Abengoa S.A.

Capital/Financing Update • Jun 9, 2022

Financial Restructuring Presentation

June 9, 2022

ABENEWCO

Disclaimer

• This presentation contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) and information relating to Abengoa that are based on the beliefs of its management as well as assumptions made and information currently available to Abengoa.
• Such statements reflect the current views of Abengoa with respect to future events and are subject to risks, uncertainties and assumptions about Abengoa and its subsidiaries and investments, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures. In light of these risks, uncertainties and assumptions, the events or circumstances referred to in the forward-looking statements may not occur. None of the future projections, expectations, estimates or prospects in this presentation should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the presentation.
• Many factors could cause the actual results, performance or achievements of Abengoa to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others: changes in general economic, political, governmental and business conditions globally and in the countries in which Abengoa does business; changes in interest rates; changes in inflation rates; changes in prices; decreases in government expenditure budgets and reductions in government subsidies; changes to national and international laws and policies that support renewable energy sources; inability to improve competitiveness of Abengoa's renewable energy services and products; decline in public acceptance of renewable energy sources; legal challenges to regulations, subsidies and incentives that support renewable energy sources; extensive governmental regulation in a number of different jurisdictions, including stringent environmental regulation; Abengoa's substantial capital expenditure and research and development requirements; management of exposure to credit, interest rate, exchange rate and commodity price risks; the termination or revocation of Abengoa's operations conducted pursuant to concessions; reliance on third-party contractors and suppliers; acquisitions or investments in joint ventures with third parties; divestment of assets or projects; changes or deviations in Abengoa's viability plan; inability to obtain sufficient bonding lines needed to complete the budget and viability plan; inability to secure liquidity financing when needed; ongoing and future legal proceedings; unexpected adjustments and cancellations of Abengoa's backlog of unfilled orders; inability to obtain new sites and expand existing ones; failure to maintain safe work environments; effects of catastrophes, natural disasters, adverse weather conditions, unexpected geological or other physical conditions, or criminal or terrorist acts at one or more of Abengoa's plants; insufficient insurance coverage and increases in insurance cost; loss of senior management and key personnel; unauthorized use of Abengoa's intellectual property and claims of infringement by Abengoa of others intellectual property; Abengoa's substantial indebtedness; Abengoa's ability to generate cash to service its indebtedness; changes in business strategy; and various other factors indicated in the "Risk Factors" section of Abengoa's Equity Prospectus filed with the regulator, "CNMV") on March 30, 2017. The risk factors and other key factors that Abengoa has indicated in its past and future filings and reports, including those with the CNMV and the U.S. Securities and Exchange Commission, could adversely affect Abengoa's business and financial performance.
• Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or targeted.
• Abengoa does not intend, and does not assume any obligations, to update these forward-looking statements.
• This presentation includes certain non-IFRS financial measures which have not been subject to a financial audit for any period.
• The information and opinion, contained in this presentation are provided as at the date of this presentation and are subject to verification, completion and change without notice.
• In the event of any conflict between the Spanish and English versions, the Spanish version shall prevail

Comisión Nacional del Mercado de Valores(Spanish stock market

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Financial Restructuring Process

Introduction 1

▪ SEPI Financing, TerraMar offer, signing of Restructuring Agreement and next steps

Conclusion 3

▪ Next steps

2

Table of Contents

Annex 4 ▪ Changes in existing instruments, About TerraMar Capital LLC

Introduction

Introduction

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• their
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• Split between term loan (81 M€) and participation loan (168 M€) depending on each individual company
• 6-year maturity
• Term loan: Euribor + 2,0%
• Participation loan: Euribor + 2,5% 7,0%¹
• Facilities²

• Senior to Long-Term Financing and existing New Bonding , pari-passu with Super Senior New Bonding

• 1. 2,5% in first year, 3,5% in second and third year, 5,0% in fourth and fifth year, and 7,0% in sixth year
• 1. Existing New Bonding Facilities include the 323 M€ facility closed in March 2017 and the 140 M€ facility closed in April 2019

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• Total amount 208 M€ (140 M€ from TerraMar and 68 M€ from the remaining New Money 2 and A3T Convertible Put Option)

• 6.5-year maturity

• 3.0% cash interest + 7.0% PIK interest

• Junior ranking to SEPI Financing and Super Senior New Bonding, pari-passu with existing New Bonding Facilities

• 32.7 M€ to purchase 75% of New Money 2

• 21.6 M€ to purchase 75% of A3T Convertible Put Option

• 5 M€ to purchase 100% of Reinstated Debt

1. TerraMar's offer recognizes the New Money 2, A3T Convertible Put Option and Reinstated Debt outstanding balances as of July 31, 2020, therefore applying write-offs to any accrued or unpaid interest after such date

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Instrument	% Position today	Step 1 (conversion)	Step 2 (TerraMar Capital Increase)
New Money 2	--	5,50%	1,65%
Abenewco 1 MC	--	19,68%	5,90%
Super Senior NB	--	3,52%	1,06%
SOM	--	67,78%	20,33%
JOM	--	3,52%	1,06%
Abengoa SA	100,0%*	--	--
TerraMar	--	--	70,00%
Total	100,0%	100,0%	100,0%

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10 * - Abengoa SA indirectly holds 100% of Abenewco 1 today. However, there are several mandatory convertible instruments (SOM, JOM, Abenewco 1 MC) that could eventually dilute Abengoa S.A.'s position down to 0,0%. However, Abengoa SA will receive the Abengoa Leakage described in page 10, for a total amount of 15 M€.

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• 1. Includes 140 M€ from TerraMar plus roll-over of 68 M€ of NM2 and A3T Convertible Put Option remaining after repurchase.
• 1. Only includes the opco debt of assets that are within the perimeter of AbenewCo I as of December 31, 2021. It does not include the debt of ring-fenced companies, assets for sale, or debt outside the perimeter of AbenewCo 1.
• 1. OpCo Debt post restructuring reflects the amount after amortizations made shortly after closing with funds obtained from the new financings, including 86 M€ corresponding to bonding lines called in certain projects, fees pending in bonding lines, and other smaller debts.

Total Corporate Financial Debt Pre-Restructuring		Total Corporate Financial Debt Post-Restructuring
Affected Debt	M€		M€
NM2	163.7 M€	SEPI Term Loan	81.0 M€
A3T Conv. Put Option	108.2 M€	SEPI Participation Loan	168.0 M€
Reinstated Debt	50.5 M€	Long-Term Financing1	208.0 M€
Opco Debt2	265.8 M€	Opco Debt3	142.5 M€
Total Debt	588.2 M€	Total Debt	599.5 M€

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Rest of Engineering and Construction Operating

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Conclusion

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ANNEX

Abengoa AbenewCo 1, S.A. New Financing and Bonding Lines

). Tenor: 6.5 years. Cost: 3.0% cash interest

SEPI Financing / TerraMar Financing

New financing: ➢ 249 M€ (81 M€ in term loan, 186 M€ in participation loan) in financing from SEPI granted to six main ▪ subsidiaries. Tenor: 6 years. Cost Term loan: Euribor + 2,0%, Participation loan: Euribor + 2,5% - 7,0%. Rank Super-Senior. Scheduled amortization. 140 M€ in new financing from TerraMar (Long-Term Financing1 ▪ ). Tenor: 6.5 years. Cost: 3.0% cash interest + 7.0% PIK interest. No principal amortization schedule (bullet). Subordinated to SEPI Financing and Super Senior New Bonding Line. ▪

Bonding Lines

➢ New bonding lines to be granted by financial institutions, for an amount of 300 M€ ("Super Senior New Bonding Line") 60% covered by CESCE on the international revolving tranche ▪ Risk fee of 3.0% (150 bps reduction compared to previous bonding lines) ▪ ➢ Supports contracting and execution through 2027 Modification of existing bonding lines and conversion into revolving. Extension of maturity up to 6 months ➢ after the Super Senior New Bonding Line, reduction of 100 bps in risk fee.

➢ The bonding providers are entitled to receive up to a maximum of 1,06% of AbenewCo 1 equity (postdilution) in ordinary shares (fee for granting bonding lines)

1. Long-Term Financing will include debt from New Money 2 and A3T Convertible Put Option rolled over. 17

Abengoa AbenewCo 1, S.A. Financial Debt Treatment

New Money 2

➢ 75% of the New Money 2 financing ("NM2") to be purchased by Company with funds obtained from TerraMar capital increase. Maximum amount to be paid: 32,7 M€. The remaining 25% will be rolled over into Long-Term Financing together with TerraMar's loan. ➢ Additionally, NM2 creditors will be entitled to receive up to a maximum of 1.65% of AbenewCo 1's equity ➢ (post-dilution) in ordinary shares. Existing New Money 2 recognized at the amount due outstanding on July 31, 2020. Any interests ➢ accumulated since then will be written-off.

A3T Convertible Put Option ("A3TC")

➢ The A3TC is a contingent tranche of NM2 and is considered to be crystalized at the closing of the Restructuring. As such, it would receive the same treatment as the New Money 2 (75% repurchased, 25% rolled-over into Long-Term Financing). ➢ Existing A3TC recognized at the amount due outstanding on July 31, 2020. Any interests accumulated since then will be written-off.

Abengoa AbenewCo 1, S.A. Financial Debt Treatment (cont.)

Reinstated Debt	➢ 100% to be repurchased by the Company with funds obtained from the TerraMar capital increase, for a maximum of €5 million. Existing Reinstated Debt recognized at the amount due outstanding on July 31, 2020. Any interests ➢
	accumulated since then will be written-off.
Mandatory Convertible AbenewCo 1	Conversion into ordinary shares of AbenewCo 1, up to a maximum of 5.90% (post-dilution). ➢
Senior Old Money ("SOM")	Conversion into AbenewCo 2 bis shares, which will indirectly result in a maximum amount of 20,33% (post ➢ dilution) of AbenewCo 1 share capital.
Junior Old Money ("JOM")	Conversion into 100% of AbenewCo 2 shares, which will indirectly result in a maximum amount of 1.06% ➢ (post-dilution) of AbenewCo 1 share capital.

TerraMar Capital, LLC ("TerraMar") is a Los Angeles based investment firm focused on making control investments in companies that are going through a transition in their capital structure. We often complete investments in businesses that are held by non-natural holders, including lender groups. We have had meaningful success in becoming a control shareholder in businesses that previously lacked consolidated ownership and driving value that many stakeholders end up benefiting from. TerraMar is focused on supporting and building leading middle-market businesses in partnership with management teams. A core mission of ours is to provide executives the necessary resources, including financially, strategically and operationally, to drive improvements and position companies to recognize their full potential. This focus is fundamental to how we expect to manage Abenewco 1.

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