Abengoa, S.A. [·]% Mandatorily Convertible Subordinated Notes due 2016 Mandatorily Convertible into Class B Shares or American Depositary Shares Underwriting AgreementAbengoa Sa • May 20th, 2013 • 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
Abengoa, S.A. Class B Shares in the form of Shares or American Depositary Shares Underwriting AgreementDeposit Agreement • May 20th, 2013 • Abengoa Sa • Services-engineering services • New York
The Representatives have also advised the Company that the Underwriters may elect to cause the Company to deposit on their behalf all or any portion of the Offered Shares to be purchased by them hereunder pursuant to the Deposit Agreement, dated as of [·], 2013 (the “Deposit Agreement”), to be entered into among the Company, Citibank, N.A., as depositary (the “Depositary”) and all holders from time to time of the ADSs (as hereinafter defined). Upon deposit of any Class B Shares, the Depositary will issue American Depositary Shares (the “ADSs”) representing the Class B Shares so deposited. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”). Each ADS will represent [·] Class B Shares and each ADR may represent any number of ADSs. Unless the context otherwise requires, the terms “Underwritten Shares,” “Option Shares” and “Offered Shares,” shall be deemed to refer, respectively, to Underwritten Shares, Option Shares and Offered Shares as well as, in each case, to any A
