EXHIBIT 1.2
STATUTES [BYLAWS]
ENERSIS S.A.
PART ONE. NAME, DOMICILE, DURATION AND OBJECTS.
FIRST CLAUSE: A corporation is hereby established that shall be called "Enersis
S.A.", governed by these statutes [bylaws] and, where these are silent, by the
legislation and regulation applicable to this type of corporation.
SECOND CLAUSE: The Company's address shall be in the city of Santiago and
agencies or branches may be opened in other parts of the country or abroad.
THIRD CLAUSE: The life of the Company is indefinite.
FOURTH CLAUSE: The objects of the Company shall be the exploit in Chile or
abroad the exploration, development, operation, generation, distribution,
transmission, transformation, and/or energy sale in any of its forms or nature,
directly or through other companies, as well as telecommunication activities and
the provision of engineering consultancy services in the country and abroad. It
shall also be its object to invest and manage its investments in its subsidiary
and affiliate generation, transmission, distribution or electricity trading
companies, or any other subsidiary and affiliate companies whose business is
related to any of the following: (i) energy in any of its forms or nature; (ii)
supply of public utilities or which have electric energy as their main
component; (iii) telecommunications and computer science, and (iv)
intermediation business through the Internet. In meeting its main objects, the
Company shall carry out the following functions:
a) Promote, organize, constitute, modify, dissolve or liquidate companies
of any kind whose objects are allied or related to those of the
Company.
b) Propose the investment, financing and trading policies to its
subsidiary companies, as well as the accounting systems and criteria to
be followed.
c) Supervise the management of its subsidiary companies.
d) Provide its subsidiary and affiliate companies with financial resources
necessary for their businesses and provide management services for its
subsidiaries; financial, commercial, technical and legal advice;
auditing services and generally any kinds of service seeming necessary
for their best performance.
Apart from its main objects and acting always within the limits set out
in the Investment and Financing Policy approved by a shareholders
general meeting, the company may invest in:
1. The acquisition, exploitation, construction, rental, management,
commercialization and disposal of all kinds of properties [real estate]
directly or through subsidiary or affiliate companies.
2. All kinds of financial assets including shares, bonds and debentures,
trade papers and in general all kinds of securities and holdings in
companies, directly or through susbsidiary of affiliate companies.
PART TWO. CAPITAL AND SHARES.
FIFTH CLAUSE: The capital of the Company amounts to Ch$ 2.224.433.601.496
divided into 32.674.014.588 nominative shares, all of an only series and of no
par value, which is paid up in the manner described in the Second Transitory
Clause of these statutes [bylaws].
SIXTH CLAUSE: Shares shall be nominative and their subscription shall be
recorded in writing in the manner determined under current legislation and
regulations. Their transfers and
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transmission shall be in accordance with those regulations. Payment for
subscribed shares may be in cash or other tangible or intangible assets.
SEVENTH CLAUSE: The Company shall not recognize fractions of shares. Should one
or more shares belong jointly to various parties, the co-owners shall all be
obliged to provide a power of attorney to act before the Company.
EIGHTH CLAUSE: Unpaid balances of subscribed shares shall be adjusted in the
same proportion as changes in the value of the Unidad de Fomento.
NINTH CLAUSE: Shareholders are only responsible for the payment of their shares
and are not obliged to return to the Company the amounts of any benefits they
might have received. In the case of the transfer of subscribed but unpaid
shares, the transferor shall be liable severally with the transferee for its
payment, and notice must be recorded on the certificate of the share payment
conditions.
TENTH CLAUSE: Private agreements between shareholders relating to disposals of
shares, shall be registered with the Company and made available to other
shareholders and interested third parties and reference shall be made to them in
the Shareholders Register. Such agreements shall be treated as un-written if the
above procedure is not followed.
ELEVENTH CLAUSE: The Shareholders Register, the details to be stated on share
certificates and the procedure in the case of lost or mislaid certificates,
shall comply with the pertinent legal rules and regulations.
PART THREE. ADMINISTRATION.
TWELFTH CLAUSE: The Company shall be administered by a Board of Directors
comprising 7 re-eligible members who may or may not be shareholders of the
Company.
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THIRTEENTH CLAUSE: Members of the Board of Directors shall be elected by the
ordinary shareholders general meeting. The Board of Directors shall remain for a
period of three years at the end of which it shall be completely renewed or
re-elected.
FOURTEENTH CLAUSE: Board of Directors' meetings shall be constituted with the
absolute majority of the Directors and decisions shall be taken by the absolute
majority of the Directors present with voting rights. In the case of a tied
vote, the person presiding the meeting shall decide.
FIFTEENTH CLAUSE: The Board of Directors shall meet at least once every month
and whenever the Company's business so requires. There shall be ordinary and
extraordinary meetings. The former shall be held on dates pre-established by the
Board of Directors itself; the latter when especially convened by the Chairman
himself or at the request of one or more Directors. Extraordinary meetings may
only deal with those matters specifically included in the meeting notification.
In the first session following the appointment of the Directors at a
shareholders general meeting, the Board of Directors shall elect a Chairman and
Vice-chairman to replace him in his absences, from amongst its members.
SIXTEENTH CLAUSE: The directors shall be remunerated. The amount of the
remuneration shall be set annually by the ordinary shareholders general meeting.
The Chairman shall be entitled to receive twice that paid to each Director.
SEVENTEENTH CLAUSE: The Board of Directors of the Company represents it
judicially and extra-judicially and to comply with its objects which it shall
not be necessary to demonstrate to third parties, has all the powers of
administration and disposal which the Law or the statutes [bylaws] do not
reserve for the shareholders general meeting, without the necessity to give it
any special powers, even for those acts or contracts for which the law demands
such. This does not impede actions appropriate to the Chief Executive Officer.
The Board of Directors may delegate part of its powers to the Chief Executive
Officer, Officers and Lawyers of the Company, to one Director or to a Committee
of Directors and to other persons for especially defined objectives.
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EIGHTEENTH CLAUSE: The Company shall have a Chief Executive Officer who shall be
appointed by the Board of Directors and shall be granted all the powers of a
commercial agent and those expressly agreed by the Board of Directors. The
position of Chief Executive Officer is incompatible with that of Chairman,
Director, Auditor or Accountant of the Company.
PART FOUR. MEETINGS.
NINETEENTH CLAUSE: Shareholders shall meet in ordinary and extraordinary
meetings. The former shall be held once each year within four months following
the balance sheet date to decide on matters of mutual interest without
necessarily being mentioned in the respective meeting notification. The latter
may be held at any time as required by the business to decide on any matter
which the Law or these statutes [bylaws] reserves for consideration by a
shareholders meeting and provided these matters are stated in the respective
meeting notification. Notifications of ordinary and extraordinary meetings shall
not be necessary when the whole number of validly issued shares is represented
at the respective meeting. When an extraordinary meeting has to resolve on
matters appropriate to an ordinary shareholders meeting, its procedures and
resolutions shall be subject, where appropriate, to the quorums applicable to
the latter class of meetings.
TWENTIETH CLAUSE: The following are matters for an ordinary meeting: 1)
Examination of the situation of the Company and of the reports of accounting
inspectors and external auditors and the approval or rejection of the annual
report, balance sheet, financial statements and presentations prepared by the
managers or liquidators of the Company; 2) The distribution of profits
[earnings] for each year and, especially, the dividend distribution; 3) The
election or renewal of the members of the board, of liquidators and of
management inspectors; and 4) Generally, any matter of general interest which is
not reserved for an extraordinary meeting. Ordinary meetings shall appoint
independent external auditors annually to examine the accounts, inventories,
balance sheet and other financial statements, and to inform the following
ordinary meeting in writing of its findings.
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TWENTY-FIRST CLAUSE: The following
are matters for an extraordinary shareholders meeting: 1) The dissolution of the
Company; 2) Transformation, merger or division of the Company and changes to its
statutes [bylaws]; 3) The issue of bonds or debentures convertible into shares;
4) The disposal of fixed assets and liabilities of the Company or of all its
assets; 5) The provision of charges or guarantees [collateral] to cover the
obligations of third parties, unless these be subsidiary companies in which case
the approval of the Board of Directors is sufficient; and 6) any other matters
which the Law or these statutes [bylaws] reserve for the knowledge or consent of
shareholders meetings. The matters referred to in Nos. 1, 2, 3 and 4 may only be
agreed at meetings held in the presence of a notary public who must certify that
the minutes record faithfully what occurred and was agreed at the meeting.
TWENTY-SECOND CLAUSE: Meetings shall be convened by the Board of Directors of
the Company and notifications shall be effected by means of a conspicuous advice
which shall be published at least 3 times on different days in the newspaper
which the meeting shall nominate. It shall also send a notification by mail to
every shareholder at least 15 days prior to the date of the meeting, which
should mention the matters for consideration at the meeting. The omission of
this obligation shall not affect the validity of the notification, but the
Directors, Liquidators and Managers of the Company at fault shall be responsible
for any damage suffered by shareholders, irrespective of the administrative
sanctions which the Superintendency may apply. However, those meetings attended
by the whole of the issued shares with voting rights may be convened validly
even when the required formalities for notifications have not been complied
with. All shareholder meetings must be advised to the Superintendency of
Securities and Insurance at least 15 days in advance.
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TWENTY-THIRD CLAUSE: Meetings are constituted with an absolute majority of
shares with voting rights on the first notification, and with those present or
represented, whatever their number, on the second notification, and resolutions
shall be adopted by the absolute majority of the shares present or represented
with voting rights. Notices of the second notification may only be published
once the meeting subject to the first notification fails to convene, and in any
case the new meeting should be convened within 45 days following the date fixed
for the meeting not held. Meetings shall be presided by the Chairman of the
Board of Directors or the person taking his place and the person so appointed,
or the Chief executive Officer in his absence, shall act as Secretary.
TWENTY-FOURTH CLAUSE: Resolutions of extraordinary shareholders' meetings which
relate to modifications of the statutes [bylaws] shall require the vote of
two-thirds of the shares with voting rights.
TWENTY-FIFTH CLAUSE: Only those shareholders registered in the shareholders
register 5 days before the date for which the respective meeting is convened,
may participate in meetings and exercise their rights to speak and vote.
Shareholders without voting rights, as well as the Directors and Managers who
are not shareholders, may participate in general shareholders meetings with a
right to speak.
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TWENTY-SIXTH CLAUSE: Shareholders may be represented at meetings by another
person even if such person is not a shareholder, notwithstanding that
established in Clause 45 bis of Decree Law No.3,500. Proxies for such
representations shall be given in writing for all the shares held by the owner
on the date stated in the preceding Clause.
TWENTY-SEVENTH CLAUSE: Shareholders shall have a right to one vote for each
share they own or represent, and may accumulate or distribute them as they wish
in any election.
PART FIVE. BALANCE SHEET, FUNDS AND PROFITS [EARNINGS].
TWENTY-EIGHTH CLAUSE: On December 31st of each year, a balance sheet of the
business of the Company shall be prepared, and the Board of Directors shall
present this to the shareholders ordinary meeting together with a reasoned
report on the situation of the Company and the statement of income and the
related report provided by the inspectors of accounts and external auditors. All
these documents must reflect clearly the equity position of the Company at the
close of the respective year and the profits [earnings] obtained or losses
suffered during the year.
TWENTY-NINTH CLAUSE: On a date no later than the first notification convening
the ordinary meeting, the Board of Directors should send to each shareholder
registered in the respective register a copy of the duly audited balance sheet
and annual report of the Company, including the auditors report and their
respective notes. The duly audited balance sheet and statement of income and
other information which the Superintendency of Securities and Insurance
requires, shall be published once in a widely-circulating newspaper in the
location of the registered address, no less than 10 nor more than 20 days before
the date on which the meeting to approve them is to be held. These documents
should also be presented within the same time period to the Superintendency of
Securities and Insurance with the requested number of copies. The annual report,
balance sheet, inventories, minutes of board and shareholders meetings, books
and reports of inspectors, must be available to shareholders in the offices of
the Company for 15 days prior to the date advised for the meeting. Should the
balance sheet and statement of income be altered by the meeting, the amendments,
where corresponding, shall be sent to shareholders within 15 days from the date
of the meeting and shall be published in the same newspaper in which these
documents had been published, and within the same time period.
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THIRTIETH CLAUSE: Unless otherwise approved at the respective meeting with the
unanimous vote of the shares issued, a cash dividend shall be distributed
annually to shareholders, pro rata to their shares, for at least 30% of the net
profits [net income] for each year. In any event, the Board of Directors may,
under the personal responsibility of the Directors present at the respective
approval, distribute interim dividends during the year as a charge against the
profits [earnings] of that year, provided that there are no accumulated losses.
That portion of profits [earnings] not appropriated by the meeting to dividends,
may be capitalized at any time, subject to amending the statutes [bylaws]
through the issue of free shares or by increasing the nominal value of the
shares, or be retained to meet possible dividend payments in following years.
PART SIX. DISSOLUTION AND LIQUIDATION.
THIRTY-FIRST CLAUSE: The dissolution of the Company shall occur in the cases
foreseen in the Law. Dissolution in advance shall only be agreed at an
extraordinary shareholders' meeting with the consenting vote of two-thirds of
the issued shares.
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THIRTY-SECOND CLAUSE: Once the Company is dissolved, the liquidation shall be
performed by a Liquidation Committee formed by three people, shareholders or
not, chosen by the shareholders general meeting, and who shall have the powers,
duties and obligations established in the law or regulations. In the case of a
dissolution decreed by judicial executive sentence, the liquidation shall be
carried out in the manner established in the law. If the Company is dissolved
through all the shares being held by one person, liquidation shall be
unnecessary.
THIRTY-THIRD CLAUSE: The liquidators shall convene an ordinary general
shareholders meeting in the month of April each year to report on the state of
the liquidation. Should the liquidation not be completed within 2 years, a new
election of liquidators shall be made, the same persons being re-eligible. The
position of liquidators is remunerated and the shareholders ordinary meeting
shall set the remuneration. The position of liquidator is revocable by a
shareholders ordinary or extraordinary meeting. Liquidators shall be suspended
from their positions by overriding legal incapacity or by their declaration of
bankruptcy.
PART SEVEN. GENERAL PROVISIONS.
THIRTY-FOURTH CLAUSE: Any disputes which arise between shareholders in that
capacity, or between these and the Company or its management, whether during its
life or liquidation, shall be resolved by an arbitrator appointed by mutual
consent by the parties, who shall have the character of arbitrator regarding
process but must give judgement according to law. If such consensus does not
exist, the arbitrator shall be appointed by the Ordinary Justice at the request
of either party, in which case such appointment may only be of lawyers who are
titular professors in civil or commercial law at the University of Chile,
Catholic University of Chile or Catholic University of Valparaiso. However,
should there be a dispute, the claimant may take the matter away from the
arbitrator and submit to the judgement of the ordinary courts of justice.
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THIRTY-FIFTH CLAUSE: Where these bylaws remain silent and in any matter not
expressly foreseen in them, the provisions of Law No.18,046 shall apply,
together with its amendments and regulations.
TRANSITORY PROVISIONS.
FIRST TRANSITORY CLAUSE: For the purposes of the Twenty-Second Clause of these
statutes [bylaws], the meeting agrees that publications for convening ordinary
and extraordinary shareholders meetings shall be effected in the "El Mercurio"
newspaper of Santiago.
SECOND TRANSITORY CLAUSE: ENERSIS TO COMPLETE
THIRD TRANSITORY CLAUSE: The use of the name ENERSIS S.A. contained in the First
Clause shall come into force on 1 August 1988 and the Company shall continue to
use the old name until then.
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