Bylaws

Article One.- The Company is called "Inversiones Aguas Metropolitanas S.A.", it is subject to the rules of open corporations, and shall be governed by these bylaws, by the Constitution and by any other laws that are applicable.-

Article Two.- The address of the company is the city of Santiago, Metropolitan Region, notwithstanding, the Company can open offices, agencies, branches or other facilities elsewhere in the country or abroad.-

Article Three.- The duration of the Company shall be indefinite.-

Article Four.- The Company's purpose is i) the investment in shares in the Chilean corporation, “Aguas Andinas S.A.” and ii) providing advice, consulting, and other services related to the transfer of technology and know-how, technical assistance, management of businesses and projects, especially the management and operation of sanitation-related businesses.-

Article Five.- The social capital is $468.358.401.796¹, divided into millions of registered shares, all of the same series and of equal value without par value.-

Article Six.- The Company considers shareholders as those who appear as such in the Record of Shareholders.- Shares confer and impose upon their holders, a series of rights and obligations established under legal rulings and bylaws, which shall be exercised and enforced in the manner and terms defined therein.-

Article Seven.- The form and particulars of the securities of the shares; the issuance, trade and deactivation thereof; subscription, transfer, transmission and allocation of shares, as well as the procedures to be used in case of disablement, loss or theft of any title, will be those established by Law and by the Regulation of Corporations.-

¹Article modified in 6^a JEA of 17/04/2009.

Article Eight.- The Company will be managed by a Board of Directors composed of seven members, each of whom will have a substitute and be in office for a duration of three years, after which they are fully renewed and may be reelected. Substitute Board members may replace their respective holder permanently in case of vacancy and transiently in case of absence or temporary impediment from the Board. The Board members, whether incumbents or substitutes may or may not be shareholders of the company.-

Article Nine.- The appointment to the post of director and its acceptance, requirements, incompatibilities, limitations and incapacities to perform it, and the roles, rights, obligations and responsibilities of the Board and its members will be those established by Law and Corporate Regulations, as well as the revocation of the Board, the grounds for termination of the director’s position, and replacement procedure for those directors who have ceased their functions, either at the end or before the termination of their period.-

Article Ten.- Meetings of the Board shall be ordinary and extraordinary.- The first shall be held at least once a month on dates and times predetermined by the Board itself and the meeting will not require special announcement. During the holding of such meetings, any matter related to the Society may be discussed.- Extraordinary sessions will be specially convened by the President of the Company itself or by indication of one or more directors, with a prior qualification that the President states the need for the meeting, unless it is requested by the majority of the directors in office, in which case it must necessarily be called without prior evaluation.- The matters to be discussed at extraordinary meetings must be specified in a summons, which will be dispatched by a registered letter no less than three days prior to the meeting to the address that each of the directors have registered for the Company. That period shall be reduced to twenty-four hours if the summons letter presented to the directors is signed by a notary.- If all the directors in office participate in the meeting, meetings may be held outside the head office and the formalities mentioned above can be omitted.- The statements of this article are subject to the laws and regulations governing the matter, which must be fulfilled in the manner established and understood by such provisions specified in these bylaws.-

Article Eleven.- Ordinary and extraordinary Board meetings must be constituted by the assistance of at least four directors who are entitled to vote. It is also understood that directors not physically present in the meeting will participate, will communicate simultaneously and permanently through technological means authorized by the Superintendency of Securities and Insurance. In these cases, the attendance and participation of these directors in the meeting shall be certified by the President or his substitute, and the Secretary of the Board, and this will be recorded in the transcript of the meeting. All Resolutions are adopted by an absolute majority of the directors present. In case of a tie, the presiding member shall have a casting vote. The elected President of the Board, or the Vice President of the Board in case of the President’s absence, will preside over the Board meetings.- Loans and credits that the Company confers on Individuals associated with it, as defined in Article 100 of Law 18.045 and those mentioned in the second paragraph of Article 44 of Law 18.046, must be approved by the Board by an absolute majority of attending voting members, and further with a favorable vote provided by the majority of the independent controlling directors, these defined as such in Article 50 bis in the Law of Public Corporations².-

Article Twelve.- Directors may be paid for their duties if the Ordinary Shareholders Board agrees as such; the amount of which will also be established by the Board.-

Article Thirteen.- The Board represents the Company judicially, extrajudicially and for any other corporate purpose, which will not be necessary to prove before third parties; it is legally vested in the broadest and most unrestricted manner in all faculties of the administration and disposition, with the exception of those that the Law or these bylaws considered to be custody of the General Shareholders Board. In judicial matters it is invested with all the powers mentioned in both subsections of the seventh article of the Code of Civil Procedure, which are fully reproduced and given without prejudice of legal representation entitled to the Manager.-

Article Fourteen.- The Board may issue mandates and delegate some of its powers to one or more of its members, managers, assistant managers and lawyers of the Company and, for specially designated matters, to other persons.-

Article Fifteen.- The Company shall have a General Manager whose office is incompatible with that of director, and which will be awarded all faculties related to commerce and all those granted by Law or conferred by the Board.- The General Manager will always be entitled, unless otherwise agreed, to reduce to public writing or insert therein, in whole or in part, at any time, the transcripts of Board meetings and of Board of Shareholders.-

²Article modified in 1^a JEA of 23/09/2005

Article Sixteen.- General Meetings of Shareholders will be of two types: ordinary, to be held within the four months following the balance of each year, and extraordinary.- The subjects that each class of Meetings will deal with are set out in Title VI of the Law 18046.- Resolutions that the Meetings adopt with respect to these bylaws will in turn be adopted by the Board of Directors and shareholders of the Company.-

Article Seventeen.- The form of and opportunity to call the General Meetings; formalities and requirements for summoning such meetings; the number and opportunity of notices to be published for this purpose and the newspaper in which they are published; the manner in which Shareholders may attend the meeting, be it personally or by representation; the ability to grant and validate such representation; the people who may participate in meetings; and the shareholders entitled to vote at such and how to exercise their will, as much as to adopt agreements and for the election of directors or other posts, shall be governed by the provisions of the Law and Regulation of Corporations.- Those meetings that converge the totality of all stocks emitted by the company will be considered valid even when they are held outside of the registered office or the required formalities for such meetings are not in place.-

Article Eighteen.- Ordinary and Extraordinary Meetings will be established in the first order by the assistance of an absolute majority of the issued shares entitled to vote, and in a second order, by whomever concurs whatever their number. Resolutions shall be adopted by a majority of the shares entitled to vote, unless these statutes or other laws require a higher quorum, in which case any such bylaws or legal provisions will be upheld. Notwithstanding the preceding conditions, an affirmative vote of the absolute majority of the outstanding shares entitled to vote to adopt resolutions involving amendments or modifications to the bylaws shall be required; and it will be required that the vote consists of at least two-thirds of the outstanding shares entitled to vote to adopt resolutions on the matters listed in the second paragraph of Article 67 of Law 18046 and to change the social order stated in the eleventh and twenty-first Articles of these bylaws. In accordance to the third paragraph of Article sixty-seven of Law 18046, reforms aimed at the creation, modification or deletion of preferences must be approved by a vote of two- thirds of the shares of the set or series affected.-³

³Article modified in 1^a JEA of 23/09/2005

Article Nineteen.- The Ordinary Shareholders Meeting shall annually appoint independent external auditors in order to examine the accounting, inventory, balance sheet and other financial statements of the Company, with the obligation to report in writing to the next Annual Meeting of Shareholders on fulfilling their mandate.- External auditors must comply with all requirements, they shall be entitled to rights, will have obligations and duties and other responsibilities indicated in the Act and Regulations of Anonymous Societies.-

Article Twenty.- The Company shall annually prepare the General Balance for the thirty-first of December of each year, that, together with a fully realized annual report about the Company's situation for the latest period, the state of losses and earnings and the report presented by the auditors of the administration will be submitted for the consideration of the Ordinary Shareholders Meeting.- These documents, along with any other acts, books, inventories or business documentation, will contain the annexes, propositions, and other records prescribed by law, and will be subject to the disclosure methods corresponding to these.-

Article Twenty-one.- The Ordinary Shareholders' Meeting must agree on the distribution of profits each year resulting from the approved annual balance. The way in which the Board must make a distribution and the amount, form, timing and properties of the dividend payments, mandatory and additional distribution of bonus shares and distributions of optional dividends, are set out in the Law and Regulations for Corporations. The minimum mandatory percentage corresponds to thirty percent of the distributable net income; a lesser percentage can be distributed only by unanimous agreement of the shareholders. However, if the sum of the dividend distributions or capital received in cash by the Company of its subsidiary investments Aguas Andinas S.A., during that period, minus operational and non-operational expenses corresponding to provisions of the exercise carried out according to applicable accounting standards, is an amount exceeding the aforementioned thirty percent, then the Company shall distribute the surplus as an additional dividend within 60 working days following the respective ordinary meeting of Shareholders, up to the amount of distributable net income for the year, unless the indicated board with an agreement of two-thirds of the outstanding shares entitled to vote, agree to distribute a lesser amount, which can in no case be less than thirty percent⁴.

Article Twenty-two.- The Board of Directors may, under the personal liability of the directors who attend to the respective agreement meeting, distribute provisional dividends during the year under profits, provided that there is no accumulated loss.

⁴Article modified in 1^a JEA of 23/09/2005

Article Twenty-three.- The Company shall be dissolved by resolution of the Extraordinary Shareholders Meeting and for other legal causes.-

Article Twenty-four.- When the Company is dissolved, the liquidation will be held by a commission consisting of three persons, who may be shareholders or not, which will last for three years, after which the persons involved can only be re-elected once. It will be appointed only to carry out the liquidation process. The Liquidation Commission can only perform the acts and conclude contracts which directly tend to the liquidation of the Company and, to this effect, it will judicially and extra judicially represent all the powers of administration and disposition that the law or these statutes do not establish as custodial to the Shareholders meeting; all without prejudice to the representation that the Act gives the President of the Commission. The aforementioned powers of the Commission may delegate parts in one or more of its members, and for specified purposes, in other people. The commission will meet with the assistance of at least two of its members and its resolutions require the affirmative vote of two of them. It will be up to the Shareholders to appoint the members of the Commission and to establish the salary they shall receive.-

Article Twenty-five.- The liquidators will be subject, where applicable, to the rules of these bylaws and the Law and Regulations for Corporations, relating to the directors, subject to the provisions therein that refer to the members of the Commission, the operation of it and the process of liquidation.

Article Twenty Six.- Any dispute arising between the shareholders as such or between them and the company or its directors, either during the term of the Company or during its liquidation, shall be resolved each time by an arbitrator to be designated by the parties in dispute. If there is no agreement for the appointment, the arbitrator shall be appointed by the regular courts and have the quality of mixed arbitrator regarding the procedure, and in law regarding the merits, and must have been exercising for more than three years the post of lecturer in the Department of Civil Law or Commercial Law from the Law Faculty of Santiago from the Universidad de Chile or the Universidad Catolica de Chile.

Article Twenty-seven.- The arbitration provisions of the preceding article are without prejudice to the authority awarded to the solicitor in Article 125 of Law 18046, for which the shareholders, the directors of the Company and the latter establish as their address Santiago, Chile.

TRANSITORY PROVISIONS

Transitory Article One.- The capital, upwards of $468,358,401,796 and divided into a billion registered shares of the same series, of equal value, without par value, pursuant to resolutions adopted at the 6th Extraordinary General Meeting held on April 17, 2009, is fully subscribed and paid as follows:

• The amount of $492,580,201,796, represented by 1,000,000,000 shares issued in a single series, fully subscribed and paid corresponding to the statutory capital of the company, in which it was expressed, the prior capital to the Extraordinary Shareholders meeting, under balance sheet of December 31, 2008, approved by the Ordinary Shareholders' Meeting held on April 17, 2009.
• With the decrease of the capital of the company agreed at the Extraordinary Shareholders' Meeting held on April 17, 2009, which restored to the shareholders the amount of $24.221.800.000, which reduced the capital of the company to the sum of $468,358,401,796, divided into one billion shares of the same series, of equal value, without par value, being fully empowered the Board to adopt all necessary arrangements to carry out the agreed capital reduction; to determine the date of payment of the return of capital which, in any case, must be verified before December 31, 2009; to provide publications and information that are necessary; as also to obtain all authorizations necessary or appropriate; and, in general, to finalize all the details designed to secure compliance of what was agreed.⁵

Transitory Article Two.- From this date until the time the first Ordinary Shareholders Meeting is held, the Company shall be managed by a committee composed of Angel Simón Grimaldos, Alfredo Noman Serrano, Xavier Amorós Corbella, Josep Bagué Prats, Fernando Rayon Martí, Alain Chaigneau and Jean Marc Boursier, as holders, with their alternates, Patricio Prieto Sánchez, José Vila Basas, Claudio Undurraga Abbott, Lluis Maria Puiggarí Lalanza, Fernando Samaniego Sangroniz, Jean Paul Minette and Fernando Bravo Valdés. The provisional Board will be withheld to the same rules and have the same powers that, according to the law and these statutes, are for the definitive Board of Directors, and its members are not entitled to a salary for their performance.

Transitory Article Three.- Until the first Ordinary Shareholders Meeting is held, to be carried out after this date, the designated External Auditors of the Company will be the Deliotte & Tourche Company of Auditors and Consultands Ltd.

Transitory Article Four.- Until there is a different resolution adopted by the Extraordinary Shareholders meeting, for the purposes specified in Article fifty-nine of Law 18046 all notices and summons to general meetings shall be published in Diario Financiero of Santiago, Chile.

Transitory Article Five.- The representation and powers of the company, as a limited liability company, will be substituted while its transformation into a public limited company is not fully legalized.

Transitory Article Six.- Ondeo Services Chile S.A. And Inversiones Aguas del Gran Santiago S.A. in their quality as the only shareholders of Inversiones Aguas Metropolitanas S.A. agree to proceed to register the Company and its actions in the Securities Registry of the Superintendency of Securities and Insurance, to which the Company and its shareholders can make a public offering of these.

Transitory Article Seven.- Ondeo Services Chile S.A. And Inversiones Aguas del Gran Santiago S.A, in their capacity as the only shareholders of Inversiones Aguas Metropolitanas S.A. agree that the transformation of company is subject to the resolute condition that the Company and their actions cannot be recorded in the Register of Securities of the Superintendency of Securities and Insurance within the December 31, 2005 deadline. Fulfilling this condition, the social pact of Inversiones Aguas Metropolitanas Limitada consisting of the public documents referred to in the first article of this clause will preside. A certificate issued by the Superintendency of Securities and Insurance stating that these entries were made before the expiry of the time limit set, or a certificate issued by the same agency, with a compliancy dated later than the prescribed term, stating that those entries have not yet been materialized constitute sufficient proof of having met or failed to meet the above conditions. The respective certificate may be reduced to a public writing by any of the incumbent or substitute directors of the Company, and said writing can be noted in the margins of an inscription in the relevant Registry of Commerce.

I certify that this corresponds to an updated transcript of the statutes of Inversiones Aguas Metropolitanas S.A. in May 2013.

⁵Article modified on 6^a JEA of 17/04/2009