Aguas Andinas’ Bylaws

Article One:  An anonymous corporation is constituted under the name "AGUAS ANDINAS S.A.", hereinafter the "Company" will be governed by these bylaws: Law No. 18,046, about Anonymous Corporations, and its Regulations, hereinafter together the "Act and Regulation" and either, "Act" and "Regulation", and the other provisions applicable to listed open anonymous corporations.

Article Two: The Company aims to produce and distribute drinking water; collect, treat and dispose of wastewater; and perform other services connected with such activities, in the manner and conditions established by the Decree with Force of Law No. 382 of the Ministry of Public Works 1988, General Health Care Act, and other regulations that may be applicable.

Article Three: The address of the Society will be the city of Santiago, which does not exclude the agencies, offices or branches that the Board may agree to establish in the country or abroad.

Article Four: The Society's duration shall be indefinite.

Article Five: The capital of the Company is $155.567.353.596.-, divided into 6.118.965.160 no par value shares, comprised of two series of shares, denominated series "A" and "B," which are entirely subscribed and paid for, as indicated in the Transitory Article of these Bylaws.

Series "A" shares correspond to shares issued by the Company prior to the Extraordinary Shareholders' Meeting held on March 29, 1999 and that were not exchanged for Series "B" shares at the time and manner established in said meeting, as well as shares that were agreed to be issued by the Shareholders, the transcript of which was made public on March 31 of that year at Mr. José Musalem Saffie’s Notary of Santiago, an extract of which was published in the Official Gazette No. 36342 dated April 19, 1999 and registered on page 8,323 N ° 6,673 in the Register of Commerce 1999 of the Real Estate of Santiago. Series "B" shares, that become Series "A" shares, product of an exchange at any time, or automatically by transfer, will also become a part of Series "A" shares.

Series "B" shares are those resulting from the exchange of shares that the Company had issued, subscribed and paid by March 29, 1999, that was authorized, for one time, by the Extraordinary Shareholders' Meeting held on an appointed date and exercised and embodied by the shareholders in the form approved by the Board of Directors at its extraordinary meeting held on April 21, 1999.

The "A" series and " B" series shares shall have the rights conferred on them that all common shares of a corporation are bestowed by law; without prejudice to the above, as of the date of legalization of amending statutes agreed on at the Shareholders’ meeting held on March 29, 1999, so that the extraordinary shareholders may previously approve documents and contracts and the execution of the respective operation on transfer, sale, assignment, pledge, mortgage, lease, easement, right of use, enjoyment, or any other form of limitation to the domain or any other act that somehow consigns rights for water use or water concessions and generally all matters relating to the sale, transfer of any kind or any degree of use, enjoyment or domain rights to harvest water and sanitation concessions or the creation of any lien, or the assignment or licensing of debilitating rights of water use, both with title in favor of the Company or in the process of obtaining the date of the direct or indirect involvement of the state in the Company decreases to a percentage lower than 50% of the share capital, will require agreement and approval by an absolute majority of the members of the Board of Directors, and also agreed special quorum vote of the respective Extraordinary General Meeting by a majority of the shares representing at least be required, 75% of all issued shares with voting rights, including those of both classes of shares, and an absolute majority of all shares of " B" series issued.

Series "B " shares are redeemable for series "A" shares at any time. Series "B" shares shall be extinguished automatically by the transfer of any title to such shares and exchanged for "A" series shares, cases in which the transferred or exchanged will be converted into the last class of shares. They will also be extinguished after a period of 50 years from the date of the legalization of the statutory modifications agreed at the Extraordinary Meeting of Shareholders held on March 29, 1999 and in the event that the Series "B" shares represent less than 5% of the entire issued capital of the Company, in which cases, verifying any of these circumstances, series "A" and "B" shares will be eliminated and all the actions that form them will automatically be converted into common shares or ordinary shares, by eliminating the distinction between shares; the Directory will record this fact by deed, within 30 days of the occurrence, and an extract of it shall be registered in the Register of Commerce corresponding to the domicile of the Company and will be published once in the Official Journal, taking note of it regardless of the registration of the Company in the Commercial Register.

Article Six: The share capital may only be increased or decreased by an amendment of these bylaws, subject to the right of modifications that the capital value and shares experience, pursuant to the provisions of Article 10 of the Law

Article Seven: If it were to increase, the share capital through the emission of shares not fully paid in cash and if a shareholder fails to pay all or part of the balance owed on the occasion of the shares subscribed by him, the Company may sell these as transferable securities, at the risk of the shareholder in default, the number of shares required to pay the outstanding balance and disposal costs, reducing the title to the number of shares that would detract or pursue the execution of the debtor about their valued property in accordance with the law laid down in Article 2465 of the Civil Code. The shares may be paid in cash or other assets, in accordance with the Act and Regulations.

Article Eight: Shareholders will be identified as such in the Shareholder Registry of the Company, which will be in accordance with the Act and its Regulations. The shares confer and impose on their holders the rights and obligations under these statutes, the Act and its Regulations, and other relevant provisions and these must be exercised and enforced in the manner and terms such regulations determine.

Article Nine: The form and mentions of the securities of shares, their issuing, delivery, trade and deactivation thereof; subscription, transfer, transmission and allotment of the shares, as also the procedures that should be used in case of loss or theft of a title, will be established for the purpose of the Act and its Regulations.

A. THE BOARD OF DIRECTORS

Article Ten: The Company shall be managed by a Board of Directors composed of seven members, each of whom has a substitute who can replace him/her permanently in the case of a vacancy, and temporarily in the case if an absence or temporary disability. Alternate directors may always attend meetings of the Board with a right of voice but will only be entitled to vote when the member that they are substituting for is absent. For the validity of actions of an alternate director it shall not be necessary to prove the reason or circumstance that prevents the respective director from attending, it will be presumed by the mere presence of the acting deputy. The directors may or may not be shareholders of the Company.

Article Eleven: The directors shall be elected for a period of three years after which they must be renewed completely. Directors may be reelected indefinitely.

Article Twelve: In the election of directors, shareholders have one vote for each share they own or represent, and may accumulate them in favor of one person or distribute their votes in the way that they see fit, the resulting elected members will be those who accumulate the most amount of votes during one single voting round, until the number of seats of the Board are filled. In the case of alternate directors, the mere choice of a director includes an alternate who has been previously nominated for that director. The provisions mentioned in this article do not exclude that by unanimous agreement of the shareholders present and entitled to vote, voting will be skipped and proceed to the election of all Board members by acclamation.

Article Thirteen: The transcript that consigns the election of directors shall state all attending shareholders, specifying the number of shares for which each has voted in person or in representation and the expression of the general outcome of the vote.

Article Fourteen: If the vacancy of a director and his alternate were to occur, there must be a total renewal of the Board at the next Ordinary Meeting of Shareholders held by the Company, and in the meantime, the Board may appoint a replacement director, and must do so if the vacancy prevents the Board meetings for lack of quorum. The replacement director does not have an alternate.

In the event that the vacancy may be made for an independent director referred to in Article 50 bis of the Law, and his alternate, in this case, the Board shall appoint his replacement, an independent director nominee who had followed him in the election of the Board during which the first was elected. If this person is not available or able to take office, the Board may appoint the one that followed in the vote at the same meeting, and so on until the position is filled. If it is not possible to comply with the above procedure, it shall be up to the Board to appoint a person who meets the requirements established by Law to be considered an independent director.

Article Fifteen: The Directory may be revoked in its totality before the expiry of its term, by resolution of the Ordinary or Extraordinary Shareholders' Meeting and, if so, the same Shareholders shall elect a new Board. Individual or collective revocation of one or more of its members will not follow.

Article Sixteen: At the first meeting, after the Shareholders' Meeting in which their choice has been made, the Board shall elect from its members a President and a Vice President. The General Manager will act as Secretary of the Board, or the person expressly appointed by the Board to serve in that capacity.

Article Seventeen: The Board meetings shall be ordinary and extraordinary. The first shall be held on dates that have been predetermined by the Board, and there will be at least one meeting per month. The second meetings are held when called by the President alone or by indication of one or more directors, with a previous evaluation of the President for the need of the meeting, unless it is requested by an absolute majority of the directors. In the extraordinary meetings, the only matters to be discussed are those that were mentioned in the summons of the meeting. The summons to extraordinary board meetings will be practiced through the means of communication determined by the Board by unanimous vote, provided they give reasonable assurance of it being a secure means or, failing to establish said means, by registered letter released for each of the director at least three days prior to the meeting. This period may be reduced to 24 hours in advance, if the summons were to be delivered to the directors personally by a public notary. The summons to an extraordinary session shall contain a reference to the matter treated in it and may be omitted if the session concurs with the directors of the Company unanimously.

Article Eighteen: The quorum for the Board to be in session is an absolute majority of its members, and resolutions shall be adopted by the affirmative vote of an absolute majority of the present directors, except for agreements that according to these laws, the Act and its Regulation or other special provisions, require a greater majority. In case of a tie, the person presiding over the meeting will cast a deciding vote.

Article Nineteen: The Company may only enter into transactions with related parties when they contribute to social interest, adjust in price, terms and conditions to those prevailing in the market at the time of approval and comply with the requirements and procedures specified in Title XVI of the Act.

Article Twenty: The deliberations and resolutions of the Board shall be recorded in a special journal, which will be signed on each occasion by the directors who have attended the meeting and the Secretary. If one of the members were to pass away or is for any reason unable to sign the act, the respective circumstance or disability shall be recorded on the bottom of the transcript. The transcript shall be considered approved from the moment it is signed by the directors and, from that moment, the agreements adopted therein may be effective.

However, unanimity of the directors who attended a meeting may provide that the resolutions adopted by it are put into effect without waiting for approval of the transcript, which shall be recorded in a document signed by all of them containing the agreement adopted.

Article Twenty-One: A director who wants to save his responsibility for any act or agreement of the Board, must record this in the act of his opposition, and the President of the Company shall make notice of this at the next Shareholders’ meeting.

Article Twenty-Two: The directors shall receive a salary for their functions and the Ordinary Shareholders shall establish this salary annually.

Article Twenty-Three: The Board, for the fulfillment of social order, which does not have to be proven to third parties, shall be the judicial and extrajudicial representation of the Company and shall be vested with all the powers of administration and disposition, that the Act and Regulations or these bylaws do not provide for such deprivation of Shareholders, without having to give any special power, even for those acts or contracts required in accordance with the relevant legislation. This is without prejudice to the legal representation that corresponds to the General Manager of the Company.

Article Twenty-Four: The Directors' functions cannot be delegated and are collectively exercised in a legally constituted room. The Board may delegate some of its powers to managers, assistant managers, key executives and lawyers of the Company, the President, Vice President or a committee of directors and, for specific matters, in others. The Company shall keep a public register indicative of its President, Vice President, directors, managers, senior executives or liquidators, specifying the dates of initiation and termination of employment.

B. THE PRESIDENT, VICE PRESIDENT AND GENERAL MANAGER

Article Twenty-Five: The President shall be President of the Board, of the Shareholders and of the Company and will be responsible for:

• Presiding over the meetings of the Board and of the Shareholders. In his/her absence or incapacity he/she shall be replaced by the Vice President and in the absence or inability of both, by a person designated by the Board or the Shareholders, as appropriate.
• Calling for meetings of the Board when resolved by the Board or requested by the necessary number or percentage of shareholders, pursuant to the Act and Regulations or these bylaws.
• Complying with and enforcing the provisions of these statutes and the resolutions adopted by the Board and Shareholders.
• In case of an emergency, where it is not possible to assemble the Board, taking the measures necessary to protect the interests of the Company and collecting and reporting to the Board of the proceedings done, in the shortest possible time.

Article Twenty-Six: The Vice President, in the absence or temporary inability of the President, may replace him/her without the need to accredit it to third parties.

Article Twenty-Seven: The Board may appoint a General Manager, which will have all the powers and responsibilities and obligations of the trade, and those others that are under the Act and Regulations, and the ones especially conferred by the Board. The General Manager shall have the following powers and duties:

• Ensure the compliance of the laws, especially those of social security, labor, tax issues and rules contained in Decree with Force of Law No. 382 of the Ministry of Public Works 1988 General Health Care Law, Law No. 18,045 of Securities Market Act and Regulations, and regulations and/or supplementing those same provisions.
• To safeguard the assets and funds of the Company.
• Subscribe all public documents and/or private documents of the Company when not expressively designated to any other person to do so.
• To legally represent the Company.
• Participate in Board meetings, responding with the members of it, to all agreements that have harmful results to the Company and shareholders, in the case that his/her dissenting opinion is not recorded in the transcript.
• To act as Secretary of the Board of Directors and Shareholders, unless the Board has expressively designated another person for such tasks.
• Comply with such other functions under this Constitution, the Act and Regulations and those functions that the Board deems appropriate to grant to the General Manager.

Article Twenty-Eight: The Board may demand from the General Manager the provision of a guarantee in favor of the Company, to account for the proper performance of his/her duties. The position of General Manager is incompatible with the one of President, Vice President, Director, auditor or accountant of the Company. Any appointment, vacancy or replacement to occur with respect to the positions of President, Vice President, Directors, General Manager, managers and senior executives must be reported to the Superintendence of Securities and Insurance and the respective Stock Exchanges, subject to compliance with the other paperwork stated in the Act and its Regulations.

Article Twenty-Nine: Shareholders will meet in ordinary and extraordinary Board meetings. The first will be held once a year in the months of March or April, to decide on matters pertaining to their own subject knowledge, without it being necessary to point them out in the respective summons. The others may be held at any time, when required by social needs, to decide on any matter that these statutes, the Act and its Regulations deliver to the knowledge of the Shareholders and always when the matters to be discussed are indicated in the corresponding summons.

Article Thirty: Those set out in the Act and its Regulations are matters of Ordinary and Extraordinary meetings.

It will also be subject to Extraordinary meetings and require the agreement at such meetings in advance of the respective act or contract and the realization of the respective operation, with a quorum of approval of at least 75% of the shares issued with voting right, including all series of shares of the Company and subject preferences; any agreement or decision on transfer, sale, assignment, pledge, mortgage, lease, easement, right of use, enjoyment, or any otherwise limiting the domain or any other act that somehow aggravates the  rights for water use or water concessions, and generally all matters relating to the sale, transfer of any kind or any degree of use, enjoyment or domain rights for water use and water concessions or the constitution of any liens, or the assignment or authorization of non-consumptive use of water use rights, both with title in favor of the Company or in the process of obtaining it to the date that direct or indirect involvement of the State in the Company decreases to a percentage lower than 50% of the social capital. In any case, the said materials require, in addition, the agreement of the absolute majority of the members of the Board of Directors. To modify the special quorum established in this article, it will be through a reform of statutes and shall also require a quorum of approval of at least 75% of the issued shares with voting rights, including all series of shares of the Company.

Article Thirty-One: The Board of Directors shall call the meetings. The Board shall call for an:

• Ordinary meeting in order to meet all matters within its competence.
• Extraordinary meeting provided that in their opinion, the interests of the Company warrant such a meeting.
• Ordinary or extraordinary meeting, applicable when requested by shareholders representing at least 10% of the issued shares with voting rights, stating in the application the business to be discussed at the meeting.
• Ordinary or extraordinary meeting, as whatever the case, when required by the Superintendence of Securities and Insurance, without prejudice to the right of the latter to call them directly. Meetings convened under the request of shareholders or the Superintendent shall be held within 30 days from the date of the respective request.

Article Thirty-Two: The summons to Shareholders meetings, both Ordinary and Extraordinary, shall be by means of a notice published at least three times on different days, in a newspaper as determined by the Board or, alternatively, in the Official Newspaper. Notices of summons to Shareholders shall be published within 20 days prior to the meeting and the first notice may not be published to the Board less than 15 days prior to it, in the manner and conditions stipulated in the Regulations. It shall also be sent by mail to each shareholder, with a minimum of 15 days before of the date of the meeting, which shall contain a reference of the matters to be addressed in it and display the way to obtain complete copies of documents that support the various options under their vote, which shall also be made available to shareholders on the website of the Company. However, meetings can convene and be held validly when the totality of the emitted shares with a right to vote attend, even though they have not complied with the formalities required for citation.

Article Thirty-Three: The Shareholders meetings, whether ordinary or extraordinary, will constitute the first citation, with shares representing at least the absolute majority of the outstanding shares entitled to vote and, second citation, with which are present or represented, whatever their number. The resolutions are adopted by an absolute majority of the shares present or represented with voting rights, subject to the special majorities that these statutes require and/or the Act and its Regulations. Notices for second summons may be published only after any failed meeting of the Board to be held in first call and, in any case, the new Board meeting shall be called to be held within 45 days of the date fixed for the meeting that did not occur.

Article Thirty-Four: Shareholders who are registered in the Register of Shareholders at midnight of the fifth business day prior to the date fixed for the holding of the meeting can participate in meetings and exercise their rights to speak and vote, a fact that should be mentioned in the notice of summons to the Board. Each shareholder is entitled to one vote for each share held or represented. Another person may represent shareholders at meetings, whether or not a shareholder, in the form and conditions set out in the Act and its Regulations.

Article Thirty-Five: In the Shareholders meetings, the people must record their assistance through systems that the Company, by resolution of the Board, has arranged for this purpose. In the case of legally authorized entities to hold shares in trust for others but in their names, they shall be recorded by the number of shares in their own portfolio and the number of shares of the third party.

Article Thirty-Six: The deliberations and resolutions of the Board will be recorded in a Book of Records to be kept by the Secretary of the Board. These shall be signed by the President or his replacement, by the Secretary, and three shareholders elected at the Meeting, or by all attending shareholders if they were less than three. The deliberations and resolutions of the Shareholders shall be recorded in transcripts stored through means that over time ensure the accuracy and integrity of such discussions and agreements, to provide certainty as to the authenticity of the signatures and annotations of those who argued, shared and signed; as well as those who opposed or stamped qualifications. The documents, schedules, reports and other records which form part of a record should be stored through means that meet the same conditions stated above, and shall be evidenced also in the media, identifying the minutes of which they are part of. Only by the unanimous consent of those present at a meeting may an incident of the meeting that relates to the corporate interests be omitted in the transcript. The transcript shall be considered approved from the time of its signing by the right people and from that moment the agreements to which it refers to may be carried into effect.

Article Thirty-Seven: The Annual Meeting of Shareholders shall designate an external audit, governed by Title XXVIII of 18,045, the Securities Market Act, in order to study accounting, inventory, balance sheet and other financial statements of the Society, and the obligation to report in writing to the next Annual Meeting of Shareholders on fulfilling its mandate. The report of the external auditors will be included in the report along with the financial statements and these may attend shareholders' meetings with voice but without vote. The report, balance sheet, inventory, records, books and reports of the external auditors will be available to the shareholders for consideration at the administration office of the Company during the 15 days preceding the date fixed for the Shareholders meeting. The memory, external auditors report and audited financial statements of the Company, shall be made available to shareholders on the website of the Company.

Article Thirty-Eight: As of December 31 of each year the period will close and a balance sheet of assets and liabilities of the Company will be practiced. The balance must express the new capital value of the Company and its actions, in accordance with the provisions of the Act and its Regulations. The Board shall submit to the consideration of the Ordinary Shareholders' Meeting, a reasoned report on the status of the Company in the last year accompanied by a balance sheet, the profit and loss account and the report thereon submitted by the external auditors. All these documents must clearly reflect the financial position of the Company at the end of the respective year and the profits or losses incurred during the year. A memory will be annexed with a faithful summary of the comments and proposals shall be put forward by the Board of Directors, if any, and shareholders holding or representing 10% or more of the issued shares with voting rights relating to the progress of social business, provided that the Committee or shareholders so request.

At a date no later than the first notice convening the Annual Meeting, the Board shall make available to each of the registered shareholders, a copy of the balance and memory of the Society to date, including the opinion of the external auditors and their respective notes.

The Company shall publish on its website, with the availability and for a period determined by the Superintendence of Securities and Insurance, the information on its financial statements and the report of the external auditors, no less than 10 days prior to the date of the Board meeting, and shall act on them when it is held. Also, the information and hyperlink to the website of the Company where such information is located, must be submitted within the said period to the Superintendence of Securities and Insurance, so that it can be published on their website, providing access to this information to the public. The Company must jointly inform the date of publication of its records on the website. If the financial statements were to be altered by the Board, the amendments will be published on the website of the Company within five days of having held the meeting.

Memory, balance, inventories, records, books, and reports of the external auditors shall be available to the shareholders for consideration in the administration office of the Company during the 15 days prior to the date set for the Board meeting. During the period specified in the preceding paragraph, shareholders have the right to examine the same history of the subsidiaries, if any, in the form, terms and conditions stipulated in the Regulations. A list of shareholders indicating their address and number of shares, properly updated, shell be maintained at public view at the headquarters.

Article Thirty-Nine: The dividends are payable solely out of the net profits for the year or retained from balances approved by the Shareholders. If the Company accumulated losses, profits that have been obtained in the exercise will be primarily designed to absorb such losses. If there are losses in a year, it will be absorbed by retained earnings, if any.

Article Forty: At least 30% of the net profits of each year will annually be distributed as a cash dividend to shareholders in proportion to their shares, unless a lesser distribution and/or that such distribution will not be in money is agreed to by unanimous vote of the shares issued by the Company, in the respective Board meeting.

Article Forty-One: The Company shall be dissolved for the reasons outlined in the Act or rule that replaces or amends it.

Article Forty-Two: If the Company is dissolved, its liquidation shall be made by a Liquidation Committee consisting of three persons, whether or not shareholders, elected by the Shareholders' Meeting, which will determine their powers, duties, salary and term.

Article Forty-Three: Any difficulty arising between shareholders or between them and the Company or its management, either during the term of the Company or its pending liquidation, shall be settled by an arbitrator appointed by agreement between the parties, against whose decisions there was no appeal whatsoever, unless the complaint and appeal is made in the form of beyond what is asked for. Failing to come to an agreement between the parties, the arbitrator shall be appointed by the regular courts, but in this case, the referee will be of the law and against its resolutions shall all remedies be provided by the law and the appointment must fall on a lawyer that has practiced at least five years of Civil law or Commercial Law at the Faculty of Law of the Universidad de Chile or in the Universidad Catolica de Chile. It is understood that there is no agreement to appoint the arbitrator, if anyone interested in designating does so by the requested appointment to the regular courts.

TRANSITIONAL ARTICLE

Provisional Article: The capital of the Company arises to $155.567.353.596.-, according to the balance sheet and financial statements approved by the Ordinary Shareholders' Meeting of the Company held on April 23, 2013, divided into 6.118.965.160 registered shares without nominal value, formed by two series of shares, denominated series "A" and "B" as described in Article Five of these bylaws, which is fully subscribed and paid, as recorded in the acts of the Extraordinary Board meeting of Shareholders held on October 14 , 2003.