Abengoa, S.A. [·]% Mandatorily Convertible Subordinated Notes due 2016 Mandatorily Convertible into Class B Shares or American Depositary Shares Underwriting AgreementUnderwriting Agreement • May 20th, 2013 • Abengoa Sa • Services-engineering services • New York
Abengoa, S.A., a corporation organized under the laws of the Kingdom of Spain (“Spain”) (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Firm Notes”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional principal amount of securities set forth in Schedule I hereto to cover over-allotments, if any (the “Option Notes”; the Option Notes, together with the Firm Notes, hereinafter called the “Offered Notes”). The Offered Notes are convertible into Class B Shares of the Company, €0.01 par value each (such class of shares, the “Class B Shares”) or ADSs (as such term is defined herein), at the option of the holders. The Offered Notes are to be issued under an indenture (the “Indenture”) dated as of [·], 2013, among the Company, [·], as
