You are invited to attend a special meeting of the stockholders (the “Special Meeting”) of The AES Corporation (the “Company”) on June 26, 2026 at 10:00 a.m. (Eastern Daylight Time) to be held as a virtual-only webcast. You will not be able to attend the meeting in person. You are invited to attend and vote via the Internet at www.virtualshareholdermeeting.com/AES2026SM.

At the Special Meeting, you will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 1, 2026, by and among the Company, Horizon Parent, L.P., a Delaware limited partnership (“Parent”), and Horizon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger. Upon the closing of the transactions contemplated by the Merger Agreement, the Company will be jointly owned by investment vehicles affiliated with one or more funds, accounts or other entities owned, managed or advised by Global Infrastructure Management, LLC and the EQT Infrastructure VI fund as well as other investors (collectively, the “Investors”).

If the Merger is completed, the Company will be owned by the Investors, and for each share of our common stock you own, you will be entitled to receive $15.00 in cash, without interest, as described in more detail in the enclosed proxy statement under the heading “The Merger Agreement—Effects of the Merger; Merger Consideration” beginning on page 80. The consideration payable to our stockholders represents a premium of approximately 35.5% relative to the unaffected closing price for shares of our common stock on July 8, 2025 (the last trading day prior to the initial publication of market rumors regarding a potential acquisition of the Company) and a premium of approximately 40.3% over the 30-day volume weighted average price prior to that date.

As a result of the Merger, our common stock will no longer be publicly traded and will be delisted from the New York Stock Exchange. In addition, our common stock will be deregistered under the Securities Exchange Act of 1934, as amended. If the Merger is completed, you will not own any shares of the surviving corporation.

We urge you to read the accompanying proxy statement, which includes information about the Merger and the Special Meeting. The receipt of cash in exchange for your shares pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. For a discussion of the U.S. federal income tax considerations generally applicable to the Merger, see the section entitled “The Proposed Merger—Certain U.S. Federal Income Tax Considerations of the Merger” beginning on page 67 of the accompanying proxy statement.

Whether or not you plan to virtually attend the Special Meeting, please take the time to vote by following the instructions on your proxy card. The board of directors of the Company unanimously recommends a vote FOR all of the proposals described in the proxy statement.

Your vote is very important regardless of the number of shares you own. We cannot complete the Merger unless holders of at least a majority of the outstanding shares of our common stock entitled to vote at the Special Meeting vote in favor of the proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. The failure to vote will have the same effect as a vote against the proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

The enclosed proxy statement is dated May 15, 2026 and is first being mailed to our stockholders on or about May 15, 2026.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger described in the accompanying proxy statement or determined if the accompanying proxy statement is accurate or adequate. Any representation to the contrary is a criminal offense.

The Board unanimously recommends that you vote FOR the Merger Proposal, FOR the Merger-Related Compensation Proposal and FOR any Special Meeting Adjournment Proposal, if presented. Your attention is directed to the accompanying proxy statement for a discussion of the Merger and the Merger Agreement, as well as the matters that will be considered at the Special Meeting.

Your vote is very important. The conditions to the Merger include that our stockholders approve the Merger Proposal. Approval of the Merger Proposal requires approval by holders of at least a majority of all of the

outstanding shares of Company Common Stock entitled to vote at the Special Meeting. Approval of the non-binding Merger-Related Compensation Proposal and any Special Meeting Adjournment Proposal, if presented, is not a condition to completion of the Merger. Approval of each of the non-binding Merger-Related Compensation Proposal and any Special Meeting Adjournment Proposal, if presented, requires the affirmative vote of the holders of a majority of the shares of Company Common Stock entitled to vote at, and represented in person (via the Internet) or by proxy at, the Special Meeting.

If your shares of Company Common Stock are held in “street name” by a broker, bank or other nominee, follow the directions given by the broker, bank or other nominee regarding how to instruct it to vote your shares of Company Common Stock.

Please submit your proxy by accessing the Internet, by telephone or by completing, signing, dating and returning your signed proxy card(s) as soon as possible, so that your shares of Company Common Stock may be represented at the Special Meeting. You may revoke your proxy at any time before the vote at the Special Meeting by following the procedures outlined in the accompanying proxy statement. If you have any questions or need assistance in voting your shares of Company Common Stock, please contact our proxy solicitor:

Unless stated otherwise, when the following bolded terms and abbreviations appear in this proxy statement, they have the meanings indicated below:

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting and the Merger. These questions and answers may not address all the questions that may be important to you as a stockholder. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement, and the documents referred to or incorporated by reference in this proxy statement. You may obtain information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” on beginning on page 117.

The proxy statement is dated May 15, 2026 and, together with the enclosed form of proxy card, is first being mailed to our stockholders on or about May 15, 2026. Except as otherwise specifically noted in this proxy statement, “AES,” “we,” “our,” “us,” the “Company” and similar words refer to The AES Corporation. In addition, the terms “stockholder,” “stockholders,” “you” and “yours” throughout this proxy statement refers to a holder of shares of our common stock, $0.01 par value per share.

This proxy statement, and the documents incorporated by reference in this proxy statement, include “forward-looking statements” within the meaning of the federal securities laws, including safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including statements regarding the Merger, stockholder and regulatory approvals, the expected timetable for completing the Merger and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. When used in this proxy statement, or any other documents, words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “target,” “could,” “goal,” “intend,” “objective,” “plan,” “project,” “seek,” “strategy,” “target,” “may,” “will” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. Although we believe that these forward-looking statements and the underlying assumptions are reasonable, we cannot assure you that they will prove to be correct. Forward-looking statements involve a number of risks and uncertainties, and there are factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Some of those factors (in addition to others described elsewhere in this proxy statement and in subsequent securities filings) include:

These factors, in addition to others described elsewhere in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed on March 2, 2026, and the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed on May 5, 2026, including those described under Item 1A.-Risk Factors therein and in subsequent securities filings, should not be construed as a comprehensive listing of factors that could cause results to vary from our forward-looking information.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements.

The Company is a global energy company headquartered in Arlington, Virginia. The Company owns and operates a diversified portfolio of power generation and electric utility assets. The Company generates and sells electricity to utilities, corporations, industrial users and other customers and also owns and operates transmission and distribution networks that serve residential, commercial and governmental end users. The Company’s generation portfolio includes a mix of conventional and renewable energy sources, and its operations are geographically diversified across multiple regions, including North America, Latin America, Europe and Asia. As of December 31, 2025, the Company and its subsidiaries had approximately 8,300 employees.

The Company was incorporated in Delaware in 1981.

The principal executive offices of the Company are The AES Corporation, 4300 Wilson Boulevard, Arlington, VA 22203, Attention: Legal Department.

Parent is jointly controlled by the Consortium led by affiliates of GIP and EQT Sponsor and comprised of: (i) investment vehicles affiliated with one or more funds, accounts or other entities managed or advised by GIP, namely (a) GIP V, and (b) Tower Bridge, an investment vehicle managed by GIP on behalf of CalPERS; (ii) investment vehicles affiliated with one or more funds, accounts or other entities owned, managed or advised by EQT or its affiliates, including EQT VI; and (iii) an investment vehicle affiliated with QIA. Parent was formed solely for the purpose of entering into the Merger Agreement and completing the Merger and the other transactions contemplated by the Merger Agreement.

The principal executive offices of Parent are c/o Global Infrastructure Management, LLC, 50 Hudson Yards, 18th Floor, New York, NY 10001, Attention: GIP Legal.

Merger Sub was formed solely for the purpose of entering into the Merger Agreement and completing the Merger and the other transactions contemplated by the Merger Agreement. Merger Sub is a wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Subject to the terms of the Merger Agreement, upon the completion of the Merger, Merger Sub will cease to exist, and the Company will continue as the surviving corporation.

The principal executive offices of Merger Sub are c/o Global Infrastructure Management, LLC, 50 Hudson Yards, 18th Floor, New York, NY 10001, Attention: GIP Legal.

GIP, a part of BlackRock, is a leading infrastructure investor that specializes in investing in, owning and operating some of the largest and most complex assets across the energy, transport, digital infrastructure and water and waste management sectors. With decarbonization central to its investment thesis, GIP is well positioned to support the global energy transition. GIP’s focus on real infrastructure assets, combined with its deep proprietary origination network and comprehensive operational expertise, enables GIP to be responsible stewards of its clients’ capital and create positive economic impact for communities. Headquartered in New York, GIP has offices in Brisbane, Dallas, Hong Kong, London, Melbourne, Mumbai, Singapore, Stamford and Sydney. GIP’s scaled platform has over $193 billion in assets under management, as of September 30, 2025. The companies in GIP’s equity portfolios have combined annual revenues of approximately $64 billion and employ approximately 128,000 people, as of September 30, 2025.

The principal executive offices of GIP are c/o Global Infrastructure Management, LLC, 50 Hudson Yards, 18th Floor, New York, NY 10001, Attention: GIP Legal.

EQT is a purpose-driven global investment organization with EUR 270 billion in total assets under management (EUR 141.2 billion in fee-generating assets under management) as of December 31, 2025, within two business segments – Private Capital and Real Assets. EQT owns portfolio companies and assets in Europe, Asia Pacific and the Americas and supports them in achieving sustainable growth, operational excellence and market leadership.

The U.S. principal executive offices of EQT are c/o EQT Partners Inc., 245 Park Avenue, 34th Floor, 10167 New York, NY, Attention: EQT Legal.

CalPERS is the largest defined benefit public pension fund in the U.S., with a net position of $600.2 billion in its Public Employees’ Retirement Fund as of December 31, 2025. The portfolio invests in stocks, bonds, real estate, infrastructure, private equity, inflation-linked assets and other public and private investment vehicles, with a goal to generate total returns on a long-term basis while managing risk. Headquartered in Sacramento, California, CalPERS serves nearly 2.4 million members, providing retirement benefits to state, school, and public employees, along with health benefit services to 1.5 million members.

The principal executive offices of CalPERS are c/o California Public Employees’ Retirement System, Lincoln Plaza East, 400 Q Street, Sacramento, California 95811, Attention: CalPERS Legal.

QIA is the sovereign wealth fund of the State of Qatar. QIA was founded in 2005 to invest and manage the state reserve funds. QIA is among the largest and most active sovereign wealth funds globally. QIA invests across a wide range of asset classes and regions as well as in partnership with leading institutions around the world to build a global and diversified investment portfolio with a long-term perspective that can deliver sustainable returns and contribute to the prosperity of the State of Qatar.

The principal executive offices of QIA are c/o Qatar Investment Authority, Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, Qatar, Attention: General Counsel.

The information contained in this proxy statement is furnished in connection with the solicitation of the enclosed proxy by and on behalf of the Board. The proxy will be used at the Special Meeting. We are first mailing this proxy statement and accompanying proxy card to our stockholders on or about May 15, 2026.

The Special Meeting will take place on June 26, 2026 at 10:00 a.m. (Eastern Daylight Time). The Special Meeting will be held as a virtual-only webcast at www.virtualshareholdermeeting.com/AES2026SM.

As of the date of this proxy statement, the only known business to be presented at the Special Meeting is (1) the Merger Proposal, (2) the Merger-Related Compensation Proposal, (3) any Special Meeting Adjournment Proposal, if presented, and (4) any other business as may properly come before the Special Meeting or any adjournments of the Special Meeting. We are not aware of any other business to be acted upon at the Special Meeting. If any other matters properly come before the Special Meeting, or any adjourned meeting, all shares represented by valid proxies will be voted in accordance with the judgment of the appointed proxies.

The holders of the outstanding shares of Company Common Stock as of the close of business on the Record Date are entitled to one vote for each share held of record on each matter presented to a vote at the Special Meeting to which this proxy statement relates. However, shares for which no proxy is returned (whether registered in the name of the actual holder or in the name of a broker, bank or other nominee) will not be voted. Only stockholders of record as of the close of business on the Record Date will be entitled to vote at the Special Meeting or at any adjournment of the Special Meeting. The Record Date for the Special Meeting is earlier than the date of the Special Meeting.

If you own shares of Company Common Stock as of the close of business on the Record Date but transfer your shares after the close of business on the Record Date but before the Special Meeting, you will retain your right to vote such shares at the Special Meeting, but you will no longer have the right to receive the Merger Consideration with respect to such shares. As of the close of business on the Record Date, there were 713,157,713 shares of Company Common Stock issued and outstanding and entitled to vote at the Special Meeting. The presence at the Special Meeting, via the Special Meeting website or by proxy, of the holders of a majority of the shares of Company Common Stock entitled to vote at the Special Meeting constitutes a quorum for the Special Meeting.

If you are a Company stockholder of record and you vote by mail, by telephone or by Internet or at the Special Meeting via the Special Meeting website, then your shares of Company Common Stock will be counted as part of the quorum. If you are a “street name” holder of shares of Company Common Stock and you provide your broker, bank or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares and you do not provide your broker, bank or other nominee with voting instructions, then your shares will not be counted as present in determining the presence of a quorum.

All shares of Company Common Stock held by stockholders of record that are present via the Special Meeting website or represented by proxy and entitled to vote at the Special Meeting, regardless of how such shares are voted or whether such stockholders abstain from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the Special Meeting may be adjourned.

If you are a Company stockholder of record, you have the right to revoke your proxy at any time prior to the time your shares of Company Common Stock are voted at the Special Meeting. If you are a stockholder of record of Company Common Stock as of the close of business on the Record Date, your proxy can be revoked in several ways:

However, if your shares of Company Common Stock are held in “street name,” you must check with your broker, bank or other nominee to determine how to revoke your proxy.

The affirmative vote of the holders of a majority of all of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting is required to approve the Merger Proposal.

The affirmative vote of the holders of a majority of the shares of Company Common Stock entitled to vote at, and represented in person (by Internet) or by proxy at, the Special Meeting is required to approve the Merger-Related Compensation Proposal. Because the vote on the Merger-Related Compensation Proposal is advisory only, it will not be binding on us. Accordingly, if the Merger Proposal is approved and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of our stockholders on the Merger-Related Compensation Proposal.

The affirmative vote of the holders of a majority of the shares of Company Common Stock entitled to vote at, and represented in person (by Internet) or by proxy at, the Special Meeting is required to approve any Special Meeting Adjournment Proposal, if presented.

Under the listing requirements of the NYSE, brokers, banks or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers, banks or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine.” Accordingly, a “broker non-vote” occurs when a broker, bank or other nominee returns a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but does not vote on a particular item because it does not have discretionary authority to vote on the matter and has not received specific voting instructions from the beneficial owner of such shares.

The Company does not expect any broker non-votes at the Special Meeting because, under NYSE rules, your broker, bank or other nominee does not have discretionary authority to vote your shares of Company Common Stock on any of the proposals described in this proxy statement. Therefore, if you do not instruct your broker, bank or other nominee on how to vote your shares:

Due to the foregoing, please be sure to provide your broker, bank or other nominee with instructions on how to vote your shares of Company Common Stock as soon as possible. Please check the voting form used by your broker, bank or other nominee to see if it offers Internet or telephone submission of proxies.

For the Merger Proposal, an abstention or a failure to vote will have the same effect as a vote AGAINST such proposal.

For the Merger-Related Compensation Proposal, an abstention will have the same effect as a vote AGAINST such proposal and a failure to vote at the Special Meeting will have no effect on the vote on such proposal.

For any Special Meeting Adjournment Proposal, if presented, an abstention will have the same effect as a vote AGAINST such proposal and a failure to vote at the Special Meeting will have no effect on the vote on such proposal.

See the section entitled “Appraisal Rights” beginning on page 109 and the text of Section 262 of the DGCL, which section is reproduced in its entirety as Annex D to this proxy statement, for more information regarding appraisal rights.

Our directors and executive officers beneficially owned 5,535,308 shares of Company Common Stock as of the close of business on the Record Date for the Special Meeting. These shares represented in total 0.78% of Company Common Stock outstanding and entitled to vote as of the close of business on the Record Date. We currently expect that each of our directors and executive officers will vote their shares of Company Common Stock in favor of all the proposals to be voted on at the Special Meeting, although none of them has entered into any agreements obligating them to do so.

Stockholders of record may vote:

If your shares of Company Common Stock are held by a broker, bank or other nominee, please review the voting options provided by them on your voter instruction form and act accordingly.

Whether or not you plan to attend the Special Meeting, your vote is important and you are urged to vote as soon as possible. You may revoke your proxy prior to or at the Special Meeting. If your shares of Company Common Stock are held by a broker, bank or other nominee, it is important that they receive your voting instructions.

We do not expect that any matter will be brought before the Special Meeting other than the Merger Proposal, the Merger-Related Compensation Proposal, and any Special Meeting Adjournment Proposal, if presented. If any other matters properly come before the Special Meeting, or any adjourned meeting, all shares represented by valid proxies will be voted in accordance with the judgment of the appointed proxies.

The Board solicits your proxy for use at the Special Meeting. Shares of Company Common Stock held in your name and represented by your proxy will be voted as you instruct if your proxy is duly executed and returned prior to the Special Meeting. Shares represented by proxies that are returned signed but without instructions for voting will be voted as recommended by the Board. Shares represented by proxies that are returned unsigned or improperly marked will be treated as abstentions for voting purposes. You may vote during the Special Meeting by visiting www.virtualshareholdermeeting.com/AES2026SM and entering the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. You may also revoke your proxy at any time before it is exercised by written notice to the Corporate Secretary of the Company received prior to the time of the Special Meeting. See the section entitled “Information about the Special Meeting and Voting—Revoking Proxies” beginning on page 16 for additional detail.

If your shares are held in “street name” through a broker, bank or other nominee, you will receive instructions on how to vote from your broker, bank or other nominee. You must follow their instructions in order for your shares to be voted.

The cost of preparing, assembling, printing, and mailing this proxy statement, the enclosed proxy and any other material which may be furnished to stockholders in connection with the solicitation of proxies for the Special Meeting will be borne by us. We have retained Innisfree to assist in soliciting proxies from stockholders, including brokers’ accounts, at an estimated fee of $257,000 plus reasonable out-of-pocket expenses. In addition, some of our officers and other employees, who will receive no compensation in addition to their regular salaries for such solicitation, may solicit proxies by telephone, email, or personal visits. The cost of such additional solicitation, if any, will be borne by us. We expect to reimburse banks, brokerages, and other custodians of Company Common Stock for their reasonable charges and expenses in forwarding proxy materials to beneficial owners.

Our stockholders are being asked to approve any Special Meeting Adjournment Proposal, if presented, which will give our Board authority to adjourn the Special Meeting, including to solicit additional proxies in favor of the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a quorum. The affirmative vote of the holders of a majority of the shares of Company Common Stock entitled to vote at, and represented in person (via the Internet) or by proxy at, the Special Meeting is required to approve any Special Meeting Adjournment Proposal, if presented.

If we adjourn the Special Meeting to a date that is 30 days or less from June 26, 2026 and we do not set a new record date, we will announce prior to adjournment the date, time and location at which the Special Meeting will be reconvened. No other notice will be provided. If adjournment is for more than 30 days from June 26, 2026, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the Special Meeting.

We are not aware of any other business to be acted upon at the Special Meeting. If any other matters properly come before the Special Meeting, or any adjourned meeting, all shares represented by valid proxies will be voted in accordance with the judgment of the appointed proxies.

The discussion of the Merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

The Company and Parent agreed to the acquisition of the Company by Parent under the terms of the Merger Agreement. The Board is using this proxy statement to solicit proxies from the holders of Company Common Stock for use at the Special Meeting.

At the Special Meeting, holders of shares of Company Common Stock will be asked to vote on (1) the Merger Proposal, (2) the Merger-Related Compensation Proposal, (3) any Special Meeting Adjournment Proposal, if presented, and (4) any other business as may properly come before the Special Meeting or any adjournments of the Special Meeting. We are not aware of any other business to be acted upon at the Special Meeting. If any other matters properly come before the Special Meeting, or any adjourned meeting, all shares represented by valid proxies will be voted in accordance with the judgment of the appointed proxies.

If a quorum is present or represented at the Special Meeting, the affirmative vote of the holders of a majority of all of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting is required to approve the Merger Proposal. Accordingly, for stockholders of record who are not present or represented at the Special Meeting and for beneficial owners who fail to instruct their broker, bank or other nominee to vote on any proposal, a failure to vote will have the same effect as a vote against the Merger Proposal.

The vote on the Merger Proposal is a vote separate and apart from the vote to approve either the Merger-Related Compensation Proposal or any Special Meeting Adjournment Proposal, if presented. Accordingly, a Company stockholder may vote to approve the Merger Proposal and vote not to approve the Merger-Related Compensation Proposal or any Special Meeting Adjournment Proposal, and vice versa.

The Merger will not be completed unless our stockholders approve the Merger Proposal. The Board unanimously recommends that stockholders vote “FOR” the Merger Proposal.

As a result of the Merger, Company Common Stock will no longer be publicly traded and will be delisted from the NYSE. In addition, Company Common Stock will be deregistered under the Exchange Act. If the Merger is completed, you will not own any shares of the surviving corporation.

On and subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held by any holder who properly exercises appraisal rights under Delaware law in respect of such shares) will be converted into the right to receive the Merger Consideration.

In addition, generally speaking, Company equity compensation awards will be treated as follows at the Effective Time:

Notwithstanding the above, any converted cash award issued in respect of Company PSUs and any Company PCUs, in each case, granted in connection with the Company’s 2027 annual grant process will be subject to performance-based vesting conditions that will be determined by the Company. Such performance conditions will continue to apply following the Effective Time. As of the date hereof, none of the Company’s executive officers has entered into any new agreement, arrangement or understanding with Parent or any of its affiliates regarding the terms and conditions of Company PSUs or Company PCUs to be granted in connection with the Company’s 2027 annual grant process.

As of the date of this proxy statement, the estimated maximum total amount of funds required to complete the Merger is approximately $10.69 billion. Parent and Merger Sub expect this amount to be funded through equity financing in an aggregate amount of up to $10.69 billion. See the section entitled “The Proposed Merger—Equity Commitment Agreements” beginning on page 21.

The consummation of the Merger under the Merger Agreement is not subject to any financing condition.

Concurrently with the execution of the Merger Agreement on March 1, 2026, each of GIP V, Tower Bridge and EQT VI (the “Issuing Sponsors”) executed and delivered to Merger Sub equity commitment agreements pursuant to which each such Issuing Sponsor committed, solely for the purpose of funding, and only to the extent necessary to fund its pro rata share, to make an equity contribution to Merger Sub in an amount equal to its pro rata share of a maximum

aggregate amount of approximately $10.69 billion at or prior to the date of the Merger. The proceeds of the equity commitments will be used by Merger Sub, together with the other sources of funds (if any), solely to fund the Merger Consideration, in accordance with the provisions of the Merger Agreement and the equity commitment agreements, and subject to the terms and conditions thereof.

Each Issuing Sponsor’s obligation to fund the equity commitment is conditioned upon:

The maximum aggregate liability under the equity commitment agreement for each Issuing Sponsor will not exceed an amount equal to such Issuing Sponsor’s pro rata portion of approximately $10.69 billion with respect to the obligation to fund a portion of the Merger Consideration.

The Company is an express third-party beneficiary in certain instances of each equity commitment agreement and has the right to seek specific performance of each Issuing Sponsor’s obligations under each equity commitment agreement.

Concurrently with the execution of the Merger Agreement, (a) GIP V and CalPERS executed and delivered limited guaranties in favor of the Company pursuant to which each such Issuing Sponsor agreed to guarantee the due and punctual payment and (b) EQT Sponsor executed and delivered a Termination Equity Commitment Letter in favor of Merger Sub pursuant to which EQT VI agreed to contribute equity to Merger Sub, in each case, if and when due in accordance with the Merger Agreement, and subject to the limitations of liability and conditions set forth therein, of such Issuing Sponsor’s pro rata share of any termination fees payable by Merger Sub (and certain other expenses, if any, payable in connection therewith).

Each Issuing Sponsor’s obligations under its applicable limited guaranty or termination equity commitment agreement will terminate and be of no further force and effect upon the earliest to occur of:

In connection with the entry into the Merger Agreement, Goldman Sachs Bank USA and Citigroup Global Markets Inc. (the “Initial Commitment Parties”) provided a commitment to Merger Sub under a debt commitment letter, dated March 1, 2026 (as amended, restated, supplemented or otherwise modified in accordance its terms and the terms of the Merger Agreement, the “Debt Commitment Letter”), pursuant to which the Initial Commitment Parties committed to provide debt financing (the “Debt Financing”) consisting of (1) a senior unsecured 364-day term loan facility in an aggregate principal amount of up to approximately $4.72 billion, which may be borrowed by the Company (the “Backstop Term Loan Facility”), (2) a senior unsecured 364-day revolving credit facility in an aggregate principal amount of up to $2.15 billion, which may be borrowed by the Company (the “Backstop Revolving Credit Facility”) and (3) a senior unsecured letter of credit facility in an aggregate principal amount of up to $475 million, which may be utilized by the Company (the “Backstop L/C Facility” and, together with the Backstop Term Loan Facility and the Backstop Revolving Credit Facility, the “Facilities”).

On March 13, 2026, certain requisite consents with respect to our existing credit agreement, dated as of September 24, 2021, by and among us, Citibank, N.A., as the administrative agent, and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms) were obtained. As a result, the Initial Commitment Parties’ obligations to provide the Backstop Revolving Credit Facility were reduced by $1.5 billion.

On March 13, 2026, certain requisite consents with respect to our subsidiary’s existing credit agreement, dated as of March 25, 2025, by and among The Dayton Power and light Company, PNC Bank, as the administrative agent, and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms) were obtained. As a result, the Initial Commitment Parties’ obligations to provide the Backstop Revolving Credit Facility were reduced by $350 million.

On March 16, 2026, certain requisite consents with respect to our existing credit agreement, dated as of December 6, 2024, by and among us, Sumitomo Mitsui Banking Corporation, as the administrative agent, and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms) were obtained. As a result, the Initial Commitment Parties’ obligations to provide the Backstop Revolving Credit Facility were reduced by $300 million, and the Initial Commitment Parties’ obligations to provide the Backstop Revolving Credit Facility were fully terminated.

On March 16, 2026, certain requisite consents with respect to our existing continuing letter of credit agreement, dated as of December 1, 2022, by and among us and BNP Paribas (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms) were obtained. As a result, the Initial Commitment Parties’ obligations to provide the Backstop L/C Credit Facility were reduced by $238 million.

On March 16, 2026, certain requisite consents with respect to our existing continuing letter of credit agreement (uncommitted), dated as of June 29, 2023, by and among us and Société Générale (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms) were obtained. As a result, the Initial Commitment Parties’ obligations to provide the Backstop L/C Credit Facility were reduced by $37 million.

On March 16, 2026, certain requisite consents with respect to our existing letter of credit agreement, dated as of December 8, 2025, by and among us and Barclays Bank PLC (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms) were obtained. As a result, the Initial Commitment Parties’ obligations to provide the Backstop L/C Credit Facility were reduced by $200 million, and the Initial Commitment Parties’ obligations to provide the Backstop L/C Facility were fully terminated.

The Initial Commitment Parties’ obligation to provide the remaining portion of the Debt Financing under the Backstop Term Loan Facility is subject to customary conditions, including, without limitation, the following (subject to certain exceptions and qualifications as set forth in the Debt Commitment Letter):

The interest rate applicable to the loans under the Backstop Term Loan Facility will range from a rate equal to, at the Company’s option, SOFR plus a margin of 0.750% to 1.250% per annum or a base rate plus a margin of 0% to 0.250% per annum, depending on the Company’s senior debt rating; provided that the foregoing interest rate is subject

to 0.250% step-up on each of the 90^th, 180^th, and 270^th day after the Closing Date. A commitment fee equal to a percentage ranging from 0.175% to 0.500%, depending on the Company’s senior debt rating, will accrue on account of the aggregate principal amount of the loans under the Facilities.

Although the Debt Financing described in this proxy statement is not subject to due diligence or a “market out” provision, which allows lenders not to fund their commitments if certain conditions in the financial markets prevail, there is still a risk that such Debt Financing may not be funded when required. The remaining Debt Financing, consisting of the remaining Backstop Term Loan Facility commitments, is not expected to be borrowed on the Closing Date. Loans under the Backstop Term Loan Facility would only be expected to be borrowed to the extent “change of control” offers under the AES Senior Notes due 2030, AES Senior Notes due 2031, DPL Senior Notes due 2029, IPALCO Senior Secured Notes due 2030 and IPALCO Senior Secured Notes due 2034 are required to be undertaken after the Closing Date and holders of any such notes accept an applicable “change of control” offer. As of the date of this proxy statement, no alternative financing arrangements or alternative financing plans have been made in the event the Debt Financing described in this proxy statement is not available as anticipated.

The consummation of the Merger under the Merger Agreement is not subject to any financing condition. Subject to the terms and conditions of the Merger Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter, subject to any modifications permitted by the Merger Agreement. The Debt Financing is not intended to fund the Merger Consideration and is intended only to refinance the principal amount (along with any applicable prepayment premium) and/or commitments of the applicable debt facilities being backstopped to the extent prepayments with respect to such debt are required in connection with the Merger.

The Merger is not conditioned upon receipt of financing by Parent or Merger Sub.

Parent and Merger Sub have agreed to use their reasonable best efforts to, and to use their reasonable best efforts to cause their respective affiliates and representatives to, take all actions and do all things necessary, proper or advisable to obtain the net proceeds of financing, or any substitute financing, including, among other things, maintaining in effect and complying with all obligations under (1) the equity commitment agreements among Parent and its affiliates and (2) the Debt Commitment Letter and the fee letters related thereto. Parent has agreed, upon our reasonable request from time to time, to keep us reasonably informed on a current and timely basis of the status of Parent’s efforts to obtain the financing and to satisfy the conditions thereof, including advising and updating us, in a reasonable level of detail, with respect to status, proposed closing date of the financing and material terms of the definitive documentation related to the financing, and to give us prompt written notice (A) of any actual, alleged or purported breach, default, repudiation, cancellation or termination, or any event or circumstance that (with or without notice, lapse of time or both) could reasonably be expected to give rise to any such breach, default, repudiation, cancellation or termination, by any party to any of the debt commitment letter or definitive agreements related to the debt financing, (B) of any amendment, supplement, waiver, other modification or termination of the Debt Commitment Letter or related letters (other than certain customary amendments or supplements to add commitment parties) or definitive agreements related thereto, and (C) if for any reason at any time Parent believes in good faith that it may not be able to obtain all or any portion of the debt financing on the terms, in the manner or from the sources contemplated by the debt commitment letters or any of the definitive agreements related to the debt financing. Parent shall provide any information reasonably requested by us relating to any of the circumstances referred to in clauses (A) through (C) of the immediately preceding sentence promptly after we make any such request.

We will use our reasonable best efforts, and will cause our subsidiaries to use reasonable best efforts, to provide customary cooperation to Parent in connection with the arrangement of the Debt Financing component of the financing as reasonably requested by Parent. Under the terms of the Merger Agreement, we, our affiliates and our respective subsidiaries have no obligation to incur any costs, fees or liabilities with respect to the Debt Financing. Parent has agreed to reimburse all reasonable and documented out-of-pocket costs incurred by us, our affiliates or our respective subsidiaries and representatives in connection with any cooperation provided by such persons in connection with the Debt Financing and to indemnify and hold us, our affiliates and our respective subsidiaries and representatives harmless from and against all damages, fees, costs and expenses suffered or incurred arising out of such cooperation or the Debt Financing and any information used in connection therewith, other than those damages, fees, costs or expenses resulting from us, our subsidiaries or any of our respective representatives’ fraud, gross negligence or willful misconduct.

In addition, we have agreed that, upon Parent’s request, we will use reasonable best efforts to obtain waivers of any “change of control” (or similar term), any default or event of default or any mandatory prepayment or prepayment right or offer for prepayment right arising under certain debt agreements as a result of any of the transactions contemplated by the Merger Agreement and in obtaining other amendments to such debt agreements as may be reasonably requested by Parent, which assistance shall include, without limitation, coordinating with (and introducing Parent and its representatives to) the agents, lenders, noteholders and letter of credit issuers under such debt agreements, executing and entering into such waivers and amendments and complying with customary closing deliverables required for the effectiveness thereof.

As of the date of this proxy statement, all such waivers and other amendments that have been identified or requested have been obtained, except for those with respect to the AES Senior Notes due 2030, AES Senior Notes due 2031, DPL Senior Notes due 2029, IPALCO Senior Secured Notes due 2030 and IPALCO Senior Secured Notes due 2034.

The following chronology summarizes the key meetings and events that led to the execution of definitive documentation, including the Merger Agreement, in connection with the Company’s transaction with Parent and Merger Sub. The following chronology does not purport to catalogue every conversation among representatives of the Company, Parent or any other parties. Other than as described below, there have been no material contacts between the Company and Parent in the past two years.

As part of its ongoing evaluation of the Company’s businesses, the Board, together with senior management, regularly reviews and assesses the Company’s strategic direction, operations, financial performance and business plans, as well as the Company’s prospects and the strategic landscape for the Company’s businesses, with a view towards strengthening the Company’s businesses and identifying opportunities to increase stockholder value.

Over the years, the Board has reviewed and considered, from time to time, among other items, potential opportunities for business combinations, acquisitions, divestitures and other financial and strategic alternatives, taking into account economic, competitive, regulatory and other conditions, as well as historical and projected industry trends and developments. The Board has also engaged, from time to time during the last few years, in discussions to explore various strategic pathways available to the Company to drive enhanced growth and maximize stockholder value, including potential divestitures, spin-offs, strategic partnerships, capital raising initiatives and other transactions. The Board considered such alternatives in light of risks of continued operation without any such transactions.

In many instances, the consideration of these transactions did not proceed beyond preliminary stages. However, in some instances, negotiations resulted in the entry into and consummation of sales of certain portions of the business. For example, in May 2024, the Company agreed to sell its 47.3% stake in AES Brasil to Auren Energia, a large Brazilian hydro and wind generator listed on the BOVESPA and controlled by the Brazilian conglomerate Votorantim and the Canadian pension fund CPP-I. In September 2024, the Company agreed to sell a 30% indirect interest in AES Ohio to Caisse de dépôt et placement du Québec.

In early 2024, while in attendance at certain industry conferences or forums, Andrés Gluski, Chief Executive Officer of the Company, routinely met with various parties, including Party A, a sovereign wealth fund, together with certain of its affiliates, and Party B, a publicly traded international energy holding company, and, among other things, discussed potential strategic partnerships and investment opportunities.

On March 19, 2024, Mr. Gluski met with a representative of management of Party B for dinner, where the parties discussed potential strategic partnerships, including the possibility of a business combination of certain of the Company’s businesses with certain of Party B’s and GIP’s businesses.

On April 17, 2024, the Board held a regularly scheduled meeting attended by certain members of senior management. Representatives of senior management of the Company discussed with the Board the performance of the Company Common Stock. At a dinner in connection with the meeting, Mr. Gluski provided an update to the Board regarding his discussions with, and potential interest in a partnership with and/or investment in the Company received from each of Party A and certain of its affiliates, Party B, and GIP. He also noted that despite successful execution of AES’ clean energy strategy, the Company’s public valuation remained challenged. The Board discussed potential strategic alternatives, including further asset sales, spin-offs, or a potential merger or take-private transaction, to bridge this valuation gap and secure funding for AES’ planned significant growth investments in renewables and infrastructure. The Board was supportive of Mr. Gluski continuing discussions with counterparties regarding potential interest in a partnership with and/or investment in the Company.

On April 22, 2024, Joel Abramson, Senior Vice President, Mergers & Acquisitions and Strategy of the Company, spoke with Jonathan Bram, Partner at GIP, about exploring a potential transaction.

Following additional preliminary conversations between representatives of the Company and GIP and Party B regarding a potential combination of certain of the Company’s businesses and the counterparties’ businesses, on June 12, 2024, GIP and Party B jointly executed a confidentiality agreement with the Company, which contained customary terms, including a standstill provision (which standstill would expire upon the Company’s entry into a definitive agreement for a sale of the Company).

On June 13, 2024, certain members of senior management of the Company met in New York with representatives of GIP and Party B together, where the parties engaged in preliminary discussions about a potential transaction with the Company involving a combination of certain of the businesses of the three parties and an investment in the Company by GIP and Party B.

On June 17, 2024, representatives of the Company had a call with representatives of GIP to discuss a variety of potential transaction structures, including the possibility of a take-private transaction involving the Company.

On July 10, 2024, the Board held a regularly scheduled meeting attended by certain members of senior management. In connection with their review of the Company’s standalone plan, Mr. Gluski and the Board discussed key challenges and opportunities facing the Company. Mr. Gluski provided an update on his initial discussions with GIP and Party B regarding the possibility of exploring a transaction involving the combination of certain of the Company’s business and the counterparties’ businesses, and the potential for value creation from such transaction. Mr. Gluski also indicated that, after discussions regarding the potential transaction, the counterparties also expressed an interest in exploring a broader transaction with the Company as opposed to a combination of the respective businesses. A discussion followed, and the Board directed Mr. Gluski to continue discussions with counterparties to further explore the possibility of a broader transaction.

During the week of July 15, 2024, the Company reached out to representatives of J.P. Morgan regarding various financial advisory services, including in connection with the Company’s consideration of various strategic considerations, including a potential transaction with GIP and Party B.

On August 1, 2024, certain members of senior management of the Company had a call with representatives from J.P. Morgan and Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) (counsel to the Company). The discussion centered around the process for exploring a potential transaction, including information sharing as well as possible structuring and regulatory considerations in connection with the various scenarios, including potential asset divestitures, spin-offs, third-party investments or a take-private transaction. Over the next few weeks, Company management continued discussions with representatives of J.P. Morgan and Skadden regarding the process and logistics of such transactions.

On August 29, 2024, representatives of senior management of the Company discussed a potential transaction with representatives of the two potential counterparties, GIP and Party B. Over the next few days, the parties had a series of discussions to characterize the potential structure of a transaction. The parties also discussed GIP’s and Party B’s due diligence expectations and next steps required in order for the counterparties to be in a position to submit a proposal with respect to a potential transaction. Mr. Gluski expressed that he would need to discuss these updates with the Board before further discussions ensued and due diligence progressed.

On September 5, 2024, representatives of senior management of the Company met with representatives of senior management of GIP to discuss potential transaction structuring considerations, including considerations with respect to a potential combination of certain of the Company’s business and the counterparties’ businesses as well as a potential take-private transaction.

On September 12, 2024, the Board held a meeting attended by certain members of senior management of the Company. Mr. Gluski summarized the prior discussions with the Board in July about market trends and initial discussions that had occurred regarding a potential transaction with two potential counterparties, GIP and Party B, with respect to certain components of the Company’s businesses. Mr. Gluski indicated that in the most recent discussions with representatives of senior management of GIP and Party B, they indicated a desire to explore a possible take-private of the Company as a whole, rather than alternative transaction structures. Following such discussions, the Board directed Mr. Gluski to continue to engage in discussions to explore the potential combination of certain of the parties’ businesses as well as a potential take-private transaction with GIP and Party B.

On September 19, 2024, GIP and Party B communicated to representatives of the Company that they planned to send a document to the Company outlining certain high-level details for a potential transaction.

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.

That same day, the Company received a document from GIP and Party B with certain high-level details for a potential transaction and an indication that GIP and Party B were working on a preliminary take-private transaction proposal.

On October 10, 2024, the Board held a regularly scheduled meeting. At a dinner in connection with the meeting, Mr. Gluski provided the Board with an update on discussions with GIP and Party B since the September 12, 2024 board meeting regarding the potential combination of certain of the Company’s business and the counterparties’ businesses as well as a potential take-private transaction. Mr. Gluski stated that he was planning to meet with the chief executive officers of GIP and Party B the following week to further discuss exploring a potential transaction. The Board was supportive of Mr. Gluski continuing discussions with GIP and Party B. The planned discussions with GIP and Party B were briefly postponed while the Company considered the proposed transaction details provided in the document from GIP and Party B.

On October 25, 2024, Mr. Abramson spoke with Mr. Bram, who indicated that GIP and Party B remained interested in a potential transaction and discussed possible timelines.

On November 8, 2024, the Board held a meeting attended by certain members of senior management of the Company. Mr. Gluski updated the Board on ongoing discussions with GIP and Party B regarding a potential combination of certain of the Company’s business and the counterparties’ businesses as well as a potential take-private transaction. Mr. Gluski indicated that, after further discussions with Company management, he recommended that the Company discontinue discussions with the counterparties related to the potential transaction in light of other priorities and external conditions, including renewable policy uncertainties following the U.S. presidential and congressional elections and a focus on execution of a substantial internal restructuring within the Company. After further discussion, the Board supported Mr. Gluski’s proposal to discontinue discussions with GIP and Party B. In the following days, Mr. Gluski informed GIP and Party B that the Board had determined to terminate discussions regarding a transaction at that time.

On December 6, 2024, the Board held a regularly scheduled meeting attended by certain members of senior management of the Company. Representatives of Company management discussed with the Board the position of the Company in the market and the Company’s strengths, challenges and needs in the current climate. Representatives of Company management also presented on certain potential structural and strategic alternatives under analysis by the Company, including public and private market options that would enable the Company to execute its strategy in the short term and long term. Representatives of Company management also presented on headwinds faced by the Company, including limited public stockholder demand for the Company’s portfolio in the current market, maintaining multiple competing objectives in conjunction with funding the capital plan, and meeting short-term financial goals. The Board considered the challenges and the range of possible alternatives presented by the Company and its advisors.

On January 22 and 23, 2025, senior management of the Company met informally and separately with representatives of GIP, Party A and Party C, a publicly traded owner of renewable power and utility assets, through separate events while attending the World Economic Forum in Davos, Switzerland. Each party informally expressed interest in exploring a potential transaction with the Company, including potentially in partnership with other parties.

On February 7, 2025, the Board held a meeting attended by certain members of senior management of the Company. Mr. Gluski updated the Board regarding the recent interest expressed by GIP, Party A and Party C in a transaction of the type that the Company had stopped pursuing in the fall of 2024. Mr. Gluski informed the Board regarding the meetings in late January with the potentially interested counterparties and noted they each expressed an interest in continuing discussions with the Company regarding a potential transaction. Mr. Gluski also noted that he was supportive of continuing to engage in discussions with the potential counterparties. Following further discussion, the Board supported Mr. Gluski’s proposal to engage in such discussions regarding a potential transaction and directed management to explore a process that would maximize shareholder value.

On February 13, 2025, Mr. Gluski attended a “BlackRock-GIP Energy Transition Summit” dinner alongside members of senior management of GIP in New York. The attendees discussed GIP’s pending integration with BlackRock’s business, as well as the possibility of resuming discussions regarding a potential transaction.

On February 20, 2025, in response to a request from Party C, Mr. Gluski held an initial call with Party C, during which Party C signaled an interest in a potential transaction and indicated it would begin evaluating a possible proposal.

On February 20 and 21, 2025, the Board held a regularly scheduled meeting attended by certain members of senior management of the Company. Members of management of the Company updated the Board regarding the previously discussed potential transaction with two potential counterparties, GIP and Party B, involving the potential combination of certain of the Company’s business and the counterparties’ businesses, as well as a potential take-private transaction, in which the Company had agreed to continue pursuing discussions during its last board meeting. Mr. Gluski and other members of the Company’s management further discussed the current work of the Company in exploring such strategic opportunities and addressed questions of the Board on potential synergies and growth opportunities as well as potential risks associated with various alternative transactions. Following further discussion, the Board supported management continuing to explore and engage in further discussions regarding a potential transaction with select potential counterparties.

On February 25, 2025, Mr. Gluski met virtually with principals from Party A, who confirmed interest in a potential acquisition of the Company in partnership with certain of Party A’s affiliates.

On March 3, 2025, Mr. Gluski virtually held a discussion with principals of Party C to discuss Party C’s continued interest in a potential transaction.

On March 5, 2025, members of Company management further discussed Party A’s interest in a potential transaction with representatives of Party A.

On March 6, 2025, Party A executed a confidentiality agreement with the Company, which contained customary terms, including a standstill provision (which standstill would expire upon the Company’s entry into a definitive agreement for a sale of the Company).

On March 11, 2025, Mr. Gluski met with principals from Party B at a networking event, where Party B reaffirmed its interest in a potential transaction with the Company.

Also, on March 11, 2025, a representative of EQT reached out to representatives of Company management regarding a potential transaction involving the Company. Later that day, members of senior management of the Company held a call with representatives from Skadden and J.P. Morgan to discuss the possibility of admitting EQT into the process. The Company considered the importance of maintaining confidentiality and the potential increased risk of leaks by permitting additional parties into the process. Based on these considerations and since three highly credible bidder groups were already active in the process, the Company declined to invite EQT to join the process at that time.

On March 12, 2025, GIP and Party B were provided access to an electronic data room containing certain information about the Company.

On March 15, 2025, senior management members of the Company met with principals of Party A in Washington, DC and engaged in a high-level discussion of Party A’s considerations and interest in a take-private transaction with respect to the Company.

On March 17, 2025, Party C executed a confidentiality agreement with the Company, which contained customary terms, including a standstill provision (which standstill would expire upon the Company’s entry into a definitive agreement for a sale of the Company). That same day, Party A and Party C were provided access to an electronic data room containing certain information about the Company.

During the week of April 13, 2025, representatives of Company management and J.P. Morgan held virtual meetings with representatives of each of GIP, Party A and Party C to answer questions on the Company’s business.

On April 15, 2025, the Company and J.P. Morgan entered into an engagement letter to formalize the engagement of J.P. Morgan as the Company’s financial advisor.

On April 21, 2025, an affiliate of Party A entered into a confidentiality agreement with the Company, which contained customary terms, including a standstill provision (which standstill would expire upon the Company’s entry into a definitive agreement for a sale of the Company).

The following day, the affiliate of Party A was added to the Party A bidder group as a potential co-investor and provided access to an electronic data room containing certain information about the Company.

On April 24, 2025, the Board held a regularly scheduled meeting attended by certain members of senior management and representatives of Skadden and J.P. Morgan. Representatives of Skadden and J.P. Morgan briefed the Board on the launch of a formal two-round transaction process, consisting of a first round indicative bid followed by a second round including detailed due diligence and then a binding offer, and noting that the process design and the potential counterparties being included in the process took into account, among other things, the size and complexity of the Company’s businesses and capital structure, its global footprint and the types of bidders able to effectuate such a transaction. Representatives of Skadden discussed relevant governance aspects and practical considerations with the Board in connection with directors’ fiduciary duties in merger and acquisition processes and change-of-control associated matters. Representatives of J.P. Morgan discussed with the Board certain strategic challenges the Company had faced and continued to face, such as trading at a discount which was generally attributed to operational and geographic complexity of the business and capital constraints (and AES’ recent stock price remained at a similar level to seven years prior, with a persistent discount to analyst expectations), and presented a preliminary assessment of possible strategic alternatives available to the Company, including comparing the Company’s standalone plan with a potential sale of the Company or certain portions of the Company’s business. Representatives of J.P. Morgan indicated that a sale of the Company was the most credible path to unlocking the full intrinsic value of the Company. Representatives of J.P. Morgan also provided preliminary and illustrative financial analysis of the Company and reviewed with the Board an illustrative potential transaction timeline. The Board considered the strategic reasons for a transaction, as well as the financial plan and the Company’s need for additional capital should the Company remain a public company. The Board also considered, with a view towards maximizing stockholder value and taking into account various factors, whether the Company’s representatives should initiate outreach to additional select parties with financial capabilities and experience in the energy and power sectors. After further discussion, the Board concluded and directed Mr. Gluski to continue engaging in the bidding process with three potential counterparties invited to participate: (1) GIP and Party B as joint buyers, (2) Party A and its affiliate and (3) Party C.

On May 1, 2025, another affiliate of Party A entered into a confidentiality agreement with the Company, which contained customary terms, including a standstill provision (which standstill would expire upon the Company’s entry into a definitive agreement for a sale of the Company).

Over the next several weeks, the Company continued to populate the electronic data room, and the potential counterparties conducted diligence and held calls with Company subject matter experts to discuss matters relating to the Company’s business.

During the week of May 4, 2025, representatives of Company management, along with representatives from J.P. Morgan and Skadden, held full-day in-person management presentations and related meetings at Skadden’s offices in Washington, D.C. with representatives of each of the potential counterparties to provide a more in-depth overview of the Company’s operations and answer questions with respect to the business.

On May 12, 2025, the Company provided a Round 1 initial bidding process letter to the potential counterparties, outlining the instructions for submission of a non-binding initial indication of interest due on June 12, 2025.

On May 14, 2025, Mr. Gluski spoke informally with the chief executive officer of Party C at an industry conference regarding a potential transaction.

In early June 2025, a representative of Party D, a pension fund, contacted a representative of management of the Company and communicated that it had done substantial outside, independent analysis of AES and was interested in scheduling a call to further discuss a potential acquisition transaction. Party D also indicated that GIP could be a potential partner in the transaction, although Party D indicated it had not yet discussed this potential transaction with any other party.

On June 12, 2025, the submission date for Round 1 non-binding initial indications of interest, only GIP responded with a submission. GIP submitted a non-binding indication of interest to acquire all shares of Company Common Stock for $15.00 per share, a 30.66% premium over the prior day’s closing price of $11.48 per share. Among other things, the offer stated GIP expected to fully fund the acquisition with sponsor equity with no incremental leverage on the Company and contemplated that the Company would not pay a dividend after the end of 2025. GIP referenced its prior

experience in the renewables and utilities sectors and noted its ability to secure capital to fully fund the transaction. GIP did not submit its Round 1 bid in conjunction with Party B, as Party B had indicated it would be withdrawing from the process due to reservations regarding portfolio complexity and strategic fit.

Additionally, on June 12, 2025, representatives of J.P. Morgan received communication from Party C that it would not be providing a Round 1 bid. Party C indicated that it was not submitting a bid because, based on its analysis, it was unable to support a value meaningfully above the Company’s prior day’s closing price of $11.48 per share and therefore could not make an offer that it believed the Company would deem to be transactable.

On June 14, 2025, a representative of the Company also received communication from Party A that it would not be providing a Round 1 bid. Party A indicated that it was not submitting a bid due to geopolitical considerations and its inability to reach confidence on a proper valuation given the Company’s operational complexities, business mix and regulatory considerations.

On June 26, 2025, the Board held a virtual meeting attended by certain members of senior management and representatives of Skadden and J.P. Morgan. The Board received an overview of the outcome of the Round 1 bids, including a summary of GIP’s bid, and was also advised of the outreach from Party D and the factors contributing to other participants not having submitted a Round 1 offer. Representatives of Skadden refreshed the Board on its fiduciary duties, and the Board discussed the analysis and valuation of the business relative to the Round 1 non-binding offer received from GIP. Representatives of J.P. Morgan presented an updated preliminary and illustrative financial analysis of the Company in the context of the offer received, reflecting recent market developments. Representatives of J.P. Morgan and members of Company management also addressed other alternative transactions the Company had evaluated in the past, including the disposition of specific businesses and their assets. Representatives of J.P. Morgan and Company management presented on the strategic rationale for pursuing a potential transaction compared with pursuit of the Company’s standalone plan and provided an overview of what the Round 2 process would entail, including full due diligence, access to a virtual data room, and a final bid date expected by the end of September, at which point Board approval may be sought. The Board discussed and ultimately concluded to move forward with Round 2 of the process with GIP, the party who submitted an initial non-binding offer, and supported the Company continuing discussions with Party D.

On June 30, 2025, representatives of GIP requested permission from the Company to reach out to certain identified potential co-investors to solicit interest in participating in a transaction alongside GIP.

On July 1, 2025, representatives of senior management of the Company held a call with representatives of Party D to discuss a potential transaction and Party D’s possible partnership with other interested counterparties.

On July 4, 2025, GIP executed a revised confidentiality agreement with AES, in light of Party B’s decision to no longer pursue the potential transaction together with GIP, which contained customary terms, including a standstill provision (which standstill would expire upon the Company’s entry into a definitive agreement for a sale of the Company).

On July 8, 2025, representatives of J.P. Morgan, as directed by the Company, responded to GIP granting approval for GIP to reach out to a list of certain identified potential co-investors, including CalPERS and QIA, to solicit interest in participating in a transaction alongside GIP.

After the close of market trading on July 8, 2025, Bloomberg published an article reporting that the Company was exploring options including a potential sale after receiving takeover interest. The article stated that several major private equity firms and infrastructure investors had been studying the Company but that there was no certainty that any would decide to pursue a transaction. The Company did not comment on the article consistent with its policy of not commenting on market rumors regarding mergers and acquisitions. Following publication of the article, the price of shares of Company Common Stock increased approximately 19.8% from the closing price on July 8, 2025 of $11.07 per share to close on July 9, 2025 at $13.26 per share.

In the days following the leak, representatives of EQT, Party E, a large private equity fund, and Party F, a non-U.S. pension fund, separately reached out to representatives of the Company’s senior management to inquire about the potential transaction and, in some instances, potential opportunities to provide financing. Company management discussed the outreach with its advisors and determined to permit EQT to enter the process in light of the fact that two bidders had dropped out, and that the competitive benefits outweighed any additional leak risk. Additionally, EQT stated that it was interested in a take-private transaction involving the whole Company and provided further information

regarding the financial resources it had available to consummate a transaction. EQT also stated that it would dedicate the financial and professional resources necessary to conform to the Round 2 process timing. Party E and Party F indicated they were not interested in exploring a similar transaction involving the whole Company, and the Company did not continue discussions with them at that time.

On July 11, 2025, the Board held a regularly scheduled meeting attended by certain members of senior management. Members of Company management updated the Board on events following the most recent board meeting, including an overview of the Round 2 process, potential estimated transaction timelines and the framework for further due diligence and regulatory analysis. Members of the Board asked a number of questions regarding the process and potential transaction, which were addressed by members of Company management. The Board supported continuation of the ongoing process.

On July 14, 2025, representatives of senior management of the Company spoke with representatives of EQT to further discuss the potential transaction, including financing, valuation and the possibility of partnering with another counterparty in the process.

On July 22, 2025, EQT and AES entered into a confidentiality agreement, which contained customary terms, including a standstill provision (which standstill would expire upon the Company’s entry into a definitive agreement for a sale of the Company). The next day, EQT was provided access to an electronic data room containing certain information about the Company.

On July 23, 2025, representatives of the Company had a call with Party D to discuss the potential transaction and valuation. Party D verbally conveyed that it was targeting a price around $15.00 per share of Company Common Stock.

On July 25, 2025, representatives of the Company approved GIP’s request to reach out to Party D regarding the opportunity for Party D to participate as a co-investor with GIP in a potential transaction, with the assumption that they could potentially collectively offer a valuation at or higher than GIP’s previous offer of $15.00 per share of Company Common Stock.

On July 31, 2025, representatives of Company management and J.P. Morgan held a virtual meeting with EQT to answer questions regarding the Company’s business.

On August 1, 2025, Party D and AES entered into a confidentiality agreement, which contained customary terms, including a standstill provision (which standstill would expire upon the Company’s entry into a definitive agreement for a sale of the Company).

On August 19, 2025, representatives of Company management and representatives from J.P. Morgan held a full-day in-person management presentation and related meetings with representatives from EQT to provide a more in-depth overview of the Company’s operations and answer questions with respect to the business.

Over the course of July and August, 2025, GIP conducted extensive due diligence on the Company, including site visits, regulatory consultations, calls with certain of the Company’s subject matter expert teams and review of electronic data room materials. EQT also conducted extensive due diligence, including review of electronic data room materials and calls with subject matter expert teams. Additionally, EQT requested and received approval from the Company to contact a list of certain potential co-investors to solicit interest in participating in a transaction alongside EQT.

On September 4, 2025, EQT submitted a non-binding indication of interest to acquire the outstanding shares of Company Common Stock for a proposed range of $14.00–$15.00 per share, to be funded through a combination of committed equity and debt financing and subject to engagement with potential co-investors. As part of its offer letter, EQT requested AES approval to reach out to certain additional identified potential co-investors. Also on September 4, 2025, a representative of EQT had a call with Mr. Gluski to clarify the terms of EQT’s non-binding indication of interest.

On September 5, 2025, the Company held a previously scheduled CEO update call attended by members of the Board, certain members of senior management and representatives of Skadden and J.P. Morgan. The Board and its advisors discussed EQT’s non-binding offer, including the concern that EQT’s bid valuation was dependent on access to certain additional identified potential co-investors, who were already engaged in extensive discussions with GIP to participate in a transaction alongside GIP. The Board considered the valuation range that EQT offered, among other things, and decided to permit EQT to continue in the process but did not provide approval at that time for EQT to reach out to the certain additional identified potential co-investors.

On September 21, 2025, EQT submitted a revised non-binding offer to acquire the outstanding shares of Company Common Stock for $15.00 per share. As part of its offer letter, EQT again requested the Company’s approval to initiate contact with certain additional identified potential co-investors (who were already in discussions with GIP) and noted it would be interested in partnering with another counterparty if it would not be permitted to reach out to the additional identified potential co-investors.

During the week of September 22, 2025, Mr. Gluski met with Adebayo Ogunlesi, Chairperson and Managing Partner of GIP and Mr. Bram in New York. Mr. Ogunlesi and Mr. Bram reaffirmed GIP’s commitment to the process, their confidence in GIP being able to finance the transaction and continued interest in the potential transaction.

On September 23, 2025, representatives from J.P. Morgan responded to EQT as directed by the Company, noting that the decision to permit outreach by EQT to certain additional identified potential co-investors required Board consideration, which had not yet occurred.

On September 24, 2025, the Company posted the auction draft of the Merger Agreement to the electronic data room.

That same evening, Mr. Gluski met with Francesco Starace, a Partner at EQT, for dinner. The parties did not engage in substantive discussions regarding the potential transaction.

On September 29, 2025, the Board held a virtual meeting attended by certain members of senior management and representatives of Skadden and J.P. Morgan. Company management provided a summary of the process thus far, including the background and history of the bids received to date. The Board discussed EQT’s revised Round 1 offer and request to contact certain identified potential co-investors. Representatives of J.P. Morgan noted that the co-investors who EQT was requesting to contact were already engaged in discussions with GIP and discussed with the Board whether granting EQT’s request could adversely impact the process objective of keeping bidders and their financing sources separated in order to preserve bidder competition or impact the ability of GIP and Party D, who were substantially further advanced given their earlier entry into the process, to secure financing sources and finalize their bids. Representatives from Skadden summarized the Board’s fiduciary duties and reminded the Board that it retains discretion over how the transaction process is conducted as part of its business judgment. After further discussion, the Board considered EQT’s proposal and the potential impact of EQT’s request on the competitiveness of the transaction process and unanimously decided it was in the best interest of the Company not to permit EQT to speak to certain additional identified potential co-investors, who were already engaged in extensive discussions with GIP at such time, but would permit EQT to contact other potential co-investors.

On September 30, 2025, an article was published in The Financial Times indicating that GIP was in advanced-stage talks regarding an acquisition of AES valued at an enterprise value around $38 billion. The article stated that GIP was poised to agree to acquire AES within the coming days. Neither AES nor GIP commented on the article. The next trading day after such publication, October 1, 2025, the closing trading price of shares of Company Common Stock was $15.37 per share, a 16.8% increase from the closing price on September 30, 2025 of $13.16 per share.

On October 1, 2025, J.P. Morgan provided the Board with a memorandum disclosing J.P. Morgan’s relationships with the Company and potential counterparties to the proposed transaction, GIP (including BlackRock, Inc., owner of GIP), EQT and Party D.

On October 2, 2025, a representative from the Company responded to EQT reiterating the Board’s focus on maximizing stockholder value and provided that the Company would permit EQT to contact other potential co-investors in connection with the potential transaction (other than those already engaged with GIP).

On October 3, 2025, representatives of J.P. Morgan presented to the Board preliminary and illustrative financial analyses of the Company and a review of strategic planning considerations regarding the potential sale of the Company’s U.S. utilities.

On October 6, 2025, the Company provided a Round 2 process letter to GIP and EQT, outlining the instructions for submission of a markup of the Merger Agreement due on October 20, 2025 and a final non-binding proposal due on November 6, 2025.

On October 7, 2025, Party D was provided access to an electronic data room containing certain information about the Company.

That same day, EQT communicated to representatives of the Company that it would be withdrawing from the process given it was not permitted to reach out to the additional identified potential co-investors, which would be required in order for EQT to submit a final proposal that conformed to the requirements set forth in the Round 2 process letter.

On October 9 and 10, 2025, the Board held regularly scheduled meetings at the offices of Skadden in Washington, D.C., attended by certain members of senior management and representatives of Skadden and J.P. Morgan. At the October 9, 2025 meeting, representatives of Company management and J.P. Morgan provided an update on the transaction process, including the communication the Company received that EQT withdrew from the process. Representatives from Skadden provided the Board with a summary of the material terms of the initial auction draft of the Merger Agreement. Members of Company management presented an overview of the Company’s standalone plan prepared by Company management to the Board in the event the Company did not pursue a take-private transaction, including potential actions to strengthen the balance sheet, redesign the AES renewables business model, and accelerate portfolio changes. See the section entitled “The Proposed Merger— Forward-Looking Financial Information” beginning on page 61 for more information. At the October 10, 2025 meeting, representatives from Skadden provided the Board with a summary of the material terms of the initial auction draft of the Merger Agreement and an overview of the J.P. Morgan and Wells Fargo customary relationship disclosure to the Board. Based on its review, the Board concluded that none of the matters set forth in the disclosure letters would limit each of J.P. Morgan’s and Wells Fargo’s ability to fulfill their respective responsibilities as financial advisors to the Company. The Board discussed the proposed transaction process and possible strategic alternatives, and determined to schedule a Board meeting for November to discuss standalone financial plans for the Company.

On October 24, 2025, Kirkland and Ellis LLP (“Kirkland”), counsel to GIP, submitted a revised draft of the Merger Agreement on behalf of GIP and Party D, to Skadden.

On November 1, 2025, after reviewing the markup of the Merger Agreement submitted by GIP and Party D on October 24, 2025, at the Company’s direction, Skadden sent a response letter to Kirkland identifying key issues in the agreement markup, which included, among other things, comments regarding financing matters, regulatory matters and the covenants applicable to the operation of the business between signing and closing.

On November 3, 2025, GIP indicated to representatives of J.P. Morgan that it would not be in a position to submit a final offer on November 6, 2025 as (i) timing for its final investment committee meeting had been rescheduled to the week of November 10, 2025; (ii) GIP’s proposed co-investors would not have final investment committee meetings until the week of November 21, 2025 and (iii) GIP’s principal co-investor, Party D, had unexpectedly withdrawn from the transaction because it was no longer able to support a transactable value, leaving an equity funding shortfall. On November 4, 2025, certain representatives of Party G, a large infrastructure investor, reached out to representatives of J.P. Morgan to inquire about a potential transaction with the Company.

In light of Party D’s withdrawal, GIP and the Company discussed two potential non-exclusive solutions to address the equity shortfall: (i) strive to satisfy the equity shortfall by seeking to have its existing co-investors increase their commitments and/or (ii) subject to AES’ consent, engage with another bidder, EQT, as a potential partner to acquire AES.

On November 6, 2025, Party G’s representatives verbally communicated to representatives of J.P. Morgan that they were interested in exploring a transaction at a price of approximately $15.00 per share of Company Common Stock.

On November 7, 2025, Mr. Gluski updated the Board via email regarding the potential transaction process and estimated timeline for when the Company may receive a final bid from GIP in light of Party D’s withdrawal from the process.

Also on November 7, 2025, representatives of each of Party A and EQT reached out to representatives of the Company requesting permission to discuss the potential transaction in partnership with another bidder. After further discussions between AES and its advisors and with representatives of GIP, the Company agreed and communicated to GIP that GIP could reach out to EQT and Party A, as well as Party F, to discuss partnering with such parties in an attempt to address the equity funding shortfall, in conjunction with GIP’s discussions with its existing potential co-investors regarding increasing their commitments. During such discussions, GIP indicated to the Company that it expected to provide a non-binding valuation indication and a further markup of the Merger Agreement following GIP’s investment committee meeting scheduled for November 14, 2025.

That same day, certain representatives of Party G reached out to Mr. Abramson at AES further inquiring about the process and requesting to be involved.

On November 8, 2025, representatives of J.P. Morgan and EQT had a meeting in which representatives of J.P. Morgan provided verbal permission for EQT to partner with GIP, consistent with the Company’s communications with GIP.

On November 9, 2025, EQT requested approval from the Company to share confidential information with GIP, which was acknowledged by representatives of the Company and J.P. Morgan.

On November 11, 2025, the Company entered into an engagement letter with Wells Fargo to provide a fairness opinion as a financial advisor in connection with the Company’s consideration of a potential transaction process.

On November 12, 2025, the Board held a virtual meeting attended by certain senior members of Company management and representatives from Skadden and J.P. Morgan. AES management and representatives from J.P. Morgan provided an update to the Board on the transaction process to date and briefed the Board on key developments, the submission and progression of non-binding offers and the evolving composition of interested parties, including developments with respect to GIP’s delayed bid and anticipated equity funding shortfall and an update on potential partnerships and co-investors working with GIP. Representatives of Company management presented on the Company’s standalone plan prepared by Company management. Representatives of J.P. Morgan presented an updated preliminary and illustrative financial analysis of the Company. Representatives of Company management emphasized that AES’ strategic direction continued to be shaped by three core structural challenges: high leverage relative to peers, capital intensity with back-ended cash returns for certain U.S. renewable projects, and a portfolio mix that lacked direct comparables in the market. The Board considered and discussed the benefits and risks associated with the standalone plan. Representatives from Skadden presented on key issues in the October 24, 2025 initial markup of the Merger Agreement submitted on behalf of GIP, which included, among other things, certain financing items and termination fee triggers and amounts. The Board considered the updated valuations and possible options available to the Company and expressed its support with continuing to pursue the potential take-private transaction with GIP and the other potential counterparties.

On November 13, 2025, senior members of Company management discussed the outreach from Party G with representatives from Skadden and J.P. Morgan. Discussions considered timing considerations and the advanced stages of the Round 2 process, Party G’s financial capabilities and expertise, diligence capabilities (including the Company’s ability to onboard and manage another diligence process), Party G’s relationship with Party A, the likelihood that Party G may request to engage some of the co-investors already engaged in the process and overall execution risk. After further discussion, Company management decided to further evaluate the execution potential of the current parties in the process and better understand Party G’s financial capabilities before permitting Party G to enter the process.

On November 24, 2025, Mr. Gluski received a call from Mr. Ogunlesi at GIP indicating GIP’s verbal offer to acquire the outstanding shares of Company Common Stock for $14.25 per share, inclusive of dividend payments in 2026 and the interim period before Closing. GIP indicated that the price per share had decreased from GIP’s earlier indications of interest provided, in part due to changes in certain tax assumptions and renewables operating performance.

On November 26, 2025, members of senior management of GIP had a diligence call with representatives from J.P. Morgan to discuss GIP’s bid and its valuation of the Company. Representatives of J.P. Morgan conveyed that GIP would need to provide a full written offer to be considered and that Mr. Gluski expected that the Board would require a higher price for a transaction. Representatives of J.P. Morgan also conveyed that the Company would engage with and assist GIP to identify incremental value and obtain a higher valuation.

On December 1, 2025, representatives of J.P. Morgan spoke with representatives of Party G regarding the potential transaction.

That same day, representatives of J.P. Morgan also had a call with Mr. Bram to reiterate the Company’s expectation of a higher per share price offer, along with the request for a final revised draft markup of the Merger Agreement and a full, written final bid.

On December 4, 2025, the Board held a regularly scheduled meeting attended by members of senior management of the Company and representatives from Skadden and J.P. Morgan. Members of Company management provided an update on the transaction process and key developments, including that GIP was currently finalizing its internal

investment committee process to formally submit an offer and that in telephonic communications with Mr. Gluski, GIP indicated that they intended to offer $14.25 per share in the proposed transaction. Company management stated that the Company had responded to GIP’s verbal price indication, noting that it was insufficient and requested that GIP work further on their valuation of the Company to increase the value of their offer prior to submitting a formal bid. Company management also identified several areas of ongoing diligence which could result in a higher valuation. Company management and representatives of J.P. Morgan discussed with the Board the status of GIP’s funding for a proposed transaction and the possibility of GIP partnering with additional potential co-investors, including alongside EQT as co-leaders of an investor consortium. Company management and representatives of J.P. Morgan addressed questions from the Board in connection with GIP’s funding capabilities, its limited partners’ involvement, and potential co-investors along with related timelines, as well as the dynamics of alternative funding scenarios. Representatives of Skadden provided a refresher of the October 24, 2025 Merger Agreement markup submitted by Kirkland on behalf of GIP and the status of the Company’s initial feedback on the draft given the ongoing commercial discussions. Representatives from J.P. Morgan then discussed transaction timing and next steps regarding negotiations with interested parties. The Board agreed to tentatively schedule several Board meetings in the upcoming weeks to continue discussing the progress of the proposed transaction, continue Board deliberations, and consider any potential final bid.

Over the next few days, representatives of the Company and J.P. Morgan held calls with representatives of each of GIP and EQT to provide additional details on the business in support of a higher price.

On December 11, 2025, Party G executed a confidentiality agreement with the Company, which contained customary terms, including a standstill provision (which standstill would expire upon the Company’s entry into a definitive agreement for a sale of the Company). Following execution, Party G was provided access to an electronic data room containing certain information about the Company. Notwithstanding Party G’s lack of a written offer at higher value, coupled with the likelihood that Party G may request to engage some of the same potential co-investors already engaged in the process and the relatively early stage of Party G’s diligence in comparison to the extensive diligence conducted by GIP and EQT over several months, the Company decided to permit Party G to enter the process only in the event that the existing bidders withdrew or needed additional sources of equity funding.

On December 15, 2025, Wells Fargo provided the Board with a memorandum disclosing Wells Fargo’s material business relationships with the Company and potential counterparties to the proposed transaction, GIP (including BlackRock, Inc., owner of GIP), and EQT.

On December 19, 2025, Mr. Gluski received a call from Mr. Ogunlesi during which Mr. Ogunlesi communicated a verbal offer on behalf of GIP and EQT to acquire 100% of the outstanding shares of Company Common Stock at an increased price of $14.75 per share as a result of the Company’s feedback with respect to the valuation items identified in GIP’s prior verbal offer, noting that GIP and EQT were still working to finalize their financing plan with various co-investors and planned to provide a final offer in the coming weeks.

On December 23, 2025, the Board held a virtual meeting attended by members of senior management of the Company and representatives from Skadden and J.P. Morgan. Representatives of J.P. Morgan provided an update on the potential transaction process and summarized GIP’s and EQT’s capital sourcing strategy status, outlining the parallel paths that GIP and EQT were working on to create alternative paths to secure the necessary equity funding: (1) expanding existing co-investment commitments from certain co-investors and (2) reengaging Party A, a party previously interested in the proposed transaction. The Board was informed that a final offer was expected from a consortium co-led by GIP and EQT in the near term and that GIP and EQT had indicated a desire to move expeditiously in the upcoming weeks. Representatives of J.P. Morgan and Company management then discussed updates to the potential transaction timing and addressed questions from the Board regarding (1) the adjusted timeline for a firm offer, investment committee timing for several parties involved and EQT’s internal approval process and (2) capital allocation and sources and the status of GIP’s and EQT’s diligence process. Members of Company management also discussed the Company’s commitment to the sales process and simultaneous actions being taken to prepare and execute on a standalone plan if the Board decided not to continue pursuing the potential transaction or if a final, written binding offer was not ultimately received. Representatives from J.P. Morgan and Mr. Gluski noted that GIP and EQT appeared to remain very interested in pursuing the potential transaction and had deployed considerable resources and incurred significant expenses to date and that delivery of a written offer was expected in the near term. A representative from J.P. Morgan also addressed questions from the Board regarding GIP’s and EQT’s offer price and prior leaks to the market about a potential transaction.

Over the next few weeks, representatives from GIP and EQT and their advisors continued to conduct due diligence on the Company, and from time to time, held calls among certain of the Company’s subject matter experts.

On January 9, 2026, the Board held a virtual meeting attended by members of senior management of the Company and representatives from Skadden and J.P. Morgan. Mr. Gluski provided an update to the Board on the potential transaction process and the timing of a revised offer from the GIP and EQT consortium. Mr. Gluski and members of Company management reported that representatives of GIP had confirmed that GIP would partner with EQT in connection with submitting its final offer and mentioned that both GIP and EQT continued to work on governance and related matters with respect to their investor consortium and increasing additional co-investor funding commitments. Company management also provided the Board a summary of the Company’s 2025 performance and preliminary scorecard results and an update on the Company’s standalone plan in the event the proposed transaction did not proceed. Company management addressed questions from the Board regarding the Company’s intrinsic value given recent changes in sector dynamics, the impact of higher interest rates, sentiment in the renewable-market, affordability pressures across the energy sector, and the Company’s capital-intensive growth characteristic and how to address the Company’s capital needs. The Board discussed various considerations around the potential transaction and market consequences of alternative capital plan announcements. Representatives of Company management also outlined potential alternatives then under review as part of the Company’s standalone plan, including considering changes to the Company’s dividend policy, targeted deleveraging actions in the Company’s renewables business, higher project return thresholds, increased prioritization of near-term cash-yielding investments, and selective strategic initiatives in both the Company’s renewables and utilities businesses. Representatives of Company management noted that, while AES remained well positioned for long-term growth, structural challenges, including high consolidated leverage, the capital intensity and back-ended returns of the Company’s U.S. renewables business, and a portfolio mix less aligned with public-market peers, indicated that certain measures should be considered to support the business in the long term. A discussion followed and Company management addressed questions from the Board regarding various considerations around equity issuances, the potential impact on the Company’s stock price and market consequences of alternative capital plan announcements, and the potential investor response.

On January 20, 2026, the consortium co-led by GIP and EQT, including CalPERS and QIA, submitted a written proposal to acquire 100% of the outstanding shares of Company Common Stock for $14.75 per share in cash, along with a revised draft of the Merger Agreement.

Later that day, representatives of Company management, Skadden and J.P. Morgan held a call to discuss the revised written proposal. Representatives of Company management indicated the Company’s expectation of a higher price per share. The following day, representatives of Company management also provided an update via email to the Board regarding receipt of the proposal.

On January 21, 2026, representatives of J.P. Morgan had a call with representatives of GIP and EQT to communicate the Company’s expectation of a higher price.

Over the next week, representatives of J.P. Morgan discussed valuation with representatives of GIP and EQT.

On January 22, 2026, Mr. Gluski and Mr. Ogunlesi met while attending the World Economic Forum in Davos, Switzerland to discuss the revised proposal. Mr. Gluski indicated the Company’s expectation of a higher price.

During the week of January 26, 2026, representatives of Company management had a call with representatives of GIP and EQT to discuss and provide certain feedback on the revised Merger Agreement draft, including discussions on the termination fee provisions and the proposed ratings downgrade concept.

On January 28, 2026, the Board held a virtual meeting attended by members of senior management of the Company and representatives from J.P. Morgan and Skadden. Representatives of J.P. Morgan provided an overview of the offer the Company received from GIP and EQT on January 20, 2026. The offer was presented as part of a fully-financed proposal to acquire AES for a price of $14.75 per share and included an offer letter, a revised draft of the Merger Agreement, forms of equity commitment letters, and debt financing commitments intended to backstop certain existing indebtedness of the Company with change of control provisions that could potentially be triggered by a transaction. The proposal was not subject to additional due diligence apart from limited confirmatory items. Representatives of Skadden provided an overview of the latest Merger Agreement draft received, including an overview of the termination fee provisions and the proposed implications in the event of a ratings downgrade, and discussed accompanying comments from GIP and EQT. Representatives from J.P. Morgan, together with members of Company management, discussed that the immediate priority before moving forward with a decision on whether to continue or

not with the proposed transaction was to resolve principal open items and key terms, including seeking an increase in the per share price. Representatives from J.P. Morgan, Skadden and Company management addressed questions from the Board in connection with negotiation of the proposed transaction, timing considerations for finance-related actions and disclosure planning under alternative outcomes and recent market developments, including movement in the Company’s stock price. After further discussion, the Board authorized Mr. Gluski and Company management to continue engagement with GIP and EQT.

After close of markets on February 2, 2026, Bloomberg published an article reporting that the Company was discussing a potential transaction with GIP and EQT and indicated that an agreement could be reached “as soon as the coming weeks.” AES, GIP and EQT declined to comment on the article. The next trading day after such publication, February 3, 2026, the closing trading price of shares of Company Common Stock was $16.09 per share, an increase of 9.23% from the closing price on February 2, 2026 of $14.73 per share.

On February 5, 2026, the consortium co-led by GIP and EQT, including CalPERS and QIA, submitted a revised final proposal to acquire 100% of the outstanding shares of Company Common Stock for $15.00 per share.

On February 7, 2026, Skadden, on behalf of the Company, sent a revised draft of the Merger Agreement to Kirkland, on behalf of the GIP and EQT consortium.

Also on February 7, 2026, the parties agreed to meet in person in New York the following week to continue negotiations and attempt to resolve outstanding issues in the Merger Agreement and related documentation, including with respect to regulatory matters, various interim operating matters and termination fee matters.

In the afternoon of February 10, 2026, Kirkland, on behalf of the GIP and EQT consortium, sent a revised draft of the Merger Agreement to Skadden, on behalf of the Company.

On February 11 and 12, 2026, members of management of the Company and representatives from Skadden and J.P. Morgan met in New York City with members of management of GIP and EQT and the consortium’s legal advisors from Kirkland to discuss and negotiate the remaining open items in the Merger Agreement. The parties discussed financing terms and mechanics, including, among other things, the Company’s ability to incur indebtedness and pay dividends between signing and closing, employee benefit and compensation matters and certain regulatory approvals and their status as closing conditions to the Merger.

Over the following weeks, Skadden and Kirkland exchanged revised drafts of the Company disclosure schedules, equity commitment letters and debt commitment letter, as well as other ancillary transaction documents.

On February 15, 2026, Skadden, on behalf of the Company, sent a revised draft of the Merger Agreement to Kirkland, on behalf of the GIP and EQT consortium.

On February 17 and 18, 2026, members of management of the Company and members of management of GIP and EQT met virtually alongside the consortium’s legal and financial advisors in a series of meetings to discuss open items in the Merger Agreement and to discuss any outstanding issues.

In the evening of February 19, 2026, Kirkland, on behalf of the GIP and EQT consortium, sent a revised draft of the Merger Agreement to Skadden, on behalf of the Company.

On February 19 and 20, 2026, the Board held a regularly scheduled meeting attended by certain members of senior management and representatives of Skadden and J.P. Morgan. Prior to the Board meeting, the February 15th draft of the Merger Agreement and slides summarizing the key terms of the Merger Agreement were made available to the directors. At a dinner in connection with the meeting, Mr. Gluski updated the Board on the latest $15.00 per share offer the Company received from the GIP and EQT consortium. At the February 19 meeting, representatives of senior management of the Company discussed with the Board the Company’s structural challenges and long-term considerations, which included growth funding and balance sheet challenges the Company would face beyond the current guidance period, including an eventual leveling off of parent free cash flow and a substantial need for growth capital in excess of available capital from parent free cash flow. Representatives of senior management of the Company also discussed various strategic alternatives under evaluation by Company management to enhance shareholder value and support the Company’s long-term financial objectives, including investor communication considerations as well as potential execution risks relating to remaining as a public company, such as (1) a drop in share price from a dividend cut or equity raise, (2) potential further actions by the U.S. government to restrict renewables development, (3) ability to maintain a leading position with big tech customers, a major source of demand (4) a portfolio mix that remained unattractive to public investors, and (5) increasing U.S. utility regulatory risk due to increasing affordability concerns.

At the February 20 meeting, representatives of Skadden provided an update on the negotiations to date and indicated to the Board that considerable progress had been made in advancing the Merger Agreement. Representatives of Skadden also reminded the Board of their fiduciary duties and reviewed a summary of the near-final terms of the Merger Agreement with the Board. Representatives of J.P. Morgan presented on financial considerations for the proposed transaction. A discussion followed and representatives of Skadden and Company management answered questions from the Board on fiduciary duty considerations, approval processes for the transaction, and certain Merger Agreement terms and mechanics, including regulatory approvals and related provisions, termination fees and employee benefit and compensation matters. Representatives of J.P. Morgan answered questions from the Board on financing items. After further discussion, the Board directed management of the Company to continue negotiating the Merger Agreement and related transaction documentation with GIP and EQT and their advisors.

Between February 20, 2026 and February 24, 2026, representatives of Skadden worked with the Company to revise the Merger Agreement and Company disclosure schedules.

On February 24, 2026, members of management of the Company along with representatives from Skadden and J.P. Morgan met virtually with members of management of GIP, EQT and the consortium’s legal and financial advisors to discuss possible resolutions to open items in the Merger Agreement, including regulatory matters and terms and mechanics surrounding the Company’s ability to incur indebtedness and pay dividends between signing and closing. Later that evening, Skadden, on behalf of the Company, sent a revised draft of the Merger Agreement to Kirkland, on behalf of the GIP and EQT consortium.

From February 25, 2026 to February 28, 2026, management of the Company and its financial and legal advisors worked with GIP, EQT and the consortium’s legal advisors to resolve the remaining open issues in the Merger Agreement, the Company’s and Parent’s disclosure letters and other transaction documents, including the equity commitment letters and other ancillary documents, and to exchange final drafts of transaction documents required for signing.

On February 26, 2026, Wells Fargo provided the Board with a memorandum disclosing Wells Fargo’s material business relationships with the Company and potential counterparties to the proposed transaction, GIP (including BlackRock, Inc., owner of GIP), EQT, QIA and CalPERS.

Prior to market open on February 27, 2026, Bloomberg and Reuters published articles indicating that the Company was nearing a deal with GIP and EQT that could be announced as soon as the following week. AES, GIP and EQT declined to comment on the articles. At market close on February 27, 2026, the closing trading price of shares of Company Common Stock was $17.28 per share, a 6.3% increase over the $16.25 per share closing price on February 26, 2026 and a 56% increase over the closing price on July 8, 2025 of $11.07 per share, the last trading day prior to the initial media reports regarding the proposed transaction.

On February 28, 2026, the Board held a virtual meeting attended by certain members of senior management and representatives of Skadden, J.P. Morgan and Wells Fargo to discuss and consider the final terms of the Merger Agreement and related transaction documents. Prior to the meeting, copies of the final Merger Agreement, a summary of the terms of the Merger Agreement and proposed board resolutions were made available to the directors. During the meeting, representatives of Skadden summarized the negotiations that had taken place since the Board’s prior February 20, 2026 meeting and presented on updates to the final Merger Agreement and related transaction documents since the prior meeting. The representatives of J.P. Morgan and Wells Fargo each separately reviewed with the Board their financial analyses of the proposed transaction. The Board engaged in a discussion of the benefits and risks of the proposed transaction, as well as the Company’s prospects on a standalone basis.

The following day, March 1, 2026, the Board held a virtual meeting to vote on the Merger Agreement, the Merger and the other transactions contemplated thereby. Representatives from Skadden presented a summary of the proposed board resolutions and provided a refresher to the Board of their fiduciary duties in the context of the proposed transaction. Representatives from J.P. Morgan rendered J.P. Morgan’s oral opinion, which was subsequently confirmed in writing by delivery of its written opinion, dated March 1, 2026, to the Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the Merger Consideration to be paid to the holders of Company Common Stock in the proposed Merger was fair, from a financial point of view, to such holders. Wells Fargo also rendered to the Board Wells Fargo’s oral opinion, which was subsequently confirmed in writing by delivery of its a written opinion to the Board, dated March 1, 2026, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review

undertaken by Wells Fargo in preparing the opinion, the Merger Consideration to be paid to the holders of Company Common Stock in the Merger was fair, from a financial point of view, to such holders. Drafts of the written opinions of J.P. Morgan and Wells Fargo were made available to the directors prior to the meeting.

After further discussion and considering a variety of factors, including the items discussed in the section entitled “—Recommendation of the Company’s Board and its Reasons for the Merger” beginning on page 38, the Board unanimously determined that the Merger is fair to and in the best interests of the Company and its stockholders and approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby, and unanimously resolved that the Merger Agreement be submitted for consideration by the holders of Company Common Stock at a special meeting of stockholders, and recommended that such stockholders of AES vote to approve the Merger Agreement and the Merger and the other transactions contemplated thereby.

Thereafter, in the afternoon of March 1, 2026, the Company, Parent and Merger Sub signed the Merger Agreement.

On March 2, 2026, the Company, GIP and EQT issued a joint press release before the market opened announcing the entry into the Merger Agreement.

The Board has reviewed and considered the terms of the Merger and the Merger Agreement and has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and our stockholders and unanimously recommends that our stockholders vote FOR the Merger Proposal. The Board also unanimously recommends that our stockholders vote FOR the Merger-Related Compensation Proposal and FOR any Special Meeting Adjournment Proposal, if presented.

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Board consulted with the Company’s management team, as well as the Company’s outside legal and financial advisors, and considered a number of factors. In reaching a determination to approve, adopt and authorize the Merger Agreement and the transactions contemplated thereby, including the Merger, the Board considered a number of factors, both positive and negative, and potential benefits and detriments of the Merger to the Company and our stockholders. In view of the wide variety of factors considered by the Board in connection with its evaluation of the Merger, the Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Moreover, each member of the Board applied each member’s own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination that, overall, the potential benefits of the Merger to our stockholders outweigh the risks and uncertainties associated with the Merger or remaining a standalone publicly traded company. The following factors considered by the Board are not intended to be exhaustive, but the Company believes this summary includes all material factors considered by the Board:

Merger Consideration; Significant Premium over Unaffected Share Price. The Board considered that the all-cash Merger Consideration will provide our stockholders with immediate value, in cash, for their shares of Company Common Stock, while avoiding the long-term business risk of retaining their shares of Company Common Stock, and while also providing such stockholders with certainty of value for their shares of Company Common Stock if the Merger is completed. The Board considered our historical stock prices, including that the Merger Consideration represented a premium of approximately 40.3% relative to the 30-day volume weighted average closing price for shares of Company Common Stock prior to July 8, 2025 (the last full trading day prior to the initial publication of market rumors regarding a potential acquisition of the Company). The Board believed that this value was more favorable to holders of Company Common Stock than the value to them if the Company remained an independent public company considering the likelihood that the price of Company Common Stock prior to the announcement of the Transaction already included a merger premium given various media articles and market rumors regarding a possible business combination transaction involving the Company that emerged beginning on and around July 8, 2025, and the possibility that if the Company remained a publicly owned corporation, in the event of a decline in the trading price of Company Common Stock or the stock market in general, the price that might be received by holders of Company Common Stock in the open market or in a future transaction might be less than the Merger Consideration of $15.00 per share in cash to be paid pursuant to the Merger. The Board also considered the fact that the public markets had not historically fully valued the Company’s development pipeline and diversified mix of domestic and international assets.

Business and Financial Considerations; Impending Challenges. The Board considered our current and historical financial condition, results of operations and businesses of the Company, the Company’s financial plan and prospects

if it were to remain an independent company, the risks associated with achieving and executing upon the Company’s standalone plan, and the other risks disclosed under “Risk Factors” in the Company’s most recent annual report on Form 10-K. The Board further considered certain long-term financial projections for the Company prepared by members of the Company’s management, which reflect an application of various assumptions of management, as further discussed in the section entitled “The Proposed Merger—Forward-Looking Financial Information” beginning on page 61. The Board considered the expected financial impact of the Merger on the Company and our stockholders.

The Board also considered the risks of remaining as a standalone publicly traded company, including any risks of execution on the plan and achieving such financial projections, and considered general industry and macroeconomic challenges and political and market risks. The Board considered the Company’s significant need to raise equity capital to support its growth after 2027, including the expectation that, absent the Merger, the Company would be required to reduce and/or eliminate the payment of quarterly cash dividends and/or issue significant new equity to fund a need of approximately $2 billion from 2026 to 2030. The Board considered that the trading price of the Company’s stock did not fully reflect the effects of such matters given that the Company had not issued guidance beyond 2027. The Board also considered the challenges resulting from certain core structural matters as a public company, including high leverage relative to peers, intensive upfront capital investments with back-ended cash returns for certain U.S. renewable projects, the Company’s financial complexity as well as a portfolio mix that lacks direct comparables in the market, including due to having significant assets in international emerging markets. These challenges make it difficult for public investors to give appropriate value to the Company’s individual segments or to the Company as a whole. The all-cash consideration enables the holders of Company Common Stock to avoid the long-term business risk of retaining their shares of Company Common Stock.

Consideration of Alternatives. The Board considered the extensive work of the Company and its advisors in evaluating the range of strategic alternatives available to us, including the prospects for the Company continuing to operate as a standalone public entity and the possibility of divesting certain significant assets, entering into various partnership arrangements, reducing or eliminating the Company’s quarterly dividend and/or issuing substantial additional equity to fund the standalone business plan. The Board also considered that many of these actions, such as the possibility of issuing additional indebtedness or undertaking significant divestitures to fund the Company’s growth, would potentially result in the loss of the Company’s investment grade credit ratings or, in the case of divestitures, would require sale proceeds be used to pay down indebtedness if the investment grade ratings were to be maintained. The Board further considered the critical role and competitive advantages of maintaining its investment grade credit ratings with respect to financing and hedging as well as relationships with customers and suppliers. In addition, the Board took into account the trends and competitive developments in the sectors and geographic locations in which the Company has operations.

Recommendation of Management. The Board took into account the recommendation of our management in favor of the Merger, including the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. In taking that recommendation into account, the Board considered that certain members of management had certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of our stockholders generally. See the section entitled “Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 6 for more information.

Process. The Board considered the limited number of potential buyers with sufficient available capital and operational expertise to credibly pursue a transaction with the Company given the Company’s size and the financial, operational and geographic complexity of the Company’s business. The Board, after consultation with the Company’s financial advisors, decided to focus outreach on selected infrastructure and pension funds because the Board believed such parties would be the most likely to have the financial resources to fund a transaction and to have the sophistication and experience to evaluate and manage the Company’s complex global portfolio, including multiple businesses with a variety of technologies, different partners and substantial debt. The Board conducted a thorough review over an extended period of time of a potential sale of the Company together with other strategic alternatives. The Board considered that a number of sophisticated potential counterparties participated in the robust transaction process and did not proceed to submit a final offer, including parties that indicated they were unable to support a valuation that was equivalent to, or would be competitive with, the Merger Consideration. In addition, the Board considered the course and history of the arm’s-length negotiations with the Consortium conducted by the Company and our advisors at the direction of the Board. As a result, the Board concluded that the consideration and terms reflected in the Merger Agreement (including the Merger Consideration) was the best transaction that could be obtained by the Company on behalf of its stockholders from the Consortium at the time and that there was no assurance that a more favorable

opportunity to sell the Company would arise later or through any alternative transaction. The Board also considered the fact that the Company had not received any other competitive proposals, despite media speculation over the course of several months beginning in July 2025 that the Company was exploring a potential sale.

Opinions of Financial Advisors. The Board considered the oral opinion of J.P. Morgan that was rendered to the Board on March 1, 2026, which was subsequently confirmed in writing by delivery of its written opinion, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing in its opinion, the Merger Consideration to be paid to the holders of Company Common Stock in the proposed Merger was fair, from a financial point of view, to such holders. The Board further considered the oral opinion of Wells Fargo rendered to the Board on March 1, 2026, which was subsequently confirmed in writing by delivery of Wells Fargo’s written opinion to the Board, to the effect that, as of such date, and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Wells Fargo in preparing the opinion, the Merger Consideration to be paid to the holders of Company Common Stock in the Merger was fair, from a financial point of view, to such holders. See the section entitled “The Proposed Merger—Opinion of J.P. Morgan Securities LLC” beginning on page 43 and the opinion attached as Annex B to this proxy statement and the section entitled “The Proposed Merger—Opinion of Wells Fargo Securities, LLC” beginning on page 54 and the opinion attached as Annex C to this proxy statement.

Experienced Partners. The Board considered the experience and reputation of GIP and EQT and their respective successful track records of long-term partnerships with infrastructure businesses, including GIP’s existing and prior partnerships with the Company, as well as GIP’s recent successful acquisition of another public company in the energy industry. The Board considered the global reach and financial resources of both GIP and EQT, including their experience with the various regulatory approval processes applicable to the Merger.

Timing. The Board considered the timing of the Merger and the risk that if the Company did not accept Parent’s offer, the Company may not have another opportunity to do so. The Board considered the risk that, if the Company continued with its standalone plan and reduced or eliminated its quarterly dividend and/or issued equity to fund the standalone plan as a standalone public entity, a future sale process could be less competitive or result in less value for our stockholders in light of a potential reduction in the trading price of Company Common Stock as a result of any such steps. The Board also considered the current state of the U.S. and global macroeconomies, including volatility in the financial markets, geopolitical and U.S. policy risk (including U.S. administration policies regarding renewable energy), global inflation trends and the interest rate environment and the current and potential impact in both the near term and long term on our industry and the trading price of Company Common Stock.

Terms of the Merger Agreement. The Board reviewed and considered the terms of the Merger Agreement, which were reviewed by the Board, with the assistance of the Company’s outside legal counsel and financial advisors. Specifically, among other things, the Board considered:

Likelihood of Completion of the Merger. The Board considered the likelihood that the Merger will be completed on a timely basis, including the likelihood that all necessary regulatory approvals will be received or obtained without unacceptable conditions and that all conditions to consummation of the Merger will be satisfied. To that end, the Board further considered the potential length of the regulatory approvals process and that the Merger Agreement provides that, subject to certain exceptions, it may not be terminated until June 1, 2027, which may be automatically extended for up to two successive three-month periods under specified circumstances, together with the fact that the Company would be entitled to receive the regulatory termination fee if certain regulatory approvals have not been obtained by such date and the Merger Agreement is terminated. The Board considered that each party has committed to use its reasonable best efforts to obtain the necessary regulatory approvals, as well as the reputations of GIP and EQT and their respective abilities and track records of completing transactions of this nature. The Board also considered the absence of a financing condition in the Merger Agreement and the fact that the Sponsors committed to fund the full amount of the aggregate Merger Consideration pursuant to their respective equity commitment agreements, subject to the terms and conditions set forth therein. See the section entitled “The Merger Agreement—Financing and Financing Cooperation” beginning on page 24 for more information.

Continued Payment of Dividend. The Board considered the Merger Agreement provisions permitting the Company to continue to pay its regular quarterly cash dividends consistent with our past practices in an amount not more than the most recent quarterly dividend paid prior to the date of the Merger Agreement and to pay a “stub” dividend in respect of the quarter in which the Merger is completed, in each case, during the period from the execution of the Merger Agreement until the earlier of the Closing or the termination of the Merger Agreement.

Stockholder Approval and Appraisal Rights. The Board considered the fact that the Merger is subject to the approval of the Company’s stockholders, who would be free to reject the Merger Agreement by voting against the Merger Agreement for any reason, and that stockholders who do not vote to adopt the Merger Agreement and who follow certain prescribed procedures are entitled to dissent from the Merger and demand payment of the “fair value” of their Company Common Stock, as and to the extent provided by Section 262 of the DGCL. See the section entitled “Appraisal Rights” beginning on page 109 and the text of Section 262 of the DGCL, which section is reproduced in its entirety as Annex D to this proxy statement, for more information regarding appraisal rights.

Treatment of Company Equity Awards. The Board evaluated the fact that each outstanding RSU, PSU and Company Stock Option will be canceled and converted into cash awards at the Effective Time, either payable as soon as practicable after the Effective Time or subject to the same time-vesting or adjusted performance-vesting provisions as applied to the corresponding RSU, PSU or Company Stock Option, as applicable, as detailed in the section entitled “The Merger Agreement—Treatment of Company Equity Awards” beginning on page 81.

The Board also considered a number of uncertainties and potential risks associated with the Merger, including the following:

The foregoing discussion of factors considered by the Board is not intended to be exhaustive but includes certain material factors considered by the Board. The Board based its recommendation on the totality of the information presented.

In considering the recommendations of the Board with respect to the Merger, our stockholders should be aware that the directors and executive officers of the Company have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of our stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement, and in making its recommendation that our stockholders approve the Merger Proposal. See the section entitled “Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 74 for more information.

The Board believes that, overall, the potential benefits of the Merger to our stockholders outweigh the risks and uncertainties associated with the Merger or remaining a standalone publicly traded company, and the Board unanimously recommends that stockholders vote FOR approval of the Merger Proposal.

Pursuant to an engagement letter dated April 15, 2025, the Company retained J.P. Morgan as its financial advisor in connection with the proposed Merger.

At the meeting of the Board on March 1, 2026, J.P. Morgan rendered its oral opinion to the Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the Merger Consideration to be paid to the holders of Company Common Stock in the Merger was fair, from a financial point of view, to such holders. J.P. Morgan has confirmed its March 1, 2026 oral opinion by delivering its written opinion to the Board, dated March 1, 2026, that, as of such date, the Merger Consideration to be paid to the holders of Company Common Stock in the proposed Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan dated March 1, 2026, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan

in preparing its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth below is qualified in its entirety by reference to the full text of such opinion. The Company’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the Merger Consideration to be paid in the proposed Merger and did not address any other aspect of the proposed Merger. J.P. Morgan expressed no opinion as to the fairness of any consideration paid in connection with the Merger to holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholders of the Company as to how such stockholder should vote with respect to the proposed Merger or any other matter.

In connection with the preparation of its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of the Company with respect to certain aspects of the proposed Merger, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with the Company, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on the financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the company to which the such analyses or forecasts relate. J.P. Morgan expressed no view as to the analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the Merger and the other transactions contemplated by the Merger Agreement would be consummated as described in the Merger Agreement. J.P. Morgan assumed that the representations and warranties made by the Company, Parent and the Merger Sub in the Merger Agreement and the related agreements were and would be true and correct in all respects material to its analysis, and that the Company would have no exposure under any indemnification obligations contained within the Merger Agreement or the related agreements in any amount material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the proposed Merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the proposed Merger.

The financial forecasts furnished to J.P. Morgan (the “Forecasts”; as further described in the section entitled “The Proposed Merger—Forward-Looking Financial Information” beginning on page 61) were prepared by the management of the Company. the Company does not publicly disclose internal management financial projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the proposed Merger, and the Forecasts were not prepared with a view toward public disclosure. The Forecasts were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of the management of the Company, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in the Forecasts.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. It should be understood that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise or reaffirm such opinion. J.P. Morgan’s opinion was limited to the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of Company Common Stock in the proposed Merger and J.P. Morgan has expressed no opinion as to the fairness of any consideration to be paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed Merger, or any class of such persons relative to the Merger Consideration to be paid to the holders of Company Common Stock in the proposed Merger or with respect to the fairness of any such compensation.

The terms of the Merger Agreement, including the Merger Consideration, were determined through arm’s length negotiations between the Company and Parent and its affiliates, and the decision to enter into the Merger Agreement was solely that of the Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Board or management with respect to the proposed Merger or the Merger Consideration to be paid to the holders of Company Common Stock.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Board on March 1, 2026, and contained in the presentation delivered to the Board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses undertaken by J.P. Morgan in connection with rendering such opinion and contained in such presentation, and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

J.P. Morgan performed a sum-of-the-parts trading multiples comparable analysis for the Company in which J.P. Morgan (i) separately derived an implied firm or equity value range for the Company’s business segments and (ii) subsequently derived a range of implied equity values for the Company as a whole.

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:

None of the selected companies reviewed are identical to the Company or the applicable AES business segment and certain of these companies may have characteristics that are materially different from the Company or such applicable AES business segment. Furthermore, the analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies and the Company business segments involved and other factors that could affect the companies differently than they would affect the Company or its business segments.

With respect to the Company’s other international business segments (“Other International Segments”), given the lack of public peer trading companies, J.P. Morgan performed an intrinsic value analysis (instead of a public trading multiples analysis) for the segment.

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.

Based on J.P. Morgan’s analyses, and on other factors J.P. Morgan considered appropriate based on their experience and professional judgment, J.P. Morgan selected the following multiple reference ranges for each applicable AES business segment, as set forth in the following table:

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 intrinsic value of 8.0% to

15.25%, (b) economic interest in Fluence Energy, Inc (“Fluence”), using a 180-day volume weighted average price (“VWAP”) of shares of Fluence common stock, (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, 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.

The implied per share equity value range for shares of Company Common Stock was then compared to the Merger Consideration of $15.00 per share.

J.P. Morgan performed a sum-of-the-parts selected transactions analysis for the Company in which J.P. Morgan (i) separately derived an implied firm or equity value range for the Company’s business segments and (ii) subsequently derived a range of implied equity values for the Company as a whole.

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

None of the selected transactions reviewed were identical to an acquisition of the applicable AES business segments. However, the selected transactions were chosen, among other reasons, because certain aspects of the transactions, for the purposes of J.P. Morgan’s analysis, may be considered sufficiently analogous to an acquisition of the applicable AES business segment. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the proposed acquisition of the Company or the applicable AES business segment.

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 EBITDA, other than selected transactions for the (i) ACE, 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 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 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.

Based on J.P. Morgan’s analyses, and on other factors J.P. Morgan considered appropriate based on their experience and professional judgment, J.P. Morgan selected the following multiple reference ranges for each applicable AES business segment, as set forth in the following table:

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, (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, 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.

The implied per share equity value range for shares of Company Common Stock was then compared to the Merger Consideration of $15.00 per share.

J.P. Morgan performed a sum-of-the-parts discounted cash flow analysis for the Company in which J.P. Morgan (i) separately performed discounted cash flow analyses on the Company’s business segments and (ii) subsequently derived a range of implied equity values for the Company as a whole.

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. 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 based 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:

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, (ii) portfolio adjustments, using cost of equity applicable to the portfolio, (iii) corporate overhead costs, using a WACC selected by J.P. Morgan based 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.

The implied per share equity value range for shares of Company Common Stock was then compared to the Merger Consideration of $15.00 per share.

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of

analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of the Company. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to the Company, and none of the selected transactions reviewed was identical to the proposed Merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the proposed Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the transactions compared to the proposed Merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the proposed Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

For services rendered in connection with the proposed Merger and the delivery of its opinion, the Company has agreed to pay J.P. Morgan a fee of approximately $75 million, of which $4 million became payable upon delivery of its opinion and the remainder of which is contingent and payable upon the Closing. In addition, the Company has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger and bookrunner on credit facility amendments of subsidiaries of the Company, as sole lender on a credit facility of the Company in June 2025, and as joint lead bookrunner on offerings of debt securities of the Company and certain of its subsidiaries in March 2024, April 2024, June 2024, November 2024, December 2024, March 2025, August, 2025 and January 2026.

In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of the Company, for which it receives customary compensation or other financial benefits. During the two years preceding the date of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from the Company were approximately $6.6 million. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with GIP for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger and bookrunner on a GIP credit facility in January 2025 and providing loan syndication, debt underwriting, equity underwriting and financial advisory services to certain GIP portfolio companies. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of certain GIP portfolio companies, for which it receives customary compensation or other financial benefits. During the two years preceding the date of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from GIP were approximately $111 million. In addition, J.P. Morgan and/or its affiliates are currently providing investment banking services to GIP and/or its affiliates, in connection with transactions that are unrelated to the Merger. J.P. Morgan and/or its affiliates expect to receive customary compensation in connection with such investment banking services which, considered in the aggregate and assuming all the transactions are actually completed, are expected by J.P. Morgan to be less than the fee for financial advisory services that J.P. Morgan expects to receive from the Company in connection with the Merger. During the two

years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with EQT for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included providing loan syndication, debt underwriting, equity underwriting and financial advisory services to certain EQT portfolio companies. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of certain EQT portfolio companies, for which it receives customary compensation or other financial benefits. During the two years preceding the date of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from EQT were approximately $133 million.

In addition, J.P. Morgan and/or its affiliates are currently providing investment banking services to EQT and/or its affiliates, in connection with transactions that are unrelated to the Merger. J.P. Morgan and/or its affiliates expect to receive customary compensation in connection with such investment banking services which, considered in the aggregate and assuming all the transactions are actually completed, are expected by J.P. Morgan to be greater than the fee for financial advisory services that J.P. Morgan expects to receive from the Company in connection with the Merger. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with QIA for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included providing financial advisory services to certain QIA portfolio companies. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of certain QIA portfolio companies, for which it receives customary compensation or other financial benefits. During the two years preceding the date of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from QIA were approximately $29 million. In addition, J.P. Morgan and/or its affiliates are currently providing investment banking services to QIA and/or its affiliates, in connection with transactions that are unrelated to the Merger. J.P. Morgan and/or its affiliates expect to receive customary compensation in connection with such investment banking services which, considered in the aggregate and assuming all the transactions are actually completed, are expected by J.P. Morgan to be less than the fee for financial advisory services that J.P. Morgan expects to receive from the Company in connection with the Merger. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with BlackRock, Inc. (“BlackRock”) for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger and bookrunner on BlackRock credit facilities April 2025, and as joint lead bookrunner on offerings of debt securities of BlackRock subsidiaries in March 2024 and July 2024.

In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding BlackRock credit facilities, for which it receives customary compensation or other financial benefits. During the two years preceding the date of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from BlackRock were approximately $850 million. In addition, J.P. Morgan and/or its affiliates are currently providing investment banking services to BlackRock and/or its affiliates, in connection with transactions that are unrelated to the Merger. J.P. Morgan and/or its affiliates expect to receive customary compensation in connection with such investment banking services which, considered in the aggregate and assuming all the transactions are actually completed, are expected by J.P. Morgan to be less than the fee for financial advisory services that J.P. Morgan expects to receive from the Company in connection with the Merger. During the two years preceding the date of J.P. Morgan’s opinion, neither J.P. Morgan nor its affiliates have had any material financial advisory or other material commercial or investment banking relationships with California Public Employees’ Retirement System. During the two years preceding the date of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from California Public Employees’ Retirement System were approximately $28 million. J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company, EQT and BlackRock. In the ordinary course of J.P. Morgan’s businesses, J.P. Morgan and its affiliates actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, GIP and its portfolio companies, EQT and its portfolio companies, QIA and its portfolio companies and BlackRock for its own account or for the accounts of customers and, accordingly, J.P. Morgan is likely at any time to hold long or short positions in such securities or other financial instruments.

The Company has engaged Wells Fargo as a financial advisor to the Company in connection with the Merger. As part of such engagement, the Board requested that Wells Fargo evaluate the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of Company Common Stock in the Merger. On March 1, 2026, at a meeting of the Board held to evaluate the Merger, Wells Fargo rendered an oral opinion to the Board, which was subsequently confirmed in writing by delivery of a written opinion to the Board dated March 1, 2026, to the effect that,

as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Wells Fargo in preparing the opinion, the Merger Consideration to be paid to the holders of Company Common Stock in the Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of Wells Fargo, dated March 1, 2026, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Wells Fargo in preparing the opinion, is attached as Annex C to this proxy statement. The summary of the opinion of Wells Fargo set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Wells Fargo’s written opinion was for the information and use of the Board (in its capacity as such) in connection with its evaluation of the Merger Consideration in the Merger from a financial point of view and did not address any other aspect or implication (financial or otherwise) of the Merger. Wells Fargo expressed no opinion as to the fairness of any consideration paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of the Company and did not address the underlying business decision of the Board or the Company to proceed with or effect the Merger. Wells Fargo’s opinion does not constitute advice or a recommendation to any stockholder of the Company or any other person as to how to vote or act on any matter relating to the Merger or any other matter.

In preparing its opinion, Wells Fargo, among other things:

In giving its opinion, Wells Fargo assumed and relied upon the accuracy and completeness of all information that was publicly available or was furnished to or discussed with Wells Fargo by the Company or otherwise reviewed by Wells Fargo. Wells Fargo did not independently verify any such information, and pursuant to the terms of Wells Fargo’s engagement by the Company, Wells Fargo did not assume any obligation to undertake any such independent verification. In relying on the Forecasts, Wells Fargo assumed that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company management as to the future performance and financial condition of the Company. Wells Fargo expressed no view or opinion with respect to the Forecasts or the assumptions upon which they were based. Wells Fargo assumed that any representations and warranties made by the Company and Parent in the Merger Agreement or in other agreements relating to the Merger were true and accurate in all respects that are material to Wells Fargo’s analysis and that the Company would have no exposure for indemnification pursuant to the Merger Agreement or such other agreements that would be material to Wells Fargo’s analysis.

Wells Fargo also assumed that the Merger would have the tax consequences described in discussions with, and materials provided to Wells Fargo by, the Company and its representatives. Wells Fargo also assumed, in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company, Parent or the contemplated benefits of the Merger. Wells Fargo also assumed that the Merger would be consummated in compliance with all applicable laws and regulations and in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any term, condition or agreement thereof that was material to its analyses or its opinion.

In addition, Wells Fargo did not make any independent evaluation, inspection or appraisal of the assets or liabilities (contingent or otherwise) of the Company or Parent, nor was Wells Fargo furnished with any such evaluations or appraisals. Wells Fargo did not evaluate the solvency of the Company or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters.

Wells Fargo’s opinion only addressed the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of Company Common Stock in the proposed Merger and Wells Fargo expressed no opinion as to the fairness of any consideration paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of the Company. Furthermore, Wells Fargo expressed no opinion as to any other aspect or implication (financial or otherwise) of the Merger or any other agreement, arrangement or understanding entered into in connection with the Merger or otherwise, including, without limitation, the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received by or otherwise payable to any officers, directors or employees of any party to the Merger, or class of such persons, relative to the Merger Consideration or otherwise. Furthermore, Wells Fargo did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, tax, environmental, executive compensation or other similar professional advice and Wells Fargo relied upon the assessments of the Company and its advisors with respect to such advice.

Wells Fargo’s opinion was necessarily based upon information made available to Wells Fargo as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on such date. Wells Fargo did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of Wells Fargo’s opinion, notwithstanding that any such subsequent developments may affect its opinion. Wells Fargo’s opinion did not address the relative merits of the Merger as compared to any alternative transactions or strategies that might be available to the Company, nor did it address the underlying business decision of the Board or the Company to proceed with or effect the Merger. Wells Fargo expressed no opinion as to the price at which Company Common Stock may be traded at any time.

The terms of the Merger Agreement, including the type and amount of consideration payable in the Merger, were determined through arm’s length negotiations between the Company and Parent, and the decision to enter into the Merger Agreement was solely that of the Board. Wells Fargo’s opinion and financial analyses were only one of the many factors considered by the Board in its evaluation of the Merger and should not be viewed as determinative of the views of the Board or the management of the Company with respect to the Merger or the Merger Consideration.

In preparing its opinion to the Board, Wells Fargo performed a variety of analyses, including those described below. The summary of Wells Fargo’s analyses is not a complete description of the analyses underlying Wells Fargo’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative, and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Wells Fargo’s opinion nor its underlying analyses is readily susceptible to summary description. Wells Fargo arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology, or factor. Accordingly, Wells Fargo believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies, and factors, without considering all analyses, methodologies, and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Wells Fargo’s analyses and opinion.

In performing its analyses, Wells Fargo considered general business, economic, industry, and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. None of the selected companies used in Wells Fargo’s analyses is identical to the Company and none of the selected transactions reviewed was identical to the Merger. Evaluation of the results of those analyses is not entirely mathematical. The financial analyses performed by Wells Fargo were performed for analytical purposes only and are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses, or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company.

While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness, Wells Fargo did not make separate or quantifiable judgments regarding individual analyses. Much of the information used in, and accordingly the results of, Wells Fargo’s analyses are inherently subject to substantial uncertainty.

The following is a summary of the material financial analyses performed by Wells Fargo in connection with the preparation of its opinion rendered to, and reviewed with, the Board on March 1, 2026. The order of the analyses summarized below does not represent relative importance or weight given to those analyses by Wells Fargo. The analyses summarized below include information presented in tabular format. The following summary does not purport to be a complete description of the analyses or data provided by Wells Fargo and the tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions made, procedures followed, matters considered, and qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Wells Fargo’s analyses.

The estimates of the future financial performance of the Company utilized as part of the financial analyses described below were based on the Forecasts.

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. Wells Fargo then subtracted from the resulting range of implied terminal values the Company’s estimated net debt as of December 31, 2030 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%. By adding the total equity value of the Company’s ownership of Fluence 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, 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.

Wells Fargo performed selected public companies analyses of the Company in which Wells Fargo reviewed selected financial data relating to the Company and the selected publicly traded companies listed below with operations that Wells Fargo deemed sufficiently analogous to those engaged in by the applicable the Company business segments. The companies included in the selected public companies analysis (which are referred to in this section as the selected public companies) in each segment were:

None of the selected public companies reviewed is identical to the applicable AES business segment and certain of these companies may have characteristics that are materially different from those of the applicable AES business segment. However, these companies were selected because they are publicly traded companies that Wells Fargo considered relevant for purposes of its analysis. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect the applicable AES business segment.

Using publicly available information, Wells Fargo calculated and compared the financial multiples for the selected public companies based on public filings, equity research and common stock closing prices as of February 25, 2026 for the selected public companies. With respect to each of the selected public companies, Wells Fargo calculated EV, as a multiple of estimated fiscal year 2026 EBITDA.

The following table presents a summary of this analysis: