Shareholders and Investors

Shareholders and
Investors

Fixed income presentations and events

Propuesta de los acuerdos a adoptar en las asambleas generales de bonistas de ciertas emisiones convocadas para octubre 2016

Proposals to be approved by the noteholders’ meeting of the €500,000,000 8.50% Notes due 2016 (ISIN: XS0498817542 and Common Code 49881754) called for March 2016

Proposals to be approved by the noteholders’ meetings of certain issues called for October 2015

Proposed resolutions to be adopted at the general noteholders’ meeting for the issue of convertible notes of Abengoa, S.A. 2013

The draft resolutions which will be subject to voting at the General Noteholders’ Meeting for the Issue of Convertible Notes of Abengoa, S.A. 2013, for an amount of 400,000,000 Euros and at an interest rate of 6. 25 per cent, due 2019 (the "Issue"), which will take place in Madrid, on 3 April 2013, at 12 o’clock, at first call, in accordance with the following:

Agenda

First.- Examination and approval, if appropriate, of the work performed by the Provisional Commissioner of the Noteholders’ Syndicate.

Second.- Ratification of the appointment of the Provisional Commissioner of the Noteholders’ Syndicate or appointment of a substitute Commissioner.

Third.- Examination and approval, if appropriate, of the final version of the Syndicate Regulations.

Fourth.- Any other matters.

Fifth.- Delegation of powers.

Proposed Resolutions

First.- Examination and approval, if appropriate, of the actions performed by the Provisional Commissioner of the Noteholders’ Syndicate.

Approve the actions performed to date by Deutsche Bank, S.A.E., with registered address at Avenida Diagonal, 446, Barcelona, Spain, in exercising its duties as the Provisional Commissioner of the Noteholders’ Syndicate since its constitution, taking into account that no action has been taken or required since its provisional appointment on the date in which the Deed of Issuance (as this term is defined in the Second Resolution below) was granted.

Second.- Ratification of the appointment of the Provisional Commissioner of the Noteholders’ Syndicate or appointment of a substitute Commissioner.

Ratify the appointment of Deutsche Bank, S.A.E., as Commissioner of the Syndicate, a post to which it was provisionally appointed and it accepted by virtue of the deed of issuance dated 15 January 2013 granted before the Notary Public of Sevilla Mr. José Ruiz Granados with number 112 of his protocol (the "Deed of Issuance").

Third.- Examination and approval, if applicable, of the final version of the Syndicate Regulations.

Ratify the Noteholders’ Syndicate Regulations, the text of which is transcribed below:

Title I

Incorporation, name, purpose, address and duration for the syndicate of noteholders

Article 1º.-Incorporation

In accordance with the provisions of Chapter IV of Title XI of the Spanish Royal Decree 1/2010, of July 2, 2010, approving the Consolidated Wording of the Spanish Companies Act (the “Spanish Companies Act”), there shall be incorporated, once the Public Deed of the Issue has been filed with the Commercial Registry, a Syndicate of the owners of the Notes (hereinafter, the “Noteholders”) which compose the “Issue of convertible notes of Abengoa, S.A., 2013”.

This Syndicate shall be governed by these regulations and by the Spanish Companies Act and other applicable legislation.

Article 2º.- Name

The Syndicate shall be named “Syndicate of noteholders of the issue of convertible notes of Abengoa, S.A., 2013”.

Article 3º.- Purpose

This Syndicate is formed for the purpose of representing and protecting the lawful interest of the Noteholders before Abengoa, S.A. (the “Issuer”), by means of the exercise of the rights granted by the applicable laws and the regulations set forth herein, to exercise and preserve them in a collective way and under the representation determined by these regulations.

Article 4º.- Address

The address of the Syndicate shall be located at Paseo del General Martínez Campos, 15, 6th floor, Madrid.

However, the Noteholders’ general meeting (the “General Meeting”) is also authorised to hold a meeting, when considered convenient, in any other place in Madrid that is specified in the notice convening the meeting.

Article 5º.- Duration

This Syndicate shall be in force until the Noteholders have been reimbursed for any rights they may hold for the principal, interest or any other concept, or until all of the Notes have been converted into shares as set forth in the terms and conditions of issue of the Notes.

Title II

Syndicate's regime

Article 6º.Syndicate management bodies

The Management bodies of the Syndicate are:

a) The General Meeting

b) The Commissioner of the General Meeting (the "Commissioner").

Article 7º.- Legal nature

The General Meeting, duly called and constituted, is the body of expression of the Noteholders’ will, subject to the provisions of these regulations, and its resolutions are binding for all the Noteholders in the way established by the Law.

Article 8º. – Convening meetings

The General Meeting shall be convened by the Board of Directors of the Issuer or by the Commissioner, whenever they may deem it convenient.

Nevertheless, the Commissioner shall convene a General Meeting when Noteholders holding at least the twentieth of the non-amortised entire amount of the Issue, request it by writing. In such case, the General Meeting shall be held within thirty days following receipt of the written notice by the Commissioner.

Article 9º.- Procedure for convening meetings

The General Meeting shall be convened at least fifteen days before the date set for the meeting, by (i) notice published in the Official Gazette of the Commercial Registry and, if considered convenient, in one or more newspapers of significant national or international circulation, or (ii) notice to the Noteholders in accordance with the terms and conditions of the Notes.

When the General Meeting is convened to consider or resolve matters relating to the amendment of the terms and conditions of issue of the Notes or any other matters considered to be of similar relevance by the Commissioner, it should be convened in the manner set out in the Spanish Companies Act for the general meeting of shareholders. In addition, Noteholders may also be notified in accordance with the terms and conditions of the Notes. In any case, the notice shall state the place and the date for the meeting, the agenda for the meeting and the way in which the ownership of the Notes shall be proved in order to have the right to attend the General Meeting.

Article 10º.- Right to attend meetings

Noteholders who have been so at least five days prior to the date on which the General Meeting is scheduled, shall have the right to attend the meeting.

The members of the Board of Directors of the Issuer and the Fiscal Agent under the Issue shall have the right to attend the General Meeting even if they have not been requested to attend.

Article 11º.- Right to be represented

All Noteholders having the right to attend the General Meeting also have the right to be represented by another person. Appointment of a proxy must be in writing and only for each particular General Meeting.

Article 12º.- Quorum for meetings and to pass resolutions

The General Meeting shall be entitled to pass resolutions if Noteholders representing at least two thirds of the outstanding Notes are present or duly represented at the General Meeting, and these resolutions shall be approved by an absolute majority of the outstanding Notes present or duly represented at the meeting.

In the case that two thirds of the outstanding Notes do not attend, a new General Meeting may be convened to be held one month after the call, and will be validly constituted regardless of the number of outstanding Notes presented or duly represented and the resolutions may be passed by an absolute majority of the outstanding Notes present or duly represented. However, the General Meeting shall be deemed validly constituted to transact any business within the remit of the Syndicate if Noteholders representing all outstanding Notes are present and provided that the Noteholders present unanimously approve the holding of such General Meeting.

Article 13º.-Voting rights

In the meetings of the General Meeting, each Note, present or represented, shall have the right to one vote.

Article 14º.- President of the general meeting

The Commissioner shall be the president of the General Meeting, shall chair the discussions, shall have the right to bring the discussions to an end when he considered it convenient and shall arrange for matters to be put to the vote.

Article 15º.- Attendance list

Before discussing the agenda for the meeting, the Commissioner shall complete the attendance list, stating the nature and representation of each of the Noteholders present and the number of Notes at the meeting, both directly owned and/or represented.

Article 16º.- Power of the general meeting

The General Meeting may pass resolutions necessary for the best protection of Noteholders’ lawful interests before the Issuer; to modify, in accordance with it, the terms and conditions of the Notes; to dismiss or appoint the Commissioner; to exercise, when appropriate, the corresponding legal claims and to approve the expenses caused by the defense of the Noteholders’ interest.

Article 17º.- Challenge of resolutions

The resolutions of the general meeting may be challenged by the Noteholders in accordance with Chapter IX of Title V of the Spanish Companies Act.

Article 18º.- Minutes

The minutes of the meeting may be approved by the General Meeting, after the meeting has been held, or, if not, within a term of fifteen days, by the Commissioner and at least one Noteholder appointed for such purpose by the General Meeting.

Article 19º.- Certificates

The certificates of the minutes shall be issued by the Commissioner.

Article 20º.- Individual exercise of actions

The Noteholders will only be entitled to individually exercise judicial or extra judicial claims if such claims do not contradict the resolutions previously adopted by the Syndicate, within its powers, and are compatible with the faculties conferred upon the Syndicate.

Title III

The commissioner

Article 21º.- Nature of the commissioner

The Commissioner shall bear the legal representation of the Syndicate and shall be the body for liaison between the Syndicate and the Issuer.

Article 22º.- Appointment and duration of the office

Notwithstanding the appointment of the Commissioner, which will require the ratification of the General Meeting, this latter shall have the power to appoint him and he shall exercise his office as long as he is not dismissed by the General Meeting.

Article 23º.- Faculties

The Commissioner shall have the following faculties:

1º To protect the common interest of the Noteholders.

2º To call and act as president of the General Meeting.

3º To inform the Issuer of the resolutions passed by the Syndicate.

4º To carry out all those actions provided for in the terms and conditions of the Notes to be carried out or that may be carried out by the Commissioner.

5º To execute the resolutions of the General Meeting.

6º To exercise the actions corresponding to the Syndicate.

7º In general, the ones granted to him by Law and the present regulations.

TITLE IV

Special dispositions

Article 24º.- Jurisdiction

For any dispute arising from these regulations, which shall be governed by Spanish law, the Noteholders, by the own fact of being so, shall submit to the exclusive jurisdiction of the courts and tribunals of the city of Madrid and expressly waiving the jurisdiction of other courts or tribunals.

Fourth.- Any other business.

Fifth.- Delegation of powers.

Empower Deutsche Bank, S.A.E., Syndicate Commissioner, with the express powers of substitution, so that, for and on behalf of the Syndicate, and acting through its appointed representative, it may execute these resolutions and, in particular, appear before a Notary Public and sign any public and private documents as necessary or appropriate in order to raise the above resolutions to public document status, as well as carry out any actions as needed or advisable, appearing before any public or private bodies, to ensure the enforceability of the adopted resolutions, making any rectifications and clarifications or remedying any errors that may be necessary or appropriate in order to record them, as the case may be, at the corresponding Mercantile Registry.



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