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Abengoa SA : Admission to trading on the Stock Exchange of new class B shares at the end of the second partial conversion

11/29/2012 | 01:09pm US/Eastern


National Securities Market Commission
Markets Area. Directorate of Supervision.
C/Edison 4
28006 - Madrid
Dear Sirs,
Seville, November 29, 2012.
In accordance with Article 82 of Law 24/1988 on the securities market, Abengoa, S.A. (the "Company" or "Abengoa") hereby informs the National Securities Market Commission of the following
Significant Event
On 30 September 2012, the Extraordinary General Shareholders' Meeting of Abengoa, under point six of the agenda, resolved to modify Article 8 of the company's bylaws in order to introduce a conversion right that enables shareholders of the company's Class A shares to convert them into Class B shares, until 31 December 2017 (the "Conversion Right"). The meeting also resolved to reduce the share capital by lowering the par value of a number of Class A shares, to be determined, by 0.99 euros per share, by creating a restricted reserve in accordance with Article 335 c) of the Capital Companies Act, integrating the shares for which the par value is reduced from their conversion into Class B shares; as well as requesting the admission to trading of the Class B shares and delegating the necessary powers to implement all of the above.
At the end of the first partial conversion period that ran from October 16, 2012 to November
15, 2012 (the "Conversion Period"), the company had received requests to convert a total of two million four hundred sixty six thousand seven hundred twenty-four (2,466,724) Class A shares into Class B shares, after which, and in order to manage the conversion requests and in
accordance with the resolutions adopted by the Extraordinary General Shareholders' Meeting of Abengoa of 30 September 2012 referred to in the above paragraph, the Company has declared the Capital Reduction approved by the Shareholders' Meeting corresponding to this Conversion
Period as partially executed for an amount of two million four hundred forty two thousand fifty six euros with seventy six cents (€2,442,056.76), by reducing the par value of two million four hundred sixty six thousand seven hundred twenty-four (2,466,724 ) Class A shares, for which
the par value will be reduced from one (1) euro per share to one cent (€0.01) per share (the "Shares Affected by the Conversion"). As a result of the foregoing, the Shares Affected by the Conversion has been integrated, without being redeemed or exchanged and without
interruption, within the Class B shares (the "New Class B shares"). The aforementioned capital reduction has been duly registered in the Mercantile Register.
Having filed the relevant requests with the Governing Corporations of the Stock Exchanges of Madrid and Barcelona (the "Stock Exchanges") and with the National Securities Market Commission (the "CNMV"), as at today, the CNMV has confirmed compliance with the requirements for admission to trading on the Stock Exchanges of Madrid and Barcelona, which in turn have admitted the New Class B Shares for trading, effective tomorrow, Friday, 30
November, 2012.
Miguel Ángel Jiménez-Velasco Mazarío
General Secretary

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