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TWENTY-FOURTH REGULAR SHAREHOLDERS MEETING
OF
AGUAS ANDINAS S.A.
In Santiago, Chile on April 29, 2014, at 10:35 am. at the offices of AGUAS ANDINAS S.A. located in Avenida Presidente Balmaceda Nº 1398, 10th Floor, Santiago the Twenty-Fourth Regular Shareholders Meeting of AGUAS ANDINAS S.A. takes place. ---------------------- Presiding over the Meeting is Mr. Felipe Larraín Aspillaga, in his position as President of the Board of Director, acting as Secretary is the Corporate Manager of Legal Affairs, Mr. Camilo Larraín Sánchez. ----------------------------------------------------------------------------------------------------------- The President begins the Assembly of the Regular Shareholders Meeting, welcoming the present shareholders and thanking them for their attendance to the present meeting. ------- Following, the President indicates that the Secretary, Mr. Camilo Larraín, will proceed to read and inform about the various formalities that have been fulfilled to carry on the present Meeting. -------------------------------------------------------------------------------------------------
Formalities to Convene the Assembly.
It is noted that to carry on the present Meeting the following formalities have been fulfilled:
1. The Assembly was called upon by agreement of the Board of Directors adopted at
the meeting held on March 26, 2014. --------------------------------------------------------- 2. The Meeting was notified to the Securities Exchange Commission of Chile
(Superintendecia de Valores y Seguro), the Santiago Stock Exchange (Bolsa de Comercio Santiago), the Valparaiso Stock Exchange (la Bolsa de Corredores de Valparaíso), the Chilean Electronic Stock (la Bolsa Electronica de Chile) and to each of the shareholders, by letter dated April 11, 2014. -----------------------------------
3. The notices for this meeting were published in the newspaper “El Mercurio”, on April 11, 12 and 13, all in the year, 2014. The referred notices were made based on the agreement of the previous Regular Shareholders Meeting. -------------------------
4. During the 15 days prior to the celebration of this meeting the facts related to the matters that will be submitted to consideration by the Meeting, have been available to the shareholders at the offices of the company and on the site www.aguasandinas.cl. --------------------------------------------------------------------------------
5. In accordance with Article 62 of the Chilean Law “Ley de Sociedad Anónimas”, Nº18.046, and article 103 of the “Reglamento de Sociedades Anónimas” only the shareholders listed in the Registry of Shareholders of the Company, with at least 5 business days prior to this date, may participate, speak and vote in the meeting. This circumstance was noticed in the warning citation to this Meeting. ------------------
Attendance Record.
According to the Attendance Record, to the present meeting appear, personally or by power of attorney, the following Shareholders, for the number of shares detailed. ------------
Attendance Series Owned Share
Shares in Custody
Represented Shares
Total Shares
A.F.P. CAPITAL (SCHLESINGER CON ALLAN) AGUAS-A 0 0 22,578,642 22,578,642
ABARCA MEZA MARIA ANGELICA AGUAS-A 7,806 0 0 7,806
AGUILAR PINILLA CARLOS AGUAS-A 632,112 0 0 632,112
AGUILAR URREA GUSTAVO ELOY AGUAS-A 18 0 0 18
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AGURTO MUNOZ SERGIO GUSTAVO AGUAS-A 284,120 0 0 284,120
ALBORNOZ CONTRERAS CRISTIAN A AGUAS-A 43,076 0 0 43,076
ALIAGA RETAMALES CARLOS (SOC ALMENDRA LTDA) AGUAS-A 0 0 839,967 839,967
ALON ANACONA ANDRES AGUAS-A 271 0 0 271
ALVAREZ TORREALBA MIGUEL ANGEL AGUAS-A 450,866 0 0 450,866
ANDRADE VELASQUEZ GERMAN E AGUAS-A 234,820 0 0 234,820
APABLAZA RAMIREZ ANTONIO E AGUAS-A 88,067 0 0 88,067
AREVALO SANDOVAL JOSE ALEJANDRO AGUAS-A 70,000 0 0 70,000
AGUAS-B 7,000 0 0 7,000
AREVALO TOBAR JORGE ROBINSON AGUAS-A 460,114 0 0 460,114
ARIAS VALENZUELA CARLOS A AGUAS-A 128,122 0 0 128,122
ARRIETA SANHUEZA ROSA AGUAS-A 200,000 0 5,400 205,400
ASTORGA CANCINO ROSA LIDIA AGUAS-A 405,142 0 0 405,142
ASTORGA MENDEZ ALEJANDRO H AGUAS-A 523,514 0 0 523,514
BAEZ NARANJO PAMELA LORENA AGUAS-A 150,000 0 0 150,000
BALCAZAR PINA MARIA R AGUAS-A 12,502 0 0 12,502
BANCO DE CHILE TERCEROS (CAMINONDO EYSSAUTIER STEPHANIE) AGUAS-A 553,379,776 0 553,379,776
BANCO SANTANDER EXTRANJEROS (CAMINONDO EYSSAUTIER STEPHANIE) AGUAS-A 244,787,155 0 244,787,155
BANCO SANTANDER GLOBAL (CAMINONDO EYSSAUTIER STEPHANIE) AGUAS-A 4,808,023 0 4,808,023
BANCO SANTANDER LONDON (CAMINONDO EYSSAUTIER STEPHANIE) AGUAS-A 36,677,561 0 36,677,561
BARRIENTOS VILLEGAS MIRIAM AGUAS-A 0 970,793 970,793
BCO ITAU INVERSIONISTAS (POLANCO CASTRO ISMAEL) AGUAS-A 555,060,609 0 555,060,609
BELTRAN PULGAR IVAN (INVERSIONES SANTA ANA LTDA) AGUAS-A 0 978,016 978,016
BERNAL GONZALEZ SERGIO AGUAS-A 754,585 0 0 754,585
BERRIOS GOMEZ JORGE AGUAS-A 693,243 0 0 693,243
CALDERÓN ORELLANA LUIS AGUAS-A 0 4,000 4,000
CAROCA MUNOZ FERNANDO H AGUAS-A 503,822 0 0 503,822
CARVAJAL CAMPOS JUAN CARLOS AGUAS-A 594,906 0 0 594,906
CASTILLO GONZALEZ JOSE AGUAS-A 11,822 0 0 11,822
CISTERNA VALDES JUAN SANTIAGO AGUAS-A 740,896 0 0 740,896
CISTERNAS MUNOZ DANIEL JUSTO AGUAS-A 217,496 0 0 217,496
CORDOVA CASTRO FLAVIO LIBERATO AGUAS-A 14,550 0 0 14,550
CORTES COFRE LILIAN GEMA AGUAS-A 11,822 0 0 11,822
COSME SAGNIER JORGE (INV. AGUAS METROPOLITANAS S.A.) AGUAS-A 0 3,065,744,510 3,065,744,510
CUELLO ESCOBAR MARIA ANGELICA AGUAS-A 139,253 0 0 139,253
DELGADO CABEZAS JOSE AGUAS-A 200 0 0 200
DIAZ PINO MYRIAM AGUAS-A 674,176 0 0 674,176
DIAZ RIOS ALFONSO ARTURO AGUAS-A 244,773 0 0 244,773
ELIZONDO ARIAS CARLOS WASHINGTON AGUAS-A 2,700 0 0 2,700
ESPINOZA CASANOVA PATRICIO AGUAS-A 701,642 0 0 701,642
ESPINOZA LUFFIT JORGE AGUAS-A 963,971 0 0 963,971
FAUNDEZ PEREZ LUIS AGUAS-A 0 895,879 895,879
FIGUEROA AYALA JAVIER AGUAS-A 300,000 0 0 300,000
FIGUEROA SALGADO JOSE GONZALO AGUAS-A 70,510 0 0 70,510
FLORES BUSTAMANTE LAURA AGUAS-A 502,852 0 0 502,852
FLORES GONZALEZ EUGENIO AGUAS-A 11,822 0 0 11,822
FLORES POQUE OLGA DE LAS MERCEDES AGUAS-A 215,316 0 0 215,316
FOLLADOR COVARRUBIAS GILDA AGUAS-A 455,199 0 0 455,199
FUCHSLOCHER ARANCIBIA SERGIO AGUAS-A 1,000 0 148,151 149,151
FUENTES MARTINEZ OSCAR RAMON AGUAS-A 967,005 0 0 967,005
FUENTES VALDERAS ALICIA AGUAS-A 0 471 471
FUENTES VERGARA GLORIA DANCY AGUAS-A 779,570 0 0 779,570
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GAETE WINKELMANN CARLOSJ AGUAS-A 23,612 0 0 23,612
GARCES ARANCIBIA FERNANDO AGUAS-A 11,259 0 0 11,259
GARCIA-HUIDOBRO JAVIERA AGUAS-A 0 1,300,000 1,300,000
GARRIDO GONZALEZ GABRIEL AGUAS-A 0 2,304,968 2,304,968
GIBBS GONZALEZ PEGGY ELIZABETH AGUAS-A 548,631 0 0 548,631
GOMEZ AEDO EDUARDO SALUSTIO AGUAS-A 85,956 0 0 85,956
GONZALEZ GONZALEZ JUAN CARLOS AGUAS-A 151,690 0 0 151,690
GONZALEZ IBARRA BLANCA AGUAS-A 144,659 0 0 144,659
GONZALEZ LEIVA JOSE GREGORIO AGUAS-A 596,185 0 0 596,185
GONZALEZ QUIROZ CARLOS IVAN AGUAS-A 850,530 0 183,921 1,034,451
GOSTHE RISCO ALEJANDRA JUDITH AGUAS-A 40,269 0 532,293 572,562
GRANT CORTES ELIZABETH AGUAS-A 78,888 0 0 78,888
GRAU MASCAYANO FRANCISCO AGUAS-A 61 0 825,435 825,496
HERNANDEZ HERNANDEZ CARLOS OMAR AGUAS-A 283,817 0 0 283,817
HERRERA CRUZ BARBARA PAULA AGUAS-A 20,000 0 0 20,000
HERRERA MARDONES LUIS PABLO AGUAS-A 13,325 0 0 13,325
HIDALGO ALBORNOZ MAURICIO ANTONIO AGUAS-A 2,670 0 0 2,670
JORQUERA ALLENDES ALEJANDRA AGUAS-A 18,800 0 0 18,800
LABBE FREDES SERGIO O AGUAS-A 462,144 0 0 462,144
LARRAIN ASPILLAGA FELIPE AGUAS-A 0 97,273,696 97,273,696
LARRAIN DELGADO PATRICIO (CORFO) AGUAS-B 0 305,948,258 305,948,258
LARRONDO RENCORET ENRIQUE AGUAS-A 180,000 0 180,000 360,000
LEON BURGOS JESSICA LORENA AGUAS-A 222,034 0 0 222,034
LLANQUITRUF BARRIGA CARLOS JUVENAL AGUAS-A 1,104,486 0 0 1,104,486
LOBOS RODRIGUEZ JOAQUIN ADRIAN AGUAS-A 646,648 0 0 646,648
LOPEZ ZAMORA VICTOR PATRICIO AGUAS-A 658,293 0 0 658,293
MALUENDA VIDELA EDUARDO EUGENIO AGUAS-A 642,091 0 0 642,091
MANUBENS MOLTEDO RODRIGO AGUAS-A 0 20,206,989 20,206,989
MARTIN AIQUEL ANDRES AGUAS-A 0 541,065 541,065
MARTIN AIQUEL ELIO (INV. NALON LTDA.) AGUAS-A 0 659,869 659,869
MATURANA BELLO JUAN MANUEL (INV. PRINCESAS LTDA.) AGUAS-A 0 870,124 870,124
MEDEL LANTADILLA FELIX AGUAS-A 637,134 0 0 637,134
MENANTEAU SALINAS RODRIGO ANTONIO AGUAS-A 320 0 0 320
MEYER BRICENO ADOLFO RUBEN AGUAS-A 254,772 0 860,567 1,115,339
MILLAN GUAJARDO MARIA EUGENIA AGUAS-A 13,650 0 0 13,650
MIRANDA CORREA GERARDO HUMBERTO AGUAS-A 873,166 0 0 873,166
MIRANDA DASSORI MARCELA P AGUAS-A 538,604 0 0 538,604
MIRANDA MORALES MIGUEL ANGEL AGUAS-A 181,440 0 0 181,440
MORA CARRERA CRISTIAN AGUAS-A 645,820 0 0 645,820
MORENO VILLALOBOS ROMMY AGUAS-A 64,300 0 0 64,300
MOYA GOMEZ IGNACIO ADRIAN AGUAS-A 13,000 0 0 13,000
NEIRA NUNEZ JUAN LEONEL AGUAS-A 620,749 0 353,452 974,201
OLAETA UNDABARRENA IGNACIO ANTONIO AGUAS-A 43,080 0 0 43,080
ORTIZ ANDRADE ROBERTO ENRIQUE AGUAS-A 61,890 0 0 61,890
OYARCE SOLIS JUAN ENRIQUE AGUAS-A 678,109 0 0 678,109
PACHECO CACERES MANUEL AGUAS-A 400,000 0 0 400,000
PADILLA ORMAZABAL ISMAELA DE LAS MERCEDES AGUAS-A 201,245 0 0 201,245
PENA JEREZ IRENE DEL ROSARIO AGUAS-A 7,810 0 0 7,810
PENA PARSONS JUAN ENRIQUE AGUAS-A 698,886 0 0 698,886
PENCO TORTI LUIS ALBERTO AGUAS-A 1,000,000 0 61,771 1,061,771
PIZARRO MUNOZ FELIX ORLANDO AGUAS-A 954,856 0 0 954,856
PONCE BRAVO SUSANA AGUAS-A 29,322 0 0 29,322
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PRADEL VILCHES GLADYS AGUAS-A 13,150 0 0 13,150
RAMIREZ CABEZAS MARTA AGUAS-A 10,200 0 0 10,200
RETAMALES PINA PEDRO ANTONIO AGUAS-A 228,465 0 0 228,465
REYES CEA RODRIGO ANDRES AGUAS-A 123,451 0 0 123,451
REYES MOYANO JESSICA PAMELA AGUAS-A 314,241 0 0 314,241
RIQUELME CORREA GERMAN EDGAR AGUAS-A 208,603 0 0 208,603
RIVERA OLGUIN VICTOR HUGO AGUAS-A 1,161,138 0 0 1,161,138
RIVERA SUAREZ MIRNA VERONICA AGUAS-A 993,424 0 0 993,424
ROJAS LORCA GUILLERMO CRISTIAN AGUAS-A 250,041 0 0 250,041
ROZAS VARAS SERGIO SEGUNDO AGUAS-A 665,639 0 0 665,639
RUBIO CONTRERAS MARIO HERNAN AGUAS-A 643,375 0 0 643,375
SAAVEDRA GUERRERO DANIEL AGUAS-A 1,000 0 0 1,000
SAGREDO MARTINEZ LUIS AGUAS-A 40,374 0 0 40,374
SALAS MELLA CARIL AGUAS-A 734,880 0 0 734,880
SALAZAR FONSECA JAIME AGUAS-A 400 0 0 400
SALGADO REYES OLIVIA DEL CARMEN AGUAS-A 1,905 0 37,052 38,957
SALINAS PENALOZA JOSE MANUEL AGUAS-A 5,530 0 0 5,530
SANCHEZ AZOCAR IVAN EDUARDO AGUAS-A 925,268 0 0 925,268
SANCHEZ SILVA LUIS ALEJANDRO AGUAS-A 448,874 0 0 448,874
SANDOVAL VERA PEDRO GABRIEL AGUAS-A 777,694 0 0 777,694
SANHUEZA HERRERA PATRICIO AGUAS-A 258,348 0 0 258,348
SANTANDER LOPEZ ALBERTO ENRIQUE AGUAS-A 662,244 0 0 662,244
SANTOLALLA GARCIA JAIME AGUAS-A 70,000 0 0 70,000
SEPULVEDA TOLEDO PEDRO DANIEL AGUAS-A 33,055 0 823,580 856,635
SERRANO MARTINEZ ENRIQUE AGUAS-A 1,004,739 0 571,047 1,575,786
SILVA CORREA JUNIOR REYNALDO AGUAS-A 759,517 0 0 759,517
SILVA OPAZO DAVID GERARDO AGUAS-A 706,874 0 0 706,874
STIEPOVICH GONZALEZ SARA AGUAS-A 15,100 0 924,781 939,881
TAPIA LOPEZ CLOTILDE DEL CARMEN AGUAS-A 481,377 0 0 481,377
TOBAR BERRIOS JOSE MIGUEL AGUAS-A 122,293 0 821,138 943,431
TORRES ARANDA CLARA AGUAS-A 734,609 0 0 734,609
TORTELLO MANETTI FLAVIO ALFREDO AGUAS-A 1,000 0 0 1,000
TRIPAINAN MARILEO CARLOS FIDEL AGUAS-A 476,472 0 0 476,472
TRKOVIC MORENO YOVAN RAMON AGUAS-A 37,740 0 0 37,740
TRUJILLO MIQUELES LUISA AGUAS-A 1,000 0 0 1,000
UBILLA VERA TERESA AGUAS-A 0 0 652,490 652,490
UMANA SAAVEDRA GABRIEL ANGEL AGUAS-A 722,961 0 0 722,961
URIBE GONZALEZ DANIEL ANTONIO AGUAS-A 390,802 0 0 390,802
URZUA IBACETA RONARDO ARTURO AGUAS-A 696,073 0 0 696,073
VALENZUELA PUGA SERGIO MANUEL AGUAS-A 1,453,000 0 0 1,453,000
VALENZUELA SAAVEDRA LEONARDO AGUAS-A 771,177 0 0 771,177
VARGAS JAQUE MARIA INES AGUAS-A 28,000 0 0 28,000
VASQUEZ TORRES NESTOR ORLANDO AGUAS-A 784,674 0 0 784,674
VEGA TRONCOSO CARMEN GLORIA AGUAS-A 46,699 0 0 46,699
VICUNA PRIETO RAIMUNDO NICOLAS AGUAS-A 20,000 0 0 20,000
VILCHES CONTRERAS JOSE FRANCISCO AGUAS-A 348,989 0 0 348,989
VILLARROEL MARTINEZ MARIA AGUAS-A 0 0 374,984 374,984
ZAMORANO CESPED CARLOS HUMBERTO AGUAS-A 290,431 0 0 290,431
ZAMORANO POLANCO JOSE FRANCISCO AGUAS-A 538,489 0 0 538,489
ZAPATA VILLASECA JOHNNY AGUAS-A 666,017 0 0 666,017
ZELADA MORRA VICTOR MANUEL AGUAS-A 2,290 0 0 2,290
ZUNIGA RAMOS RAQUEL MAGALY AGUAS-A 5,657 0 0 5,657
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TOTALS 47,652,161 1,394,713,124 3,528,473,309 4,970,838,594
Consequently, there appeared personally or by power of attorney: -------------------------------------
- 4,664,883,336 shares of the A series. -----------------------------------------------------------
- 305,955,258 shares of the B series. -----------------------------------------------------------
Therefore assist personally or represented, 4,664,883,336 shares of the A series, that represent 80.276368% of that series and 305,955,258 shares of the B series that represent 99.356851% of that series. According to the above, attend personally or represented a total of 4,970,838,594 shares, that represent the 81.236589% of the 6,118,965,160 shares that to this date the Company has issued, subscribed and paid .------
In accordance with Article 61 of the Chilean Law “Ley de Sociedades Anonima” Nº18.046 and article 33 of the Bylaws, there is enough quorum to carry on the present Regular Shareholders Meeting.-----------------------------------------------------------------------------------------
Representatives of the Securities Exchange Commission of Chile (Superintendencia de Valores y Seguros). It is noted that no one appeared on behalf of the Securities Exchange Commission of Chile (Superintendencia de Valores y Seguros.)----------------------------------------------------------------
Representatives of the Pension Fund Administrators. The Secretary informs that in accordance with article “45 bis of DL 3.500”, if a representative of a Pension Fund Administrator is present they will always have to refer to the matters that are submitted to consideration in the Meeting. Their votes will be recorded in the corresponding minutes. -------------------------------------------------------------------
It is noted that after consulting the Assembly the following representatives of Pension Fund Administrators have been identified as such: ------------------------------------------------------------
- Don Allan Schlesinger Con, on behalf of AFP CAPITAL. ---------------------
Powers of Attorney. Regarding the powers of attorney submitted to appear to this Regular Shareholders Meeting, the Secretary indicates that they have been reviewed and considered legally binding in accordance to what is stated in articles 110 and following of the “Reglamento de Sociedades Anónimas”. ---------------------------------------------------------------------------------------- Also, letters of instructions on how to vote from the following Banks have been received, in their condition of representatives of third-party accounts as shown in the shareholders registry.
- Banco de Chile, on behalf of non-resident third-party accounts. --------------------------
- Banco Santander, on behalf of the foreign investors account, of HSBC Global Custody Clients S/C, and HSBC Bank PLC London Client Account. ---------------------
- Banco Itaú, on behalf of the investors. -----------------------------------------------------
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It is informed to the Assembly that when voting takes place the referred instructions will be evidenced. --------------------------------------------------------------------------------------------------------
Minutes Approval. The Secretary mentions that as stated in Article 72 of Chilean Law “Ley de Sociedades Anonima” Nº 18.046, the present minute must be signed by the President, the Secretary and three shareholders elected by the Meeting. He also states that in accordance with article 122 of the “Reglamento de Sociedades Anónimas” and the “Circular N° 1291 de la Superintendencia de Valores y Seguros”, dated July 31, 1996, the following shareholders are proposed to the Board of Directors, so that at least three of them sign the minute together with the President and Secretary , in order to obtain prompt issuance of the minutes. -----------------------------------------------------------------------------------------------------------
- Inversiones Aguas Metropolitanas S.A., represented by Mr. Jorge Cosme Sagnier Guimón. ---------------------------------------------------------------------------------------
- Gilda Follador Covarrubias, representing himself. --------------------------------------------
- Blanca González Ibarra, representing himself. -------------------------------------------------
- Inversiones Licanray Limitada, represented by Mrs. Sara Stiepovich González. -----
- Corporación de Fomento de la Producción (CORFO), represented by Mr. Patricio Larraín Delgado. ----------------------------------------------------------------------------
The Shareholders agree unanimously, with the express vote of the representatives of the Pension Fund Administrators present in the room, that the minutes will be signed on behalf of the Shareholders by any three of the mentioned individuals. -----
Voting System. Regarding the matters that have to be submitted to the knowledge and approval of the Meeting, it has been proposed, based on the ruling of the Superintendencia de Valores y Seguros “Oficio Ordinario N° 4948” of April 8, 2010, the use of a voice voting system, since it has the characteristics of simultaneity that the law requires. Only, the votes issued against a proposition, if there are any, will be recorded. Therefore if there are no votes against, those matters will be understand as approved unanimously. ----------------------------- The shareholders approve the proposal, with the express vote of the present representatives of the Pension Fund Administrators.---------------------------------------------
Incorporation of the Meeting.
According with what has been exposed by the Secretary regarding the fulfillment of the formalities required for the validity in the holding of the present Meeting and due to the existence of a higher quorum then the one established by the law and the bylaws for this meeting, the President declares the present Regular Shareholders Meeting constituted.----
President’s Statement
Prior to exposure and development of the Chart of the Meeting, the President addresses the Assembly in relation to the Company’s 2013 financial year. ------------------------------------
He beings by referring to the difficult start of year that the Company had. Meanwhile we were preparing for the celebration of the historical event that 100% of the wastewater was treated in the urban areas of the metropolitan region, due to force majeure events, that occurred the first two months of the year, the Company was forced to make massive and unscheduled interruptions of the service affecting a significant portion of the individuals of
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the Gran Santiago. It is for these reasons that, overcomed the crisis, a series of initiatives were adopted with the objective to regain the trust of our customers. ----------------------------
With this purpose in mind, the securities of the service and the communication channels had to be strengthen, also the management to address emergencies caused by force majeure events was redesigned. All this has helped to start this 2014 with continuous service and high quality standards. -----------------------------------------------------------------------------------------
In this context, he adds that, despite the efforts of the Company to provide the system with greater safety, nature constantly reminds us that investments are not sufficient guarantee. Examples of this are the droughts, the convective rains of the summer, the recent earthquake in the North and the tragic fire of Valparaiso. Today, the ability to reach agreements, collaboration and partnerships is becoming more strategic in the management of a Company and more decisive in fulfilling their commitments. The President takes this instance, to acknowledge the commitment and collaboration, of workers in the Grupo Agua, to the victims of Iquique and Valparaiso. --------------------------
He then notes that in spite of the drought of the last five years, the level reserves of the reservoir El Yeso, were recuperated. Due to this are city has secured the supply of drinking water throughout 2014 and part of 2015, in spite of the hydrological situation.-------
Then, he mentions the decontamination of all the wastewater from Gran Santiago and the interest of the Company in understanding the effects of climate change on glaciers in the Metropolitan Region. He adds that during the year 2013, the Company made a number of efforts to improve its corporate governance, such as updating the bylaws, adapting corporate governance practices proposed by the Securities Exchange Commission of Chile (Superintendecia de Valores y Seguro) through its “Norma de Carácter General N° 341”, such as the evaluation of the performance of the Board by an external entity, the annual review of the information that the Company provides to the market, among others. -----------
Finally, he mentions the characteristics of the company these days, and how the Company has all the supplies needed to be a better company: the willingness to learn, self-criticism and especially the urge to be better. -----------------------------------------------------------------------
Statement of the General Manager
The President, gave the floor to the General Manager, Mr. Jordi Valls Riera, who will speak on the results, management, administration and other matters related of the Company during the last year. -------------------------------------------------------------------------------
Mr. Valls begins his statement and presents a video that shows the main activities that the Company does daily. ------------------------------------------------------------------------------------------
He then explains that events that marked the year 2013, highlighting the, strengthening of the service by, incorporating new technology, infrastructure and a plan for managing force majeure events, the, strengthening of the commitment with customers and with most vulnerable communities, the empowerment of the skills of the workers, and the obtainment of financial results that allow the necessary investments to maintain quality standards. ----- He also refers to the advances made in the customer’s area, noting the incorporation of 55.000 new clients and the implementation of a new invoice system, Aquacis, which brings together in one tool all the information of our customers. ------------------------------------------ In relation to the continuity of the service, he mentions the main events of the year, including the increasing of the production due to the growth of the urban population; the 100% sanitation of the wastewater in the city, which positions Santiago as the first city in Latin America to treat all of its wastewater; and the construction of securities works to confront turbidity events, a process which will run until 2018 and will increase the supplies autonomy to a total of 32 hours. He explains the predictive, operational and communicational measures implemented to deal with emergency situations, the drought plan that has guaranteed the water supply since 2011 and 2015, the expanding of the Treatment Wastewater Plant Mapocho, and the full compliance of Aguas Andinas regarding the regulatory requirements in relation to water quality. ---------------------------------
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In relation to the workers, the General Manager indicates the importance that they have for the Company, and emphasizes the implementation of a new evaluation process called “Gestión del Talento y Conocimiento”, the recognition that the Company has received in the prevention of risks, and the increment of training hours devoted in comparison to previous year. He also highlights the importance of internal promotion. -------------------------- Regarding the relationship with the community, he refers to the various initiatives launched during this year, including the campaigns “Aguas Andinas en Mi Barrio” and “Cuenta Amiga”, the delivery of competitive funding to improve the surrounding areas of the treatment plants, the strengthening of working tables with different communities, and educational programs focused on schools and neighbors. ------------------------------------------- He refers to the sixth pricing process done by Aguas Andinas and its sanitation subsidiaries with the Sanitation Services Commission (Superintendencia de Servicios Sanitarios), and explains the schedule of activities and next steps involved in this process.- He concludes his presentation by referring to the financial management of the Company during the year 2013. He states that the profits obtained were 116,676 million pesos, explaining that the decline in comparison to the previous year is mainly due to the majeure force events that occurred during the first trimester of 2013. With respect to EBITDA, this amounted to 247,277 million pesos, which allow the Company to finance its investments, meet its financial commitments and maintain a strong credit classification.--------------------
Chart of the Meeting.
The Secretary informs that as mentioned in the notices sent to the shareholders and in the publications made, the Meeting must refer to the following matters: -------------------------------
1. Review of the External Auditors Company report, comment about the Company’s Annual Report and the financial statements corresponding to the financial year from January 1 to December 31, 2013.-------------------------------------------
2. Agree the profits distributions and the share of dividends for the 2013 financial year. ----------------------------------------------------------------------
3. Reference to the dividends policy of the company. -------------------------------------------
4. Inform about the transactions between related parties (Title XVI of the Chilean Law 18.046) ----------------------------------------------------------------------------------
5. Designate independent External Auditors for the 2014 financial year.--------------------
6. Designate Risk Assessment Entities for the 2014 financial year.----------------------
7. Determine the remunerations for the Directors during the 2014 financial year.-----
8. Detail of the Board’s expense account during the 2013 financial year.------------------
9. Determine the remuneration and expense budget of the Board of Directors for the 2014 financial year.------------------------------------------------------------------------------------
10. Detail of activities and expense account of the Board of Directors during the 2013 financial year.------------------------------------------------------------------------------------
11. Designate the newspaper in which the notices will be posted to: call the shareholders to future meetings, the distributions of dividends, balances and other matters of interest to shareholders.---------------------------------------------------------------
12. Other matters of interest that are of the Meetings competence. ---------------------------
As follows, the development of the Chart. -----------------------------------------------------------------
1.- Status of the Company, report of the external auditors, annual report, balance sheet and financial statements for the financial year from January 1 to December 31, 2013.
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Secretary mentions that the annual memory, balance sheet and other financial statements of the Company for the year 2013 that are subject to the Board’s approval, have been available to the shareholders and properly published on the website of the Company.-------
He then informs to the shareholders that the external auditors firm of the company, Ernst & Young, in a report dated March 26, 2014, signed by the partner Mr. Luis Vila, reported that the financial statements of the Company present, in all material aspects, the financial position as of December 31, 2013. -------------------------------------------------------------------------
Then, in accordance with the statements of the General Manager of the Company, who has previously referred to the annual report, balance sheet and financial statements of Company. for the 2013 financial year, this information is submitted to the consideration of the shareholders approval. ---------------------------------------------------------------------------------
The proposal was approved unanimously; it is recorded that all the representatives of the AFP present in the room voted in favor , and that the vote of the various representatives of third-party accounts, as recorded in the registry of shareholders, is the one that has been delivered to the company, informing that it represents the one mentioned in the respective instruction letters. ----------------------------------------------
As a result of the balance approved for the year 2013, it is noted that the paid capital of the
Company is $155,567,353,596. as provided in Article 10 of the Chilean law “Ley de
Sociedad Anónimas”.--------------------------------------------------------------------------------------------
2.- Profit and dividends distribution for the 2013 financial year.
It is proposed to the Meeting the distribution of the 100% of the net profits earned by the company in the 2013 financial year, these amounts to $ 116,675,534,488. ---------------------
It is stated that, as agreed by the Board of Directors, during the past Meeting held on November 26, 2013, the Company distributed a provisory dividend, with charge to the profits of the last financial year, for an amount of $ 37,000,158,529, corresponding to a dividend of $ 6.04680 per share.----------------------------------------------------
Considering the distribution of provisory dividend indicated, the distributable profit is $79,675,351,297, which will mean a dividend of $ 13.02105 per share, to be paid on May 26, 2014. It is noted that the $24,662 that are left, correspond to the difference of share distribution, this will be charged to the account of accumulated profit. ----------------------------
It is noted that the $ 24,662 remaining, correspond to the difference in the distribution of dividends, will be charged to the retained earnings account. ----------------------------------------
The payment arrangements are the following: -------------------------------------------------------- 1. Bank deposit for who requested through writing to “DCV Registros S.A.” 2. Nominative cheque or bank draft, sent by certified mail to the shareholders address that appears in the Registry of Shareholders, to who requested in writing to “DCV Registros S.A.” 3. Cheque or bank draft which may be withdrawn at the offices of “DCV Registros S.A.”, or in the Bank and branches determined for this purpose. This will be reported in the notice on the payment of dividends that will be published.
If the distribution proposed is approved by the Meeting, the equity accounts of the company would be as exposed on the screen: ----------------------------------------------------------
If the distribution proposed is approved by the Meeting, the equity accounts of the company would be as exposed on the screen: ----------------------------------------------------------
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Paid Capital $155,567,353,596
Share Premiums $164,064,038,163
Other Equity Participations $(5,965,550,209)
Accumulated Earnings $223,199,893,807
Equity $536,865,735,357
This subject is discussed and it is proposed to the Meeting that the distribution of the profit of the financial year, the share of the dividends and the payment procedure should be the one described above. -------------------------------------------------------------------------------------------
The proposal is approved, with 1,708,853 votes against from Banco de Chile, in its position as third-party non-resident representative, and with 53,364,595 votes against from Banco Itaú, in its position as investment representative; it is recorded that all the representatives of the AFP present in the room voted in favor , and that the vote of the various representatives of third-party accounts, as recorded in the registry of shareholders, is the one that has been delivered to the company informing that it represents the one mentioned in the respective instruction letters. –
3.- Reference to the dividends policy of the company.
As ordered in the “Circular 687”, dated February 13 of 1987, of the Securities Exchange Commission of Chile (Superintendencia de Valores y Seguro), it is informed to the present Meeting that the Board has agreed as mandatory dividend policy of the company to distribute 30% of the net profit of the financial year, and the remaining 70% as an additional dividend. This, only if the current level of capitalization of the company is maintained and the proposed policy is consistent with the policies and funding investment to be determined in the financial year.----------------------------------
The Board, to this date, has not provided the distribution of interim dividends.------------------
Nevertheless, if in the course of this financial year the company's board considers relevant to change substantially this dividend policy, this will be communicated, as an essential matter, to the Securities Exchange Commission of Chile (Superintendecia de Valores y Seguro), according to what is stipulated in the “Circular 687”. ---------------------------------------
Finally, it is informed to the Meeting that there are no agreements with financial creditors or of any other kind, or agreements of profit capitalization that may restrict in any way the dividends policy explained above.---------------------------------------------------------------------------
Nevertheless, it is noted, that as stipulated in the contract of, non rotating, credit line opening, (contrato de apertura de línea de crédito no rotativa,) signed with the bank “Banco Bilboa Vizcaya Argentaria,” Chile, in the event of a breach of the obligations contracted the Company may distribute only the minimum mandatory dividend provided by law. ------------------------------------------------------------------------------------------------------------------
As a result of the above, the obligation to inform to the Regular Shareholders Meeting the company’s dividend policy was accomplished .-----------------------------------
4.- Report on the transactions referred to in the Title XVI of the Chilean Law Nº
18.046.
It is reported to the Meeting that during the year 2013 the following contracts with related parties were approved since they fulfilled the requirements and formalities provided by law. They were approved in the way that will be described. ------------------------------------------------
1. In a regular Director’s meeting, dated February 26, 2013, was approved unanimously by the members present, the assignation of the contract “servicios de
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vaciado, limpieza y mantenimiento del digestor anaeróbico de lodos de la Planta de Tratamiento de Aguas Servidas Talagante”, to Aqualogy Medioambiente Chile S.A. The contract value amounts to 17,369 UF. That contract was reported favorably by the Committee of Directors of the Company at its meeting held on February 25, 2013. ------------------------------------------------------------------------------------
2. In a regular Director’s meeting, dated March 26, 2013, was approved unanimously by the members present, the following transactions with related parties: ------------
a. The assignation of the contract for the services of mechanical cleaning of large collectors for the Company and its related companies, to Gestión y Servicios S.A. The contract price amounts to $ 80,000,000 plus VAT, of which approximately $ 77,000,000 would be paid by the Company. The estimate time for the executions of the work is 90 calendar days. --------------
b. The assignation of the contract called ““Implantación del Proceso Gestión de Talentos” Company and its related companies to Aqualogy Development Network S.A. The contract price amounts to 36,342 UF annually, for the years 2013, 2014, and 2015. Its term is for a period of three years, renewable for up to three periods, of one year each. The contract was reported favorably by the Committee of Directors of the Company at its meeting held on March 25, 2013. -------------------------------------------------------
c. The assignation of the contract “para el control y seguimiento de la explotación de presas embalse El Yeso y tranque La Dehesa”, for the Company and its subsidiary Aguas Cordillera S.A., to Aqualogy Aqua Ambiente Servicios Integrales S.A. The contract has a cost for the Company of 4,238,72 UF, whose term extends until 2016. The contract was reported favorably by the Committee of Directors of the Company at its meeting held on March 25, 2013. ---------------------------------------------
3. In a regular Director’s meeting, dated April 23, 2013, it was approved unanimously by the members present, the assignation for the contract called "“Mantenimiento evolutivo del sistema Aquacis”, to Asterion S.A., its value amounts to 26.180 UF plus VAT. The contract was reported favorably by the Committee of Directors of the Company at its meeting held on April 22, 2013. ------------------------- ---------------------
4. In a regular Director’s meeting, dated Mary 28, 2013, it was approved unanimously by the members present, the hiring of Ecoriles S.A. for the construction of the “West Quilicura 3 Arsenic Adsorption/Abatement Well”, its Price amounts to $1,000,000,000.-------------------------------------------------------------------------------------
5. In a regular Director’s meeting, dated June 18, 2013, it was approved unanimously by the members present, the hiring of the service of “Olfatometría Dinámica” for the subsidiary Análisis Ambientales S.A., to Labaqua S.A. The project’s implementation period is six months and has a total value of $ 44,021,148. The contract was reported favorably by the Committee of Directors of the Company at its meeting held on June 17, 2013. ---------------
6. In a regular Director’s meeting, dated July 23, 2013, it was approved unanimously by the members present, the following operations with related parties:
a. The contract modification of “biogas” supply and the rental of property celebrated between the Company and its subsidiary Aguas del Maipo S.A., its objective was to increase the minimum volume delivery of biogas from 325,000,000,000 of BTU to 560,000,000,000 of BTU, and increase the surface of the rent property from 600 m2 to 1450 m2, at a monthly rent of 24 UF. ----------------------------------------------------------------------------------------
b. The amendment of the contract to supply pipes and accessories for drinking water and wastewater, celebrated between the Company and Aqualogy Solutions Chile Limitada, which aimed to increase the contract price in the additional amount of $ 180,000,000, to ensure the supply of net materials for the second half of the year. The contract amendment was reported favorably by the Committee of Directors of the Company at its meeting held on July 22, 2013. ---------------------------------------------------------------------------
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7. In a regular Director’s meeting, dated September 23, 2013, it was approved unanimously by the members present, the assignation for the contract for provision of services of "Ice Pigging" to Aqualogy Medioambiente Chile S.A., whose price amounts $ 6,459 per lineal meter of network that must be cleaned, which means a net total price of approximately $1,200,000,000, for a term of two years, renewable for one additional year. The contract was reported favorably by the Committee of Directors of the Company at its meeting held on September 24, 2013. -----------------
8. In a regular Director’s meeting, dated November 26, 2013, it was approved unanimously by the members present, the following transactions with related parties:
a. The assignation of the contract to supply parts and accessories for red of drinking water and wastewater and sewerage, to eight companies, including a Aqualogy Solutions Chile Limitada. That contract is in the form of unit prices, for a total price of $ 917,613,771, and will last 12 months, renewable for two equal and successive periods of 12 months each. The contract was reported favorably by the Committee of Directors of the Company at its meeting held on November 25, 2013. -------------------------------------------------
b. The assignation of the contract to provide services of unit washing treatment units of the Modules 2 and 3, to its subsidiary Gestión y Servicios S.A. The contract has an annual value of $ 89,572,738, and will run for two years, renewable for two equal and successive periods of one year each. The contract was reported favorably by the Committee of Directors of the Company at its meeting held on November 25, 2013. -----------------------------
Consequently the obligation to inform, to the Regular Shareholders Meeting, the operations of the Title XVI of the Chilean law Nº 18.046 were fulfilled. ----------------------
5.- Designate independent External Auditors in order to examine the accounting, inventory, balance sheet and other financial statements of the Company for the 2014 financial year.
It’s the duty of the Regular Shareholders Meeting to appoint external auditors in order to examine the accounting, inventory, balance sheet and other financial statements of the company for the 2014 financial year. ---------------------------------------------------------------
In accordance with the stipulations of the “Oficio Circular N°718 and N° 764”, dated February 10 and December 21, 2012, both of the Securities Exchange Commission of Chile (Superintendecia de Valores y Seguro), the Board of the Company has requested 2 proposals to the main external audit firms in the country: Ernst & Young and Deloitte. -------
The mentioned companies are among the most important external audit firms of the national and international market, they have an expertise in the country, international support, and they have been audited or they audit companies from thee sanitary industry. They all meet the requirements of independence and expertise to preform the required assignment and are registered in the “Registry of External Auditing Companies of the Superintendency of Securities and Insurance”, so that they have been accredited to the respective authorities. ---------------------------------------------------------------------------------------
The differentiating facts of the proposals received, mainly refer to the hours provided by each company to develop the commission, and the price proposed. The one proposed by Ernst & Young is lower than the one proposed by Deloitte.----------------------------------- In addition, Ernst & Young is a company of professional services leader in the world, it was external auditor of the Company and its subsidiaries in the year 2011, and today audits Sociedad General Aguas de Barcelona and Suez Environement S.A., parent companies of Grupo Aguas. This demonstrates experience in the sanitary category group.------------------
Finally the proposal of Ernst & Young regarding fees and number of hours to be worked, professionals available, variety of specialists, distribution of partners, seniors and
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managers assigned, responds appropriately to the needs of audit and internal control of the entity. ---------------------------------------------------------------------------------------------------------- Therefore, the Board proposes to the shareholders, as external auditors for 2014, in the following order of priority or alternatives, the following companies: --------------------------------
1. Ernst & Young, and
2. Deloitte. This proposal is consistent with the one adopted by the Committee of Directors. -------------- The possibility to speak in relation to this point is granted to the shareholders.------------------
Mr. Patricio Larraín Delgado speaks, who on behalf of Corporación de Fomento de la Producción, states he votes for Deloitte, arguing that the policy of CORFO for companies in which they have participation is to have external auditors for not more than three years in a row, and in this case Ernst & Young has three years. He requests, that if in this Meeting agrees to continue with Ernst & Young that for the year 2014 the audit company is changed. -----------------------------------------------------------------------------------------------------------
Then the shareholder Ignacio Olaeta Undabarrena manifests his disagreement with the proposal, he explains that the Company presents to the shareholders more than two choices for external audit firms. Also, he considers good for the interests of the Company that the renewal of the auditing company is made periodically. -------------------------------------
To this, the President said that while Ernst & Young is the auditor of the Company since 2011, their independence of judgment has been steadily maintained, one example being that the partner of the company, in charge of the audit for the year 2013, is different from the partner who was in charge of the previous processes.--------------------------------------------
The shareholders approve that the external auditor of the Company, for the current year, will be the firm Ernst & Young, with 305,948,258 from the Corporación de Fomento de la Producción, with 9,952,387 votes against from the Banco de Chile, in its position as a nonresident third-party, and with 15,890,754 votes against from Banco Itaú, in its position as investors representative, with 2,312,683 votes against from Banco Santander, in its position as foreign investors, and with 43,080 shares against from Mr. Ignacio Olaeta Undabarrena, it is recorded that all the representatives of the AFP present in the room voted in favor , and that the vote of the various representatives of third-party accounts, as recorded in the registry of shareholders, is the one that has been delivered to the company informing that it represents the one mentioned in the respective instruction letters. -------------------------
6.- Designate Risk Assessment Entities for the 2014 financial year.
The Board has agreed to propose to the Meeting, in accordance with what was proposed by the Directors Committee, the designation of Internacional Credit Rating (ICR) y Fitch Chile due to its expertise, reputation in the industry, good performance, its proper accreditation to relevant entities, and the fact that It currently provide this service to the Company.
The possibility to speak in relation to this point is granted to the shareholders.-------- The proposal was approved; and it is recorded that all the representatives of the AFP present in the room voted in favor , and that the vote of the various representatives of third-party accounts, as recorded in the registry of shareholders, is the one that has been delivered to the company informing that it represents the one mentioned in the respective instruction letters. -------------------------
7.- Determine the remunerations for the Directors during the financial year 2012.
In accordance to Article 33, paragraph 1 of the Chilean Law Nº 18.046, it’s the Meeting duty to set the remuneration for the Board for the current financial year. ------------------------
It is proposed to the Meeting to maintain the remuneration set by the previous Meetings, as:
• Fixed Fees: for the President, UF 100 per month; for the Vice President, UF 75 per
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month; for regular and alternate directors, UF 70 per month.
• For attending to each meeting: for the President, 80 UF; for the Vice President, 60 UF; for the main directors, 20 UF, and for the replacement directors, 20 UF, only when they replace the main ones. The possibility to speak in relation to this point is granted to the shareholders.-------- The proposal was approved; with 1,708,853 votes against from the Banco de Chile, in its position as nonresident third-party, and with 56,364,595 votes against from Banco Itaú, in its position as investors representative, it is recorded that all the representatives of the AFP present in the room voted in favor , and that the vote of the various representatives of third-party accounts, as recorded in the registry of shareholders, is the one that has been delivered to the company informing that it represents the one mentioned in the respective instruction letters. -------------------------
Meanwhile, the request of the representative of the shareholder Corporación de Fomento de la Producción to abstain from voting to this proposal, is recorded.--------
8.- Detail of the Board’s expense account during the 2013 financial year.
According with what is stated in Article 39 of the Chilean Law Nº 18.046, it’s informed to the Assembly that during 2011, the Board of the company did not incur in any expenses.---
9.- Determine the remuneration and expense budget of the Board of Directors for the 2014 financial year.
Its proposed to the Meeting that the remuneration of the members of the Directors Committee, is the same one that was set for the previous financial year, this is: ---------------
• Monthly Fixed Fees: 25 UF for the main and replacement directors
• Remuneration for attending each meeting: 20 UF for main directors and replacement director, when these replace the main ones.
It is also proposed to the Meeting to set the annual budget for the Directors Committee in 3000 UF, which is the same budget as last year. -------------------------------------------------------
The possibility to speak in relation to this point is granted to the shareholders.------------------
The proposal was approved with 1,708,853 votes against from the Banco de Chile, it its position as third-party non resident representatives, and 53,364,595 votes against from the Banco Itaú, in its position as investment representatives, it is recorded that all the representatives of the AFP present in the room voted in favor , and that the vote of the various representatives of third-party accounts, as recorded in the registry of shareholders, is the one that has been delivered to the company informing that it represents the one mentioned in the respective instruction letters. -
Meanwhile, the request of the representative of the shareholder Corporación de Fomento de la Producción to abstain from voting to this proposal, is recorded.--------
10.- Detail of activities and expense account of the Board of Directors during the 2013 financial year.
The Meeting was informed on the main activities devolved by the Directors Committee during the financial year that ended in December 31, 2013. ----------------------------------------- 1.- Review of the remuneration systems and compensation plans for managers, main executives and employees of the entity;--------------------------------------------------------------------
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2.- Review of the balance sheet, other financial statements and reports of the External Auditors presented by the administrators of the entity; ------------------------------------------------ 3. Approval of the annual report of activities and management of the Committee during the year 2012 and the recommendations made to shareholders; ------------------------------------- 4. They agreed to propose to the Meeting as external auditors for the year 2013 the company Ernst & Young; and as the private Risk Assessment company Feller Rate e Internacional Credit Rating (ICR); -------------------------------------------------------------------------- 5. Review the Inform made to the administration (Intern Control) done by external
auditors Ernst & Young, and the monitoring of the solutions of the observations from previous reports; --------------------------------------------------------------------------
6. Examined the Plan of Annual Auditory, together with the external auditors Ernst &
Young. --------------------------------------------------------------------------------------------------- 7. Analyzed the procedures and application of norms for transactions with related-parties
and examined the facts related to each of the operations that were stated in the point Nº 4 spot of the Chart of this Meeting.--------------------------------------------------
8. Examined an analysis of fines imposed by the Commission of Sanitary Services
(Superintendencia de Servicios Sanitarios) to the Company and its sanitation subsidiaries and compared the with other sanitary companies, verifying a high standard.
9. Analyzed the map of audit instruments and internal control that the Company uses. 10. Examined the facts related to the petition of the contractor for the Provisional
Reception of the works related to the construction of the Treatment Wastewater Plant Mapocho and the terms of the Agreement of Provisional Reception, informing favorably.
It is noticed to the Meeting that a more complete development of the activities of the Board of Directors in 2013 may be found in the Company’s Annual Report, which is available to those interested in the website of the Company. --------------------------------------------------------
It also noticed that the total expenses of the Directors Committee during 2013 amounted to $41,005,822, corresponding to the legal and secretarial fees. -------------
11.- Designate the newspaper of Santiago in which the notices will be posted to: call the shareholders to future regular and extraordinary meetings and the distributions of dividends.
Once evaluated the alternative newspapers corresponding to the registered office, the clientele to whom the publications are addressed, and the publishing costs, the Board agreed to propose to the shareholders' meeting, the newspaper “El Mercurio” as the one designated for the publication of matters of interest to the shareholders.. ------------------------
The possibility to speak in relation to this point is granted to the shareholders.------------------
The proposal was approved with 1,707,784 votes against from the Banco de Chile, it its position as third-party nonresident representatives, and 27,099,774 votes against from the Banco Itaú, in its position as investment representatives, it is recorded that all the representatives of the AFP present in the room voted in favor , and that the vote of the various representatives of third-party accounts, as recorded in the registry of shareholders, is the one that has been delivered to the company informing that it represents the one mentioned in the respective instruction letters.
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12.- Other matters of interest that is of the Meeting’s competence
The shareholders may now speak about any other matters of interest that are of the Meeting’s competence. No additional matter was presented. ----------------------------------------
The shareholder Mr. Enrique Larrondo Rencoret now speaks, he consults on the position of the Company in relation to the various law projects related to the state expropriation of water rights, and how the approval of these projects affect the Company. To this the President states that the Company shall decide when the projects are actually approved by the authorities. -------------------------------------------------- --------------------------------------------
Then the shareholder Mr. Ignacio Olaeta Undabarrena explains his critics in relation to the call center system used by the Company, proposing as an improvement plan the creation of a free 800 number line, and that the system is operated directly by employees of the Company, and not by outsourced personnel. Also he states that the company should examine the possibility of supplementing the current system of notification to shareholders' by sending an email to each shareholder.-----------------------------------------------------------------
Regarding what was said the General Manager first thanks the comments of Mr. Olaeta. He then indicates that regarding the first proposal this will be properly analyzed and in relation to the second comment he explains that the Company has a strict control of the outsourcing companies and that we ensures the rights and guarantees of those workers, which in turn ensures the Company having a good service. On the other hand, the President comments the evolution that the call center system has had in the recent years, as well as the importance of Aquacis system to strengthen the relationship with our customers. Regarding notification to shareholders meeting, the President noted that the Company will analyze the feasibility of implementing the proposed method---------------------
Then the shareholder Mr. Pedro Sepúlveda Toledo asks what percentage do the transactions with related parties celebrated during the previous financial year represent in relation to the total of contracts enforced by the Company. The General Manager notes that the asked amount confronted with the CAPEX of the company, corresponding to the year 2013, amounts to 6.8%, whereas if this is analyzed in relation to the OPEX of the same year, less the expenses for remuneration, amount to 5%. Therefore, compared the total amount of the transactions in question to the total investment of expenses and of operations (CAPEX and OPEX) the percentage is 2.9%.----------------------------------------------
Fulfillment of agreements and notarized copies.
The agreements adopted in this Meetings will be enforced as soon as they are signed by the individuals designated for that purpose. Mr. Jordi Valls Riera and Mr. Camilo Larraín Sánchez will be empowered to proceed, jointly or separately, to obtain notarized copies of the relevant point of the minute of this Meeting, as deemed necessary. --------------------------
The possibility to speak in relation to this point is granted to the shareholders.------------------
The proposal was approved unanimously; and it is recorded that all the representatives of the AFP present in the room voted in favor. ------------------------------
With no other matters to discuss, the President thanks the attendance of the shareholders and adjourns the Twenty-Fourth Regular Shareholders Meeting of AGUAS ANDINAS S.A at 11:37am . -----------------------------------------------------------------------------------------------
Felipe Larrain Aspillaga Camilo Larraín Sánchez
President Secretary
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Jorge Cosme Sagnier Guimón Patricio Larraín Delgado on behalf of Inversiones Aguas
Metropolitanas S.A. on behalf of Corporación de Fomento de la Producción
Sara Stiepovich González pp. Inversiones Licanray Limitada