The AES Corporation (AES) Proxy Filing summary

Executive summary

• A consortium led by Global Infrastructure Partners and EQT Infrastructure VI fund agreed to acquire all outstanding shares for $15.00 per share in cash, valuing the equity at $10.7 billion and enterprise value at $33.4 billion, a 40.3% premium to the 30-day average share price before July 8, 2025.

• The transaction is 100% equity-financed with no financing contingency, and is expected to close in late 2026 or early 2027, subject to shareholder and regulatory approvals.

• AES will become a private company, with dividends expected to continue until closing; post-closing, the company will have increased financial flexibility to support growth, particularly in clean energy and regulated utilities.

• The acquisition addresses the company’s significant capital needs for growth beyond 2027, avoiding the need for dividend reduction or large equity issuances.

Voting matters and shareholder proposals

• The board unanimously approved the merger agreement and recommends shareholders vote in favor; a proxy statement will be filed and mailed to shareholders for a vote.

• Shareholder approval is a closing condition; the proxy statement will detail the transaction and related matters.

Board of directors and corporate governance

• The board conducted a robust review of strategic options and determined the transaction maximizes value for shareholders.

• Post-merger, the board of the surviving corporation will be composed of the directors of the merger subsidiary, and officers will remain as before until successors are appointed.