E - General Shareholders’ Meeting

 

E.1 Indicate and, where applicable, provide details of whether there are any differences between the required quorum for the General Shareholders’ Meeting and the quorum system set forth in the Spanish Public Limited Companies Act (Ley de Sociedades Anónimas, hereinafter LSA).

No

 

E.2 Indicate and, where applicable, provide details of any differences with the system contemplated in the LSA for the adoption of corporate resolutions.

No

Describe how it is different from the system envisaged by the LSA.

 

Not applicable

E.3 List any rights held by shareholders in relation to the general meetings insofar as these are different to those established in the LSA. 

 

The right to information, in accordance with applicable regulations; the right to receive, free of charge, the documents related to the General Shareholders’ Meeting; voting rights in proportion to their shareholding, subject to no maximum limit; the right of attendance for all shareholders that hold at least 1,500 shares; financial rights (to dividends, where applicable, and to the distribution of corporate assets); the right to be represented, to delegate votes, to pool shares and to pursue any legal causes of action to which the shareholder may be entitled.

 

E.4 Indicate, if applicable, any measures adopted to encourage participation by shareholders at general meetings.

 

The documents related to the meeting are sent to shareholders free of charge and are also published on the website at the time the meeting is convened. Votes may be delegated or cast remotely by filling out attendance cards in due time and form.
 

The Bylaws do not limit the maximum number of votes of a single shareholder and do not contain restrictions that make it difficult to assume control through the acquisition of company shares.

Proposed resolutions to be presented at the general meeting are published when the meeting is convened and are likewise included on the company’s website and on that of the CNMV.
 

Items on the agenda deemed substantially independent are voted on separately at the General Shareholders’ Meeting, such that shareholders can exercise their voting preferences separately, particularly in cases of appointments or ratifications of directors and amendments to the Bylaws.

The company allows for the splitting of votes so that financial intermediaries authorized to act as shareholders but who act on behalf of different clients can cast their votes in accordance with the individualized instructions of each client.

Each financial year, presentations are offered to investors, analysts and to the general market, which are previously notified to the Spanish Securities and Exchange Commission and which are published on the Company’s web page.

In compliance with article 528.2 of the Corporations Act, Abengoa approved the Regulations for the Electronic Shareholders’ Forum to facilitate communication between shareholders in connection with the convening and holding of each Shareholder’s General Assembly. Shareholders may send the following prior to each General Assembly:

Proposals they wish to include as part of the agenda outlined in the General Assembly convocation.
Requests for adherence to said proposals.
Initiatives for acquiring the sufficient percentage for the exercise of a minority voting rights.
Requests for voluntary representation.

 

E.5 Indicate whether the Chairman of the General Shareholders’ Meeting coincides with the position of Chairman of the Board of Directors. Give details, where applicable, of any measures that may have been adopted in order to guarantee the independence and correct functioning of the General Meeting:

 

Outline of the measures

 

The Bylaws stipulate that the office of Chairman of the General Meeting must be held by the Chairman or Vice-Chairman of the Board of Directors, as decided by the Board itself. In accordance with this, General Shareholders’ Meetings are presided over by the Chairman of the Board of Directors.

The Regulations of the General Shareholders’ Meeting, as approved at the General Meeting held on June 29, 2003, contain procedures regulating the convening, functioning, exercise ofrights and adoption of resolutions at general meetings, thereby establishing an accurate and binding framework for the staging of such meetings.
 

The General Shareholders’ Meeting is generally attended by a notary public, who verifies fulfillment of the requirements necessary for its valid constitution and the adoption of resolutions, and who issues the corresponding minutes.

It is the responsibility of the Secretary to the Board (who, in accordance with the Bylaws and the Regulations of the General Shareholders’ Meeting, acts as the secretary at the general meeting) to ensure compliance with legal requirements and those stipulated in the Bylaws concerning the convening and staging of the meeting and the adoption of resolutions at the meeting.
 

E.6 Indicate, if applicable, any changes made during the financial year to the Regulations of the General Shareholders’ Meeting.

 

No changes occurred.

 

E.7 Give details of attendance at general meetings held during the financial year to which this report refers.

E.8 Briefly indicate the resolutions adopted at the General Shareholders’ Meetings held in the financial year to which this report refers and the percentage of votes with which each resolution was adopted. 

 

Abengoa’s Ordinary General Assembly of Shareholders was held on 11th April 2010 and in attendance was a total of 59,725,210 shares, about 66.016% of the total equity, amounting to 407 shareholders (60 present and 347 represented) out of a total of 11,338 registered shareholders.

The decisions reached, all with the entire equity capital present and represented voting in favour, were as follows:

 

First Decision. Approval of the following:

 

1º. The Financial Statement (including the Balance, Profit and Loss Accounts and Report) and the Abengoa SA Management Report for the 2009 financial year;

2º. The Consolidated Financial Statement of the Group (including the Consolidated Balance, Profit and Loss Accounts and Report) and the Consolidated Management Report for the 2009 financial year;

3º. The Board of Directors management report for said financial year and the remuneration of its members, as stated in the Financial Statement.

Second Decision.

1º. The following 2009 financial year outcome distribution scheme is hereby approved, with the dividends to be distributed from 6th July 2010 onwards:

 

2º. Mr. Felipe Benjumea Llorente, Mr. José B. Terceiro and the Secretary of the Board of Directors, Mr. Miguel Ángel Jiménez-Velasco Mazarío are hereby empowered such that either of them may register and deposit the Company’s and the Consolidated Group’s Financial Statement and Management Report at the Company Registry in accordance with the stipulations of the Law, marking them with signatures and by indicating their destination.

Third Decision: Ratification, appointment and, as the case may be, re-election of administrators.

a) On the proposal of the Appointments and Remunerations Committee, Ms. Mercedes Gracia Díez is hereby re-elected as independent Board Member for another period of four years, following the expiration of the mandate conferred upon her by the 2006 General Assembly of Shareholders.

b) On the proposal of the Appointments and Remunerations Committee, the co-optation appointment of Mr. José Borrell Fontelles, as an independent member, to serve a four-year term, is hereby ratified.

Fourth Decision: Re-election or appointment of the Company’s or Consolidated Group’s Accounts Auditor for the 2010 financial year.

Pursuant to article 204 of TR of the LSA, the Auditor of the Company and its group of companies, Pricewaterhouse Coopers SL, holder of Tax ID B-79031290, domiciled in Madrid, at Paseo de la Castellana, 43, entered in the Company Registry of Madrid, Volume 9,267, on page 8,054, sheet number 87,250, and in the Official Registry Of Auditors with number 50-242, is hereby appointed for a one-year term, for the ongoing 2010 financial year.

Fifth Decision: The special report on the Administrators’ Remuneration Policy and the report on article 116 bis of the Stock Exchange Laws are hereby approved.

Sixth Decision: General assembly authorizations granted the Board of Directors.

In accordance with article 153-1-b) of the Consolidated Text of the Law governing Limited Liability Companies, the faculty of the Board of Directors, granted by the Ordinary General Assembly of Shareholders on 6th April 2008, to increase the equity capital, once or several times, up to eleven million three hundred eight thousand seven hundred ten Euros (€11,308,710) equal to fifty percent (50%) of the equity capital at the time of this authorization, through monetary contributions, with or without issuance bonus, in the amount and whenever the Board itself may deem necessary and without having to first consult the General Assembly, is hereby ratified. Likewise, in accordance with article 159, section 2 of the Consolidated Text of the Law governing Limited Liability Companies, the Board of Directors’ are authorized to decide whether or not to exclude, as the case may be, pre-emptive subscription rights in relation to the increases that may be decided upon by virtue of this decision, if the circumstances envisaged in section 1 of the aforementioned article, relating to equities, concur, and as long as, if excluded, the nominal value of the shares to be issued plus, as the case may be, the amount of the issuance bonus is equal to the actual value of the company’s auditors’ report prepared, on the request of the Board of Directors, for that purpose. The Board of Directors is also authorized to re-draft article 6 of the Corporate Bylaws, relating to equity capital, upon the execution of the increase, on the basis of the actual amounts subscribed and disbursed.

Regarding the shares that may be issued pursuant to the abovementioned decisions, the Board of Directors is authorized to apply to the CNMV, the Stock Exchange Governing Body, through any Brokerage House or Company, and to process applications for the aforementioned shares to be admitted to trade on any Stock Exchange Market, whenever the Board of Directors may deem opportune, fulfilling whatsoever requirements that may be set forth in the valid laws.

In accordance with article 27 of the Official Stock Exchange Regulations, the declarations of the shareholders regarding this decision shall be entered in the minutes.
 

Seventh Decision: General assembly authorizations granted the Board of Directors.

Pursuant to article 319 of the Company Registry Regulation and the general rules of issuance of bonds or debentures, for a period of five (5) years, with the specific faculty of substitution upon any of its members, the company’s Board of Directors are authorized to issue any fixed income securities or debt securities of analogous nature (including, but not limited to, certificates, promissory notes or warrants), and fixed income or other types of securities (including warrants) convertible to the Company’s shares and/or exchangeable for the Company’s shares or for those of other companies within or outside the Company’s group, for up to Five Thousand Million Euros (€5,000M), on one or several occasions. The Board of Directors are authorized, with the specific faculty of substitution upon any of its members, to set forth the criteria for determining the bases and modalities to convert, exchange or exercise the faculty to increase the equity capital in the amount necessary to meet the corresponding requests for conversion or exercise, and it is granted the faculty to exclude shareholders’ pre-emptive subscription rights, in accordance with article 293.3 of the LSA and all other applicable rules and regulations.
 

Eighth Decision: General assembly authorizations granted the Board of Directors.

The Board of Directors is authorized to execute share buybacks of the company’s own shares whether directly or through subsidiaries or companies in which shares are held up to the maximum envisaged in the current provisions at a price ranging from six Euros (€6) minimum to sixty Euros (€60) maximum per share. Said authorization is valid for eighteen (18) months counting from date granted, and shall remain subject to the Fourth Section of Chapter IV of the Consolidated Text of the LSA.
 

To ensure the above, the authorization conferred upon the Board of Directors for the same purposes, by virtue of decision taken at the Shareholders’ Ordinary General Assembly meeting held on 5th April 2009, is hereby specifically revoked.

Ninth Decision: Empowerment of the Board of Directors.

Mr. Felipe Benjumea Llorente, Mr. José B. Terceiro, and Mr. Miguel Ángel Jiménez-Velasco Mazarío are hereby specifically authorized, such that any of them may, acting as special representative of this Assembly, appear before a Notary Public, to execute the necessary and due notarizations, as the case may be, to enter the decisions taken into the Company Registry as legally required, undersigning as many documents as may be necessary in the execution of said decisions.

The Board of Directors is also authorized, with the faculty of substitution, to freely interpret, apply, execute and develop the approved decisions, including rectification and fulfillment thereof, and to authorize any of its members to notarize any rectification or complementary deemed necessary to correct any error, defect or omission that could impede the entry of any decision whatsoever into the company registry, to the extent of complying with as many requirements as may be inevitable for the effectiveness of the decisions taken.

 

E.9 Indicate whether there are any restrictions in the Bylaws establishing a minimum number of shares needed to attend the General Shareholders’ Meeting.

 

Number of shares needed to attend the General Shareholders’ meeting 1,500, without detriment to all the shareholders’ right to delegate, represent or gather shares.

 

E. 10 Indicate and explain the policies followed by the company with regard to the granting of proxies at GeneralShareholders’ Meetings.

 

There are no specific policies, to the extent that there is no restriction on the exercise of the right to vote.
 

The only requirement is that the proxy be granted to another shareholder.

 

E.11 Indicate whether the company is aware of the policy of institutional investors regarding their participation in the decision-making process of the company.

No

 

E.12 Indicate the address and means of accessing corporate governance content on the company’s website.

 

The Webpage of the Company, at www.abengoa.com, is regularly updated in both Spanish and English.

Said Webpage contains all the decisions taken at the last General Assembly meeting held on 11th April 2010. It also includes the complete convocation, the agenda and the decisions proposed for the Assembly to approve.

For convening subsequent assemblies, the Company will continue to update the available information to enable shareholders to exercise the right to information, and with it that to vote, under equal conditions.

Finally, with the established techniques and regulations determined, and with the safeguard of the legal security required, the rights to vote or to delegate via the Internet shall be guaranteed.