Santiago, November 12th, 2020. The board of directors of Enel Américas, unanimously issued a statement today explaining that the merger by incorporation of EGP Américas into Enel Américas is in the company's social interest. In addition, the board resolved to call an Extraordinary Shareholders' Meeting of the company to be held on December 18, 2020 to submit for its decision the merger that aims to allow Enel Américas to control and consolidate the ownership of the business and renewable energy generation assets non-conventional than Enel Green Power SpA develops and owns in Central and South America (except Chile).
The board of directors has analyzed of the assessments of independent evaluators and appraisers and proposes an exchange ratio of 0.43 Enel Américas’ shares for each EGP Américas’ share, or other amount established at the Meeting within the range of 0.41 and 0.45 Enel Américas shares for each EGP Américas share.
The Shareholders' Meeting will also vote on the amendment of the company's bylaws, in particular the limitations and restrictions established in the bylaws by the application of Title XII of Decree Law 3500, with the exception of the Investment and Financing Policy, which remains unchanged in the corporate governance structure.
The merger will be subject, among other conditions precedent, to the fact that the withdrawal right that Enel Américas shareholders may exercise due to the merger does not exceed 10% of the shares issued with voting rights by the company.
In order to enable the virtual participation and voting of the shareholders in the Extraordinary Meeting, the board of directors of Enel Américas agreed to implement systems that comply with General Regulation No. 435 and Circular Letter No. 1,141 of the Financial Market Comission. In the summons to the Board and on the Enel Américas website, information will be provided in advance about the remote access process to the Board in order to facilitate participation in it.
In an extraordinary session held today, the company's board of directors has received and analyzed the collective report of the Committee of Directors of Enel Américas, as well as the individual statements issued by the current directors, all referring to the proposal of merger by incorporation announced on September 21.
All these documents, as well as the collective pronouncement of the board of directors, are available on the company's website www.enelamericas.com