Termination of Material Agreement (Form 8-K)

SUPPLEMENTAL DISCLOSURES TO THE DEFINITIVE PROXY STATEMENT

These following supplemental disclosures should be read in connection with the Definitive Proxy Statement, which should be read in its entirety. The inclusion in this supplement to the Definitive Proxy Statement of certain information should not be regarded as an indication that any of the Company or its affiliates, officers, directors or other representatives, or any other recipient of this information, considered, or now considers, it to be material, and such information should not be relied upon as such. To the extent that information herein differs from or updates information contained in the Definitive Proxy Statement, the information contained herein supersedes the information contained in the Definitive Proxy Statement. The information contained herein speaks only as of the date of this Current Report on Form 8-K, unless the information indicates another date applies. Capitalized terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement, unless otherwise defined below. All page references in the information below are to pages in the Definitive Proxy Statement. For clarity, new text within restated paragraphs (other than tables and related footnotes) from the Definitive Proxy Statement is highlighted with bold, underlined text, and deleted text within restated paragraphs from the Definitive Proxy Statement is highlighted with bold, strikethrough text.

1.

The section of the Definitive Proxy Statement entitled "Background of the Merger" beginning on page 25 is hereby supplemented with the following additional disclosure:

(a) By adding the following paragraphs after the seventh paragraph on page 26 of the Definitive Proxy Statement entitled "Background of the Merger":

(b) The second paragraph starting on page 27 of the Definitive Proxy Statement entitled "Background of the Merger" is hereby amended and restated in its entirety as follows:

On September 26, 2024, the Company executed a confidentiality agreement with Wells Fargo in connection with financial advisory services regarding a potential transaction. Thereafter, Wells Fargo provided financial advisory services to the Company consistent with the services contemplated by the engagement letter the Company entered into with Wells Fargo on November 11, 2025. Given the complexity of the potential transaction and the multiple business lines to analyze and consider, the Company hired Wells Fargo as an additional financial advisor. Wells Fargo was chosen given its expertise in the sector, particularly with respect to renewable energy.

2.

The section of the Definitive Proxy Statement entitled "Opinion of J.P. Morgan Securities LLC" starting on page 43 is hereby supplemented as follows:

(a)

The first paragraph on page 46, including the table that follows, under the subheading "Sum-of-the-Parts Public Trading Multiples Analysis" is amended and restated in its entirety as follows:

For each of the Company business segments, using publicly available information, J.P. Morgan compared selected financial data of each such segment with similar data for certain publicly traded companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to that of the applicable AES business segment. The companies selected by J.P. Morgan to be used for reference for each of the AES business segments are as follows:

AES Southland ("Southland")

LNG Market in Latin America ("LATAM LNG")

AES Panama

AES Global Insurance ("AGIC")

(b)

The third full paragraph on page 47 under the subheading entitled "Sum-of-the-Parts Public Trading Multiples Analysis" is amended and restated in its entirety as follows: Using publicly available information, J.P. Morgan calculated the estimated ratio of each applicable company's firm value (calculated as the market value of the company's common stock on a fully diluted basis, plus any net debt and minority interest, which is referred to as "FV") to each such company's 2026 earnings before interest, taxes, depreciation and amortization (which is referred to as "EBITDA") other than the (i) U.S. Utilities comparable companies, for which J.P. Morgan calculated the estimated ratio of each applicable company's FV to each such company's 2026 regulated asset base (which is referred to as "RAB") and (ii) AGIC comparable companies, for which J.P. Morgan calculated the estimated ratio of each applicable company's share price to each such company's book value. Estimated financial data for the selected companies was based on the selected companies' filings with the SEC and information J.P. Morgan obtained from FactSet Research Systems and selected equity research reports. The multiples and ratios for each of the selected companies were based on the most recent publicly available information.

(c)

The subsection entitled "Sum-of-the-Parts Public Trading Multiples Analysis" is amended by adding, immediately after the third full paragraph on page 47, the following:

After applying these reference ranges to the applicable (i) FY 2026E EBITDA, (ii) FY 2026E RAB and (iii) book value of the relevant AES business segments, based on the Forecasts prepared by the management of the Company and approved for J.P. Morgan's use in connection with its financial analyses, and then adjusting for the Company's (a) Other International Segments, using a cost of equity reference range reflecting the segment's segments' intrinsic value of 8.0% to 15.25%, which range was selected by J.P. Morgan based on their experience and professional judgment, (b) economic interest in Fluence Energy, Inc ("Fluence"), using a 180-day volume weighted average price ("VWAP") of shares of Fluence common stock of $15.55 per share, (c) portfolio adjustments, including adjustments related to probability adjusted risks and opportunities (downsides and upsides) identified by the Company at the business level and contingencies, using a reference range for the weighted average FV / EBITDA multiple for FY 2026-2030 of 8.5x to 10.3x, (d) corporate overhead costs, using a reference range for the estimated weighted average FV / EBITDA multiple for 2026 of 8.5x to 10.3x, which was selected by J.P. Morgan based on their experience and professional judgment based on the weighted average of all segment multiples (weighted by EBITDA), and (e) net debt based on the Forecasts as of December 31, 2025, the analysis indicated an implied per share equity value for Company Common Stock, rounded to the nearest $0.25, of $9.75 to $17.50.

(e)

The first paragraph on page 49, including the table that follows, under the subheading "Sum-of-the-Parts Selected Transactions Analysis" is amended and restated in its entirety as follows:

(f)

The second full paragraph on page 50 under the subheading entitled "Sum-of-the-Parts Selected Transactions Analysis" is amended and restated in its entirety as follows:

Using publicly available information, J.P. Morgan calculated, for each applicable transaction, the estimated ratio of the target company's FV implied in the relevant transaction to the target company's 2025 last-twelve-months ("LTM") EBITDA, other than selected transactions for the (i) ACE and Southland business segments, the Company Andes and Other International Segments (other than for countries with non-continuing assets), for which J.P. Morgan calculated the estimated ratio of the target company's FV implied in the relevant transaction to the target company's 2026 next-twelve-months ("NTM") EBITDA, (ii) U.S. Utilities business segment, for which J.P. Morgan calculated the estimated ratio of the target company's FV implied in the relevant transaction to the target company's 2025 LTM RAB and (iii) AGIC business segment, for which J.P. Morgan calculated the estimated ratio of the price per share of the target company implied in the relevant transaction to the target company's book value.

(g)

The subsection entitled "Sum-of-the-Parts Selected Transactions Analysis" is amended by adding, immediately after the second full paragraph on page 50, the following:

The transactions selected by J.P. Morgan to be used for reference for each of the AES business segments and the multiples observed are as follows:

(h)

The last paragraph starting on page 50 under the subheading "Sum-of-the-Parts Selected Transactions Analysis" is amended and restated in its entirety as follows:

After applying the reference ranges listed above to the applicable (i) FY 2026E EBITDA, (ii) FY 2025A EBITDA, (iii) FY 2025A regulated asset base and (iv) book value of the relevant AES business segments, each as based on the Forecasts prepared by the management of the Company and approved for J.P. Morgan's use in connection with its financial analyses, and then adjusting for the Company's (a) economic interest in Fluence, using a 180-day VWAP of shares of Fluence common stock of $15.55 per share, (b) countries with non-continuing assets in the Other International Segments, using the intrinsic discounted cash flow value for each such country, (c) portfolio adjustments, including adjustments related to probability adjusted risks and opportunities (downsides and upsides) identified by the Company at the business level and contingencies, using a reference range for the weighted average FV / EBITDA multiple for FY 2026-2030 of 9.3x to 10.8x, (d) corporate overhead costs, using a reference range for the actual weighted average FV / EBITDA multiple for 2025 of 9.3x to 10.8x, which was selected by J.P. Morgan based on their experience and professional judgment based on the weighted average of all segment multiples (weighted by EBITDA), and (e) net debt based on the Forecasts as of December 31, 2025, the analysis indicated an implied per share equity value for Company Common Stock, rounded to the nearest $0.25, of $11.25 to $17.75.

(i)

The second paragraph under the subheading "Sum-of-the-Parts Discounted Cash Flow Analysis" on page 51, not including the table that follows, is amended and restated in its entirety as follows:

Using the Forecasts, J.P. Morgan performed separate discounted cash flow analyses on such AES business segments using the levered or unlevered free cash flows, as applicable, that each AES business segment was forecasted to generate based on the Forecasts (or, as applicable, the portion of such cash flows attributable to the Company). Where applicable, J.P. Morgan calculated ranges of terminal values for the Company business segments at the end of the forecast period for such segment by applying terminal growth rates as indicated below to the levered or unlevered free cash flows, as applicable, of such segment during the terminal year based on the Forecasts. Such terminal growth rates were chosen by J.P. Morgan based on their experience and professional judgment, taking into account the Forecasts and market expectations regarding long-term growth of gross domestic product and inflation. The free cash flows and ranges of terminal values or end-of-asset-life values, as applicable, for each principal business segment were discounted to present value using ranges of discount rates which were chosen by J.P. Morgan based on their experience and professional judgment using the capital asset pricing model to analyzebased on an analysis of the cost of equity or the weighted average cost of capital ("WACC"), as applicable, of such segments and which are further described below. The methodologies, assumptions and considerations utilized by J.P. Morgan with respect to each AES business segment are noted below:

(j)

The first paragraph starting on page 52 under the subheading "Sum-of-the-Parts Discounted Cash Flow Analysis" is amended and restated in its entirety as follows:

The sum-of-the-parts discounted cash flow analyses do not imply the value at which the individual AES business segments could be sold. The present value of the free cash flows and the range of terminal values or end of-of-asset-life values, as applicable, were summed and then adjusted for the Company's (i) economic interest in Fluence, using a 180-day VWAP of shares of Fluence common stock of $15.55 per share, (ii) portfolio adjustments, using cost of equity applicable to the portfolio, (iii) corporate overhead costs, using a WACC selected by J.P. Morgan based on their analysis of the weighted average by value WACC of all the Company business segments, and on other factors J.P. Morgan considered appropriate based on their experience and professional judgment and (iv) net debt based on the Forecasts as of December 31, 2025, as applicable, and (v) the Company's taxes, inclusive of tax sharing payments from certain US businesses, using a weighted average cost of equity or WACC, as applicable, of all the Company businesses in the United States, as provided by the management of the Company. The analysis indicated an implied per share equity value for Company Common Stock, rounded to the nearest $0.25, of $10.50 to $20.25.

3.

The section of the Definitive Proxy Statement entitled "Opinion of Wells Fargo Securities, LLC" starting on page 54 is hereby supplemented as follows:

(a)

The subsection entitled "Discounted Cash Flow Analysis" on page 57 is amended and restated in its entirety as follows:

Wells Fargo performed a discounted cash flow analysis of the Company by calculating the estimated present value of the after-tax levered free cash flows attributable to the Company for the calendar years 2026 through 2030 based on the Forecasts. Wells Fargo calculated a range of implied terminal values for the Company by applying to the Company's estimated adjusted EBITDA for calendar year 2030 a selected range of enterprise value ("EV") to last-twelve-month ("LTM") earnings before interest, taxes, depreciation and amortization ("EBITDA") exit multiples of 10.50x to 12.00x, which range was selected by Wells Fargo based on its professional judgment and experience based on EV / LTM EBITDA trading multiples of selected publicly traded companies. Wells Fargo then subtracted from the resulting range of implied terminal values the Company's estimated net debt as of December 31, 2030 based on the Forecasts to derive a range of implied terminal equity values for the Company. The after-tax levered free cash flows attributable to the Company and the range of implied terminal equity values were discounted to present values as of December 31, 2025 using a selected range of discount rates reflecting the estimated cost of equity for the Company ranging from 10.25% to 12.25%, which range was selected by Wells Fargo based on its professional judgment and experience. By adding the total equity value of the Company's ownership of Fluence of $841 million as of as of February 25, 2026 and dividing the resulting range by the number of fully diluted shares of Company Common Stock outstanding as of December 31, 2025 of 720 million, as provided by and approved for Wells Fargo's use by the Company's management, this analysis indicated an approximate implied equity value per share reference range for Company Common Stock of $11.14 to $17.27.

(b)

The first paragraph on page 59 under the subheading "Selected Public Companies Analysis" is amended and restated in its entirety as follows:

Based on these analyses and utilizing its professional judgment and experience, Wells Fargo applied a selected range of EV / estimated 2026 EBITDA multiples ranging from 9.75x to 11.25x derived from the public trading comparable company analysis to comparable financial data for the Company included in the Forecasts. Wells Fargo calculated a range of implied equity values by subtracting from the resulting range of implied enterprise values the Company's net debt as of December 31, 2025 based on the Forecasts, and adding (i) the total equity value of the Company's ownership of Fluence as of $841 million as of February 25, 2026, (ii) the implied equity value for AGIC of $460 million derived by applying a 2026 price / earnings ("P/E") multiple, (iii) the implied equity value of the estimated payment relating to the International Centre for the Settlement of Investment Disputes' arbitration award issued in the Company's favor against the Argentine Republic (the "Argentina Settlement") derived using the Company's cost of equitya discount rate of 11.25%, which was selected by Wells Fargo based on its professional judgment and experience and (iv) the implied equity values for Bulgaria, Jordan and the Southland Legacy segments derived by performing separate discounted cash flow analyses for each segment using the after-tax levered free cash flow attributable to the Company from each such business segment and discount rates reflecting the estimated cost of equity for the Company ranging from of 10.25% to 12.25%. By dividing this range of implied adjusted equity values by the number of fully diluted shares of Company Common Stock outstanding as of December 31, 2025 of 720 million, as provided by and approved for Wells Fargo's use by the Company's management, this analysis indicated an approximate implied equity value per share reference range for Company Common Stock of $9.07 to $14.72.

(c)

The second paragraph starting on page 60 under the subheading "Selected Transactions Analysis" is amended and restated in its entirety as follows:

Based on this review and utilizing its professional judgment and experience, Wells Fargo applied a selected range of EV / LTM EBITDA multiples ranging from 11.5x to 13.0x derived from the selected transactions analysis to comparable financial data for the Company included in the Forecasts. Wells Fargo calculated a range of implied equity values by subtracting from the resulting range of implied enterprise values the Company's net debt as of December 31, 2025 based on the Forecasts and adding adjustments for (i) the total equity value of the Company's ownership of Fluenceas of $841 million as of February 25, 2026, (ii) the implied equity value for AGIC of $460 million derived by applying a 2026 P/E multiple, (iii) the implied equity value for the Argentina Settlement derived using the Company's cost of equitya discount rate of 11.25%, which was selected by Wells Fargo based on its professional judgment and experience, and (iv) the implied equity values for Bulgaria, Jordan and the Southland Legacy segments derived by performing separate discounted cash flow analyses for each segment using the after-tax levered free cash flow attributable to the Company from each such business segment and discount rates reflecting the estimated cost of equity for the Company ranging from of 10.25% to 12.25%, which range was selected by Wells Fargo based on its professional judgment and experience. By dividing this range of implied adjusted equity values by the number of fully diluted shares of Company Common Stock outstanding as of December 31, 2025 of 720 million, as provided by and approved for Wells Fargo's use by the Company's management, this analysis indicated an approximate implied equity value per share reference range for Company Common Stock of $11.31 to $16.39. The per share merger consideration of $15.00 fell within this range.

4.

The section of the Definitive Proxy Statement entitled "Forward-Looking Financial Information" starting on page 61 is hereby supplemented as follows:

(a)

The subsection entitled "Standalone Case Adjusted EBITDA" on page 63 is amended and restated in its entirety as follows:

5	The figures for AGIC were provided to Wells Fargo for its analysis but were not provided to J.P. Morgan, whose valuation of AGIC was based on cash flows and book value (included below).

-END OF SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT-