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ADS NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
AMERICAN DEPOSITARY SHARES ("ADSs")
(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DEPOSITARY SHARES TENDERED PURSUANT TO THE U.S. OFFER MAY BE WITHDRAWN AT ANY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
As set forth under the section "OUR OFFER--Procedure for Accepting Our
Offer" in the Preliminary Prospectus dated November 9, 2000 (the "Prospectus"),
this Notice of Guaranteed Delivery or one substantially equivalent hereto (this
"Form") must be used to tender ADSs pursuant to the U.S. Offer if the American
Depositary Receipts ("ADRs") evidencing such ADSs are not immediately available
or if the procedures for book-entry transfer cannot be completed on a timely
basis or time will not permit all required documents to reach the Exchange
Agent prior to the termination of the U.S. Offer. This form, properly completed
and duly executed (including the signature guarantee by an Eligible Institution
in the form set forth hereinafter) may be delivered by hand or mail to the
Exchange Agent. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Prospectus.
THE EXCHANGE AGENT FOR THE U.S. OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
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By Mail: Facsimile Transmission: By Hand:
Reorganization Department (For Eligible Institutions Only) Reorganization Department
PO Box 3301 (201) 296-4293 120 Broadway
South Hackensack, NJ 07606 13th Floor
New York, NY 10271
Confirmation of Fax:
(201) 296-4860
By Overnight Courier:
Reorganization Department
85 Challenger Road
Mail Stop-Reorg
Ridgefield Park, NJ 07660
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DELIVERY OF THIS FORM TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A
VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES OTHER THAN FOR THE
PURPOSES DESCRIBED IN THIS FORM. IF A SIGNATURE ON AN ADS LETTER OF TRANSMITTAL
IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS
THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED
IN THE SIGNATURE BOX ON SUCH ADS LETTER OF TRANSMITTAL.
In the case of ADSs held through the Book-Entry Facility, the Notice of
Guaranteed Delivery may be delivered to the Exchange Agent by a participant in
the Book-Entry Facility via the book-entry confirmation system.
SHARES OF GENER S.A. ("GENER") MAY NOT BE TENDERED BY MEANS OF THIS FORM.
Ladies and Gentlemen:
The undersigned hereby tenders to 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 ("AES"), the ADSs
indicated below upon the terms and subject to the conditions set forth in the
Prospectus and the related ADS Letter of Transmittal, receipt of which is
hereby acknowledged, the number of ADSs specified below pursuant to the
Guaranteed Delivery Procedures described in the Prospectus under the section
"OUR OFFER--Procedure for Accepting Our Offer".
The undersigned understands that tendered ADSs will not be accepted by the
Purchaser unless all of the conditions to the U.S. Offer are satisfied or,
where permitted, waived.
Number of ADSs:
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ADR No.(s) (if available): ----------------------------------
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Account Number:
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If ADSs will be tendered by book-entry transfer, check this box [ ]:
Name of Tendering Institution:
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Account Number:
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Date:
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Name of Record Holder(s):
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Address(es):
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Area Code and Tel. No:
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Signature(s):
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Dated:
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THE GUARANTEE BELOW MUST BE COMPLETED
DELIVERY GUARANTEE
The undersigned, a financial institution which is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Program or the Stock Exchange Medallion Program, hereby (a)
guarantees the above named person(s) "own(s)" the ADSs tendered hereby within
the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as
amended, (b) represents that such tender complies with Rule 14e-4 and (c)
guarantees that it will deliver to the Exchange Agent, at one of its addresses
set forth above, the ADRs representing the ADSs tendered hereby, in proper form
for transfer, or confirmation of the book-entry transfer of such ADSs into the
Exchange Agent's account at the Book-Entry Transfer Facility, together with a
properly completed and duly executed ADS Letter of Transmittal or, in the case
of a book-entry transfer, an Agent's Message (as defined in the Prospectus),
with any required signature guarantees and any other required documents, all
within six New York Stock Exchange trading days after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the ADS Letter of Transmittal
and certificates for the ADSs to the Exchange Agent within the time period
shown herein. Failure to do so could result in a financial loss to such
Eligible Institution.
Name of Firm:
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Address:
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Zip Code
Area Code and Tel. No.:
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Authorized Signature:
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Name: ------------------------------
Please Print
Title: -------------------------------------- Dated: ----------------
NOTE: DO NOT SEND SECURITIES WITH THIS NOTICE OF GUARANTEED DELIVERY;
SECURITIES SHOULD BE SENT WITH YOUR ADS LETTER OF TRANSMITTAL
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