C - Related-party transactions 

 

C.1 Indicate whether the Board, sitting in plenary session, has reserved for itself the function of approving, following a favorable report from the Audit Committee or any other body entrusted with this task, transactions that the company performs with directors, with significant shareholders or shareholders represented on the Board, or with related parties:

 

Yes

 

C.2 Give details of any relevant transactions involving a transfer of assets or liabilities between the company or group entities and significant shareholders in the company:

 

Not applicable.

 

C.3 Provide details of any relevant transactions involving a transfer of assets or liabilities between the company or Group entities and the company’s managers or directors:

 

C.4 Provide details of relevant transactions carried out by the company with other companies belonging to the same group, provided they are not eliminated during the process of preparing the consolidated financial statements and do not form part of the normal business of the company in terms of their subject and applicable terms and conditions:

 

Not applicable.

There are currently no intra-group operations other than those stemming from the company’s normal course of business.

C.5 Indicate whether the members of the Board of Directors have, over the course of the financial year, found themselves embroiled in any conflict of interest, in accordance with that set forth in article 127 ter. of the Spanish Public Limited Companies Act (Ley de Sociedades Anónimas). 

 

No (outside the situations regarding their appointment as Board members or appointments to associated committees).

 

C.6 Provide details of any mechanisms in place to detect, determine and resolve possible conflicts of interest between the company and/or its group and its Board members, executives or significant shareholders.

 

The Audit Committee is the body responsible for monitoring and resolving conflicts of interest. Directors are obliged, in accordance with the provisions of the Regulations of the Board of Directors, to inform the Board of any situation of potential conflict, in advance, and to abstain until the Committee has reached a decision.

 

C.7 Is more than one group company listed in Spain?

 

Yes

 

Identify any subsidiaries that are listed:

Listed Subsidiary.

 

Befesa Medio Ambiente, S.A.

 

Indicate whether the respective business lines and possible business relations among such companies have been publicly and precisely defined, as well as those of the listed subsidiary with the other group companies:

 

Yes

Define any business relations between the parent company and the listed subsidiary company, and between the latter and the other group companies:

 

Yes

Abengoa, S.A. is the parent company of a corporate group and operates as such. It therefore brings together a raft of complementary activities for a fully-comprehensive product that one or more business groups jointly offer their clients. As a result, the different companies and business groups share customers and join together as and when required, with one or other thereof acting as parent company on a case-by-case basis. This produces cross sales among companies (intra-group).
 

December 22, 2010, Abengoa, S.A. and Befesa Medio Ambiente, S.A. have today signedan agreement to govern the relations between both companies in terms of thelisted parent/subsidiary relationship, their respective scopes of activity andinformation flows, as well as the related transactions that may be agreed between them.

Identify the mechanisms envisaged to resolve any conflicts of interest between the listed subsidiary and the other group companies:

Mechanisms to resolve possible conflicts of interest

Intra-group operations that may pose a conflict of interest and the transfer price policy are all analyzed by the Audit Committee.