¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to 240.14a-12

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	To elect ten members to the Company’s Board of Directors (the “Board”);

2.	To approve, on an advisory basis, the Company’s executive compensation;

3.	To ratify the appointment of Ernst & Young LLP (“EY” or the “Independent Registered Public Accounting Firm”) as the independent auditors of the Company for fiscal year 2019; and

4.	To transact such other business as may properly come before the Annual Meeting.

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•	Compensation Committee;

•	Financial Audit Committee;

•	Governance Committee; and

•	Innovation and Technology Committee.

•	review and evaluate at least annually the performance of the CEO and other executive officers of the Company, including setting goals and objectives, and to set executive compensation, including incentive awards and related performance goals;

•	provide oversight of the Company’s executive compensation and benefit plans and practices;

•	make recommendations to the Board to modify AES’ executive compensation and benefit programs to align with the Company’s compensation goals;

•	review, discuss and make recommendations to the Board on say on pay and say on frequency matters and Stockholder engagement;

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•	assess the stock ownership guidelines for executive officers; and

•	review Management’s succession planning.

•	the integrity of the financial statements of the Company and its subsidiaries;

•	the effectiveness of the Company’s internal controls over financial reporting;

•	the Company’s compliance with legal and regulatory requirements;

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•	the qualifications, independence and performance of the Company’s independent registered public accounting firm (the “Independent Auditor”);

•	the performance of the Company’s internal audit function; and

•	the preparation of the audit committee report included in the Company’s annual Proxy Statement.

•	identify and provide recommendations for potential Director nominees for election to the Board;

•	advise the Board with respect to Board composition, procedures and committees;

•	develop and recommend to the Board corporate governance guidelines applicable to the Company;

•	establish and administer programs for evaluating the performance of Board members;

•	review the fees paid to outside directors for their services on the Board and its Committees;

•	consider governance and social responsibility issues relating to the Company;

•	review the Company’s contributions to trade associations, including any amounts related to political activities and lobbying expenses, and review of other political contributions or expenditures, if any, by the Company;

•	provide oversight of the Company’s environmental, safety and cyber security programs and related issues; and

•	provide oversight of the Company’s dispute resolution, operations, construction, insurance and regulatory programs and related issues.

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•	the Company’s efforts to foster growth through innovation;

•	the Company’s efforts to identify and assess risks and opportunities in the power industry and adjacent industries arising from emerging or competing technologies; and

•	the Company’s approach to replication of innovative solutions across businesses.

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•	Ethisphere’s World’s Most Ethical Companies for six consecutive years;

•	Since 2014, AES has been included in the DowJones Sustainability Index for North America based on RobecoSAM’s analysis of financially material Environmental, Social and Governance factors;

•	Since 2017, AES has been a member of the FTSE4Good Index Series. FTSE Russell is a unit of London Stock Exchange Group’s information Services Division that measures the performance of companies demonstrating strong management of ESG risk.

•	In 2018, AES maintained Leadership category recognition in the CDP Climate Change questionnaires with a score of “A-”.

•	Meet or exceed the requirements of environmental rules and regulations imposed by local, regional, and national governments and by participating financial institutions.

•	Meet or exceed our Environmental Standards set forth in our programs and policies.

•	Plan and budget for investments that achieve sustainable environmental results by taking into account the local, regional and global environment where the term "environment" is broadly defined as the external surroundings or conditions within which people live — including ecological, economic, social and all other factors that determine quality of life and standard of living.

•	Strive to continually improve the environmental performance at every business.

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•	the benefits to the Company;

•	the materiality and character of the Related Person’s direct or indirect interest, and the actual or apparent conflict of interest of the Related Person;

•	the impact on a Director’s independence in the event the Related Person is a Director or a Director nominee, an immediate family member of a Director or a Director nominee or an entity in which a Director or a Director nominee is an Executive Officer, partner, or principal;

•	the commercial reasonableness of the Related Person Transaction and the availability of other sources for comparable products or services;

•	the terms of the Related Person Transaction;

•	the terms available to unrelated third parties or to employees generally;

•	any reputational risk the Related Person Transaction may pose to the Company; and

•	any other relevant information.

•

Where to send Stockholder proposals. Any Stockholder proposal intended to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) must comply with the requirements of Rule 14a-8 of the Exchange Act and be submitted in writing by notice delivered to the Office of the Corporate Secretary, located at The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia 22203.

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•

Deadline for Stockholder proposals. Stockholder proposals submitted pursuant to Rule 14a-8 must be received at our principal executive offices at least 120 days before the anniversary of the mailing of the prior year’s proxy material (i.e., by November 7, 2019), unless the date of our 2020 Annual Meeting is changed by more than 30 days from April 18, 2020 (the one-year anniversary date of the 2019 Annual Meeting), in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials.

•	Information to include in Stockholder proposals. Stockholder proposals must conform to and set forth the specific information required by Rule 14a-8 of the Exchange Act.

•

Stockholder nomination of Directors. As described in Section 9.01 of our By-Laws, nominations of persons eligible for election to the Board may be made at any annual meeting of Stockholders or at any special meeting of Stockholders called for the purpose of electing Directors by any Stockholder of record at the time of giving of the notice and who at the time of the meeting is entitled to vote at such meeting, and who provides the required notice in accordance with Section 9.01(C) of our By-Laws.

•

Timing for notice (other than proxy access procedures). The written notice required with respect to any nomination (including the completed and signed questionnaire, representation and agreement discussed below) must be given, either by personal delivery or by United States mail, postage prepaid, to the Office of the Corporate Secretary at the address set forth above (a) with respect to an election to be held at an annual meeting of Stockholders, generally not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting (as provided above) and (b) with respect to an election to be held at a special meeting of Stockholders for the election of Directors (other than a Stockholder Requested Special Meeting, as such term is defined in the By-Laws), the close of business (as defined in the By-Laws) on the seventh day following the earlier of (i) the date on which notice of such meeting is first given to Stockholders and (ii) the date on which a public announcement (as defined in Section 2.15(D) of the Company’s By-Laws) of such meeting is first made. In no event shall an adjournment, recess or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a Stockholder’s notice.

•	Deadline for notice. The Stockholder notice must be delivered to the Office of the Corporate Secretary not later than the close of business on the 120th day, nor earlier than the close of business on the 150th day, prior to the first anniversary of the preceding year’s annual meeting (no earlier than November 20, 2019 an no later than December 20, 2019 for the 2020 Annual Meeting).

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•	Other conditions. The ability to include proxy access nominees in the Company’s proxy materials is subject to a number of requirements, conditions and limitations that are set forth in the By-Laws.

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•	promote the recruitment of talented and experienced Directors to the AES Board;

•	compensate outside Directors for the increased workload inherent in a public board Director position; and

•	retain a strong financial incentive for Directors to maintain and promote the long-term health and viability of the Company.

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(1)

Mr. Gluski, our President and CEO, is also a member of our Board. His compensation is reported in the Summary Compensation Table and the other tables set forth in this Proxy Statement. In accordance with our Corporate Governance Guidelines, Management Directors do not receive any additional compensation in connection with service on the Board. Ms. Davidson was elected to the Board on February 22, 2019 and accordingly was not paid any compensation in 2018.

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(2)	Directors elected at the 2018 Annual Meeting of Stockholders received an $80,000 Annual Retainer with a requirement that at least 34% of such retainer be deferred in the form of stock units, with each Director having the right to elect to defer additional amounts as further described above. Directors may also elect to defer Committee fees in the form of stock units.

(3)

This column includes the aggregate grant date fair value of Director stock unit awards granted in 2018 pursuant to (i) the 34% mandatory annual retainer deferral into stock units, and (ii) as further described in “Director Compensation for Year 2018” above, the additional incremental value resulting from Directors electing to defer more than 34% of their annual retainer and being credited with 1.3 or 1.9 times, as applicable, of the elective deferral amount. The aggregate grant date fair values were computed in accordance with FASB ASC Topic 718. A discussion of the relevant assumptions made in these valuations may be found in footnote 16 to the financial statements contained in the AES Form 10-K.

(5)	Mr. Rossotti’s term ended April 18, 2018. Mr. Rossotti entered into a Consulting Agreement with the company to provide consulting services to the incoming Chairman and Lead Independent Director from April 19, 2018 to December 31, 2018, which amounts are included in the “All Other Compensation” column.

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•	AES’ philosophy is to target total compensation opportunities at approximately the 50th percentile of companies similar in industry and size.

•	With over half of NEO compensation in variable incentives, actual compensation only exceeds the 50th percentile when AES exceeds performance goals and creates commensurate Stockholder value.

•	Annual incentive plan payouts were above the target opportunity based on actual performance, driven primarily by Financial and Growth goals, which were above the midpoint of our expectations for 2018.

•	2018 long-term incentive payouts reflect strong performance and Total Shareholder Return of 70% over a three-year performance period (2016-2018).

•	The Compensation Committee continues to align pay practices with Stockholder interests.

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•	The Compensation Committee annually reviews AES’ performance and CEO compensation relative to power generation and utility companies from the S&P 500 Utilities Index to which investors may compare AES. The CEOs realizable compensation and AES’ Total Stockholder Return are aligned with value creation to AES Stockholders as demonstrated below for the 2015-2017 period.

•	At the 2018 Annual Meeting, AES received over 95% support for its NEO compensation based on the shares voted in favor of the 2018 Say on Pay proposal.

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•	Individual performance against pre-set goals and objectives for the year, and Company performance;

•	An individual’s experience and expertise;

•	Position and scope of responsibilities;

•	An individual’s future prospects with the Company; and

•	The new total compensation that would result from any change and how the new total compensation compares to survey data.

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•	The U.S. General Industry Database, which consisted of other companies with international operations with a total of 507 companies;

•	The U.S. Energy Industry Database, which consisted primarily of power generation and distribution companies, with a total of 124 companies; and

•	Country-specific compensation databases for international data which consisted of companies similar to AES’ business, with a total of 320 companies in Chile.

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•	Year-over-year changes in total compensation;

•	The value of outstanding long-term compensation awards under various share price and financial performance scenarios;

•	Payouts and realized gains from past long-term compensation awards; and

•	The value of benefits payable upon termination and change-in-control.

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	*Actual percentage results above are rounded to the nearest whole number

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•	Compensation philosophy which emphasizes alignment between executive compensation and Stockholder value creation;

•	Long-term strategic and financial objectives;

•	Goal of retaining our NEOs; and

•	Review of relevant market practices.

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•	S&P 500 Utilities Index - 50%

•	S&P 500 Index - 25%

•	MSCI Emerging Markets Index - 25%

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•	S&P 500 Utilities Index - 84.0 percentile of performance, resulting payout of 185%

•	S&P 500 Index - 81.4 percentile of performance, resulting payout of 178.5%

•	MSCI Emerging Markets Index - 83.5 percentile of performance, resulting payout of 183.8%

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•	The initial payment was calculated based upon achieving certain financial results that were subsequently the subject of a material restatement of the Company’s financial statements;

•	The Compensation Committee, in its discretion, determines that the executive engaged in fraud or willful misconduct that caused, or substantially caused, the need for the restatement; and

•	A lower payment would have been made to the executive based upon the restated financial results.

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•	Based on actual performance the value of equity awards at vesting may decline, including both our AES relative Total Stockholder Return cash units and AES Proportional Free Cash Flow performance stock units.

•	For the 2016-2018 performance cash units AES had a Total Stockholder Return of 70% which exceeded the 80th percentile against all three indices to which it compares itself

◦	For the previous six performance periods where AES compared it’s Total Stockholder Return to one or more indices, all payouts relating to Total Stockholder Return were forfeited in their entirety as AES did not meet the threshold performance

•	As a direct result of the performance-based nature of AES’ executive compensation program actual compensation earned by our NEOs has significantly varied from Summary Compensation Table reported values for the last three years.

◦	Approximately 60% of amounts included in the Summary Compensation Table Total column have been realized by our NEOs over the preceding 3 year period.

*	Table excludes the Options and Change in Pension Value and Non-Qualified Deferred Compensation Earnings columns, which are not applicable.

(1)

Based on actual performance the value of equity awards may decline from reported values, including our relative Total Stockholder Return performance stock units and proportional free cash flow performance cash units. The below table reflects the aggregate value reported in the Summary Compensation Table during fiscal years 2018, 2017 and 2016, as well as income actually earned (W-2 income), during that same period.

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(2)	The base salary earned by each NEO during fiscal years 2018, 2017 and 2016, as applicable.

(3)	In recognition of their individual performance achievements in 2018, the Compensation Committee approved the additional bonus amounts for Messrs. Da Santos and Nebreda paid under the Performance Incentive Plan.

(4)

Aggregate grant date fair value of performance stock units, performance cash units, and restricted stock units granted in the year which are computed in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation” (“FASB ASC Topic 718”) disregarding any estimates of forfeitures related to service-based vesting conditions. A discussion of the relevant assumptions made in the valuation may be found in our financial statements, footnotes to the financial statements (footnote 16), or Management’s Discussion & Analysis, as appropriate, contained in the AES Form 10-K which also includes information for 2016 and 2017. Assuming the maximum market and financial performance conditions are achieved, and in the case of performance stock units the share price at grant, the maximum value of performance stock units and performance cash units granted in fiscal year 2018, and payable upon completion of the 2018-2020 performance period, is shown below.

(5)	The value of non-equity incentive plan awards earned during the 2018 fiscal year and paid in 2019 under our Performance Incentive Plan (our annual incentive plan).

(6)

All Other Compensation includes Company contributions to both qualified and non-qualified defined contribution retirement plans. In the case of Mr. Nebreda and Mr. Pérez Dubuc, All Other Compensation also includes overseas relocation and assignment related benefits. Mr. Nebreda receives assignment related benefits as a result of his role as SVP & President, South America Strategic Business Unit. Mr. Pérez Dubuc was on assignment as President, South America Strategic Business Unit prior to his current role of SVP, Global New Energy Solutions. Upon relocating to the United States Mr. Pérez Dubuc no longer receives any ongoing assignment allowances.

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*	Table excludes the All Other Option Awards and Exercise or Base Price of Option Awards, as no Stock Options were granted in 2018.

(1)	Each NEO received an award under the Performance Incentive Plan (our annual incentive plan) in 2018. The first row of data for each NEO shows the threshold, target and maximum award under the Performance Incentive Plan. For the Performance Incentive Plan, the threshold award is 0% of the target award, and the maximum award is 200% of the target award. The extent to which awards

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(2)

Each NEO received performance stock units on February 23, 2018 awarded under the 2003 Long-Term Compensation Plan. These units vest based on the financial performance condition of Proportional Free Cash Flow for the three year period ending December 31, 2020 (as more fully disclosed in the “Long-Term Compensation” section of this Proxy Statement). The second row of data for each NEO shows the total number of AES shares at threshold, target, and maximum. At threshold, the vesting percentage is 0%. At maximum performance, the vesting percentage is 200%. Straight line interpolation is applied for performance between the threshold and target and between the target and maximum.

(3)	Each NEO received restricted stock units on February 23, 2018 awarded under the 2003 Long-Term Compensation Plan. These units vest on a service-based condition in which one-third of the restricted stock units vest on each of the first three anniversaries of the grant.

(4)

Aggregate grant date fair value of performance stock units, performance cash units, and restricted stock units granted in the year which are computed in accordance with FASB ASC Topic 718, disregarding any estimates of forfeitures related to service-based vesting conditions. A discussion of the relevant assumptions made in the valuation may be found in our financial statements, footnotes to the financial statements (footnote 16), or Management’s Discussion & Analysis, as appropriate, contained in the AES Form 10-K. Assuming the maximum market and financial performance conditions are achieved, and in the case of performance stock units the share price at grant, the maximum value of performance stock units and performance cash units granted in fiscal year 2018, and payable upon completion of the 2018-2020 performance period, is shown in footnote 4 to the Summary Compensation Table.

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*	Table excludes the following column which is not applicable based on award types currently outstanding: Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options. Valued using closing price per share on the last business day of the fiscal year (December 31, 2018) of $14.46.

(1)	Stock options were last granted to NEOs in 2015, and are all fully vested.

(2)	Included in this item are:

a.	A restricted stock unit grant made to all NEOs on February 19, 2016 that vests in one final installment on February 19, 2019.

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b.	A restricted stock unit grant made to all NEOs on February 24, 2017 that vests in two installments on February 24, 2019 and February 24, 2020.

c.	A restricted stock unit grant made to all NEOs on February 23, 2018 that vests in three installments on February 23, 2019, February 23, 2020 and February 23, 2021.

(3)	Included in this item are:

a.	Performance stock units granted to all NEOs on February 24, 2017 and February 23, 2018, which vest based on the financial performance condition of AES’ three-year cumulative Proportional Free Cash Flow, and three-year service conditions (but only when and to the extent financial performance conditions are met).

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(1)	The Total Stockholder Return performance cash units also vested on December 31, 2018 with each unit having a value of $1.00.  In connection with the vesting of such units, the NEOs received the following dollar amounts: Mr. Gluski ($4,562,373)  , Mr. O’Flynn ($1,624,857), Mr. Da Santos ($667,584), Mr. Nebreda ($324,095), and Mr. Perez Dubuc ($306,768).

(2)	Vesting of stock awards in 2018 consisted of separate grants shown in the following table.

(a)

The February 19, 2016 performance stock unit grant vested based on the Company’s Proportional Free Cash Flow results for the three-year period ended December 31, 2018 with performance of 99.4% of target, which resulted in a payout of 97.6% of target. Final certification of results and distribution of shares occurred in the first quarter of 2019. For purposes of this Proxy Statement, the performance stock units vested at that performance level as of December 31, 2018 at the closing stock price per share of $14.46.

(b)	The February 20, 2015 restricted stock unit grant vests in three equal installments on the anniversary of the grant date. The third vesting occurred on February 20, 2018 at a vesting price of $10.40.

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(e)	The February 24, 2017 restricted stock unit grant vests in three equal installments on the anniversary of the grant date. The first vesting occurred on February 24, 2018 at a vesting price of $10.49.

(1)	Amounts in this column represent elective contributions to the Restoration Supplemental Retirement Plan (“RSRP”) and the International Retirement Plan (“IRP”) in 2018.

(2)	Amounts in this column represent the Company’s contributions to the RSRP and IRP. The amount reported in this column and the Company’s additional contributions to the 401(k) Plan are included in the amounts reported in the 2018 row of the “All Other Compensation” column of the Summary Compensation Table.

(3)	Amounts in this column represent investment earnings under the RSRP and IRP .

(4)	Amounts in this column represent distributions from the RSRP.

(5)	Amounts in this column represent the balance of amounts in the RSRP and the IRP at the end of 2018 and are included in the Summary Compensation Table as described in footnote 2 herein.

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(1)	Upon termination without cause, or a qualifying termination following a change-in-control, and in the case of Mr. Gluski, termination due to death or disability, or Good Reason (outside of change-in-control), a pro-rata bonus to the extent earned would be payable.

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(2)	Accelerated Vesting of Long-Term Compensation (“LTC”) includes:

•	The value of outstanding performance stock units granted in February 2017 and 2018 at the target payout level;

•	The value of outstanding performance cash units granted in February 2017 and 2018 at the target payout level;

•	The value of outstanding restricted stock units granted in February 2016, 2017 and 2018; and

(3)

Upon termination without cause and a qualifying termination following a change-in-control, the NEO may receive continued medical, dental and vision benefits. The value of benefits continuation is based on the share of premiums paid by the Company on each NEO’s behalf in 2018, based on the coverage in place at the end of December 2018. For the period that benefits are continued, each NEO is responsible for paying the portion of premiums previously paid as an employee.

(4)	Upon termination without cause, or in the case of Mr. Gluski, for Good Reason, or a qualifying termination following a change-in-control, the NEOs are eligible for outplacement benefits. The estimated value of this benefit is $25,000.

•	Disability benefits under our long-term disability program in effect at the time;

•	Base salary through the termination date or, if earlier, the end of the month preceding the month in which disability benefits commence; and

•	In the case of Mr. Gluski, a pro-rata portion of his annual bonus to the extent earned, based upon the number of days he was employed during the year (“Pro-Rata Bonus”).

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•	Base salary through the termination date, the Pro-Rata Bonus, and a lump sum severance payment equal to one times (two times in the case of Mr. Gluski) the sum of the Executive Officer’s base salary and target bonus for the year in which the termination of employment occurs;

•	Continued participation for 12 months (24 months in the case of Mr. Gluski) in all medical, dental, and vision benefit programs that the Executive Officer was participating in at the time of termination; and

•	Outplacement assistance from the time of termination until December 31st of the second calendar year following the calendar year in which the termination occurred.

•	Base salary through the termination date, the Pro-Rata Bonus, and a lump sum severance payment equal to two times (three times in the case of Mr. Gluski) the sum of the Executive Officer’s base salary and target bonus for the year in which the termination of employment occurs;

•	Continued participation for 18 months (36 months in the case of Mr. Gluski) in all medical, dental, and vision benefit programs that the Executive Officer was participating in at the time of termination; and

•	Outplacement assistance from the time of termination until December 31st of the second calendar year following the calendar year in which the termination occurred.

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•	Our program reflects a balanced mix of compensation awards to avoid excessive weight on any one performance measure and is designed to promote stability and growth (1) in the short-term through the payment of an annual incentive award based entirely on quantifiable goals and (2) in the long-term, through the payment of awards, the value of which are tied directly to AES share price performance;

•	Our annual incentive plan, performance stock units, and performance cash units provide a defined range of payout opportunities ranging from 0-200% of target;

•	Total compensation levels are heavily weighted on long-term incentive awards tied to share price performance with three-year service-based vesting schedules and, in the case of performance stock units, cumulative long-term performance goals;

•	We have stock ownership guidelines so that our NEOs’ and other senior executives’ personal wealth is tied to the long-term success of the Company; and

•	The Compensation Committee retains discretion to adjust or modify compensation based on the Company’s and executives’ performance.

•	Good balance of fixed and variable pay opportunities;

•	Capped incentive plans;

•	Multiple incentive measures;

•	Performance measured at the large business unit or corporate level;

•	Mix of measurement time periods;

•	Long-term stock ownership requirements and holding requirements;

•	Allowable Compensation Committee discretion, especially in the annual incentive plan and performance stock unit and performance cash unit agreements;

•	Oversight provided by non-participants in the plans, including plan results and Compensation Committee approval of goals;

•	Moderate severance program; and

•	Clawback policy.

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*	Shares held represent less than 1% of the total number of outstanding shares of common stock of the Company.

(1)

The shares of our Common Stock beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, shares of our Common Stock, which are subject to Options, units or other securities that are exercisable or convertible into shares of our Common Stock within 60 days of February 16, 2018, are deemed to be outstanding and beneficially owned by the person holding such Options, units or other securities. Such underlying shares of Common Stock are deemed to be outstanding for the purpose of computing such person’s ownership percentage, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

(2)

Includes (a) the following shares issuable upon exercise of Options outstanding as of February 18, 2019 that are able to be exercised on or before April 19, 2019: Ms. Davidson - 0 shares; Mr. Harrington – 0 shares; Dr. Johnson – 0 shares; Dr. Khanna – 6,666 shares; Ms. Koeppel - 0 shares; Mr. Miller – 19,280 shares; Mr. Monié – 26,813 shares; Mr. Morse – 0 shares; Dr. Naím – 0 shares; Mr. Gluski – 2,260,553 shares; Mr. O’Flynn – 693,313 shares; Mr. Da Santos – 118,191 shares; Mr. Pérez Dubuc - 108,433 ; Mr. Nebreda - 155,124 all Directors and Executive Officers as a group – 3,530,753 shares; (b) the following units issuable under The AES 2003 Long Term Compensation Plan, including The AES Corporation Deferred Compensation Plan for Directors: Ms. Davidson - 0 units; Mr. Harrington – 124,223 units; Dr. Johnson – 151,151 units; Dr. Khanna – 200,032 units; Ms. Koeppel – 88,428 units; Mr. Miller – 100,453 units; Mr. Monié – 34,957 units; Mr. Morse – 227,312 units; Dr. Naím – 110,454 units; Mr. Rossotti – 344,175 units; Mr. Ubben – 22,945 units; all Directors as a group 1,404,130 units; (c) the following shares held in The AES Retirement Savings Plan: Mr. Gluski – 27,285 shares; Mr. O’Flynn – 9,242 shares; Mr. Da Santos – 25,961 shares; Mr. Pérez Dubuc 6,051, and Mr. Nebreda 24,844 and all Executive Officers as a group – 120,871 shares.

(3)	Includes 1,000 shares held by Mr. Morse’s wife.

(4)

Includes 22,945 stock units Mr. Ubben holds under agreement for the benefit of the limited partners of ValueAct Spring Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Spring Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Spring Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P. Also, includes 1,564,500 shares held by ValueAct Spring Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Spring Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Spring Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P. Jeffrey W. Ubben is a member of the management board of ValueAct Holdings GP, LLC.

(5)

Based solely on information furnished in the Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on February 11, 2019, in which Vanguard reported that it had (a) sole power to vote or to direct the vote on 773,422 shares, (b) shared power to vote or to direct the vote on 142,250 shares, (c) sole power to dispose or to direct the disposition of 84,179,135 shares, and (d) shared power to dispose or to direct the disposition of 871,565 shares, with an aggregate amount beneficially owned by the reporting person of 85,050,700 shares.

(6)

Based solely on information furnished in the Schedule 13G/A filed by BlackRock Inc. and certain of its affiliates (“BlackRock”) with the SEC on February 4, 2019, in which BlackRock reported that it had (a) sole power to vote or to direct the vote of 57,627,960 shares, (b) shared power to vote or to direct the vote on 0 shares, (c) sole power to dispose or to direct the disposition of 63,316,409 shares, and (d) shared power to dispose or to direct the disposition of 0 shares, with an aggregate amount beneficially owned by the reporting person of 63,316,409 shares.

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(7)

Based solely on information furnished in the Schedule 13G/A filed by Capital International Investors with the SEC on February 14, 2019, in which Capital International Investors reported that it had (a) sole power to vote or to direct the vote on 36,065,287 shares, (b) shared power to vote or to direct the vote on 0 shares, (c) sole power to dispose or to direct the disposition of 37,929,405 shares, and (d) shared power to dispose or to direct the disposition of 0 shares, with an aggregate amount beneficially owned by the reporting person 37,929,405 shares.

(8)

Based solely on information furnished in the Schedule 13G filed by Capital World Investors with the SEC on February 14, 2019, in which Capital World Investors reported that it had (a) sole power to vote or to direct the vote on 35,402,000 shares, (b) shared power to vote or to direct the vote on 0 shares, (c) sole power to dispose or to direct the disposition of 35,402,000 shares, and (d) shared power to dispose or to direct the disposition of 0 shares, with an aggregate amount beneficially owned by the reporting person 35,402,000 shares.

(9)

Based solely on information furnished in the Schedule 13G filed by State Street Corporation with the SEC on February 14, 2019, in which State Street Corporation reported that it had (a) sole power to vote or to direct the vote on 0 shares, (b) shared power to vote or to direct the vote on 29,339,716 shares, (c) sole power to dispose or to direct the disposition of 0 shares, and (d) shared power to dispose or to direct the disposition of 33,935,278 shares, with an aggregate amount beneficially owned by the reporting person 33,942,396 shares.

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•	If you received these materials by mail, your admission ticket is attached to your Proxy Card. Please detach the ticket and bring it with you to the Annual Meeting.

•	If you vote electronically via the Internet, you can print an admission ticket from the online site.

•	If you hold shares through an account with a bank or broker, contact your bank or broker to request a legally valid Proxy from the owner of record to vote your shares in person. This will serve as your admission ticket.

•	A recent brokerage statement or letter from your broker showing that you owned AES common stock in your account as of February 26, 2019, serves as proof of stock ownership and may be presented in lieu of an admission ticket.

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