Enel Americas S A : Américas - Restated Text ESM 2026 (clean)

About this update from Enel Americas S.a.

CONSOLIDATED TEXT BYLAWS ENEL AMÉRICAS S.A. TITLE I Name, Domicile and Duration Article One: A publicly held corporation is established under the name "Enel Américas S.A." (the "Company"), which shall be governed by these Bylaws and, in the absence thereof, by the legal and regulatory provisions applicable to this type of company. Article Two: The domicile of the Company shall be the city of Santiago, and it may establish agencies or branches in other parts of the country or abroad. Article Three: The duration of the Company shall be indefinite. Article Four: The purpose of the Company shall be to carry out, in the country or abroad, the exploration, development, operation, generation, distribution, transmission, transformation and/or sale of energy in any of its forms or nature, directly or through other companies, as well as activities in telecommunications and the rendering of engineering advisory services, in the country and abroad. It shall also have as its purpose to invest in and administer its investment in subsidiary and affiliated companies that are generators, transmitters, distributors or marketers of electric energy or whose business corresponds to any of the following: (i) energy in any of its forms or nature, (ii) the provision of public services or that have energy as their main input, (iii) telecommunications and information technology, and (iv) intermediation businesses through the Internet. In the fulfillment of its main purpose, the Company shall develop the following functions: Promote, organize, incorporate, amend, dissolve or liquidate companies of any nature, whose corporate purpose is related to those of the Company. Propose to its subsidiary companies investment, financing and commercial policies, as well as the accounting systems and criteria to which they must adhere. Supervise the management of its subsidiary companies. Provide to its related companies, subsidiaries and affiliates the financial resources necessary for the development of their businesses and, in addition, provide to its related companies, subsidiaries and affiliates managerial services; financial, commercial, technical and legal advisory services; audit services and, in general, services of any kind that appear necessary for their better performance. In addition to its main purpose and always acting within the limits determined by the Investment and Financing Policy approved at a Shareholders' Meeting, the Company may invest in: First . The acquisition, exploitation, construction, leasing, administration, brokerage, commercialization and disposal of all kinds of movable and immovable property, whether directly or through subsidiary or affiliated companies. Second . All kinds of financial assets, including shares, bonds and debentures, commercial paper and, in general, all kinds of instruments or securities and contributions to companies, whether directly or through subsidiary or affiliated companies. TITLE II Capital and Shares Article Five: The capital of the Company is the sum of fifteen thousand three hundred twenty-seven million two hundred eighty-two thousand seven hundred sixty-three dollars of the United States of America (US$15,327,282,763) divided into one hundred two thousand nine hundred eighty-eight million six hundred ninety-three thousand nine hundred forty-nine (102,988,693,949) ordinary, registered shares, all of the same series and with no par value, which are subscribed and paid in the manner indicated in the First Transitory Article. Article Six: The shares shall be registered and their subscription must be evidenced in writing in the manner determined by the legal and regulatory provisions in force. Their transfer and transmission shall be made in accordance with said provisions. Payment of the subscribed shares may be made in money or in other assets, whether tangible or intangible. Article Seven: The Company shall not recognize fractions of a share. In the event that one or more shares belong jointly to several persons, the co-owners shall be obliged to appoint an attorney-in-fact of all of them to act before the Company. Article Eight: The unpaid balances of the subscribed and unpaid shares shall be adjusted in the same proportion as the value of the Unidad de Fomento varies. Article Nine: The shareholders are only liable for the payment of their shares and are not obliged to return to the corporate treasury the amounts they may have received as profit. In the event of transfer of subscribed and unpaid shares, the transferor shall be jointly and severally liable with the transferee for payment of their value, and the conditions of payment of the share must be stated in the certificate. Article Ten: Private agreements among shareholders relating to the assignment of shares must be deposited with the Company, at the disposal of the other shareholders and interested third parties, and reference shall be made to them in the Shareholders' Register. If this is not done, such agreements shall be unenforceable against third parties. In any event, said agreements shall not affect the obligation of the Company to register, without further formalities, the transfers presented to it, in accordance with the law. Article Eleven: The Shareholders' Register, the statements that share certificates must contain, and the procedure in case of loss or misplacement of certificates, must comply with the pertinent legal and regulatory provisions. TITLE III Administration Article Twelve: The Company shall be administered by a Board of Directors composed of 7 members eligible for re-election, who may or may not be shareholders of the Company. Article Thirteen: The members of the Board of Directors shall be elected by the Ordinary Shareholders' Meeting. The Board of Directors shall last for a period of three years, at the end of which it must be totally renewed or re-elected. Article Fourteen: Meetings of the Board of Directors shall be held with the absolute majority of the number of Directors and resolutions shall be adopted by the absolute majority of the Directors present with the right to vote. In the event of a tie, the vote of the person presiding over the meeting shall decide. Article Fifteen: The Board of Directors must meet at least once a month and on each occasion that the corporate interests so require. There shall be ordinary and extraordinary sessions. The former shall be held on the dates and times pre-established by the Board of Directors itself. The latter, when specially called by the Chairman, on his own initiative, or at the request of one or more Directors, subject to the Chairman's prior qualification of the need for the meeting, unless it is requested by the absolute majority of the directors, in which case the meeting must necessarily be held without prior qualification. In extraordinary sessions, only those matters specifically indicated in the notice of meeting may be dealt with. At the first session it holds after its appointment by the Ordinary Shareholders' Meeting, the Board of Directors must elect from among its members a Chairman. Article Sixteen: The Directors shall be remunerated. The amount of the remuneration shall be fixed annually by the Ordinary Shareholders' Meeting. The Chairman shall be entitled to twice what each Director is entitled to receive. Article Seventeen: The Board of Directors of the Company represents it judicially and extrajudicially and, for the fulfillment of the corporate purpose, which it shall not be necessary to prove to third parties, it is vested with all the powers of administration and disposition that the Law or the Bylaws do not establish as exclusive to the Shareholders' Meeting, without it being necessary to grant it any special power of attorney, including for those acts or contracts with respect to which the laws require this circumstance. The foregoing does not prejudice the representation that corresponds to the General Manager. The Board of Directors may delegate part of its powers to the General Manager, Managers, Deputy Managers, Attorneys and main executives of the Company, to a Director or to a Committee of Directors and, for specially determined purposes, to other persons. Article Seventeen Bis: In the exercise of the powers set forth in the preceding article, the Board of Directors must always act within the limits determined by the investment and financing policy approved by the Ordinary Meeting in accordance with the provisions of article one hundred nineteen of Decree Law number three thousand five hundred, of nineteen hundred eighty, and its amendments. Article Eighteen: The Company shall have a General Manager, who shall be appointed by the Board of Directors and shall be vested with all the powers proper to a factor of commerce and with all those that the Board of Directors expressly grants him. The position of General Manager is incompatible with that of Chairman, Director, Auditor or Accountant of the Company. TITLE IV Shareholders' Meetings Article Nineteen: The shareholders shall meet in Ordinary and Extraordinary Meetings. The former shall be held once a year within the four-month period following the General Balance Sheet to decide with respect to matters within their competence, without it being necessary to indicate them in the respective notice. The latter may be held at any time, when the corporate needs so require, to decide with respect to any matter that the Law or these Bylaws submit to the knowledge of the Shareholders' Meetings and provided that such matters are indicated in the corresponding notice. Notices of Ordinary and Extraordinary Meetings shall not be necessary when the totality of the validly issued shares is represented at the respective Assembly. When an Extraordinary Meeting must rule on matters proper to an Ordinary Meeting, its functioning and resolution shall be subject, as pertinent, to the quorums applicable to the latter class of Meeting. Article Twentieth: Matters of an Ordinary Meeting are: One) The examination of the situation of the Company and of the reports of the external auditors and the approval or rejection of the annual report, of the balance sheet, of the financial statements and demonstrations submitted by the administrators or liquidators of the Company; Two) The distribution of the profits of each fiscal year and, in particular, the distribution of dividends; Three) The election or renewal of the members of the Board of Directors, of the liquidators and of the overseers of the administration; and, Four) In general, any matter of corporate interest that is not proper to an Extraordinary Meeting. The Meetings shall annually appoint an external audit firm governed by Title XXVIII of Law Number eighteen thousand forty-five, for the purpose that (a) they selectively examine the amounts, supporting documents and background information that make up the accounting and the financial statements; (b) they evaluate the accounting principles used and the consistency of their application with the relevant standards, as well as the significant estimates made by management, and; (c) they issue their conclusions regarding the overall presentation of the accounting and the financial statements, indicating with a reasonable degree of assurance whether they are free of significant errors and comply with the relevant standards fully, consistently and reliably. Article Twentieth Bis: In addition to the provisions of the preceding article, it shall correspond to the Ordinary Meeting to approve the investment and financing policy proposed by management, in the terms contemplated in article one hundred nineteen of Decree Law number three thousand five hundred, of nineteen hundred eighty, and its amendments. Article Twenty-First: Matters of an Extraordinary Meeting are: One) The dissolution of the Company; Two) The transformation, merger or division of the Company and the amendment of its Bylaws; Three) The issuance of bonds or debentures convertible into shares; Four) The disposal of fifty percent or more of its assets, whether or not it includes its liabilities, which shall be determined in accordance with the balance sheet of the previous fiscal year; as well as the formulation or modification of any business plan that contemplates the disposal of assets for an amount exceeding the aforementioned percentage. Likewise, the disposal of fifty percent or more of the assets of a subsidiary, provided that it represents at least twenty percent of the assets of the Company, as any disposal of its shares that implies that the parent company loses the status of controller; Five) The granting of real or personal guarantees to secure obligations of third parties, except if these were subsidiary companies, in which case the approval of the Board of Directors shall be sufficient and, Six) The other matters that by Law or by these Bylaws correspond to its knowledge or to the competence of the Shareholders' Meetings. The matters referred to in numbers one, two, three and four may only be resolved in Meetings held before a notary, who must certify that the minutes are a faithful expression of what occurred and was resolved at the meeting. Article Twenty-First Bis: Without prejudice to the provisions of the previous article, the following shall also be matters of the Extraordinary Meeting: a) The disposal of the assets or rights of the Company declared essential for its operation in the investment and financing policy, as well as the granting of guarantees over them; and b) The early modification of the investment and financing policy approved by the Ordinary Meeting. Article Twenty-Second: The Meetings shall be called by the Board of Directors of the Company and the notice shall be made by means of a prominent notice to be published, in the manner, occasions and time periods established by law. In addition, the fact that a shareholders' meeting will be held must be disseminated in the manner, occasions and time periods established by law or by the Financial Market Commission, , which must contain a reference to the date of the Shareholders' Meeting, to the matters to be dealt with therein, as well as the indication of the manner of obtaining complete copies of the documents that support the various options submitted to its vote, if any, which must also be made available to shareholders on the Company's website. The omission of this obligation shall not affect the validity of the notice, but the Directors, Liquidators and Managers of the offending Company shall be liable for the damages they may cause to shareholders, notwithstanding the administrative sanctions that the Financial Market Commission may apply to them. However, those Meetings attended by the totality of the issued shares with voting rights may self-convene and be validly held, even when the formalities required for their notice have not been complied with. The holding of every Shareholders' Meeting must be communicated to the Financial Market Commission in the manner, occasions and time periods determined by law or by the Financial Market Commission with no less than fifteen days' advance notice. For the holding of a Shareholders' Meeting, the Company may establish systems that allow participation and voting at a distance, provided that such systems duly safeguard shareholders' rights and the regularity of the voting process. Article Twenty-Third: The Meetings shall be constituted on first call, with the absolute majority of the issued shares with voting rights; and, on second call, with those that are present or represented, whatever their number, and resolutions shall be adopted by the absolute majority of the shares present or represented with voting rights. Notices of the second call may only be published once the Meeting to be held on first call has failed and, in any event, the new Meeting must be called to be held within the forty-five days following the date set for the Meeting not held. The Meetings shall be presided over by the Chairman of the Board of Directors or by whoever acts in his stead and the Secretary of the Meeting shall be the incumbent Secretary of the Board of Directors of the Company, when there is one, or the Manager, in his replacement. Article Twenty-Fourth: Resolutions of the Extraordinary Shareholders' Meeting relating to the amendment of the Bylaws shall require two thirds of the issued shares with voting rights. Article Twenty-Fifth: Only holders of shares registered in the Shareholders' Register at midnight of the fifth business day prior to that on which the respective Meeting is to be held may participate in Meetings and exercise their rights to speak and vote. Holders of shares without voting rights, as well as Directors and Managers who are not shareholders, may participate in the Meetings with the right to speak. Article Twenty-Six: The shareholders may cause themselves to be represented at the Meetings by means of another person even if such person is not a shareholder. The foregoing, without prejudice to the provisions of article forty-five bis of Decree Law number three thousand five hundred. The representation must be granted in writing for the totality of the shares of which the principal is the holder as of the date indicated in the preceding Article Twenty-Fifth. Article Twenty-Seven: The shareholders shall have the right to one vote per share that they own or represent, and may accumulate them or distribute them in the elections as they deem convenient. TITLE V Of the Directors' Committee and the Audit Committee Article Twenty-Eight: So long as the company meets the equity and concentration requirements established in article fifty bis, or in the one that succeeds or replaces it, of Law No. 18.046, it shall be obliged to designate an independent director and a Directors' Committee.- This Committee shall be governed, in its generation, composition, functioning and powers, by the provisions of the Corporations Law and by what is prescribed on the matter by the Commission for the Financial Market. Article Twenty-Nine: Without prejudice to the provisions of the preceding article, so long as the Company is a securities issuer duly registered with the New York Stock Exchange (NYSE) or any other U.S. national stock exchange, the generation, composition, functioning and powers of the Directors' Committee shall also be governed, in everything that is not contrary to the legislation of Chile, by what is mandatorily provided for the so-called "Audit Committees" in the Sarbanes Oxley Act (SOX) of the United States of America and by what is prescribed in this matter by the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE), or by the body or entity that ultimately corresponds in accordance with the legislation of the United States of America. In any event, in case of a conflict, discrepancy or irreconcilable or irremediable incompatibility between what is provided by Chilean legislation and U.S. legislation for the Directors' Committee and the Audit Committee, respectively, Chilean law shall prevail over foreign law, without prejudice to the fact that the Board of Directors may call an extraordinary shareholders' meeting to amend the bylaws if necessary and shall have the broadest powers, acting within its sphere of attributions, to resolve such conflict, discrepancy or incompatibility, to the extent that this is possible, through the creation of new committees and/or subcommittees, as well as through the delegation of part of its powers in accordance with the provisions of article 40 of the Corporations Law. The shareholders, directors and the Board of Directors of the Company must at all times ensure that the agreements and policies adopted by it are compatible and harmonious with the provisions of both legislations. Article Thirtieth: The Directors' Committee shall be composed of three members, the majority of whom must be independent according to the criteria and requirements that for these purposes are established in article fifty bis of Law No. 18.046, both at the time of their designation and throughout the entire period in which they serve as members of the Committee. Without prejudice to the foregoing, complementarily to the provisions of the preceding Article Twenty-Nine, so long as the Company is a securities issuer duly registered with the NYSE or any other U.S. national stock exchange, and in order to strictly comply with the legal and regulatory requirements entailed by such registration, all members of the Directors' Committee must additionally meet the criteria and requirements of independence prescribed for this purpose by the SOX, the SEC and the NYSE. Thus, no director who has been elected or designated as a member of the Directors' Committee may maintain any linkage, interest or dependence whatsoever with the Company, whether economic, professional, credit or commercial, whatever its amount or nature, nor receive, directly or indirectly, any income, remuneration or compensation whatsoever from the Company or any of its subsidiaries, that is not for such concept nor has as its sole and exclusive source the duties performed by him as a member of the Board of Directors, as a member of the Directors' Committee, or as a member of any other committee or subcommittee of directors of the company. Article Thirty-First: The loss of independence that, in accordance with the laws governing the Company and these bylaws, affects a member of the Committee, shall give rise to the supervening disqualification of the respective director to perform his position as director and member of the Directors' Committee, and therefore he shall automatically cease in such position, without prejudice to his liability vis-à-vis the shareholders. Article Thirty-Second: The directors designated as members of the Directors' Committee shall be so for the period of their appointment as Director, and may only resign from this position when they resign from the position of director or have acquired a supervening disqualification to perform their position, in which case the provisions of the preceding article shall apply. No director elected or designated to integrate the Directors' Committee may excuse himself from such election or designation. Article Thirty-Third: The meetings of the Directors' Committee shall be validly held with the absolute majority of the number of its members and its resolutions shall be adopted by the absolute majority of the members present. The Directors' Committee must elect from among its members a Chairman, who shall have a casting vote in case of a tie. Article Thirty-Four: The Committee shall have the powers and duties that have been expressly contemplated both in the laws and their regulations, and in the regulations that the competent administrative authority has issued for this purpose, in particular, those enumerated in article 50 bis of Law No. 18.046, as well as any other matter, assignment, power or duty entrusted to it by a shareholders' meeting or the board of directors. Article Thirty-Fifth: The deliberations, resolutions and organization of the Directors' Committee shall be governed, in everything applicable to them, by the rules relating to the sessions of the board of directors of the company. TITLE VI Balance Sheet, Funds and Profits Article Thirty-Sixth: As of the thirty-first of December of each year, a General Balance Sheet of the operations of the Company shall be prepared, which the Board of Directors shall present to the Ordinary Shareholders' Meeting, accompanied by a reasoned report regarding the situation of the Company and the profit and loss statement and the report that the external auditors submit in this respect. All these documents must clearly reflect the equity situation of the Company at the close of the respective fiscal year and the benefits obtained or the losses suffered during the same. Article Thirty-Seventh: On a date not later than that of the first notice of call for the Ordinary Meeting, the Board of Directors must make available to each of the shareholders registered in the respective Register a copy of the Balance Sheet and of the Company's Report, including the opinion of the external auditors and their respective notes. The general balance sheet and financial statements and report of the external auditors and the other information determined by law or by the Commission for the Financial Market shall be published on the Company's Internet site not less than ten days prior to the date on which the Meeting that will rule on them is held. In addition, the documents indicated must be submitted within that same period to the Commission for the Financial Market at the time and in the manner that it determines. The report, balance sheet, inventory, minutes of the Board of Directors and Meeting, books and reports of the external auditors must be available to the shareholders at the offices of the Company during the fifteen days prior to the date indicated for the Meeting. If the general balance sheet and profit and loss statement were altered by the Meeting, the modifications, as pertinent, shall be made available to the shareholders within the fifteen days following the date of the Meeting. Article Thirty-Eighth: Unless a different agreement is adopted at the respective Meeting, agreed by the unanimity of the issued shares, there shall be distributed annually, as a cash dividend to its shareholders, in proportion to their shares, at least thirty percent of the net profits of each fiscal year. In any event, the Board of Directors may, under the personal responsibility of the Directors who concur in the respective resolution, distribute interim dividends during the fiscal year charged against the profits of the same, provided that there are no accumulated losses. The portion of the profits that is not allocated by the Meeting to dividends may, at any time, be capitalized, prior amendment of the Bylaws, by means of the issuance of liberated shares or by the increase of the par value of the shares, or be allocated to the payment of eventual dividends in future fiscal years. TITLE VII Dissolution and Liquidation Article Thirty-Ninth: The dissolution of the Company shall take place in the cases provided for by Law. Early dissolution may only be agreed at an Extraordinary Shareholders' Meeting with the affirmative vote of two thirds of the issued shares with voting rights. Article Fortieth: Once the Company is dissolved, the liquidation shall be carried out by a Liquidating Committee made up of three persons, shareholders or not, elected by the Shareholders' Meeting, who shall have the powers, duties and obligations established in the Law or in the Regulations. If the Company were dissolved due to all the shares being held in one hand for an uninterrupted period exceeding ten days, liquidation shall not be necessary. Article Forty-First: The liquidators shall call an Ordinary Shareholders' Meeting in the month of April of each year, to report to them on the status of the liquidation. If within the period of two years the liquidation is not completed, a new election of liquidators shall proceed, and the same persons may be re-elected. The position of liquidators is remunerated and it corresponds to the Ordinary Shareholders' Meeting to set their remuneration. The position of liquidator is revocable by the Ordinary or Extraordinary Shareholders' Meeting. The liquidators shall cease in their position due to supervening legal incapacity or due to their declaration of bankruptcy. TITLE VIII General Provisions Article Forty-Second: The differences that arise among the shareholders in their capacity as such, or between these and the Company or its administrators, whether during its existence or liquidation, shall be resolved by an arbitrator appointed by mutual agreement of the parties, who shall have the character of arbitrator as to the procedure, but must decide in accordance with Law. If there is no such consensus, the arbitrator shall be appointed by the Ordinary Courts at the request of any of them, in which case the appointment may only fall upon attorneys who perform or have performed as professors of the chairs of Economic or Commercial Law in the Law Faculties of the Universities of Chile, Catholic of Chile and Catholic of Valparaíso for at least three consecutive years. The foregoing is without prejudice to the fact that, upon a conflict arising, the plaintiff may remove its knowledge from the competence of the arbitrator and submit it to the decision of the Ordinary Courts, a right that may not be exercised by the directors, managers, administrators and main executives of the Company, nor by those shareholders who individually hold, directly or indirectly, shares whose book or stock market value exceeds five thousand unidades de fomento, according to the value of said unit as of the date of filing of the complaint. Article Forty-Third: In the silence of these Bylaws and in everything not expressly provided for therein, the provisions of Law number eighteen thousand forty-six, its amendments and Regulations shall govern. Article Forty-Fourth: The Company shall continue to be subject to Resolution No. 667 of the Honorable Resolutive Commission, dated October 30, 2002; it being understood that (i) the restrictions it imposes shall not apply to the company with respect to Enel Chile S.A. and (ii) given that they are companies that will not participate in any way in relevant markets located in the Republic of Chile, the company may merge with Endesa Américas S.A. and Chilectra Américas S.A. TRANSITORY PROVISIONS First Transitory Article: The capital of the Company is the sum of fifteen thousand three hundred twenty-seven million two hundred eighty-two thousand seven hundred sixty-three dollars of the United States of America (US$15,327,282,763) divided into one hundred two thousand nine hundred eighty-eight million six hundred ninety-three thousand nine hundred forty-nine (102,988,693,949) ordinary, registered shares, all of the same series and with no par value, which has been subscribed and will be subscribed and has been paid and will be paid as follows: (a) with the sum of nine thousand seven hundred sixty-three million seventy-eight thousand six hundred ninety-nine dollars of the United States of America divided into seventy-six thousand eighty-six million three hundred eleven thousand thirty-six shares, fully subscribed and paid; (b) with the sum of six thousand thirty-six million, four hundred nineteen thousand eight hundred forty-five dollars of the United States of America, corresponding to thirty-one thousand one hundred ninety-five million, three hundred eighty-seven thousand five hundred twenty-five shares, which were issued charged to the capital increase agreed at an extraordinary shareholders' meeting of the Company dated eighteen of December of two thousand twenty, which agreed and approved the merger by incorporation of EGP Américas SpA into the Company. The merger took effect on April 1, 2021. As a consequence of the merger, the Company, as the absorbing entity, incorporated EGP Américas SpA, absorbing it and succeeding it in all its rights and obligations. The shares of the capital increase of the merger remained subscribed and paid charged to the incorporation of the equity that corresponded to the absorbed company. These shares were issued and delivered to the shareholder of EGP Américas SpA in accordance with the exchange ratio approved at the meeting; (c) minus the sum of two hundred seventy-one thousand seven hundred nineteen dollars of the United States of America, equivalent to one million eight hundred nine thousand thirty-one ordinary, registered shares, all of the same series and with no par value, which correspond to the number of shares with respect to which the dissenting shareholders exercised the appraisal right from Enel Américas S.A. upon prior payment by the Company of the value of their shares on the occasion of the approval of the merger of EGP Américas SpA into Enel Américas S.A., agreed at the Extraordinary Shareholders' Meeting dated 18 of December of 2020, which were reduced by operation of law for not having been disposed of within the term of one year counted from their acquisition; (d) minus the sum of four hundred seventy-one million nine hundred forty-four thousand sixty-two dollars of the United States of America (US$471,944,062), equivalent to four thousand two hundred ninety-one million one hundred ninety-five thousand five hundred eighty-one (4,291,195,581) ordinary, registered shares, all of the same series and with no par value, which correspond to the number of treasury shares acquired by the Company through the repurchase program approved at an Extraordinary Shareholders' Meeting held on 28 of August of 2025, which were cancelled early by resolution of the Extraordinary Shareholders' Meeting dated 30 of April of 2026.

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