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TWENTY-THIRD REGULAR SHAREHOLDERS MEETING OF

AGUAS ANDINAS S.A.

In Santiago, Chile on April 23, 2013, at 9:40 am, at the offices of AGUAS ANDINAS S.A. located in Avenida Presidente Balmaceda Nº 1398, 10th Floor, the Twenty-Third Regular Shareholders Meeting of AGUAS ANDINAS S.A. takes place. ---------------

Presiding over the Meeting is Mr. Felipe Larraín Aspillaga, in his position as President of the Board of Director, acting as Secretary is the Corporate Manager of Legal Affairs, Mr. Camilo Larraín Sánchez.-----------------------------------------------------------------------------

The President begins the Assembly of the Regular Shareholders Meeting, welcoming the present shareholders and thanking them for their attendance to the present meeting. Following this, the Secretary, Mr. Camilo Larraín, proceeds to read and inform about the various formalities that have been fulfilled to carry on the present Meeting. ----------------

Formalities to Convene the Assembly.

It is noted that to carry on the present Meeting the following formalities have been fulfilled:

1. The Assembly was called upon by agreement of the Board of Directors adopted at the meeting held on March 26, 2013. -----------------------------------------------------

2. The Meeting was notified to the Securities Exchange Commission of Chile (Superintendecia de Valores y Seguro), the Santiago Stock Exchange (Bolsa de Comercio Santiago), the Valparaiso Stock Exchange Brokers (la Bolsa de Corredores de Valparaíso), the Chilean Electronic Stock (la Bolsa Electronica de Chile) and to each of the shareholders, by letter dated April 5, 2013. -------------------------------------------------------------------------------------------------

3. The notices for this meeting were published in the newspaper “El Mercurio”, on April 5, 6 and 7, 2013. The referred notices were made based on the agreement of the previous Regular Shareholders Meeting.-----------------------

4. During the 15 days prior to the holding of this meeting the facts related to the matters that will be submitted to consideration by the Meeting, have been available to the shareholders at the offices of the company and on the site www.aguasandinas.cl. ---------------------------------------------------------------------------

5. In accordance with Article 62 of the Chilean Law “Ley de Sociedad Anónimas”, Nº18.046, only the shareholders listed in the Registry of Shareholders of the Company, within at least 5 business days prior to this date, may participate, speak and vote in the meeting. ----------------------------------------------------------------

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Attendance Record.

According to the Attendance Record, the appearances of the Shareholders to the present Meeting, personally or by power of attorney, are the ones indicated below for the number of shares detailed. --------------------------------------------------------------------------

ASSISTANT Series Owned Custody Power Total

ACCINI VILLARROEL PEDRO GINO AGUAS-A 547,200 0 0 547,200

ALIAGA RETAMAL CARLOS RAMON AGUAS-A 0 0 839,967 839,967

ALON ANACONA ANDRES AGUAS-A 271 0 0 271

ALVAREZ TORREALBA MIGUEL ANGEL AGUAS-A 450,866 0 0 450,866

ANDRADE VELASQUEZ GERMAN E AGUAS-A 234,820 0 0 234,820

APABLAZA RAMIREZ ANTONIO E AGUAS-A 88,067 0 0 88,067

ARAYA CERDA LUIS PATRICIO AGUAS-A 72,294 0 0 72,294

AREVALO SANDOVAL JOSE ALEJANDRO

AGUAS-A 70,000 0 0 70,000

AGUAS-B 7,000 0 0 7,000

ARIAS VALENZUELA CARLOS A AGUAS-A 128,122 0 0 128,122

ARRIETA SANHUEZA ROSA AGUAS-A 270,000 0 0 270,000

ASTORGA CANCINO ROSA LIDIA AGUAS-A 405,142 0 0 405,142

ASTORGA MENDEZ ALEJANDRO H AGUAS-A 523,514 0 0 523,514

BALCAZAR PINA MARIA R AGUAS-A 1,822 0 0 1,822

BANCHILE C DE B S A (AMENABAR ROSARIO ) AGUAS-A 0 121,488,572 0 121,488,572

BANCO DE CHILE POR CUENTA DE TERCEROS NO RESIDENTES (OSSANDON SPOERER JORGE)

AGUAS-A 0 497,402,683 0 497,402,683

BANCO ITAU POR CUENTA DE INVERSIONISTAS (MARCONI CERDA JUANITA )

AGUAS-A 0 489,641,972 0 489,641,972

BARRIENTOS VILLEGAS MIRIAM AGUAS-A 0 0 970,793 970,793

BELTRAN PULGAR IVAN AGUAS-A 0 0 978,016 978,016

BERNAL GONZALEZ SERGIO AGUAS-A 754,585 0 0 754,585

BERRIOS GOMEZ JORGE AGUAS-A 693,243 0 0 693,243

CAIMANQUE ARAYA HUGO AGUAS-A 176,017 0 0 176,017

CAROCA MUNOZ FERNANDO H AGUAS-A 503,822 0 637,134 1,140,956

CARREÑO SERRANO CARLOS AGUAS-A 0 0 839,967 839,967

CASTILLO GONZALEZ JOSE AGUAS-A 11,822 0 0 11,822

CELFIN AGF (CARDENAS MORAGA ALBERTO) AGUAS-A 0 0 1,399,574 1,399,574

CERDA BOZA MYRIAM ANGELICA AGUAS-A 571,047 0 0 571,047

CESPEDES MOYA RUBEN DARIO AGUAS-A 10,000 0 0 10,000

CISTERNA VALDES JUAN SANTIAGO AGUAS-A 740,896 0 0 740,896

CISTERNAS MUNOZ DANIEL JUSTO AGUAS-A 217,496 0 0 217,496

CISTERNAS MUÑOZ LUIS AGUAS-A 0 0 839,967 839,967

CORFO (SELMAN BIESTER VICTOR) AGUAS-B 0 0 305,948,258 305,948,258

CORTES COFRE LILIAN GEMA AGUAS-A 11,822 0 0 11,822

CUELLO ESCOBAR MARIA ANGELICA AGUAS-A 139,253 0 0 139,253

DIAZ PINO MYRIAM AGUAS-A 674,176 0 0 674,176

ELIZONDO ARIAS CARLOS WASHINGTON AGUAS-A 2,700 0 0 2,700

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ESPINOZA CASANOVA PATRICIO AGUAS-A 701,642 0 0 701,642

FARR COURBIS FERNANDO MARCELO AGUAS-A 500,000 0 0 500,000

FAUNDEZ PEREZ LUIS AGUAS-A 0 0 895,879 895,879

FICA MASIAS MYRIAM DEL ROSARIO AGUAS-A 445,674 0 0 445,674

FIGUEROA AYALA JAVIER AGUAS-A 405,607 0 0 405,607

FIGUEROA SALGADO JOSE GONZALO AGUAS-A 70,510 0 0 70,510

FLORES GONZALEZ EUGENIO AGUAS-A 11,822 0 0 11,822

FLORES POQUE OLGA DE LAS MERCEDES AGUAS-A 215,316 0 0 215,316

FOLLADOR COVARRUBIAS GILDA AGUAS-A 455,199 0 0 455,199

FUENTES MARTINEZ OSCAR RAMON AGUAS-A 967,005 0 0 967,005

FURTADO CASTANEDA JUAN AGUAS-A 600,565 0 0 600,565

GAETE SERRANO JORGE AGUAS-A 0 0 13,380 13,380

GAETE WINKELMANN CARLOSJ AGUAS-A 23,612 0 0 23,612

GARCES ARANCIBIA FERNANDO AGUAS-A 11,259 0 0 11,259

GARCIA HUIDOBRO JAVIERA AGUAS-A 0 0 300,000 300,000

GARCIA HUIDOBRO MATURANA AGUAS-A 0 0 1,400,000 1,400,000

GARRIDO GONZALEZ GABRIEL AGUAS-A 0 0 3,093,251 3,093,251

GIBBS GONZALEZ PEGGY ELIZABETH AGUAS-A 548,631 0 0 548,631

GONZALEZ GONZALEZ JUAN CARLOS AGUAS-A 151,690 0 0 151,690

GONZALEZ IBARRA BLANCA AGUAS-A 265,659 0 0 265,659

GONZALEZ LEIVA JOSE GREGORIO AGUAS-A 596,185 0 0 596,185

GONZALEZ QUIROZ CARLOS IVAN AGUAS-A 850,530 0 0 850,530

GOSTHE RISCO ALEJANDRA JUDITH AGUAS-A 40,269 0 532,293 572,562

GRANT CORTES ELIZABETH AGUAS-A 63,888 0 0 63,888

GRAU MASCAYANO FRANCISCO AGUAS-A 61 0 825,435 825,496

GUERRERO SOTO MARLYS ANDREA AGUAS-A 477,606 0 232,100 709,706

HERNANDEZ HERNANDEZ CARLOS OMAR AGUAS-A 283,817 0 0 283,817

HERRERA MARDONES LUIS PABLO AGUAS-A 43,325 0 0 43,325

JAIME LOPEZ CORINA DE LAS MERCEDES AGUAS-A 711,850 0 0 711,850

JORQUERA ALLENDES ALEJANDRA AGUAS-A 18,800 0 0 18,800

KLESSE MUÑOZ JAVIER AGUAS-A 0 0 671,270 671,270

LABBE FREDES SERGIO O AGUAS-A 462,144 0 0 462,144

LARRAIN ASPILLAGA FELIPE AGUAS-A 0 0 70,426,696 70,426,696

LARRONDO RENCORET ENRIQUE AGUAS-A 180,000 0 180,000 360,000

LEON BURGOS JESSICA LORENA AGUAS-A 301,321 0 0 301,321

LLANQUITRUF BARRIGA CARLOS JUVENAL AGUAS-A 1,104,486 0 0 1,104,486

LLANTEN CARO LUIS ALEJANDRO AGUAS-A 11,822 0 0 11,822

MALUENDA VIDELA EDUARDO EUGENIO AGUAS-A 642,091 0 0 642,091

MARTIN AIQUEL ANDRES AGUAS-A 0 0 541,065 541,065

MARTIN AIQUEL ELIO AGUAS-A 0 0 659,869 659,869

MATURANA BELLO JUAN AGUAS-A 0 0 870,124 870,124

MENANTEAU SALINAS RODRIGO ANTONIO AGUAS-A 320 0 0 320

MEYER BRICENO ADOLFO RUBEN AGUAS-A 254,772 0 860,567 1,115,339

MILLAN GUAJARDO MARIA EUGENIA AGUAS-A 10,250 0 0 10,250

MIRANDA CORREA GERARDO AGUAS-A 873,166 0 0 873,166

MIRANDA MORALES MIGUEL ANGEL AGUAS-A 181,440 0 0 181,440

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MONSALVE LLANOS MARIA ELISA AGUAS-A 56,492 0 0 56,492

MONTECINOS ALDEA LUIS ALBERTO AGUAS-A 55,714 0 0 55,714

MONTEVERDE BIGGIO GIACOMO AGUAS-A 105,000 0 0 105,000

MUNDACA URRUTIA MARIA MAGDALENA AGUAS-A 4,710 0 0 4,710

NEIRA NUNEZ JUAN LEONEL AGUAS-A 620,749 0 0 620,749

NORAMBUENA DUNCAN PATRICIO AGUAS-A 324,005 0 839,967 1,163,972

OLAETA UNDABARRENA IGNACIO ANTONIO AGUAS-A 43,080 0 0 43,080

OLAVE BELLO EDUARDO ENRIQUE AGUAS-A 658,054 0 0 658,054

OLIVA ALLENDE JORGE LEONARDO AGUAS-A 600,773 0 0 600,773

ORTIZ ANDRADE ROBERTO ENRIQUE AGUAS-A 46,290 0 0 46,290

OYARCE SOLIS JUAN ENRIQUE AGUAS-A 678,109 0 0 678,109

PACHECO CACERES MANUEL AGUAS-A 550,000 0 0 550,000

PADILLA ORMAZABAL ISMAELA DE LAS MERCEDES

AGUAS-A 201,245 0 0 201,245

PENA PARSONS JUAN ENRIQUE AGUAS-A 698,886 0 7,810 706,696

PENCO TORTI LUIS ALBERTO AGUAS-A 1,000,000 0 8,771 1,008,771

PULGAR CLARO EDUARDO JOSE AGUAS-A 305,631 0 0 305,631

RETAMALES PINA PEDRO ANTONIO AGUAS-A 228,465 0 0 228,465

REYES CEA RODRIGO ANDRES AGUAS-A 123,451 0 0 123,451

REYES MOYANO JESSICA PAMELA AGUAS-A 374,241 0 0 374,241

RIQUELME CORREA GERMAN EDGAR AGUAS-A 208,603 0 0 208,603

RIVERA OLGUIN VICTOR HUGO E AGUAS-A 1,161,138 0 0 1,161,138

RIVERA SUAREZ MIRNA VERONICA AGUAS-A 993,424 0 0 993,424

ROCHA IBARRA CHARY ALEJANDRA AGUAS-A 246,673 0 0 246,673

ROJAS LORCA GUILLERMO CRISTIAN AGUAS-A 250,041 0 0 250,041

ROMAN PADILLA PAULA AGUAS-A 0 0 649,327 649,327

ROZAS VARAS SERGIO SEGUNDO AGUAS-A 665,639 0 0 665,639

SAAVEDRA GUERRERO DANIEL AGUAS-A 1,000 0 0 1,000

SAGREDO MARTINEZ LUIS AGUAS-A 74,374 0 0 74,374

SALAS MELLA CARIL AGUAS-A 734,880 0 0 734,880

SALAZAR FONSECA JAIME AGUAS-A 400 0 0 400

SALES JADUR YUNES AGUAS-A 10,000 0 0 10,000

SANDOVAL VERA PEDRO GABRIEL AGUAS-A 777,694 0 0 777,694

SANHUEZA HERRERA PATRICIO AGUAS-A 258,348 0 0 258,348

SANTOLALLA GARCIA JAIME AGUAS-A 70,000 0 0 70,000

SEPULVEDA TOLEDO PEDRO DANIEL AGUAS-A 33,055 0 823,580 856,635

SERRANO MARTINEZ ENRIQUE AGUAS-A 1,004,739 0 0 1,004,739

SILVA CORREA JUNIOR REYNALDO AGUAS-A 759,517 0 0 759,517

SILVA OPAZO DAVID GERARDO AGUAS-A 706,874 0 0 706,874

STIEPOVICH GONZALEZ SARA AGUAS-A 15,100 0 924,781 939,881

TAMAYO JARA MONICA AGUAS-A 183,921 0 0 183,921

TAPIA OLGUIN PEDRO CESAR AGUAS-A 668,182 0 0 668,182

TERRE RODRIGO AGUAS-A 0 0 248,811,458 248,811,458

TOBAR BERRIOS JOSE MIGUEL AGUAS-A 130,293 0 0 130,293

TORRES ARANDA CLARA AGUAS-A 734,609 0 0 734,609

TORTELLO MANETTI FLAVIO ALFREDO AGUAS-A 1,000 0 0 1,000

TRUJILLO MIQUELES LUISA AGUAS-A 1,000 0 0 1,000

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URIBE GONZALEZ DANIEL ANTONIO AGUAS-A 460,802 0 0 460,802

VALENZUELA SAAVEDRA LEONARDO AGUAS-A 771,177 0 0 771,177

VALIENTE WILLATT ANTONIO AGUAS-A 659,934 0 0 659,934

VEGA TRONCOSO CARMEN GLORIA AGUAS-A 86,699 0 0 86,699

YARUR SAIRAFI IVAN AGUAS-A 0 0 3,065,744,510 3,065,744,510

ZAMORANO CESPED CARLOS HUMBERTO AGUAS-A 290,431 0 0 290,431

ZAMORANO POLANCO JOSE FRANCISCO AGUAS-A 538,489 0 0 538,489

ZELADA MORRA VICTOR MANUEL AGUAS-A 2,290 0 0 2,290

ZUNIGA RAMOS MARIO AGUAS-A 652,490 0 0 652,490

ZUNIGA RAMOS RAQUEL MAGALY AGUAS-A 5,657 0 0 5,657

39,621,699 1,108,533,227 3,711,765,809 4,859,920,735

79.42%

Consequently, appeared personally or by power of attorney: -----------------------------------

4,553,965,477 shares of the A series.

305,955,258 shares of the B series.

This represents the 79.42% of 6,118,965,160 shares that to this date the Company has issued, subscribed and paid. -----------------------------------------------------------------------------

In accordance with Article 61 of the Chilean Law “Ley de Sociedades Anonima” Nº18.046 and article 35 of the Bylaws, there is enough quorum to carry on the present Regular Shareholders Meeting. -------------------------------------------------------------------------

Representatives of the Securities Exchange Commission of Chile (Superintendencia de Valores y Seguros.) It is noted that no one appeared on behalf of the Securities Exchange Commission of Chile (Superintendencia de Valores y Seguros.)----------------------------------------------------

Representatives of the Pension Fund Administrators. It is noted that no one appeared on behalf of the Pension Fund Administrators. Powers of Attorney . Regarding the powers of attorney submitted to appear to this Regular Shareholders Meeting the Secretary indicates that they have been reviewed and considered legally binding in accordance to what is stated in articles 110 and following of the “Reglamento de Sociedades Anónimas”. ------------------------------------------------------------------------------- Also, letters of instructions on how to vote have been received from the bank, “Banco Itaú”, on behalf of investors, and from the bank “Banco de Chile” on behalf of third parties nonresident, as stated in the registry of shareholders. When voting takes place the referred instructions will be evidenced. -----------------------------------------------------------

Minutes Approval. The Secretary mentions that as stated in Article 72 of Chilean Law “Ley de Sociedades Anonima” Nº 18.046, the present minute must be signed by the President, the Secretary and three shareholders elected by the Meeting. --------------------------------------

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He also states that in accordance with “Circular N° 1291 de la Superintendencia de Valores y Seguros”, the following shareholders are proposed to the Board of Directors, so that at least three of them sign the minute together with the President and Secretary, in order to obtain prompt issuance of the minute. -------------------------------------------------

Inversiones Aguas Metropolitanas S.A., represented by don Iván Yarur Sairafi

Gilda Follador Covarrubias, representing himself.

Sara Stiepovich González, representing himself.

Elizabeth Grant Cortés, representing himself.

Corporación de Fomento de la Producción, represented by Mr. Víctor Selman Biester.

The Shareholders agree, that the minutes will be signed, on behalf of them, by any three of the mentioned individuals. ---------------------------------------------------------- Voting System. Regarding the matters that have to be submitted to the knowledge and approval of the Meeting, it has been proposed, the use of a voice voting system, since it has the characteristics of simultaneity that the law requires. Only, the votes issued against a proposition, if there are any, will be recorded. Therefore if there are no votes against, those matters will be understand as approved unanimously. ------------------------------------ The shareholders approve the proposal unanimously.-------------------------------------

Incorporation of the Meeting.

According with what has been exposed by the Secretary regarding the fulfillment of the formalities required for the validity in the holding of the present Meeting and due to the existence of a higher quorum then the one established by the law and the bylaws for the holding of this meeting, the President declares the present Regular Shareholders Meeting constituted.----------------------------------------------------------------------------------------- Prior to the exposure and development of the Board Chart, the President addresses to the Assembly. He starts referring to the majeure force events that occurred in January and February 2013, that obliged the company to make massive and unplanned supply interruptions, affecting a large population of Greater Santiago. He notes that these cuts responded to heavy rains that caused high floods in the pre cordillera and caused an unforeseen increase in the turbidity of the water of the river Maipo, forcing the temporary closure of the Potable Water Treatment Plants Vizcachas, La Florida and Padre Hurtado, in order to normalize the water service in the shortest time possible.------------------------------------------------------------------------------------- Regarding what was mentioned, and in order to strengthen the securities of supply, next summer new works will begin to operate, this are a result of an investment of US$ 60 million. Projects such as the enabling of 7 drillings to increase the supply of groundwater in San Bernardo, the construction of new ponds to increase the storage capacity, and the connection of Laguna Negra with the El Yeso Reservoir through an

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aqueduct, whose operation is scheduled for early next year .----- -------------------------------------------------- - It has also been proposed to the Superintendency of Sanitary Services, a plan of additional projects for about US $ 130 million, its objective is to combine ponds and new wells, the construction will take around three years and will allow, secure supply, up to 35 hours for emergencies .---- It’s also reported that after a process of collective mediation with the SERNAC, a decision was made. This it to compensate those customers who, due to the mentioned events of majeure force, had restricted or interrupted drinking water service beyond the limits communicated by the Company. The compensation benefits 821,860 customers, in May’s invoice. The operation will have a total value of more than $ 2.580 million.------ Then the President, after reviewing the past 13 years, notes that 2012 represents the end of an era for Aguas Andinas, highlighting some significant events, such as the treatment of the 100% wastewater collected in the concession areas of the company; this was reached with the entry into operation of the Treatment Plant of Wastewater Mapocho.--------------------------------------------------------------------------------------

Finally, the Presidente makes emphasize on a new phase of the Company, this phase is focused on service safety and sustainability of the operation. He also highlights the Companies management to face the drought that has affected the country for the past three years; this plan, he says, will ensure the supply for 2013 and possibly 2014 .-------- -------------------------------------------------- --------- Then the General Manager, Don Jesús García García, explains the results of the Entity and other matters related to the management and administration during the last financial year.---------------------------------------------------------------------------------------------

First, Mr. García, informs about the operational management of the Company, referring to the Sanitation Plan conducted by Aguas Andinas, noting that the construction of the Treatment Plant of Wastewater Mapocho was concluded in 2012. This made possible the 100% sanitation of the Metropolitan Region .---------------------------------------- -----------

On the other hand, in August, 2012 the Plan for Excellence began, which seeks to promote continuous improvements in the areas of efficiency, quality and safety, in order to consolidate Aguas Andinas as a world leader in integrated management water cycle .---------------------------------------------- --------------------------------------------

Concerning the drought, although the country has dealt with the worst drought of the past 100 years, the water supply is secured for the next two years, thanks to the work done in this matter. -------------------------------------------------- ------------------------------

The President highlights the prestigious Award for Best Company, granted by ICARE, which is the most important distinction that Aguas Andinas has received in its history .--

Regarding the financial management, Mr. Jesús García, highlights two successful bonds issues, whose funds were mainly used to finance the investments made by the company which were well received by the market, reaching a demand of 3.2 and 2.6 times the offer, with spreads of 106 and 110 base points over benchmark rates. He adds that due to the high quantities of transaction recorded for the shares of Aguas Andinas this year, the Santiago Stock Exchange said, in December, that the securities

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of the company (Aguas-A) remain for 2013 in the stock index IPSA .------------------------------------------------ ------------------------------

He concludes by saying that in 2012, the profit was of 121,270 million pesos, an increase of 9,790 million pesos, compared to 2011. Concerning the EBITDA the growth was up to 241,923 million pesos at the end of the 2012 financial year. -------

Chart of the Board

The Secretary informs that as mentioned in the notices sent to the shareholders and in the publications made, the Meeting must refer to the following matters: ---------------------

1. Review of the present situation of the company, External Auditors Company report, balance sheet and financial statements corresponding to the financial year from January 1 to December 31, 2012.

2. Agree the profits distributions and the share of dividends for the 2012 financial year.

3. Reference to the dividends policy of the company.

4. Inform about the transactions between related parties (Title XVI of the Chilean Law 18.046)

5. Designate independent External Auditors for the 2013 financial year.

6. Designate Risk Assessment Entities for the 2013 financial year.

7. Determine the remunerations for the Directors during the 2013 financial year.

8. Detail of the Board’s expense account during the 2012 financial year.

9. Determine the remuneration and expense budget of the Board of Directors for the 2013 financial year.

10. Detail of activities and expense account of the Board of Directors during the 2012 financial year.

11. Designate the newspaper in which the notices will be posted to: call the shareholders to future meetings, the distributions of dividends, balances and other matters of interest to shareholders.

12. Other matters of interest that are of the Meetings competence.

As follows, the development of the Chart. ------------------------------------------------------------

1.- Status of the Company, report of the external auditors, annual report, balance sheets and financial statements for the financial year from January 1 to December 31, 2012.

First, the shareholders are informed that the external auditors firm of the company, Ernst & Young, in a report dated March 26, 2013, signed by the partner Mr. Charles A. Brunce reported that the financial statements of the Company present, in all material aspects, the financial position as of December 31, 2012. ----------------------------------------

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2.- Profit and dividends distribution for the 2012 financial year.

According to what was previously stated by the General Manager, to the Board is proposed the distribution of the 100% of the net profits earned by the company in the 2012 financial year, these amount to $ 121,269,559,055, plus an amount of $ 48,723 of a reserve of future dividends. --------------------------------------------------------------------------- It is stated that, as agreed by the Board of Directors, during the past November a provisory distribution of dividends was done for an amount of $35,456,343,620 corresponding to a dividend of $5.7945 per share. ------------------------------------------------

Considering the distribution of provisory dividend indicated, the distributable profit is $ 85,813,264,158, which will mean a dividend of $ 14.02414 per share, to be paid on May 22, 2013. ----------------------------------------------------------------------------------------------

The payment arrangements are the following: --------------------------------------------------- 1. Bank deposit for who requested so in writing to “DCV Registros S.A.” 2. Nominative cheque or bank draft, sent by certified mail to the shareholders address that appears in the Register of Shareholders, to who requested in writing to “DCV Registros S.A.” 3. Cheque or bank draft which may be withdrawn at the offices of “DCV Registros S.A.”, or in the Bank and branches determined for this purpose. This will be reported in the notice on the payment of dividends that will be published.

If the distribution proposed is approved by the Meeting, the equity accounts of the company would be as exposed on the screen: -----------------------------------------------------

paid capital $155,567,353,596

other equity participations $ - 5,965,551,209

share premiums $164,064,038,163

accumulated earnings $ 222,275,346,021

equity $535,941,186,571

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This subject is discussed and it is proposed to the Meeting that the distribution of the profit of the financial year, the share of the dividends and the payment procedure should be the one described above.

The proposal was approved unanimously; and it is recorded that the vote of the various representatives of third-party accounts, as recorded in the register of shareholders, is the one that has been delivered to the company, informing that it represents the one mentioned in the respective instruction letters.------------------

3.- Reference to the dividends policy of the company.

As ordered in the “Circular 687” of the Securities Exchange Commission of Chile (Superintendencia de Valores y Seguro), it is informed to the present Meeting that the Board has agreed as mandatory dividend policy of the company to distribute 30% of the net profit of the financial year, and the remaining 70% as an additional dividend. This, only if the current level of capitalization of the company is maintained and the proposed policy is consistent with the policies and funding investment to be determined in the financial year. ------------------------------------------------------------------------------------------------

The Board, to this date, has not provided the distribution of interim dividends.-------------

Nevertheless, if in the course of this financial year the company's board considers relevant to change substantially this dividend policy, this will be communicated, as an essential matter, to the Securities Exchange Commission of Chile (Superintendecia de Valores y Seguro), according to what is stipulated in the “Circular 687”. -------------------

Finally, it is reported to the Meeting that there are no agreements with financial creditors or of any other kind, or agreements of profit capitalization that may restrict in any way the dividends policy explained above.----------------------------------------------------

Nevertheless, it is noted, that as stipulated in the contract for the opening of a non rotating credit line, (contrato de apertura de línea de crédito no rotativa,) signed with the bank “Banco Bilboa Vizcaya Argentaria,” Chile, in the event of a breach of the obligations contracted the Company may distribute only the minimum mandatory dividend provided by law. ---------------------------------------------------------------------------------------------------------

4.- Report on the transactions referred to in the Title XVI of the Chilean Law Nº 18.046.

It is reported to the Meeting that during 2012 the following contracts with related parties were approved since they fulfilled the requirements and formalities provided by law. ---------------------------------------------------------------------------------------------

All of these operations were approved unanimously by the present members of the Board of Director and were previously informed by the Committee of Directors, just like the annual inform, produced by the Committee, informs.

i) Contract with EDAS Ltda., for the realization of emergency works realated to the repairing of breakdowns of the Tornillos de Arquímedes, in the Plant of

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wastewater treatment La Farfana and other complementary works, for a total amount of 17,150 UF.

ii) Transactions with Eléctrica Puntilla S.A .:

a) In an extraordinary meeting of the Board Nº1/2012, held on June 7, 2012, the amendment of the electricity supply contract with Empresa Eléctrica Puntiilla S.A. was approved to supply the Plant La Florida. This contract considered an expected invoice, between April and August, of $ 45,000,000, assuming a savings of $ 9,000,000 in comparison to what had been paid.

b) In a Regular Board Meeting Nº 412 held on 28/08/12 the compensation payment to Eléctrica Puntilla S.A. was approved. The payment was due to the damage caused to the hydropower of the company as a result of the purchase of raw water in the Huidobro and the Unidos de Buin channels, due to the change in the point of capture.

iii) In an extraordinary Board Meeting Nº 1/2012 held on June 7, 2012 the advisory contract with Agbar Solutions Chile Ltda. was approved. for the computer development required for the interphase of the Self-Service System, its objective is to obtain the attention of the business requirements in the agencies of the company, with the new developed platform (AQUASYS). The contracts value amount is 1.650 UF, with a term of execution of 3.5 months.

iv) In a Regular Board Meeting Nº412, held on 28/08/12, the “Mapocho Alto Operational Hydrogeological Simulation Model” contract with Aqualogy Aqua Ambiente Servicios Integrales S.A. was approved. The objective of the contract is to develop a model of groundwater flow to simulate the behavior of the aquifer in the short, medium and long term and study the problem of arsenic contamination in the sector. The amount approved for the transaction was $ 55.000.000

v) In a Regular Board Meeting Nº413, held on the 25/09/12, the contract of technology test of Ice Pigging cleaning with Aqualogy Medioambiente Chile S.A. for the realization of a technological cleaning test of 28 kilometers of networks of Aguas Andinas was approved, within 55 days, with a total cost of $ 260 million.

vi) In a Regular Board Meeting Nº 416, held on December 18, 2012, the contract extension with the related company Asterion S.A., regarding the implementation of the Strategic Plan for Customers “Plan Estratégico de Clientes (PEC)”, was approved, with the purpose of performing parallels of a major extension. The purpose of this extension is to cross check that the new invoice system is correct, timely and the total price per month is UF 8.624, for the 4 months of extension.

5.- Designate independent External Auditors in order to examine the accounting, inventory, balance sheet and other financial states of the Company for the 2013 financial year.

It’s the duty of the Regular Shareholders Meeting to appoint external auditors in order to examine the accounting, inventory, balance sheet and other financial statements of the company for the 2013 financial year. -------------------------------------------------------------

In accordance with the stipulations of the “Oficio Circular N°718” of the Securities Exchange Commission of Chile (Superintendecia de Valores y Seguro), the Board of

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the Company has requested 2 proposals to the main external audit firms in the country: Ernst & Young and Deloitte.-------------------------------------------------------------------------------

The mentioned companies are among the most important external audit firms of the national and international market, they have an expertise in the country, international support, and they have been audited or they audit companies from the sanitary industry. They all meet the requirements of independence and expertise to preform the required assignment and are registered in the “Registry of External Auditing Companies of the Superintendency of Securities and Insurance”, so that they have been accredited by the controlling authorities. ---------------------------------------------------------------------

The differentiating facts of the proposals received, mainly refer to the hours provided by each company to develop the commission, the price proposed by Ernst & Young is lower then the one proposed by Deloitte. ------------------------------------------------------------

In addition, Ernst & Young is a company of professional services leader in the world, it was external auditor of Aguas Andinas and its subsidiaries in 2011, and today audits Sociedad General Aguas de Barcelona (Agbar S.A.) and Suez Environement, parent companies of Grupo Aguas. This demonstrates experience in the sanitary category group. -------------------------------------------------------------------------------------------

Finally the proposal of Ernst & Young regarding fees and number of hours to be worked, professionals available, variety of specialists, distribution of partners, seniors and managers assigned, responds appropriately to the needs of audit and internal control of the entity. -----------------------------------------------------------------------------------------

Therefore, the Board proposes to the shareholders, as external auditors for 2013, in the following order of priority or alternatives, the following companies

(1) Ernst & Young,

(2) Deloitte.

This proposal is consistent with the one adopted by the Committee of Directors in the meetings held on February 25, 2013. ------------------------------------------------------------------

If approved this Board's proposal, the next external auditor of the Company for 2013 will be Ernst & Young. ------------------------------------------------------------------------------------- The possibility to speak in relation to this point is granted to the shareholders. On behalf of Banco Itaú the representative points out that it would be appropriate to set a deadline and that if the period ends the audit firm is necessarily renewed. He also says that making a change in the auditor's firm is a sign of transparency .--------------------------

The proposal was approved with 7,604,753 votes against Banco Itaú, in its position as representative of third-party accounts; and it recorded that the vote of the various representatives of third-party accounts, as recorded in the register of shareholders, is the one that has been delivered to the company informing that it represents the one mentioned in the respective instruction letters. -----------

6.- Designate Risk Assessment Entities

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The Board has agreed to propose to the Meeting, in accordance with what was proposed by the Directors Committee, the designation of ICR Clasificadora de Riesgo y Fitch Rating, Chile, due to its expertise, reputation in the industry, good performance, since they are currently providing services to company, and its proper accreditation to relevant entities.---------------------------------------------------------------------------------------------- The possibility to speak in relation to this point is granted to the shareholders.---- The proposal was approved unanimously; and it is recorded that the vote of the various representatives of third-party accounts, as recorded in the register of shareholders, is the one that has been delivered to the company informing that it represents the one mentioned in the respective instruction letters. --------------------

7.- Determine the remunerations for the Directors during the 2012 financial year.

In accordance to Article 33, paragraph 1 of the Chilean Law Nº 18.046, it’s the Meeting duty to set the remuneration for the Board for the current financial year. -------------------

It is proposed to the Meeting to maintain the remuneration set by the previous Meetings, as:

For Fixed Fee: for the President, UF 100 per month; for the Vice President, UF 75 per month; for regular and alternate directors, UF 70 per month.

For attending to each meeting: for the President, 80 UF; for the Vice President, 60 UF; for the main directors, 20 UF, and for the replacement directors, 20 UF, only when they replace the main ones.

The possibility to speak in relation to this point is granted to the shareholders.---- The proposal was approved unanimously; and it is recorded that the vote of the various representatives of third-party accounts, as recorded in the register of shareholders, is the one that has been delivered to the company informing that it represents the one mentioned in the respective instruction letters. --------------------

8.- Detail of the Board’s expense account during the 2012 financial year.

According with what is stated in Article 39 of the Chilean Law Nº 18.046, it’s informed to the Assembly that during 2012, the Board of the company did not incur in any expenses. ----------------------------------------------------------------------------------------------------

9.- Determine the remuneration and expense budget of the Board of Directors for the 2013 financial year.

Its proposed to the Meeting that the remuneration of the members of the Directors Committee, is the same one that was set for the previous financial year, this is:-----------

• Monthly Fixed Fees: 25 UF

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• Remuneration for attending each meeting: 20 UF

It is also proposed to the Meeting to set the annual budget for the Directors Committee in 3000 UF, which is the same budget as last year. -----------------------------------------------

The possibility to speak in relation to this point is granted to the shareholders.----

The proposal was approved unanimously; and it is recorded that the vote of the various representatives of third-party accounts, as recorded in the register of shareholders, is the one that has been delivered to the company informing that it represents the one mentioned in the respective instruction letters. --------------------

10.- Detail of activities and expense account of the Board of Directors during the 2012 financial year. The Meeting was informed the main activities developed by the Directors Committee during the financial year that ended in December 31, 2012. ------------------------------------- 1.- Review the remuneration systems and compensation plans for managers, principal executives and employees of the entity; 2.- Review of the balance sheet, other financial statements and reports of the External Auditors presented by the administrators of the entity; 3. Approval of the annual report of activities and management of the Committee during 2011 and the recommendations made to shareholders;

4. Agreed to propose to the board as external auditors for 2012 the company Ernst & Young; and as the private Risk Assessment company Feller Rate e ICR-DBR; 5.- Review of an annual plan, to solve the observations made, in the internal control report done, during the end of the year 2010 and 2011, by the external auditors, Deloitte, to the company’s administration. 6.- It was informed of a request made by the company la Empresa Depuradoras de Aguas Mapocho-Trebal Limitada (EDAM Ltda.) for an extension of certain terms stipulated in the contract which objective is the construction of the Treatment Plant of Waste Water Mapocho, and reported positively the requested extension since they allow to perform, fully and properly, the contracted works; ------------------- Later it was requested and examined a detailed report on the request by, the ITO incharge and the company Crúz y Dávila. ------------------------------------------------------------ 7.- Review and examined the annual external audit plan with the Auditors Ernst & Young----------------------------------------------------------------------------------------------------------- 8.- Review of the procedures and the application of regulations about transactions with related parties and examined the facts related to the operations that were specifically addressed on item Nº. 4 in the Chart of this Meeting----------------------------------

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9.- Considered and analyzed the fines applied by the Sanitary Services Commission (Superintendencia de Servicios Sanitarios (SISS) to Aguas Andinas S.A. and subsidiaries and compared them to other water companies, verifying a high standard .------------------------------------------------- 10.- Considered and analyzed the "Map of Auditing Instruments and Internal Control” that Aguas Andinas S.A.” uses---------------------------------------------------- 11.- Analyzed, the scale in the tax treatment changes and the protection of the possible effects that the proposed tax reform would have on the financial statements .-------------- 12.- In relation to the contract of the construction of the Treatment Plant of Wastewater Mapocho, various subjects were evaluated and discussed, including the following: ------

- The major events and its fulfillment, in addition to requests or pending complaints of the parties .------------------------------- ---------------------

- Considered a presentation about the awareness of the different economic effects, that occurs in various entry stages in the plant operation.

- Hired legal and technical advisors to review and validate the proposal of the administration, in order to grant provisional acceptance of the project .----------

13.- Review the Ethics Code and informed its approval.---------------------

It is noticed to the Meeting that a more complete development of the activities of the Board of Directors in 2012 may be found in the Company’s Annual Report, which is available to those interested in the website of the Company. -----------------------------------

It also noticed that the total expenses of the Directors Committee during 2012 amounted to 978 UF, corresponding to the legal and secretarial fees. -------------

11.- Designate the newspaper of Santiago in which the notices will be posted to: call the shareholders to future regular and extraordinary meetings and the distributions of dividends.

Once evaluated the alternative newspapers corresponding to the registered office, the clientele to whom the publications are addressed, and the publishing costs, the Board agreed to propose to the shareholders' meeting, the newspaper “El Mercurio” as the one designated for the publication of matters of interest to the shareholders.. ------------- The possibility to speak in relation to this point is granted to the shareholders.-------------

The proposal was approved unanimously; and it is recorded that the vote of the various representatives of third-party accounts, as recorded in the register of shareholders, is the one that has been delivered to the company informing that it represents the one mentioned in the respective instruction letters. ------------------------------------------------------

12.- Other matters of interest that is of the board’s competence

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The shareholders may now speak about any other matters of interest that are of the Board’s competence. ---------------------------------------------------------------------------------------

Mr. Victor Selman, representing “la Corporación de Fomento de la Producción (CORFO)” has certain concerns about the Corporation. This concerns are in relation to the events occurred in January and February. He states that in his opinion, the perception, on this matter, of the public opinion is that the reaction of the company was late, and that there was no proper coordination. Then he adds that he understands that the Superintendencia de Servicios Sanitarios (SISS) has began out a punitive process, and that he would like to know the company’s opinion and what the SISS has to say. Finally, he asks the company to explain the investment plan made so a situation like the one alluded does not happen again.

The President states, that as already noted, what happened was due to acts of majeure force which resulted with customers having to face shortage of supplies, beyond the limits of affectation estimated by the company in the information releases issued during the emergency. In order to repair the damages suffered by the mentioned customers, it was submitted to the National Consumer Service (Servicio Nacional del Consumidor) a proposal, which was declared as sufficient by the Authority. The President also mentions, that to this date no sanction from the SISS has been received.

He finally explains, that as already noted, the Company has investment plans related to the securities of supply, which have been reported in detail in this presentation Mr. Yunes Sales, asks about the useful life of the networks. The President mentions that the Company administrates 14,000 kilometers of network which will always be cracks. Our networks are constantly inspected and replaced, if necessary. He adds that many of the cracks produced in recent times have occurred by acts of third parties. ----------------------------------------------

Mr. Sales also expresses his concerns with the theft of water from the taps. The President states that, that is a historical problem, which has been declining due to the constant work of the Company. -----------------

Mr. Victor Zelada expresses his concerns in relation to the situation of subcontractors, in order to avoid future problems and to avoid what happened with water companies in the northern part of Chile. -------------------------------------------------- --------------------------

The President mentions that contractors are very important to the company, they trained constantly because they understand they represent the Company. -------------------------------------------------- ----------- Finally, Mr. Enrique Larrondo, in relation to the events occurred in early 2013, asks if there is complementary insurance, and if so of what company and how have this companies respond. To this the President replied that the existing insurance is for the infrastructure of the company, which in this case was not damaged .---------------------------------------------------------------------------

Fulfillment of agreements and notarized copies.

The agreements adopted in this Meetings will be enforced as soon as they are signed by the individuals designated for that purpose. Mr. Jesús García García and Mr. Camilo Larraín Sanchez will be empowered to proceed, jointly or separately, to obtain

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notarized copies of the relevant point of the minute of this Meeting, as deemed necessary.

The floor is opened to the shareholders for discussion of this point..-------------

The proposal was approved unanimously; and it is recorded that the vote of the various representatives of third-party accounts, as recorded in the register of shareholders, is the one that has been delivered to the company informing that it represents the one mentioned in the respective instruction letters. --------------------

With no other matters to discuss, the President thanks the attendance of the shareholders and adjourns the Twenty-Third Regular Shareholders Meeting of AGUAS ANDINAS S.A at 10:50am . ------------------------------------------------------------------------------------------------------