2025 Annual Report Proxy Statement

Proxy

siaiemeni

Accelerating the

future of energy, together

At our core, we believe in safety first, working all together with the highest standards. Our values serve as the compass that guides our actions, decisions, and interactions with our Stockholders. They are the bedrock of our organization, shaping our culture, driving our success, and ensuring that we remain true to our mission and vision.

2

LETTER TO STOCKHOLDERS 1

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT 3

CAUTIONARY NOTE REGARDING

FORWARD-LOOKING STATEMENTS 4

PROXY STATEMENT SUMMARY 6

CORPORATE GOVERNANCE AT AES 9

Corporate Governance Practices 9

Environmental and Social Highlights 11

Related Person Policies and Procedures 14

Communications with the Board or its Committees 15

Additional Governance Information 16

BOARD AND COMMITTEE GOVERNANCE 17

Board Leadership Structure 17

Director Independence 17

Director Attendance 18

Board Committees 19

Board's Role in Risk Management 22

Board and Committee Evaluations 23

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS,

AND EXECUTIVE OFFICERS 77

Shares Beneficially Owned by Directors

and Executive Officers 77

Shares Beneficially Owned by Greater

Than 5% Stockholders 78

ANNUAL MEETING PROPOSALS 80

Proposal 1: Election of Directors 80

Proposal 2: Approval, on an Advisory Basis, of the Company's Executive

Compensation 81

Proposal 3: Ratification of the Appointment of Ernst & Young LLP as the Independent Auditor of the Company for Fiscal Year

2026 82

Proposal 4: If Properly Presented, to Vote on a Non-Binding Stockholder Proposal Regarding Stockholder Ability to Call a

Special Meeting 83

IMPORTANT INFORMATION ABOUT AES' VIRTUAL ANNUAL MEETING 87

QUESTIONS AND ANSWERS REGARDING THE PROXY STATEMENT

AND ANNUAL MEETING 89

APPENDIX A: NON-GAAP MEASURES 94

APPENDIX B: DEFINITION OF TERMS 98

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Director Characteristics and Succession Planning

APPENDIX C: ANNUAL INCENTIVE PLAN PERFORMANCE TARGETS 101

Director Nominations by Stockholders 28

Board of Directors - Biographies 29

DIRECTOR COMPENSATION 38

Director Compensation Program 38

Director Compensation (2025) 39

EXECUTIVE COMPENSATION 41

Compensation Discussion and Analysis 41

2025 Summary Compensation Table 58

2025 Grants of Plan-Based Awards 60

2025 Outstanding Equity Awards at Fiscal

Year-End 61

2025 Option Exercises and Stock Vested 63

2025 Nonqualified Deferred Compensation 64

Benefit Treatment Upon Termination or

Change in Control 66

Potential Payments Upon Termination 68

CEO Pay Ratio 69

Compensation Committee Report 69

Risk Assessment 70

Pay Versus Performance Disclosure 71

AUDIT MATTERS 74

Report of the Financial Audit Committee 74

Information Regarding the Independent Registered Public Accounting Firm 75

‌March 20, 2026

Dear Fellow Stockholder:

It is my pleasure to invite you to participate in The AES Corporation (the "Company") 2026 Annual Meeting of Stockholders (the "Annual Meeting"), which will be conducted virtually via live webcast on Wednesday, April 29, 2026, starting at 10:00 a.m. EDT. Stockholders will be able to listen, vote and submit questions from any location with internet connectivity. Additional information on how to attend and participate in the Annual Meeting can be found in the accompanying Proxy Statement.

The agenda items for the Annual Meeting are: (i) election of directors, (ii) approval, on an advisory basis, of the Company's executive compensation, (iii) ratification of the appointment of Ernst & Young LLP as the independent auditor of the Company for fiscal year 2026, and (iv) if properly presented, to vote on a non-binding stockholder proposal regarding stockholder ability to call a special meeting. These proposals are described in more detail in the following Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.

Over the past five years, AES has become one of the largest providers of clean energy to corporations worldwide and now faces the need for significant investment in both its renewables generation and US utility businesses in order to support new demand. As we considered the Company's significant need for capital to support future growth beyond 2027, and following a rigorous review of strategic options, with the unanimous support of the Board, AES entered into a definitive agreement, on March 1, 2026, under which Global Infrastructure Partners, a part of BlackRock, and the EQT Infrastructure VI fund, along with co-underwriters California Public Employees' Retirement System and Qatar Investment Authority will acquire AES for $15.00 per share in cash, representing a total equity value of $10.7 billion, excluding the assumption of existing debt. The AES Board determined that this proposed transaction maximizes value for stockholders and provides compelling cash value.

The proposed transaction is subject to the receipt of AES stockholder approval and applicable federal, state and foreign regulatory approvals as well as other customary closing conditions. More information on the transaction will be provided to you in the coming weeks, and we will ask you to vote at another time to approve the proposed transaction at a special meeting of the AES stockholders. If the closing conditions are met, the proposed transaction is expected to close in late 2026 or early 2027. Concurrently, we maintain robust oversight of traditional core areas, such as risk oversight, strategic planning and finance.

We thank you for your continued support for AES and the Board as stewards of your investment.

John B. Morse, Jr.

Chairman and Lead Independent Director

Date & Time Location

10:00 a.m. EDT

April 29, 2026

meetnow.global/M2VC4JQ

Record Date

Stockholders of record at the close of business on March 12, 2026 are entitled to notice of, and to vote at, The AES Corporation (the "Company" or "AES") 2026 Annual Meeting of Stockholders (the "Annual Meeting").

Items of business

1. Election of directors;

2. Approval, on an advisory basis, of the Company's executive compensation;

3. Ratification of the appointment of Ernst & Young LLP as the independent auditor of the Company for fiscal year 2026; and

4. If properly presented, to vote on a non-binding stockholder proposal regarding stockholder ability to call a special meeting.

Proxy Voting

Your vote is important. Please vote your shares promptly to confirm the presence of a quorum during the Annual Meeting. You may vote your shares via the internet, by telephone, or by signing, dating, and returning your Proxy Card or voting instruction card. For specific voting instructions, please refer to the information provided in the following Proxy Statement or the voting instructions you receive via the internet or mail.

By Order of the Board of Directors,

Paul L. Freedman

Executive Vice President, General Counsel and Corporate Secretary March 20, 2026

The AES Corporation 4300 Wilson Blvd.

Arlington, VA 22203, USA https://www.aes.com

March 20, 2026

The Board of Directors (the "Board") of the Company is soliciting proxies to be voted on the Stockholders' behalf at the Annual Meeting.

The Annual Meeting will commence at 10:00 a.m. EDT on Wednesday, April 29, 2026. The Annual Meeting will be held virtually via live webcast and Stockholders of record as of March 12, 2026 may attend and participate in the Annual Meeting at meetnow.global/M2VC4JQ.

This Proxy Statement provides information regarding the matters to be voted on at the Annual Meeting, as well as other information that may be useful to you. In accordance with rules adopted by the United States Securities and Exchange Commission (the "SEC"), instead of mailing a printed copy of our proxy materials to each Stockholder of record, we are furnishing proxy materials to our Stockholders on the internet. If you received a Notice of Internet Availability of Proxy Materials (the "Notice") by mail, you will not receive a printed copy of the proxy materials other than as described below. Instead, the Notice will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice also instructs you as to how you may submit your Proxy over the internet. If you received a Notice by mail and would like to receive a printed copy of the Company's proxy materials, please follow the instructions for requesting such materials included in the Notice.

This Proxy Statement, the Proxy Card, the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the "AES Form 10-K") and related proxy materials are first being made available to Stockholders on March 20, 2026. These materials are available at www.envisionreports.com/aes for registered holders of AES stock and at www.edocumentview.com/aes for beneficial holders of AES stock. In accordance with SEC rules, each of these websites provides complete anonymity with respect to a Stockholder accessing the websites.

At the close of business on March 12, 2026, the record date, there were 713,071,623 shares of common stock outstanding. Each share of common stock is entitled to one vote.

In this Proxy Statement we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements typically contain, but are not limited to, the terms "anticipate," "potential," "expect," "forecast," "target," "will," "would," "intend," "believe," "project," "estimate," "strategy", "future", "opportunity", "plan," "strive," "seek," "aim," "work towards" and similar words. Although we believe that these forward-looking statements and the underlying assumptions are reasonable, we cannot assure you that they will prove to be correct.

Forward-looking statements involve a number of risks and uncertainties, and there are factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Some of those factors (in addition to others described elsewhere in this report and in subsequent securities filings) include:

• the completion of the proposed transaction between AES and Horizon Parent, L.P. (the "Transaction") on the anticipated terms and timing;

• the risk that the conditions to the completion of the Transaction, including obtaining required Stockholder and regulatory approvals, are not satisfied in a timely manner or at all;

• potential litigation relating to the Transaction, including resulting expense or delay, and the effects of any outcomes related thereto;

• the risk that disruptions from the Transaction will harm AES' business, including current plans and operations;

• the ability of AES to retain and hire key personnel through the consummation of the Transaction;

• potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction;

• continued availability of capital and financing and rating agency actions;

• certain restrictions during the pendency of the Transaction that may impact AES' ability to pursue certain business opportunities or strategic transactions;

• significant transaction costs associated with the Transaction;

• the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

• the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring AES to pay a termination fee or other expenses;

• competitive responses to the Transaction;

• the economic climate, particularly the state of the economy in the areas in which we operate, which impacts demand for electricity in many of our key markets, including the fact that the global economy faces considerable uncertainty for the foreseeable future, which further increases many of the risks discussed in the AES Form 10-K;

• changes in the price of electricity at which our generation businesses sell into the wholesale market and our utility businesses purchase to distribute to their customers, and the success of our risk management practices, such as our ability to hedge our exposure to such market price risk;

• changes in the prices and availability of coal, gas and other fuels (including our ability to have fuel transported to our facilities) and the success of our risk management practices, such as our ability to hedge our exposure to such market price risk, and our ability to meet credit support requirements for fuel and power supply contracts;

• changes in and access to the financial markets, particularly changes affecting the availability and cost of capital in order to refinance existing debt and finance capital expenditures, acquisitions, investments and other corporate purposes;

• changes in inflation, demand for power, interest rates and foreign currency exchange rates, including our ability to hedge our interest rate and foreign currency risk;

• our ability to fulfill our obligations, manage liquidity and comply with covenants under our recourse and non-recourse debt, including our ability to manage our significant liquidity needs and to comply with covenants under our revolving credit facilities and other existing financing obligations;

• our ability to receive funds from our subsidiaries by way of dividends, fees, interest, loans or otherwise;

• changes in our or any of our subsidiaries' corporate credit ratings or the ratings of our or any of our subsidiaries' debt securities or preferred stock, and changes in the rating agencies' ratings criteria;

• our ability to purchase and sell assets at attractive prices and on other attractive terms;

• our ability to compete in markets where we do business;

• our ability to operate power generation, transmission and distribution facilities, including managing availability, outages and equipment failures;

• our ability to manage our operational and maintenance costs and the performance and reliability of our generating plants, including our ability to reduce unscheduled down times;

• our ability to enter into long-term contracts, which limit volatility in our results of operations and cash flow, such as Power Purchase Agreements ("PPAs"), fuel supply, and other agreements and to manage counterparty credit risks in these agreements;

• variations in weather, especially mild winters and cooler summers in the areas in which we operate, the occurrence of difficult hydrological conditions for our hydropower plants, as well as hurricanes and other storms and disasters, wildfires and low levels of wind or sunlight for our wind and solar facilities;

• pandemics, or the future outbreak of any other highly infectious or contagious disease;

• the performance of our contracts by our contract counterparties, including suppliers or customers;

• severe weather and natural disasters;

• our ability to manage global supply chain disruptions;

• our ability to raise sufficient capital to fund development projects or to successfully execute our development projects;

• the success of our initiatives in renewable energy projects and energy storage projects;

• the availability of government incentives or policies that support the development of renewable energy generation projects;

• our ability to execute on our strategies or achieve expectations related to environmental, social, and governance matters;

• our ability to keep up with advances in technology;

• changes in number of customers or in customer usage;

• the operations of our joint ventures and equity method investments that we do not control;

• our ability to achieve reasonable rate treatment in our utility businesses;

• changes in laws, rules and regulations affecting our international businesses, particularly in developing countries;

• changes in laws, rules and regulations affecting our utilities businesses, including, but not limited to, regulations which may affect competition, the ability to recover net utility assets and other potential stranded costs by our utilities;

• changes in law resulting from new local, state, federal or international energy legislation and changes in political or regulatory oversight or incentives affecting our wind business and solar projects, our other renewables projects and our initiatives in Greenhouse Gas reductions and energy storage, including government policies or tax incentives;

• changes in environmental laws, including requirements for reduced emissions, Greenhouse Gas legislation, regulation, and/or treaties and Coal Combustion Residuals, which includes bottom ash, fly ash and air pollution control wastes generated at coal-fired generation plant sites, regulation and remediation;

• changes in tax laws, including U.S. tax reform, and challenges to our tax positions;

• the effects of litigation and government and regulatory investigations;

• the performance of our acquisitions;

• our ability to maintain adequate insurance;

• decreases in the value of pension plan assets, increases in pension plan expenses, and our ability to fund defined benefit pension and other postretirement plans at our subsidiaries;

• losses on the sale or write-down of assets due to impairment events or changes in management intent with regard to either holding or selling certain assets;

• changes in accounting standards, corporate governance and securities law requirements;

• our ability to maintain effective internal control over financial reporting;

• our ability to remediate any future material weakness;

• our ability to attract and retain talented directors, management and other personnel;

• cyber-attacks and information security breaches; and

• data privacy.

These factors, in addition to others described elsewhere in the AES Form 10-K, including those described under Item 1A.

-Risk Factors therein and in subsequent securities filings, should not be construed as a comprehensive listing of factors that could cause results to vary from our forward-looking information.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements.

This summary highlights information contained elsewhere in this Proxy Statement. Please refer to the complete Proxy Statement and the AES Form 10-K before you vote.

2026 Annual Meeting of Stockholders

April 29, 2026, 10:00 a.m. EDT

March 12, 2026

meetnow.global/M2VC4JQ

Voting Matters

Board of Directors' Recommendations

1. Election of directors FOR each Director Nominee

2. Approval, on an advisory basis, of the Company's executive compensation

3. Ratification of the appointment of Ernst & Young LLP as the independent auditor of the Company for fiscal year 2026

4. If properly presented, to vote on a non-binding stockholder proposal regarding stockholder ability to call a special meeting

Our Corporate Governance Policies Reflect Best Practices

Director Nominee Statistics. The following table describes some of the characteristics of our Director nominees. Further discussion on the qualifications and experience of Director nominees is included in the Director Characteristics and Succession Planning section of this Proxy Statement.

We place great value on Stockholder outreach, and engage regularly with our principal investors to gain insight into the governance issues about which they care most. We seek a collaborative and mutually beneficial approach to issues of importance to investors that affect our business and aim to adopt corporate governance practices that are informed by, and generally are in line with, our Stockholders' expectations. In 2025, we engaged with Stockholders to discuss topics, including, but not limited to, the development of our renewables and utilities businesses, board refreshment, executive compensation and succession planning.

Compensation Overview

Our philosophy is to provide compensation opportunities within a competitive range of the 50th percentile of survey data specific to our revenue size and scope of operations. We design our incentive plans to pay for performance and the earned compensation of our Named Executive Officers ("NEOs") largely depends on the Company's performance. Below are charts that show the mix of components of the 2025 target total direct compensation (base salary, annual incentive compensation, and long-term compensation) of our Chief Executive Officer ("CEO") and the average for our other NEOs.

CEO Average Other NEOs

Compensation Best Practices

AES' Compensation Committee reviews executive compensation program components, targets and payouts on an annual basis to confirm pay-for-performance alignment. Our performance is evaluated against both short-term goals, which support AES' business strategy, and long-term goals, which measure the creation of Stockholder value. Here are a few key highlights of our compensation practices:

Please see the Compensation Discussion and Analysis section in this Proxy Statement for a detailed description of our executive compensation program.

Corporate Governance Practices

AES is committed to best practices in corporate governance. Highlights for our corporate governance practices are described below:

• Independent Board. More than a supermajority of our Director nominees are independent.
• Separation of the Roles of CEO and Chair of the Board. For more than 20 years, AES has separated these roles.
• Annual Elections of Directors by Majority Vote. All of our Directors are accountable to Stockholders through an annual election with a majority vote standard.
• No Supermajority Voting Provisions. Neither our Sixth Restated Certificate of Incorporation ("Charter") or our Amended and Restated By-Laws ("By-Laws") contain any supermajority voting provisions.
• Proxy Access. Stockholders may nominate Directors through proxy access.
• Stockholder Right to Call a Special Meeting. Stockholders holding 25% of the outstanding shares of the Company's stock have the right to call special meetings of Stockholders.
• Stockholder Right to Act by Written Consent. Stockholders have the right to act by a written consent signed by Stockholders holding no less than the minimum number of votes necessary to authorize an action at a meeting.
• Rigorous Director Stock Ownership Requirements. Non-employee Directors are expected to hold equity ownership in the Company of at least five times the Director's annual Board retainer within five years after election to the Board.
• Director Overboarding Policy. As a general rule, non-employee Directors should not serve on more than four public boards of directors, including the Company's Board, and members of the Financial Audit Committee (the "Audit Committee") may not serve on more than three audit committees of public boards, including the Company's Audit Committee. Directors who also serve as executive officers of publicly-traded companies should generally not serve on more than one public company board, in addition to their employer's board. The Board takes into account the nature of and time involved in a Director's service on other boards in evaluating the qualifications of each director. The Governance Committee also evaluates compliance with this policy, at least annually, as part of the Director nomination process. All of our current Board members are in compliance with the Company's overboarding policy.
• Communication with the Board. Stockholders may communicate with any individual Director, any Board committee, or the full Board.
• Director Engagement. Directors attended an average of 96% of Board meetings and an average of 97% of committee meetings in 2025 (held during the period in which the director served in their respective committees).
• Annual Say on Pay Vote. Every year since 2012, AES has received over significant favorable support from shareholders for its NEO compensation based on the shares voted on its Say on Pay proposal.
• Annual Board and Committee Self-Evaluations. Through this process, the Board annually reviews the qualifications, experiences, and contributions of its Directors to confirm that the Board comprises the right mix to achieve AES' strategic goals.
• Limit on Director Tenure to Provide Fresh Board Perspectives. Under our Corporate Governance Guidelines, we expect that Directors will serve for at least four consecutive one-year terms but no more than 15 cumulative one-year terms (other than directors who serve or served in executive officer positions with the Company). However, the Board may determine to waive the policy regarding fifteen one-year terms from time to time, if it determines that continued service is in the best interests of the Company.

[Remainder of Page Intentionally Left Blank]

‌Environmental and Social Highlights

AES has a wide range of initiatives that are designed to improve lives today and support a more sustainable future. By working together with all our stakeholders, we aim to empower our people and businesses, improve long-term returns to our investors, and co-create innovative solutions for our customers, partners, and the communities in which we operate.

As of the date hereof, we have received multiple acknowledgments and recognitions for our environmental and social practices, some of which are highlighted below:

• Listed among World Most Ethical Companies by Ethisphere

• Leader level for MSCI ESG Ratings

• Certified as a Great Place to Work, by the Great Place to Work Institute, in 9 of our markets of operation

• Top 10 percent in FTSE Russell's ESG score

• Top 20 percent in S&P Corporate Sustainability Assessment

• Highest ranked for Environmental quality score by ISS ESG

The Company has a number of environmental and social initiatives described in further detail below.

Environment

Environmental stewardship and leadership are key parts of our business and we aim to develop environmentally responsible energy solutions.

Our environmental policy sets the principles and foundation of our Environmental Management System (EMS), which sets environmental standards to identify, prioritize and manage environmental risks. Our EMS is consistent with the principles of the ISO 14001 Standard, which specifies the requirements for an environmental management system that an organization can use to enhance its environmental performance.

AES' environmental policy seeks to:

• Establish a framework for environmental stewardship by integrating environmental management standards, compliance practices, and oversight across AES operations.

• Set expectations for how environmental matters are identified, managed, and monitored in accordance with applicable laws, regulations, and internal standards.

• Incorporate our business principles and practices in our culture and in the daily management of our business.

We are working toward shifting our portfolio towards less carbon-intensive sources of generation with an emphasis on technologies like wind, solar, and battery storage. We have grown our renewables business significantly in recent years and, in 2025, we signed or were awarded 4.0 GW of renewables and energy storage under long-term PPAs. Further, we completed the construction of 3.2 GW of renewables and energy storage, bringing our backlog to 12.0 GW. We are working toward developing new solutions that are expected to enable other sectors of the economy and our customers to achieve their emissions related objectives.

Social

We take a proactive and collaborative approach to build lasting trust-based relationships through meaningful engagement with all our stakeholders, including our people, customers, investors, communities, lenders, governments, partners, regulatory agencies and trade associations, among others. Engagement with our stakeholders is necessary for our operations, and to achieve our short and long-term strategic objectives. The success we have achieved would not be possible without the leadership, motivation, knowledge and skills that our people bring to work every day and the trust-based relationships formed with our stakeholders.

Safety is our first value. Conducting safe operations is the cornerstone of our daily activities and decisions. To help keep our people safe, AES has established a Safety Management System ("SMS") that applies to all AES employees, as well as contractors working in AES facilities and construction projects. The SMS requires continuous safety performance monitoring, risk assessment, and performance of periodic integrated environmental, health, and safety audits. The SMS provides a consistent framework for all AES operational businesses and construction projects to set expectations for risk identification and reduction, measure performance, and drive continuous improvements. AES calculates lost time incident ("LTI") rates for our employees and contractors based on OSHA standards, based on 200,000 labor hours, which equates to 100 workers who work 40 hours per week and 50 weeks per year). In 2025, there was a 11% decrease in AES' LTI rate. In 2025, AES' LTI rate was 0.086 for AES people, 0.118 for operational contractors, and 0.000 for construction contractors. In 2025, the Company did not have any work-related fatalities.

There is ownership and responsibility for safety at all levels across AES. We aim to put safety first and we measure our successes by how safely we achieve our goals, including by linking a portion of incentive compensation to our safety performance.

We aim to conduct business with the highest level of integrity, ethics and compliance.

The AES Human Rights Policy formalizes our long-standing commitment to uphold and respect human rights.

We have a comprehensive approach to managing our talent and our developing leaders to assist our people in possessing the right skills for today and tomorrow, whether that requires us to build new business models or leverage leading technologies. To empower our people, we provide a range of development programs and opportunities, skills, and resources they need to be successful by focusing on experience and exposure, learning through others, and formal programs. For example, our Global Energy4Talent Trainee Program provides early career professionals with experience and exposure throughout the company. Throughout the two-year program with rotations every six months, trainees are responsible for leading strategic projects developed with the help of an AES mentor and area leaders. This program is designed to encourage new and fresh perspectives that feed innovation while supporting the sharing of best practices across the organization.

At AES, we believe that our individual differences make us stronger. We live our value of All Together by encouraging people to share their unique experiences and viewpoints, which leads to better collaboration and innovative problem-solving in support of our mission and strategy.

All Together, we:

• Foster a culture of inclusivity where each person can thrive, and people work together to innovate and co-create solutions; and

• Build a stronger sense of community and partnership with all our stakeholders.

  Our Culture

  AES businesses in the following locations are currently certified as a "Great Place to Work" by the Great Place to Work Institute:

• Argentina - AES Servicios América (our shared services center in Argentina)

• Chile

• Colombia

• Dominican Republic

• El Salvador

• Mexico

• Panama

• Puerto Rico

• United States.

  In 2025, AES received several recognitions from the Great Place to Work Institute.

• AES ranked 10th in the Best Places to Work in Latin America ranking.

• AES Dominicana ranked 2nd, and AES Servicios América ranked 6th in the Great Place to Work for Women ranking.

• AES Servicios América ranked 7th, and AES Argentina ranked 10th in the Best Places to Work - Companies That Care ranking.

• AES Servicios América ranked 1st in the Great Place to Work for Young Talent ranking.

‌Related Person Policies and Procedures

Our Audit Committee has adopted, in writing, The AES Corporation Policy and Procedures With Respect to Related Person Transactions, which sets forth the procedures for the review, approval, ratification, and oversight of any transaction, arrangement or relationship (including indebtedness or guarantee of indebtedness), or any series of similar transactions, arrangements or relationships in which (i) the Company (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000 and (ii) any Director or Executive Officer of the Company, any Director nominee, any person who is known to be the beneficial owner of more than 5% of any class of the Company's voting securities, any immediate family member of any of the foregoing persons, or any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest (each, a "Related Person"), had, has, or will have, a direct or indirect material interest, except those transactions, arrangements or relationships that would not be required to be disclosed pursuant to SEC rules after considering the materiality thresholds and exceptions to disclosure set forth in Item 404 of Regulation S-K (a "Related Person Transaction"). Under this policy, prior to entering into, or amending, a potential Related Person Transaction, the Related Person or applicable business unit leader must notify the General Counsel who will assess whether the transaction is a Related Person Transaction. If the General Counsel determines that the proposed transaction is a Related Person Transaction, the details of the transaction will be submitted to the Audit Committee for review and consideration. The Audit Committee will either approve or reject it after taking into account factors including, but not limited to, the following:

• the benefits to the Company;

• the materiality and character of the Related Person's direct or indirect interest, and the actual or apparent conflict of interest of the Related Person;

• the impact on a Director's independence in the event the Related Person is a Director or a Director nominee, an immediate family member of a Director or a Director nominee or an entity in which a Director or a Director nominee is an executive officer, partner, or principal;

• the commercial reasonableness of the Related Person Transaction and the availability of other sources for comparable products or services;

• the terms of the Related Person Transaction;

• the terms available to unrelated third parties or to employees generally;

• any reputational risk the Related Person Transaction may pose to the Company; and

• any other relevant information.

In the event that the General Counsel, in consultation with the CEO, determines that it is not reasonable or practicable for the Company to wait until the next Audit Committee meeting to review a Related Person Transaction, the details of the Related Person Transaction may be submitted to a member of the Audit Committee who will possess delegated authority to act on behalf of the Audit Committee between Audit Committee meetings with respect to the review and approval of Related Person Transactions. Any approvals by such member between Audit Committee meetings must be reported to and ratified by the Audit Committee at the next Audit Committee meeting.

In addition, in the event that the Company becomes aware of a Related Person Transaction that has not been the subject of a reasonable prior review and approval or previous ratification under the policy, such transaction will be submitted to the Audit Committee or its delegate as promptly as practicable for consideration. The Audit Committee or its delegate will evaluate all options with respect to the transaction, including, but not limited to, ratification, amendment or termination of the transaction.

If a Related Person Transaction will be ongoing, the Audit Committee will be responsible for overseeing such Related Person Transaction and may establish guidelines for the Company's management team to follow in its ongoing dealings with the Related Person. At the Audit Committee's first meeting of each fiscal year, the Audit Committee shall review any previously approved or ratified Related Person Transactions that remain ongoing to evaluate their continued appropriateness.

On March 1, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Horizon Parent, L.P., a Delaware limited partnership ("Parent"), and Horizon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger. Parent is jointly controlled by investment vehicles affiliated with one or more funds, accounts or other entities managed or advised by Global Infrastructure Management, LLC ("GIP") and the EQT Infrastructure VI fund. GIP, an independent, specialist infrastructure fund manager which provides investment management services to affiliated funds and entities became a part of BlackRock, Inc. ("BlackRock") in 2024. Based on the Schedule 13G/A filed by BlackRock on April 17, 2025, BlackRock owned more than 5% of the outstanding shares of the Company's common stock as of March 12, 2026. None of GIP, Parent, Merger Sub or the GIP-managed or advised funds that are involved in the transaction have any voting or investment control over the Company securities held by BlackRock and disclaim all beneficial ownership of such securities.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, $0.01 par value per share, of the Company ("Company common stock") issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company common stock held by any holder who properly exercises and perfects appraisal rights under Delaware law in respect of such shares and (ii) any shares of Company common stock held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub) shall be automatically converted into the right to receive $15.00 in cash, without interest, subject to applicable withholding taxes. The aggregate equity value of the Company common stock acquired by Parent will be approximately $10.7 billion as calculated on March 2, 2026.

‌Communications with the Board or its Committees

The Board offers several e-mail addresses, as set forth below, for Stockholders and interested parties to send communications through the Company's Office of the Corporate Secretary to the Board as a whole, to the independent Directors, to the Chair of the Board, to individual Directors and/or to the following committees of the Board:

AES Board of Directors, Chair or

Individual Directors: Governance Committee: Compensation Committee:

Financial Audit Committee:

Innovation and Technology Committee:

Finance Committee:

CompCommitteeChair@aes.com

NomGovCommitteeChair@aes.com

AESDirectors@aes.com

FinanceCommitteeChair@aes.com

InnovationCommitteeChair@aes.com

AuditCommitteeChair@aes.com

A member of the Corporate Secretary's Office will forward to the relevant party all communications that, in his or her judgment, are appropriate for consideration by such party. Examples of communications that would not be considered as appropriate for consideration by the full Board or individual Directors include commercial solicitations, requests for employment and matters not relevant to Stockholders, the functioning of the Board or the affairs of the Company.

‌Additional Governance Information

Our Corporate Governance Guidelines and Committee Charters have been adopted by the Board. These and our other Corporate Governance documents are available on the Company's website (https://www.aes.com/investors/governance). Copies of the documents are available in print without charge by making a written request to: Office of the Corporate Secretary, The AES Corporation, 4300 Wilson Boulevard, Arlington, VA 22203.

The Code of Conduct was adopted by the Board and governs the actions of Directors and everyone who works at AES, including employees of AES' subsidiaries and affiliates. The Code of Conduct is available on the Company's website (www.aes.com). A copy of the Code of Conduct is available in print without charge by making a written request to: Office of the Corporate Secretary, The AES Corporation, 4300 Wilson Boulevard, Arlington, VA, 22203. If any amendments to, or waivers from, the Code of Conduct are made, we will disclose such amendments or waivers on our website (www.aes.com).

References to our website throughout this Proxy Statement are provided for convenience only and the content on our website does not constitute a part of this Proxy Statement.

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‌Board Leadership Structure

Our Corporate Governance Guidelines require the separation of the offices of the Chairperson of the Board ("Chair") and CEO. The Chair of the Board is selected by a majority vote of the members of the Board. Under Delaware General Corporation Law and the By-Laws, the Board has the discretion to select a Chair who is not an independent Director. If the Chair is independent, he or she will also serve as Lead Independent Director. John B. Morse, Jr., an independent director, currently serves as Chairman and lead independent director ("Lead Independent Director").

If the Chair is not independent, the Company's independent Directors will designate one of the independent Directors on the Board who has served for at least one year to serve as the Lead Independent Director. The Lead Independent Director's duties include calling meetings of the independent directors and non-management directors, presiding at all meetings of the independent directors, the non-management directors and any Board meeting at which the Chair is not present, approving information and meeting agendas sent to the Board, coordinating the activities of the independent Directors, coordinating the agenda for and moderating sessions of the Board's independent Directors, approving meeting schedules to assure that there is sufficient time for discussion of all agenda items, being available for consultation and direct communication if requested by majority stockholders and facilitating communications among the other members of the Board. We believe this structure, coupled with independent Directors serving as Chairs of each of our Board Committees, provides strong leadership for our Board and independent risk oversight, while positioning our CEO as the leader of the Company for our investors, counterparties, employees and other stakeholders.

Our Board determines the best leadership structure for the Company. As part of our annual Board self-evaluation process, the Board evaluates matters such as independence of the Board, communication between Directors and Management, the relationship between the CEO and the Chair, and other matters that may be relevant to our leadership structure. The Company recognizes that in the event that circumstances facing the Company change, a different leadership structure may be in the best interests of the Company and its Stockholders.

Mr. Morse has served as Chairman and Lead Independent Director since April 2018. Pursuant to the Company's tenure policy in the Corporate Governance Guidelines, Mr. Morse has not been nominated for re-election as a Director at the 2026 Annual Meeting. The Board will determine the new chairperson of the Board after the conclusion of the Annual Meeting.

‌Director Independence

Our Board currently has ten independent members. We have five Board Committees, four of which comprise solely independent Directors, with a different independent Director serving as Chair of each such Committee.

We are required to have a majority of independent Directors serving on our Board and may only have independent Directors serving on the (i) Audit Committee, (ii) Compensation Committee, and (iii) Governance Committee pursuant to the rules of the New York Stock Exchange (the "NYSE") and, with respect to our Audit Committee, the rules and regulations under the Securities Exchange Act of 1934 (the "Exchange Act").

Under the NYSE rules, no Director qualifies as "independent" unless the Board affirmatively determines that the Director has no material relationship with the Company (directly, or as a partner, Stockholder, or officer of an organization that has a relationship with the Company). The Board makes independence determinations based on all relevant facts and circumstances when assessing the materiality of any relationship between the Company and a Director or a Director's affiliation with other businesses or entities that have a relationship with the Company.

Our Board undertook an annual review of Director independence in February 2026, considering the criteria for independence set forth in the listing standards of the NYSE and any other relevant facts and circumstances that may have come to the Board's attention, after inquiry, relating to transactions, relationships or arrangements between a Director or any member of their immediate family (or any entity of which a Director or an immediate family member is an Executive Officer, general partner or significant equity holder) on the one hand, and AES or any of its subsidiaries or affiliates, on the other hand, that might signal potential conflicts of interest, or that might influence the Director's relationship with AES or any of its subsidiaries. The Board considered the independence issue not merely from the standpoint of the Director, but also from that of the persons or organizations with which the Director or Director nominee is affiliated.

Based on its review, our Board determined that each of our current Directors (Messrs. Anderson, Bhandari, Monié, and Morse, Mses. Davidson, Koeppel, Laulis, Sebastian, and Shaughnessy, and Dr. Naím), other than Mr. Gluski, qualifies as independent under the NYSE rules. Mr. Gluski is not considered independent because of his employment with the Company. Our Board also determined that each member of our Audit Committee (Mses. Davidson, Koeppel, Sebastian and Shaughnessy, and Messrs. Anderson, and Bhandari) qualifies as independent under the heightened independence standards for audit committee members under the Exchange Act and the NYSE rules. As it relates to members of the Compensation Committee, the Board considered the additional factors under the NYSE listing standards relating to such members before determining that each of them is independent.

‌Director Attendance

Under our Corporate Governance Guidelines, Directors are expected to attend Board meetings and meetings of Committees on which they serve, and Directors are encouraged to attend the Company's annual meeting. A director who is unable to attend a meeting is expected to notify the Chair of the Board or the Chair of the appropriate committee in advance of such meeting.

In 2025, our Board convened eleven times and our Board Committees convened for the number of meetings specified in the chart below. In 2025, overall Board attendance averaged 96%, and committee meeting attendance averaged 97%. Each of our directors attended at least 75% of the 2025 meetings of the Board and the committees on which he or she served that were held during the period in which the director served.

Independent Directors met in executive session after ten meetings of the Board in 2025, with Mr. Morse presiding as Chairman and Lead Independent Director. Nine of our eleven Directors serving at the time of the 2025 Annual Meeting of Stockholders on May 9, 2025 attended such meeting.

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‌Board Committees

In 2025, the Board maintained five standing Committees:

• Audit Committee;

• Compensation Committee;

• Finance Committee;

• Governance Committee; and

• Innovation and Technology Committee.

  Each standing committee operates under a written charter that has been approved by the Board. Committee charters are available on our website. The table below shows the Directors who are currently members or chairs of each of the standing Board Committees and the number of meetings each committee held in 2025.

  Technology

  Director Audit Compensation Finance Governance Innovation and

  Gerard M. Anderson(1)(2)

  ⚫

  ⚫

  Chair

  Inderpal S. Bhandari(2) ⚫ ⚫

  Janet G. Davidson(2)

  ⚫

  ⚫

  Chair

  Andrés R. Gluski ⚫

  Holly K. Koeppel(1)(2)

  Chair

  ⚫

  Julie M. Laulis ⚫ ⚫

  Alain Monié

  Chair

  ⚫

  John B. Morse, Jr.(3)

  Moisés Naím

  ⚫

  ⚫

  ⚫

  Teresa M. Sebastian(1)(2) ⚫ Chair ⚫

  Maura Shaughnessy(1)(2) ⚫ ⚫ ⚫
  Number of Meetings in 2025	8	6	4	4	4

  1. Designated as an "audit committee financial expert" as defined by the rules and regulations of the SEC.

  2. Designated as "financially literate" as required by the NYSE rules.

  3. Chairman and Lead Independent Director, serves as an ex-officio member of each committee (with no voting authority as to such committees).

     Financial Audit Committee. The primary functions of the Audit Committee are to assist the Board in the oversight of:

• the integrity of the financial statements and internal controls of the Company;

• the qualifications, independence and performance of the Company's independent auditor;

• the performance of the Company's internal audit function;

• compliance by the Company with legal and regulatory requirements; and

• the preparation of the audit committee report that SEC rules require to be included in the Company's annual Proxy Statement.

  All members of the Audit Committee are independent within the meaning of the SEC rules and under the listing standards of the NYSE. The Board has also determined that each member of the Audit Committee is "financially literate" as required by the NYSE rules, and that each of Mses. Koeppel, Sebastian, and Shaughnessy, and Mr. Anderson are Audit Committee

  Financial Experts pursuant to SEC rules based on, among other things, the experience of such member, as described under the Board of Directors - Biographies section of this Proxy Statement.

  Compensation Committee. The primary functions of the Compensation Committee are to:

• oversee the Company's compensation and employee benefit plans and practices, including its executive compensation plans and its incentive-compensation and equity-based plans;

• annually review the CEO's and other executive officers' compensation;

• review annually and oversee matters related to human capital management, including, but not limited to, talent acquisition, development, and retention;

• review and approve succession planning for the Company; and

• produce an annual report on executive compensation for inclusion in the Company's annual proxy statement.

  The Board determined that all Compensation Committee members are independent within the meaning of SEC rules and current listing standards of the NYSE. In addition, each member of the Compensation Committee is a "Non-Employee Director" as defined in Rule 16b-3 under the Exchange Act.

  At the commencement of each year, our CEO assesses his prior performance as well as position-specific goals and objectives for the upcoming year. Our Compensation Committee reviews and assesses his performance against his stated goals and objectives. Based on our CEO's performance, the Compensation Committee provides an evaluation, approves and recommends that the Board approves the CEO's compensation.

  At the commencement of each year, AES' NEOs (other than the CEO) discuss their position-specific goals and objectives for the upcoming year with the CEO. In the first quarter of the following year, the CEO performs an assessment of each NEO's performance against his or her stated goals. The Compensation Committee reviews, and then recommends the Board approves, the compensation recommendations submitted by the CEO as to the other NEOs.

  Additionally, the Compensation Committee makes recommendations to the Board to modify AES' compensation and benefit programs if it believes that such programs are not consistent with the Company's executive compensation goals or could otherwise be improved. Under the Compensation Committee's Charter, it may form subcommittees and delegate to such subcommittees, other Board members and/or Officers such power and authority, as the Compensation Committee deems appropriate in accordance with the Compensation Committee Charter and any applicable law, regulation or listing standard. The Compensation Committee has delegated to the CEO, subject to review by the Compensation Committee and the Board, the power to set compensation for non-Executive Officers. Under the 2025 Equity and Incentive Compensation Plan, the Compensation Committee is also permitted to delegate its authority, responsibilities and powers to any person selected by it and has expressly authorized our CEO to make equity grants to non-Executive Officers in compliance with law.

  The Compensation Committee directly retains the services of its own independent outside consultant to assist it in reviewing and/or advising the amount and/or form of executive compensation. Meridian Compensation Partners, LLC ("Meridian") is the firm retained by the Compensation Committee for these purposes and is precluded from providing other non-Board related services to AES. The Compensation Committee conducted an assessment to evaluate whether the work performed by Meridian raises a conflict of interest. Based upon that assessment, the Compensation Committee determined that no conflict of interest exists. The Compensation Committee has the sole authority to hire and dismiss its consultant. Meridian provided objective input and analysis to the Compensation Committee throughout the year including regarding market data trends, regulatory initiatives, governance best practices and emerging governance norms. For further information concerning the independent outside consultant's role in relation to NEO compensation, please refer to the Role of the Compensation Committee, Independent Consultant and Management section in the Compensation Discussion and Analysis ("CD&A") of this Proxy Statement.

  Management regularly obtains market survey data based on comparable companies from Willis Towers Watson. Meridian reviews the market survey data prior to it being shared with the Compensation Committee to confirm the data sources are appropriate for purposes of comparing our NEOs' compensation to comparable executives at similarly-sized U.S. general industry and energy industry companies.

  The Compensation Committee has instructed the Executive Vice President and Chief Human Resources Officer ("CHRO") to provide information to the Compensation Committee that is required for developing compensation programs and determining executive compensation. The CHRO works directly with the Compensation Committee's independent consultant in the preparation of the background material for the Compensation Committee. For further information regarding our executive compensation practices refer to the CD&A section of this Proxy Statement.

  The compensation of our Directors is established by the Governance Committee. See Director Compensation in this Proxy Statement for a description of our Governance Committee's processes and procedures for determining Director compensation.

  Finance Committee. The primary functions of the Finance Committee are to:

• review and analyze the Company's financial performance, key performance indicators, and financial forecasts;

• review prior and future Company financing activities, capital allocation strategies, equity and debt offerings, and assess their alignment with the Company's financial performance and strategic objectives;

• review the capital structure of the Company and its subsidiaries;

• review the Company's dividend policy, including the alignment with the Company's financial performance and strategic objectives;

• review significant issues affecting the operations of the Company's subsidiaries and the risks related thereto, including, but not limited to, the performance of generation, utility, and distribution businesses, and tariffs;

• review the investor relations strategy and messaging; and

• perform any such other function as may be assigned by the Board from time to time.

  Governance Committee. The primary functions of the Governance Committee are to:

• identify and recommend to the Board individuals qualified to serve as directors of the Company and on committees of the Board;

• advise the Board with respect to Board composition, procedures and committees;

• recommend and advise the Board with respect to the corporate governance principles applicable to the Company;

• oversee and implement the process for evaluation of the Board;

• review the performance evaluation process implemented by the Compensation Committee for the Company's CEO and other senior management;

• periodically review and oversee the Company's programs, policies, and practices designed to achieve its goal to act in a socially responsible way;

• periodically review and oversee the Company's programs, policies, and practices related to environmental and safety matters, including climate change and employee safety; and

• review the Company's dispute resolution, construction, insurance, regulation, and lobbying matters.

  Consistent with the requirements of the Governance Committee Charter, the Board determined that all Governance Committee members are independent within the meaning of the listing standards of the NYSE.

  Innovation and Technology Committee. The Innovation and Technology Committee is responsible for:

• overseeing the Company's efforts to foster growth through innovation;

• evaluating the Company's efforts to identify and address risks and opportunities in the power industry and adjacent industries arising from emerging or competing technologies, including changes in business conditions or new business models; and

• reviewing technologies and innovations deployed or contemplated by the Company for use in the power industry and adjacent industries.

‌Board's Role in Risk Management

Management is responsible for the management and assessment of risk at the Company, including communication of the most material risks to the Board and its Committees. The Board provides oversight over the risk management practices implemented by Management, except for the oversight of risks that have been specifically delegated to a Committee of the Board. If the oversight of a specific area of risk has been delegated to a Committee, the full Board receives reports from the Committee Chairs at each regularly-scheduled full Board meeting. The full Board may assume oversight over a particular risk, when appropriate. The Board's and each Committee's reviews of their respective areas of risk oversight responsibilities occur principally through regular reports from Management to the Board on these areas of risk, and discussions with Management regarding risk assessment and risk management as outlined below.

The Board believes that its leadership structure, along with its Committee structure, allows the Board to oversee enterprise risks at an appropriate and effective level.

Responsible Party Area of Risk Oversight

All operational, financial, strategic, brand and reputational matters. Financial performance and outlook.

Currency, commodity, hydrology, and interest rate hedging and related matters.

Periodic review and oversight of the Company's risk management and strategy related to its cybersecurity programs, policies, and practices, including (i) the Company's processes for assessing, identifying, managing, and mitigating material risks from cybersecurity threats and emerging cybersecurity developments and threats; (ii) whether any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect the Company; (iii) the expertise of members of management with respect to assessing and managing risks from cybersecurity threats; and (iv) the Company's disclosure controls and procedures with respect to material cybersecurity threats and incidents.

Significant issues affecting the operations of the Company's subsidiaries, including, but not limited to, the performance on generation, utility, and distribution businesses, and tariffs.

Technologies and innovations used by the Company and emerging or competing technology developments.

‌Board and Committee Evaluations

The Company recognizes that a strong and constructive evaluation process is essential to good corporate governance and Board effectiveness. Through the Company's evaluation process, Directors provide feedback and assess Board, Committee and individual Director performance. The process is managed by the Office of the Corporate Secretary with oversight by the Governance Committee. Our annual evaluation process is focused on the Board and Board Committees. We also periodically evaluate individual Directors. The Governance Committee annually reviews the format of the evaluation process. In 2025, the evaluation process was overseen by the Chairman of the Board and Chair of the Governance Committee. In addition to participation in a full Board evaluation, each Committee completes an annual evaluation to identify any potential modifications to the Committee's operations and areas of oversight. Following the completion of the annual evaluation, the Board decided to adjust agenda and discussion items to enhance the productivity and impact of meetings.

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‌Director Characteristics and Succession Planning

The Board's succession planning uses a framework that:

• defines and assesses culture and dynamics;

• enhances annual assessments of the Board and individual Directors; and

• establishes a multi-year view of the Board's refreshment rotation and recruitment strategy to strategically plan for Board openings.

  As part of the Board evaluation discussed above, the Board assesses the attributes, competencies and experiences required in light of the Company's strategy, changing business needs, and the future of the business. The performance and skills assessments are a fundamental element of the Board's multi-year succession planning. Nominees for director are selected on the basis of, among other things, knowledge, experience, skills, perspective, expertise, integrity, ability to make independent analytical inquiries, understanding of the Company's strategies and global business environment and willingness to devote adequate time and effort to Board responsibilities. The Governance Committee does not have specific minimum qualifications that must be met for a prospective Director candidate to be considered as a Director nominee, however, the Board measures the qualification of potential candidates against the leadership attributes, competencies and experiences described below. Candidates for nomination to the Board may be suggested by current Directors, Management, Stockholders, or a third-party search firm engaged to assist with Director recruitment. In the case of a third-party search firm, the Governance Committee will pay a fee for such a firm to assist it in the recruitment and identification of potential candidates for the Board. The Governance Committee generally provides the search firm with guidance as to the attributes, competencies and experiences that the Governance Committee is seeking in potential candidates, and the search firm identifies candidates for the Governance Committee's consideration.

  When identifying candidates for Board membership, the Governance Committee includes, and requests any search firm it engages to include, a range of candidates with different backgrounds, skills, experiences, perspectives and personal characteristics. The Governance Committee and the Board assess the effectiveness of this policy as part of their regular review of the Company's governance practices, through the annual Board and Committee evaluation processes, and by monitoring changes in the Board's composition and mix along a variety of dimensions over time.

  Additionally, when considering director nominees, including incumbent directors eligible for re-election, nominees to fill vacancies on the Board, and nominees recommended by Stockholders, the Governance Committee generally measures the candidates against a set of eight leadership attributes, competencies and experiences. These characteristics are grouped and summarized below.

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  Energy sector

  experience

  Experience in the energy sector, particularly power and utilities and the energy transition, and

  inworking with the customers, counterparties, investors regulators and stakeholders that help shape the energy sector.

  
  
  

  Technology and cybersecurity

  Technology experience, including implementing business

  transformationsand improvements

  through new technology deployment anddigital initiatives, andexperience in the design, implementation or oversight of cybersecurity policies and related security risk mitigation measures.

  Public policy and regulatory

  Expertise in public policy creation and implementation, including as a senior government officia!, academic, consultant or other capacity, involved in shaping public policies and/or expertise in regulatory matters and corporate compliance.

  Finance and investment

  Finance and investment experience, including financial strategies and partnerships capital allocation decision-making, debt and equity capital raising, recourse and non-recourse borrowing strategies, complex financial and capital management, and public companY reporting issues.

  Corporate Governance and Responsibility

  Corporate governance and sustainability experience, including board and management

  accountabilily for policies toenhance corporate social responsibility and strengthen stakeholder relations Experience in environmental matters, community affairs, and/or talent management.

  Innovation and customer solutions

  Experience in applying innovation to foster business growth and transformation. Experience in the design, implementationor oversight of new products and solutions tailored to the evolving needs of customers, including customer centricity and application of data analytics in creating and marketing customer solutions

  Strategy and

  growth

  Experience in formulating and executing corporate strategies and fostering grcwth and development and identifying risks and opportunities that guide strategic decision-making.

  Global business/ international affairs

  Global professional experience, including working closely with businesses andorganizations across multiple countries, and familiarity with diverse business environments, cultures and economic conditions. Understanding of geopolitios and fundamental drivers of economic and political developmentsacross countries and markets that impact businesses

  The Governance Committee identifies Directors to recommend to the Board for election by the Stockholders and to fill vacancies between Stockholder meetings. The Governance Committee makes a preliminary review of a prospective candidate's background, career experience, and qualifications based on available information. If a consensus is reached that a candidate would likely contribute positively to the Board's mix of skills and experiences, the Governance Committee conducts interviews with the candidate and may invite other Board members or members of Management to interview the candidate to assess the candidate's overall qualifications. The Governance Committee considers the candidate against the criteria adopted in light of the Board's then current composition and the needs of the Board and its Committees and makes a recommendation to the Board as to whether the candidate should be nominated for election. This process is the same for all candidates, including Director candidates identified by Stockholders.

  The below summarizes the key skills, experience and attributes of our Director nominees. This high-level summary is not intended to be an exhaustive list of each of our Director nominee's skills or contributions to the Board. Further information on each director nominee, including their relevant experience, qualifications, attributes or competencies is set forth in the Director biographies below.

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  Gerard M.Anderson

  Director

  
  
  
  
  

  Janet G.Davidson

  Director

  
  
  

  HollyK. Koeppel

  Director

  
  
  
  
  

  Alain Monié

  Director

  InderpaIS.Bhandari

  
  
  

  Director

  
  
  

  Andrés R. Gluski

  Chief Executive Officer

  
  
  
  
  

  Julie M. Laulis

  Director

  
  
  
  
  

  MoisésNai'm

  Director

  
  
  
  
  

  Teresa M.Sebastian

  Director

  
  
  

  Energy sector experience

  
  
  
  
  
  
  

  * Finance and investment

  
  
  

  Strategy and growth " Technology and

  • cybersecurity

    Global business/ international affairs

    
    
    
    
    

    Public policy and regulatory

    
    
    

    Corporate Governance and Responsibility

    ^ _ Innovation and

    customer solutions

    
    
    

    1 Tenure, for the purposes of this chart, is calculated based on service at any point during a board cycle and may include partial years of service.

    2 Characteristics based on information self-identified by each Director to the Company.

    ‌Director Nominations by Stockholders

    The Governance Committee also considers potential nominations for Director provided by Stockholders and submits any such suggested nominations, when appropriate, to the Board for approval. Stockholders wishing to recommend persons for consideration by the Governance Committee as nominees for election to the Board can do so by writing to the Office of the Corporate Secretary, The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia, 22203, and providing the information and following the additional procedures set forth in our By-Laws. See Questions and Answers Regarding the Proxy Statement and Annual Meeting for more information.

    ‌Board of Directors - Biographies

    The Board has nominated nine Directors (the "Nominees") for election at the Annual Meeting, each to serve a one-year term expiring at the Annual Meeting in 2027. The Nominees' biographies describe aspects of each candidate's qualifications, relevant experience and committee service.

    Education:

    • B.S., Civil Engineering, University of Notre Dame

    • M.S. and MBA, University of Michigan

    Other Public Directorships (past five years)

    • The Andersons, Inc. (since 2008)

    • DTE Energy Company (2009-2022)

    • Governance, Chair

    • Finance

    • Financial Audit

    Gerard M. Anderson

    Independent Director

    Director Since: 2023

    Age: 67

    Board Committees:

    
    
    

    Reasons for Nomination

    Mr. Anderson brings decades of leadership in the energy sector, with a proven track record of managing utility and non-regulated operations, fostering a high-performing culture, enhancing safety performance, improving customer satisfaction and achieving strong financial performance. He has played a key role implementing clean energy transition strategies in support of shareholder value creation.

    Throughout his career, Mr. Anderson has successfully overseen stakeholder engagement and fostered constructive policy solutions with regulators and government officials. His extensive industry expertise and insights enhances the Board's oversight of AES' growth and energy transition initiatives.

    Select Skills and Experience

    • Energy Sector Experience: As CEO and in his prior executive roles at DTE Energy Company, Mr. Anderson gained comprehensive insights into all aspects of the energy company operations and the broader energy sector. He also served as Chairman of the Edison Electric Institute (EEI), the trade association that represents all U.S. investor-owned electric companies.

    • Strategy and Growth: Mr. Anderson was an architect of DTE's strategy that developed its regulated, non-regulated and sustainable infrastructure businesses. He led the clean energy transformation of DTE's power generation, improving the company's utility operations and profitability.

    • Public Policy and Regulatory: As a recognized industry leader, Mr. Anderson oversaw numerous clean energy initiatives and successfully navigated complex regulatory landscapes at both the state and federal levels. As Chairman of EEI, he was instrumental in driving innovation and accelerating the deployment of new clean energy technologies across the broader energy sector.

      Career Highlights

      DTE Energy Company - a diversified energy company that provides electric and natural gas utility operations, power generation and energy-related solutions

    • Executive Chairman (2019-2022) (retired)

    • Chairman and CEO (2011-2019)

    • President and CEO (2010-2011)

    • President and COO (2005-2010)

    • Various senior executive leadership roles (1993-2004)

      McKinsey & Company - a global management consulting firm

    • Senior Consultant (1988-1993)

      Education:

      • BTECH, Birla Institute of Technology and Science, Pilani

      • M.S., Computer Engineering, University of Massachusetts, Amherst

      • Ph.D., Computer Engineering, Carnegie Mellon University

      • Walgreens Boots Alliance (2022-2025)

      Other Public Directorships (past five years)

      Inderpal S. Bhandari

      Independent Director

      Director Since: 2024

      Age: 66

      Board Committees:

      • Financial Audit

      • Innovation and Technology

      
      
      

      Reasons for Nomination

      Mr. Bhandari brings over 25 years of expertise to the Board, with a proven track record of transforming data into business assets to enhance customer experiences, deliver innovative solutions, and drive growth and productivity. Mr. Bhandari has guided companies through growth and transformation, leveraging data to support sustainable business expansion.

      His deep understanding of technology, artificial intelligence ("AI") and cybersecurity, combined with his strategic leadership experience, are significant assets to the Board.

      Select Skills and Experience

    • Technology and Cybersecurity: Mr. Bhandari developed extensive experience in the technology sector, including his role as Global Chief Data Officer at IBM, where he led the company's data strategy and governance to help IBM maintain a leading position in AI and hybrid cloud computing.

    • Innovation and Customer Solutions: As a leader in data analytics and technology innovation, Mr. Bhandari has developed and implemented solutions that enhance customer experiences and drive company value.

    • Strategy and Growth: By having overseen the global data strategy for IBM and major health providers, Mr. Bhandari helped drive a core component of the' growth strategy for these companies.

      Career Highlights

      Virtual Gold Inc. - a consulting and advisory firm providing enterprise strategy, with a focus on data and AI

    • Founder and Chairman (1997-present)

      Carnegie Mellon University - a global research university

    • Distinguished Executive in Residence (2023-2025)

      International Business Machines Corporation (IBM) - a global technology company

    • Global Chief Data Officer (2015-2023)

      Cambia Health Solutions - a health plan provider and healthcare investment firm

    • SVP and Chief Data Officer (2014-2015)

      Express Scripts - a pharmacy benefit management company

    • Chief Data Officer and VP, Health Data & Analytics (2012-2014)

      Education:

      • B.A., Physics, Lehigh University

      • M.S., Electrical Engineering, Georgia Institute of Technology

      Other Public Directorships (past five years)

      • STMicroelectronics,

      N.V. (2013-2025)

      • Innovation and Technology, Chair

      • Compensation

      • Financial Audit

      Janet G. Davidson

      Independent Director

      Director Since: 2019

      Age: 69

      Board Committees:

      
      
      

      Reasons for Nomination

      Ms. Davidson brings to the Board her deep expertise in technology, and delivering customer-centric solutions for global businesses, developed through her various executive leadership roles with leading telecommunications companies. She oversaw numerous initiatives that enhanced customer satisfaction and instilled operational excellence.

      As an experienced public company director serving on technology company boards, Ms. Davidson provides critical guidance to the Board on technology strategies and innovation.

      Select Skills and Experience

    • Technology and Cybersecurity: Having spent her entire career in the technology industry, Ms. Davidson has deep expertise in overseeing security and integrity of global networks across broadband, IP and optics technologies, integrating advanced systems to enhance infrastructure and cybersecurity.

    • Innovation and Customer Solutions: Ms. Davidson acquired a comprehensive understanding of customer expectations and preferences through her senior executive role overseeing quality and customer care operations, as well as leading technology investments to improve service delivery and operational efficiency in a large infrastructure solutions company.

    • Strategy and Growth: Through her various board and executive leadership roles, Ms. Davidson has successfully overseen the execution of company growth strategies. She led and helped facilitated the merger between Lucent Technologies and Alcatel as the Company's Chief Strategy Officer, managing the integration efforts to drive long-term growth and operational efficiencies.

      Career Highlights

      Alcatel Lucent - a communications and infrastructure solutions company (formerly Bell Laboratories, Lucent Technology)

    • EVP, Quality & Customer Care (2008-2011) (retired)

    • Chief Compliance Officer (2006-2008)

    • Chief Strategy Officer (2005-2006)

    • Group President, Internetworking System (2001-2005)

    • Various other roles (1979-2001)

      Education:

      • M.A., University of Virginia

      • Ph.D. in Economics, University of Virginia

      • Waste Management (since 2015)

      Other Public Directorships (past five years)

      • Innovation and Technology

      Andrés R. Gluski

      CEO

      Director Since: 2011

      Age: 68

      Board Committees:

      
      
      

      Reasons for Nomination

      Mr. Gluski brings to the Board extensive knowledge of AES' global operations, growth strategy, and stakeholder relationships, derived from over two decades of leadership at the Company. Under his tenure, AES has transformed into one of the world's largest power providers to corporate customers, particularly in the U.S. technology sector. His international business and finance background informs the Company's strategic decision-making in areas such as risk management, government affairs, public policy, and investor relations.

      Select Skills and Experience

    • Energy Sector Experience: With a long-standing career at AES in both oversight and executive roles, Mr. Gluski provides significant expertise in assessing energy strategies. He also serves on the Executive Committee of the Edison Electric Institute's Board of Directors and co-chairs the World Economic Forum's Electricity Industry community.

    • Strategy and Growth: Mr. Gluski oversaw the turnaround and expansion of several of AES' largest businesses. In 2011, he initiated an asset divestiture program that generated over $8 billion in proceeds and streamlined AES' operations from 28 to 12 countries, enabling the Company to concentrate on markets where it holds a competitive advantage.

    • Global Business/ International Affairs: Mr. Gluski brings an international perspective to the board, having served as Chairman of Council of the Americas since 2015. He has also held several senior executive roles in telecommunications, banking and public sectors across South America and with multilateral institutions such as the International Monetary Fund (IMF).

      Career Highlights

      The AES Corporation

    • CEO (since 2026)

    • President and CEO (2011-2026)

    • EVP and COO (2007-2011)

    • President, Latin America (2007-2011)

    • SVP, Caribbean and Central America (2000-2007)

      Other Public Directorships (past five years)

      • Shell plc (since 2026)

      • Core Natural Resources, Inc. (since 2025)

      • Flutter Entertainment plc (since 2021)

      • British American Tobacco p.l.c. (BAT) (since 2017)*

      • Arch Resources, Inc. (2019-2025)

      • Vesuvius Plc (2017-2021)

        *Ms. Koeppel will cease to serve on the BAT board of directors effective upon the conclusion of its annual general meeting of shareholders on April 15, 2026.

        Education:

      • B.S., Ohio State University

      • MBA, Ohio State University

Independent Director

Director Since: 2015

Age: 67

Board Committees:

• Financial Audit, Chair

• Finance

Holly K. Koeppel

Reasons for Nomination

Ms. Koeppel brings over three decades of experience as a senior operating and financial executive in the energy and infrastructure industries, providing the Board with invaluable insight into global energy markets and financial strategies.

Her financial acumen and understanding of large-scale energy operations contribute to the Board strategic guidance on financial oversight, financial reporting, risk management and growth initiatives.

Select Skills and Experience

Education:

• B.G.S, University of Michigan

• MBA, University of North Florida

• JD, Michigan State University College of Law

• LLM, Wayne State University

Other Public Directorships (past five years)

• Kaiser Aluminum Corporation (2019-2025)

• Terminix Global Holdings, Inc. (2021-2022)

Teresa M. Sebastian

Independent Director

Director Since: 2021

Age: 68

Board Committees:

• Compensation, Chair

• Financial Audit

• Governance

Reasons for Nomination

Ms. Sebastian has several decades of cross-functional experience in finance, law, capital markets, mergers and acquisitions, internal audit, and governance. She has advanced transformational initiatives at several companies and partnered with corporate boards to advise companies on global expansion and navigating evolving regulatory and policy landscapes.

In addition to her corporate expertise, Ms. Sebastian has served as an adjunct professor in enterprise risk management and corporate compliance at two leading universities. Her insights strengthen the Board's oversight of the growth strategy and risk management.

Select Skills and Experience