, however, that the selection for redemption of a portion of the principal amount of
Notes held by a Holder must be equal to an authorized denomination. The Company has been
advised that it is DTC*s practice to determine by the lot the amount of each participant in the
securities to be redeemed,

Except in the case of a default in payment of the applicable Early Redemption
Price, on and after the relevant Early Redemption Date interest will cease to accrue on the Notes.

Notes called for redemption shall become due on the date fixed for redemption.
The Company shall pay the redemption price for any Note together with acerued and unpaid
interest thereon through the date of redemption. On and after the redemption date, interest shall
cease to accrue on Notes called for redemption as long as the Company has deposited with the
Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.
Upon redemption of any Notes by the Company, such redeemed Notes shall be cancelled.

8. Denominations; Transfer; Exchange

The Notes are in fully registered form without coupons, and only in a minimum
denomination of U.S.$200,000 and denominations which are integral multiples of U.S.$1.000 in
excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenturc. The
Registrar may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.
The Registrar shall be entitled to request such evidence reasonably satisfactory to it documenting
the identity and/or signatures of the transferor and the transferec. The Registrar need not register
the transfer of or exchange (1) any Notes selected for redemption for a period
beginning 15 calendar days before the mailing of a notice of Notes to be redeemed and ending on
the date of such mailing or (11) any Notes for a period beginning 15 calendar days before an
Interest Payment Date.

3 Persons Deemed Owners

The registered holder of this Note shall be treated as the owner of it for all
purposes.

10. Unclaimed Money
If money for the payment of principal or interest remains unclaimed for two years,
the Trustee or Paying Agent shall pay the money back to the Company at ¡its written request
unless an abandoned property law designates another Person. After any such payment, Holders
entitled to the money must look only to the Company and not to the Trustee for payment.

1 Discharge Prior to Redemption or Maturity

Subject to certain conditions set forth in the Indenture, the Company at any time
may terminate some or all of its obligations under the Notes and the Indenture if the Company
deposits with the Trustee U.S, Dollars or U.S. Government Obligations for the payment of
principal of and interest on the Notes to redemption or maturity. as the case may be.

12. Amendment; Waiver

(a) Subject to certain exceptions set forth in the Indenture, without the consent
of any Holder, the Company and the Trustee may, among other things, amend or supplement the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency: to provide for
the assumption by a successor Person of the obligations of the Company under the Indenture; to
add to the covenants of the Company for the benefit of the Holders or to surrender any right or
power herein conferred upon the Company; to provide for the issuance of Additional Notes; to
conform the text of the Indenture or the Notes to any provision of the Offering Memorandum: to
evidence the replacement of the Trustee as provided for under the Indenture; or to make any
other changes which do not adversely affect the rights of any of the Holders in any material

respect.

(b) Subject to certain exceptions set forth in the Indenture, (1) the Indenture or
the terms and conditions of the Notes may be amended or supplemented with the written consent
of the Holders of at least a majority in principal amount of the then Outstanding Notes or by
adoption of resolutions at a meeting of Holders of at least a majority of the Outstanding Notes
and (ii) any Default or Event of Default under the Indenture (except a Default in the payment of
the principal of, premium, ifany, or interest on any Notes) may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes
or by adoption of resolutions at a meeting of Holders of at Icast a majority of the Outstanding
Notes, However, without the consent or affirmative vote of each Holder affected thereby, no
amendment may, among other things, change the interest rate with respect to any Notes or
reduce the principal amount of any Notes, or change the time for such payments; modify the
obligation to pay Additional Amounts; change the prices at which the Notes may be redeemed by
the Company, or change the time at which any note may be redeemed; change the currency in
which, or change the required place at which, payment on principal, premium, iFany, and interest
with respect to the Notes is payable; impair the right to institute suit for the enforcement of any
payment obligation on or with respect to any note; or reduce the above-stated percentage of
principal amount of Outstanding Notes whose Holders are required to consent to modify or
amend the Indenture or the terms or conditions of the Notes or to waive any future compliance or
past default.

13, — Defaults and Remedies
Subject to certain exceptions set forth in the Indenture, if an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then Outstanding Notes may declare all the Notes to be due and payable
immediately, Certain events of bankruptey or insolveney are Events of Default, which shall
result in the Notes being due and payable immediately upon the occurrence of such Events of
Default,

Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives
indemnity or security satisfactory to it, The Trustec may withhold from Holders notice of any
continuing Default or Event of Default (except a Default or Event of Default in payment of
principal or interest) ¡Fit determines that withholding notice is in their interest.

14, Trustee Dealings with the Company

Subject to certain limitations set forth in the Indenture, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates with the same rights it would have if it
were not Trustec,

15. — No Recourse Against Others

No past, present or future incorporator, director, officer, employee, shareholder or
controlling person, as such, of the Company shall have any liability for any obligations of the
Company under the Notes or the Indenture or for any claims based on, in respect of or by reason
of such obligations or their creation. By accepting a Note, each Holder waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes.

16. — Authentication

17. — Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee.
such as TEN COM (=tenants in common), TEN ENT (=tenants by the entircty), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and
U/G/M/A (Uniform Gift to Minors Act).

18. CUSIP or ISIN Numbers

Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP or ISIN numbers to
be printed on the Notes and has directed the Trustee to use CUSIP or ISIN numbers in notices of
redemption as a convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.

19. Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the
State of New York.

20. Currency of Account; Conversion of Currency.

U.S. Dollars is the sole currency of account and payment for all sums payable by
the Company under or in connection with the Notes or the Indenture, The Company shall
indemnify the Holders as provided in respect of the conversion of currency relating to the Notes
and the Indenture,

21. Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

The parties hereto have agreed that any suit, action or proceeding arising out of or
based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal
court in New York, New York. The parties hereto have irrevocably submitted to the jurisdiction
of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury,
any objection they may now or hereafter have to the laying of venue of any such proceeding, and
any claim they may now or hereafier have that any proceeding in any such court is brought in an
inconvenient forum and any right to the jurisdiction of any other courts to which any of them
may be entitled, on account of place of residence or domicile. The Company has appointed CT
Corporation System with offices currently at 111 Eighth Avenue, 13th floor, New York,

NY 1001 1. as its authorized agent upon whom all writs, process and summonses may be served
in any suit, action or proceeding arising out of or based upon the Indenturc or the Notes which
may be instituted in any New York state or U.S. federal court in New York, New York. To the
extent that the Company has or hereafter may acquire any immunity (sovercign or otherwise)
from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any
legal process (whether service or notice, attachment in aid or otherwise) with respect to it or any
of their property, the Company has irrevocably waived and agreed not to plead or claim such
immunity in respect of its obligations under the Indenture or the Notes.

Nothing in the preceding paragraph shall affect the right of the Trustee or any
Holder of the Notes to serve process in any other manner permitted by law,

The Company shall furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type.
Requests may be made to:

Rosario Norte 532, 19th Floor

Las Condes

Santiago, Chile

Attention: VP of Finance and Finance Director
Fax No.: +56 2 686 8991
ASSIGNMENT FORM
To assign this Note, fill in the form below:
(1) or (we) assign and transfer this Note to:
(Print or type assignee’s name, address and zip code)
(Insert assignee’s Social Security or Tax 1.D. Number)

and irrevocably appoint to transfer this Note on the books of the Company.
The agent may substitute another to act for him.

Date: Your Signature:
(Sign exactly as your name appears on the other side of this Note.)

Signature Guarantee:
(Signature must be guaranteed)

The signature(s) should be guaranteed by an cligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved signature
guarantee medallion program). pursuant to Exchange Act Rule 174d-15,
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made:

Date of Amount of decrease Amount of increase Principal Amount of Signature of
Increase or in Principal Amount in Principal Amount this Global Note authorized signatory
Decrease of this Global Note of this Global Note following such of Trustes or Note

decrease or increase Custodian

Link al archivo en CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=a6bd663027a4a2ee1b968e3303c214e1VFdwQmVFMTZSWGxOUkVWNFQxUmplRTUzUFQwPQ==&secuencia=-1&t=1682366909

1029 94272000-9 AESGENER Colocación de valores Emisión de valores importante IPSA

AESGENER: AES GENER S.A. 2013-12-19 T-12:40

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