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Convertible Bonds Consent Solicitation: Frequently Asked Questions

November 2, 2012

Description of B shares

1. 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 facilitate the financing of 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 stock distribution ratio of 4 to 1 has been set in order to ensure an appropriate liquidity for the B shares.

2. Was the stock distribution transaction supported by the minority shareholders?

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.

3. 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.

4. 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.

5. Where are B shares trading and since when?

The B shares have been trading in the Spanish Stock Exchanges since October 25th and have been included in the Ibex-35 index, while the A share is trading in the "Mercado Continuo", exiting the Ibex-35 index simultaneously with the entry of the B share in the Ibex35 index as announced by the IBEX committee.

6. How does the voluntary exchange of A shares into B shares work?

Shareholders seeking liquidity may exchange at their discretion during pre-set windows remaining A shares for B shares (1:1 ratio) during a 5 year period. See page 14 of the following link for the windows specific dates:

7. 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.

8. Would the B shares keep trading in EUR and in the IBEX after a potential US listing?

Yes. In case B shares get listed in the US, this will be done in the form of ADRs and main listing venue would still be Madrid.

9. What is the new conversion price of the Notes?

The new conversion price of the bonds has been automatically divided by 5, as per independent financial advisor and in line with the adjustment to the Company’s share price that the date when the B rights started trading (i.e. 4 October 2012).

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.

Consent Solicitation Process

10. What is the proposal of Abengoa to the noteholders?

Abengoa is seeking the approval of the noteholders to certain proposed amendments on the relevant terms and conditions of the Notes. In particular Abengoa proposes to:

  • Amend the relevant terms and conditions in order to enable the conversion of the 2014 Notes and 2017 Notes into Class B shares ; and
  • Replace the existing Net Share settlement of the 2014 Notes for a cash settlement election similar to the 2017 Notess con vencimiento en 2017

Detailed proposal is described in the Consent Solicitation Memorandum dated 31 October 2012. See below link:

11. Why is Abengoa requesting for such consent?

Following the shareholders’ approval for the listing of B shares and the share conversion optionality from A to B shares, the next logical step for Abengoa is now to apply the same sort of amendment to the shares underlying the outstanding convertible bonds. Abengoa believes this consent is in the best interest of Noteholders as the liquidity is expected to migrate from A to B shares. The B shares are thus more likely to accurately reflect the fair value of the company and have been included in the Ibex 35 index (while A shares just in the Mercado Continuo).

12. Why do you want to change the Share settlement of the 2014 Notes to a cash settlement?

To make it consistent with the 2017 Notes, which will give Abengoa more financial flexibility upon conversion.

13. At what date and where will the Bondholders meeting will take place?

The meetings will be held on 3 December 2012 at (a) Calle Energía Solar nº1, Campus Palmas Altas, 41014, Seville, Spain, at 11:00 a.m. (Central European time) in respect of the 2014 Notes, and (b) in Paseo del General Martínez Campos, nº 15, 6th floor, 28010, Madrid, Spain at 6:00 p.m. (Central European time) in respect of the 2017 Notes.

14. How much is the “Instruction Fee” to Bondholders?

Abengoa will pay to each Noteholder from whom a valid vote in respect of the Resolution is received (and not revoked prior to the conclusion of the Meeting) by the Fiscal Agent an instruction fee of €5 for each €1,000 in principal amount of Notes the subject of such vote. Payment is subject to the passing of the relevant Resolution and such Resolution becoming effective in accordance with its terms. Only Noteholders who deliver, or arrange to have delivered on their behalf, valid votes by the Expiration Time (29 November 2012) will be eligible to receive the Instruction Fee.

15. Are the motions joined and binding?

Assuming the passing of the resolutions, Proposals will be binding on all relevant Noteholders, including those who do not consent to the Proposal or do not vote at all. Resolutions should be jointly approved or rejected.

16. When will Abengoa announce the results of the Consent Process?

As soon as reasonably practical after the Bondholder’s Meeting, expected to be the same day i.e. 3 December 2012.

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