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DEUTSCHE BANC ALEX. BROWN
Deutsche Bank Securities Inc.
130 Liberty Street, 33rd Floor
New York, New York 10006
877-305-4920
OFFER TO EXCHANGE EACH OUTSTANDING AMERICAN DEPOSITARY SHARE
(EACH AMERICAN DEPOSITARY SHARE REPRESENTS 68 SHARES OF COMMON STOCK)
OF
GENER S.A.
FOR SHARES OF COMMON STOCK OF THE AES CORPORATION
HAVING A VALUE OF $16
BY
MERCURY CAYMAN CO. III, LTD.
A WHOLLY OWNED SUBSIDIARY OF
THE AES CORPORATION
THE U.S. OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MONDAY, DECEMBER 11, 2000, UNLESS EXTENDED. GENER AMERICAN
DEPOSITARY SHARES TENDERED PURSUANT TO THE U.S. OFFER MAY BE WITHDRAWN AT ANY
TIME PRIOR TO THE EXPIRATION OF THE U.S. OFFER
November 9, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Mercury Cayman Co. III, Ltd. (the "Purchaser"),
a limited company organized under the laws of the Cayman Islands and a wholly
owned subsidiary of The AES Corporation, a Delaware corporation ("AES"), to act
as dealer manager in the United States (the "Dealer Manager") in connection
with the Purchaser's offer to exchange for each American Depositary Share
(each, an "ADS") of Gener S.A., a publicly traded stock corporation organized
under the laws of the Republic of Chile ("Gener") a fraction of a share of
common stock, par value $0.01 per share, of AES having a value of $16.00, upon
the terms and subject to the conditions set forth in the Prospectus dated
November 9, 2000 (which together with the related ADS Letter of Transmittal and
ADS Notice of Guaranteed Delivery constitute the "U.S. Offer"). Please furnish
copies of the enclosed materials to those of your clients for whose accounts
you hold ADSs in your name or in the name of your nominee.
THE U.S. OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) GENER
SHAREHOLDER APPROVAL AT A GENER SHAREHOLDERS' MEETING OF CERTAIN AMENDMENTS TO
GENER'S BYLAWS AND THE EFFECTIVENESS UNDER CHILEAN LAW OF SUCH AMENDMENTS, (II)
THAT AES IS SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROPOSED TRANSACTION
BETWEEN GENER AND TOTALFINAELF HAS BEEN TERMINATED OR WILL NOT PROCEED, (III)
THAT AES HAS PURCHASED GENER SHARES IN THE CHILEAN OFFER, (IV) THAT THE LOW PER
SHARE SELLING PRICE OF AES SHARES ON THE NEW YORK STOCK EXCHANGE ON ANY NEW
YORK STOCK EXCHANGE TRADING DAY BETWEEN THE DATE OF THE U.S. OFFER AND THE
EXPIRA-
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TION OF THE U.S. OFFER, INCLUDING ANY EXTENSIONS THEREOF, NOT HAVING BEEN LESS
THAN $50, AND (V) OTHER CUSTOMARY TERMS AND CONDITIONS DESCRIBED IN THE SECTION
CAPTIONED "OUR OFFER--CONDITIONS OF OUR OFFER" IN THE PROSPECTUS.
AES expressly reserves the right to (i) extend, amend or modify the terms
of the U.S. Offer in any manner and (ii) withdraw or terminate the U.S. Offer
and not accept for exchange any ADSs if any of the conditions to the U.S. Offer
is not satisfied.
For your information and for forwarding to those of your clients for whom
you hold ADSs registered in your name or in the name of your nominee(s), we are
enclosing the following documents:
1. The Prospectus, dated November 9, 2000;
2. A printed form of letter that may be sent to your clients for whose
account you hold ADSs registered in your name or in the name of a
nominee(s), with space provided for obtaining such clients'
instructions with regard to the U.S. Offer;
3. The ADS Letter of Transmittal (together with accompanying Substitute
Form W-9) to be used by holders of ADSs in tendering ADSs;
4. The ADS Notice of Guaranteed Delivery to be used to tender ADSs into
the U.S. Offer if ADRs evidencing ADSs and all other required
documents are not immediately available or cannot be delivered to the
Exchange Agent by the Expiration Date or if, in the case of
book-entry delivery of ADSs, the procedures for book-entry transfer
set forth under the section "OUR OFFER--Procedure for Accepting Our
Offer" of the Prospectus cannot be completed by the expiration date
of the U.S. Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. Stockholders who fail to complete and sign the
Substitute Form W-9 may be subject to a required federal backup
withholding tax of 31% of the gross proceeds payable to such
stockholder or other payee pursuant to the U.S. Offer; and
6. The return envelope addressed to ChaseMellon Shareholder Services,
L.L.C. (the "Exchange Agent") for your use only.
AES will not pay any fees or commissions to any broker or dealer or any
other person (other than the fees of the Dealer Manager and the Information
Agent as described in the Prospectus) in connection with the solicitation of
tenders of ADSs. AES will, however, upon request, reimburse you for customary
mailing and handling expenses incurred by you in forwarding the enclosed
materials to your clients. AES will pay or cause to be paid any ADS transfer
taxes with respect to the transfer and sale of ADSs to it or its order pursuant
to the U.S. Offer, except as otherwise provided in Instruction 6 of the ADS
Letter of Transmittal.
Shares of common stock, no par value of Gener ("Shares"), except insofar
as they are represented by ADSs, cannot be tendered by means of the ADS Letter
of Transmittal. Shares beneficially owned or held of record by persons cannot
be tendered pursuant to the U.S. Offer and can only be tendered pursuant to
AES's concurrent Chilean offer. Additional information on the Chilean offer may
be obtained from Deutsche Bank Corredores de Bolsa, the Dealer Manager for the
Chilean offer. PLEASE NOTE, HOWEVER, THAT DOCUMENTATION ON THE CHILEAN OFFER
WILL NOT BE AVAILABLE IN ENGLISH.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, DECEMBER 11, 2000, UNLESS THE U.S.
OFFER IS EXTENDED.
YOUR ATTENTION IS INVITED TO THE FOLLOWING:
1. The consideration per ADS is a fraction of an AES share having a
value of $16. THE U.S. OFFER IS OPEN TO ALL HOLDERS OF ADSs.
2. The U.S. Offer is being made for any and all outstanding ADSs of
Gener. The fraction of an AES share into which each ADS of Gener will
be exchanged in the U.S. Offer will be determined by dividing $16 by
the average of the high and low selling prices per share of AES
common stock on the New York Stock Exchange, as reported on the New
York Stock Exchange Composite Transaction Tape, for each of the ten
New York Stock Exchange trading days ending on the second New York
Stock Exchange trading day immediately prior to the date on which the
U.S. Offer expires.
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3. Tendering holders will not be obligated to pay transfer taxes, except
as set forth in Instruction 6 of the ADS Letter of Transmittal, on
the transfer of ADSs pursuant to the U.S. Offer. However, U.S.
federal income tax backup withholding at a rate of 31% may be
required, unless the required taxpayer identification information is
provided. See Instruction 11 of the ADS Letter of Transmittal.
4. The U.S. Offer and Withdrawal Rights will expire at 12:00 midnight,
New York City time, on Monday, December 11, 2000, unless the U.S.
Offer is extended.
5. As of the date hereof, the Board of Directors of Gener has not
reviewed the Offers and has not taken a position with respect to the
U.S. Offer.
6. Notwithstanding any other provision of the U.S. Offer, the exchange
of a fraction of an AES share having a value of $16 for each ADS
pursuant to the U.S. Offer will, in all cases, be made only after
timely receipt by the Exchange Agent of (a) ADRs, as appropriate
pursuant to the procedures set forth under the section "OUR
OFFER--Procedure for Accepting Our Offer" of the Prospectus, or a
timely book-entry confirmation with respect to such ADSs, (b) the ADS
Letter of Transmittal (or facsimile thereof), properly completed and
duly executed, with any required signature guarantees or an Agent's
Message (as defined in the Prospectus) in connection with a
book-entry transfer, and (c) any other documents required by the U.S.
Offer.
7. The Purchaser's obligation to exchange AES shares for ADSs is subject
to a number of conditions, including (i) Gener shareholder approval
at a Gener shareholders' meeting of the amendments to Gener 's Bylaws
and the effectiveness under Chilean law of such amendments, (ii) that
AES is satisfied, in its sole discretion that the proposed
transaction between Gener and TotalFinaElf has been terminated or
will not proceed, (iii) that AES has purchased Gener shares in the
Chilean Offer, (iv) that the low per share selling price of AES
common stock on the New York Stock Exchange on any New York Stock
Exchange trading day between the date of the U.S. Offer and the
expiration of the offer, including any extensions thereof, not having
been less than $50 and (v) other customary terms and conditions
described in the section captioned "OUR OFFER--Conditions of Our
Offer."
In order to tender ADSs into the U.S. Offer: (i) a duly executed and
properly completed ADS Letter of Transmittal or a copy thereof and any required
signature guarantee or other required documents should be sent to the Exchange
Agent; and (ii) ADRs representing the tendered ADSs or a timely Book-Entry
Confirmation (as defined in the Prospectus) should be delivered to the Exchange
Agent in accordance with the instructions set forth in the ADS Letter of
Transmittal and the Prospectus.
If holders of ADSs wish to tender, but it is impracticable for them to
forward their ADRs or other required documents or complete the procedures for
book-entry transfer prior to the expiration date, a tender may be effected by
following the guaranteed delivery procedures specified under the section "OUR
OFFER--Procedure for Accepting Our Offer" of the Prospectus.
Any inquiries you may have with respect to the U.S. Offer should be
addressed to Deutsche Bank Securities Inc., the Dealer Manager for the U.S.
Offer, or to D.F. King & Co., Inc., the Information Agent for the U.S. Offer,
at their respective addresses and telephone numbers set forth on the back cover
of the Prospectus.
Requests for additional copies of the enclosed materials may also be
directed to the Dealer Manager or to the Information Agent.
Very truly yours,
DEUTSCHE BANK SECURITIES INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, AES, THE DEALER MANAGER, THE
EXCHANGE AGENT, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE U.S. OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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