ABENGOA
Comisión Nacional del Mercado de Valores Área de Mercados.
Dirección de Supervisión C/Miguel Ángel, 11 -1ª
28010 - Madrid
Seville, November 8 2011
Dear Sir/Madam,
For the purposes of compliance with article 82 of Securities
Market Law 24/1988, Abengoa, S.A. (the "Company" or
"Abengoa") hereby notifies the National Securities
Market Commission of the following
Relevant Event
Once the transaction by means of which First
ReserveCorporation ("First Reserve" or
"FRC") purchased an equity interest in Abengoa has
concluded, and being now fully enforceable all the terms and
conditions provided in the Investment Agreement, whose main
figures were communicated in the corresponding Relevant Event
notifications of October 4, 2011 and November 4, 2011, the
Company has been informed of an agreement between Inversión
Corporativa I.C., S.A., Finarpisa, S.A. which constitutes a
shareholders agreement pursuant to Section 530.1 of the
Capital Companies Act, by virtue of which Inversión
Corporativa I.C., S.A. and Finarpisa, S.A. jointly and
severally undertake, subject to the terms and conditions
stated in the Investment Agreement, as applicable, to:
" (i) through their respective domanial directors
("consejeros dominicales") at the Board of
Directors of Abengoa to vote in favor of (x) the appointment
to such Board of the Investor's nominee for the
Designated Investor Director pursuant to the cooptación
procedure provided under the Spanish Capital Companies Act,
and (y) the proposal to recommend to Abengoa's
stockholders the election of any replacement Designated
Investor Director to the Board of Directors at Abengoa's
next annual general meeting of shareholders;
(ii) to vote, at the corresponding annual general meeting of
shareholders of Abengoa, in favor of the appointment of the
Investor's nominee for the Designated Investor Director
to be appointed to the Board of Directors; and
(iii) so long as the Investor or any of its Permitted
Transferees owns any Class b Shares or any other security
convertible into, or exchangeable for, Class B Shares issued
pursuant to this Agreement or any other Transaction Document,
not to propose, or request to the Board of Directors to
recommend, to the shareholders any amendment to the
Company's Organizational Documents that would adversely
modify the equal rights of Class B Shares and Class A Shares
in relation to dividends or other distributions as currently
set forth in the Organizational Documents."
This clauses are reproduced literally from the agreement
between Inversión Corporativa I.C., S.A. and Finarpisa, S.A.
and constitute all the undertakings which need to be
communicated according to Section 530.1 of the Corporate
Enterprises Act.
Miguel Ángel Jiménez-Velasco Mazarío
General Secretary
ABENGOA