E. General Assembly

E.1. Indicate and explain, if any, the differences existing between the required quorum and that stipulated in the Spanish Public Limited Companies Act (LSA) for convening the General Assembly of Shareholders.

No.

 

E.2. Indicate and explain, if any, the differences existing between the required system and that envisaged in the LSA for taking corporate decisions.

No.

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

Not applicable.
 

E.3. List any shareholders’ rights with regards to general assemblies other than those established in the LSA.

The right to information, in accordance with applicable regulations; the right to receive Shareholders’ Assembly-related documents free of charge; the rights to vote in proportion to shares held, without maximum limit; the right of attendance for all shareholders with at least three hundred seventy-five (375) shares; whether of class A or class B (which grant the holders the right to attend shareholders assemblies, as long there is proof that the shareholding capacity existed before the date of the assembly, accredited through the presentation of the relevant legal attendance card, which shall indicate the number, class and series of shares that bearer holds, plus the number of votes bearer may cast); economic rights (to dividends, as the case may be, and to the distribution of assets); the right of proxy, delegation and grouping and the right of the shareholder to take any legal actions whatsoever. See Additional sixth for the Rights of the Minority   Shareholder which was reinforced following the Extraordinary General Assembly of Shareholders Meeting held on  September 30, 2012.

 

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 after the Spanish Securities and Exchange Commission has been notified thereof. Said presentations are published on the Company’s web page.

In compliance with article 539.2 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 the inclusion of 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, as the case may be, 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 Assembly shall 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’ Assemblies are presided over by the Chairman of the Board of Directors.

The Regulations of the General Shareholders’ Assembly, as approved at the General Assembly held on June 29, 2003, contain procedures regulating the convening, functioning, exercise of rights and Decision-making at general assemblies, thereby establishing an accurate and binding framework for holding such assemblies.

The General Assembly of Shareholders is generally attended by a Notary Public, who verifies the fulfilment of the requirements necessary to be deemed validly convened and to Resolve and take Decisions, and who takes down the corresponding minutes.

Pursuant to the Bylaws and to the Shareholders General Assembly Regulations, the Board Secretary shall act as secretary at the general assembly meeting) to ensure compliance with the Bylaws and the legal requirements on convening and holding assemblies and on Resolving and taking Decisions.

E.6. Indicate the changes, if any, in the Shareholders General Assembly Regulations during the financial year.

On September 30, 2012, the Extraordinary General Assembly of Shareholders agreed to modify Articles 2, 4, 5, 9, 12 and 14 of the Shareholders General Assembly Operations Regulation for their adaptation to the new texts of Articles 21, 23, 24, 28, 31 and 33 of the Bylaws, which was also modified on said date and entered into the Company Registry of Seville on October 23, 2012. The aforementioned modifications were also entered into said registry.
 

E.7. Indicate the information of assistance to the shareholders meeting held in the exercise here referred.

Briefly indicate the decisions taken at the General Assembly of Shareholders’ Meetings held in the financial year to which this report refers and the percentage of votes with which each Decision was taken.

The Ordinary General Assembly of Shareholders of Abengoa was held following the second call on April 1, 2012 with the attendance of 58,439,880 shares, amounting to 64.474% of the entire stock capital.

The following Decisions were taken:

First. - To examine and, if applicable, approve the Annual Accounts and the Management Report for the 2011 Financial Year, of the Company and of its consolidated group, as well as the management and remuneration of the Board of Directors during said financial year. -In this Decision, a total of 5,843,988,000 valid votes were issued for a total of 58,439,880 shares representing 64.474% of the stock capital, with 5,819,818,900 votes in favour, 4,948,700 against, and 19,220,400 abstentions.

Second. - To examine and, if applicable, approve the proposal for applying the result of the 2011 Financial Year. -In this Decision, a total of 5,843,988,000 valid votes were issued for a total of 58,439,880 shares representing 64.474% of the stock capital, with 5,681,303,400 votes in favour, 2,625,600 against, and 160,059,000 abstentions.

Third. - To ratify, appoint and re-select, as the case may be, Directors. In Decision Three, Paragraph 1, a total of 5,843,988,000 valid votes were issued for a total of 58,439,880 shares representing 64.474% of the stock capital, with 5,822,946,700 votes in favour, 20,930,000 against, and 111,300 abstentions. In Decision Three, Paragraph 2, a total of 5,843,988,000 valid votes were issued for a total of 58,439,880 shares representing 64.474% of the stock capital, with 5,822,921,400 votes in favour, 20,955,300 against, and 111,300 abstentions.-In Decision Three, Paragraph 3, a total of 5,843,988,000 valid votes were issued for a total of 58,439,880 shares representing 64.474% of the stock capital, with 5,590,762,100 votes in favour, 253,114,600 against, and 111,300 abstentions.

Fourth. - To re-select or appoint, as the case may be, accounts Auditor for the Company and its consolidated group. -In this Decision, a total of 5,843,988,000 valid votes were issued for a total of 58,439,880 shares representing 64.474% of the stock capital, with 5,834,491,500 votes in favour, 9,412,000 against, and 84,500 abstentions.

Fifth. - Modification of the Shareholders General assembly Regulations (adaptation to Act 25/2011) In Decision Five, a total of 5,843,988,000 valid votes were issued for a total of 58,439,880 shares representing 64.474% of the stock capital, with 5,843,988,000 votes in favour, 0 against and 0 abstentions.

Sixth. - Special Report issued on the Administrators Remuneration Policy and submitted for consultation to the General Assembly of Shareholders. In Decision Six, a total of 5,843,988,000 valid votes were issued for a total of 58,439,880 shares representing 64.474% of the stock capital, with 5,567,391,400 votes in favour, 276,596,600 against, and 0  abstentions.

Seventh. - Conferment of the power upon the Board of Directors to increase the stock capital by issuing new shares of any of the A and/or B and/or C Classes, pursuant to Article 297.1 b), adhering to the legal specifications, with the  specific power to impose the exclusion of pre-emptive right in conformity with the stipulations of Article 506 of the  Corporations Act, voiding the amount that remained from previous empowerments granted by the General Assembly. Empowerment of the Board of Directors and each of its members to set forth the conditions of the capital increase, to take all the actions deemed necessary for the execution thereof, to re-write the relevant articles of the Bylaws to adapt to the new amount of the stock capital and to grant as many notarised as well as private documents as may be deemed necessary to ensure the increase. To apply to the national and foreign authorities requesting admission for the new shares to trade on any stock market. In Decision Seven, a total of 5,843,988,000 valid votes were issued for a total of 58,439,880 shares representing 64.474% of the stock capital, with 5,560,571,000 votes in favour, 283,416,600 against, and 400 abstentions.

Eight. - Conferment of power upon the Board of Directors to issue fixed or variable bonds and securities of that nature, simple or guaranteed, convertible and non-convertible, with the specific power to impose the exclusion of pre-emptive rights in conformity with the stipulations of Article 511 of the Corporations Act, directly or through Companies in the Group, in accordance with the laws in vigour, and voiding the amounts that remained from previous empowerments granted by the General Assembly. In Decision Eight, a total of 5,843,988,000 valid votes were issued for a total of 58,439,880 shares representing 64.474% of the stock capital, with 5,568,786,700 votes in favour, 244,132,600 against, and 31,068,700 abstentions.

Ninth. - Conferment of power upon the Board of Directors for the derivative acquisition of equity shares, directly or through companies of the group, in conformity with the laws in vigour, voiding all previous authorizations granted by the General Assembly for the same purposes. In Decision Nine, a total of 5,843,988,000 valid votes were issued for a total of 58,439,880 shares representing 64.474% of the stock capital, with 5,596,874,600 votes in favour, 228,495,400  against, and 18,618,000 abstentions.

Tenth. - Conferment of power upon the Board of Directors for the interpretation, rectification, execution, formalization and inscription of the Decisions. In Decision Ten, a total of 5,843,988,000 valid votes were issued for a total of 58,439,880 shares representing 64.474% of the stock capital, with 5,843,748,000 votes in favour, 240,000 against, and 0  abstentions.

The meeting of the Extraordinary General Assembly of Shareholders of Abengoa was held following the second call on September 30, 2012 with the attendance of 89,090,315 shares, amounting to 79.565% of the entire stock capital.

Pursuant to the Bylaws of Abengoa, S.A. and to Article 293 of the Corporations Act, the approval of the decisions outlined under points Third to Seventh of the Agenda required, in addition to voting by all the shareholders present and represented in the General Assembly, the separate voting of the Class A and the Class B shareholders. At the same time, the Class A shareholders voted points Fifth and Sixth of the Agenda with the participation of the shareholders  present and represented with the exception of the shareholders of Inversión Corporativa IC, S.A. and its subsidiary, Finarpisa S.A. who declared that they may only vote in favour of the proposals of the Board of Directors in the separate voting of the Class A shareholders if it is verified that the majority of the rest of the attending shareholders vote in favour of the proposals submitted by the Board of Directors. The proposals of the decisions under points Third to Seventh on the Agenda are closely inter-related and such that said decisions could only be approved and be effective if the  preceding decisions are approved. This system of separate voting (of which we informed the CNMV on October 1, 2012) was used to approve all the decisions proposed. Said decisions are as follows:

First. - In conformity with Article 319 of the Company Registry Regulations and the General Guidelines for the issuance of Bonds, the conferment of power upon the Board of Directors to issue Bonds and other Fixed-Income Securities, or warrants that may be converted into Class B shares, once or on several occasions, for a period of one (1) year, for the maximum amount of one thousand million (€1,000M) Euros, notwithstanding the conferment of powers approved by the general assembly on April 1, 2012. The conferment of power to outline the criteria for determining the bases and modalities of the conversion, exchange or exercise of the faculty to increase the stock capital in the amount deemed necessary to meet the corresponding requests for conversion or exercise, specifically granting the Board the power to exclude the pre-emptive subscription rights of shareholders, in accordance with Article 511 of the Corporations Act and all other applicable rules and regulations

Second. - Ensuring that the Class A and the Class B shares and the convertible Bonds that the Company issued or my issue are admitted to trade on the Stock Exchange of Madrid and Barcelona, as well as on the Stock Exchange markets in the US. Conferment of power upon the Board of Directors of the Company to do everything necessary for that purpose, including any action, making any declaration and processing any documents before the competent authorities, to ensure that the shares or bonds, represented by ADS, as the case may be, are admitted to trade.

Third. - Modifications of Articles 21, 23, 24, 28, 31 and 33 of the Bylaws to pave the way for the exercise of certain rights of the shareholders based on the number of shares a shareholder may hold.

3.1. Modification of Article 21 of the Bylaws to reflect that to be permitted to attend the meetings of the general assembly of shareholders, a shareholder must possess three hundred and seventy-five (375) shares, regardless of whether they are Class A or Class B shares or a combination of both.

3.2. Modification of Article 23 of the Bylaws such that shareholders may be entitled to request the publication of a supplement to the convening of an ordinary general assembly of shareholders including one or more points to the agenda to submit decision proposals on issues already included or that should be included in the agenda of the convened assembly on the basis of the number of shares possessed.

3.3 Modification of Article 24 of the Bylaws such the that following may be permitted: (i) that based on the number of shares possessed, shareholders with one percent of the shares with voting rights may request the presence of a Notary Public to take the minutes of the general assembly; (ii) that shareholders with five percent of the shares with voting rights may request that a general assembly be summoned to decide on a social responsibility action to be brought against the administrators or to take a social responsibility action without the general assembly agreement or against it.

3.4. Modification of Article 28 of the Bylaws such that the Board of Directors of the Company may be permitted to convene a General Assembly of Shareholders upon the request of shareholders representing five percent of the company’s shares with voting rights.

3.5.Modification of Article 31 of the Bylaws such that the Board of Directors of the company may be permitted to decide on the postponement of the general assembly of shareholders upon the request of shareholders  representing five percent of the company’s shares with voting rights.

3.6. Modification of Article 33 of the Bylaws such that the Board of Directors of the company may be permitted to suspend the right to information as envisaged in Article 197 of the Corporations Act upon the request of  shareholders representing less than twenty-five percent of the company’s shares with voting rights.

Fourth. - Modification of Article 8 of the Bylaws for the purpose of anticipating the possibility of increasing the capital stock using the reserves through the issuance of a single class of shares; and for establishing a percentage limit on the rights of redemption of the class B shares.

Fifth. - Increase of the capital stock through the issuance of class B shares using the voluntary reserves. Approval of the balance that may serve as basis of the increase.

Sixth. - Stipulation of a right to voluntarily convert class A shares into class B shares, for that purpose the following decisions shall be submitted to vote:

6.1. Addition of a new sub-section 3 to the first section, “Class A Shares”, of Article 8 of the Bylaws (such that the current sub-section 3, still with the same wording, unchanged, would now be sub-section 4) in order to  introduce a right to voluntarily convert Class A Shares into Class B Shares.

6.2. Reduction of the stock capital by reducing the nominal value of a given number to be specified of class A shares by €0.99 per share, by setting up a non-distributable reserve in accordance with the provisions in Article 335 c) LSC, with the integration of the shares that suffer such nominal value reduction by virtue of their  transformation into class B shares, listing the class B shares on the Stock Market and conferring the necessary powers for their execution, all of the above for the purpose of permitting the exercise of the right to voluntarily convert class A shares into class B shares.

Seventh. - Modification of Articles 2, 4, 5, 9, 12 and 14 of the Regulations of Procedures and Operations of the General Assembly of Shareholders for adaptation to the re-written Articles 21, 23, 24, 28, 31 and 33 of the Bylaws which shall be submitted for approval to the General Assembly as the third point on the Agenda.

7.1. Modification of Articles 2 of the Regulations of Procedures and Operations of the General Assembly of Shareholders for adaptation to the re-written Article 21 of the Bylaws proposed to the General Assembly as point 3.1 on the Agenda.

7.2. Modification of Article 4 of the Regulations of Procedures and Operations of the General Assembly of Shareholders for adaptation to the re-written Articles 23 of the Bylaws proposed to the General Assembly as point 3.2 on the Agenda.

7.3. Modification of Article 5 of the Regulations of Procedures and Operations of the General Assembly of Shareholders for adaptation to the re-written Articles 24 of the Bylaws proposed to the General Assembly as point 3.3 on the Agenda.

7.4. Modification of Article 9 of the Regulations of Procedures and Operations of the General Assembly of  Shareholders for adaptation to the re-written Articles 28 of the Bylaws proposed to the General Assembly as point 3.4 on the Agenda.

7.5. Modification of Article 12 of the Regulations of Procedures and Operations of the General Assembly of Shareholders for adaptation to the re-written Articles 31 of the Bylaws proposed to the General Assembly as point 3.5 on the Agenda.

7.6. Modification of Article 14 of the Regulations of Procedures and Operations of the General Assembly of Shareholders for adaptation to the re-written Articles 33 of the Bylaws proposed to the General Assembly as point 3.6 on the Agenda.

Eighth. - Conferment of power upon the members of the Board of Directors to interpret, rectify, execute, formalize and register the decisions taken and agreed upon.
 

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

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

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

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 Company’s Website is regularly updated in both Spanish and in English.The address is www.abengoa.es and www.abengoa.com

Said page contains the Decisions taken at the last General Assembly meeting held on April 1, 2012 and on September 30, 2012, regarding the Extraordinary General Assembly of Shareholders. It also included the whole text issued to convene the meeting, the agenda and the decisions that were submitted for the approval of the Assembly.

For convening subsequent assemblies, the Company shall 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, the rights to vote or to confer power via the Internet shall remain intact following the established regulations and specified techniques, and with the protection of the legal certainty required.

In compliance with the stipulations of the Corporations Act, an electronic forum has been set up which shareholders may enter in connection with the Assembly.