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October

B shares: Frequently asked questions

October 7, 2012

1. What is the difference between Abengoa's A and B shares?

The only difference between A and B shares is the voting rights: B shares have 1 vote per share, while A shares carry 100 votes for each share. The voting power is in proportion to the nominal value of the shares (the nominal value of A share is 1 euro and the nominal value of the B share is 0.01 euro). Economical rights (dividends and liquidation preference) are the same for both type of shares.

2. Will class B and class A shares be entitled to the same dividend?

Yes, both share classes have the same economic rights and are therefore entitled to the same dividend payment.

3. Why did Abengoa carry out a stock distribution, providing every A shareholder a right to acquire at no cost 4 B shares for every A share they own?

Abengoa has carried out the stock distribution with the objective to create a capital structure that will allow it to finance its future growth plans. The newly issued B shares are expected to be listed in the US, providing the Company with increased financial flexibility while maintaining a strong and supportive shareholder base. The split ratio of 4 to 1 has been set in order to ensure an appropriate liquidity for the B shares.

4. What changes for me as a shareholder after the distribution of 4B shares? Do my voting or economic rights change?

Shareholders will continue to have the same voting and economic rights post the stock distribution. There is no dilution, as all the shareholders have received the same proportion of new B shares and still maintain their A shares.

5. What am I supposed to do with the rights I have been given? Are there any steps I need to take with my broker?

Shareholders may choose to sell their rights or exercise them at no cost. In order to exercise them, investors are not required to do anything with the rights they have received. At the end of the 15 day negotiation period which began on October 3rd, 2012, and after 4 our 5 days, Iberclear will automatically assign 1 new B share for each existing right of allotment of B shares (so that the agreed ratio of 4B shares for each old 1 share is met). This process will happen automatically.

6. I hear there is a conversion period where I can exchange my remaining A shares into Bs, at a ratio of 1 to 1. How do I do that?

You have to instruct your bank or depositary to this effect. This instruction will be communicated to Abengoa, and Abengoa will transform your A shares into B shares. This process may take approximately 3 weeks during which you will not be able to sell the A shares that are being converted into B shares.

7. Will the B shares trade? If so, where and when?

The B shares are expected to start trading in the Spanish Stock Exchanges on October 24th or 25th and will be included in the Ibex-35 index, while the A share will trade in the "Mercado Continuo", exiting the Ibex-35 index simultaneously with the entry of the B share in the Ibex35 index.

8.How will the price of actual B shares be determined when they start trading?

The Madrid Stock Exchange has informed Abengoa that the initial reference price will be the closing price of the A share of the previous trading session. However, this is only a reference price for the auction that takes place for a period of 30 minutes before the opening of the trading session. The initial trading price will actually be the price determined in such trading auction.

9. What is going to happen to my A shares if I do not convert?

A shares will continue trading in the Spanish Stock exchange, but will leave the Ibex-35 index upon the inclusion of B shares in the Ibex-35 index. Such A shares will continue to have the existing voting and economic rights.

10. Why is Abengoa intending to list the B shares in the US?

Abengoa has over 70% of its business generated outside of Spain, and more than 50% of its current capex plan is being deployed in the US. A listing in the US market is a natural step for Abengoa that will provide access to a broader and more diversified base of sophisticated investors. Abengoa is very familiar with the US capital markets through its former subsidiary Telvent (Nasdaq listed). Since 2005, Abengoa has adapted its internal controls and procedures to be compliant with Sarbanes Oxley, allowing it to compete in the most demanding market in the world.

11. What is the impact on the conversion price of convertible bonds?

The conversion price has been adjusted by an independent financial advisor to reflect the 4B share distribution. The adjusted conversion price is 4.17 euro/share on the convertible notes due 2014 and 5.97 euro/share on the convertible notes due 2017.

12. How were the rights of minority shareholders protected in the approval of this transaction?

Abengoa's Board of Directors appointed a special committee formed by independent board members to analyze the transaction. The Board required the vote of the majority of the minority holders for approval of the stock distribution, something unprecedented in these type of transactions. In addition, changes were proposed to the Company's bylaws to protect the rights of minority holders, basing most of the rights on number of shares held and not on the number of votes provided by such shares.

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